UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number:
Name of Fund:
| Managed Account Series |
| BlackRock GA Disciplined Volatility Equity Fund |
| BlackRock GA Dynamic Equity Fund |
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Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, Managed Account Series, 50 Hudson Yards, New York, NY 10001
Registrant's telephone number, including area code:
Date of reporting period:
Item 1 — Report to Stockholders
(a) The Report to Shareholders is attached herewith
BlackRock GA Disciplined Volatility Equity Fund
Institutional Shares | BIDVX
Semi-Annual Shareholder Report — October 31, 2024
This semi-annual shareholder report contains important information about BlackRock GA Disciplined Volatility Equity Fund (the “Fund”) for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Fund at blackrock.com/fundreports. You can also request this information by contacting us at (800) 537‑4942.
What were the Fund costs for the last six months ?
(based on a hypothetical $10,000 investment)
| Class name | Costs of a $10,000
investment | Costs paid as a percentage of a
$10,000 investment |
| Institutional Shares | $29 | 0.55%(a) |
| Average annual total returns | | | | | | | | |
| 6-Month
Total
Returns | | 1 Year | | 5 Years | | Since Fund
Inception | |
| Institutional Shares | 8.42 | % | 25.35 | % | 9.01 | % | 8.15 | % |
| MSCI World Index | 11.13 | | 33.68 | | 12.03 | | 10.83 | |
| MSCI ACWI Minimum Volatility (USD) Index | 10.33 | | 21.88 | | 5.32 | | 6.67 | |
| Key Fund statistics | |
| Net Assets | $718,826,077 |
| Number of Portfolio Holdings | 520 |
| Portfolio Turnover Rate | 83% |
The Fund has added the MSCI World Index in response to new regulatory requirements.
The Fund commenced operations on June 1, 2017.
Performance shown prior to the Institutional Shares inception date of November 30, 2018 is that of Class K Shares (which have no distribution or service fees) and was restated to reflect Institutional Shares fees.
Past performance is not an indication of future results. Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. Visit blackrock.com for more recent performance information.
What did the Fund invest in?
(as of October 31, 2024)
| Geographic allocation |
| Country/Geographic Region | Percent of
Net Assets | |
| United States | 66.2 | % |
| Japan | 8.9 | % |
| China | 6.3 | % |
| India | 3.9 | % |
| Taiwan | 3.9 | % |
| Denmark | 1.7 | % |
| United Kingdom | 1.6 | % |
| France | 1.5 | % |
| Hong Kong | 1.3 | % |
| Italy | 1.0 | % |
| Other# | 3.6 | % |
| Other Assets Less Liabilities | 0.1 | % |
| Ten largest holdings |
| Security(a) | Percent of
Net Assets | |
| Microsoft Corp. | 2.3 | % |
| Johnson & Johnson | 1.4 | % |
| Motorola Solutions, Inc. | 1.4 | % |
| Meta Platforms, Inc., Class A | 1.3 | % |
| Hermes International SCA | 1.3 | % |
| Novo Nordisk A/S, Class B | 1.2 | % |
| S&P Global, Inc. | 1.2 | % |
| Verizon Communications, Inc. | 1.2 | % |
| Procter & Gamble Co. | 1.2 | % |
| Alphabet, Inc., Class C | 1.1 | % |
| (a) | Excludes short-term securities, short investments and options, if any. |
| # | Ten largest countries/geographic regions are presented. Additional countries/geographic regions are found in Other. |
If you wish to view additional information about the Fund, including but not limited to financial statements, the Fund’s prospectus, and proxy voting policies and procedures, please visit blackrock.com/fundreports. For proxy voting records, visit blackrock.com/proxyrecords.
The Fund is not sponsored, endorsed, issued, sold, or promoted by MSCI Inc. and its affiliates, nor does this company make any representation regarding the advisability of investing in the Fund. BlackRock is not affiliated with the company listed above.
©2024 BlackRock, Inc. or its affiliates. All rights reserved. BLACKROCK is a registered trademark of BlackRock, Inc. or its affiliates. All other trademarks are those of their respective owners.
BlackRock GA Disciplined Volatility Equity Fund
Institutional Shares | BIDVX
Semi-Annual Shareholder Report — October 31, 2024
BIDVX-10/24-SAR
BlackRock GA Disciplined Volatility Equity Fund
Class K Shares | BGDVX
Semi-Annual Shareholder Report — October 31, 2024
This semi-annual shareholder report contains important information about BlackRock GA Disciplined Volatility Equity Fund (the “Fund”) for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Fund at blackrock.com/fundreports. You can also request this information by contacting us at (800) 537‑4942.
What were the Fund costs for the last six months ?
(based on a hypothetical $10,000 investment)
| Class name | Costs of a $10,000
investment | Costs paid as a percentage of a
$10,000 investment |
| Class K Shares | $26 | 0.49%(a) |
| Average annual total returns | | | | | | | | |
| 6-Month
Total
Returns | | 1 Year | | 5 Years | | Since Fund
Inception | |
| Class K Shares | 8.50 | % | 25.34 | % | 9.05 | % | 8.21 | % |
| MSCI World Index | 11.13 | | 33.68 | | 12.03 | | 10.83 | |
| MSCI ACWI Minimum Volatility (USD) Index | 10.33 | | 21.88 | | 5.32 | | 6.67 | |
| Key Fund statistics | |
| Net Assets | $718,826,077 |
| Number of Portfolio Holdings | 520 |
| Portfolio Turnover Rate | 83% |
The Fund has added the MSCI World Index in response to new regulatory requirements.
The Fund commenced operations on June 1, 2017.
On November 30, 2018, all issued and outstanding shares of the Fund were redesignated as Class K Shares.
Past performance is not an indication of future results. Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. Visit blackrock.com for more recent performance information.
What did the Fund invest in?
(as of October 31, 2024)
| Geographic allocation |
| Country/Geographic Region | Percent of
Net Assets | |
| United States | 66.2 | % |
| Japan | 8.9 | % |
| China | 6.3 | % |
| India | 3.9 | % |
| Taiwan | 3.9 | % |
| Denmark | 1.7 | % |
| United Kingdom | 1.6 | % |
| France | 1.5 | % |
| Hong Kong | 1.3 | % |
| Italy | 1.0 | % |
| Other# | 3.6 | % |
| Other Assets Less Liabilities | 0.1 | % |
| Ten largest holdings |
| Security(a) | Percent of
Net Assets | |
| Microsoft Corp. | 2.3 | % |
| Johnson & Johnson | 1.4 | % |
| Motorola Solutions, Inc. | 1.4 | % |
| Meta Platforms, Inc., Class A | 1.3 | % |
| Hermes International SCA | 1.3 | % |
| Novo Nordisk A/S, Class B | 1.2 | % |
| S&P Global, Inc. | 1.2 | % |
| Verizon Communications, Inc. | 1.2 | % |
| Procter & Gamble Co. | 1.2 | % |
| Alphabet, Inc., Class C | 1.1 | % |
| (a) | Excludes short-term securities, short investments and options, if any. |
| # | Ten largest countries/geographic regions are presented. Additional countries/geographic regions are found in Other. |
If you wish to view additional information about the Fund, including but not limited to financial statements, the Fund’s prospectus, and proxy voting policies and procedures, please visit blackrock.com/fundreports. For proxy voting records, visit blackrock.com/proxyrecords.
The Fund is not sponsored, endorsed, issued, sold, or promoted by MSCI Inc. and its affiliates, nor does this company make any representation regarding the advisability of investing in the Fund. BlackRock is not affiliated with the company listed above.
©2024 BlackRock, Inc. or its affiliates. All rights reserved. BLACKROCK is a registered trademark of BlackRock, Inc. or its affiliates. All other trademarks are those of their respective owners.
BlackRock GA Disciplined Volatility Equity Fund
Class K Shares | BGDVX
Semi-Annual Shareholder Report — October 31, 2024
BGDVX-10/24-SAR
BlackRock GA Dynamic Equity Fund
Institutional Shares | BIEEX
Semi-Annual Shareholder Report — October 31, 2024
This semi-annual shareholder report contains important information about BlackRock GA Dynamic Equity Fund (the “Fund”) for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Fund at blackrock.com/fundreports. You can also request this information by contacting us at (800) 537‑4942.
What were the Fund costs for the last six months ?
(based on a hypothetical $10,000 investment)
| Class name | Costs of a $10,000
investment | Costs paid as a percentage of a
$10,000 investment |
| Institutional Shares | $28 | 0.54%(a) |
| Average annual total returns | | | | | | | | |
| 6-Month
Total
Returns | | 1 Year | | 5 Years | | Since Fund
Inception | |
| Institutional Shares | 8.94 | % | 30.21 | % | 11.47 | % | 9.87 | % |
| MSCI World Index | 11.13 | | 33.68 | | 12.03 | | 10.83 | |
| Key Fund statistics | |
| Net Assets | $1,198,094,540 |
| Number of Portfolio Holdings | 230 |
| Portfolio Turnover Rate | 40% |
The Fund commenced operations on June 1, 2017.
Performance shown prior to the Institutional Shares inception date of November 30, 2018 is that of Class K Shares (which have no distribution or service fees) and was restated to reflect Institutional Shares fees.
Past performance is not an indication of future results. Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. Visit blackrock.com for more recent performance information.
What did the Fund invest in?
(as of October 31, 2024)
| Geographic allocation |
| Country/Geographic Region | Percent of
Net Assets | |
| United States | 81.2 | % |
| United Kingdom | 3.0 | % |
| Japan | 3.0 | % |
| France | 2.5 | % |
| Italy | 2.1 | % |
| Canada | 1.6 | % |
| China | 1.1 | % |
| Netherlands | 1.0 | % |
| Spain | 0.9 | % |
| Germany | 0.6 | % |
| Other# | 2.4 | % |
| Other Assets Less Liabilities | 0.6 | % |
| Ten largest holdings |
| Security(a) | Percent of
Net Assets | |
| Microsoft Corp. | 4.7 | % |
| NVIDIA Corp. | 4.0 | % |
| Apple, Inc. | 3.7 | % |
| Amazon.com, Inc. | 3.4 | % |
| Alphabet, Inc., Class C | 2.7 | % |
| JPMorgan Chase & Co. | 2.2 | % |
| Meta Platforms, Inc., Class A | 2.2 | % |
| UnitedHealth Group, Inc. | 2.0 | % |
| Bank of America Corp. | 1.9 | % |
| Walmart, Inc. | 1.9 | % |
| (a) | Excludes short-term securities, short investments and options, if any. |
| # | Ten largest countries/geographic regions are presented. Additional countries/geographic regions are found in Other. |
If you wish to view additional information about the Fund, including but not limited to financial statements, the Fund’s prospectus, and proxy voting policies and procedures, please visit blackrock.com/fundreports. For proxy voting records, visit blackrock.com/proxyrecords.
The Fund is not sponsored, endorsed, issued, sold, or promoted by MSCI Inc. and its affiliates, nor does this company make any representation regarding the advisability of investing in the Fund. BlackRock is not affiliated with the company listed above.
©2024 BlackRock, Inc. or its affiliates. All rights reserved. BLACKROCK is a registered trademark of BlackRock, Inc. or its affiliates. All other trademarks are those of their respective owners.
BlackRock GA Dynamic Equity Fund
Institutional Shares | BIEEX
Semi-Annual Shareholder Report — October 31, 2024
BIEEX-10/24-SAR
BlackRock GA Dynamic Equity Fund
Class K Shares | BGEEX
Semi-Annual Shareholder Report — October 31, 2024
This semi-annual shareholder report contains important information about BlackRock GA Dynamic Equity Fund (the “Fund”) for the period of May 1, 2024 to October 31, 2024. You can find additional information about the Fund at blackrock.com/fundreports. You can also request this information by contacting us at (800) 537‑4942.
What were the Fund costs for the last six months ?
(based on a hypothetical $10,000 investment)
| Class name | Costs of a $10,000
investment | Costs paid as a percentage of a
$10,000 investment |
| Class K Shares | $24 | 0.46%(a) |
| Average annual total returns | | | | | | | | |
| 6-Month
Total
Returns | | 1 Year | | 5 Years | | Since Fund
Inception | |
| Class K Shares | 8.94 | % | 30.21 | % | 11.54 | % | 9.92 | % |
| MSCI World Index | 11.13 | | 33.68 | | 12.03 | | 10.83 | |
| Key Fund statistics | |
| Net Assets | $1,198,094,540 |
| Number of Portfolio Holdings | 230 |
| Portfolio Turnover Rate | 40% |
The Fund commenced operations on June 1, 2017.
On November 30, 2018, all issued and outstanding shares of the Fund were redesignated as Class K Shares.
Past performance is not an indication of future results. Performance results may include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or on the redemption or sale of fund shares. Visit blackrock.com for more recent performance information.
What did the Fund invest in?
