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: 811-21759
Name of Fund: BlackRock Long-Horizon Equity Fund
Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Long-Horizon
Equity Fund, 55 East 52nd Street, New York, NY 10055
Registrant’s telephone number, including area code: (800) 441-7762
Date of fiscal year end: 10/31/2015
Date of reporting period: 10/31/2015
Item 1 – Report to Stockholders
OCTOBER 31, 2015
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ANNUAL REPORT | | | | ![LOGO](https://capedge.com/proxy/N-CSR/0001193125-16-419308/g72618g65b16.jpg) |
BlackRock Long-Horizon Equity Fund
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Not FDIC Insured • May Lose Value • No Bank Guarantee |
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-16-419308/g72618g91a98.jpg)
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2 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
Dear Shareholder,
Diverging monetary policies and shifting economic outlooks across regions were the overarching themes driving financial markets during the 12-month period ended October 31, 2015. U.S. economic growth was picking up considerably toward the end of 2014, while the broader global economy showed signs of slowing. Investors favored the stability of U.S. assets despite expectations that the Federal Reserve (the “Fed”) would eventually be inclined to raise short-term interest rates, while international markets struggled even as the European Central Bank and the Bank of Japan eased monetary policy. Oil prices plummeted in late 2014 due to a global supply-and-demand imbalance, fueling a sell-off in energy-related assets and emerging markets. U.S. Treasury bonds benefited as their persistently low yields had become attractive as compared to the even lower yields on international sovereign debt.
Equity markets reversed in early 2015, with international markets outperforming the United States as global risks temporarily abated, and the U.S. economy hit a soft patch amid a harsh winter and a west coast port strike. High valuations took their toll on U.S. stocks, while bond yields fell to extreme lows. (Bond prices rise as yields fall.) In contrast, economic reports in Europe and Asia began to improve, and accommodative policies from central banks in those regions helped international equities rebound. Oil prices stabilized, providing some relief for emerging market stocks, although a stronger U.S. dollar posed another significant headwind for the asset class.
U.S. economic growth regained momentum in the second quarter, helping U.S. stocks resume an upward path; however, the improving data underscored the likelihood that the Fed would raise short-term rates before the end of 2015 and bond yields moved swiftly higher. The month of June brought a sharp, but temporary, sell-off across most asset classes as Greece’s long-brewing debt troubles came to an impasse. These concerns abated when the Greek parliament passed a series of austerity and reform measures in July. But the market’s calm was short-lived. Signs of weakness in China’s economy sparked extreme levels of volatility in Chinese equities despite policymakers’ attempts to stabilize the market.
Higher volatility spread through markets globally in the third quarter as further evidence of deceleration in China stoked worries about overall global growth. Weakening Chinese demand caused oil prices to slide once again and ignited another steep sell-off in emerging markets. Speculation as to whether the Fed would raise rates at its September meeting further fueled global volatility. Ultimately, the Fed postponed the rate hike, but this brought little relief in the markets as the central bank’s decision reinforced investors’ concerns about the state of the global economy. Stock markets finished the third quarter with the worst performance since 2011. High yield bonds also declined, while higher quality assets, including U.S. Treasury bonds, municipal bonds and investment grade credit benefited from investors seeking shelter amid global uncertainty.
The period ended with a strong October rally in risk assets. Given the recent scarcity of evidence of global growth, equity markets had become more reliant on central banks to drive performance. Although October brought generally soft economic data and lower growth estimates, global equities powered higher as China’s central bank provided more stimulus, the European Central Bank poised for more easing and soft U.S. data pushed back expectations for a Fed rate hike. Treasury bonds declined in October while all other asset classes benefited from investors’ increased risk appetite.
At BlackRock, we believe investors need to think globally, extend their scope across a broad array of asset classes and be prepared to move freely as market conditions change over time. We encourage you to talk with your financial advisor and visit blackrock.com for further insight about investing in today’s markets.
Sincerely,
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-16-419308/g35150sig_01mips.jpg)
Rob Kapito
President, BlackRock Advisors, LLC
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-16-419308/g35150photo_01mips.jpg)
Rob Kapito
President, BlackRock Advisors, LLC
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Total Returns as of October 31, 2015 | |
| | 6-month | | | 12-month | |
U.S. large cap equities (S&P 500® Index) | | | 0.77 | % | | | 5.20 | % |
U.S. small cap equities (Russell 2000® Index) | | | (4.12 | ) | | | 0.34 | |
International equities (MSCI Europe, Australasia, Far East Index) | | | (6.44 | ) | | | (0.07 | ) |
Emerging market equities (MSCI Emerging Markets Index) | | | (17.75 | ) | | | (14.53 | ) |
3-month Treasury bills (BofA Merrill Lynch 3-Month U.S. Treasury Bill Index) | | | 0.01 | | | | 0.02 | |
U.S. Treasury securities (BofA Merrill Lynch 10-Year U.S. Treasury Index) | | | (0.02 | ) | | | 3.57 | |
U.S. investment-grade bonds (Barclays U.S. Aggregate Bond Index) | | | (0.10 | ) | | | 1.96 | |
Tax-exempt municipal bonds (S&P Municipal Bond Index) | | | 1.58 | | | | 2.87 | |
U.S. high yield bonds
(Barclays U.S. Corporate High Yield 2% Issuer Capped Index) | | | (3.38 | ) | | | (1.91 | ) |
Past performance is no guarantee of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index. | |
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| | THIS PAGE NOT PART OF YOUR FUND REPORT | | | | 3 |
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Fund Summary as of October 31, 2015 | | |
BlackRock Long-Horizon Equity Fund’s (the “Fund”) investment objective is to provide high total investment return.
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Portfolio Management Commentary | | |
How did the Fund perform?
• | | For the 12-month period ended October 31, 2015, the Fund underperformed its benchmark, the MSCI All Country World Index (“ACWI”). |
What factors influenced performance?
• | | The Fund’s position in Delta Lloyd NV within the financials sector represented the single largest detractor from performance during the period. The Dutch insurer traded down on capitalization concerns stemming from upcoming changes to European regulatory guidelines. Within consumer discretionary, positions in the luxury car maker Porsche Automobil Holding SE and the Macau gaming company Sands China Ltd. both negatively impacted relative performance. Stock selection in industrials detracted as well, as Union Pacific Corp.’s growth expectations suffered due to lower commodity prices and a subsequent decline in rail shipment volumes. |
• | | Conversely, stock selection within health care and an overweight in consumer discretionary made the largest positive contributions to relative performance. Within health care, Fund holdings Genmab A/S and Allergan PLC benefited from the strong performance of the biotechnology and pharmaceutical industries. Stock selection in consumer staples also added to relative performance. Within consumer staples, a position in Imperial Tobacco Group PLC performed well as the company continues to deliver steady earnings growth via an effective product pricing strategy. |
Describe recent portfolio activity.
• | | During the period, the Fund’s position in Newell Rubbermaid, Inc. was sold as the stock hit the investment advisor’s price target and offered limited potential upside. Additionally, holdings in the French oil company Total SA and the luxury goods firm Cie Financiere Richemont SA were sold due to deterioration in their respective operating environments. New positions included H&R Block, Inc., the U.S.-based tax advisory service, and Baidu, Inc., China’s largest Internet search firm. The Fund also added to its holdings in pharmaceutical company AstraZeneca PLC based on a positive growth outlook for the company. Lastly, the Fund took some profits on strong-performing U.S.-based automotive parts and accessories dealer AutoZone, Inc., while retaining a position there. |
Describe portfolio positioning at period end.
• | | As of period end, the Fund’s most significant weightings were within financials, information technology and health care. Financials exposure was mostly in banks, reflecting the industry’s attractive relative valuations. Information technology and health care exposures were balanced across “turnaround” and traditional longer-term growth stories. The Fund had no exposure to the utilities, materials or telecommunication services sectors. |
The views expressed reflect the opinions of BlackRock as of the date of this report and are subject to change based on changes in market, economic or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.
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Ten Largest Holdings | | Percent of Long-Term Investments |
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HDFC Bank Ltd. | | | 5 | % |
Baidu, Inc. – ADR | | | 5 | |
AstraZeneca PLC | | | 5 | |
Imperial Tobacco Group PLC | | | 5 | |
H&R Block, Inc. | | | 5 | |
AutoZone, Inc. | | | 5 | |
Alphabet, Inc., Class C | | | 5 | |
Allergan PLC | | | 5 | |
Citigroup, Inc. | | | 4 | |
Lloyds Banking Group PLC | | | 4 | |
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Geographic Allocation | | Percent of Long-Term Investments |
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United States | | | 51 | % |
United Kingdom | | | 17 | |
Netherlands | | | 10 | |
India | | | 5 | |
China | | | 5 | |
South Korea | | | 4 | |
France | | | 3 | |
Denmark | | | 2 | |
Germany | | | 2 | |
Brazil | | | 1 | |
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4 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
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Total Return Based on a $10,000 Investment | | |
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| 1 | | Assuming maximum sales charges, if any, transaction costs and other operating expenses, including advisory fees. Institutional Shares do not have a sales charge. |
| 2 | | The Fund will, under normal circumstances, invest at least 80% of its net assets (plus any borrowings for investment purposes) in equity securities. The Fund’s total returns prior to October 15, 2012 are the returns of the Fund when it followed a different investment objective and different investment strategies under the name BlackRock Global Dynamic Equity Fund. |
| 3 | | This unmanaged index is a free float-adjusted, market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. The MSCI ACWI consists of 46 country indexes comprising 23 developed and 23 emerging market country indexes. |
| 4 | | Commencement of operations. |
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Performance Summary for the Period Ended October 31, 2015 | | |
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| | | | | Average Annual Total Returns5 | |
| | | | | 1 Year | | | 5 Years | | | Since Inception6 | |
| | 6-Month Total Returns | | | w/o sales charge | | | w/sales charge | | | w/o sales charge | | | w/sales charge | | | w/o sales charge | | | w/sales charge | |
Institutional | | | (4.26 | )% | | | (0.28 | )% | | | N/A | | | | 7.73 | % | | | N/A | | | | 7.03 | % | | | N/A | |
Investor A | | | (4.35 | ) | | | (0.55 | ) | | | (5.77 | )% | | | 7.43 | | | | 6.28 | % | | | 6.74 | | | | 6.17 | % |
Investor B | | | (4.84 | ) | | | (1.51 | ) | | | (5.31 | ) | | | 6.51 | | | | 6.19 | | | | 6.06 | | | | 6.06 | |
Investor C | | | (4.73 | ) | | | (1.28 | ) | | | (2.11 | ) | | | 6.61 | | | | 6.61 | | | | 5.93 | | | | 5.93 | |
Class R | | | (4.56 | ) | | | (0.99 | ) | | | N/A | | | | 6.96 | | | | N/A | | | | 6.33 | | | | N/A | |
MSCI ACWI | | | (4.77 | ) | | | (0.03 | ) | | | N/A | | | | 7.68 | | | | N/A | | | | 5.54 | | | | N/A | |
| 5 | | Assuming maximum sales charges, if any. Average annual total returns with and without sales charges reflect reductions for distribution and service fees. See “About Fund Performance” on page 6 for a detailed description of share classes, including any related sales charges and fees. |
| 6 | | The Fund commenced operations on November 4, 2005. |
| | | N/A — Not applicable as share class and index do not have a sales charge. |
| | | Past performance is not indicative of future results. |
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| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 5 |
Institutional Shares are not subject to any sales charge. These shares bear no ongoing distribution or service fees and are available only to certain eligible investors.
Investor A Shares are subject to a maximum initial sales charge (front-end load) of 5.25% and a service fee of 0.25% per year (but no distribution fee). Certain redemptions of these shares may be subject to a contingent deferred sales charge (“CDSC”) where no initial sales charge was paid at the time of purchase. These shares are generally available through financial intermediaries.
Investor B Shares are subject to a maximum CDSC of 4.50%, declining to 0% after six years. In addition, these shares are subject to a distribution fee of 0.75% per year and a service fee of 0.25% per year. These shares automatically convert to Investor A Shares after approximately eight years. (There is no initial sales charge for automatic share conversions.) All returns for periods greater than eight years reflect this conversion. These shares are only available through exchanges and distribution reinvestments by current holders and for purchase by certain employer-sponsored retirement plans.
Investor C Shares are subject to a 1.00% CDSC if redeemed within one year of purchase. In addition, these shares are subject to a distribution fee of 0.75% per year and a service fee of 0.25% per year. These shares are generally available through financial intermediaries.
Class R Shares are not subject to any sales charge. These shares are subject to a distribution fee of 0.25% per year and a service fee of 0.25% per year. These shares are available only to certain employer-
sponsored retirement plans. Prior to March 1, 2007, Class R Shares performance results are those of the Institutional Shares (which have no distribution or service fees) restated to reflect Class R Shares fees.
Performance information reflects past performance and does not guarantee future results. Current performance may be lower or higher than the performance data quoted. Refer to www.blackrock.com/funds to obtain performance data current to the most recent month end. Performance results do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Figures shown in the performance tables on the previous page assume reinvestment of all distributions, if any, at net asset value (“NAV”) on the ex-dividend date. Investment return and principal value of shares will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Distributions paid to each class of shares will vary because of the different levels of service, distribution and transfer agency fees applicable to each class, which are deducted from the income available to be paid to shareholders.
BlackRock Advisors, LLC (the “Manager”), the Fund’s investment advisor, waived a portion of the Fund’s expenses. Without such waiver, the Fund’s performance would have been lower. The Manager is under no obligation to waive or reimburse or to continue waiving or reimbursing its fees after the applicable termination date. See Note 5 of the Notes to Financial Statements for additional information on waivers and/or reimbursements.
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6 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
Shareholders of the Fund may incur the following charges: (a) transactional expenses, such as sales charges; and (b) operating expenses, including investment advisory fees, service and distribution fees, including 12b-1 fees, acquired fund fees and expenses, and other Fund expenses. The expense example shown below (which is based on a hypothetical investment of $1,000 invested on May 1, 2015 and held through October 31, 2015) is intended to assist shareholders both in calculating expenses based on an investment in the Fund and in comparing these expenses with similar costs of investing in other mutual funds.
