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: 811-23584
Name of Fund: | BlackRock Private Investments Fund |
Fund Address: | 100 Bellevue Parkway, Wilmington, DE 19809 |
Name and address of agent for service: John M. Perlowski, Chief Executive Officer, BlackRock Private Investments Fund, 50 Hudson Yards, New York, NY 10001
Registrant’s telephone number, including area code: (800) 882-0052, Option 4
Date of fiscal year end: 3/31/2024
Date of reporting period: 3/31/2024
Item 1 – Report to Stockholders
(a) The Report to Shareholders is attached herewith.
2024 Annual Report |
BlackRock Private Investments Fund |
Not FDIC Insured • May Lose Value • No Bank Guarantee |
President, BlackRock Advisors, LLC
Total Returns as of March 31, 2024 | ||
6-Month | 12-Month | |
U.S. large cap equities (S&P 500® Index) | 23.48% | 29.88% |
U.S. small cap equities (Russell 2000® Index) | 19.94 | 19.71 |
International equities (MSCI Europe, Australasia, Far East Index) | 16.81 | 15.32 |
Emerging market equities (MSCI Emerging Markets Index) | 10.42 | 8.15 |
3-month Treasury bills (ICE BofA 3-Month U.S. Treasury Bill Index) | 2.68 | 5.24 |
U.S. Treasury securities (ICE BofA 10-Year U.S. Treasury Index) | 4.88 | (2.44) |
U.S. investment grade bonds (Bloomberg U.S. Aggregate Bond Index) | 5.99 | 1.70 |
Tax-exempt municipal bonds (Bloomberg Municipal Bond Index) | 7.48 | 3.13 |
U.S. high yield bonds (Bloomberg U.S. Corporate High Yield 2% Issuer Capped Index) | 8.73 | 11.15 |
Past performance is not an indication of future results. Index performance is shown for illustrative purposes only. You cannot invest directly in an index. |
03/31/24 | 03/31/23 | Change | High | Low | |
Net Asset Value — Institutional | $ 11.54 | $ 10.32 | 11.82 % | $ 11.54 | $ 10.32 |
Net Asset Value — Class D | 11.45 | 10.30 | 11.17 | 11.45 | 10.30 |
Average Annual Total Returns(a) | ||
1 Year | Since Inception(b) | |
Institutional | 12.85 % | 5.07 % |
Class D | 12.19 | 4.80 |
MSCI World Index | 25.11 | 8.79 |
(a) | Average annual total returns reflect reductions for distribution and service fees, if any. See “About Fund Performance” for a detailed description of share classes, including any related fees. |
(b) | The Fund commenced operations on March 1, 2021. |
Past performance is not an indication of future results.
These views are not intended to be a forecast of future events and are no guarantee of future results.
PORTFOLIO COMPOSITION | |
Asset Type(a) | Percent of Total Investments |
Private Equity Investments | 79.6 % |
Corporate Bonds | 9.3 |
Asset-Backed Securities | 6.0 |
Floating Rate Loan Interests | 5.1 |
INDUSTRY ALLOCATION | |
Industry(a)(b) | Percent of Total Investments |
Diversified | 17.5 % |
Health Care Providers & Services | 14.1 |
Software | 14.1 |
Food Products | 6.0 |
Asset-Backed Securities | 6.0 |
Banks | 5.7 |
Entertainment | 4.4 |
Aerospace & Defense | 4.4 |
Chemicals | 3.0 |
Commercial Services & Supplies | 2.8 |
Diversified Consumer Services | 2.1 |
Electronic Equipment, Instruments & Components | 2.1 |
Trading Companies & Distributors | 2.0 |
Broadline Retail | 1.8 |
Biotechnology | 1.6 |
Consumer Finance | 1.6 |
IT Services | 1.4 |
Health Care Technology | 1.2 |
Health Care Equipment & Supplies | 1.1 |
Household Durables | 1.0 |
Other* | 6.1 |
(a) | Excludes short-term securities. |
(b) | For Fund compliance purposes, the Fund’s industry classifications refer to one or more of the industry sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such industry sub-classifications for reporting ease. |
* | Includes one or more investment categories that individually represents less than 1.0% of the Fund’s total investments. Please refer to the Consolidated Schedule of Investments for details. |
Actual | Hypothetical 5% Return | ||||||
Beginning Account Value (10/01/23) | Ending Account Value (03/31/24) | Expenses Paid During the Period(a) | Beginning Account Value (10/01/23) | Ending Account Value (03/31/24) | Expenses Paid During the Period(a) | Annualized Expense Ratio | |
Institutional | $ 1,000.00 | $ 1,058.70 | $ 8.41 | $ 1,000.00 | $ 1,016.83 | $ 8.23 | 1.63 % |
Class D | 1,000.00 | 1,055.30 | 8.69 | 1,000.00 | 1,016.54 | 8.53 | 1.69 |
(a) | For each class of the Fund, expenses are equal to the annualized expense ratio for the class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period shown). |
Security | Shares/ Par (000) | Value | |
Private Equity Investments | |||
Direct Investments — 47.0%(a)(b)(c) | |||
Aerospace & Defense — 4.1% | |||
Sierra Space Corp. | |||
Series A Preferred Shares (Acquired 12/01/21, Cost: $1,581,754) | 157,964 | $ 1,717,260 | |
Series B Preferred Shares (Acquired 09/22/23, Cost: $64,445) | 5,768 | 62,705 | |
Yellowstone Ultimate Holdings LP (Acquired 11/08/22, Cost: $5,095,482) | — (d) | 6,926,773 | |
8,706,738 | |||
Biotechnology — 1.6% | |||
Lotus Co-Invest LP (Acquired 10/31/22, Cost: $2,659,796) | — (d) | 3,264,402 | |
Broadline Retail — 1.7% | |||
Attentive Mobile, Inc. | |||
Common Shares (Acquired 04/16/21, Cost: $2,181,218) | 74,536 | 2,914,358 | |
Series A1 Preferred Shares (Acquired 04/16/21, Cost: $595,026) | 13,033 | 509,590 | |
Series B Preferred Shares (Acquired 04/16/21, Cost: $94,643) | 2,073 | 81,054 | |
3,505,002 | |||
Chemicals — 2.7% | |||
PSP AGFS Co-Investment Fund III, L.P. (Acquired 11/22/23, Cost: $5,658,841) | — (d) | 5,563,098 | |
Commercial Services & Supplies — 1.7% | |||
Horizon Co-Investment, LP (Acquired 06/10/22, Cost: $1,786,032)(e) | — (d) | 1,824,884 | |
NP Salon Co-Investment LP I (Acquired 04/08/21, Cost: $2,000,000) | — (d) | 1,824,782 | |
3,649,666 | |||
Consumer Finance — 1.2% | |||
Campus Co-investment, L.P. (Acquired 03/12/24, Cost: $2,605,632) | — (d) | 2,605,632 | |
Diversified Consumer Services — 2.0% | |||
TPG Eternal Co-Invest II, L.P. (Acquired 11/14/23, Cost: $4,057,864)(e) | — (d) | 4,121,727 | |
Entertainment — 4.0% | |||
Aleph Infinity Investors 2 LP (Acquired 04/28/22, Cost: $4,792,321) | — (d) | 4,022,492 | |
RB Rouge Co-Invest B LP (Acquired 03/30/21, Cost: $2,995,956) | — (d) | 4,463,333 | |
8,485,825 | |||
Food Products — 1.6% | |||
IK IX Luxco 15 Sàrl | |||
Interest Free Shareholder Loan (Acquired 10/20/23, Cost: $15,716) | EUR | 15 | 16,082 |
Preference Shares (Acquired 10/20/23, Cost: $2,753,351) | 261,065 | 3,366,071 | |
3,382,153 |
Security | Shares/ Par (000) | Value | |
Health Care Equipment & Supplies — 0.3% | |||
Chiaro Technology Ltd. | |||
Class C Ordinary Shares (Acquired 07/28/21, Cost: $2,033,806) | 295,449 | $ 591,286 | |
Class CC Ordinary Shares (Acquired 10/25/22, Cost: $221,729) | 39,792 | 80,871 | |
672,157 | |||
Health Care Providers & Services — 9.6% | |||
Atlas Co-Investment Fund 2 LP (Acquired 06/30/21, Cost: $946,674) | — (d) | 1,187,585 | |
C-Bridge Investment Yaneng Ltd. (Acquired 12/16/21, Cost: $3,183,687) | — (d) | 3,151,574 | |
Pacific Avenue Emerald Continuation Fund (A) LP (Acquired 07/30/21, Cost: $2,035,590) | — (d) | 3,284,586 | |
Romulus Intermediate Holdings 1, Inc., Series A Preferred Shares (Acquired 11/15/23, Cost: $11,760,000) | 12,000 | 12,586,448 | |
20,210,193 | |||
Health Care Technology — 1.2% | |||
Thirty Madison, Inc. | |||
Promissory Note, 2.37%, 07/15/24 (Acquired 08/12/22, Cost: $1,429,158)(f) | USD | 2,038 | 1,422,335 |
Warrant, expires 07/15/24, Strike Price USD 0.01 (Acquired 08/12/22, Cost: $608,808) | 1 | 1,027,805 | |
2,450,140 | |||
Household Durables — 1.0% | |||
SL Riviera Investors 2021 LP (Acquired 04/14/21, Cost: $2,078,007) | — (d) | 1,994,733 | |
IT Services — 1.1% | |||
OwnBackup Ltd. | |||
Ordinary Shares (Acquired 07/23/21, Cost: $1,022,514) | 91,427 | 1,217,227 | |
Series A Preferred Shares (Acquired 07/23/21, Cost: $816,170) | 72,977 | 971,591 | |
Series A1 Preferred Shares (Acquired 07/23/21, Cost: $19,896) | 1,779 | 23,685 | |
Series B1 Preferred Shares (Acquired 07/23/21, Cost: $75,424) | 6,744 | 89,787 | |
Series C Preferred Shares (Acquired 07/23/21, Cost: $48,192) | 4,309 | 57,369 | |
Series C1 Preferred Shares (Acquired 07/23/21, Cost: $17,805) | 1,592 | 21,195 | |
2,380,854 | |||
Software — 13.2% | |||
Acronis AG, Series E Preferred Shares (Acquired 04/06/22, Cost: $1,687,277) | 20,378 | 1,933,714 | |
BCP VI Central Co-Invest L.P. (Acquired 07/05/23, Cost: $7,874,181) | — (d) | 15,363,630 | |
Ecovadis S.A.S. | |||
Ordinary Shares (Acquired 10/04/22, Cost: $1,517,650) | 6,350 | 2,243,678 | |
Series A Preferred Shares (Acquired 10/04/22, Cost: $568,820) | 2,380 | 840,937 | |
Series B Preferred Shares (Acquired 10/04/22, Cost: $186,420) | 780 | 275,603 | |
Flexe, Inc., Series D Preferred Shares (Acquired 06/14/22, Cost: $1,714,289) | 84,056 | 1,582,423 |
Security | Shares/ Par (000) | Value | |
Software (continued) | |||
Project CS Co-Invest Fund, L.P. (Acquired 02/24/23, Cost: $2,825,429) | — (d) | $ 2,881,938 | |
Stripe, Inc., Series I Preferred Shares (Acquired 03/20/23, Cost: $1,962,273) | 97,460 | 2,531,036 | |
27,652,959 | |||
Total Direct Investments — 47.0% | 98,645,279 |
Shares | |||
Primary Investments — 0.4%(a)(b)(c) | |||
Diversified — 0.4% | |||
Grotech Ventures IV, LP (Acquired 10/11/22, Cost: $149,778)(g) | — (d) | 140,314 | |
Providence Equity Partners IX-A S.C.Sp. (Acquired 01/26/24, Cost: $758,761) | — (d) | 600,549 | |
Total Primary Investments — 0.4% | 740,863 | ||
Secondary Investments — 28.6%(a)(c) | |||
Commercial Services & Supplies(b) — 0.6% | |||
Amberjack Capital Feeder Fund B LP (Acquired 12/01/21, Cost: $306,852) | — (d) | 424,732 | |
Platinum Equity Continuation Fund LP (Acquired 12/16/21, Cost: $1,717,529) | — (d) | 849,941 | |
1,274,673 | |||
Diversified — 16.3% | |||