(as of October 31, 2024)
| Geographic allocation |
| Country/Geographic Region | Percent of
Net Assets | |
| United States | 81.2 | % |
| United Kingdom | 3.0 | % |
| Japan | 3.0 | % |
| France | 2.5 | % |
| Italy | 2.1 | % |
| Canada | 1.6 | % |
| China | 1.1 | % |
| Netherlands | 1.0 | % |
| Spain | 0.9 | % |
| Germany | 0.6 | % |
| Other# | 2.4 | % |
| Other Assets Less Liabilities | 0.6 | % |
| Ten largest holdings |
| Security(a) | Percent of
Net Assets | |
| Microsoft Corp. | 4.7 | % |
| NVIDIA Corp. | 4.0 | % |
| Apple, Inc. | 3.7 | % |
| Amazon.com, Inc. | 3.4 | % |
| Alphabet, Inc., Class C | 2.7 | % |
| JPMorgan Chase & Co. | 2.2 | % |
| Meta Platforms, Inc., Class A | 2.2 | % |
| UnitedHealth Group, Inc. | 2.0 | % |
| Bank of America Corp. | 1.9 | % |
| Walmart, Inc. | 1.9 | % |
| (a) | Excludes short-term securities, short investments and options, if any. |
| # | Ten largest countries/geographic regions are presented. Additional countries/geographic regions are found in Other. |
If you wish to view additional information about the Fund, including but not limited to financial statements, the Fund’s prospectus, and proxy voting policies and procedures, please visit blackrock.com/fundreports. For proxy voting records, visit blackrock.com/proxyrecords.
The Fund is not sponsored, endorsed, issued, sold, or promoted by MSCI Inc. and its affiliates, nor does this company make any representation regarding the advisability of investing in the Fund. BlackRock is not affiliated with the company listed above.
©2024 BlackRock, Inc. or its affiliates. All rights reserved. BLACKROCK is a registered trademark of BlackRock, Inc. or its affiliates. All other trademarks are those of their respective owners.
BlackRock GA Dynamic Equity Fund
Class K Shares | BGEEX
Semi-Annual Shareholder Report — October 31, 2024
BGEEX-10/24-SAR
(b) Not Applicable
| Item 2 – | Code of Ethics – Not Applicable to this semi-annual report |
| Item 3 – | Audit Committee Financial Expert – Not Applicable to this semi-annual report |
| Item 4 – | Principal Accountant Fees and Services – Not Applicable to this semi-annual report |
| Item 5 – | Audit Committee of Listed Registrant – Not Applicable |
(a) The registrant’s Schedule of Investments is included as part of the Financial Statements and Financial Highlights for Open-End Management Investment Companies filed under Item 7 of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period covered since the previous Form N-CSR filing.
| Item 7 – | Financial Statements and Financial Highlights for Open-End Management Investment Companies |
(a) The registrant’s Financial Statements are attached herewith.
(b) The registrant’s Financial Highlights are attached herewith.
October 31, 2024
2024 Semi-Annual Financial Statements and Additional Information (Unaudited) |
|
• BlackRock GA Disciplined Volatility Equity Fund |
• BlackRock GA Dynamic Equity Fund |
Not FDIC Insured • May Lose Value • No Bank Guarantee |
Derivative Financial Instruments
The Funds may invest in various derivative financial instruments. These instruments are used to obtain exposure to a security, commodity, index, market, and/or other assets without owning or taking physical custody of securities, commodities and/or other referenced assets or to manage market, equity, credit, interest rate, foreign currency exchange rate, commodity and/or other risks. Derivative financial instruments may give rise to a form of economic leverage and involve risks, including the imperfect correlation between the value of a derivative financial instrument and the underlying asset, possible default of the counterparty to the transaction or illiquidity of the instrument. Pursuant to Rule 18f-4 under the 1940 Act, among other things, the Funds must either use derivative financial instruments with embedded leverage in a limited manner or comply with an outer limit on fund leverage risk based on value-at-risk. The Funds’ successful use of a derivative financial instrument depends on the investment adviser’s ability to predict pertinent market movements accurately, which cannot be assured. The use of these instruments may result in losses greater than if they had not been used, may limit the amount of appreciation a Fund can realize on an investment and/or may result in lower distributions paid to shareholders. The Funds’ investments in these instruments, if any, are discussed in detail in the Notes to Consolidated Financial Statements.
Derivative Financial Instruments3
Consolidated Schedule of Investments (unaudited)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund(Percentages shown are based on Net Assets)
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AAC Technologies Holdings, Inc. | | | |
Anker Innovations Technology Co. Ltd., Class A | | | |
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Bosideng International Holdings Ltd. | | | |
BYD Electronic International Co. Ltd. | | | |
China Hongqiao Group Ltd. | | | |
China Tower Corp. Ltd., Class H(b) | | | |
Contemporary Amperex Technology Co. Ltd., Class A | | | |
COSCO SHIPPING Holdings Co. Ltd., Class H | | | |
Eastroc Beverage Group Co. Ltd., Class A | | | |
Giant Biogene Holding Co. Ltd.(b) | | | |
Great Wall Motor Co. Ltd., Class A | | | |
Great Wall Motor Co. Ltd., Class H | | | |
Haidilao International Holding Ltd.(b) | | | |
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Kuaishou Technology(a)(b) | | | |
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PetroChina Co. Ltd., Class H | | | |
Sunny Optical Technology Group Co. Ltd. | | | |
Suzhou TFC Optical Communication Co. Ltd., Class A | | | |
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Tongcheng Travel Holdings Ltd. | | | |
Weichai Power Co. Ltd., Class A | | | |
Weichai Power Co. Ltd., Class H | | | |
Xiaomi Corp., Class B(a)(b) | | | |
Yealink Network Technology Corp. Ltd., Class A | | | |
Yutong Bus Co. Ltd., Class A | | | |
Zhejiang Dingli Machinery Co. Ltd., Class A | | | |
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Ascendis Pharma A/S, ADR(a) | | | |
Novo Nordisk A/S, Class B | | | |
Novonesis (Novozymes) B, Class B | | | |
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LVMH Moet Hennessy Louis Vuitton SE | | | |
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MTU Aero Engines AG, Class N | | | |
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HKT Trust & HKT Ltd., Class SS | | | |
Hongkong Land Holdings Ltd. | | | |
Jardine Matheson Holdings Ltd. | | | |
Orient Overseas International Ltd. | | | |
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Aditya Birla Capital Ltd.(a) | | | |
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AU Small Finance Bank Ltd.(b) | | | |
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Bharat Petroleum Corp. Ltd. | | | |
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Godrej Consumer Products Ltd. | | | |
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HDFC Asset Management Co. Ltd.(b) | | | |
HDFC Life Insurance Co. Ltd.(b) | | | |
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Hindustan Aeronautics Ltd. | | | |
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InterGlobe Aviation Ltd.(a)(b) | | | |
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Power Grid Corp. of India Ltd. | | | |
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Tata Consultancy Services Ltd. | | | |
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Bank Negara Indonesia Persero Tbk PT | | | |
Bank Syariah Indonesia Tbk PT | | | |
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Teva Pharmaceutical Industries Ltd., ADR(a) | | | |
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Chubu Electric Power Co., Inc. | | | |
Dai-ichi Life Holdings, Inc. | | | |
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Daiwa Securities Group, Inc. | | | |
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Kawasaki Kisen Kaisha Ltd. | | | |
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Mitsubishi Chemical Group Corp. | | | |
42024 BlackRock Semi-Annual Financial Statements and Additional Information
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund(Percentages shown are based on Net Assets)
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Mitsubishi Electric Corp. | | | |
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MS&AD Insurance Group Holdings, Inc. | | | |
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Nippon Paint Holdings Co. Ltd. | | | |
Nippon Telegraph & Telephone Corp. | | | |
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United Overseas Bank Ltd. | | | |
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Doosan Enerbility Co. Ltd.(a) | | | |
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Sika AG, Registered Shares | | | |
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Chunghwa Telecom Co. Ltd. | | | |
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Evergreen Marine Corp. Taiwan Ltd. | | | |
Far EasTone Telecommunications Co. Ltd. | | | |
Fortune Electric Co. Ltd. | | | |
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Hon Hai Precision Industry Co. Ltd. | | | |
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Realtek Semiconductor Corp. | | | |
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Yang Ming Marine Transport Corp. | | | |
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London Stock Exchange Group PLC | | | |
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Alnylam Pharmaceuticals, Inc.(a) | | | |
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Altair Engineering, Inc., Class A(a) | | | |
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American Homes 4 Rent, Class A | | | |
American Water Works Co., Inc. | | | |
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Archer-Daniels-Midland Co. | | | |
Atlassian Corp., Class A(a) | | | |
Aura Biosciences, Inc.(a) | | | |
Avadel Pharmaceuticals PLC(a) | | | |
Axsome Therapeutics, Inc.(a) | | | |
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Berkshire Hathaway, Inc., Class B(a) | | | |
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BioMarin Pharmaceutical, Inc.(a) | | | |
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Bridgebio Pharma, Inc.(a) | | | |
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Cadence Design Systems, Inc.(a) | | | |
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Cboe Global Markets, Inc. | | | |
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Chipotle Mexican Grill, Inc.(a) | | | |
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Consolidated Edison, Inc. | | | |
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Datadog, Inc., Class A(a) | | | |
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DoorDash, Inc., Class A(a) | | | |
DraftKings, Inc., Class A(a) | | | |
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Consolidated Schedule of Investments5
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund(Percentages shown are based on Net Assets)
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United States (continued) | |
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Enterprise Products Partners LP | | | |
Erie Indemnity Co., Class A | | | |
Estee Lauder Cos., Inc., Class A | | | |
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Expeditors International of Washington, Inc. | | | |
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Floor & Decor Holdings, Inc., Class A(a) | | | |
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GoDaddy, Inc., Class A(a) | | | |
Healthpeak Properties, Inc. | | | |
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IDEXX Laboratories, Inc.(a) | | | |
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Inspire Medical Systems, Inc.(a) | | | |
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Intuitive Surgical, Inc.(a) | | | |
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Legend Biotech Corp., ADR(a) | | | |
Lennox International, Inc. | | | |
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LPL Financial Holdings, Inc. | | | |
Madrigal Pharmaceuticals, Inc.(a) | | | |
Manhattan Associates, Inc.(a) | | | |
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MarketAxess Holdings, Inc. | | | |
Marsh & McLennan Cos., Inc. | | | |
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Mastercard, Inc., Class A | | | |
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Meta Platforms, Inc., Class A | | | |
| | | |
Mondelez International, Inc., Class A | | | |
MongoDB, Inc., Class A(a) | | | |
Monolithic Power Systems, Inc. | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
United States (continued) | |
| | | |
Philip Morris International, Inc. | | | |
PNC Financial Services Group, Inc. | | | |
Principal Financial Group, Inc. | | | |
| | | |
| | | |
| | | |
Regeneron Pharmaceuticals, Inc.(a) | | | |
| | | |
| | | |
Rockwell Automation, Inc. | | | |
| | | |
| | | |
| | | |
Royal Caribbean Cruises Ltd. | | | |
Royalty Pharma PLC, Class A | | | |
| | | |
| | | |
Samsara, Inc., Class A(a) | | | |
| | | |
Seagate Technology Holdings PLC | | | |
| | | |
| | | |
Snowflake, Inc., Class A(a) | | | |
| | | |
| | | |
| | | |
Thermo Fisher Scientific, Inc. | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Tyson Foods, Inc., Class A | | | |
| | | |
United Therapeutics Corp.(a) | | | |
| | | |
Universal Health Services, Inc., Class B | | | |
| | | |
Veeva Systems, Inc., Class A(a) | | | |
| | | |
Verizon Communications, Inc. | | | |
Vertex Pharmaceuticals, Inc.(a) | | | |
| | | |
| | | |