The expense example provides information about actual account values and actual expenses. In order to estimate the expenses a shareholder paid during the period covered by this report, shareholders can divide their account value by $1,000 and then multiply the result by the number corresponding to their share class under the heading entitled “Expenses Paid During the Period.”
The expense example also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses. In order to assist shareholders in comparing the ongoing expenses of investing in the Fund and other funds, compare the 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.
The expenses shown in the expense example are intended to highlight shareholders’ ongoing costs only and do not reflect any transactional expenses, such as sales charges, if any. Therefore, the hypothetical example is useful in comparing ongoing expenses only, and will not help shareholders determine the relative total expenses of owning different funds. If these transactional expenses were included, shareholder expenses would have been higher.
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| | Actual | | | Hypothetical2 | | | | |
| | Beginning Account Value May 1, 2015 | | | Ending Account Value October 31, 2015 | | | Expenses Paid During the Period1 | | | Beginning Account Value May 1, 2015 | | | Ending Account Value October 31, 2015 | | | Expenses Paid During the Period1 | | | Annualized Expense Ratio | |
Institutional | | $ | 1,000.00 | | | $ | 957.40 | | | $ | 4.88 | | | $ | 1,000.00 | | | $ | 1,020.21 | | | $ | 5.04 | | | | 0.99 | % |
Investor A | | $ | 1,000.00 | | | $ | 956.50 | | | $ | 6.21 | | | $ | 1,000.00 | | | $ | 1,018.85 | | | $ | 6.41 | | | | 1.26 | % |
Investor B | | $ | 1,000.00 | | | $ | 951.60 | | | $ | 10.72 | | | $ | 1,000.00 | | | $ | 1,014.22 | | | $ | 11.07 | | | | 2.18 | % |
Investor C | | $ | 1,000.00 | | | $ | 952.70 | | | $ | 9.94 | | | $ | 1,000.00 | | | $ | 1,015.02 | | | $ | 10.26 | | | | 2.02 | % |
Class R | | $ | 1,000.00 | | | $ | 954.40 | | | $ | 8.37 | | | $ | 1,000.00 | | | $ | 1,016.64 | | | $ | 8.64 | | | | 1.70 | % |
| 1 | | Expenses for the Fund are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period shown). |
| 2 | | Hypothetical 5% return before expenses is calculated by prorating the number of days in the most recent fiscal half year divided by 365. |
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Derivative Financial Instruments | | |
The Fund may invest in various derivative financial instruments. Derivative financial instruments are used to obtain exposure to a security, index and/or market without owning or taking physical custody of securities 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. Derivative financial instruments also 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 derivative financial instrument. The Fund’s ability to use a derivative financial instrument successfully depends on the investment advisor’s ability to predict pertinent market movements accurately, which cannot be assured. The use of derivative financial 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 Fund’s investments in these instruments during the period, if any, are discussed in detail in the Notes to Financial Statements.
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| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 7 |
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Schedule of Investments October 31, 2015 | | (Percentages shown are based on Net Assets) |
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Common Stocks | | Shares | | | Value | |
Brazil — 0.9% | |
Itau Unibanco Holding SA, Preference Shares | | | | | 604,648 | | | $ | 4,150,091 | |
China — 4.9% | |
Baidu, Inc.- ADR (a) | | | | | 117,038 | | | | 21,941,114 | |
Denmark — 2.0% | |
Novo Nordisk A/S, Class B | | | | | 170,568 | | | | 9,057,753 | |
France — 3.0% | |
AXA SA | | | | | 516,117 | | | | 13,774,189 | |
Germany — 1.8% | |
Volkswagen AG, Preference Shares | | | | | 69,485 | | | | 8,340,635 | |
India — 5.1% | |
HDFC Bank Ltd. | | | | | 1,139,477 | | | | 22,878,314 | |
Netherlands — 9.9% | |
ASML Holding NV | | | | | 110,751 | | | | 10,273,403 | |
Delta Lloyd NV | | | | | 535,948 | | | | 4,223,286 | |
ING Groep NV CVA | | | | | 1,075,986 | | | | 15,659,762 | |
Royal Dutch Shell PLC, Class A | | | | | 547,504 | | | | 14,293,877 | |
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| | | | | | | | | 44,450,328 | |
South Korea — 4.1% | |
Samsung Electronics Co. Ltd., Preference Shares | | | | | 17,541 | | | | 18,321,216 | |
United Kingdom — 15.8% | |
AstraZeneca PLC | | | | | 338,004 | | | | 21,541,838 | |
BG Group PLC | | | | | 559,180 | | | | 8,834,214 | |
Delta Topco Ltd., (Acquired 5/02/12, cost $962,533) (b) | | | | | 1,559,597 | | | | 740,809 | |
Imperial Tobacco Group PLC | | | | | 392,195 | | | | 21,118,915 | |
Lloyds Banking Group PLC | | | | | 16,667,960 | | | | 18,918,304 | |
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| | | | | | | | | 71,154,080 | |
United States — 48.7% | | | | | | | | | | |
AbbVie, Inc. | | | | | 219,219 | | | | 13,054,491 | |
Allergan PLC (a) | | | | | 65,010 | | | | 20,053,635 | |
Alphabet, Inc., Class C (a) | | | | | 28,809 | | | | 20,477,725 | |
AutoZone, Inc. (a) | | | | | 26,180 | | | | 20,535,854 | |
Cigna Corp. | | | | | 63,534 | | | | 8,516,097 | |
Citigroup, Inc. | | | | | 368,414 | | | | 19,588,572 | |
Citizens Financial Group, Inc. | | | | | 511,033 | | | | 12,418,102 | |
Comcast Corp., Class A | | | | | 275,323 | | | | 17,240,726 | |
H&R Block, Inc. | | | | | 561,271 | | | | 20,912,958 | |
HP, Inc. | | | | | 453,916 | | | | 12,237,575 | |
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Common Stocks | | Shares | | | Value | |
United States (continued) | | | | | | | | | | | | |
JPMorgan Chase & Co. | | | | | | | 285,683 | | | $ | 18,355,133 | |
Union Pacific Corp. | | | | | | | 162,873 | | | | 14,552,703 | |
United Technologies Corp. | | | | | | | 93,616 | | | | 9,212,751 | |
Western Digital Corp. | | | | | | | 185,201 | | | | 12,375,131 | |
| | | | | | | | | | | | |
| | | | | | | | | | | 219,531,453 | |
Total Common Stocks — 96.2% | | | | | | | | | | | 433,599,173 | |
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Corporate Bonds | | Par (000) | | | | |
China — 0.0% | | | | | |
China Milk Products Group Ltd., 0.00%, 1/15/12 (a)(c)(d) | | | USD | | | | 1,000 | | | | 10,000 | |
United Kingdom — 0.3% | | | | | |
Delta Topco Ltd., (Acquired 5/02/12, cost $1,330,603), 10.00%, 11/24/60 (b) | | | | | | | 1,439 | | | | 1,441,853 | |
Total Corporate Bonds — 0.3% | | | | | | | | | | | 1,451,853 | |
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Preferred Stocks | | Shares | | | | |
United States — 1.6% | | | | | |
Proteus Digital Health, (Acquired 7/22/14, cost $7,000,007), 0.00% (a)(b) | | | | | | | 532,735 | | | | 7,000,007 | |
Total Long-Term Investments (Cost — $401,496,221) — 98.1% | | | | | | | | | | | 442,051,033 | |
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Short-Term Securities | | | | | | | | | |
BlackRock Liquidity Funds, TempFund, Institutional Class, 0.10% (e)(f) | | | | | | | 8,575,834 | | | | 8,575,834 | |
Total Short-Term Securities (Cost — $8,575,834) — 1.9% | | | | | | | | | | | 8,575,834 | |
Total Investments (Cost — $410,072,055) — 100.0% | | | | | | | | 450,626,867 | |
Liabilities in Excess of Other Assets — (0.0)% | | | | | | | | (82,219 | ) |
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Net Assets — 100.0% | | | | | | | | | | $ | 450,544,648 | |
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ADR | | American Depositary Receipts |
CVA | | Certificaten Van Aandelen (Dutch Certificate) |
USD | | U.S. Dollar |
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Notes to Schedule of Investments |
(a) | | Non-income producing security. |
(b) | | Restricted security as to resale, excluding 144A securities. As of period end, the Fund held restricted securities with a current value of $9,182,669 and an original cost of $9,293,143 which was 2.1% of its net assets. |
(c) | | Issuer filed for bankruptcy and/or is in default of interest payments. |
See Notes to Financial Statements.
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8 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
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Schedule of Investments (continued) | | |
(e) | | During the year ended October 31, 2015, investments in issuers considered to be affiliates of the Fund for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, were as follows: |
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Affiliate | | | | | Shares/Beneficial Interest Held at October 31, 2014 | | | | | | Net Activity | | | Shares/Beneficial Interest Held at October 31, 2015 | | | Income | |
BlackRock Liquidity Funds, TempFund, Institutional Class | | | | | | | 18,826,796 | | | | | | | | (10,250,962 | ) | | | 8,575,834 | | | $ | 11,811 | |
BlackRock Liquidity Series LLC, Money Market Series | | | USD | | | | 14,123,480 | | | | USD | | | | (14,123,480 | ) | | | — | | | $ | 5,101 | 1 |
1 Represents securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees, and other payments to and from borrowers of securities. | |
(f) | | Represents the current yield as of period end. |
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Fair Value Hierarchy as of Period End |
Various inputs are used in determining the fair value of investments. For information about the Fund’s policy regarding valuation of investments, refer to the Notes to Financial Statements.
The following table summarizes the Fund’s investments categorized in the disclosure hierarchy:
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| | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Long-Term Investments: | | | | | | | | | | | | | | | | |
Common Stocks: | | | | | | | | | | | | | | | | |
Brazil | | $ | 4,150,091 | | | | — | | | | — | | | $ | 4,150,091 | |
China | | | 21,941,114 | | | | — | | | | — | | | | 21,941,114 | |
Denmark | | | — | | | $ | 9,057,753 | | | | — | | | | 9,057,753 | |
France | | | — | | | | 13,774,189 | | | | — | | | | 13,774,189 | |
Germany | | | — | | | | 8,340,635 | | | | — | | | | 8,340,635 | |
India | | | — | | | | 22,878,314 | | | | — | | | | 22,878,314 | |
Netherlands | | | 15,659,762 | | | | 28,790,566 | | | | — | | | | 44,450,328 | |
South Korea | | | — | | | | 18,321,216 | | | | — | | | | 18,321,216 | |
United Kingdom | | | — | | | | 70,413,271 | | | $ | 740,809 | | | | 71,154,080 | |
United States | | | 219,531,453 | | | | — | | | | — | | | | 219,531,453 | |
Corporate Bonds | | | — | | | | — | | | | 1,451,853 | | | | 1,451,853 | |
Preferred Stocks | | | — | | | | — | | | | 7,000,007 | | | | 7,000,007 | |
Short-Term Securities | | | 8,575,834 | | | | — | | | | — | | | | 8,575,834 | |
| | | | |
Total | | $ | 269,858,254 | | | $ | 171,575,944 | | | $ | 9,192,669 | | | $ | 450,626,867 | |
| | | | |
The Fund may hold assets and/or liabilities in which the fair value approximates the carrying amount for financial statement purposes. As of period end, foreign currency at value of $379 is categorized as Level 1 within the disclosure hierarchy.
Transfers between Level 1 and Level 2 were as follows:
| | | | | | | | | | | | |
| | Transfers into Level 11 | | | Transfers out of Level 1 | | Transfers into Level 2 | | Transfers out of Level 21 | |
Assets: | | | | | | | | | | | | |
Common Stocks | | $ | 18,585,509 | | | — | | — | | $ | (18,585,509 | ) |
| | | | |
1 Systematic Fair Value Prices were not utilized at period end for these investments. | |
See Notes to Financial Statements.
| | | | | | |
| | | | | | |
| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 9 |
| | |
Schedule of Investments (concluded) | | |
A reconciliation of Level 3 investments is presented when the Fund had a significant amount of Level 3 investments at the beginning and/or end of the year in relation to net assets. The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used in determining fair value:
| | | | | | | | | | | | | | | | |
| | Common Stock | | | Corporate Bonds | | | Preferred Stocks | | | Total | |
Assets: | | | | | | | | | | | | | | | | |
Opening Balance, as of October 31, 2014 | | $ | 913,924 | | | $ | 1,323,006 | | | $ | 7,000,007 | | | $ | 9,236,937 | |
Transfers into Level 3 | | | — | | | | — | | | | — | | | | — | |
Transfers out of Level 3 | | | — | | | | — | | | | — | | | | — | |
Accrued discounts/premiums | | | — | | | | — | | | | — | | | | — | |
Net realized gain (loss) | | | — | | | | (1,181,753 | ) | | | — | | | | (1,181,753 | ) |
Net change in unrealized appreciation (depreciation)1,2 | | | (173,115 | ) | | | 1,179,810 | | | | — | | | | 1,006,695 | |
Purchases | | | — | | | | 130,790 | | | | — | | | | 130,790 | |
Sales | | | — | | | | — | | | | — | | | | | |
Closing Balance as of October 31, 2015 | | $ | 740,809 | | | $ | 1,451,853 | | | $ | 7,000,007 | | | $ | 9,192,669 | |
| | | | |
Net change in unrealized appreciation (depreciation) on investments still held at October 31, 2015 | | $ | (173,115 | ) | | $ | (1,942 | ) | | | — | | | $ | (175,057 | ) |
| | | | |
1 Included in the related net change in unrealized appreciation (depreciation) in the Statement of Operations. | |
2 Any difference between net change in unrealized appreciation (depreciation) and net change in unrealized appreciation (depreciation) on investments still held at October 31, 2015, is generally due to investments no longer held or categorized as Level 3 at period end. | |
The following table summarizes the valuation techniques used and unobservable inputs utilized by the BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) to determine the value of certain of the Fund’s Level 3 investments as of period end. The table does not include Level 3 investments with values based upon unadjusted third party pricing information in the amount of $10,000.