GA Atlas, LP (Acquired 03/22/22, Cost: $2,953,132)(b) | — (d) | 2,593,479 | |
Grotech Ventures III, LP (Acquired 09/30/22, Cost: $1,503,102)(b)(g) | — (d) | 1,537,475 | |
Inovia Continuity Fund I, LP (Acquired 09/17/21, Cost: $2,016,077)(b) | — (d) | 2,011,962 | |
Palladium Equity Partners IV CF L.P. (Acquired 12/12/23, Cost: $5,235,227)(b) | — (d) | 5,116,942 | |
Pamlico Capital III Continuation Fund, L.P. (Acquired 01/27/23, Cost: $2,905,832)(b) | — (d) | 4,097,203 | |
Providence Equity Partners VII L.P. (Acquired 09/28/23, Cost: $4,735,922) | — (d) | 4,989,262 | |
Providence Equity Partners VII-A L.P. (Acquired 09/28/23, Cost: $4,926,442) | — (d) | 5,190,304 | |
Roark Capital Partners CF LP (Acquired 08/26/22, Cost: $2,772,254) | — (d) | 4,156,832 | |
STG Alternative Investments SCA SICAV RAIF Sub Fund E (Acquired 10/01/21, Cost: $2,310,330)(b) | — (d) | 4,614,611 | |
34,308,070 | |||
Electronic Equipment, Instruments & Components — 1.9% | |||
Behrman Capital Micross CF LP (Acquired 02/24/22, Cost: $2,704,272)(b) | — (d) | 3,895,501 | |
Energy Equipment & Services — 0.3% | |||
Amberjack Capital Feeder Fund Cayman LP (Acquired 12/01/21, Cost: $72,623) | — (d) | 615,705 |
Security | Shares | Value | |
Food Products — 4.0% | |||
CREO Capital Partners V-A LP (Acquired 09/20/21, Cost: $3,038,498)(b) | — (d) | $ 4,412,875 | |
Kohlberg TE Investors VII CV LP (Acquired 07/13/21, Cost: $3,136,994) | — (d) | 4,062,143 | |
8,475,018 | |||
Health Care Providers & Services — 3.6% | |||
Zenyth Partners Continuation Fund, LP (Acquired 09/29/22, Cost: $4,998,763)(b) | — (d) | 7,591,896 | |
Trading Companies & Distributors — 1.9% | |||
Bain Capital Empire Holdings, LP (Acquired 10/27/22, Cost: $3,413,347)(b) | — (d) | 3,889,836 | |
Total Secondary Investments — 28.6% | 60,050,699 | ||
Total Private Equity Investments — 76.0% (Cost: $133,227,611) | 159,436,841 |
Par (000) | |||
Asset-Backed Securities | |||
Apidos CLO XXXVII, Series 2021-37A, Class A, (3-mo. CME Term SOFR + 1.39%), 6.71%, 10/22/34(h)(i) | $ | 1,000 | 1,000,553 |
CIFC Funding Ltd., Series 2021-6A, Class A, (3-mo. CME Term SOFR + 1.40%), 6.72%, 10/15/34(h)(i) | 1,000 | 999,875 | |
Elmwood CLO IX Ltd., Series 2021-2A, Class A, (3-mo. CME Term SOFR + 1.39%), 6.71%, 07/20/34(h)(i) | 1,000 | 1,000,641 | |
Elmwood CLO X Ltd., Series 2021-3A, Class A, (3-mo. CME Term SOFR + 1.30%), 6.62%, 10/20/34(h)(i) | 1,000 | 1,000,800 | |
Flatiron CLO Ltd., Series 2020-1A, Class BR, (3-mo. CME Term SOFR + 1.92%), 05/20/36(h)(i)(j) | 1,000 | 1,000,000 | |
Generate CLO Ltd., Series 7A, Class A1R, (3-mo. CME Term SOFR + 1.62%), 6.92%, 04/22/37(h)(i) | 1,000 | 1,000,549 | |
Madison Park Funding XLV Ltd., Series 2020-45A, Class BR, (3-mo. CME Term SOFR + 1.96%), 7.28%, 07/15/34(h)(i) | 1,000 | 1,001,052 | |
Madison Park Funding XXXII Ltd., Series 2018-32A, Class A1R, (3-mo. CME Term SOFR + 1.26%), 6.58%, 01/22/31(h)(i) | 1,000 | 999,999 | |
Neuberger Berman Loan Advisers CLO Ltd., Series 2021-43A, Class A, (3-mo. CME Term SOFR + 1.39%), 6.71%, 07/17/35(h)(i) | 1,000 | 1,000,812 | |
Palmer Square CLO Ltd., Series 2020-3ARR, Class A1R2, (3-mo. CME Term SOFR + 1.65%), 6.96%, 11/15/36(h)(i) | 1,000 | 1,003,521 | |
Sycamore Tree CLO Ltd.(h)(i)(j) | |||
Series 2024-5A, Class A1, (3-mo. CME Term SOFR + 1.42%), 04/20/36 | 1,000 | 1,000,000 | |
Series 2024-5A, Class B, (3-mo. CME Term SOFR + 2.25%), 04/20/36 | 1,000 | 1,000,000 | |
Total Asset-Backed Securities — 5.7% (Cost: $11,886,160) | 12,007,802 | ||
Corporate Bonds | |||
Automobiles — 0.4% | |||
General Motors Financial Co., Inc., 5.40%, 05/08/27 | 950 | 952,485 |
Security | Par (000) | Value | |
Banks(h) — 5.4% | |||
Bank of America Corp., (1-day SOFR + 1.34%), 5.93%, 09/15/27 | $ | 3,000 | $ 3,040,215 |
Danske Bank A/S, (1-year CMT + 2.10%), 6.47%, 01/09/26(i) | 2,000 | 2,007,262 | |
Goldman Sachs Group, Inc., (1-day SOFR + 1.08%), 5.80%, 08/10/26 | 2,500 | 2,508,103 | |
HSBC Holdings PLC, (1-day SOFR + 1.57%), 5.89%, 08/14/27 | 2,500 | 2,521,869 | |
UBS Group AG, (1-year CMT + 1.60%), 6.33%, 12/22/27(i) | 1,250 | 1,276,938 | |
11,354,387 | |||
Building Products — 0.1% | |||
Advanced Drainage Systems, Inc., 5.00%, 09/30/27(i) | 215 | 208,572 | |
Commercial Services & Supplies(i) — 0.1% | |||
Prime Security Services Borrower LLC/Prime Finance, Inc., 5.75%, 04/15/26 | 191 | 190,443 | |
United Rentals North America, Inc., 6.00%, 12/15/29 | 132 | 132,874 | |
323,317 | |||
Construction Materials — 0.1% | |||
Standard Industries, Inc., 4.75%, 01/15/28(i) | 324 | 309,220 | |
Consumer Finance — 0.1% | |||
Block, Inc., 2.75%, 06/01/26 | 210 | 197,502 | |
Consumer Staples Distribution & Retail(i) — 0.1% | |||
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC, 5.88%, 02/15/28 | 137 | 135,635 | |
Lamb Weston Holdings, Inc., 4.13%, 01/31/30 | 133 | 121,270 | |
256,905 | |||
Diversified REITs — 0.1% | |||
SBA Communications Corp., 3.13%, 02/01/29 | 225 | 198,564 | |
Diversified Telecommunication Services — 0.0% | |||
Level 3 Financing, Inc., 11.00%, 11/15/29(i) | 8 | 7,961 | |
Electric Utilities — 0.1% | |||
Pattern Energy Operations LP/Pattern Energy Operations, Inc., 4.50%, 08/15/28(i) | 163 | 151,940 | |
Electrical Equipment — 0.1% | |||
Regal Rexnord Corp., 6.05%, 04/15/28(i) | 135 | 136,858 | |
Electronic Equipment, Instruments & Components — 0.1% | |||
Sensata Technologies BV, 5.00%, 10/01/25(i) | 277 | 273,604 | |
Financial Services — 0.1% | |||
Rocket Mortgage LLC/Rocket Mortgage Co-Issuer, Inc., 2.88%, 10/15/26(i) | 154 | 142,284 | |
Health Care Equipment & Supplies — 0.7% | |||
Avantor Funding, Inc., 4.63%, 07/15/28(i) | 163 | 154,461 | |
GE HealthCare Technologies, Inc., 5.55%, 11/15/24 | 1,265 | 1,263,347 | |
1,417,808 | |||
Health Care Providers & Services — 0.1% | |||
IQVIA, Inc., 5.00%, 10/15/26(i) | 208 | 203,525 |
Security | Par (000) | Value | |
Hotel & Resort REITs — 0.0% | |||
RHP Hotel Properties LP/RHP Finance Corp., 4.50%, 02/15/29(i) | $ | 81 | $ 75,634 |
Independent Power and Renewable Electricity Producers — 0.2% | |||
Clearway Energy Operating LLC, 4.75%, 03/15/28(i) | 347 | 329,838 | |
Internet Software & Services(i) — 0.2% | |||
Go Daddy Operating Co. LLC/GD Finance Co., Inc., 5.25%, 12/01/27 | 118 | 115,401 | |
Match Group Holdings II LLC, 4.63%, 06/01/28 | 333 | 314,256 | |
429,657 | |||
Media(i) — 0.2% | |||
CCO Holdings LLC/CCO Holdings Capital Corp., 5.00%, 02/01/28 | 291 | 270,894 | |
Sirius XM Radio, Inc., 5.00%, 08/01/27 | 148 | 142,388 | |
413,282 | |||
Metals & Mining(i) — 0.2% | |||
Big River Steel LLC/BRS Finance Corp., 6.63%, 01/31/29 | 165 | 165,928 | |
Novelis Corp., 3.25%, 11/15/26 | 209 | 194,742 | |
360,670 | |||
Oil, Gas & Consumable Fuels — 0.0% | |||
Antero Midstream Partners LP/Antero Midstream Finance Corp., 5.75%, 03/01/27(i) | 25 | 24,687 | |
Passenger Airlines — 0.0% | |||
American Airlines, Inc./AAdvantage Loyalty IP Ltd., 5.50%, 04/20/26(i) | 50 | 49,968 | |
Semiconductors & Semiconductor Equipment — 0.1% | |||
Entegris, Inc., 4.75%, 04/15/29(i) | 218 | 208,922 | |
Software — 0.0% | |||
Clarivate Science Holdings Corp., 3.88%, 07/01/28(i) | 82 | 75,866 | |
Specialized REITs — 0.1% | |||
Iron Mountain, Inc., 7.00%, 02/15/29(i) | 162 | 165,087 | |
Technology Hardware, Storage & Peripherals — 0.1% | |||
Seagate HDD Cayman, 8.25%, 12/15/29(i) | 150 | 161,170 | |
Textiles, Apparel & Luxury Goods — 0.1% | |||
Hanesbrands, Inc., 4.88%, 05/15/26(i) | 119 | 115,861 | |
Total Corporate Bonds — 8.8% (Cost: $18,558,652) | 18,545,574 | ||
Floating Rate Loan Interests(h) | |||
Aerospace & Defense — 0.1% | |||
Setanta Aircraft Leasing DAC, Term Loan B, (3-mo. CME Term SOFR + 2.26%), 7.56%, 11/05/28 | 139 | 139,203 | |
Automobile Components — 0.0% | |||
Allison Transmission, Inc., 2019 Term Loan B, (1-mo. CME Term SOFR + 1.75%), 7.17%, 03/29/26 | 48 | 48,379 | |
Broadline Retail — 0.0% | |||
Sally Holdings LLC, 2023 CovLite Term Loan B, (1-mo. CME Term SOFR + 2.25%), 7.58%, 02/28/30 | 39 | 38,562 |
Security | Par (000) | Value | |
Building Products — 0.1% | |||
Advanced Drainage Systems, Inc., Term Loan B, (1-mo. CME Term SOFR + 2.25%), 7.68%, 07/31/26 | $ | 53 | $ 53,098 |
Beacon Roofing Supply, Inc., 2024 Term Loan B, (1-mo. CME Term SOFR + 2.25%), 7.58%, 05/19/28 | 154 | 153,983 | |
SiteOne Landscape Supply Holding LLC, 2021 Term Loan B, (1-mo. CME Term SOFR + 2.00%), 7.44%, 03/23/28(a) | 73 | 73,680 | |
280,761 | |||
Capital Markets — 0.1% | |||
Axalta Coating Systems U.S. Holdings, Inc., 2024 Term Loan B6, (3-mo. CME Term SOFR at 0.50% Floor + 2.00%), 7.33%, 12/20/29 | 79 | 79,578 | |
Castlelake Aviation One DAC | |||
2023 Incremental Term Loan B, (3-mo. CME Term SOFR + 2.75%), 8.08%, 10/22/27 | 19 | 18,770 | |
Term Loan B, (3-mo. CME Term SOFR + 2.50%), 7.83%, 10/22/26 | 74 | 73,800 | |
172,148 | |||
Chemicals — 0.2% | |||
Ecovyst Catalyst Technologies LLC, 2021 Term Loan B, (3-mo. CME Term SOFR at 0.50% Floor + 2.60%), 7.91%, 06/09/28 | 85 | 85,393 | |
Element Solutions, Inc., 2023 Term Loan B, (1-mo. CME Term SOFR + 2.00%), 7.33%, 12/18/30 | 68 | 67,666 | |
HB Fuller Co., 2024 Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 2.00%), 7.33%, 02/15/30 | 26 | 25,824 | |
INEOS Enterprises Holdings U.S. Finco LLC, 2023 USD 1st Lien Term Loan B, (3-mo. CME Term SOFR + 3.85%), 9.19%, 07/08/30 | 60 | 59,925 | |
INEOS U.S. Finance LLC | |||
2021 USD Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 2.50%), 7.93%, 11/08/28 | 98 | 97,142 | |
2023 USD Term Loan B, (1-mo. CME Term SOFR + 3.60%), 8.93%, 02/18/30 | 58 | 57,483 | |
393,433 | |||
Commercial Services & Supplies — 0.2% | |||