| | | |
| | | |
Warner Bros Discovery, Inc., Class A(a) | | | |
| | | |
Workday, Inc., Class A(a) | | | |
Zillow Group, Inc., Class C(a) | | | |
| | | |
| | | |
Total Long-Term Investments — 98.9%
(Cost: $656,855,972) | |
62024 BlackRock Semi-Annual Financial Statements and Additional Information
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund(Percentages shown are based on Net Assets)
| | | |
|
Money Market Funds — 1.0% | |
BlackRock Liquidity Funds, T-Fund, Institutional Shares, 4.75%(d)(e) | | | |
Total Short-Term Securities — 1.0%
(Cost: $7,050,921) | |
|
|
| |
| | | |
| |
| | | |
| |
| | | |
| |
| | | |
| | | |
Charles River Laboratories International, Inc.(a) | | | |
Constellation Energy Corp. | | | |
Corebridge Financial, Inc. | | | |
| | | |
United States (continued) | |
| | | |
Lamb Weston Holdings, Inc. | | | |
| | | |
Palantir Technologies, Inc., Class A(a) | | | |
| | | |
Walgreens Boots Alliance, Inc. | | | |
| | | |
Total Investments Sold Short — (1.3)%
(Proceeds: $(9,428,447)) | |
Total Investments — 98.6%
(Cost: $654,478,446) | |
Other Assets Less Liabilities — 1.4% | |
| |
| Non-income producing security. |
| Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors. |
| All or a portion of the security has been pledged and/or segregated as collateral in connection with outstanding exchange-traded options written. |
| |
| Annualized 7-day yield as of period end. |
Investments in issuers considered to be affiliate(s) of the Fund during the six months ended October 31, 2024 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
| | | | | Change in
Unrealized
Appreciation
(Depreciation) | | | | Capital Gain
Distributions
from
Underlying
Funds |
BlackRock Liquidity Funds, T-Fund, Institutional Shares | | | | | | | | | |
| Represents net amount purchased (sold). |
Derivative Financial Instruments Outstanding as of Period End
Forward Foreign Currency Exchange Contracts
| | | | Unrealized
Appreciation
(Depreciation) |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | Morgan Stanley & Co. International PLC | | |
| | | | | | |
| | | | Goldman Sachs International | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | Goldman Sachs International | | |
| | | | | | |
| | | | Canadian Imperial Bank of Commerce | | |
| | | | Canadian Imperial Bank of Commerce | | |
| | | | Morgan Stanley & Co. International PLC | | |
Consolidated Schedule of Investments7
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund
Forward Foreign Currency Exchange Contracts (continued)
| | | | Unrealized Appreciation (Depreciation) |
| | | | | | |
| | | | | | |
| | | | Canadian Imperial Bank of Commerce | | |
| | | | Morgan Stanley & Co. International PLC | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| |
| | | | | Accrued
Unrealized
Appreciation
(Depreciation) | Net Value of
Reference
Entity | Gross
Notional
Amount
Net Asset
Percentage |
Equity Securities Long/Short | | | | | | | |
| | JPMorgan Chase Bank N.A.(d) | | | | | |
| | | | | | | |
| The Fund receives the total return on a portfolio of long positions underlying the total return swap. The Fund pays the total return on a portfolio of short positions underlying the total return swap. In addition, the Fund pays or receives a variable rate of interest, based on a specified benchmark. The benchmark and spread are determined based upon the country and/or currency of the individual underlying positions. |
| Amount includes $115,999 of net dividends and financing fees. |
| Amount includes $86,122 of net dividends and financing fees. |
The following are the specified benchmarks (plus or minus a range) used in determining the variable rate of interest: |
| | |
| 10-500 basis points
USD - 1D Overnight Bank Funding Rate (OBFR01) | 15-2,000 basis points
USD - 1D Overnight Bank Funding Rate (OBFR01) |
The following table represents the individual long and short positions and related values of the equity securities underlying the total return swap with Citibank N.A. as of period end, termination dates 02/26/25 — 02/24/28:
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
B3 SA - Brasil Bolsa Balcao | | | |
| | | |
BB Seguridade Participacoes SA | | | |
| | | |
| | | |
| | | |
Fairfax Financial Holdings Ltd. | | | |
| | | |
| | | |
82024 BlackRock Semi-Annual Financial Statements and Additional Information
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Grupo Financiero Banorte SAB de CV | | | |
Wal-Mart de Mexico SAB de CV | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Banque Cantonale Vaudoise | | | |
Kuehne & Nagel International AG, Registered Shares | | | |
Logitech International SA | | | |
Novartis AG, Registered Shares | | | |
| | | |
| | | |
| | | |
British American Tobacco PLC | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Cia Energetica de Minas Gerais | | | |
Cia Paranaense de Energia - Copel | | | |
| | | |
| | | |
| | | |
| | | |
Total Reference Entity — Long | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Canadian Pacific Kansas City Ltd. | | | |
| | | |
| | | |
Alibaba Health Information Technology Ltd. | | | |
Beijing Enterprises Water Group Ltd. | | | |
C&D International Investment Group Ltd. | | | |
China International Capital Corp., Ltd. | | | |
| | | |
Gcl Technology Holdings Ltd. | | | |
| | | |
Longfor Group Holdings Ltd. | | | |
| | | |
Wuxi Biologics Cayman Inc. | | | |
Xinyi Solar Holdings Ltd. | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Mitsubishi Heavy Industries Ltd. | | | |
Seven & i Holdings Co. Ltd. | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Delivery Hero SE, Class A | | | |
| | | |
| | | |
Consolidated Schedule of Investments9
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund
| | | |
| | | |
| | | |
| | | |
| | | |
H & M Hennes & Mauritz AB | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Lite-On Technology Corp., ADR | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Air Products and Chemicals, Inc. | | | |
| | | |
| | | |
Ares Management Corp., Class A | | | |
| | | |
| | | |
| | | |
Charles River Laboratories International, Inc. | | | |
Charter Communications, Inc. | | | |
| | | |
Constellation Energy Corp. | | | |
| | | |
| | | |
| | | |
GE HealthCare Technologies, Inc. | | | |
Knight-Swift Transportation Holdings, Inc. | | | |
Lamb Weston Holdings, Inc. | | | |
| | | |
Palantir Technologies, Inc., Class A | | | |
| | | |
Rivian Automotive, Inc., Class A | | | |
| | | |
| | | |
Super Micro Computer Inc. | | | |
| | | |
| | | |
United States (continued) | | | |
| | | |
Walgreens Boots Alliance, Inc. | | | |
| | | |
| | | |
Total Reference Entity — Short | | | |
Net Value of Reference Entity — Citibank N.A. | | |
The following table represents the individual long and short positions and related values of the equity securities underlying the total return swap with JPMorgan Chase Bank N.A. as of period end, termination dates 02/10/25 — 02/18/25:
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Ultrapar Participacoes SA | | | |
| | | |
Alimentation Couche-Tard Inc. | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
La Francaise des Jeux SAEM | | | |
| | | |
| | | |
Mediobanca Banca di Credito Finanziario SpA | | | |
| | | |
Koninklijke Ahold Delhaize NV | | | |
| | | |
Powszechny Zaklad Ubezpieczen SA | | | |
| | | |
| | | |
| | | |
| | | |
102024 BlackRock Semi-Annual Financial Statements and Additional Information
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Banco Bilbao Vizcaya Argentaria SA | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Total Reference Entity — Long | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Treasury Wine Estates Ltd. | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Ivanhoe Mines Ltd., Class A | | | |
| | | |
C&D International Investment Group Ltd. | | | |
China International Capital Corp., Ltd. | | | |
China National Building Material Co., Ltd. | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Impala Platinum Holdings Ltd. | | | |
Northam Platinum Holdings Ltd. | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Lite-On Technology Corp., ADR | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Total Reference Entity — Short | | | |
Net Value of Reference Entity — JPMorgan Chase Bank N.A. | | |
Balances Reported in the Statements of Assets and Liabilities for OTC Swaps
Consolidated Schedule of Investments11
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund
Derivative Financial Instruments Categorized by Risk Exposure
As of period end, the fair values of derivative financial instruments located in the Consolidated Statements of Assets and Liabilities were as follows:
| | | | Foreign
Currency
Exchange
Contracts | | | |
Assets — Derivative Financial Instruments | | | | | | | |
Forward foreign currency exchange contracts
Unrealized appreciation on forward foreign currency exchange contracts | | | | | | | |
Swaps — OTC
Unrealized appreciation on OTC swaps; Swap premiums paid | | | | | | | |
| | | | | | | |
Liabilities — Derivative Financial Instruments | | | | | | | |
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts | | | | | | | |
Swaps — OTC
Unrealized depreciation on OTC swaps; Swap premiums received | | | | | | | |
| | | | | | | |
For the period ended October 31, 2024, the effect of derivative financial instruments in the Statements of Operations was as follows:
| | | | Foreign
Currency
Exchange
Contracts | | | |
Net Realized Gain (Loss) from: | | | | | | | |
| | | | | | | |
Forward foreign currency exchange contracts | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net Change in Unrealized Appreciation (Depreciation) on: | | | | | | | |
Forward foreign currency exchange contracts | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Options purchased are included in net realized gain (loss) from investments — unaffiliated. |
| Options purchased are included in net change in unrealized appreciation (depreciation) on investments — unaffiliated. |
Average Quarterly Balances of Outstanding Derivative Financial Instruments
Forward foreign currency exchange contracts: | |
Average amounts purchased — in USD | |
Average amounts sold — in USD | |
| |
Average value of option contracts purchased | |
Average value of option contracts written | |
| |
| |
| Derivative financial instrument not held at any quarter-end. The risk exposure table serves as an indicator of activity during the period. |
For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Consolidated Financial Statements.
122024 BlackRock Semi-Annual Financial Statements and Additional Information
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund
Derivative Financial Instruments — Offsetting as of Period End
The Fund’s derivative assets and liabilities (by type) were as follows:
| | |
Derivative Financial Instruments | | |
Forward foreign currency exchange contracts | | |
| | |
Total derivative assets and liabilities in the Statements of Assets and Liabilities | | |
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”) | | |
Total derivative assets and liabilities subject to an MNA | | |
| Includes unrealized appreciation (depreciation) on OTC swaps and swap premiums (paid/received) in the Consolidated Statements of Assets and Liabilities. |
The following table presents the Fund’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received and pledged by the Fund:
| Derivative
Assets
Subject to
an MNA by
Counterparty | Derivatives
Available
for Offset(a) | Non-Cash
Collateral
Received(b) | Cash
Collateral
Received(b) | Net Amount
of Derivative
Assets(c)(d) |
| | | | | |
| | | | | |
| | | | | |
Goldman Sachs International | | | | | |
| | | | | |
Morgan Stanley & Co. International PLC | | | | | |
| | | | | |
| | | | | |
| Derivative
Liabilities
Subject to
an MNA by
Counterparty | Derivatives
Available
for Offset(a) | Non-Cash
Collateral
Pledged(b) | | Net Amount
of Derivative
Liabilities(c)(e) |
| | | | | |
Canadian Imperial Bank of Commerce | | | | | |
| | | | | |
| | | | | |
Morgan Stanley & Co. International PLC | | | | | |
| | | | | |
| | | | | |
| | | | | |
| The amount of derivatives available for offset is limited to the amount of derivative assets and/or liabilities that are subject to an MNA. |
| Excess of collateral received/pledged, if any, from the individual counterparty is not shown for financial reporting purposes. |
| Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized. |
| Net amount represents the net amount receivable from the counterparty in the event of default. |
| Net amount represents the net amount payable due to counterparty in the event of default. |
Consolidated Schedule of Investments13
Consolidated Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Disciplined Volatility Equity Fund
Fair Value Hierarchy as of Period End
Various inputs are used in determining the fair value of financial instruments at the measurement date. For a description of the input levels and information about the Fund’s policy regarding valuation of financial instruments, refer to the Notes to Consolidated Financial Statements.
The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Consolidated Schedule of Investments above.
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Derivative Financial Instruments(a) | | | | |
| | | | |
| | | | |
Foreign Currency Exchange Contracts | | | | |
| | | | |
| | | | |
Foreign Currency Exchange Contracts | | | | |
| | | | |
| Derivative financial instruments are swaps and forward foreign currency exchange contracts. Swaps and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
See notes to financial statements.