| | | | | | | | | | | | |
| | Value | | | Valuation Techniques | | Unobservable Inputs | | Unobservable Inputs Utilized | |
Assets: | | | | | | | | | | | | |
Common Stocks | | $ | 740,809 | | | Market Comparable Companies | | Run Rate EBITDA Multiple1 | | | 20.50x | |
Corporate Bonds | | | 1,441,853 | | | Market Comparable Companies | | Run Rate EBITDA Multiple1 | | | 20.50x | |
Preferred Stocks | | | 7,000,007 | | | Cost2 | | N/A | | | — | |
| | | | |
Total | | $ | 9,182,669 | | | | | | | | | |
| | | | | | | | | | | | |
1 Increase in unobservable input may result in a significant increase to value, while a decrease in the unobservable input may result in a significant decrease to value. | |
2 The Fund fair values certain of its Level 3 investments using acquisition cost, although the transaction may not have occurred during the current reporting period. These investments are generally privately held investments. There may not be a secondary market, and/or there are a limited number of investors. The determination to fair value such investments at cost is based upon factors consistent with the principles of fair value measurement that are reasonably available to the Global Valuation Committee, or its delegate. Valuations are reviewed utilizing available market information to determine if the carrying value should be adjusted. Such market data may include, but is not limited to, observations of the trading multiples of public companies considered comparable to the private companies being valued, financial or operational information released by the company, and/or news or corporate events that affect the investment. Valuations may be adjusted to account for company-specific issues, the lack of liquidity inherent in a nonpublic investment and the fact that comparable public companies are not identical to the investments being fair valued by the Fund. | |
See Notes to Financial Statements.
| | | | | | |
| | | | | | |
10 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | |
Statement of Assets and Liabilities | | |
| | | | |
October 31, 2015 | | | |
| | | | |
Assets | | | | |
Investments at value — unaffiliated (cost — $401,496,221) | | $ | 442,051,033 | |
Investments at value — affiliated (cost — $8,575,834) | | | 8,575,834 | |
Foreign currency at value (cost — $388) | | | 379 | |
Receivables: | | | | |
Capital shares sold | | | 121,045 | |
Dividends | | | 883,373 | |
Interest | | | 119,428 | |
Prepaid expenses | | | 39,529 | |
| | | | |
Total assets | | | 451,790,621 | |
| | | | |
| | | | |
Liabilities | | | | |
Payables: | | | | |
Capital shares redeemed | | | 503,270 | |
Investment advisory fees | | | 300,155 | |
Service and distribution fees | | | 142,822 | |
Deferred foreign capital gain tax | | | 37,664 | |
Officer’s and Trustees’ fees | | | 6,396 | |
Other affiliates | | | 254 | |
Other accrued expenses | | | 255,412 | |
| | | | |
Total liabilities | | | 1,245,973 | |
| | | | |
Net Assets | | $ | 450,544,648 | |
| | | | |
| | | | |
Net Assets Consist of | | | | |
Paid-in capital | | $ | 379,318,807 | |
Undistributed net investment income | | | 2,468,823 | |
Accumulated net realized gain | | | 28,301,469 | |
Net unrealized appreciation (depreciation) | | | 40,455,549 | |
| | | | |
Net Assets | | $ | 450,544,648 | |
| | | | |
| | | | |
Net Asset Value | | | | |
Institutional — Based on net assets of $72,806,453 and 5,687,935 shares outstanding, unlimited shares authorized, $0.10 par value | | $ | 12.80 | |
| | | | |
Investor A — Based on net assets of $273,184,677 and 21,406,191 shares outstanding, unlimited shares authorized, $0.10 par value | | $ | 12.76 | |
| | | | |
Investor B — Based on net assets of $892,908 and 68,756 shares outstanding, unlimited shares authorized, $0.10 par value | | $ | 12.99 | |
| | | | |
Investor C — Based on net assets of $99,939,211 and 7,882,312 shares outstanding, unlimited shares authorized, $0.10 par value | | $ | 12.68 | |
| | | | |
Class R — Based on net assets of $3,721,399 and 291,699 shares outstanding, unlimited shares authorized, $0.10 par value | | $ | 12.76 | |
| | | | |
| | | | | | |
See Notes to Financial Statements. | | | | |
| | | | | | |
| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 11 |
| | | | |
Year Ended October 31, 2015 | | | |
| | | | |
Investment Income | | | | |
Dividends — unaffiliated | | $ | 10,147,205 | |
Interest | | | 141,171 | |
Dividends — affiliated | | | 11,811 | |
Securities lending — affiliated — net | | | 5,101 | |
Foreign taxes withheld | | | (709,514 | ) |
| | | | |
Total income | | | 9,595,774 | |
| | | | |
| | | | |
Expenses | | | | |
Investment advisory | | | 3,970,869 | |
Service — Investor A | | | 757,859 | |
Service and distribution — Investor B | | | 14,696 | |
Service and distribution — Investor C | | | 1,115,770 | |
Service and distribution — Class R | | | 17,722 | |
Transfer agent — Institutional | | | 54,982 | |
Transfer agent — Investor A | | | 272,408 | |
Transfer agent — Investor B | | | 4,215 | |
Transfer agent — Investor C | | | 116,552 | |
Transfer agent — Class R | | | 13,247 | |
Professional | | | 146,960 | |
Accounting services | | | 141,455 | |
Custodian | | | 95,188 | |
Registration | | | 72,705 | |
Printing | | | 36,965 | |
Officer and Trustees | | | 25,897 | |
Miscellaneous | | | 26,748 | |
| | | | |
Total expenses | | | 6,884,238 | |
Less: | | | | |
Fees waived by the Manager | | | (9,082 | ) |
Transfer agent fees waived and/or reimbursed — class specific | | | (2,943 | ) |
| | | | |
Total expenses after fees waived and/or reimbursed | | | 6,872,213 | |
| | | | |
Net investment income | | | 2,723,561 | |
| | | | |
| | | | |
Realized and Unrealized Gain (Loss) | | | | |
Net realized gain (loss) from: | | | | |
Investments | | | 28,527,475 | |
Foreign currency transactions | | | (361,219 | ) |
| | | | |
| | | 28,166,256 | |
| | | | |
Net change in unrealized appreciation (depreciation) on: | | | | |
Investments (net of $37,664 foreign capital gain tax) | | | (33,477,869 | ) |
Foreign currency translations | | | (5,623 | ) |
| | | | |
| | | (33,483,492 | ) |
| | | | |
Net realized and unrealized loss | | | (5,317,236 | ) |
| | | | |
Net Decrease in Net Assets Resulting from Operations | | $ | (2,593,675 | ) |
| | | | |
| | | | | | |
See Notes to Financial Statements. | | | | |
| | | | | | |
12 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | |
Statements of Changes in Net Assets | | |
| | | | | | | | |
| | Year Ended October 31, | |
Increase (Decrease) in Net Assets: | | 2015 | | | 2014 | |
| | | | | | | | |
Operations | | | | | | | | |
Net investment income | | $ | 2,723,561 | | | $ | 5,115,455 | |
Net realized gain | | | 28,166,256 | | | | 76,663,791 | |
Net change in unrealized appreciation (depreciation) | | | (33,483,492 | ) | | | (29,424,579 | ) |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | (2,593,675 | ) | | | 52,354,667 | |
| | | | | | | | |
| | | | | | | | |
Distributions to Shareholders1 | | | | | | | | |
From net investment income: | | | | | | | | |
Institutional | | | (1,007,870 | ) | | | (1,657,076 | ) |
Investor A | | | (3,219,989 | ) | | | (3,293,478 | ) |
Investor C | | | (381,537 | ) | | | (75,281 | ) |
Class R | | | (17,144 | ) | | | (12,578 | ) |
From net realized gain: | | | | | | | | |
Institutional | | | (11,862,920 | ) | | | (2,983,805 | ) |
Investor A | | | (46,410,117 | ) | | | (8,032,408 | ) |
Investor B | | | (291,196 | ) | | | (75,966 | ) |
Investor C | | | (17,262,600 | ) | | | (3,059,226 | ) |
Class R | | | (499,860 | ) | | | (112,847 | ) |
| | | | | | | | |
Decrease in net assets resulting from distributions to shareholders | | | (80,953,233 | ) | | | (19,302,665 | ) |
| | | | | | | | |
| | | | | | | | |
Capital Share Transactions | | | | | | | | |
Net decrease in net assets derived from capital share transactions | | | (8,343,102 | ) | | | (121,293,230 | ) |
| | | | | | | | |
| | | | | | | | |
Net Assets | | | | | | | | |
Total decrease in net assets | | | (91,890,010 | ) | | | (88,241,228 | ) |
Beginning of year | | | 542,434,658 | | | | 630,675,886 | |
| | | | | | | | |
End of year | | $ | 450,544,648 | | | $ | 542,434,658 | |
| | | | | | | | |
Undistributed net investment income, end of year | | $ | 2,468,823 | | | $ | 4,630,352 | |
| | | | | | | | |
1 Distributions for annual periods determined in accordance with federal income tax regulations. | | | | | | | | |
| | | | | | |
See Notes to Financial Statements. | | | | |
| | | | | | |
| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 13 |
| | | | | | | | | | | | | | | | | | | | |
| | Institutional | |
| | Year Ended October 31, | |
| | 2015 | | | 2014 | | | 20131 | | | 20121 | | | 20111 | |
| | | | | | | | | | | | | | | | | | | | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 15.27 | | | $ | 14.48 | | | $ | 12.43 | | | $ | 11.98 | | | $ | 11.93 | |
| | | | | | | | | | | | | | | | | | | | |
Net investment income2 | | | 0.13 | | | | 0.19 | | | | 0.15 | | | | 0.14 | | | | 0.15 | |
Net realized and unrealized gain (loss) | | | (0.22 | ) | | | 1.11 | | | | 2.56 | | | | 0.64 | | | | 0.02 | 3 |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) from investment operations | | | (0.09 | ) | | | 1.30 | | | | 2.71 | | | | 0.78 | | | | 0.17 | |
| | | | | | | | | | | | | | | | | | | | |
Distributions:4 | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.19 | ) | | | (0.18 | ) | | | (0.37 | ) | | | (0.33 | ) | | | (0.12 | ) |
From net realized gain | | | (2.19 | ) | | | (0.33 | ) | | | (0.29 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (2.38 | ) | | | (0.51 | ) | | | (0.66 | ) | | | (0.33 | ) | | | (0.12 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, end of year | | $ | 12.80 | | | $ | 15.27 | | | $ | 14.48 | | | $ | 12.43 | | | $ | 11.98 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Return5 | | | | | | | | | | | | | | | | | | | | |
Based on net asset value | | | (0.28)% | | | | 9.36% | | | | 22.71% | | | | 6.93% | | | | 1.41% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 0.98% | | | | 0.95% | | | | 0.98% | | | | 1.01% | | | | 1.00% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed | | | 0.98% | | | | 0.95% | | | | 0.98% | | | | 1.00% | | | | 1.00% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed, excluding reorganization expenses and dividend expense | | | 0.98% | | | | 0.95% | | | | 0.98% | | | | 1.00% | | | | 1.00% | 6 |
| | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.95% | | | | 1.31% | | | | 1.12% | | | | 1.17% | | | | 1.19% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000) | | $ | 72,806 | | | $ | 83,466 | | | $ | 130,942 | | | $ | 138,976 | | | $ | 319,863 | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 71% | | | | 45% | | | | 11% | | | | 112% | | | | 37% | |
| | | | | | | | | | | | | | | | | | | | |
| 1 | | Consolidated Financial Highlights. |
| 2 | | Based on average shares outstanding. |
| 3 | | Includes redemption fees, which are less than $0.005 per share. |
| 4 | | Distributions for annual periods determined in accordance with federal income tax regulations. |
| 5 | | Where applicable, assumes the reinvestment of distributions. |
| 6 | | Excludes stock loan fees, which had no impact to the ratio. |
| | | | | | |
See Notes to Financial Statements. | | | | |
| | | | | | |
14 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | |
Financial Highlights (continued) | | |
| | | | | | | | | | | | | | | | | | | | |
| | Investor A | |
| | Year Ended October 31, | |
| | 2015 | | | 2014 | | | 20131 | | | 20121 | | | 20111 | |
| | | | | | | | | | | | | | | | | | | | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 15.23 | | | $ | 14.43 | | | $ | 12.40 | | | $ | 11.95 | | | $ | 11.90 | |
| | | | | | | | | | | | | | | | | | | | |
Net investment income2 | | | 0.09 | | | | 0.14 | | | | 0.11 | | | | 0.12 | | | | 0.11 | |
Net realized and unrealized gain (loss) | | | (0.22 | ) | | | 1.13 | | | | 2.55 | | | | 0.63 | | | | 0.03 | 3 |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) from investment operations | | | (0.13 | ) | | | 1.27 | | | | 2.66 | | | | 0.75 | | | | 0.14 | |
| | | | | | | | | | | | | | | | | | | | |
Distributions:4 | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.15 | ) | | | (0.14 | ) | | | (0.34 | ) | | | (0.30 | ) | | | (0.09 | ) |
From net realized gain | | | (2.19 | ) | | | (0.33 | ) | | | (0.29 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (2.34 | ) | | | (0.47 | ) | | | (0.63 | ) | | | (0.30 | ) | | | (0.09 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, end of year | | $ | 12.76 | | | $ | 15.23 | | | $ | 14.43 | | | $ | 12.40 | | | $ | 11.95 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Return5 | | | | | | | | | | | | | | | | | | | | |
Based on net asset value | | | (0.55)% | | | | 9.09% | | | | 22.32% | | | | 6.62% | | | | 1.14% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 1.25% | | | | 1.22% | | | | 1.27% | | | | 1.28% | | | | 1.26% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed | | | 1.25% | | | | 1.22% | | | | 1.27% | | | | 1.28% | | | | 1.26% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed, excluding reorganization expenses and dividend expense | | | 1.25% | | | | 1.22% | | | | 1.27% | | | | 1.28% | | | | 1.26% | 6 |
| | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.69% | | | | 0.96% | | | | 0.82% | | | | 1.04% | | | | 0.91% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000) | | $ | 273,185 | | | $ | 330,524 | | | $ | 354,562 | | | $ | 353,237 | | | $ | 381,311 | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 71% | | | | 45% | | | | 11% | | | | 112% | | | | 37% | |
| | | | | | | | | | | | | | | | | | | | |
| 1 | | Consolidated Financial Highlights. |
| 2 | | Based on average shares outstanding. |
| 3 | | Includes redemption fees, which are less than $0.005 per share. |
| 4 | | Distributions for annual periods determined in accordance with federal income tax regulations. |
| 5 | | Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions. |
| 6 | | Excludes stock loan fees, which had no impact to the ratio. |
| | | | | | |
See Notes to Financial Statements. | | | | |
| | | | | | |
| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 15 |
| | |
Financial Highlights (continued) | | |
| | | | | | | | | | | | | | | | | | | | |
| | Investor B | |
| | Year Ended October 31, | |
| | 2015 | | | 2014 | | | 20131 | | | 20121 | | | 20111 | |
| | | | | | | | | | | | | | | | | | | | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 15.37 | | | $ | 14.43 | | | $ | 12.39 | | | $ | 11.90 | | | $ | 11.86 | |
| | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)2 | | | (0.04 | ) | | | 0.02 | | | | 0.00 | 3 | | | 0.02 | | | | (0.06 | ) |
Net realized and unrealized gain (loss) | | | (0.22 | ) | | | 1.14 | | | | 2.55 | | | | 0.64 | | | | 0.10 | 4 |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) from investment operations | | | (0.26 | ) | | | 1.16 | | | | 2.55 | | | | 0.66 | | | | 0.04 | |
| | | | | | | | | | | | | | | | | | | | |
Distributions:5 | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | — | | | | — | | | | (0.22 | ) | | | (0.17 | ) | | | — | |
From net realized gain | | | (2.12 | ) | | | (0.22 | ) | | | (0.29 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (2.12 | ) | | | (0.22 | ) | | | (0.51 | ) | | | (0.17 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, end of year | | $ | 12.99 | | | $ | 15.37 | | | $ | 14.43 | | | $ | 12.39 | | | $ | 11.90 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Return6 | | | | | | | | | | | | | | | | | | | | |
Based on net asset value | | | (1.51)% | | | | 8.13% | | | | 21.26% | | | | 5.76% | | | | 0.34% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 2.20% | | | | 2.14% | | | | 2.11% | | | | 2.12% | | | | 2.08% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed | | | 2.19% | | | | 2.13% | | | | 2.11% | | | | 2.12% | | | | 2.08% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed, excluding reorganization expenses and dividend expense | | | 2.19% | | | | 2.13% | | | | 2.11% | | | | 2.12% | | | | 2.08% | 7 |
| | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | (0.31)% | | | | 0.13% | | | | 0.01% | | | | 0.18% | | | | (0.50)% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000) | | $ | 893 | | | $ | 2,388 | | | $ | 6,200 | | | $ | 8,868 | | | $ | 13,819 | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 71% | | | | 45% | | | | 11% | | | | 112% | | | | 37% | |
| | | | | | | | | | | | | | | | | | | | |
| 1 | | Consolidated Financial Highlights. |
| 2 | | Based on average shares outstanding. |
| 3 | | Amount is less than $0.005 per share. |
| 4 | | Includes redemption fees, which are less than $0.005 per share. |
| 5 | | Distributions for annual periods determined in accordance with federal income tax regulations. |
| 6 | | Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions. |
| 7 | | Excludes stock loan fees, which had no impact to the ratio. |
| | | | | | |
See Notes to Financial Statements. | | | | |
| | | | | | |
16 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | |
Financial Highlights (continued) | | |
| | | | | | | | | | | | | | | | | | | | |
| | Investor C | |
| | Year Ended October 31, | |
| | 2015 | | | 2014 | | | 20131 | | | 20121 | | | 20111 | |
| | | | | | | | | | | | | | | | | | | | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 15.14 | | | $ | 14.33 | | | $ | 12.32 | | | $ | 11.85 | | | $ | 11.81 | |
| | | | | | | | | | | | | | | | | | | | |
Net investment income (loss)2 | | | (0.01 | ) | | | 0.03 | | | | 0.01 | | | | 0.03 | | | | 0.02 | |
Net realized and unrealized gain (loss) | | | (0.21 | ) | | | 1.12 | | | | 2.53 | | | | 0.64 | | | | 0.02 | 3 |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) from investment operations | | | (0.22 | ) | | | 1.15 | | | | 2.54 | | | | 0.67 | | | | 0.04 | |
| | | | | | | | | | | | | | | | | | | | |
Distributions:4 | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.05 | ) | | | (0.01 | ) | | | (0.24 | ) | | | (0.20 | ) | | | — | |
From net realized gain | | | (2.19 | ) | | | (0.33 | ) | | | (0.29 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (2.24 | ) | | | (0.34 | ) | | | (0.53 | ) | | | (0.20 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, end of year | | $ | 12.68 | | | $ | 15.14 | | | $ | 14.33 | | | $ | 12.32 | | | $ | 11.85 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Return5 | | | | | | | | | | | | | | | | | | | | |
Based on net asset value | | | (1.28)% | | | | 8.23% | | | | 21.36% | | | | 5.85% | | | | 0.34% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 2.01% | | | | 1.99% | | | | 2.04% | | | | 2.05% | | | | 2.02% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed | | | 2.01% | | | | 1.99% | | | | 2.03% | | | | 2.05% | | | | 2.02% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed, excluding reorganization expenses and dividend expense | | | 2.01% | | | | 1.99% | | | | 2.03% | | | | 2.05% | | | | 2.02% | 6 |
| | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | (0.08)% | | | | 0.19% | | | | 0.05% | | | | 0.26% | | | | 0.13% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000) | | $ | 99,939 | | | $ | 122,305 | | | $ | 134,124 | | | $ | 133,374 | | | $ | 165,823 | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 71% | | | | 45% | | | | 11% | | | | 112% | | | | 37% | |
| | | | | | | | | | | | | | | | | | | | |
| 1 | | Consolidated Financial Highlights. |
| 2 | | Based on average shares outstanding. |
| 3 | | Includes redemption fees, which are less than $0.005 per share. |
| 4 | | Distributions for annual periods determined in accordance with federal income tax regulations. |
| 5 | | Where applicable, excludes the effects of any sales charges and assumes the reinvestment of distributions. |
| 6 | | Excludes stock loan fees, which had no impact to the ratio. |
| | | | | | |
See Notes to Financial Statements. | | | | |
| | | | | | |
| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 17 |
| | |
Financial Highlights (concluded) | | |
| | | | | | | | | | | | | | | | | | | | |
| | Class R | |
| | Year Ended October 31, | |
| | 2015 | | | 2014 | | | 20131 | | | 20121 | | | 20111 | |
| | | | | | | | | | | | | | | | | | | | |
Per Share Operating Performance | | | | | | | | | | | | | | | | | | | | |
Net asset value, beginning of year | | $ | 15.21 | | | $ | 14.38 | | | $ | 12.36 | | | $ | 11.89 | | | $ | 11.85 | |
| | | | | | | | | | | | | | | | | | | | |
Net investment income2 | | | 0.03 | | | | 0.07 | | | | 0.06 | | | | 0.07 | | | | 0.06 | |
Net realized and unrealized gain (loss) | | | (0.22 | ) | | | 1.13 | | | | 2.54 | | | | 0.63 | | | | 0.02 | 3 |
| | | | | | | | | | | | | | | | | | | | |
Net increase (decrease) from investment operations | | | (0.19 | ) | | | 1.20 | | | | 2.60 | | | | 0.70 | | | | 0.08 | |
| | | | | | | | | | | | | | | | | | | | |
Distributions:4 | | | | | | | | | | | | | | | | | | | | |
From net investment income | | | (0.07 | ) | | | (0.04 | ) | | | (0.29 | ) | | | (0.23 | ) | | | (0.04 | ) |
From net realized gain | | | (2.19 | ) | | | (0.33 | ) | | | (0.29 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total distributions | | | (2.26 | ) | | | (0.37 | ) | | | (0.58 | ) | | | (0.23 | ) | | | (0.04 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net asset value, end of year | | $ | 12.76 | | | $ | 15.21 | | | $ | 14.38 | | | $ | 12.36 | | | $ | 11.89 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total Return5 | | | | | | | | | | | | | | | | | | | | |
Based on net asset value | | | (0.99)% | | | | 8.56% | | | | 21.87% | | | | 6.17% | | | | 0.68% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ratios to Average Net Assets | | | | | | | | | | | | | | | | | | | | |
Total expenses | | | 1.78% | | | | 1.79% | | | | 1.86% | | | | 1.82% | | | | 1.77% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed | | | 1.70% | | | | 1.70% | | | | 1.69% | | | | 1.69% | | | | 1.70% | |
| | | | | | | | | | | | | | | | | | | | |
Total expenses after fees waived and/or reimbursed, excluding reorganization expenses and dividend expenses | | | 1.70% | | | | 1.70% | | | | 1.69% | | | | 1.69% | | | | 1.70% | 6 |
| | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.21% | | | | 0.51% | | | | 0.45% | | | | 0.62% | | | | 0.48% | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Supplemental Data | | | | | | | | | | | | | | | | | | | | |
Net assets, end of year (000) | | $ | 3,721 | | | $ | 3,751 | | | $ | 4,848 | | | $ | 6,853 | | | $ | 6,895 | |
| | | | | | | | | | | | | | | | | | | | |
Portfolio turnover rate | | | 71% | | | | 45% | | | | 11% | | | | 112% | | | | 37% | |
| | | | | | | | | | | | | | | | | | | | |
| 1 | | Consolidated Financial Highlights. |
| 2 | | Based on average shares outstanding. |
| 3 | | Includes redemption fees, which are less than $0.005 per share. |
| 4 | | Distributions for annual periods determined in accordance with federal income tax regulations. |
| 5 | | Where applicable, assumes the reinvestment of distributions. |
| 6 | | Excludes stock loan fees, which had no impact to the ratio. |
| | | | | | |
See Notes to Financial Statements. | | | | |
| | | | | | |
18 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | | | |
Notes to Financial Statements | | |
1. Organization:
BlackRock Long-Horizon Equity Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end management investment company. The Fund is organized as a Delaware statutory trust.
The 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, except that certain classes bear expenses related to the shareholder servicing and distribution of such shares. Institutional Shares are sold only to certain eligible investors. Investor B Shares are only available through exchanges and distribution reinvestments by current holders and for purchase by certain employer-sponsored retirement plans. Investor A and Investor C Shares are generally available through financial intermediaries. Class R Shares are available only to certain employer-sponsored retirement plans. Each class has exclusive voting rights with respect to matters relating to its shareholder servicing and distribution expenditures (except that Investor B shareholders may vote on material changes to the Investor A distribution and service plan).
| | | | | | |
Share Class | | Initial Sales Charge | | CDSC | | Conversion Privilege |
Institutional and Class R Shares.. | | No | | No | | None |
Investor A Shares . . . . . . . . | | Yes | | No1 | | None |
Investor B Shares . . . . . . . . | | No | | Yes | | To Investor A Shares after approximately 8 years |
Investor C Shares . . . . . . . . | | No | | Yes | | None |
| 1 | | Investor A Shares may be subject to a CDSC for certain redemptions where no initial sales charge was paid at the time of purchase. |
The Fund, together with certain other registered investment companies advised by BlackRock Advisors, LLC (the “Manager”) or its affiliates, is included in a complex of open-end funds referred to as the Equity-Bond Complex.
Basis of Consolidation: The accompanying consolidated financial highlights include the accounts of BlackRock Cayman Global Dynamic Equity Fund I, Ltd. (the “Subsidiary”), which is a wholly owned subsidiary of the Fund, which primarily invested in commodity-related instruments. During the year ended October 31, 2013, the Subsidiary was dissolved. The Subsidiary enabled the Fund to hold these commodity-related instruments and satisfy Regulated Investment Company (“RIC”) tax requirements. Intercompany accounts and transactions, if any, have been eliminated.
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. The 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:
Foreign Currency: The Fund’s books and records are maintained in U.S. dollars. Purchases and sales of investments are recorded at the rates of exchange prevailing on the respective date 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.
The Fund does not isolate changes in the exchange rates from the changes in the market prices of investments held or sold for financial reporting purposes. Accordingly, the effects of changes in exchange rates on investments are not segregated in the Statement 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. The 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 federal income tax purposes.
Investment Transactions and Investment Income: For financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the trade dates). Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend date. Dividends from foreign securities where the ex-dividend date may have passed are subsequently recorded when the Fund is informed of the ex-dividend date. 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 on the accrual basis. Income, expenses and realized and unrealized gains and losses are allocated daily to each class based on its relative net assets.
| | | | | | |
| | | | | | |
| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 19 |
| | |
Notes to Financial Statements (continued) | | |
Distributions: Distributions paid by the Fund are recorded on the ex-dividend date. The character and timing of distributions are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP.
Recent Accounting Standard: In June 2014, the Financial Accounting Standards Board issued guidance to improve the financial reporting of reverse repurchase agreements and other similar transactions. The guidance will require expanded disclosure for entities that enter into reverse repurchase agreements and similar transactions accounted for as secured borrowings. It is effective for financial statements with fiscal years beginning on or after December 15, 2014 and for interim periods beginning after March 15, 2015. Management is evaluating the impact, if any, of this guidance on the Fund’s financial statement disclosures.
Indemnifications: In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnification. The Fund’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Fund, which cannot be predicted with any certainty.
Other: Expenses directly related to the Fund or its classes are charged to the Fund or the applicable class. 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. Expenses directly related to the Fund and other shared expenses prorated to the Fund are allocated daily to each class based on its relative net assets or other appropriate methods.
The Fund has an arrangement with its custodian whereby fees may be reduced by credits earned on uninvested cash balances, which, if applicable, are shown as fees paid indirectly in the Statement of Operations. The custodian imposes fees on overdrawn cash balances, which can be offset by accumulated credits earned or may result in additional custody charges.