Aramark Services, Inc., 2024 Term Loan B8, (3-mo. CME Term SOFR + 2.00%), 7.33%, 06/22/30 | 160 | 159,732 | |
Prime Security Services Borrower LLC, 2023 Term Loan B, (3-mo. CME Term SOFR + 2.50%), 7.83%, 10/14/30 | 54 | 53,865 | |
Tempo Acquisition LLC, 2023 Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 2.75%), 8.08%, 08/31/28 | 170 | 170,521 | |
Vestis Corp., Term Loan, (3-mo. CME Term SOFR + 2.25%), 7.58%, 02/22/31(a) | 52 | 51,935 | |
436,053 | |||
Communications Equipment — 0.1% | |||
Ciena Corp., 2020 Term Loan B, (1-mo. CME Term SOFR + 2.00%), 7.33%, 10/24/30 | 92 | 91,742 | |
Viasat, Inc., 2023 Term Loan, (1-mo. CME Term SOFR + 4.61%), 9.93%, 05/30/30 | 10 | 9,631 | |
101,373 | |||
Construction Materials — 0.2% | |||
CPG International LLC, 2022 Term Loan B, (1-mo. CME Term SOFR + 2.60%), 7.93%, 04/28/29 | 45 | 45,353 | |
Emerald Debt Merger Sub LLC, Term Loan B, (3-mo. CME Term SOFR + 2.50%), 7.79%, 05/31/30 | 110 | 109,669 | |
JELD-WEN, Inc., 2024 Term Loan B, (1-mo. CME Term SOFR + 2.00%), 7.44%, 07/28/28 | 51 | 50,345 |
Security | Par (000) | Value | |
Construction Materials (continued) | |||
Quikrete Holdings, Inc., 2023 Term Loan B, 03/19/29(k) | $ | 84 | $ 84,000 |
Smyrna Ready Mix Concrete LLC, 2023 Term Loan, (1-mo. CME Term SOFR + 3.50%), 8.83%, 04/02/29(a) | 48 | 48,213 | |
Summit Materials LLC, 2023 Incremental Term Loan B, (3-mo. CME Term SOFR + 2.50%), 7.83%, 01/12/29 | 12 | 12,051 | |
Zurn LLC, 2021 Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 2.11%), 7.44%, 10/04/28 | 48 | 48,488 | |
398,119 | |||
Consumer Finance — 0.2% | |||
GTCR W Merger Sub LLC, USD Term Loan B, (1-mo. CME Term SOFR + 3.00%), 8.31%, 01/31/31 | 144 | 144,390 | |
Trans Union LLC, 2019 Term Loan B5, (1-mo. CME Term SOFR + 1.85%), 7.18%, 11/16/26 | 234 | 234,079 | |
378,469 | |||
Consumer Staples Distribution & Retail — 0.1% | |||
BJ’ s Wholesale Club, Inc., 2023 Term Loan B, (1-mo. CME Term SOFR + 2.00%), 7.33%, 02/03/29 | 87 | 87,005 | |
U.S. Foods, Inc., 2019 Term Loan B, (1-mo. CME Term SOFR + 2.11%), 7.44%, 09/13/26 | 141 | 141,282 | |
228,287 | |||
Diversified Consumer Services — 0.1% | |||
Bright Horizons Family Solutions LLC, 2021 Term Loan B, (1-mo. CME Term SOFR + 2.36%), 7.69%, 11/24/28 | 135 | 134,685 | |
Diversified Telecommunication Services(a) — 0.0% | |||
Level 3 Financing Inc. | |||
2024 Extended Term Loan B1, (1-week CME Term SOFR at 2.00% Floor + 6.56%), 11.81%, 04/15/29 | 14 | 14,015 | |
2024 Extended Term Loan B2, (1-week CME Term SOFR at 2.00% Floor + 6.56%), 11.81%, 04/15/30 | 14 | 14,117 | |
28,132 | |||
Electronic Equipment, Instruments & Components — 0.0% | |||
MX Holdings U.S., Inc., 2023 USD Term Loan B1D, (1-mo. CME Term SOFR at 0.75% Floor + 2.86%), 8.19%, 07/31/28 | 32 | 31,968 | |
Entertainment — 0.2% | |||
Aristocrat Technologies, Inc., 2022 Term Loan B, (3-mo. CME Term SOFR + 2.35%), 7.66%, 05/24/29 | 23 | 22,528 | |
Delta 2 Lux SARL, 2022 Term Loan B, (3-mo. CME Term SOFR at 0.50% Floor + 2.25%), 7.56%, 01/15/30 | 86 | 85,829 | |
Lions Gate Capital Holdings LLC, 2018 Term Loan B, (1-mo. CME Term SOFR + 2.35%), 7.68%, 03/24/25 | 184 | 183,990 | |
UFC Holdings LLC, 2021 Term Loan B, (3-mo. CME Term SOFR at 0.75% Floor + 3.01%), 8.34%, 04/29/26 | 97 | 97,567 | |
389,914 | |||
Environmental, Maintenance & Security Service — 0.1% | |||
Clean Harbors, Inc., 2023 Term Loan, (1-mo. CME Term SOFR + 1.86%), 7.19%, 10/08/28 | 95 | 94,912 | |
Covanta Holding Corp. | |||
2021 Term Loan C, (1-mo. CME Term SOFR at 0.50% Floor + 2.50%), 7.83%, 11/30/28 | 6 | 5,700 | |
2024 Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 2.75%), 8.07%, 11/30/28 | 51 | 51,287 |
Security | Par (000) | Value | |
Environmental, Maintenance & Security Service (continued) | |||
Covanta Holding Corp. (continued) | |||
2024 Term Loan C, (1-mo. CME Term SOFR at 0.50% Floor + 2.75%), 8.07%, 11/30/28 | $ | 3 | $ 2,803 |
2021 Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 2.50%), 7.83%, 11/30/28 | 75 | 74,578 | |
GFL Environmental, Inc., 2023 First Lien Term Loan, (3-mo. CME Term SOFR at 0.50% Floor + 2.50%), 7.82%, 05/31/27 | 36 | 36,599 | |
265,879 | |||
Financial Services — 0.1% | |||
Belron Finance U.S. LLC | |||
2019 USD Term Loan B3, (3-mo. CME Term SOFR + 2.51%), 7.83%, 10/30/26 | 63 | 63,075 | |
2023 USD Term Loan, (3-mo. CME Term SOFR + 2.26%), 7.58%, 04/13/28 | 101 | 100,880 | |
Cogeco Financing 2 LP, 2023 Term Loan B, (1-mo. CME Term SOFR + 2.61%), 7.94%, 09/29/28 | 118 | 114,497 | |
GIP Pilot Acquisition Partners LP, Term Loan, (3-mo. CME Term SOFR + 3.00%), 8.33%, 10/04/30 | 32 | 32,072 | |
310,524 | |||
Food Products — 0.1% | |||
B&G Foods, Inc., 2019 Term Loan B4, (1-mo. CME Term SOFR + 2.50%), 7.83%, 10/10/26 | 10 | 10,215 | |
Froneri U.S., Inc., 2020 USD Term Loan, (1-mo. CME Term SOFR + 2.35%), 7.68%, 01/29/27 | 139 | 138,946 | |
Nomad Foods U.S. LLC, Term Loan B4, (6-mo. CME Term SOFR at 0.50% Floor + 3.00%), 8.27%, 11/13/29 | 48 | 47,945 | |
197,106 | |||
Ground Transportation — 0.2% | |||
Avis Budget Car Rental LLC, 2020 Term Loan B, (1-mo. CME Term SOFR + 1.86%), 7.19%, 08/06/27 | 143 | 141,917 | |
Genesee & Wyoming, Inc., Term Loan, (3-mo. CME Term SOFR + 2.00%), 7.40%, 12/30/26 | 181 | 181,116 | |
Uber Technologies, Inc., 2023 Term Loan B, (3-mo. CME Term SOFR + 2.75%), 8.08%, 03/03/30 | 72 | 72,060 | |
395,093 | |||
Health Care Equipment & Supplies — 0.0% | |||
Avantor Funding, Inc., 2021 Term Loan B5, (1-mo. CME Term SOFR + 2.35%), 7.68%, 11/08/27 | 75 | 75,026 | |
Health Care Providers & Services — 0.1% | |||
Catalent Pharma Solutions, Inc., 2021 Term Loan B3, (1-mo. CME Term SOFR + 2.11%), 7.44%, 02/22/28 | 35 | 35,333 | |
ICON Luxembourg SARL | |||
2024 LUX Term Loan B, (3-mo. CME Term SOFR at 0.50% Floor + 2.00%), 7.30%, 07/03/28 | 114 | 114,439 | |
2024 US Term Loan B, (3-mo. CME Term SOFR at 0.50% Floor + 2.00%), 7.31%, 07/03/28 | 29 | 28,584 | |
178,356 | |||
Hotel & Resort REITs — 0.0% | |||
RHP Hotel Properties LP, 2023 Term Loan B, (1-mo. CME Term SOFR + 2.75%), 8.08%, 05/18/30 | 59 | 58,985 | |
Hotels, Restaurants & Leisure — 0.6% | |||
Burger King (Restaurant Brands International, Inc.)/New Red Finance, Inc., 2023 Term Loan B5, (1-mo. CME Term SOFR + 2.25%), 7.58%, 09/20/30 | 155 | 155,108 |
Security | Par (000) | Value | |
Hotels, Restaurants & Leisure (continued) | |||
Caesars Entertainment, Inc., 2024 Term Loan B1, (3- mo. CME Term SOFR at 0.50% Floor + 2.75%), 8.04%, 02/06/31 | $ | 68 | $ 68,000 |
Carnival Corp., 2023 Term Loan B, (1-mo. CME Term SOFR at 0.75% Floor + 3.00%), 8.32%, 08/08/27 | 29 | 28,801 | |
Churchill Downs, Inc., 2021 Incremental Term Loan B1, (1-mo. CME Term SOFR + 2.10%), 7.43%, 03/17/28 | 74 | 73,841 | |
Flutter Financing BV, Term Loan B, (3-mo. CME Term SOFR + 2.25%), 7.56%, 11/25/30 | 49 | 48,851 | |
Four Seasons Hotels Ltd., 2024 Term Loan B, (3-mo. CME Term SOFR + 2.10%), 7.43%, 11/30/29 | 79 | 79,293 | |
Hilton Domestic Operating Co., Inc., 2023 Term Loan B4, (1-mo. CME Term SOFR + 2.00%), 7.43%, 11/08/30 | 201 | 201,297 | |
Light & Wonder International, Inc., 2024 Term Loan, (1-mo. CME Term SOFR at 0.50% Floor + 2.75%), 8.08%, 04/14/29 | 105 | 105,357 | |
Penn Entertainment, Inc., 2022 Term Loan B, (1-mo. CME Term SOFR + 2.85%), 8.18%, 05/03/29 | 96 | 95,665 | |
SeaWorld Parks & Entertainment, Inc., 2024 Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 2.50%), 7.83%, 08/25/28 | 73 | 73,387 | |
Station Casinos LLC, 2024 Term Loan B, 03/14/31(k) | 114 | 113,780 | |
Wyndham Hotels & Resorts, Inc., 2023 Term Loan B, (1-mo. CME Term SOFR + 2.35%), 7.68%, 05/24/30 | 164 | 164,213 | |
1,207,593 | |||
Independent Power and Renewable Electricity Producers — 0.1% | |||
Calpine Construction Finance Co. LP, 2023 Refinancing Term Loan B, (1-mo. CME Term SOFR + 2.25%), 7.58%, 07/31/30 | 82 | 81,467 | |
NRG Energy, Inc., 2024 Term Loan, 03/27/31(k) | 46 | 45,885 | |
127,352 | |||
Interactive Media & Services — 0.0% | |||
Adevinta ASA, USD Term Loan B, (3-mo. CME Term SOFR + 2.75%), 8.33%, 06/26/28 | 30 | 29,926 | |
Internet Software & Services — 0.1% | |||
Gen Digital, Inc., 2022 Term Loan B, (1-mo. CME Term SOFR + 2.10%), 7.43%, 09/12/29 | 123 | 123,421 | |
IT Services — 0.2% | |||
Camelot U.S. Acquisition LLC, 2024 Term Loan B, (1- mo. CME Term SOFR at 0.75% Floor + 2.75%), 8.08%, 01/31/31 | 63 | 62,953 | |
Go Daddy Operating Co. LLC, 2024 Term Loan B6, (1-mo. CME Term SOFR + 2.00%), 7.33%, 11/09/29 | 168 | 167,862 | |
WEX, Inc., 2024 Term Loan B, (1-mo. CME Term SOFR + 2.00%), 7.33%, 03/31/28 | 117 | 117,252 | |
World Wide Technology Holding Co. LLC, Term Loan, (1-mo. CME Term SOFR + 2.85%), 8.18%, 03/01/30(a) | 36 | 35,923 | |
383,990 | |||
Machinery — 0.1% | |||
Barnes Group Inc, 2024 Term Loan, (1-mo. CME Term SOFR + 2.50%), 7.83%, 09/03/30 | 49 | 48,792 | |
Doosan Bobcat North America, Inc., 2022 Term Loan B, (3-mo. CME Term SOFR + 2.60%), 7.90%, 04/20/29 | 63 | 63,311 |
Security | Par (000) | Value | |
Machinery (continued) | |||
Gates Global LLC, 2022 Term Loan B4, 11/16/29(k) | $ | 74 | $ 74,178 |
Generac Power Systems, Inc., 2019 Term Loan B, (1- mo. CME Term SOFR + 1.85%), 7.18%, 12/13/26 | 33 | 33,179 | |
219,460 | |||
Media — 0.2% | |||
Charter Communications Operating, LLC, 2023 Term Loan B4, (3-mo. CME Term SOFR + 2.00%), 7.33%, 12/07/30 | 36 | 35,407 | |
Midcontinent Communications, 2019 Term Loan B, (1- mo. CME Term SOFR + 1.75%), 7.08%, 08/15/26(a) | 22 | 21,861 | |
Virgin Media Bristol LLC, 2020 USD Term Loan Q, (1- mo. CME Term SOFR + 3.25%), 8.69%, 01/31/29 | 162 | 160,236 | |
WMG Acquisition Corp., 2024 Term Loan I, (1-mo. CME Term SOFR + 2.00%), 7.33%, 01/24/31 | 191 | 190,522 | |
408,026 | |||