142024 BlackRock Semi-Annual Financial Statements and Additional Information
Schedule of Investments (unaudited)October 31, 2024
BlackRock GA Dynamic Equity Fund(Percentages shown are based on Net Assets)
| | | |
|
| |
| | | |
| |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
Contemporary Amperex Technology Co. Ltd., Class A | | | |
| | | |
| | | |
| |
| | | |
Novo Nordisk A/S, Class B | | | |
| | | |
| |
| | | |
| | | |
| | | |
LVMH Moet Hennessy Louis Vuitton SE | | | |
| | | |
| |
| | | |
Deutsche Telekom AG, Class N, Registered Shares | | | |
| | | |
| |
| | | |
| |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
Mitsubishi UFJ Financial Group, Inc. | | | |
| | | |
| | | |
| |
| | | |
| |
| | | |
| |
| | | |
| |
| | | |
| |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | |
United Arab Emirates — 0.0% | |
| | | |
| |
| | | |
| | | |
United Kingdom (continued) | |
| | | |
| | | |
| | | |
| | | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Boston Scientific Corp.(b) | | | |
| | | |
| | | |
Capital One Financial Corp. | | | |
CF Industries Holdings, Inc. | | | |
| | | |
Chipotle Mexican Grill, Inc.(b) | | | |
Confluent, Inc., Class A(b) | | | |
| | | |
| | | |
| | | |
| | | |
Datadog, Inc., Class A(b) | | | |
| | | |
Discover Financial Services | | | |
| | | |
Edwards Lifesciences Corp.(b) | | | |
| | | |
| | | |
Estee Lauder Cos., Inc., Class A | | | |
| | | |
Goldman Sachs Group, Inc. | | | |
| | | |
| | | |
| | | |
| | | |
Intuitive Surgical, Inc.(b) | | | |
| | | |
Liberty Media Corp.-Liberty Live, Class C(b) | | | |
Live Nation Entertainment, Inc.(b) | | | |
Marsh & McLennan Cos., Inc. | | | |
Mastercard, Inc., Class A | | | |
| | | |
Meta Platforms, Inc., Class A | | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Palo Alto Networks, Inc.(b) | | | |
| | | |
| | | |
| | | |
| | | |
Schedule of Investments15
Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Dynamic Equity Fund(Percentages shown are based on Net Assets)
| | | |
United States (continued) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
Total Common Stocks — 90.9%
(Cost: $972,946,062) | |
|
| |
iShares Biotechnology ETF(e) | | | |
iShares Core S&P Small-Cap ETF(e) | | | |
iShares MSCI China ETF(e) | | | |
| | | |
SPDR S&P Homebuilders ETF | | | |
Total Investment Companies — 0.7%
(Cost: $8,289,984) | |
Total Long-Term Investments — 91.6%
(Cost: $981,236,046) | |
| | | |
|
Money Market Funds — 7.8% | |
BlackRock Liquidity Funds, T-Fund, Institutional Shares, 4.75%(e)(f) | | | |
Total Short-Term Securities — 7.8%
(Cost: $93,250,792) | |
Options Purchased — 0.4%
(Cost: $7,375,537) | |
Total Investments Before Options Written — 99.8%
(Cost: $1,081,862,375) | |
Options Written — (0.2)%
(Premiums Received: $(2,570,777)) | |
Total Investments, Net of Options Written — 99.6%
(Cost: $1,079,291,598) | |
Other Assets Less Liabilities — 0.4% | |
| |
| Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors. |
| Non-income producing security. |
| Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy. |
| All or a portion of the security has been pledged and/or segregated as collateral in connection with outstanding exchange-traded options written. |
| |
| Annualized 7-day yield as of period end. |
Investments in issuers considered to be affiliate(s) of the Fund during the six months ended October 31, 2024 for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows:
| | | | | Change in
Unrealized
Appreciation
(Depreciation) | | | | Capital Gain
Distributions
from
Underlying
Funds |
BlackRock Liquidity Funds, T-Fund, Institutional Shares | | | | | | | | | |
iShares Biotechnology ETF | | | | | | | | | |
iShares Core S&P Small-Cap ETF | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Represents net amount purchased (sold). |
162024 BlackRock Semi-Annual Financial Statements and Additional Information
Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Dynamic Equity Fund
Derivative Financial Instruments Outstanding as of Period End
| | | | Value/
Unrealized
Appreciation
(Depreciation) |
| | | | |
| | | | |
| | | | |
| | | | |
E-mini Russell 2000 Index | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Forward Foreign Currency Exchange Contracts
| | | | Unrealized
Appreciation
(Depreciation) |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | Canadian Imperial Bank of Commerce | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | Morgan Stanley & Co. International PLC | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | Morgan Stanley & Co. International PLC | | |
| | | | | | |
| | | | | | |
| | | | Morgan Stanley & Co. International PLC | | |
| | | | | | |
| |
Schedule of Investments17
Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Dynamic Equity Fund
Exchange-Traded Options Purchased
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
InvesCo QQQ Trust, Series 1 | | | | | | | |
InvesCo QQQ Trust, Series 1 | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Edwards Lifesciences Corp. | | | | | | | |
| | | | | | | |
Mastercard, Inc., Class A | | | | | | | |
Meta Platforms, Inc., Class A | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
iShares China Large-Cap ETF | | | | | | | |
Meta Platforms, Inc., Class A | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | |
| | | | | | | | |
| Morgan Stanley & Co. International PLC | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Exchange-Traded Options Written
| | | | | |
| | | | | | | |
InvesCo QQQ Trust, Series 1 | | | | | | | |
InvesCo QQQ Trust, Series 1 | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Goldman Sachs Group, Inc. | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
182024 BlackRock Semi-Annual Financial Statements and Additional Information
Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Dynamic Equity Fund
Exchange-Traded Options Written (continued)
| | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Goldman Sachs Group, Inc. | | | | | | | |
iShares China Large-Cap ETF | | | | | | | |
| | | | | | | |
| | | | | | | |
Mastercard, Inc., Class A | | | | | | | |
Meta Platforms, Inc., Class A | | | | | | | |
Meta Platforms, Inc., Class A | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
InvesCo QQQ Trust, Series 1 | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
iShares China Large-Cap ETF | | | | | | | |
Meta Platforms, Inc., Class A | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | |
| | | | | | | | |
| Morgan Stanley & Co. International PLC | | | | | | | |
Balances Reported in the Statements of Assets and Liabilities for Options Written
Schedule of Investments19
Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Dynamic Equity Fund
Derivative Financial Instruments Categorized by Risk Exposure
As of period end, the fair values of derivative financial instruments located in the Statements of Assets and Liabilities were as follows:
| | | | Foreign
Currency
Exchange
Contracts | | | |
Assets — Derivative Financial Instruments | | | | | | | |
Futures contracts
Unrealized appreciation on futures contracts(a) | | | | | | | |
Forward foreign currency exchange contracts
Unrealized appreciation on forward foreign currency exchange contracts | | | | | | | |
Options purchased
Investments at value — unaffiliated(b) | | | | | | | |
| | | | | | | |
Liabilities — Derivative Financial Instruments | | | | | | | |
Futures contracts
Unrealized depreciation on futures contracts(a) | | | | | | | |
Forward foreign currency exchange contracts
Unrealized depreciation on forward foreign currency exchange contracts | | | | | | | |
Options written
Options written at value | | | | | | | |
| | | | | | | |
| Net cumulative unrealized appreciation (depreciation) on futures contracts and centrally cleared swaps, if any, are reported in the Schedule of Investments. In the Statements of Assets and Liabilities, only current day’s variation margin is reported in receivables or payables and the net cumulative unrealized appreciation (depreciation) is included in accumulated earnings (loss). |
| Includes options purchased at value as reported in the Schedule of Investments. |
For the period ended October 31, 2024, the effect of derivative financial instruments in the Statements of Operations was as follows:
| | | | Foreign
Currency
Exchange
Contracts | | | |
Net Realized Gain (Loss) from: | | | | | | | |
| | | | | | | |
Forward foreign currency exchange contracts | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Net Change in Unrealized Appreciation (Depreciation) on: | | | | | | | |
| | | | | | | |
Forward foreign currency exchange contracts | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Options purchased are included in net realized gain (loss) from investments — unaffiliated. |
| Options purchased are included in net change in unrealized appreciation (depreciation) on investments — unaffiliated. |
202024 BlackRock Semi-Annual Financial Statements and Additional Information
Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Dynamic Equity Fund
Average Quarterly Balances of Outstanding Derivative Financial Instruments
| |
Average notional value of contracts — long | |
Average notional value of contracts — short | |
Forward foreign currency exchange contracts: | |
Average amounts purchased — in USD | |
Average amounts sold — in USD | |
| |
Average value of option contracts purchased | |
Average value of option contracts written | |
| |
| |
| Derivative financial instrument not held at any quarter-end. The risk exposure table serves as an indicator of activity during the period. |
For more information about the Fund’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements.
Derivative Financial Instruments — Offsetting as of Period End
The Fund’s derivative assets and liabilities (by type) were as follows:
| | |
Derivative Financial Instruments | | |
| | |
Forward foreign currency exchange contracts | | |
| | |
Total derivative assets and liabilities in the Statements of Assets and Liabilities | | |
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”) | | |
Total derivative assets and liabilities subject to an MNA | | |
The following table presents the Fund’s derivative assets and liabilities by counterparty net of amounts available for offset under an MNA and net of the related collateral received and pledged by the Fund:
| Derivative
Assets
Subject to
an MNA by
Counterparty | Derivatives
Available
for Offset(a) | Non-Cash
Collateral
Received | | Net Amount
of Derivative
Assets(b)(c) |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Morgan Stanley & Co. International PLC | | | | | |
| | | | | |
| | | | | |
| | | | | |
| Derivative
Liabilities
Subject to
an MNA by
Counterparty | Derivatives
Available
for Offset(a) | Non-Cash
Collateral
Pledged | | Net Amount
of Derivative
Liabilities(b)(d) |
| | | | | |
Canadian Imperial Bank of Commerce | | | | | |
| | | | | |
| | | | | |
| | | | | |
Morgan Stanley & Co. International PLC | | | | | |
| | | | | |
Schedule of Investments21
Schedule of Investments (unaudited)(continued)October 31, 2024
BlackRock GA Dynamic Equity Fund
| Derivative Liabilities Subject to an MNA by Counterparty | Derivatives Available for Offset(a) | Non-Cash Collateral Pledged | | Net Amount of Derivative Liabilities(b)(d) |
| | | | | |
| | | | | |
| | | | | |
| The amount of derivatives available for offset is limited to the amount of derivative assets and/or liabilities that are subject to an MNA. |
| Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized. |
| Net amount represents the net amount receivable from the counterparty in the event of default. |
| Net amount represents the net amount payable due to counterparty in the event of default. Net amount may be offset further by the options written receivable/payable on the Statements of Assets and Liabilities. |
Fair Value Hierarchy as of Period End
Various inputs are used in determining the fair value of financial instruments at the measurement date. For a description of the input levels and information about the Fund’s policy regarding valuation of financial instruments, refer to the Notes to Financial Statements.
The following table summarizes the Fund’s financial instruments categorized in the fair value hierarchy. The breakdown of the Fund’s financial instruments into major categories is disclosed in the Schedule of Investments above.
| | | | |
| | | | |
| | | | |
| | | | |
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| | | | |
| | | | |
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| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Derivative Financial Instruments(a) | | | | |
| | | | |
| | | | |
Foreign Currency Exchange Contracts | | | | |
| | | | |
| | | | |
Foreign Currency Exchange Contracts | | | | |
| | | | |
| Derivative financial instruments are futures contracts, forward foreign currency exchange contracts and options written. Futures contracts and forward foreign currency exchange contracts are valued at the unrealized appreciation (depreciation) on the instrument and options written are shown at value. |
See notes to financial statements.
222024 BlackRock Semi-Annual Financial Statements and Additional Information
Statements of Assets and Liabilities (unaudited)October 31, 2024
| BlackRock GA
Disciplined Volatility
| BlackRock GA
Dynamic Equity
Fund |
| | |
Investments, at value — unaffiliated(b) | | |
Investments, at value — affiliated(c) | | |
| | |
| | |
Collateral — OTC derivatives | | |
| | |
Foreign currency, at value(d) | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Variation margin on futures contracts | | |
Unrealized appreciation on: | | |
Forward foreign currency exchange contracts | | |
| | |
| | |
| | |
| | |
Investments sold short, at value(e) | | |
| | |
Options written, at value(f) | | |
| | |
| | |
| | |
| | |
| | |
| | |
Deferred foreign capital gain tax | | |
| | |
| | |
| | |
Trustees’ and Officer’s fees | | |
Recoupment of past waived fees | | |
| | |
| | |
| | |
| | |
Variation margin on futures contracts | | |
Statements of Assets and Liabilities23
Statements of Assets and Liabilities (unaudited) (continued)October 31, 2024 | BlackRock GA Disciplined Volatility Equity Fund(a) | BlackRock GA Dynamic Equity Fund |
Unrealized depreciation on: | | |
Forward foreign currency exchange contracts | | |
| | |
| | |
Commitments and contingent liabilities | | |
| | |
| | |
| | |
| | |
| | |
(a) Consolidated Statement of Assets and Liabilities. |
(b) Investments, at cost—unaffiliated | | |
(c) Investments, at cost—affiliated | | |
(d) Foreign currency, at cost | | |
(e) Proceeds received from investments sold short | | |
| | |
242024 BlackRock Semi-Annual Financial Statements and Additional Information
Statements of Assets and Liabilities (unaudited) (continued)October 31, 2024
| BlackRock GA
Disciplined Volatility
| BlackRock GA
Dynamic Equity
Fund |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
(a) Consolidated Statement of Assets and Liabilities. |
See notes to financial statements.
Statements of Assets and Liabilities25
Statements of Operations (unaudited)Six Months Ended October 31, 2024
| BlackRock GA
Disciplined Volatility
| BlackRock GA
Dynamic Equity
Fund |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
Transfer agent — class specific | | |
| | |
| | |
| | |
| | |
| | |
| | |
Recoupment of past waived and/or reimbursed fees — class specific | | |
| | |
Total expenses excluding dividend expense and interest expense | | |
Dividends expense — unaffiliated | | |
Interest expense — unaffiliated | | |
| | |
| | |
Fees waived and/or reimbursed by the Manager | | |
Transfer agent fees waived and/or reimbursed by the Manager — class specific | | |
Total expenses after fees waived and/or reimbursed | | |
| | |
REALIZED AND UNREALIZED GAIN (LOSS) | | |
Net realized gain (loss) from: | | |
Investments — unaffiliated(b) | | |
Forward foreign currency exchange contracts | | |
Foreign currency transactions | | |
| | |
| | |
| | |
| | |
Net change in unrealized appreciation (depreciation) on: | | |
Investments — unaffiliated(c) | | |
| | |
Forward foreign currency exchange contracts | | |
Foreign currency translations | | |
| | |
| | |
Short sales — unaffiliated | | |
| | |
| | |
Net realized and unrealized gain | | |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | | |
(a) Consolidated Statement of Operations. |
(b) Net of foreign capital gain tax and capital gain tax refund, if applicable of | | |
(c) Net of reduction in deferred foreign capital gain tax of | | |
See notes to financial statements.
262024 BlackRock Semi-Annual Financial Statements and Additional Information
Statements of Changes in Net Assets
| BlackRock GA Disciplined
Volatility Equity Fund(a) | BlackRock GA
Dynamic Equity Fund |
| Six Months Ended
10/31/24
(unaudited) | | Six Months Ended
10/31/24
(unaudited) | |
INCREASE (DECREASE) IN NET ASSETS | | | | |
| | | | |
| | | | |
| | | | |
Net change in unrealized appreciation (depreciation) | | | | |
Net increase in net assets resulting from operations | | | | |
DISTRIBUTIONS TO SHAREHOLDERS(b) | | | | |
| | | | |
| | | | |
Decrease in net assets resulting from distributions to shareholders | | | | |
CAPITAL SHARE TRANSACTIONS | | | | |
Net increase in net assets derived from capital share transactions | | | | |
| | | | |
Total increase in net assets | | | | |
| | | | |
| | | | |
| Consolidated Statement of Changes in Net Assets. |
| Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
See notes to financial statements.