3. Investment Valuation and Fair Value Measurements:
Investment Valuation Policies: The Fund’s investments are valued at fair value (also referred to as “market value” within the financial statements) as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern time) (or if the reporting date falls on a day the NYSE is closed, investments are valued at fair value as of the report date). U.S. GAAP defines fair value as the price the 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 Fund determines the fair values of its financial instruments using independent dealers or pricing services under policies approved by the Board of Trustees of the Fund (the “Board”). The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to provide oversight of the pricing function for the Fund for all financial instruments.
Fair Value Inputs and Methodologies: The following methods (or “techniques”) and inputs are used to establish the fair value of the Fund’s assets and liabilities:
• | | Equity investments traded on a recognized securities exchange are valued at the official close price each day, if available. For equity investments traded on more than one exchange, the official close price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price. |
• | | Bond investments are valued on the basis of last available bid prices or current market quotations provided by dealers or pricing services. Floating rate loan interests are valued at the mean of the bid prices from one or more brokers or dealers as obtained from a pricing service. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments, various relationships observed in the market between investments and calculated yield measures. Asset-backed and mortgage-backed securities are valued by independent pricing services using models that consider estimated cash flows of each tranche of the security, establish a benchmark yield and develop an estimated tranche-specific spread to the benchmark yield based on the unique attributes of the tranche. Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of business on the NYSE. Occasionally, events affecting the values of such instruments may occur between the foreign market close and the close of business on the NYSE that may not be reflected in the computation of the Fund’s net assets. |
• | | Generally, trading in foreign instruments is substantially completed each day at various times prior to the close of business on the NYSE. Occasionally, events affecting the values of such instruments may occur between the foreign market close and the close of business on the NYSE that may not be reflected in the computation of the Fund’s net assets. Each business day, the Fund uses a pricing service to assist with the valuation of certain foreign exchange-traded equity securities and foreign exchange-traded and OTC options (the “Systematic Fair Value Price”). Using current |
| | | | | | |
| | | | | | |
20 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | | | |
Notes to Financial Statements (continued) | | |
| market factors, the Systematic Fair Value Price is designed to value such foreign securities and foreign options at fair value as of the close of business on the NYSE, which follows the close of the local markets. |
• | | The Fund values its investment in BlackRock Liquidity Series, LLC, Money Market Series (the “Money Market Series”) at fair value, which is ordinarily based upon its pro rata ownership in the underlying fund’s net assets. The Money Market Series seeks current income consistent with maintaining liquidity and preserving capital. Although the Money Market Series is not registered under the 1940 Act, its investments will follow the parameters of investments by a money market fund that is subject to Rule 2a-7 under the 1940 Act. The Fund may withdraw up to 25% of its investment daily, although the manager of the Money Market Series, in its sole discretion, may permit an investor to withdraw more than 25% on any one day. |
• | | 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 business on the NYSE. Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are determined as of the close of business on the NYSE. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. |
If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such instruments, or in the event that the 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 Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that the 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 Global Valuation Committee, or its delegate, deems relevant consistent with the principles of fair value measurement, which include the market approach, income approach and/or in the case of recent investments, the cost approach, as appropriate. The market approach generally consists of using comparable market transactions. The income approach generally is used to discount future cash flows to present value and is adjusted for liquidity as appropriate. These factors include but are not limited to: (i) attributes specific to the investment or asset; (ii) the principal market for the investment or asset; (iii) the customary participants in the principal market for the investment or asset; (iv) data assumptions by market participants for the investment or asset, if reasonably available; (v) quoted prices for similar investments or assets in active markets; and (vi) other factors, such as future cash flows, interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates. Due to the inherent uncertainty of valuations of such investments, the fair values may differ from the values that would have been used had an active market existed. The Global Valuation Committee, or its delegate, employs various methods for calibrating valuation approaches for investments where an active market does not exist, including regular due diligence of the Fund’s pricing vendors, regular reviews of key inputs and assumptions, transactional back-testing or disposition analysis to compare unrealized gains and losses to realized gains and losses, reviews of missing or stale prices and large movements in market values and reviews of any market related activity. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.
Fair Value Hierarchy: Various inputs are used in determining the fair value of investments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:
• | | Level 1 — unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Fund has the ability to access |
• | | Level 2 — other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market–corroborated inputs) |
• | | Level 3 — unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Fund’s own assumptions used in determining the fair value of investments) |
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. The significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments are typically categorized as Level 3. The fair value hierarchy for the Fund’s investments has been included in the Schedule of Investments.
| | | | | | |
| | | | | | |
| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 21 |
| | |
Notes to Financial Statements (continued) | | |
Changes in valuation techniques may result in transfers into or out of an assigned level within the hierarchy. In accordance with the Fund’s policy, transfers between different levels of the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments is based on the pricing transparency of the investments and is not necessarily an indication of the risks associated with investing in those securities.
4. Securities and Other Investments:
Zero-Coupon Bonds: Zero-coupon bonds are normally issued at a significant discount from face value and do not provide for periodic interest payments. These bonds may experience greater volatility in market value than other debt obligations of similar maturity which provide for regular interest payments.
Preferred Stock: 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.
Securities Lending: The Fund may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Fund collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by the Fund is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter, at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Fund and any additional required collateral is delivered to the Fund, or excess collateral returned by the Fund, on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.
The market value of any securities on loan, all of which were classified as common stocks in the Fund’s Schedule of Investments, and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value-unaffiliated, and collateral on securities loaned at value, respectively. As of period end, any securities on loan were collateralized by cash. The cash collateral invested by the securities lending agent, BlackRock Investment Management, LLC (“BIM”), if any, is disclosed in the Schedule of Investments.
Securities lending transactions are entered into by the Fund under Master Securities Lending Agreements (each, an “MSLA”) which provide the right, in the event of default (including bankruptcy or insolvency), for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional collateral. In the event that a borrower defaults, the Fund, as lender, would offset the market value of the collateral received against the market value of the securities loaned. When the value of the collateral is greater than that of the market value of the securities loaned, the lender is left with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of an MSLA counterparty’s bankruptcy or insolvency. Under the MSLA, absent an event of default the borrower can resell or re-pledge the loaned securities, and the Fund can reinvest cash collateral received in connection with loaned securities. Upon an event of default, the parties’ obligations to return the securities or collateral to the other party are extinguished, and the parties can resell or re-pledge the loaned securities or the collateral received in connection with the loaned securities.
The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Fund benefits from a borrower default indemnity provided by BIM. BIM’s indemnity allows for full replacement of the securities loaned if the collateral received does not cover the value on the securities loaned in the event of borrower default. The Fund could suffer a loss if the value of an investment purchased with cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received.
5. Investment Advisory Agreement and Other Transactions with Affiliates:
The PNC Financial Services Group, Inc. is the largest stockholder and an affiliate of BlackRock, for 1940 Act purposes.
| | | | | | |
| | | | | | |
22 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | | | |
Notes to Financial Statements (continued) | | |
The Fund entered into an Investment Advisory Agreement with the Manager, the Fund’s investment advisor, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory and administration services. The Manager is responsible for the management of the Fund’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Fund. For such services, the Fund pays the Manager a monthly fee based on a percentage of the Fund’s average daily net assets at the following annual rates:
| | | | |
Average Daily Net Assets | | Investment Advisory Fee | |
First $1 Billion | | | 0.80% | |
$1 Billion — $3 Billion | | | 0.75% | |
$3 Billion — $5 Billion | | | 0.72% | |
$5 Billion — $10 Billion | | | 0.70% | |
Greater than $10 Billion | | | 0.68% | |
The Manager voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Fund pays to the Manager indirectly through its investment in affiliated money market funds. However, the Manager does not waive its investment advisory fees by the amount of investment advisory fees paid in connection with the Fund’s investment in other affiliated investment companies, if any. This amount is shown as fees waived by the Manager in the Statement of Operations.
The Manager entered into a sub-advisory agreement with BIM, an affiliate of the Manager. The Manager pays BIM, for services it provides, a monthly fee that is a percentage of the investment advisory fees paid by the Fund to the Manager.
For the year ended October 31, 2015, the Fund reimbursed the Manager $5,245 for certain accounting services, which is included in accounting services in the Statement of Operations.
The Fund entered into a Distribution Agreement and a Distribution and Service Plan with BlackRock Investments, LLC (“BRIL”), an affiliate of the Manager. Pursuant to the Distribution and Service Plan and in accordance with Rule 12b-1 under the 1940 Act, the Fund pays BRIL ongoing service and distribution fees. The fees are accrued daily and paid monthly at annual rates based upon the average daily net assets of the relevant share class of the Fund as follows:
| | | | | | | | |
| | Service Fee | | | Distribution Fee | |
Investor A | | | 0.25% | | | | — | |
Investor B | | | 0.25% | | | | 0.75% | |
Investor C | | | 0.25% | | | | 0.75% | |
Class R | | | 0.25% | | | | 0.25% | |
Pursuant to sub-agreements with BRIL, broker-dealers and BRIL provide shareholder servicing and distribution services to the Fund. The ongoing service and/or distribution fee compensates BRIL and each broker-dealer for providing shareholder servicing and/or distribution related services to the shareholders.
The Manager maintains a call center, which is responsible for providing certain shareholder services to the Fund, such as responding to shareholder inquiries and processing transactions based upon instructions from shareholders with respect to the subscription and redemption of Fund shares. For the year ended October 31, 2015, the Fund reimbursed the Manager the following amounts for costs incurred in running the call center, which are included in transfer agent — class specific in the Statement of Operations:
| | | | |
Institutional | | $ | 498 | |
Investor A | | $ | 6,073 | |
Investor B | | $ | 106 | |
Investor C | | $ | 1,917 | |
Class R | | $ | 6 | |
Pursuant to written agreements, certain financial intermediaries, some of which may be affiliates, provide the Fund with sub-accounting, recordkeeping, sub-transfer agency and other administrative services with respect to sub-accounts they service. 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.
The Manager contractually agreed to waive and/or reimburse fees or expenses in order to limit expenses, excluding interest expense, dividend expense, tax expense, acquired fund fees and expenses, and certain other fund expenses, which constitute extraordinary expenses not incurred in the ordinary course of the Fund’s business. The current expense limitation as a percentage of average daily net assets is as follows: 1.15% for Institutional; 1.43% for Investor A; 2.29% for Investor B and Investor C and 1.70% for Class R. The Manager has agreed not to reduce or discontinue this
| | | | | | |
| | | | | | |
| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 23 |
| | |
Notes to Financial Statements (continued) | | |
contractual waiver or reimbursement prior to March 1, 2016, unless approved by the Board, including a majority of the Independent Trustees. For the year ended October 31, 2015, the Fund waived and/or reimbursed the following amounts:
| | | | |
Investor B | | $ | 19 | |
Class R | | $ | 2,924 | |
For the year ended October 31, 2015, affiliates earned underwriting discounts, direct commissions and dealer concessions on sales of the Fund’s Investor A Shares, which total $2,213.
For the year ended October 31, 2015, affiliates received CDSCs of $80 for Investor B Shares.
The U.S. Securities and Exchange Commission has issued an exemptive order which permits BIM, an affiliate of the Manager, to serve as securities lending agent for the Fund, subject to applicable conditions. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Fund is responsible for expenses in connection with the investment of cash collateral received for securities on loan (the “collateral investment expenses”). The cash collateral is invested in a private investment company managed by the Manager or its affiliates. However, BIM has agreed to cap the collateral investment expenses of the private investment company to an annual rate of 0.04%. The investment advisor to the private investment company will not charge any advisory fees with respect to shares purchased by the Fund.
Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment expenses. The Fund retains a portion of securities lending income and remits a remaining portion to BIM as compensation for its services as securities lending agent.
Pursuant to a securities lending agreement effective January 1, 2015, the Fund retains 80% of securities lending income, and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.
In addition, commencing the business day following the date that the aggregate securities lending income earned across the Equity-Bond Complex in a calendar year exceeds a specified threshold, the Fund, pursuant to the securities lending agreement, will retain for the remainder of that calendar year securities lending income as follows: 85% of securities lending income, and this amount retained can never be less than 70% of the total of securities lending income plus the collateral investment expenses.
For the period February 1, 2014 through May 31, 2014, the Fund retained 70% (75% commencing on the business day following the date that the aggregate securities lending income earned across the Equity-Bond Complex in the calendar year 2014 exceeded a specified threshold (the “Hurdle Date”) and for the remainder of that calendar year) of securities lending income, and this amount retained could never be less than 65% of the total of securities lending income plus the collateral investment expenses. For the period June 1, 2014 through December 31, 2014, the Fund retained 75% (80% commencing on the Hurdle Date and for the remainder of that calendar year) of securities lending income, and this amount retained could never be less than 65% of the total of securities lending income plus the collateral investment expenses.
The share of securities lending income earned by the Fund is shown as securities lending — affiliated — net in the Statement of Operations. For the year ended October 31, 2015, the Fund paid BIM $991 for securities lending agent services.
Certain officers and/or trustees of the Fund are officers and/or directors of BlackRock or its affiliates. The Fund reimburses the Manager for a portion of the compensation paid to the Fund’s Chief Compliance Officer, which is included in officer and trustees in the Statement of Operations.
6. Purchases and Sales:
For the year ended October 31, 2015, purchases and sales of investments, excluding short-term securities, were $341,173,183 and $417,659,427, respectively.
7. Income Tax Information:
It is the Fund’s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required.
The 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 the Fund’s U.S. federal tax returns remains open for each of the four years ended October 31, 2015. The statutes of limitations on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
| | | | | | |
| | | | | | |
24 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | | | |
Notes to Financial Statements (continued) | | |
Management has analyzed tax laws and regulations and their application to the Fund as of October 31, 2015, inclusive of the open tax return years, and does not believe there are any uncertain tax positions that require recognition of a tax liability in the Fund’s financial statements.