Oil, Gas & Consumable Fuels — 0.1% | |||
Murphy USA, Inc., Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 1.86%), 7.19%, 01/31/28 | 64 | 63,844 | |
Oryx Midstream Services Permian Basin LLC, 2024 Term Loan B, (1-mo. CME Term SOFR + 3.11%), 8.44%, 10/05/28 | 81 | 81,620 | |
WhiteWater DBR HoldCo LLC, Term Loan B, (3-mo. CME Term SOFR + 2.75%), 8.05%, 03/03/31 | 27 | 27,034 | |
Whitewater Whistler Holdings LLC, 2023 Term Loan B, (3-mo. CME Term SOFR + 2.75%), 8.06%, 02/15/30 | 76 | 76,380 | |
248,878 | |||
Paper & Forest Products — 0.0% | |||
Asplundh Tree Expert LLC, 2021 Term Loan B, (1-mo. CME Term SOFR + 1.85%), 7.18%, 09/07/27 | 94 | 94,201 | |
Passenger Airlines — 0.1% | |||
AAdvantage Loyalty IP Ltd., 2021 Term Loan, (3-mo. CME Term SOFR at 0.75% Floor + 5.01%), 10.33%, 04/20/28 | 37 | 37,916 | |
Air Canada, 2024 Term Loan B, (3-mo. CME Term SOFR + 2.50%), 7.83%, 03/14/31 | 82 | 82,052 | |
American Airlines, Inc., 2023 1st Lien Term Loan, (6- mo. CME Term SOFR + 3.50%), 8.77%, 06/04/29 | 41 | 41,102 | |
United Airlines, Inc., 2024 Term Loan B, (3-mo. CME Term SOFR + 2.75%), 8.08%, 02/15/31 | 98 | 97,984 | |
259,054 | |||
Pharmaceuticals — 0.3% | |||
Elanco Animal Health, Inc., Term Loan B, (1-mo. CME Term SOFR + 1.85%), 7.18%, 08/01/27 | 177 | 175,953 | |
Jazz Financing Lux SARL, 2024 Term Loan B, (1-mo. CME Term SOFR + 3.11%), 8.44%, 05/05/28 | 132 | 133,013 | |
Option Care Health, Inc., 2021 Term Loan B, (1-mo. CME Term SOFR + 2.86%), 8.19%, 10/27/28 | 53 | 53,359 | |
Organon & Co., USD Term Loan, (1-mo. CME Term SOFR + 3.11%), 8.43%, 06/02/28 | 115 | 115,336 | |
Perrigo Investments LLC, Term Loan B, (1-mo. CME Term SOFR + 2.35%), 7.68%, 04/20/29 | 75 | 74,536 | |
Prestige Brands, Inc., 2021 Term Loan B5, (1-mo. CME Term SOFR + 2.11%), 7.44%, 07/03/28 | 35 | 34,826 | |
587,023 |
Security | Par (000) | Value | |
Professional Services — 0.2% | |||
ASGN, Inc., 2024 Term Loan B, (1-mo. CME Term SOFR + 1.75%), 7.08%, 08/30/30 | $ | 12 | $ 11,943 |
Dayforce, Inc., Term Loan B, (1-mo. CME Term SOFR + 2.50%), 7.83%, 02/26/31 | 63 | 62,882 | |
Dun & Bradstreet Corp., 2024 Term Loan B, (1-mo. CME Term SOFR + 2.75%), 8.08%, 01/18/29 | 103 | 102,952 | |
Fleetcor Technologies Operating Co. LLC, 2021 Term Loan B4, (1-mo. CME Term SOFR + 1.85%), 7.18%, 04/28/28 | 183 | 182,855 | |
Maximus, Inc., Term Loan B, (1-mo. CME Term SOFR + 2.10%), 7.43%, 05/28/28 | 74 | 73,984 | |
434,616 | |||
Real Estate Management & Development — 0.0% | |||
Cushman & Wakefield U.S. Borrower LLC | |||
2020 Term Loan B, (1-mo. CME Term SOFR + 2.86%), 8.19%, 08/21/25 | 2 | 2,489 | |
2023 Term Loan, (1-mo. CME Term SOFR at 0.50% Floor + 3.35%), 8.68%, 01/31/30 | 72 | 71,398 | |
2023 Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 4.00%), 9.33%, 01/31/30(a) | 16 | 15,980 | |
89,867 | |||
Semiconductors & Semiconductor Equipment — 0.1% | |||
MKS Instruments, Inc., 2023 USD Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 2.50%), 7.82%, 08/17/29 | 148 | 147,938 | |
Synaptics, Inc., Term Loan B, (3-mo. CME Term SOFR at 0.50% Floor + 2.51%), 7.84%, 12/02/28 | 69 | 69,052 | |
216,990 | |||
Software — 0.2% | |||
Informatica LLC, 2021 USD Term Loan B, (1-mo. CME Term SOFR + 2.86%), 8.19%, 10/27/28 | 171 | 170,856 | |
Playtika Holding Corp., 2021 Term Loan, (1-mo. CME Term SOFR + 2.75%), 8.19%, 03/13/28 | 97 | 96,831 | |
SS&C Technologies, Inc., 2018 Term Loan B5, (1-mo. CME Term SOFR + 1.86%), 7.19%, 04/16/25 | 144 | 144,028 | |
411,715 | |||
Specialty Retail — 0.1% | |||
Leslie’ s Poolmart, Inc., 2021 Term Loan B, (1-mo. CME Term SOFR at 0.50% Floor + 2.75%), 8.19%, 03/09/28 | 92 | 92,104 | |
PetSmart LLC, 2021 Term Loan B, (1-mo. CME Term SOFR + 3.85%), 9.18%, 02/11/28 | 99 | 98,115 | |
190,219 | |||
Textiles, Apparel & Luxury Goods — 0.1% | |||
Crocs, Inc., 2024 Term Loan, (1-mo. CME Term SOFR at 0.50% Floor + 2.25%), 7.56%, 02/20/29 | 77 | 77,415 | |
Fanatics Commerce Intermediate Holdco LLC, Term Loan B, (1-mo. CME Term SOFR + 3.36%), 8.69%, 11/24/28 | 26 | 26,043 | |
103,458 |
Security | Par (000) | Value | |
Trading Companies & Distributors — 0.1% | |||
Core & Main LP, 2024 Incremental Term Loan B, (3-mo. CME Term SOFR + 2.25%), 7.56%, 02/09/31 | $ | 54 | $ 53,797 |
GYP Holdings III Corp., 2024 Term Loan, (1-mo. CME Term SOFR + 2.25%), 7.58%, 05/12/30 | 129 | 129,129 | |
182,926 | |||
Wireless Telecommunication Services — 0.1% | |||
Iridium Satellite LLC, 2023 Term Loan B, (1-mo. CME Term SOFR at 0.75% Floor + 2.50%), 7.83%, 09/20/30 | 69 | 68,586 | |
SBA Senior Finance II LLC, 2024 Term Loan B, (1-mo. CME Term SOFR + 2.01%), 7.34%, 01/25/31 | 120 | 120,656 | |
189,242 | |||
Total Floating Rate Loan Interests — 4.9% (Cost: $10,167,841) | 10,188,412 | ||
Total Long-Term Investments — 95.4% (Cost: $173,840,264) | 200,178,629 |
Shares | |||
Short-Term Securities | |||
Money Market Funds — 0.6% | |||
BlackRock Liquidity Funds, T-Fund, Institutional Class, 5.19%(l)(m) | 1,225,782 | 1,225,782 |
Par (000) | |||
U.S. Treasury Obligations — 6.1% | |||
U.S. Treasury Bills, 5.35%, 05/02/24(n) | $ | 13,000 | 12,940,899 |
Total Short-Term Securities — 6.7% (Cost: $14,167,487) | 14,166,681 | ||
Total Investments — 102.1% (Cost: $188,007,751) | 214,345,310 | ||
Liabilities in Excess of Other Assets — (2.1)% | (4,429,098 ) | ||
Net Assets — 100.0% | $ 209,916,212 |
(a) | Security is valued using significant unobservable inputs and is classified as Level 3 in the fair value hierarchy. |
(b) | Non-income producing security. |
(c) | Restricted security as to resale, excluding 144A securities. The Fund held restricted securities with a current value of $159,436,841, representing 76.0% of its net assets as of period end, and an original cost of $133,227,611. |
(d) | Investment does not issue shares. |
(e) | Investment is held by a wholly-owned subsidiary. See Note 1 of the Notes to Consolidated Financial Statements for details on the wholly-owned subsidiary. |
(f) | Convertible security. |
(g) | A security contractually bound to one or more other securities to form a single saleable unit which cannot be sold separately. |
(h) | Variable rate security. Interest rate resets periodically. The rate shown is the effective interest rate as of period end. Security description also includes the reference rate and spread if published and available. |
(i) | Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration to qualified institutional investors. |
(j) | When-issued security. |
(k) | Represents an unsettled loan commitment at period end. Certain details associated with this purchase are not known prior to the settlement date, including coupon rate. |
(l) | Affiliate of the Fund. |
(m) | Annualized 7-day yield as of period end. |
(n) | Rates are discount rates or a range of discount rates as of period end. |
Affiliated Issuer | Value at 03/31/23 | Purchases at Cost | Proceeds from Sales | Net Realized Gain (Loss) | Change in Unrealized Appreciation (Depreciation) | Value at 03/31/24 | Shares Held at 03/31/24 | Income | Capital Gain Distributions from Underlying Funds |
BlackRock Liquidity Funds, T-Fund, Institutional Class | $ 2,144,534 | $ — | $ (918,752 )(a) | $ — | $ — | $ 1,225,782 | 1,225,782 | $ 556,702 | $ — |
(a) | Represents net amount purchased (sold). |
Paid by the Fund | Received by the Fund | ||||||||||
Reference | Frequency | Rate | Frequency | Counterparty | Effective Date | Termination Date | Notional Amount (000) | Value | Upfront Premium Paid (Received) | Unrealized Appreciation (Depreciation) | |
DoubleVerify Holdings, Inc. | At Termination | 1-Day SOFR minus 0.05%, 5.34% | At Termination | BNP Paribas SA | N/A | 07/15/24 | USD | 1,567 | $ 285,681 | $ — | $ 285,681 |
DoubleVerify Holdings, Inc. | At Termination | 1-Day SOFR minus 0.05%, 5.34% | At Termination | BNP Paribas SA | N/A | 07/15/24 | USD | 993 | 158,742 | — | 158,742 |
Topgolf Callaway Brands Corp. | At Termination | 1-Day SOFR minus 0.05%, 5.34% | At Termination | BNP Paribas SA | N/A | 07/15/24 | USD | 648 | 160,144 | — | 160,144 |
DoubleVerify Holdings, Inc. | At Termination | 1-Day SOFR minus 0.05%, 5.34% | At Termination | BNP Paribas SA | N/A | 08/21/24 | USD | 133 | (4,960 ) | — | (4,960 ) |
Topgolf Callaway Brands Corp. | At Termination | 1-Day SOFR minus 0.05%, 5.34% | At Termination | BNP Paribas SA | N/A | 08/21/24 | USD | 265 | 10,104 | — | 10,104 |
$ 609,711 | $ — | $ 609,711 |
Description | Swap Premiums Paid | Swap Premiums Received | Unrealized Appreciation | Unrealized Depreciation |
OTC Swaps | $ — | $ — | $ 614,671 | $ (4,960 ) |
Commodity Contracts | Credit Contracts | Equity Contracts | Foreign Currency Exchange Contracts | Interest Rate Contracts | Other Contracts | Total | |
Assets — Derivative Financial Instruments | |||||||
Swaps — OTC Unrealized appreciation on OTC swaps; Swap premiums paid | $ — | $ — | $ 614,671 | $ — | $ — | $ — | $ 614,671 |
Liabilities — Derivative Financial Instruments | |||||||
Swaps — OTC Unrealized depreciation on OTC swaps; Swap premiums received | $ — | $ — | $ 4,960 | $ — | $ — | $ — | $ 4,960 |
Commodity Contracts | Credit Contracts | Equity Contracts | Foreign Currency Exchange Contracts | Interest Rate Contracts | Other Contracts | Total | |
Net Realized Gain (Loss) from: | |||||||
Swaps | $ — | $ — | $ 263,828 | $ — | $ — | $ — | $ 263,828 |
Net Change in Unrealized Appreciation (Depreciation) on: | |||||||
Swaps | $ — | $ — | $ 609,711 | $ — | $ — | $ — | $ 609,711 |
Total return swaps: | |
Average notional value | $3,019,095 |
Assets | Liabilities | |
Derivative Financial Instruments | ||
Swaps — OTC(a) | $ 614,671 | $ 4,960 |