Statements of Changes in Net Assets27
Financial Highlights(For a share outstanding throughout each period)
| BlackRock GA Disciplined Volatility Equity Fund |
| |
| Six Months Ended
(unaudited) | | | | | | |
|
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gain (loss) | | | | | | | |
Net increase (decrease) from investment operations | | | | | | | |
| | | | | | | |
From net investment income | | | | | | | |
| | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
| | | | | | | |
Ratios to Average Net Assets(g) | | | | | | | |
| | | | | | | |
Total expenses after fees waived and/or reimbursed | | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000) | | | | | | | |
| | | | | | | |
| Consolidated Financial Highlights. |
| Commencement of operations. |
| Based on average shares outstanding. |
| Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| Where applicable, assumes the reinvestment of distributions. |
| |
| Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
| |
| Audit and printing were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 6.46%. |
| Includes non-recurring expenses of offering costs. Without these costs, total expenses would have been 5.55%. |
| Excludes underlying investments in total return swaps. |
See notes to financial statements.
282024 BlackRock Semi-Annual Financial Statements and Additional Information
Financial Highlights (continued)(For a share outstanding throughout each period)
| BlackRock GA Disciplined Volatility Equity Fund (continued) |
| |
| Six Months Ended
(unaudited) | | | | | | |
|
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gain (loss) | | | | | | | |
Net increase (decrease) from investment operations | | | | | | | |
| | | | | | | |
From net investment income | | | | | | | |
| | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
| | | | | | | |
Ratios to Average Net Assets(f) | | | | | | | |
| | | | | | | |
Total expenses after fees waived and/or reimbursed | | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000) | | | | | | | |
| | | | | | | |
| Consolidated Financial Highlights. |
| Based on average shares outstanding. |
| Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| Where applicable, assumes the reinvestment of distributions. |
| |
| Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
| |
| Audit and printing were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 6.26%. |
| Excludes underlying investments in total return swaps. |
See notes to financial statements.
Financial Highlights (continued)(For a share outstanding throughout each period)
| BlackRock GA Dynamic Equity Fund |
| |
| Six Months Ended
10/31/24
(unaudited) | | | | Period from
11/01/20
to 04/30/21 | | |
|
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gain (loss) | | | | | | | |
Net increase (decrease) from investment operations | | | | | | | |
| | | | | | | |
From net investment income | | | | | | | |
| | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
| | | | | | | |
Ratios to Average Net Assets(f) | | | | | | | |
| | | | | | | |
Total expenses after fees waived and/or reimbursed | | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000) | | | | | | | |
| | | | | | | |
| Commencement of operations. |
| Based on average shares outstanding. |
| Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| Where applicable, assumes the reinvestment of distributions. |
| |
| Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
| |
| Audit and printing were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 6.48%. |
| Includes non-recurring expenses of offering costs. Without these costs, total expenses would have been 6.21%. |
| Excludes underlying investments in total return swaps. |
See notes to financial statements.
302024 BlackRock Semi-Annual Financial Statements and Additional Information
Financial Highlights (continued)(For a share outstanding throughout each period)
| BlackRock GA Dynamic Equity Fund (continued) |
| |
| Six Months Ended
10/31/24
(unaudited) | | | | Period from
11/01/20
to 04/30/21 | | |
|
Net asset value, beginning of period | | | | | | | |
| | | | | | | |
Net realized and unrealized gain (loss) | | | | | | | |
Net increase (decrease) from investment operations | | | | | | | |
| | | | | | | |
From net investment income | | | | | | | |
| | | | | | | |
| | | | | | | |
Net asset value, end of period | | | | | | | |
| | | | | | | |
| | | | | | | |
Ratios to Average Net Assets(e) | | | | | | | |
| | | | | | | |
Total expenses after fees waived and/or reimbursed | | | | | | | |
| | | | | | | |
| | | | | | | |
Net assets, end of period (000) | | | | | | | |
| | | | | | | |
| Based on average shares outstanding. |
| Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
| Where applicable, assumes the reinvestment of distributions. |
| |
| Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
| Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees for the period ended October 31, 2024, the expense ratio would have been 0.46%. |
| |
| Audit and printing were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses would have been 6.28%. |
| Excludes underlying investments in total return swaps. |
See notes to financial statements.
Notes to Financial Statements (unaudited)
Managed Account Series (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust is organized as a Delaware statutory trust. The following, each of which is a series of the Trust, are referred to herein collectively as the “Funds” or individually as a “Fund”:
| | Diversification
Classification |
BlackRock GA Disciplined Volatility Equity Fund | GA Disciplined Volatility Equity | |
BlackRock GA Dynamic Equity Fund | | |
Each Fund offers multiple classes of shares. All classes of shares have identical voting, dividend, liquidation and other rights and are subject to the same terms and conditions. Institutional and Class K Shares are sold only to certain eligible investors.
| | | |
Institutional and Class K Shares | | | |
The Funds, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, are included in a complex of funds referred to as the BlackRock Multi-Asset Complex.
Basis of Consolidation: The accompanying consolidated financial statements of GA Disciplined Volatility Equity include the account of Cayman GA Disciplined Volatility Equity Fund, Ltd. (the “Cayman Subsidiary”), which is a wholly-owned subsidiary of GA Disciplined Volatility Equity and primarily invests in commodity-related instruments. The Cayman Subsidiary enables GA Disciplined Volatility Equity to hold these commodity-related instruments and satisfy regulated investment company tax requirements. GA Disciplined Volatility Equity may invest up to 25% of its total assets in the Cayman Subsidiary. The net assets of the Cayman Subsidiary as of period end were $124,815, which is less than 0.1% of GA Disciplined Volatility Equity’s consolidated net assets. Intercompany accounts and transactions, if any, have been eliminated. During the six months ended October 31, 2024, there were no transactions in the Cayman Subsidiary. The Cayman Subsidiary is subject to the same investment policies and restrictions that apply to GA Disciplined Volatility Equity, except that the Cayman Subsidiary may invest without limitation in commodity-related instruments.
2.
SIGNIFICANT ACCOUNTING POLICIES
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of 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. Each Fund is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:
Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are executed. Realized gains and losses on investment transactions are determined using the specific identification method. Dividend income and capital gain distributions, if any, are recorded on the ex-dividend dates. Non-cash dividends, if any, are recorded on the ex-dividend dates at fair value. Dividends from foreign securities where the ex-dividend dates may have passed are subsequently recorded when the Funds are informed of the ex-dividend dates. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.
Foreign Currency Translation: Each Fund’s books and records are maintained in U.S. dollars. Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars using exchange rates determined as of the close of trading on the New York Stock Exchange (“NYSE”). Purchases and sales of investments are recorded at the rates of exchange prevailing on the respective dates of such transactions. Generally, when the U.S. dollar rises in value against a foreign currency, the investments denominated in that currency will lose value; the opposite effect occurs if the U.S. dollar falls in relative value.
Each Fund does not isolate the effect of fluctuations in foreign exchange rates from the effect of fluctuations in the market prices of investments for financial reporting purposes. Accordingly, the effects of changes in exchange rates on investments are not segregated in the Statements of Operations from the effects of changes in market prices of those investments, but are included as a component of net realized and unrealized gain (loss) from investments. Each Fund reports realized currency gains (losses) on foreign currency related transactions as components of net realized gain (loss) for financial reporting purposes, whereas such components are generally treated as ordinary income for U.S. federal income tax purposes.
Foreign Taxes: The Funds may be subject to foreign taxes (a portion of which may be reclaimable) on income, stock dividends, capital gains on investments, or certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable foreign tax regulations and rates that exist in the foreign jurisdictions in which each Fund invests. These foreign taxes, if any, are paid by each Fund and are reflected in its Statements of Operations as follows: foreign taxes withheld at source are presented as a reduction of income, foreign taxes on securities lending income are presented as a reduction of securities lending income, foreign taxes on stock dividends are presented as “Foreign taxes withheld”, and foreign taxes on capital gains from sales of investments and foreign taxes on foreign currency transactions are included in their respective net realized gain (loss) categories. Foreign taxes payable or deferred as of October 31, 2024, if any, are disclosed in the Statements of Assets and Liabilities.
The Funds file withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Funds may record a reclaim receivable based on collectability, which includes factors such as the jurisdiction’s applicable laws, payment history and market convention. The Statements of Operations include tax reclaims recorded as well as professional and other fees, if any, associated with recovery of foreign withholding taxes.
322024 BlackRock Semi-Annual Financial Statements and Additional Information
Notes to Financial Statements (unaudited) (continued)
Bank Overdraft: The Funds had outstanding cash disbursements exceeding deposited cash amounts at the custodian during the reporting period. The Funds are obligated to repay the custodian for any overdraft, including any related costs or expenses, where applicable. For financial reporting purposes, overdraft fees, if any, are included in interest expense in the Statements of Operations.
Collateralization: If required by an exchange or counterparty agreement, the Funds may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments.
Distributions: Distributions paid by the Funds are recorded on the ex-dividend dates. The character and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.
Net income and realized gains from investments held by the Cayman Subsidiary are treated as ordinary income for tax purposes. If a net loss is realized by the Cayman Subsidiary in any taxable year, the loss will generally not be available to offset the Funds’ ordinary income and/or capital gains for that year.
Indemnifications: In the normal course of business, a Fund enters into contracts that contain a variety of representations that provide general indemnification. A Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against a Fund, which cannot be predicted with any certainty.
Other: Expenses directly related to a Fund or its classes are charged to that Fund or the applicable class. Expenses directly related to the Funds and other shared expenses prorated to the Funds are allocated daily to each class based on their relative net assets or other appropriate methods. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.
The Funds have an arrangement with their custodian whereby credits are earned on uninvested cash balances. For financial reporting purposes, custodian credits, if any, are included in interest income in the Statements of Operations.
3.
INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS
Investment Valuation Policies: Each Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) each day that the Fund is open for business and, for financial reporting purposes, as of the report date. U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Board of Trustees of the Trust (the “Board”) has approved the designation of each Fund’s Manager as the valuation designee for each Fund. Each Fund determines the fair values of its financial instruments using various independent dealers or pricing services under the Manager’s policies. If a security’s market price is not readily available or does not otherwise accurately represent the fair value of the security, the security will be valued in accordance with the Manager’s policies and procedures as reflecting fair value. The Manager has formed a committee (the “Valuation Committee”) to develop pricing policies and procedures and to oversee the pricing function for all financial instruments, with assistance from other BlackRock pricing committees.
Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of each Fund’s assets and liabilities:
•Equity investments traded on a recognized securities exchange are valued at that day’s official closing price, as applicable, on the exchange where the stock is primarily traded. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last trade or last available bid (long positions) or ask (short positions) price.
•Investments in open-end U.S. mutual funds (including money market funds) are valued at that day’s net asset value (“NAV”).
•Futures contracts are valued based on that day’s last reported settlement or trade price on the exchange where the contract is traded.
•Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of trading on the NYSE based on that day’s prevailing forward exchange rate for the underlying currencies.
•Exchange-traded options are valued at the mean between the last bid and ask prices at the close of the options market in which the options trade. An exchange-traded option for which there is no mean price is valued at the last bid (long positions) or ask (short positions) price. If no bid or ask price is available, the prior day’s price will be used, unless it is determined that the prior day’s price no longer reflects the fair value of the option. Over-the-counter (“OTC”) options and options on swaps (“swaptions”) are valued by an independent pricing service using a mathematical model, which incorporates a number of market data factors, such as the trades and prices of the underlying instruments.
•Interest rate, credit default, inflation and currency swap agreements are valued utilizing quotes received daily by independent pricing services or through brokers, which are derived using daily swap curves and models that incorporate market data and discounted cash flows. Total return swap agreements are valued utilizing quotes received daily by independent pricing services or through brokers, which are derived using models that incorporate market trades and fair value of the underlying reference instruments.
Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of trading on the NYSE. Each business day, the Funds use current market factors supplied by independent pricing services to value certain foreign instruments (“Systematic Fair Value Price”). The Systematic Fair Value Price is designed to value such foreign securities at fair value as of the close of trading on the NYSE, which occurs after the close of the local markets.
If events (e.g., market volatility, company announcement or a natural disaster) occur that are expected to materially affect the value of such investment, or in the event that application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Valuation Committee in accordance with the Manager’s policies and procedures as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Valuation Committee include market approach, income approach and cost approach. Valuation
Notes to Financial Statements33
Notes to Financial Statements (unaudited) (continued)
techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Valuation Committee seeks to determine the price that each Fund might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Valuation Committee deems relevant and consistent with the principles of fair value measurement as of the measurement date.
For investments in equity or debt issued by privately held companies or funds (“Private Company” or collectively, the “Private Companies”) and other Fair Valued Investments, the fair valuation approaches that are used by the Valuation Committee and third-party pricing services utilized by the Valuation Committee include one or a combination of, but not limited to, the following inputs:
(i) recent market transactions, including secondary market transactions, merger or acquisition activity and subsequent rounds of financing in the underlying investment or comparable issuers
(ii) recapitalizations and other transactions across the capital structure
(iii) market or relevant indices multiples of comparable issuers
(iv) future cash flows discounted to present and adjusted as appropriate for liquidity, credit, and/or market risks
(v) quoted prices for similar investments or assets in active markets
(vi) other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates
(vii) audited or unaudited financial statements, investor communications and Private Company financial or operational metrics
(viii) relevant market news and other public sources.