U.S. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share. As of period end, the following permanent differences attributable to foreign currency transactions, were reclassified to the following accounts:
| | | | |
Undistributed net investment income | | $ | (258,550 | ) |
Accumulated net realized gain | | $ | 258,550 | |
The tax character of distributions paid was as follows:
| | | | | | | | |
| | 10/31/15 | | | 10/31/14 | |
Ordinary income | | $ | 7,804,281 | | | $ | 15,732,168 | |
Long-term capital gains | | | 73,148,952 | | | | 3,570,497 | |
| | | | | | | | |
Total | | $ | 80,953,233 | | | $ | 19,302,665 | |
| | | | | | | | |
As of period end, the tax components of accumulated net earnings were as follows:
| | | | |
Undistributed ordinary income | | $ | 2,468,750 | |
Undistributed long-term capital gains | | | 28,517,724 | |
Net unrealized gains1 | | | 40,239,367 | |
| | | | |
Total | | $ | 71,225,841 | |
| | | | |
| 1 | | The difference between book-basis and tax-basis net unrealized gains (losses) was attributable primarily to the tax deferral of losses on wash sales and the timing and recognition of partnership income. |
As of period end, gross unrealized appreciation and depreciation based on cost for federal income tax purposes were as follows:
| | | | |
Tax cost | | $ | 410,288,313 | |
| | | | |
Gross unrealized appreciation | | $ | 64,967,276 | |
Gross unrealized depreciation | | | (24,628,722 | ) |
| | | | |
Net unrealized appreciation | | $ | 40,338,554 | |
| | | | |
8. Bank Borrowings:
The Fund, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.1 billion credit agreement with a group of lenders, under which the Fund may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Fund, can borrow up to an aggregate commitment amount of $1.6 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 0.06% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) one-month LIBOR (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum or (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. The agreement expires in April 2016 unless extended or renewed. Prior to November 25, 2014, the aggregate commitment amount was $1.1 billion, of which the Participating Funds, including the Fund, could borrow up to $650 million at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. Participating Funds paid administration, legal and arrangement fees, which, if applicable, are included in miscellaneous expenses in the Statement of Operations, and along with commitment 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 year ended October 31, 2015, the Fund did not borrow under the credit agreement.
9. Principal Risks:
In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk) or failure of the issuer to meet all its obligations, including the ability to pay principal and interest when due (issuer credit risk). The value of securities held by the Fund may decline in response to certain events, including those directly involving the issuers of securities owned by the Fund. Changes arising from the general economy, the overall market and local, regional or global political or/and social instability, as well as currency, interest rate and price fluctuations, may also affect the securities’ value.
| | | | | | |
| | | | | | |
| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 25 |
| | |
Notes to Financial Statements (continued) | | |
Concentration Risk: The Fund invests a substantial amount of its assets in issuers located in a single country or a limited number of countries. When the Fund concentrates its investments in this manner, it assumes the risk that economic, political and social conditions in those countries may have a significant impact on their investment performance. Foreign issuers may not be subject to the same uniform accounting, auditing and financial reporting standards and practices as used in the United States. Foreign securities markets may also be less liquid, more volatile, and less subject to governmental supervision not typically associated with investing in U.S. securities. Investment percentages in specific countries are presented in the Schedule of Investments.
The Fund invests a significant portion of its assets in securities of issuers located in Europe or with significant exposure to European issuers or countries. The European financial markets have recently experienced volatility and adverse trends due to concerns about economic downturns in, or rising government debt levels of, several European countries. These events may spread to other countries in Europe and may affect the value and liquidity of certain of the Fund’s investments.
As of period end, the Fund’s investments had the following industry classifications:
| | | | |
Industry | | Percentage of Long- Term Investments | |
Pharmaceuticals | | | 14 | % |
Banks | | | 13 | |
Diversified Financial Services | | | 12 | |
Internet Software & Services | | | 10 | |
Semiconductors & Semiconductor Equipment | | | 6 | |
Technology Hardware, Storage & Peripherals | | | 6 | |
Oil, Gas & Consumable Fuels | | | 5 | |
Other1 | | | 34 | |
| 1 | | All other industries held were less than 5% of long-term investments. |
10. | Capital Share Transactions: |
Transactions in capital shares for each class were as follows:
| | | | | | | | | | | | | | | | | | |
| | Year Ended October 31, 2015 | | | | | Year Ended October 31, 2014 | |
| | Shares | | | Amount | | | | | Shares | | | Amount | |
Institutional | | | | | | | | | | | | | | | | | | |
Shares sold | | | 966,583 | | | $ | 12,774,861 | | | | | | 1,047,789 | | | $ | 15,444,207 | |
Shares issued to shareholders in reinvestment of distributions | | | 777,434 | | | | 9,725,634 | | | | | | 282,101 | | | | 3,924,017 | |
Shares redeemed | | | (1,521,819 | ) | | | (20,079,384 | ) | | | | | (4,908,620 | ) | | | (73,349,975 | ) |
| | | | | | | | | | |
Net increase (decrease) | | | 222,198 | | | $ | 2,421,111 | | | | | | (3,578,730 | ) | | $ | (53,981,751 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Investor A | | | | | | | | | | | | | | | | | | |
Shares sold | | | 369,311 | | | $ | 4,946,700 | | | | | | 620,200 | | | $ | 9,065,748 | |
Shares issued to shareholders in reinvestment of distributions | | | 3,416,548 | | | | 42,705,577 | | | | | | 706,145 | | | | 9,822,181 | |
Shares redeemed | | | (4,076,460 | ) | | | (54,409,932 | ) | | | | | (4,192,860 | ) | | | (61,843,802 | ) |
| | | | | | | | | | |
Net decrease | | | (290,601 | ) | | $ | (6,757,655 | ) | | | | | (2,866,515 | ) | | $ | (42,955,873 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Investor B | | | | | | | | | | | | | | | | | | |
Shares sold | | | 506 | | | $ | 6,374 | | | | | | 2,689 | | | $ | 39,559 | |
Shares issued to shareholders in reinvestment of distributions | | | 20,511 | | | | 263,160 | | | | | | 4,523 | | | | 64,008 | |
Shares redeemed | | | (107,664 | ) | | | (1,476,253 | ) | | | | | (281,348 | ) | | | (4,147,952 | ) |
| | | | | | | | | | |
Net decrease | | | (86,647 | ) | | $ | (1,206,719 | ) | | | | | (274,136 | ) | | $ | (4,044,385 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | |
26 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | | | |
Notes to Financial Statements (concluded) | | |
| | | | | | | | | | | | | | | | | | |
| | Year Ended October 31, 2015 | | | | | Year Ended October 31, 2014 | |
| | Shares | | | Amount | | | | | Shares | | | Amount | |
Investor C | | | | | | | | | | | | | | | | | | |
Shares sold | | | 157,913 | | | $ | 2,107,563 | | | | | | 222,524 | | | $ | 3,243,653 | |
Shares issued to shareholders in reinvestment of distributions | | | 1,235,110 | | | | 15,438,628 | | | | | | 196,711 | | | | 2,738,146 | |
Shares redeemed | | | (1,586,503 | ) | | | (20,870,761 | ) | | | | | (1,701,978 | ) | | | (24,952,915 | ) |
| | | | | | | | | | |
Net decrease | | | (193,480 | ) | | $ | (3,324,570 | ) | | | | | (1,282,743 | ) | | $ | (18,971,116 | ) |
| | | | | | | | | | |
| | | | | | | | | | | | | | | | | | |
Class R | | | | | | | | | | | | | | | | | | |
Shares sold | | | 75,820 | | | $ | 1,014,930 | | | | | | 57,291 | | | $ | 841,258 | |
Shares issued to shareholders in reinvestment of distributions | | | 40,140 | | | | 503,761 | | | | | | 8,830 | | | | 123,173 | |
Shares redeemed | | | (70,897 | ) | | | (993,960 | ) | | | | | (156,656 | ) | | | (2,304,536 | ) |
| | | | | | | | | | |
Net increase (decrease) | | | 45,063 | | | $ | 524,731 | | | | | | (90,535 | ) | | $ | (1,340,105 | ) |
| | | | | | | | | | |
Total Net Decrease | | | (303,467 | ) | | $ | (8,343,102 | ) | | | | | (8,092,659 | ) | | $ | (121,293,230 | ) |
| | | | | | | | | | |
11. Subsequent Events:
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.
| | | | | | |
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| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 27 |
| | |
Report of Independent Registered Public Accounting Firm | | |
To the Shareholders and Board of Trustees of BlackRock Long-Horizon Equity Fund:
We have audited the accompanying statement of assets and liabilities of BlackRock Long-Horizon Equity Fund (the “Fund”), including the schedule of investments, as of October 31, 2015, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended (consolidated for the three years in the period ended October 31, 2013). These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of the securities owned as of October 31, 2015, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BlackRock Long-Horizon Equity Fund as of October 31, 2015, the results of its operations for the year then ended, its changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended (consolidated for the three years in the period ended October 31, 2013), in conformity with accounting principles generally accepted in the United States of America.
Deloitte & Touche LLP
Boston, Massachusetts
December 23, 2015
| | |
Important Tax Information (Unaudited) | | |
The following information is provided with respect to the ordinary income distributions paid by the Fund during the fiscal year ended October 31, 2015:
| | | | | | | | |
| | Payable Date | | | | |
Qualified Dividend Income for Individuals1 | | | 12/18/14 | | | | 100.00% | |
| | |
Dividends Qualifying for the Dividend Received Deduction for Corporations1 | | | 12/18/14 | | | | 56.28% | |
| | |
Qualified Short-Term Capital Gains for non-U.S. Residents2 | | | 12/18/14 | | | | 40.72% | |
| 1 | | The Fund hereby designates the percentage indicated or the maximum amount allowable by law. |
| 2 | | Represents the portion of the taxable ordinary income dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations. |
Additionally, the Fund distributed long-term capital gains of $2.095443 per share to shareholders of record on December 16, 2014.
| | | | | | |
| | | | | | |
28 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
| | | | |
Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement |
The Board of Trustees (the “Board,” and the members of which are referred to as “Board Members”) of the BlackRock Long-Horizon Equity Fund (the “Fund”) met in person on April 14, 2015 (the “April Meeting”) and May 12-13, 2015 (the “May Meeting”) to consider the approval of the Fund’s investment advisory agreement (the “Advisory Agreement”) with BlackRock Advisors, LLC (the “Manager”), the Fund’s investment advisor. The Board also considered the approval of the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and BlackRock International Limited (the “Sub-Advisor”), with respect to the Fund. The Manager and the Sub-Advisor are referred to herein as “BlackRock.” The Advisory Agreement and the Sub-Advisory Agreement are referred to herein as the “Agreements.”
Activities and Composition of the Board
On the date of the April and May Meetings, the Board consisted of thirteen individuals, ten of whom were not “interested persons” of the Fund as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”). One of the Board Members is a non-management interested Board Member by virtue of his former positions with BlackRock, Inc. and its affiliates. The Board Members are responsible for the oversight of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Chairman of the Board is an Independent Board Member. The Board has established five standing committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the Performance Oversight Committee and the Executive Committee, each of which also has one interested Board Member).
The Agreements
Pursuant to the 1940 Act, the Board is required to consider the continuation of the Agreements on an annual basis. The Board has four quarterly meetings per year, each extending over two days, a fifth one-day meeting to consider specific information surrounding the consideration of renewing the Agreements and additional in-person and telephonic meetings as needed. In connection with this year-long deliberative process, 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; administrative and shareholder services; the oversight of fund service providers; marketing services; risk oversight; compliance; and ability to meet applicable legal and regulatory requirements.
The Board, acting directly and through its committees, considers at each of its meetings, and from time to time as appropriate, factors that are relevant to its annual consideration of the renewal of the Agreements, including the services and support provided by BlackRock to the Fund and its shareholders. 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, applicable benchmark, and performance metrics, as applicable, as well as senior management’s and portfolio managers’ analysis of the reasons for any over-performance or underperformance relative to 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, such as marketing and distribution, call center and fund accounting; (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(s), policies and restrictions, and meeting new regulatory requirements; (e) the Fund’s compliance with its compliance policies and procedures; (f) the nature, cost and character of non-investment management services provided by BlackRock and its affiliates; (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 for products with similar investment mandates across the open-end fund, exchange-traded fund (“ETF”), closed-end fund and institutional 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 it creates, along with investment professionals’ investments in the fund(s) they manage; and (m) periodic updates on BlackRock’s business.
The Board has engaged in an ongoing strategic review with BlackRock of opportunities to consolidate funds and of BlackRock’s commitment to investment performance. BlackRock also furnished information to the Board in response to specific questions. These questions covered issues such as: BlackRock’s profitability; investment performance; subadvisory and advisory relationships with other clients (including mutual funds sponsored by third parties); the viability of specific funds; fund size and manager capacity; BlackRock’s research capabilities; portfolio managers’ investments in funds they manage; funds’ portfolio risk targets; and management fee levels and breakpoints. The Board further discussed with BlackRock: BlackRock’s management structure; portfolio turnover, execution quality and use of soft dollars; BlackRock’s portfolio manager compensation and performance accountability; marketing support for the funds; services provided to the funds by BlackRock affiliates; and BlackRock’s oversight of relationships with third party service providers.
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| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 29 |
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Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (continued) |
Board Considerations in Approving the Agreements
The Approval Process: Prior to the April Meeting, the Board requested and received materials specifically relating to the Agreements. The Board is continuously engaged in a process with its independent legal counsel and BlackRock to review the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the April Meeting included (a) information independently compiled and prepared by Lipper, Inc. (“Lipper”) on Fund fees and expenses as compared with a peer group of funds as determined by Lipper (“Expense Peers”) and the investment performance of the Fund as compared with a peer group of funds as determined by Lipper1 and a customized peer group selected by BlackRock; (b) information on the profits realized by BlackRock and its affiliates pursuant to the Agreements and a discussion of fall-out benefits to BlackRock and its affiliates; (c) a general analysis provided by BlackRock concerning investment management fees charged to other clients, such as institutional clients, sub-advised mutual funds, ETFs and closed-end funds, under similar investment mandates, as well as the performance of such other clients, as applicable; (d) review of non-management fees; (e) the existence, impact and sharing of potential economies of scale; (f) a summary of aggregate amounts paid by the Fund to BlackRock; (g) sales and redemption data regarding the Fund’s shares; and (h) if applicable, a comparison of management fees to similar BlackRock open-end funds, as classified by Lipper.