Total derivative assets and liabilities in the Consolidated Statement of Assets and Liabilities | 614,671 | 4,960 |
Derivatives not subject to a Master Netting Agreement or similar agreement (“MNA”) | — | — |
Total derivative assets and liabilities subject to an MNA | $ 614,671 | $ 4,960 |
(a) | Includes unrealized appreciation (depreciation) on OTC swaps and swap premiums (paid/received) in the Consolidated Statement of Assets and Liabilities. |
Counterparty | Derivative Assets Subject to an MNA by Counterparty | Derivatives Available for Offset(a) | Non-Cash Collateral Received | Cash Collateral Received(b) | Net Amount of Derivative Assets |
BNP Paribas SA | $ 614,671 | $ (4,960) | $ — | $ (609,711 ) | $ — |
Counterparty | Derivative Liabilities Subject to an MNA by Counterparty | Derivatives Available for Offset(a) | Non-Cash Collateral Pledged | Cash Collateral Pledged | Net Amount of Derivative Liabilities |
BNP Paribas SA | $ 4,960 | $ (4,960) | $ — | $ — | $ — |
(a) | The amount of derivatives available for offset is limited to the amount of derivative asset and/or liabilities that are subject to an MNA. |
(b) | Excess of collateral received/pledged, if any, from the individual counterparty is not shown for financial reporting purposes. |
Level 1 | Level 2 | Level 3 | Total | |
Assets | ||||
Investments | ||||
Long-Term Investments | ||||
Private Equity Investments | ||||
Direct Investments | $ — | $ — | $ 98,645,279 | $ 98,645,279 |
Primary Investments | — | — | 740,863 | 740,863 |
Secondary Investments | — | — | 60,050,699 | 60,050,699 |
Asset-Backed Securities | — | 12,007,802 | — | 12,007,802 |
Corporate Bonds | — | 18,545,574 | — | 18,545,574 |
Floating Rate Loan Interests | — | 9,912,688 | 275,724 | 10,188,412 |
Short-Term Securities | ||||
Money Market Funds | 1,225,782 | — | — | 1,225,782 |
U.S. Treasury Obligations | — | 12,940,899 | — | 12,940,899 |
$1,225,782 | $53,406,963 | $159,712,565 | $214,345,310 | |
Derivative Financial Instruments(a) | ||||
Assets | ||||
Equity Contracts | $ — | $ 614,671 | $ — | $ 614,671 |
Level 1 | Level 2 | Level 3 | Total | |
Liabilities | ||||
Equity Contracts | $ — | $ (4,960 ) | $ — | $ (4,960 ) |
$— | $609,711 | $— | $609,711 |
(a) | Derivative financial instruments are swaps contracts. Swaps contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
Direct Investments | Primary Investments | Secondary Investments | Floating Rate Loan Interests | Total | |
Assets | |||||
Opening balance, as of March 31, 2023 | $ 51,955,994 | $ 109,344 | $ 40,007,468 | $ 337,334 | $ 92,410,140 |
Transfers into Level 3 | — | — | — | — | — |
Transfers out of Level 3 | — | — | — | (120,696 ) | (120,696 ) |
Accrued discounts/premiums | — | — | — | 16 | 16 |
Net realized gain (loss) | (1,259,367 ) | — | (339 ) | (713 ) | (1,260,419 ) |
Net change in unrealized appreciation (depreciation)(a)(b) | 12,318,087 | (167,462 ) | 6,249,276 | 683 | 18,400,584 |
Purchases | 35,642,264 | 820,983 | 16,347,290 | 351,865 | 53,162,402 |
Sales | (11,699 ) | (22,002 ) | (2,552,996 ) | (292,765 ) | (2,879,462 ) |
Closing balance, as of March 31, 2024 | $ 98,645,279 | $ 740,863 | $ 60,050,699 | $ 275,724 | $ 159,712,565 |
Net change in unrealized appreciation (depreciation) on investments still held at March 31, 2024(b) | $ 11,063,661 | $ (167,462 ) | $ 6,249,276 | $ 1,120 | $ 17,146,595 |
(a) | Included in the related net change in unrealized appreciation (depreciation) in the Consolidated Statement of Operations. |
(b) | Any difference between net change in unrealized appreciation (depreciation) and net change in unrealized appreciation (depreciation) on investments still held at March 31, 2024 is generally due to investments no longer held or categorized as Level 3 at period end. |
Value | Valuation Approach | Unobservable Inputs | Range of Unobservable Inputs Utilized(a) | Weighted Average of Unobservable Inputs Based on Fair Value | |
Assets | |||||
Direct Investments(b) | $98,645,279 | Market | EBITDA Multiple | 4.00x - 25.44x | 12.88x |
EBIT Multiple | 11.54x | — | |||
Revenue Multiple | 0.19x - 20.50x | 8.14x | |||
Volatility | 36% -140% | 59% | |||
Time to Exit | 0.3 - 2.3 years | 1.6 years | |||
Liquidity Discount | 10% | — | |||
Income | Yield | 91% | — | ||
Discount | 16% | — | |||
Primary Investments | 740,863 | Market | Market Adjustment Factor | 1.00x - 1.01x | 1.00x |
Secondary Investments | 60,050,699 | Market | Market Adjustment Factor | 1.00x - 1.05x | 1.02x |
$159,436,841 |
(a) | A significant change in unobservable input would have resulted in a correlated (inverse) significant change to value. |
(b) | The fund valued certain of its Level 3 Direct Investments using recent transactions as the best approximation of fair value. The value of Level 3 investments obtained using recent prior transaction prices, for which inputs are unobservable, is $2,605,632 as of March 31, 2024. |
BlackRock Private Investments Fund | |
ASSETS | |
Investments, at value — unaffiliated(a) | $ 213,119,528 |
Investments, at value — affiliated(b) | 1,225,782 |
Cash | 13,826,252 |
Receivables: | |
Investments sold | 276,092 |
Dividends — affiliated | 8,789 |
Interest — unaffiliated | 381,827 |
From affiliate | 20,326 |
Unrealized appreciation on OTC swaps | 614,671 |
Prepaid expenses | 36,389 |
Other assets | 20,325 |
Total assets | 229,529,981 |
LIABILITIES | |
Cash received as collateral for OTC derivatives | 980,000 |
Capital contributions received in advance | 13,763,075 |
Payables: | |
Investments purchased | 3,594,907 |
Accounting services fees | 105,031 |
Repurchase offer | 231,544 |
Custodian fees | 7,831 |
Investment advisory fees | 391,608 |
Trustees’ and Officer’s fees | 1,386 |
Recoupment of past waived fees | 129,752 |
Other accrued expenses | 72,075 |
Professional fees | 216,368 |
Transfer agent fees | 115,232 |
Unrealized depreciation on OTC swaps | 4,960 |
Total liabilities | 19,613,769 |
Commitments and contingent liabilities | |
NET ASSETS | $ 209,916,212 |
NET ASSETS CONSIST OF | |
Paid-in capital | $ 184,582,287 |
Accumulated earnings | 25,333,925 |
NET ASSETS | $ 209,916,212 |
BlackRock Private Investments Fund | |
NET ASSET VALUE | |
Institutional | |
Net assets | $ 209,627,205 |
Shares outstanding | 18,164,615 |
Net asset value | $ 11.54 |
Shares authorized | Unlimited |
Par value | $0.001 |
Class D | |
Net assets | $ 289,007 |
Shares outstanding | 25,231 |
Net asset value | $ 11.45 |
Shares authorized | Unlimited |
Par value | $0.001 |
(a)Investments, at cost—unaffiliated | $186,781,969 |
(b)Investments, at cost—affiliated | $1,225,782 |
BlackRock Private Investments Fund | |
INVESTMENT INCOME | |
Dividends — unaffiliated | $2,705,643 |
Dividends — affiliated | 556,702 |
Interest — unaffiliated | 2,915,271 |
Other income — unaffiliated | 8,005 |
Total investment income | 6,185,621 |
EXPENSES | |
Investment advisory | 3,173,803 |
Professional | 473,496 |
Portfolio investment fees | 219,895 |
Transfer agent | 149,424 |
Accounting services | 139,263 |
Trustees and Officer | 130,323 |
Recoupment of past waived and/or reimbursed fees | 126,956 |
Registration | 54,373 |
Printing and postage | 27,119 |
Custodian | 12,312 |
Repurchase offer | 10,293 |
Recoupment of past waived and/or reimbursed fees — class specific | 2,796 |
Miscellaneous | 122,086 |
Total expenses | 4,642,139 |
Less: | |
Fees waived and/or reimbursed by the Manager | (1,486,538 ) |
Total expenses after fees waived and/or reimbursed | 3,155,601 |
Net investment income | 3,030,020 |
REALIZED AND UNREALIZED GAIN (LOSS) | |
Net realized gain (loss) from: | |
Investments — unaffiliated | (1,349,240 ) |
Foreign currency transactions | 23,314 |
Payment by affiliate | 20,326 |
Swaps | 263,828 |
(1,041,772 ) | |
Net change in unrealized appreciation (depreciation) on: | |
Investments — unaffiliated | 19,242,566 |
Foreign currency translations | (156 ) |
Swaps | 609,711 |
19,852,121 | |
Net realized and unrealized gain | 18,810,349 |
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS | $21,840,369 |
BlackRock Private Investments Fund | ||
Year Ended 03/31/24 | Year Ended 03/31/23 | |
INCREASE (DECREASE) IN NET ASSETS | ||
OPERATIONS | ||
Net investment income | $3,030,020 | $377,025 |
Net realized loss | (1,041,772 ) | (1,821,337 ) |
Net change in unrealized appreciation (depreciation) | 19,852,121 | 5,132,618 |
Net increase in net assets resulting from operations | 21,840,369 | 3,688,306 |
DISTRIBUTIONS TO SHAREHOLDERS(a) | ||
Institutional | (1,732,499 ) | — |
Class D | (2,587 ) | — |
Decrease in net assets resulting from distributions to shareholders | (1,735,086 ) | — |
CAPITAL SHARE TRANSACTIONS | ||
Proceeds from issuance of capital shares (excluding capital contributions received in advance) | 44,030,646 | 36,730,373 |
Reinvestment of distributions | 1,622,152 | — |
Repurchase of shares resulting from tender offers | (2,198,707 )(b) | — |
Net increase in net assets derived from capital share transactions | 43,454,091 | 36,730,373 |
NET ASSETS | ||
Total increase in net assets | 63,559,374 | 40,418,679 |
Beginning of year | 146,356,838 | 105,938,159 |
End of year | $209,916,212 | $146,356,838 |
(a) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(b) | Net of early repurchase fees of $9,023. |
BlackRock Private Investments Fund | |
CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES | |
Net increase in net assets resulting from operations | $21,840,369 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used for operating activities: | |
Proceeds from sales of long-term investments and principal paydowns/payups | 45,708,758 |
Purchases of long-term investments | (90,209,570 ) |