Investments in series of preferred stock issued by Private Companies are typically valued utilizing a market approach to determine the enterprise value of the company. Such investments often contain rights and preferences that differ from other series of preferred and common stock of the same issuer. Enterprise valuation techniques such as an option pricing model (“OPM”), a probability weighted expected return model (“PWERM”), current value method or a hybrid of those techniques are used as deemed appropriate under the circumstances. The use of these valuation techniques involves a determination of the exit scenarios of the investment in order to appropriately allocate the enterprise value of the company among the various parts of its capital structure.
Private Companies are not subject to public company disclosure, timing, and reporting standards applicable to other investments held by a Fund. Certain information made available by a Private Company is as of a date that is earlier than the date a Fund is calculating its NAV. This factor may result in a difference between the value of the investment and the price a Fund could receive upon the sale of the investment.
Fair Value Hierarchy: Various inputs are used in determining the fair value of financial instruments at the measurement date. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial reporting purposes as follows:
•Level 1 – Unadjusted price quotations in active markets/exchanges that each Fund has the ability to access for identical assets or liabilities;
•Level 2 – Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly; and
•Level 3 – Inputs that are unobservable and significant to the entire fair value measurement for the asset or liability (including the Valuation Committee’s assumptions used in determining the fair value of financial instruments).
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by Private Companies that may not have a secondary market and/or may have a limited number of investors. The categorization of a value determined for financial instruments is based on the pricing transparency of the financial instruments and is not necessarily an indication of the risks associated with investing in those securities.
4.
SECURITIES AND OTHER INVESTMENTS
Preferred Stocks: Preferred stock has a preference over common stock in liquidation (and generally in receiving 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.
342024 BlackRock Semi-Annual Financial Statements and Additional Information
Notes to Financial Statements (unaudited) (continued)
5.
DERIVATIVE FINANCIAL INSTRUMENTS
The Funds engage in various portfolio investment strategies using derivative contracts both to increase the returns of the Funds and/or to manage their exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedules of Investments. These contracts may be transacted on an exchange or OTC.
Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk) and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).
Futures contracts are exchange-traded agreements between the Funds and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Funds are required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts in the Statements of Assets and Liabilities.
Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited, if any, are shown as cash pledged for futures contracts in the Statements of Assets and Liabilities. Pursuant to the contract, the Funds agree to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statements of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest rates, foreign currency exchange rates or underlying assets.
Forward Foreign Currency Exchange Contracts: Forward foreign currency exchange contracts are entered into to gain or reduce exposure to foreign currencies (foreign currency exchange rate risk).
A forward foreign currency exchange contract is an agreement between two parties to buy and sell a currency at a set exchange rate on a specified date. These contracts help to manage the overall exposure to the currencies in which some of the investments held by the Funds are denominated and in some cases, may be used to obtain exposure to a particular market. The contracts are traded OTC and not on an organized exchange.
The contract is marked-to-market daily and the change in market value is recorded as unrealized appreciation (depreciation) in the Statements of Assets and Liabilities. When a contract is closed, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the value at the time it was opened and the value at the time it was closed. Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency. The use of forward foreign currency exchange contracts involves the risk that the value of a forward foreign currency exchange contract changes unfavorably due to movements in the value of the referenced foreign currencies, and such value may exceed the amount(s) reflected in the Statements of Assets and Liabilities. Cash amounts pledged for forward foreign currency exchange contracts are considered restricted and are included in cash pledged as collateral for OTC derivatives in the Statements of Assets and Liabilities. The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund.
Options: The Funds may purchase and write call and put options to increase or decrease their exposure to the risks of underlying instruments, including equity risk, interest rate risk and/or commodity price risk and/or, in the case of options written, to generate gains from options premiums.
A call option gives the purchaser (holder) of the option the right (but not the obligation) to buy, and obligates the seller (writer) to sell (when the option is exercised) the underlying instrument at the exercise or strike price at any time or at a specified time during the option period. A put option gives the holder the right to sell and obligates the writer to buy the underlying instrument at the exercise or strike price at any time or at a specified time during the option period.
Premiums paid on options purchased and premiums received on options written, as well as the daily fluctuation in market value, are included in investments at value – unaffiliated and options written at value, respectively, in the Statements of Assets and Liabilities. When an instrument is purchased or sold through the exercise of an option, the premium is offset against the cost or proceeds of the underlying instrument. When an option expires, a realized gain or loss is recorded in the Statements of Operations to the extent of the premiums received or paid. When an option is closed or sold, a gain or loss is recorded in the Statements of Operations to the extent the cost of the closing transaction exceeds the premiums received or paid. When the Funds write a call option, such option is typically “covered,” meaning that they hold the underlying instrument subject to being called by the option counterparty. When the Funds write a put option, cash is segregated in an amount sufficient to cover the obligation. These amounts, which are considered restricted, are included in cash pledged as collateral for options written in the Statements of Assets and Liabilities.
In purchasing and writing options, the Funds bear the risk of an unfavorable change in the value of the underlying instrument or the risk that they may not be able to enter into a closing transaction due to an illiquid market. Exercise of a written option could result in the Funds purchasing or selling a security when they otherwise would not, or at a price different from the current market value.
Swaps: Swap contracts are entered into to manage exposure to issuers, markets and securities. Such contracts are agreements between the Funds and a counterparty to make periodic net payments on a specified notional amount or a net payment upon termination. Swap agreements are privately negotiated in the OTC market and may be entered into as a bilateral contract (“OTC swaps”) or centrally cleared (“centrally cleared swaps”).
For OTC swaps, any upfront premiums paid and any upfront fees received are shown as swap premiums paid and swap premiums received, respectively, in the Statements of Assets and Liabilities and amortized over the term of the contract. The daily fluctuation in market value is recorded as unrealized appreciation (depreciation) on OTC swaps in the Statements of Assets and Liabilities. Payments received or paid are recorded in the Statements of Operations as realized gains or losses, respectively. When an OTC swap is terminated, a realized gain or loss is recorded in the Statements of Operations equal to the difference between the proceeds from (or cost of) the closing transaction and the Funds’ basis in the contract, if any. Generally, the basis of the contract is the premium received or paid.
Notes to Financial Statements35
Notes to Financial Statements (unaudited) (continued)
In a centrally cleared swap, immediately following execution of the swap contract, the swap contract is novated to a central counterparty (the “CCP”) and the CCP becomes the Funds’ counterparty on the swap. Each Fund is required to interface with the CCP through the broker. Upon entering into a centrally cleared swap, each Fund is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on the size and risk profile of the particular swap. Securities deposited as initial margin are designated in the Schedules of Investments and cash deposited is shown as cash pledged for centrally cleared swaps in the Statements of Assets and Liabilities. Amounts pledged, which are considered restricted cash, are included in cash pledged for centrally cleared swaps in the Statements of Assets and Liabilities. Pursuant to the contract, each Fund agrees to receive from or pay to the broker variation margin. Variation margin is recorded as unrealized appreciation (depreciation) and shown as variation margin receivable (or payable) on centrally cleared swaps in the Statements of Assets and Liabilities. Payments received from (paid to) the counterparty are amortized over the term of the contract and recorded as realized gains (losses) in the Statements of Operations, including those at termination.
•Total return swaps — Total return swaps are entered into to obtain exposure to a security or market without owning such security or investing directly in such market or to exchange the risk/return of one security or market (e.g., fixed-income) with another security or market (e.g., equity or commodity prices) (equity risk, commodity price risk and/or interest rate risk).
Total return swaps are agreements in which there is an exchange of cash flows whereby one party commits to make payments based on the total return (distributions plus capital gains/losses) of an underlying instrument, or basket of underlying instruments, in exchange for fixed or floating rate interest payments. If the total return of the instrument(s) or index underlying the transaction exceeds or falls short of the offsetting fixed or floating interest rate obligation, the Funds receive payment from or make a payment to the counterparty.
Certain total return swaps are designed to function as a portfolio of direct investments in long and short equity positions. This means that the Fund has the ability to trade in and out of these long and short positions within the swap and will receive the economic benefits and risks equivalent to direct investment in these positions, subject to certain adjustments due to events related to the counterparty. Benefits and risks include capital appreciation (depreciation), corporate actions and dividends received and paid, all of which are reflected in the swap’s market value. The market value also includes interest charges and credits (“financing fees”) related to the notional values of the long and short positions and cash balances within the swap. These interest charges and credits are based on a specified benchmark rate plus or minus a specified spread determined based upon the country and/or currency of the positions in the portfolio.
Positions within the swap and financing fees are reset periodically. During a reset, any unrealized appreciation (depreciation) on positions and accrued financing fees become available for cash settlement between the Funds and the counterparty. The amounts that are available for cash settlement are recorded as realized gains or losses in the Statements of Operations. Cash settlement in and out of the swap may occur at a reset date or any other date, at the discretion of the Funds and the counterparty, over the life of the agreement. Certain swaps have no stated expiration and can be terminated by either party at any time.
Swap transactions involve, to varying degrees, elements of interest rate, credit and market risks in excess of the amounts recognized in the Statements of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there may be unfavorable changes in interest rates and/or market values associated with these transactions.
Master Netting Arrangements: In order to define its contractual rights and to secure rights that will help it mitigate its counterparty risk, a Fund may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract counterparties. An ISDA Master Agreement is a bilateral agreement between a Fund and a counterparty that governs certain OTC derivatives and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. Under an ISDA Master Agreement, a Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of default including the bankruptcy or insolvency of the counterparty. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.
Collateral Requirements: For derivatives traded under an ISDA Master Agreement, the collateral requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Funds and the counterparty.
Cash collateral that has been pledged to cover obligations of the Funds and cash collateral received from the counterparty, if any, is reported separately in the Statements of Assets and Liabilities as cash pledged as collateral and cash received as collateral, respectively. Non-cash collateral pledged by the Funds, if any, is noted in the Schedules of Investments. Generally, the amount of collateral due from or to a counterparty is subject to a certain minimum transfer amount threshold before a transfer is required, which is determined at the close of business of the Funds. Any additional required collateral is delivered to/pledged by the Funds on the next business day. Typically, the counterparty is not permitted to sell, re-pledge or use cash and non-cash collateral it receives. A Fund generally agrees not to use non-cash collateral that it receives but may, absent default or certain other circumstances defined in the underlying ISDA Master Agreement, be permitted to use cash collateral received. In such cases, interest may be paid pursuant to the collateral arrangement with the counterparty. To the extent amounts due to the Funds from the counterparties are not fully collateralized, each Fund bears the risk of loss from counterparty non-performance. Likewise, to the extent the Funds have delivered collateral to a counterparty and stand ready to perform under the terms of their agreement with such counterparty, each Fund bears the risk of loss from a counterparty in the amount of the value of the collateral in the event the counterparty fails to return such collateral. Based on the terms of agreements, collateral may not be required for all derivative contracts.
For financial reporting purposes, the Funds do not offset derivative assets and derivative liabilities that are subject to netting arrangements, if any, in the Statements of Assets and Liabilities.
362024 BlackRock Semi-Annual Financial Statements and Additional Information
Notes to Financial Statements (unaudited) (continued)
6.
INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES
Investment Advisory: The Trust, on behalf of each Fund, entered into an Investment Advisory Agreement with the Manager, the Funds’ investment adviser and an indirect, wholly-owned subsidiary of BlackRock, Inc. (“BlackRock”), to provide investment advisory and administrative services. The Manager is responsible for the management of each Fund’s portfolio and provides the 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 at an annual rate equal to the following percentages of the average daily value of each Fund’s net assets:
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| GA Disciplined Volatility Equity | |
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The Manager provides investment management and other services to the Cayman Subsidiary. The Manager does not receive separate compensation from the Cayman Subsidiary for providing investment management or administrative services. However, GA Disciplined Volatility Equity pays the Manager based on the Fund’s net assets, which includes the assets of the Cayman Subsidiary.
Transfer Agent: Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Funds with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to servicing of underlying investor accounts. For these services, these entities receive an asset-based fee or an annual fee per shareholder account, which will vary depending on share class and/or net assets. For the six months ended October 31, 2024, the Funds did not pay any amounts to affiliates in return for these services.
For the six months ended October 31, 2024, the following table shows the class specific transfer agent fees borne directly by each share class of each Fund:
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GA Disciplined Volatility Equity | | |
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Expense Limitations, Waivers, Reimbursements, and Recoupments: With respect to each Fund, the Manager contractually agreed to waive its investment advisory fees by the amount of investment advisory fees each Fund pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver") through June 30, 2026. The contractual agreement may be terminated upon 90 days’ notice by a majority of the trustees who are not “interested persons” of the Trust, as defined in the 1940 Act ("Independent Trustees"), or by a vote of a majority of the outstanding voting securities of a Fund. These amounts are included in fees waived and/or reimbursed by the Manager in the Statements of Operations. For the six months ended October 31, 2024, the amounts waived were as follows:
| Fees Waived and/or Reimbursed
by the Manager |
GA Disciplined Volatility Equity | |
| |
The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of each Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2026. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of a Fund. For the six months ended October 31, 2024, the amounts waived in investment advisory fees pursuant to these arrangements were as follows:
| Fees Waived and/or Reimbursed
by the Manager |
| |
With respect to each Fund, the Manager contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of each Fund’s business (“expense limitation”). The expense limitations as a percentage of average daily net assets are as follows:
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GA Disciplined Volatility Equity | | |
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Notes to Financial Statements37
Notes to Financial Statements (unaudited) (continued)
The Manager has agreed not to reduce or discontinue the contractual expense limitations through June 30, 2026, unless approved by the Board, including a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of a Fund. For the six months ended October 31, 2024, amounts included in the Statements of Operations were as follows:
| Fees Waived and/or Reimbursed
by the Manager |
GA Disciplined Volatility Equity | |
In addition, these amounts waived and/or reimbursed by the Manager are included in transfer agent fees waived and/or reimbursed by the Manager — class specific in the Statements of Operations. For the six months ended October 31, 2024, class specific expense waivers and/or reimbursements were as follows:
| Transfer Agent Fees Waived and/or
Reimbursed by the Manager - Class Specific |
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GA Disciplined Volatility Equity | | |
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With respect to the contractual expense limitation, 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 and/or reimbursement from the Manager, are less than the current expense limitation 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 and/or expenses reimbursed during those prior two fiscal years under the agreement and (b) an amount not to exceed either the current expense limitation of that share class or the expense limitation of the share class in effect at the time that the share class received the applicable waiver and/or reimbursement, provided that:
(1) each 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 a Fund’s investment adviser or administrator.