At the April Meeting, the Board reviewed materials relating to its consideration of the Agreements. As a result of the discussions that occurred during the April Meeting, and as a culmination of the Board’s year-long deliberative process, the Board presented BlackRock with questions and requests for additional information. BlackRock responded to these requests with additional written information in advance of the May Meeting.
At the May Meeting, the Board, including the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Fund, and the Sub-Advisory Agreement between the Manager and the Sub-Advisor, with respect to the Fund, each for a one-year term ending June 30, 2016. In approving the continuation of the Agreements, the Board considered: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Fund and BlackRock; (c) the advisory fee and the cost of the services and profits to be realized by BlackRock and its affiliates from their relationship with the Fund; (d) the Fund’s costs to investors compared to the costs of Expense Peers and performance compared to the relevant performance comparison as previously discussed; (e) the sharing of potential economies of scale; (f) fall-out benefits to BlackRock and its affiliates as a result of its relationship with the Fund; 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 payments made to BlackRock or its affiliates relating to the distribution of Fund shares, securities lending and cash management, services related to the valuation and pricing of Fund portfolio holdings, direct and indirect benefits to BlackRock and its affiliates from their relationship with the Fund and advice from independent legal counsel with respect to the review process and materials submitted for the Board’s review. The Board noted the willingness of BlackRock personnel to engage in open, candid discussions with the Board. The Board did not identify any particular information as determinative, and each Board Member may have attributed different weights to the various items considered.
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 the Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of mutual funds, a relevant benchmark, 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 the Fund’s portfolio management team discussing the Fund’s performance and the Fund’s investment objective(s), strategies and outlook.
The Board considered, among other factors, with respect to BlackRock: the number, education and experience of investment personnel generally and the Fund’s portfolio management team; BlackRock’s 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 engaged in a review of BlackRock’s compensation structure with respect to the Fund’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.
In addition to advisory services, the Board considered the quality of the administrative and other non-investment advisory services provided to the Fund. BlackRock and its affiliates provide the Fund with certain administrative, shareholder and other services (in addition to any such services provided to the Fund by third parties) and officers and other personnel as are necessary for the operations of the Fund. In particular, BlackRock and its affiliates provide the Fund with the following administrative services including, among others: (i) preparing disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily
1 | | Funds are ranked by Lipper in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. |
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30 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
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Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (continued) |
accounting and pricing; (iii) overseeing and coordinating the activities of other service providers; (iv) organizing Board meetings and preparing the materials for such Board meetings; (v) providing legal and compliance support; (vi) 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 (vii) performing other administrative functions necessary for the operation of the Fund, such as tax reporting, fulfilling regulatory filing requirements and call center services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, legal and compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.
B. The Investment Performance of the Fund and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of the Fund. In preparation for the April Meeting, the Board worked with its independent legal counsel, BlackRock and Lipper to develop a template for, and was provided with, reports independently prepared by Lipper, which included a comprehensive analysis of the Fund’s performance. The Board also reviewed a narrative and statistical analysis of the Lipper data that was prepared by BlackRock. In connection with its review, the Board received and reviewed information regarding the investment performance of the Fund as compared to other funds in its applicable Lipper category and the customized peer group selected by BlackRock. The Board was provided with a description of the methodology used by Lipper to select peer funds and periodically meets with Lipper representatives to review its methodology. The Board and its Performance Oversight Committee regularly review, and meet with Fund management to discuss, the performance of the Fund throughout the year.
In evaluating performance, the Board recognized that the performance data reflects a snapshot of a period or as of a particular date and that selecting a different performance period could produce significantly different results. Further, the Board recognized that it is possible that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to affect long-term performance disproportionately.
The Board noted that for the one-, three- and five-year periods reported, the Fund ranked in the second, third and third quartiles, respectively, against its Customized Lipper Peer Group. BlackRock believes that the Customized Lipper Peer Group is an appropriate performance metric for the Fund. The Board noted the Fund’s improved performance during the one-year period. The Board and BlackRock reviewed and discussed the reasons for the Fund’s underperformance during the three- and five-year periods. The Board was informed that, among other things, the main driver of underperformance occurred in the second half of 2013 and the second quarter of 2014, when the portfolio lagged behind a strongly positive market.
The Board and BlackRock also discussed BlackRock’s strategy for improving the Fund’s performance and BlackRock’s commitment to providing the resources necessary to assist the Fund’s portfolio managers in seeking to do so.
C. Consideration of the Advisory/Management Fees and the Cost of the Services and Profits to be Realized by BlackRock and its Affiliates from their Relationship with the Fund: The Board, including the Independent Board Members, reviewed the Fund’s contractual management fee rate compared with the other funds in its Lipper category. 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 the Fund’s total expense ratio, as well as its actual management fee rate, to those of other funds in its Lipper category. 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 that benefit a fund, and the actual management fee rate gives effect to any management fee reimbursements or waivers that benefit a fund. The 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.
The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with a profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Fund. The Board reviewed BlackRock’s profitability with respect to the Fund and other funds the Board currently oversees for the year ended December 31, 2014 compared to available aggregate profitability data provided for the two prior years. The Board reviewed BlackRock’s 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 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. As a result, calculating and comparing profitability at individual fund levels 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.
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| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 31 |
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Disclosure of Investment Advisory Agreement and Sub-Advisory Agreement (concluded) |
In addition, the Board considered the cost of the services provided to the Fund by BlackRock, and BlackRock’s and its affiliates’ profits relating to the management and distribution of the Fund and the other funds advised by BlackRock and its affiliates. As part of its analysis, the Board reviewed BlackRock’s methodology in allocating its costs to the management of the Fund. The Board may periodically receive and review information from independent third parties as part of its annual evaluation. BlackRock retained an independent third party to evaluate its cost allocation methodologies in the context of BlackRock’s 1940 Act Fund business. The Board considered the results of that evaluation in connection with BlackRock’s profitability reporting. The Board also considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management personnel to perform its obligations under the Agreements 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, assumption of risk and liability profile in servicing the Fund 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 and institutional account product channels, as applicable.
The Board noted that the Fund’s contractual management fee rate ranked in the second quartile, and that the actual management fee rate and total expense ratio ranked in the second and first quartiles, respectively, relative to the Fund’s Expense Peers. The Board also noted that the 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 further noted that BlackRock has contractually agreed to a cap on the Fund’s total expenses as a percentage of the Fund’s average daily net assets on a class-by-class basis.
D. Economies of Scale: The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of the Fund increase, as well as the existence of expense caps, as applicable. The Board also considered the extent to which the Fund benefits from such economies and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable the Fund to participate in these economies of scale, for example through the use of revised breakpoints in the advisory fee based upon the asset level of the Fund. In its consideration, the Board Members took into account the existence of any expense caps and further considered the continuation and/or implementation, as applicable, of such caps.
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 their respective relationships with the Fund, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and 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 Fund, including for administrative, distribution, securities lending and cash management services. 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 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. The Board further noted that it had considered the investment by BlackRock’s funds in affiliated ETFs without any offset against the management fees payable by the funds to BlackRock.
In connection with its consideration of the Agreements, 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 Fund’s fees and expenses are too high or if they are dissatisfied with the performance of the Fund.
Conclusion
The Board, including the Independent Board Members, approved the continuation of the Advisory Agreement between the Manager and the Fund for a one-year term ending June 30, 2016, and the Sub-Advisory Agreement between the Manager and the Sub-Advisor, with respect to the Fund, for a one-year term ending June 30, 2016. Based upon its evaluation of all of the aforementioned factors in their totality, the Board, including the Independent Board Members, was satisfied that the terms of the Agreements were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the Agreements, 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 also assisted by the advice of independent legal counsel in making this determination. The contractual fee arrangements for the Fund reflect the results of several years of review by the Board Members and predecessor Board Members, and discussions between such Board Members (and predecessor Board Members) and BlackRock. As a result, the Board Members’ conclusions may be based in part on their consideration of these arrangements in prior years.
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32 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
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Name, Address1 and Year of Birth | | Position(s) Held with Fund | | Length of Time Served as a Trustee3 | | Principal Occupation(s) During Past Five Years | | Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | | Public Directorships |
Independent Trustees2 |
Robert M. Hernandez 1944 | | Chair of the Board and Trustee | | Since 2007 | | Director, Vice Chairman and Chief Financial Officer of USX Corporation (energy and steel business) from 1991 to 2001; Director, TE Connectivity (electronics) from 2006 to 2012. | | 28 RICs consisting of 98 Portfolios | | ACE Limited (insurance company); Eastman Chemical Company |
Fred G. Weiss 1941 | | Vice Chair of the Board and Trustee | | Since 2007 | | Managing Director, FGW Consultancy LLC (consulting and investment company) since 1997; Director and Treasurer, Michael J. Fox Foundation for Parkinson’s Research since 2000; Director, BTG International plc (medical technology commercialization company) from 2001 to 2007. | | 28 RICs consisting of 98 Portfolios | | Allergan plc (pharmaceuticals) |
James H. Bodurtha 1944 | | Trustee | | Since 2007 | | Director, The China Business Group, Inc. (consulting and investing firm) from 1996 to 2013 and Executive Vice President thereof from 1996 to 2003; Chairman of the Board, Berkshire Holding Corporation since 1980. | | 28 RICs consisting of 98 Portfolios | | None |
Bruce R. Bond 1946 | | Trustee | | Since 2007 | | Trustee and Member of the Governance Committee, State Street Research Mutual Funds from 1997 to 2005; Board Member of Governance, Audit and Finance Committee, Avaya Inc. (computer equipment) from 2003 to 2007. | | 28 RICs consisting of 98 Portfolios | | None |
Valerie G. Brown 1956 | | Trustee | | Since 2015 | | Chief Executive Officer and Director, Cetera Financial Group (broker-dealer and registered investment adviser services) from 2010 to 2014; Director and Vice Chairman of the Board, Financial Services Institute (trade organization) from 2009 to 2014; Director and Committee Chair, Securities Industry and Financial Markets Association (trade organization) from 2006 to 2014. | | 28 RICs consisting of 98 Portfolios | | None |
Donald W. Burton 1944 | | Trustee | | Since 2007 | | Managing General Partner, The Burton Partnership, LP (an investment partnership) since 1979; Managing General Partner, The Burton Partnership (QP), LP (an investment partnership) since 2000; Managing General Partner, The South Atlantic Venture Funds from 1983 to 2012; Director, IDology, Inc. (technology solutions) since 2006; Director, Knology, Inc. (telecommunications) from 1996 to 2012; Director, Capital Southwest (financial) from 2006 to 2012. | | 28 RICs consisting of 98 Portfolios | | None |
Honorable Stuart E. Eizenstat 1943 | | Trustee | | Since 2007 | | Partner and Head of International Practice, Covington and Burling LLP (law firm) since 2001; International Advisory Board Member, The Coca-Cola Company from 2002 to 2011; Advisory Board Member, Veracity Worldwide, LLC (risk management) from 2007 to 2012; Member of the International Advisory Board GML Ltd. (energy) since 2003; Advisory Board Member, BT Americas (telecommunications) from 2004 to 2009. | | 28 RICs consisting of 98 Portfolios | | Alcatel-Lucent (tele- communications); Global Specialty Metallurgical; UPS Corporation (delivery service) |
Kenneth A. Froot 1957 | | Trustee | | Since 2007 | | Professor, Harvard University from 1993 to 2012. | | 28 RICs consisting of 98 Portfolios | | None |
John F. O’Brien 1943 | | Trustee | | Since 2007 | | Chairman, Woods Hole Oceanographic Institute since 2009 and Trustee thereof from 2003 to 2009. | | 28 RICs consisting of 98 Portfolios | | Cabot Corporation (chemicals); LKQ Corporation (auto parts manufacturing); TJX Companies, Inc. (retailer) |
Donald C. Opatrny 1952 | | Trustee | | Since 2015 | | Trustee, Member of the Executive Committee and Chair of the Investment Committee, Cornell University since 2004; Member of the Board and Investment Committee, University School since 2007; Member of the Investment Committee, Mellon Foundation from 2009 to 2015; President and Trustee, the Center for the Arts, Jackson Hole since 2011; Director, Athena Capital Advisors LLC (investment management firm) since 2013; Trustee and Chair of the Investment Committee, Community Foundation of Jackson Hole since 2014; Trustee, Artstor (a Mellon Foundation affiliate) since 2010; President, Trustee and Member of the Investment Committee, The Aldrich Contemporary Art Museum from 2007 to 2014. | | 28 RICs consisting of 98 Portfolios | | None |
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| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 33 |
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Officers and Trustees (continued) | | |
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Name, Address1 and Year of Birth | | Position(s) Held with Fund | | Length of Time Served as a Trustee3 | | Principal Occupation(s) During Past Five Years | | Number of BlackRock- Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | | Public Directorships |
Independent Trustees2 (concluded) |
Roberta Cooper Ramo 1942 | | Trustee | | Since 2007 | | Shareholder and Attorney, Modrall, Sperling, Roehl, Harris & Sisk, P.A. (law firm) since 1993; Chairman of the Board, Cooper’s Inc. (retail) since 1999; Director, ECMC Group (service provider to students, schools and lenders) since 2001; President, The American Law Institute (non-profit) since 2008; Vice President, Santa Fe Opera (non-profit) since 2011; Chair, Think New Mexico (non-profit), since 2013. | | 28 RICs consisting of 98 Portfolios | | None |
David H. Walsh 1941 | | Trustee | | Since 2007 | | Director, National Museum of Wildlife Art since 2007; Trustee, University of Wyoming Foundation from 2008 to 2012; Director, The American Museum of Fly Fishing since 1997. | | 28 RICs consisting of 98 Portfolios | | None |