Net purchases of short-term securities | (1,030,581 ) |
Amortization of premium and accretion of discount on investments and other fees | (457,640 ) |
Net realized loss on investments | 1,369,565 |
Net unrealized appreciation on investments, swaps and foreign currency translations | (19,852,121 ) |
(Increase) Decrease in Assets | |
Receivables | |
Dividends — affiliated | (3,002 ) |
From affiliate | 50,349 |
Interest — unaffiliated | 36,427 |
Prepaid expenses | 2,524 |
Other assets | (20,325 ) |
Increase (Decrease) in Liabilities | |
Cash received | |
Collateral — OTC derivatives | 980,000 |
Payables | |
Accounting services fees | (262 ) |
Custodian fees | 2,333 |
Investment advisory fees | (543,560 ) |
Trustees’ and Officer’s fees | 1,352 |
Recoupment of past waived fees | 129,752 |
Other accrued expenses | 28,424 |
Professional fees | (38,869 ) |
Transfer agent fees | 6,099 |
Net cash used for operating activities | (41,999,978 ) |
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES | |
Cash dividends paid to shareholders | (112,934 ) |
Payments on shares repurchased | (1,967,163 ) |
Proceeds from issuance of capital shares (net of change in capital contributions received in advance) | 52,488,047 |
Net cash provided by financing activities | 50,407,950 |
CASH IMPACT FROM FOREIGN EXCHANGE FLUCTUATIONS | |
Cash impact from foreign exchange fluctuations | (167 ) |
CASH AND FOREIGN CURRENCY | |
Net increase in restricted and unrestricted cash and foreign currency | 8,407,805 |
Restricted and unrestricted cash and foreign currency at beginning of year | 5,418,447 |
Restricted and unrestricted cash and foreign currency at end of year | $13,826,252 |
NON-CASH FINANCING ACTIVITIES | |
Reinvestment of distributions | $1,622,152 |
RECONCILIATION OF RESTRICTED AND UNRESTRICTED CASH AT THE END OF YEAR TO THE CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES | |
Cash | $13,826,252 |
BlackRock Private Investments Fund | ||||
Institutional | ||||
Year Ended 03/31/24(a) | Year Ended 03/31/23(a) | Year Ended 03/31/22 | Period from 03/01/21(b) to 03/31/21 | |
Net asset value, beginning of period | $10.32 | $10.08 | $9.94 | $10.00 |
Net investment income (loss)(c) | 0.19 | 0.03 | (0.09 ) | (0.02 ) |
Net realized and unrealized gain (loss) | 1.13 | 0.21 | 0.23 | (0.04 ) |
Net increase (decrease) from investment operations | 1.32 | 0.24 | 0.14 | (0.06 ) |
Distributions from net investment income(d) | (0.10 ) | — | — | — |
Net asset value, end of period | $11.54 | $10.32 | $10.08 | $9.94 |
Total Return(e) | ||||
Based on net asset value | 12.85 %(f) | 2.38 % | 1.41 % | (0.60 )%(g) |
Ratios to Average Net Assets(h) | ||||
Total expenses | 2.56 %(i)(j) | 2.72 %(k) | 3.45 %(l) | 3.33 %(m)(n) |
Total expenses after fees waived and/or reimbursed | 1.74 %(j) | 1.94 %(k) | 2.41 %(l) | 2.56 %(m)(n) |
Net investment income (loss) | 1.67 %(j) | 0.28 %(k) | (0.92 )%(l) | (1.72 )%(m)(n) |
Supplemental Data | ||||
Net assets, end of period (000) | $209,627 | $146,099 | $105,686 | $49,461 |
Portfolio turnover rate | 28 % | 52 % | 43 % | — %(o) |
(a) | Consolidated Financial Highlights. |
(b) | Commencement of operations. |
(c) | Based on average shares outstanding. |
(d) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(e) | Where applicable, assumes the reinvestment of distributions. The Fund is a continuously offered closed-end fund, the Shares of which are offered at net asset value. No secondary market for the Fund’s Shares exists. |
(f) | Includes payment from an affiliate, which had no impact on the Fund’s total return. |
(g) | Not annualized. |
(h) | Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
(i) | Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees, the expense ratio would have been 2.49%. |
(j) | Includes non-recurring expenses of portfolio investment fees. Without these fees, total expenses, total expenses after fees waived and/or reimbursed and net investment income (loss) would have been 2.44%, 1.62% and 1.79%, respectively. |
(k) | Includes non-recurring expenses of portfolio investment fees. Without these fees, total expenses, total expenses after fees waived and/or reimbursed and net investment income (loss) would have been 2.50%, 1.72% and 0.50%, respectively. |
(l) | Includes non-recurring expense of offering costs and portfolio investment fees. Without these fees, total expenses, total expenses after fees waived and/or reimbursed and net investment income (loss) would have been 2.65%, 2.21% and (0.72)%, respectively. |
(m) | Annualized. |
(n) | Audit, printing, offering costs and portfolio investment fees were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses, total expenses after fees waived and/or reimbursed and net investment income (loss) would have been 6.11%, 3.54% and (2.70)%, respectively. |
(o) | Rounds to less than 1%. |
BlackRock Private Investments Fund (continued) | ||||
Class D | ||||
Year Ended 03/31/24(a) | Year Ended 03/31/23(a) | Year Ended 03/31/22 | Period from 03/01/21(b) to 03/31/21 | |
Net asset value, beginning of period | $10.30 | $10.07 | $9.94 | $10.00 |
Net investment income (loss)(c) | 0.18 | 0.02 | (0.08 ) | (0.02 ) |
Net realized and unrealized gain (loss) | 1.07 | 0.21 | 0.21 | (0.04 ) |
Net increase (decrease) from investment operations | 1.25 | 0.23 | 0.13 | (0.06 ) |
Distributions from net investment income(d) | (0.10 ) | — | — | — |
Net asset value, end of period | $11.45 | $10.30 | $10.07 | $9.94 |
Total Return(e) | ||||
Based on net asset value | 12.19 % | 2.28 % | 1.31 % | (0.60 )%(f) |
Ratios to Average Net Assets(g) | ||||
Total expenses | 2.58 %(h)(i) | 2.71 %(j) | 3.70 %(k) | 7.59 %(l)(m) |
Total expenses after fees waived and/or reimbursed | 1.76 %(h) | 1.94 %(j) | 2.48 %(k) | 2.81 %(l)(m) |
Net investment income (loss) | 1.63 %(h) | 0.24 %(j) | (0.79 )%(k) | (1.97 )%(l)(m) |
Supplemental Data | ||||
Net assets, end of period (000) | $289 | $257 | $252 | $248 |
Portfolio turnover rate | 28 % | 52 % | 43 % | — %(n) |
(a) | Consolidated Financial Highlights. |
(b) | Commencement of operations. |
(c) | Based on average shares outstanding. |
(d) | Distributions for annual periods determined in accordance with U.S. federal income tax regulations. |
(e) | Where applicable, assumes the reinvestment of distributions. The Fund is a continuously offered closed-end fund, the Shares of which are offered at net asset value. No secondary market for the Fund’s Shares exists. |
(f) | Not annualized. |
(g) | Excludes fees and expenses incurred indirectly as a result of investments in underlying funds. |
(h) | Includes non-recurring expenses of portfolio investment fees. Without these fees, total expenses, total expenses after fees waived and/or reimbursed and net investment income (loss) would have been 2.46%,1.64% and 1.75%, respectively. |
(i) | Includes recoupment of past waived and/or reimbursed fees. Excluding the recoupment of past waived and/or reimbursed fees, the expense ratio would have been 2.51%. |
(j) | Includes non-recurring expenses of portfolio investment fees. Without these fees, total expenses, total expenses after fees waived and/or reimbursed and net investment income (loss) would have been 2.49%, 1.72% and 0.46%, respectively. |
(k) | Includes non-recurring expense of offering costs and portfolio investment fees. Without these fees, total expenses, total expenses after fees waived and/or reimbursed and net investment income (loss) would have been 2.80%, 2.21% and (0.52)%, respectively. |
(l) | Annualized. |
(m) | Audit, printing, offering costs and portfolio investment fees were not annualized in the calculation of the expense ratios. If these expenses were annualized, the total expenses, total expenses after fees waived and/or reimbursed and net investment income (loss) would have been 10.36%, 3.79% and (2.95)%, respectively. |
(n) | Rounds to less than 1%. |
Standard Inputs Generally Considered By The Valuation Committee And Third-Party Pricing Services | ||
Market approach | (i) | recent market transactions, including subsequent rounds of financing, in the underlying investment or comparable issuers; |
(ii) | recapitalizations and other transactions across the capital structure; and | |
(iii) | market multiples of comparable issuers. | |
Income approach | (i) | future cash flows discounted to present and adjusted as appropriate for liquidity, credit, and/or market risks; |
(ii) | quoted prices for similar investments or assets in active markets; and | |
(iii) | other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks, recovery rates, liquidation amounts and/or default rates. | |
Cost approach | (i) | audited or unaudited financial statements, investor communications and financial or operational metrics issued by the Private Company; |
(ii) | changes in the valuation of relevant indices or publicly traded companies comparable to the Private Company; | |
(iii) | relevant news and other public sources; and | |
(iv) | known secondary market transactions in the Private Company’s interests and merger or acquisition activity in companies comparable to the Private Company. |
The Manager contractually 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 (the “affiliated money market fund waiver") through June 30, 2025. The contractual agreement may be terminated upon 90 days’ notice by a majority of the Independent Trustees, or by a vote of a majority of the outstanding voting securities of the Fund. This amount is included in fees waived and/or reimbursed by the Manager in the Consolidated Statement of Operations. For the year ended March 31, 2024, the amount waived was $8,029.