This repayment applies only to the contractual expense limitation on net expenses and does not apply to the contractual investment advisory fee waiver described above or any voluntary waivers that may be in effect from time to time. Effective June 1, 2024, the repayment arrangement between each Fund and the Manager pursuant to which such Fund may be required to repay amounts waived and/or reimbursed under each Fund’s contractual caps on net expenses was terminated.
The following fund level and class specific waivers and/or reimbursements previously recorded by the Funds, which were subject to recoupment by the Manager, expired on June 1, 2024:
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Fund Name/Fund Level/Share Class | |
GA Disciplined Volatility Equity | |
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| |
| |
Interfund Lending: In accordance with an exemptive order (the “Order”) from the U.S. Securities and Exchange Commission (“SEC”), each Fund may participate in a joint lending and borrowing facility for temporary purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by each Fund’s investment policies and restrictions. Each Fund is currently permitted to borrow and lend under the Interfund Lending Program.
A lending BlackRock fund may lend in aggregate up to 15% of its net assets but may not lend more than 5% of its net assets to any one borrowing fund through the Interfund Lending Program. A borrowing BlackRock fund may not borrow through the Interfund Lending Program or from any other source more than 33 1/3% of its total assets (or any lower threshold provided for by the fund’s investment restrictions). If a borrowing BlackRock fund’s total outstanding borrowings exceed 10% of its total assets, each of its outstanding interfund loans will be subject to collateralization of at least 102% of the outstanding principal value of the loan. All interfund loans are for temporary or emergency purposes and the interest rate to be charged will be the average of the highest current overnight repurchase agreement rate available to a lending fund and the bank loan rate, as calculated according to a formula established by the Board.
During the period ended October 31, 2024, the Funds did not participate in the Interfund Lending Program.
Trustees and Officers: Certain trustees and/or officers of the Trusts are directors and/or officers of BlackRock or its affiliates. The Funds reimburse the Manager for a portion of the compensation paid to the Trusts’ Chief Compliance Officer, which is included in Trustees and Officer in the Statements of Operations.
382024 BlackRock Semi-Annual Financial Statements and Additional Information
Notes to Financial Statements (unaudited) (continued)
For the six months ended October 31, 2024, purchases and sales of investments, excluding short-term securities, were as follows:
| | |
GA Disciplined Volatility Equity | | |
| | |
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 U.S. federal income tax provision is required.
Each Fund files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on each Fund’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on each Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
Management has analyzed tax laws and regulations and their application to the Funds as of October 31, 2024, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Funds’ financial statements. Management’s analysis is based on the tax laws and judicial and administrative interpretations thereof in effect as of date of these financial statements, all of which are subject to change, possibly with retroactive effect which may impact the Funds’ NAV.
As of April 30, 2024, the Funds had non-expiring capital loss carryforwards available to offset future realized capital gains and qualified late-year losses as follows:
| Qualified
Late-Year
Ordinary Losses |
GA Disciplined Volatility Equity | |
As of October 31, 2024, gross unrealized appreciation and depreciation based on cost of investments (including short positions and derivatives, if any) for U.S. federal income tax purposes were as follows:
| | Gross Unrealized
Appreciation | Gross Unrealized
Depreciation | Net Unrealized
Appreciation
(Depreciation) |
GA Disciplined Volatility Equity | | | | |
| | | | |
The Trust, on behalf of each Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is party to a 364-day, $2.40 billion credit agreement with a group of lenders. Under this agreement, the Funds may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Funds, can borrow up to an aggregate commitment amount of $1.75 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.10% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) Overnight Bank Funding Rate (“OBFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum, (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed or (c) the sum of (x) Daily Simple Secured Overnight Financing Rate (“SOFR”) (but, in any event, not less than 0.00%) on the date the loan is made plus 0.10% and (y) 0.80% per annum. The agreement expires in April 2025 unless extended or renewed. Prior to April 11, 2024, the aggregate commitment amount was $2.50 billion. These fees were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the six months ended October 31, 2024, the Funds did not borrow under the credit agreement.
In the normal course of business, the Funds invest in securities or other instruments and may enter into certain transactions, and such activities subject each Fund to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Funds and their investments. Each Fund’s prospectus provides details of the risks to which each Fund is subject.
Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. A Fund may invest in illiquid investments. An illiquid investment is any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions
Notes to Financial Statements39
Notes to Financial Statements (unaudited) (continued)
in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. A Fund may experience difficulty in selling illiquid investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause each Fund’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of a Fund may lose value, regardless of the individual results of the securities and other instruments in which a Fund invests. A Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers.
The price a Fund could receive upon the sale of any particular portfolio investment may differ from a Fund’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation technique or a price provided by an independent pricing service. Changes to significant unobservable inputs and assumptions (i.e., publicly traded company multiples, growth rate, time to exit) due to the lack of observable inputs may significantly impact the resulting fair value and therefore a Fund’s results of operations. As a result, the price received upon the sale of an investment may be less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment.
Counterparty Credit Risk: The Funds may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions, including making timely interest and/or principal payments or otherwise honoring its obligations. The Funds manage counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Funds to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Funds’ exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statements of Assets and Liabilities, less any collateral held by the Funds.
A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.
For OTC options purchased, each Fund bears the risk of loss in the amount of the premiums paid plus the positive change in market values net of any collateral held by the Funds should the counterparty fail to perform under the contracts. Options written by the Funds do not typically give rise to counterparty credit risk, as options written generally obligate the Funds, and not the counterparty, to perform. The Funds may be exposed to counterparty credit risk with respect to options written to the extent each Fund deposits collateral with its counterparty to a written option.
With exchange-traded options purchased and exchange-traded futures, there is less counterparty credit risk to the Funds since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, a Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded options purchased and exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Funds.
Geographic/Asset Class Risk: A diversified portfolio, where this is appropriate and consistent with a fund’s objectives, minimizes the risk that a price change of a particular investment will have a material impact on the NAV of a fund. The investment concentrations within each Fund’s portfolio are disclosed in its Schedule of Investments.
The Funds invest a significant portion of their assets in securities of issuers located in the United States. A decrease in imports or exports, changes in trade regulations, inflation and/or an economic recession in the United States may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the United States may also have a significant effect on U.S. markets generally, as well as on the value of certain securities. Governmental agencies project that the United States will continue to maintain elevated public debt levels for the foreseeable future which may constrain future economic growth. Circumstances could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the global financial system. If U.S. relations with certain countries deteriorate, it could adversely affect issuers that rely on the United States for trade. The United States has also experienced increased internal unrest and discord. If these trends were to continue, they may have an adverse impact on the U.S. economy and the issuers in which the Funds invest.
Significant Shareholder Redemption Risk: Certain shareholders may own or manage a substantial amount of fund shares and/or hold their fund investments for a limited period of time. Large redemptions of fund shares by these shareholders may force a fund to sell portfolio securities, which may negatively impact the fund’s NAV, increase the fund’s brokerage costs, and/or accelerate the realization of taxable income/gains and cause the fund to make additional taxable distributions to shareholders.
402024 BlackRock Semi-Annual Financial Statements and Additional Information
Notes to Financial Statements (unaudited) (continued)
11.
CAPITAL SHARE TRANSACTIONS
Transactions in capital shares for each class were as follows:
| | |
| | | | |
GA Disciplined Volatility Equity | | | | |
| | | | |
| | | | |
Shares issued in reinvestment of distributions | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Shares issued in reinvestment of distributions | | | | |
| | | | |
| | | | |
| | | | |
| | |
| | | | |
| | | | |
| | | | |
| | | | |
Shares issued in reinvestment of distributions | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Shares issued in reinvestment of distributions | | | | |
| | | | |
| | | | |
| | | | |
As of October 31, 2024, shares owned by BlackRock Financial Management, Inc., an affiliate of the Funds, were as follows:
| |
GA Disciplined Volatility Equity | |
| |
Management has evaluated the impact of all subsequent events on the Funds 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.
Notes to Financial Statements41
Changes in and Disagreements with Accountants
Remuneration Paid to Trustees, Officers, and Others
Compensation to the independent directors/trustees of the Trust is paid by the Trust, on behalf of the Funds.
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Funds may be found on BlackRock’s website, which can be accessed at blackrock.com. Any reference to BlackRock’s website in this report is intended to allow investors public access to information regarding the Funds and does not, and is not intended to, incorporate BlackRock’s website in this report.
Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual shareholder reports and prospectuses by enrolling in the electronic delivery program.
To enroll in electronic delivery:
Shareholders Who Hold Accounts with Investment Advisors, Banks or Brokerages:
Please contact your financial advisor. Please note that not all investment advisors, banks or brokerages may offer this service.
Shareholders Who Hold Accounts Directly with BlackRock:
1. Access the BlackRock website at blackrock.com
2. Select “Access Your Account”
3. Next, select “eDelivery” in the “Related Resources” box and follow the sign-up instructions.
BlackRock’s Mutual Fund Family
BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed-income and tax-exempt investing. Visit blackrock.com for more information.
Call us at (800) 537-4942 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also visit blackrock.com for more information.
Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.
Fund and Service Providers
Investment Adviser
BlackRock Advisors, LLC
Wilmington, DE 19809
State Street Bank and Trust Company
Boston, MA 02114
Brown Brothers Harriman & Co.
Boston, MA 02109
Transfer Agent
BNY Mellon Investment Servicing (US) Inc.
Wilmington, DE 19809
BlackRock Investments, LLC
New York, NY 10001
Independent Registered Public Accounting Firm
Deloitte & Touche LLP
Boston, MA 02110
422024 BlackRock Semi-Annual Financial Statements and Additional Information
Additional Information (continued)
Fund and Service Providers (continued)
Legal Counsel
Sidley Austin LLP
New York, NY 10019
Address of the Funds
100 Bellevue Parkway
Wilmington, DE 19809
Disclosure of Investment Advisory Agreement
The Board of Trustees (the “Board,” the members of which are referred to as “Board Members”) of Managed Account Series (the “Trust”) met on April 16, 2024 (the “April Meeting”) and May 16-17, 2024 (the “May Meeting”) to consider the approval to continue the investment advisory agreement (the “Agreement”) between the Trust, on behalf of BlackRock GA Disciplined Volatility Equity Fund (“Disciplined Volatility Equity Fund”) and BlackRock GA Dynamic Equity Fund (“Dynamic Equity Fund”) (each a “Fund” and collectively, the “Funds”), and BlackRock Advisors, LLC (the “Manager” or “BlackRock”), each Fund’s investment advisor.
Consistent with the requirements of the Investment Company Act of 1940 (the “1940 Act”), the Board considers the approval of the continuation of the Agreement for each Fund on an annual basis. The Board members who are not “interested persons” of the Trust, as defined in the 1940 Act, are considered independent Board members (the “Independent Board Members”). The Board’s consideration entailed a year-long deliberative process during which the Board and its committees assessed BlackRock’s various services to each Fund, including through the review of written materials and oral presentations, and the review of additional information provided in response to requests from the Independent Board Members. The Board had four quarterly meetings per year, each of which extended over a two-day period, as well as additional ad hoc meetings and executive sessions throughout the year, as needed. The committees of the Board similarly met throughout the year. The Board also had an additional one-day meeting to consider specific information regarding the renewal of the Agreement. In considering the renewal of the Agreement, the Board assessed, among other things, the nature, extent and quality of the services provided to the Fund by BlackRock, BlackRock’s personnel and affiliates, including (as applicable): investment management services; accounting oversight; administrative and shareholder services; oversight of the Fund’s service providers; risk management and oversight; and legal, regulatory and compliance services. Throughout the year, including during the contract renewal process, the Independent Board Members were advised by independent legal counsel, and met with independent legal counsel in various executive sessions outside of the presence of BlackRock’s management.
During the year, the Board, acting directly and through its committees, considered information that was relevant to its annual consideration of the renewal of the Agreement, including the services and support provided by BlackRock to the Fund and its shareholders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. Among the matters the Board considered were: (a) investment performance for one-year, three-year, five-year, and/or since inception periods, as applicable, against peer funds, an applicable benchmark, and other performance metrics, as applicable, as well as BlackRock senior management’s and portfolio managers’ investment performance analyses, and the reasons for any outperformance or underperformance relative to its peers, benchmarks, and other performance metrics, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Fund for services; (c) Fund operating expenses and how BlackRock allocates expenses to the Fund; (d) the resources devoted to risk oversight of, and compliance reports relating to, implementation of the Fund’s investment objective, policies and restrictions, and meeting regulatory requirements; (e) BlackRock’s and the Fund’s adherence to applicable compliance policies and procedures; (f) the nature, character and scope of non-investment management services provided by BlackRock and its affiliates and the estimated cost of such services, as available; (g) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality of portfolio transactions; (j) BlackRock’s implementation of the Fund’s valuation and liquidity procedures; (k) an analysis of management fees paid to BlackRock for products with similar investment mandates across the open-end fund, exchange-traded fund (“ETF”), closed-end fund, sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to the Fund; (l) BlackRock’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage; and (m) periodic updates on BlackRock’s business.