| | 1 The address of each Trustee and Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. |
| | 2 Each Independent Trustee holds office until his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Fund’s by-laws or charter or statute. In no event may an Independent Trustee hold office beyond December 31 of the year in which he or she turns 75. |
| | 3 Date shown is the earliest date a person has served for the Fund. Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. (“BlackRock”) in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. As a result, although the chart shows certain Trustees as joining the Fund’s board in 2007, those Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: James H. Bodurtha, 1995; Bruce R. Bond, 2005; Donald W. Burton, 2002; Honorable Stuart E. Eizenstat, 2001; Kenneth A. Froot, 2005; Robert M. Hernandez, 1996; John F. O’Brien, 2005; Roberta Cooper Ramo, 1999; David H. Walsh, 2003; and Fred G. Weiss, 1998. |
Interested Trustees4 |
Robert Fairbairn 1965 | | Trustee | | Since 2015 | | Senior Managing Director of BlackRock since 2010; Global Head of BlackRock’s Retail and iShares businesses since 2012; Member of BlackRock’s Global Executive and Global Operating Committees; Head of BlackRock’s Global Client Group from 2009 to 2012; Chairman of BlackRock’s international businesses from 2007 to 2010. | | 28 RICs consisting of 98 Portfolios | | None |
Henry Gabbay 1947 | | Trustee | | Since 2007 | | Consultant, BlackRock from 2007 to 2008; Managing Director, BlackRock from 1989 to 2007; Chief Administrative Officer, BlackRock Advisors, LLC from 1998 to 2007; President of BlackRock Funds and BlackRock Allocation Target Shares (formerly BlackRock Bond Allocation Target Shares) from 2005 to 2007 and Treasurer of certain closed-end funds in the BlackRock fund complex from 1989 to 2006. | | 28 RICs consisting of 98 Portfolios | | None |
John M. Perlowski 1964 | | Trustee, President and Chief Executive Officer | | 2015 to present Trustee; 2010 to present President and Chief Executive Officer | | Managing Director of BlackRock since 2009; Head of BlackRock Global Fund Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009. | | 136 RICs consisting of 334 Portfolios | | None |
| | 4 Messrs. Fairbairn and Perlowski are both “interested persons,” as defined in the 1940 Act, of the Fund based on their positions with BlackRock and its affiliates. Mr. Gabbay may be deemed an “interested person” of the Fund based on his former positions with BlackRock and its affiliates. Mr. Gabbay does not currently serve as an officer or employee of BlackRock or its affiliates or own any securities of BlackRock or the PNC Financial Services Group, Inc. Mr. Gabbay is a non-management Interested Trustee. Interested Trustees serve until their successor is duly elected and qualifies or until their earlier death, resignation, retirement or removal as provided by the Fund’s by-laws or charter or statute, or until December 31 of the year in which they turn 72. Officers of the Fund serve at the pleasure of the Board. |
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34 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
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Officers and Trustees (concluded) | | |
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Name, Address1 and Year of Birth | | Position(s) Held with Fund | | Length of Time Served as an Officer | | Principal Occupation(s) During Past Five Years |
Officers2 |
John M. Perlowski 1964 | | President | | 2015 to present (Trustee); 2010 to present (President and Chief Executive Officer) | | Managing Director of BlackRock since 2009; Head of BlackRock Global Fund Services since 2009; Managing Director and Chief Operating Officer of the Global Product Group at Goldman Sachs Asset Management, L.P. from 2003 to 2009; Treasurer of Goldman Sachs Mutual Funds from 2003 to 2009 and Senior Vice President thereof from 2007 to 2009; Director of Goldman Sachs Offshore Funds from 2002 to 2009; Director of Family Resource Network (charitable foundation) since 2009. |
Jennifer McGovern 1977 | | Vice President | | Since 2014 | | Director of BlackRock since 2011; Head of Product Structure and Oversight for BlackRock’s U.S. Wealth Advisory Group since 2013; Vice President of BlackRock from 2008 to 2010. |
Neal Andrews 1966 | | Chief Financial Officer | | Since 2007 | | Managing Director of BlackRock since 2006; Senior Vice President and Line of Business Head of Fund Accounting and Administration at PNC Global Investment Servicing (U.S.) Inc. from 1992 to 2006. |
Jay Fife 1970 | | Treasurer | | Since 2007 | | Managing Director of BlackRock since 2007; Director of BlackRock in 2006; Assistant Treasurer of the MLIM and Fund Asset Management, L.P. advised funds from 2005 to 2006; Director of MLIM Fund Services Group from 2001 to 2006. |
Charles Park 1967 | | Chief Compliance Officer | | Since 2014 | | Anti-Money Laundering Compliance Officer for the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the Equity-Bond Complex, the Equity-Liquidity Complex and the Closed-End Complex since 2014; Principal of and Chief Compliance Officer for iShares® Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (“BFA”) since 2006; Chief Compliance Officer for the BFA-advised iShares exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management International Inc. since 2012. |
Fernanda Piedra 1969 | | Anti-Money Laundering Compliance Officer | | Since 2015 | | Director of BlackRock since 2014; Anti-Money Laundering Compliance Officer and Regional Head of Financial Crime for the Americas at BlackRock since 2014; Head of Regulatory Changes and Remediation for the Asset Wealth Management Division of Deutsche Bank from 2010 to 2014; Vice President of Goldman Sachs (Anti-Money Laundering/Suspicious Activities Group) from 2004 to 2010. |
Benjamin Archibald 1975 | | Secretary | | Since 2012 | | Managing Director of BlackRock since 2014; Director of BlackRock from 2010 to 2013; Secretary of the iShares exchange traded funds since 2015; Secretary of the BlackRock-advised mutual funds since 2012. |
| | 1 The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. |
| | 2 Officers of the Fund serve at the pleasure of the Board. |
| | Further information about the Fund’s Officers and Trustees is available in the Fund’s Statement of Additional Information, which can be obtained without charge by calling (800) 441-7762. |
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Investment Advisor BlackRock Advisors, LLC Wilmington, DE 19809 | | Custodian Brown Brothers Harriman & Co. Boston, MA 02109 | | Accounting Agent State Street Bank and Trust Company Boston, MA 02110 | | Independent Registered Public Accounting Firm Deloitte & Touche LLP Boston, MA 02116 | | Address of the Fund 100 Bellevue Parkway Wilmington, DE 19809 |
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Sub-Advisor BlackRock International Limited Edinburgh, EH3 8BL United Kingdom | | Transfer Agent BNY Mellon Investment Servicing (US) Inc. Wilmington, DE 19809 | | Distributor BlackRock Investments, LLC New York, NY 10022 | | Legal Counsel Willkie Farr & Gallagher LLP New York, NY 10019 | | |
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| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 35 |
Householding
The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Fund at (800) 441-7762.
Availability of Quarterly Schedule of Investments
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on how to access documents on the SEC’s website without charge may be obtained by calling (800) SEC-0330. The Fund’s Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.
Availability of Proxy Voting Policies and Procedures
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 441-7762; (2) at http://www.blackrock.com; and (3) on the SEC’s website at http://www.sec.gov.
Availability of Proxy Voting Record
Information about how the Fund voted proxies relating to securities held in the Fund’s portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at http://www.blackrock.com; or by calling (800) 441-7762; and (2) on the SEC’s website at http://www.sec.gov.
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 online at http://www.blackrock.com for more information.
Account Information
Call us at (800) 441-7762 from 8:00 AM to 6:00 PM EST on any business day to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at http://www.blackrock.com/funds.
Automatic Investment Plans
Investor Class shareholders who want to invest regularly can arrange to have $50 or more automatically deducted from their checking or savings account and invested in any of the BlackRock funds.
Systematic Withdrawal Plans
Investor Class shareholders can establish a systematic withdrawal plan and receive periodic payments of $50 or more from their BlackRock funds, as long as their account balance is at least $10,000.
Retirement Plans
Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.
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36 | | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | |
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Additional Information (concluded) | | |
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BlackRock Privacy Principles | | |
BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.
If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.
BlackRock obtains or verifies personal non-public information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your financial intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our websites.
BlackRock does not sell or disclose to non-affiliated third parties any non-public personal information about its Clients, except as permitted by law or as is necessary to respond to regulatory requests or to service Client accounts. These non-affiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.
We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to non-public personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.
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| | BLACKROCK LONG-HORIZON EQUITY FUND | | OCTOBER 31, 2015 | | 37 |
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 Fund unless preceded or accompanied by the Fund’s 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.
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-16-419308/g72618leaf.jpg)
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LHE-10/15-AR | | |
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| | ![LOGO](https://capedge.com/proxy/N-CSR/0001193125-16-419308/g72618g98u13.jpg) |
Item 2 – | Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the end of the period covered by this report, applicable to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. During the period covered by this report, the code of ethics was amended to update certain information and to make other non-material changes. During the period covered by this report, there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to any person upon request, without charge, by calling 1-800-441-7762. |
Item 3 – | Audit Committee Financial Expert – The registrant’s board of trustees (the “board of trustees”), has determined that (i) the registrant has the following audit committee financial experts serving on its audit committee and (ii) each audit committee financial expert is independent: |
Robert M. Hernandez
Fred G. Weiss
Stuart E. Eizenstat
Bruce R. Bond
Under applicable securities laws, a person determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and board of trustees in the absence of such designation or identification.
Item 4 – | Principal Accountant Fees and Services |
The following table presents fees billed by Deloitte & Touche LLP (“D&T”) in each of the last two fiscal years for the services rendered to the Fund:
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| | (a) Audit Fees | | (b) Audit-Related Fees1 | | (c) Tax Fees2 | | (d) All Other Fees3 |
Entity Name | | Current Fiscal Year End | | Previous Fiscal Year End | | Current Fiscal Year End | | Previous Fiscal Year End | | Current Fiscal Year End | | Previous Fiscal Year End | | Current Fiscal Year End | | Previous Fiscal Year End |
BlackRock Long-Horizon Equity Fund | | $34,463 | | $32,713 | | $0 | | $0 | | $14,127 | | $13,850 | | $0 | | $0 |
2
The following table presents fees billed by D&T that were required to be approved by the registrant’s audit committee (the “Committee”) for services that relate directly to the operations or financial reporting of the Fund and that are rendered on behalf of BlackRock Advisors, LLC (“Investment Adviser” or “BlackRock”) and entities controlling, controlled by, or under common control with BlackRock (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the Fund (“Fund Service Providers”):
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| | Current Fiscal Year End | | Previous Fiscal Year End |
(b) Audit-Related Fees1 | | $0 | | $0 |
(c) Tax Fees2 | | $0 | | $0 |
(d) All Other Fees3 | | $2,391,000 | | $2,555,000 |
1 The nature of the services includes assurance and related services reasonably related to the performance of the audit of financial statements not included in Audit Fees.
2 The nature of the services includes tax compliance, tax advice and tax planning.
3 Aggregate fees borne by BlackRock in connection with the review of compliance procedures and attestation thereto performed by D&T with respect to all of the registered closed-end funds and some of the registered open-end funds advised by BlackRock.
(e)(1) Audit Committee Pre-Approval Policies and Procedures:
The Committee has adopted policies and procedures with regard to the pre-approval of services. Audit, audit-related and tax compliance services provided to the registrant on an annual basis require specific pre-approval by the Committee. The Committee also must approve other non-audit services provided to the registrant and those non-audit services provided to the Investment Adviser and Fund Service Providers that relate directly to the operations and the financial reporting of the registrant. Certain of these non-audit services that the Committee believes are (a) consistent with the SEC’s auditor independence rules and (b) routine and recurring services that will not impair the independence of the independent accountants may be approved by the Committee without consideration on a specific case-by-case basis (“general pre-approval”). The term of any general pre-approval is 12 months from the date of the pre-approval, unless the Committee provides for a different period. Tax or other non-audit services provided to the registrant which have a direct impact on the operations or financial reporting of the registrant will only be deemed pre-approved provided that any individual project does not exceed $10,000 attributable to the registrant or $50,000 per project. For this purpose, multiple projects will be aggregated to determine if they exceed the previously mentioned cost levels.
Any proposed services exceeding the pre-approved cost levels will require specific pre-approval by the Committee, as will any other services not subject to general pre-approval (e.g., unanticipated but permissible services). The Committee is informed of each service approved subject to general pre-approval at the next regularly scheduled in-person board meeting. At this meeting, an analysis of such services is presented to the Committee for ratification. The Committee may delegate to the Committee Chairman the authority to approve the provision of and fees for any specific engagement of permitted non-audit services, including services exceeding pre-approved cost levels.
(e)(2) None of the services described in each of Items 4(b) through (d) were approved by the Committee pursuant to the de minimis exception in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not Applicable
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(g) The aggregate non-audit fees paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Fund Service Providers were:
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Entity Name | | Current Fiscal Year End | | Previous Fiscal Year End |
BlackRock Long-Horizon Equity Fund | | $14,127 | | $13,850 |
Additionally, SSAE 16 Review (Formerly, SAS No. 70) fees for the current and previous fiscal years of $2,391,000 and $2,555,000, respectively, were billed by D&T to the Investment Adviser.
(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser and the Fund Service Providers that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Item 5 – | Audit Committee of Listed Registrants – Not Applicable |
(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 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 – | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not Applicable |
Item 8 – | Portfolio Managers of Closed-End Management Investment Companies – Not Applicable |
Item 9 – | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not Applicable |
Item 10 – | Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures. |
Item 11 – | 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 of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rule 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 second fiscal quarter of 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.
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Item 12 – | Exhibits attached hereto |
| (a)(1) – Code of Ethics – See Item 2 |
| (a)(2) – Certifications – Attached hereto |
| (b) – Certifications – Attached hereto |
5
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.
BlackRock Long-Horizon Equity Fund
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By: | | /s/ John M. Perlowski |
| | John M. Perlowski |
| | Chief Executive Officer (principal executive officer) of |
| | BlackRock Long-Horizon Equity Fund |
Date: January 4, 2016
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.
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By: | | /s/ John M. Perlowski |
| | John M. Perlowski |
| | Chief Executive Officer (principal executive officer) of |
| | BlackRock Long-Horizon Equity Fund |
Date: January 4, 2016
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By: | | /s/ Neal J. Andrews |
| | Neal J. Andrews |
| | Chief Financial Officer (principal financial officer) of |
| | BlackRock Long-Horizon Equity Fund |
Date: January 4, 2016
6