The Manager contractually agreed to waive its investment advisory fee with respect to any portion of the Fund’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2025. The agreement can be renewed for annual periods thereafter, and
Fund Name | Fund Level | Institutional |
BlackRock Private Investments Fund | $ 126,956 | $ 2,796 |
Expiring | ||
Fund Name/Fund Level/Share Class | 03/31/25 | 03/31/26 |
BlackRock Private Investments Fund | ||
Fund Level | $ 33,695 | $ 118,308 |
Institutional | 1,487 | — |
Class D | — | — |
Expired | |
Fund Name/Fund Level/Share Class | 03/31/24 |
BlackRock Private Investments Fund | |
Fund Level | $ 536,036 |
Institutional | — |
Class D | — |
Fund Name | Year Ended 03/31/24 |
BlackRock Private Investments Fund | |
Ordinary income | $ 1,735,086 |
Fund Name | Undistributed Ordinary Income | Non-Expiring Capital Loss Carryforwards(a) | Net Unrealized Gains (Losses)(b) | Total |
BlackRock Private Investments Fund | $ 299,411 | $ (2,184,699 ) | $ 17,849,375 | $ 15,964,087 |
(a) | Amounts available to offset future realized capital gains. |
(b) | The difference between book-basis and tax-basis net unrealized gains (losses) was attributable primarily to the tax deferral of losses on wash sales, accounting for swap agreements, timing and recognition of partnership income and amortization methods for premiums on fixed income securities. |
Fund Name | Tax Cost | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation (Depreciation) |
BlackRock Private Investments Fund | $ 187,573,071 | $ 32,108,493 | $ (4,726,543) | $ 27,381,950 |
Year Ended 03/31/24 | Year Ended 03/31/23 | |||
Fund Name / Share Class | Shares | Amounts | Shares | Amounts |
BlackRock Private Investments Fund | ||||
Institutional | ||||
Proceeds from the issuance of capital shares (excluding capital contributions received in advance) | 4,062,687 | $ 44,030,646 | 3,676,633 | $ 36,730,373 |
Reinvestment of distributions | 143,706 | 1,619,565 | — | — |
Repurchase of shares resulting from tender offers | (199,826) | (2,198,707) | — | — |
4,006,567 | $ 43,451,504 | 3,676,633 | $ 36,730,373 | |
Class D | ||||
Reinvestment of distributions | 231 | $ 2,587 | — | $ — |
4,006,798 | $ 43,454,091 | 3,676,633 | $ 36,730,373 |
Commencement Date of Tender Offer Period(a) | Valuation Date | Number of Shares Tendered | Tendered Shares as a Percentage of Outstanding Shares | Number of Tendered Shares Purchased | Tendered Shares Purchased as a Percentage of Outstanding Shares | Purchase Price | Total Amount of Purchases | |
Institutional | 03/22/23 | 06/30/23 | 17,818 | 0.13 % | 17,818 | 0.13 % | $ 10.47 | $ 186,554 |
Class D | 03/22/23 | 06/30/23 | — | — | — | — | — | — |
Institutional | 06/27/23 | 09/29/23 | 114,405 | 0.78 | 114,405 | 0.78 | 10.96 | 1,253,877 |
Class D | 06/27/23 | 09/29/23 | — | — | — | — | — | — |
Institutional | 09/27/23 | 12/29/23 | 47,538 | 0.28 | 47,538 | 0.28 | 11.27 | 535,755 |
Class D | 09/27/23 | 12/29/23 | — | — | — | — | — | — |
Institutional | 12/22/23 | 03/28/24 | 20,065 | 0.12 | 20,065 | 0.12 | 11.54 | 231,544 |
Class D | 12/22/23 | 03/28/24 | — | — | — | — | — | — |
(a) | Date the tender offer period began. |
Fund Name | Institutional | Class D |
BlackRock Private Investments Fund | 10,026,070 | 25,231 |
Boston, Massachusetts
May 24, 2024
Fund Name | Qualified Dividend Income |
BlackRock Private Investments Fund | $ 6,528 |
Fund Name | Federal Obligation Interest |
BlackRock Private Investments Fund | $ 29,322 |
Fund Name | Interest Dividends |
BlackRock Private Investments Fund | $ 675,654 |
Fund Name | Interest- Related Dividends |
BlackRock Private Investments Fund | $ 413,967 |
Independent Trustees(a) | ||||
Name Year of Birth(b) | Position(s) Held (Length of Service)(c) | Principal Occupation(s) During Past 5 Years | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | Public Company and Other Investment Company Directorships Held During Past 5 Years |
W. Carl Kester 1951 | Chair of the Board and Trustee (Since 2020) | Baker Foundation Professor and George Fisher Baker Jr. Professor of Business Administration, Emeritus, Harvard Business School since 2022; George Fisher Baker Jr. Professor of Business Administration, Harvard Business School from 2008 to 2022; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981. | 70 RICs consisting of 104 Portfolios | None |
Catherine A. Lynch 1961 | Trustee (Since 2020) | Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from 1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999. | 70 RICs consisting of 104 Portfolios | PennyMac Mortgage Investment Trust |
Cynthia L. Egan 1955 | Trustee (Since 2023) | Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007. | 70 RICs consisting of 104 Portfolios | Unum (insurance); The Hanover Insurance Group (Board Chair); Huntsman Corporation (Lead Independent Director and non- Executive Vice Chair of the Board) (chemical products) |
Arthur P. Steinmetz 1958 | Trustee (Since 2023) | Consultant, Posit PBC (enterprise data science) since 2020; Director, ScotiaBank (U.S.) from 2020 to 2023; Chairman, Chief Executive Officer and President of OppenheimerFunds, Inc. from 2015, 2014 and 2013, respectively to 2019; Trustee, President and Principal Executive Officer of 104 OppenheimerFunds funds from 2014 to 2019; Portfolio manager of various OppenheimerFunds fixed income mutual funds from 1986 to 2014. | 70 RICs consisting of 103 Portfolios | Trustee of 104 OppenheimerFunds funds from 2014 to 2019 |
Interested Trustees(d) | ||||
Name Year of Birth(b) | Position(s) Held (Length of Service)(c) | Principal Occupation(s) During Past 5 Years | Number of BlackRock-Advised Registered Investment Companies (“RICs”) Consisting of Investment Portfolios (“Portfolios”) Overseen | Public Company and Other Investment Company Directorships Held During Past 5 Years |
John M. Perlowski 1964 | Trustee (Since 2020) and President and Chief Executive Officer (Since 2020) | Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009. | 98 RICs consisting of 269 Portfolios | None |
(a) | The address of each Trustee is c/o BlackRock, Inc., 50 Hudson Yards, New York, NY 10001. |
(b) | 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, or until December 31 of the year in which he or she turns 75. Trustees who are “interested persons,” as defined in the Investment Company Act ("1940 Act") 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 statute, or until December 31 of the year in which they turn 72. The Board may determine to extend the terms of Independent Trustees on a case-by-case basis, as appropriate. |
(c) | Following the combination of Merrill Lynch Investment Managers, L.P. (“MLIM”) and BlackRock, Inc. in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Certain Independent Trustees first became members of the boards of other legacy MLIM or legacy BlackRock funds as follows: W. Carl Kester, 1995. Certain other Independent Trustees became members of the boards of the close-end funds in the BlackRock Fixed-Income Complex as follows: Catherine A. Lynch, 2016. |
(d) | Mr. Perlowski is an “interested person,” as defined in the 1940 Act, of the Fund based on his position with BlackRock, Inc. and its affiliates. Mr. Perlowski is also a board member of the BlackRock Multi-Asset Complex. |
Officers Who Are Not Trustees(a) | ||
Name Year of Birth(b) | Position(s) Held (Length of Service) | Principal Occupation(s) During Past 5 Years |
Jonathan Diorio 1980 | Vice President (Since 2020) | Member of BlackRock’s Global Operating Committee since 2023; Managing Director of BlackRock, Inc. since 2015. |
Trent Walker 1974 | Chief Financial Officer (Since 2021) | Managing Director of BlackRock, Inc. since 2019; Executive Vice President of PIMCO from 2016 to 2019. |
Jay M. Fife 1970 | Treasurer (Since 2020) | Managing Director of BlackRock, Inc. since 2007. |
Ariel Hazzard 1988 | Chief Compliance Officer (Since 2024) | Director of BlackRock, Inc. since 2023; Vice President of BlackRock, Inc. from 2019 to 2022. |
Lisa Belle 1968 | Anti-Money Laundering Compliance Officer (Since 2020) | Managing Director of BlackRock, Inc. since 2019; Global Financial Crime Head for Asset and Wealth Management of JP Morgan from 2013 to 2019. |
Janey Ahn 1975 | Secretary (Since 2020) | Managing Director of BlackRock, Inc. since 2018. |
(a) | The address of each Officer is c/o BlackRock, Inc., 50 Hudson Yards, New York, New York 10001. |
(b) | Officers of the Fund serve at the pleasure of the Board. |
Effective December 31, 2023, Frank Fabozzi retired as Trustee of the Fund. |
Effective December 31, 2023, Cynthia Egan became an Independent Trustee of the Fund. |
Effective December 31, 2023, Arthur Steinmetz became a Trustee of the Fund. Effective January 19, 2024, Mr Steinmetz became an Independent Trustee of the Fund. |
Effective February 13, 2024, Joe Auriemma is no longer a porfolio manager for BPIF. Effective February 13, 2024, Johnathan Seeg became a porfolio manager of BPIF. Mr. Seeg has been employed by BlackRock since 2003. |
Effective February 28, 2024, Ariel Hazzard replaced Charles Park as Chief Compliance Officer of the Fund. |
Fund Name | For | Against | Abstain |
BlackRock Private Investments Fund | 10,649,831 | 26,765 | 39,033 |
Fund Name | For | Against | Abstain |
BlackRock Private Investments Fund | 10,649,831 | 26,765 | 39,033 |
Wilmington, DE 19809
Wilmington, DE 19809
Boston, MA 02114
New York, NY 10001
Boston, MA 02116
New York, NY 10019
Wilmington, DE 19809
Currency Abbreviation | |
AUD | Australian Dollar |
EUR | Euro |
GBP | British Pound |
USD | United States Dollar |
Portfolio Abbreviation | |
CLO | Collateralized Loan Obligation |
CMT | Constant Maturity Treasury |
DAC | Designated Activity Company |
SCA | Societe en Commandite par Actions |
SOFR | Secured Overnight Financing Rate |
(b) Not Applicable
Item 3 – | Audit Committee Financial Experts – The registrant’s board of directors (the “board of directors”), 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: |
Catherine A. Lynch
Arthur P. Steinmetz
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 directors in the absence of such designation or identification. The designation or identification of a person as an audit committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of directors.