Prior to and in preparation for the April Meeting, the Board received and reviewed materials specifically relating to the renewal of the Agreement. The Independent Board Members continuously engaged in a process with their independent legal counsel and BlackRock to review the nature and scope of the information provided to the Board to better assist its deliberations. The materials provided in connection with the April Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”), based on either a Lipper classification or Morningstar category, regarding each Fund’s fees and expenses as compared with a peer group of funds as determined by Broadridge (“Expense Peers”) and the investment performance of each Fund as compared with a peer group of funds (“Performance Peers”); (b) information on the composition of the Expense Peers and Performance Peers and a description of Broadridge’s methodology; (c) information on the estimated profits realized by BlackRock and its affiliates pursuant to the Agreement and a discussion of fall-out benefits to BlackRock and its affiliates; (d) a general analysis provided by BlackRock concerning investment management fees received in connection with other types of investment products, such as institutional accounts, sub-advised mutual funds, ETFs, closed-end funds, open-end funds, and separately managed accounts under similar investment mandates, as well as the performance of such other products, as applicable; (e) a review of non-management fees; (f) the existence, impact and sharing of potential economies of scale, if any, with the Funds; (g) a summary of aggregate amounts paid by each Fund to BlackRock; (h) sales and redemption data regarding each Fund’s shares; and (i) various additional information requested by the Board as appropriate regarding BlackRock’s and the Funds’ operations.
At the April Meeting, the Board reviewed materials relating to its consideration of the Agreement and the Independent Board Members presented BlackRock with questions and requests for additional information. BlackRock responded to these questions and requests with additional written information in advance of the May Meeting, and such responses were reviewed by the Board Members.
At the May Meeting, the Board concluded its assessment of, among other things: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of each Fund as compared to its Performance Peers and to other metrics, as applicable; (c) the advisory fee and the estimated cost of the services and estimated profits realized by BlackRock and its affiliates from their relationship with the Funds; (d) each Fund’s fees and expenses compared to its Expense Peers; (e) the existence and sharing of potential economies of scale; (f) any fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with the Funds; and (g) other factors deemed relevant by the Board Members.
The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates relating to securities lending and cash management, and BlackRock’s services related to the valuation and pricing of Fund portfolio holdings. The Board noted the willingness of BlackRock’s personnel to engage in open, candid discussions with the Board. The Board evaluated the information available to it on a fund-by-fund basis. The following paragraphs provide more information about some of the primary factors that were relevant to the Board’s decision. The Board Members did not identify any particular information, or any single factor as determinative, and each Board Member may have attributed different weights to the various items and factors considered.
442024 BlackRock Semi-Annual Financial Statements and Additional Information
Disclosure of Investment Advisory Agreement (continued)
A. Nature, Extent and Quality of the Services Provided by BlackRock
The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including the investment advisory services, and the resulting performance of each Fund. Throughout the year, the Board compared each Fund’s performance to the performance of a comparable group of mutual funds, relevant benchmarks, and performance metrics, as applicable. The Board met with BlackRock’s senior management personnel responsible for investment activities, including the senior investment officers. The Board also reviewed the materials provided by each Fund’s portfolio management team discussing the Fund’s performance, investment strategies and outlook.
The Board considered, among other factors, with respect to BlackRock: the experience of the Fund’s portfolio management team; research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRock’s compensation structure with respect to each Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.
In addition to investment advisory services, the Board considered the nature and quality of the administrative and other non-investment advisory services provided to each Fund. BlackRock and its affiliates provide the Funds with certain administrative, shareholder and other services (in addition to any such services provided to the Funds by third-parties) and officers and other personnel as are necessary for the operations of the Funds. In particular, BlackRock and its affiliates provide the Funds with administrative services including, among others: (i) responsibility for disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily accounting and pricing; (iii) responsibility for periodic filings with regulators; (iv) overseeing and coordinating the activities of third-party service providers, including, among others, each Fund’s custodian, fund accountant, transfer agent, and auditor; (v) organizing Board meetings and preparing the materials for such Board meetings; (vi) providing legal and compliance support; (vii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain open-end funds; and (viii) performing or managing administrative functions necessary for the operation of the Funds, such as tax reporting, expense management, fulfilling regulatory filing requirements, overseeing each Fund’s distribution partners, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations. The Board considered the operation of BlackRock’s business continuity plans.
B. The Investment Performance of the Funds
The Board, including the Independent Board Members, reviewed and considered the performance history of the Fund throughout the year and at the April Meeting. In preparation for the April Meeting, the Board was provided with reports independently prepared by Broadridge, which included an analysis of the Fund’s performance as of December 31, 2023, as compared to its Performance Peers. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to its Performance Peers and the performance of the Fund as compared with its benchmark. The Board and its Performance Oversight Committee regularly review and meet with Fund management to discuss the performance of each Fund throughout the year.
In evaluating performance, the Board focused particular attention on funds with less favorable performance records. The Board also noted that while it found the data provided by Broadridge generally useful, it recognized the limitations of such data, including in particular, that notable differences may exist between a fund and its Performance Peers (for example, the investment objectives and strategies). Further, the Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. The Board also acknowledged that long-term performance could be impacted by even one period of significant outperformance or underperformance, and that a single investment theme could have the ability to disproportionately affect long-term performance.
The Board noted that for each of the one-, three- and five-year periods reported, Disciplined Volatility Equity Fund outperformed its benchmark. The Board noted that BlackRock believes that net performance relative to the benchmark is an appropriate performance metric for the Fund, and that BlackRock has explained its rationale for this belief to the Board.
The Board noted that for each of the one-, three- and five-year periods reported, Dynamic Equity Fund underperformed its benchmark. The Board noted that BlackRock believes that net performance relative to the benchmark is an appropriate performance metric for the Fund, and that BlackRock has explained its rationale for this belief to the Board. The Board and BlackRock reviewed the Fund’s underperformance relative to its benchmark during the applicable periods. The Board was informed that, among other things, underperformance was driven by positions in certain technology and communication services companies. The equity market’s gains were predominantly driven by a few large-cap stocks, known as the "Magnificent Seven." The Fund had a larger absolute exposure in the benchmark but was underweight in some of these key stocks, which adversely affected its performance. The Board and BlackRock discussed BlackRock’s strategy for improving the Fund’s investment performance. Discussions covered topics such as performance attribution, the Fund’s investment personnel, and the resources appropriate to support the Fund’s investment processes.
C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services and Estimated Profits Realized by BlackRock and its Affiliates from their Relationship with the Funds
The Board, including the Independent Board Members, reviewed each Fund’s contractual management fee rate compared with those of its Expense Peers. The contractual management fee rate represents a combination of the advisory fee and any administrative fees, before taking into account any reimbursements or fee waivers. The Board also compared each Fund’s total expense ratio, as well as its actual management fee rate, to those of its Expense Peers. The total expense ratio represents a fund’s total net operating expenses, including any 12b-1 or non-12b-1 service fees. The total expense ratio gives effect to any expense reimbursements or fee waivers, and the actual management fee rate gives effect to any management fee reimbursements or waivers. The Board considered that the fee and expense information in the Broadridge report for the Fund reflected information for a specific period and that historical asset levels and expenses may differ from current levels, particularly in a period of market volatility. The
Disclosure of Investment Advisory Agreement45
Disclosure of Investment Advisory Agreement (continued)
Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).
The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to each Fund. The Board reviewed BlackRock’s estimated profitability with respect to each Fund and other funds the Board currently oversees for the year ended December 31, 2023 compared to available aggregate estimated profitability data provided for the prior two years. The Board reviewed BlackRock’s estimated profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the estimated profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, precision of expense allocations and business mix. The Board thus recognized that calculating and comparing profitability at the individual fund level is difficult.
The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board reviewed BlackRock’s overall operating margin, in general, compared to that of certain other publicly traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRock’s expense management, and the relative product mix.
The Board considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreement and to continue to provide the high quality of services that is expected by the Board. The Board further considered factors including but not limited to BlackRock’s commitment of time and resources, assumption of risk, and liability profile in servicing the Funds, including in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, ETF, closed-end fund, sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable.
The Board noted that each of Disciplined Volatility Equity Fund’s and Dynamic Equity Fund’s contractual management fee rate ranked in the first quartile, and that the actual management fee rate and total expense ratio each ranked in the first quartile relative to the pertinent Fund’s Expense Peers.
The Board also noted that each Fund has an advisory fee arrangement that includes breakpoints that adjust the fee rate downward as the size of the Fund increases above certain contractually specified levels. The Board additionally noted that the breakpoints can, conversely, adjust the advisory fee rate upward as the size of the Fund decreases below certain contractually specified levels. The Board further noted that BlackRock and the Board have contractually agreed to a cap on each Fund’s total expenses as a percentage of the Fund’s average daily net assets on a class-by-class basis.
The Board, including the Independent Board Members, considered the extent to which any economies of scale might benefit the Fund in a variety of ways as the assets of the Funds increase. The Board considered multiple factors, including the advisory fee rate and breakpoints, unitary fee structures, fee waivers, and/or expense caps, as applicable. The Board considered the Fund’s asset levels and whether the current fee schedule was appropriate.
E. Other Factors Deemed Relevant by the Board Members
The Board, including the Independent Board Members, also took into account other ancillary or “fall-out” benefits that BlackRock or its affiliates may derive from BlackRock’s respective relationships with the Funds, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and its risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Funds, including for administrative, distribution, securities lending and cash management services. With respect to securities lending, during the year the Board also considered information provided by independent third-party consultants related to the performance of each BlackRock affiliate as securities lending agent. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, BlackRock may use and benefit from third-party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or a number of its other client accounts.
In connection with its consideration of the Agreement, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.
The Board noted the competitive nature of the open-end fund marketplace, and that shareholders are able to redeem their Fund shares if they believe that the pertinent Fund’s fees and expenses are too high or if they are dissatisfied with the performance of the Fund.
At the May Meeting, in a continuation of the discussions that occurred during the April Meeting, and as a culmination of the Board’s year-long deliberative process, the Board, including the Independent Board Members, unanimously approved the continuation of the Agreement between the Manager and the Trust, on behalf of each Fund, for a one-year term ending June 30, 2025. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board, including the Independent Board Members, was satisfied that the terms of the Agreement were fair and reasonable and, in the best interest of each Fund and its shareholders. In arriving at its decision to approve the Agreement, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Board Members may have attributed different weights to the various factors considered. The Independent Board Members were advised by independent legal counsel throughout the deliberative process.
462024 BlackRock Semi-Annual Financial Statements and Additional Information
Glossary of Terms Used in this Report
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| American Depositary Receipt |
| |
| Morgan Stanley Capital International |
| |
| |
| Societe en Commandite par Actions |
| Standard & Poor’s Depository Receipt |
Glossary of Terms Used in This Report47
Want to know more?
blackrock.com | 800-441-7762
This report is intended for current holders. It is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Funds unless preceded or accompanied by the Funds’ current prospectus. Past performance results shown in this report should not be considered a representation of future performance. Investment returns and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Statements and other information herein are as dated and are subject to change.
| Item 8 – | Changes in and Disagreements with Accountants for Open-End Management Investment Companies – See Item 7 |
| Item 9 – | Proxy Disclosures for Open-End Management Investment Companies – See Item 7 |
| Item 10 – | Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies – See Item 7 |
| Item 11 – | Statement Regarding Basis for Approval of Investment Advisory Contract – See Item 7 |
| Item 12 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable |
| Item 13 – | Portfolio Managers of Closed-End Management Investment Companies – Not Applicable |
| Item 14 – | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable |
| Item 15 – | Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures. |
| Item 16 – | Controls and Procedures |
(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940
Act”)) are effective as of a date within 90 days of the filing date of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
| Item 17 – | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable |
| Item 18 – | Recovery of Erroneously Awarded Compensation – Not Applicable |
| Item 19 – | Exhibits attached hereto |
(a)(1) Code of Ethics – Not Applicable to this semi-annual report
(a)(2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s securities are listed – Not Applicable
(a)(3) Section 302 Certifications are attached
(a)(4) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable
(a)(5) Change in Registrant’s independent public accountant – Not Applicable
(b) Section 906 Certifications are attached
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Managed Account Series
| | | | |
| | By: | | /s/ John M. Perlowski |
| | | | John M. Perlowski |
| | | | Chief Executive Officer (principal executive officer) of |
| | | | Managed Account Series |
Date: December 20, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
| | By: | | /s/ John M. Perlowski |
| | | | John M. Perlowski |
| | | | Chief Executive Officer (principal executive officer) of |
| | | | Managed Account Series |
Date: December 20, 2024
| | | | |
| | By: | | /s/ Trent Walker |
| | | | Trent Walker |
| | | | Chief Financial Officer (principal financial officer) of |
| | | | Managed Account Series |
Date: December 20, 2024