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:
(a) Audit Fees3 | (b) Audit-Related Fees1 | (c) Tax Fees2 | (d) All Other Fees | |||||||||||||||||||||||||||
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 Private Investments Fund | $94,452 | $94,452 | $0 | $0 | $53,000 | $52,000 | $407 | $0 |
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 (“Affiliated Service Providers”):
2
Current Fiscal Year End | Previous Fiscal Year End | |||||
(b) Audit-Related Fees1 | $0 | $0 | ||||
(c) Tax Fees2 | $0 | $0 | ||||
(d) All Other Fees4 | $2,149,000 | $2,154,000 |
1 The nature of the services includes assurance and related services reasonably related to the performance of the audit or review of financial statements not included in Audit Fees, including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.
2 The nature of the services includes tax compliance and/or tax preparation, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, taxable income and tax distribution calculations.
3 Includes fees for the Fund and the Fund’s subsidiary.
4 Non-audit fees of $2,149,000 and $2,154,000 for the current fiscal year and previous fiscal year, respectively, were paid to the Fund’s principal accountant in their entirety by BlackRock, in connection with services provided to the Affiliated Service Providers of the Fund and of certain other funds sponsored and advised by BlackRock or its affiliates for a service organization review and an accounting research tool subscription. These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(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 Affiliated 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
(g) The aggregate non-audit fees, defined as the sum of the fees shown under “Audit-Related Fees,”
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“Tax Fees” and “All Other Fees,” paid to the accountant for services rendered by the accountant to the registrant, the Investment Adviser and the Affiliated Service Providers were:
Entity Name | Current Fiscal Year End | Previous Fiscal Year End | ||||||||
BlackRock Private Investments Fund | $52,000 | $50,000 |
Additionally, the amounts billed by D&T in connection with services provided to the Affiliated Service Providers of the Fund and of other funds sponsored or advised by BlackRock or its affiliates during the current and previous fiscal years for a service organization review and an accounting research tool subscription were:
Current Fiscal Year End | Previous Fiscal Year End | |||||||||
$2,149,000 | $2,154,000 |
These amounts represent aggregate fees paid by BlackRock and were not allocated on a per fund basis.
(h) The Committee has considered and determined that the provision of non-audit services that were rendered to the Investment Adviser, and the Affiliated 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.
(i) – Not Applicable
(j) – Not Applicable
Item 5 – | Audit Committee of Listed Registrant |
(a) Not Applicable
(b) Not Applicable
Item 6 – | Investments |
(a) The registrant’s Schedule of Investments is included as part of the Report to Stockholders filed under Item 1(a) 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 – The board of directors has delegated the voting of proxies for the Fund’s portfolio securities to the Investment Adviser pursuant to the Investment Adviser’s proxy voting guidelines. Under these guidelines, the Investment Adviser will vote proxies related to Fund securities in the best interests of the Fund and its stockholders. From time to time, a vote may present a conflict |
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between the interests of the Fund’s stockholders, on the one hand, and those of the Investment Adviser, or any affiliated person of the Fund or the Investment Adviser, on the other. In such event, provided that the Investment Adviser’s Equity Investment Policy Oversight Committee, or a sub-committee thereof (the “Oversight Committee”) is aware of the real or potential conflict or material non-routine matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Investment Adviser’s clients. If the Investment Adviser determines not to retain an independent fiduciary, or does not desire to follow the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Investment Adviser’s Portfolio Management Group and/or the Investment Adviser’s Legal and Compliance Department and concluding that the vote cast is in its client’s best interest notwithstanding the conflict. A copy of the Fund’s Proxy Voting Policy and Procedures are attached as Exhibit 99.PROXYPOL, a copy of the Fund’s Global Corporate Governance & Engagement Principles are attached as Exhibit 99.GLOBAL.CORP.GOV and a copy of the Fund’s Corporate Governance and Proxy Voting Guidelines for U.S. Securities are attached as Exhibit 99.US.CORP.GOV. Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, (i) at www.blackrock.com and (ii) on the SEC’s website at http://www.sec.gov. |
Item 8 – | Portfolio Managers of Closed-End Management Investment Companies |
(a)(1) As of the date of filing this Report:
The registrant is managed by a team of investment professionals comprised of Stephen Kelly, Managing Director at BlackRock, Lynn Baranski, Managing Director at BlackRock, James Keenan, CFA, Managing Director at BlackRock, Jeffrey Cucunato, Managing Director at BlackRock and Johnathan Seeg, Managing Director at BlackRock. Messrs. Kelly, Keenan, Cucunato and Seeg and Ms. Baranski are the Fund’s co-portfolio managers and are responsible for the day-to-day management of the Fund’s portfolio and the selection of its investments. Messrs. Kelly, Keenan and Cucunato have been members of the Fund’s management team since 2021. Ms. Baranski has been a member of the Fund’s management team since 2022. Mr. Seeg has been a member of the Fund’s management team since 2024.
Portfolio Manager | Biography | |
Stephen Kelly | Managing Director of BlackRock, Inc. since 2006 and Global Head of Business Operations for BlackRock Private Equity Partners (“PEP”) from 2016 to 2020. | |
Lynn Baranski | Managing Director of BlackRock, Inc. since 1997 and Global Head of Investments for PEP since 2010. | |
James Keenan, CFA | Managing Director of BlackRock since 2008 and Head of the Leveraged Finance Portfolio team; Director of BlackRock from 2006 to 2007. Vice President of BlackRock, Inc. from 2004 to 2005. | |
Jeffrey Cucunato | Managing Director of BlackRock, Inc. since 2005. | |
Johnathan Seeg | Managing Director of BlackRock, Inc. since 2012 and Global Head of Client Solutions and Strategy for PEP. |
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(a)(2) As of March 31, 2024:
(ii) Number of Other Accounts Managed and Assets by Account Type | (iii) Number of Other Accounts and Assets for Which Advisory Fee is Performance-Based | |||||||||||
(iv) Name of Portfolio Manager | Other Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | Other Registered Investment Companies | Other Pooled Investment Vehicles | Other Accounts | ||||||
Stephen Kelly | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
$0 | $0 | $0 | $0 | $0 | $0 | |||||||
Lynn Baranski | 0 | 176 | 10 | 0 | 44 | 2 | ||||||
$0 | $9.34 Trillion | $1.18 Billion | $0 | $3.63 Billion | $1.09 Billion | |||||||
James Keenan, CFA | 2 | 12 | 5 | 0 | 0 | 1 | ||||||
$1.67 Billion | $474.0 Million | $1.21 Billion | $0 | $0 | $1.42 Million | |||||||
Jeffrey Cucunato | 4 | 5 | 2 | 0 | 0 | 1 | ||||||
$2.73 Billion | $818.9 Million | $232.5 Million | $0 | $0 | $1.42 Million | |||||||
Johnathan Seeg | 0 | 176 | 10 | 0 | 44 | 2 | ||||||
$0 | $9.34 Trillion | $1.18 Billion | $0 | $3.63 Billion | $1.09 Billion |
(iv) Portfolio Manager Potential Material Conflicts of Interest
BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Fund. In addition, BlackRock, Inc., its affiliates and significant shareholders and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Fund. BlackRock, Inc., or any of its affiliates or significant shareholders, or any officer, director, shareholder, employee or any member of their families may take different actions than those recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock, Inc.’s (or its affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as to which BlackRock, Inc. or any of its affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material non-public information. Certain portfolio managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that Messrs. Cucunato and Keenan and Ms. Baranski may be managing hedge fund and/or long only accounts, or may be part of a team managing hedge fund and/or long
6
only accounts, subject to incentive fees. Messrs. Cucunato and Keenan and Ms. Baranski may therefore be entitled to receive a portion of any incentive fees earned on such accounts.
As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock, Inc. has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate.
(a)(3) As of March 31, 2024:
Portfolio Manager Compensation Overview
The discussion below describes the portfolio managers’ compensation as of March 31, 2024.
BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock.
Base Compensation. Generally, portfolio managers receive base compensation based on their position with the firm.
Discretionary Incentive Compensation – Messrs. Kelly, Seeg and Ms. Baranski
Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative to the various benchmarks. The performance of these portfolio managers is not measured against a specific benchmark.
Discretionary Incentive Compensation – Messrs. Keenan and Cucunato
Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio manager’s group within BlackRock, the
7
investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s performance and contribution to the overall performance of these portfolios and BlackRock. In most cases, these benchmarks are the same as the benchmark or benchmarks against which the performance of the fund or other accounts managed by the portfolio managers are measured. Among other things, BlackRock’s Chief Investment Officers make a subjective determination with respect to each portfolio manager’s compensation based on the performance of the funds and other accounts managed by each portfolio manager relative to the various benchmarks. Performance of fixed income funds is measured on a pre-tax and/or after-tax basis over various time periods including 1-, 3-and 5-year periods, as applicable. With respect to these portfolio managers, such benchmarks for the Fund and other accounts are:
Portfolio Manager | Benchmark | |
James Keenan, CFA | A combination of market-based indices (e.g., The Bloomberg U.S. Corporate High Yield 2% Issuer Cap Index), certain customized indices and certain fund industry peer groups.
| |
Jeffrey Cucunato | Bloomberg US Credit Index.
|
Distribution of Discretionary Incentive Compensation. Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock, Inc. stock awards, and/or deferred cash awards that notionally track the return of certain BlackRock investment products.
Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation is above a specified threshold also receive deferred BlackRock, Inc. stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock, Inc. stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock, Inc. stock may be granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock, Inc. stock awards are generally granted in the form of BlackRock, Inc. restricted stock units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock, Inc. common stock. These portfolio managers have deferred BlackRock, Inc. stock awards.
For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards that notionally track the returns of select BlackRock investment products they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.
Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:
8
Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock, Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to 3-5% of eligible compensation up to the Internal Revenue Service limit ($345,000 for 2024). The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock, Inc. contributions follow the investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP allows for investment in BlackRock, Inc. common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000 based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans.
(a)(4) Beneficial Ownership of Securities – As of March 31, 2024.
Portfolio Manager | Dollar Range of Equity Securities of the Fund Beneficially Owned | |
Stephen Kelly | None | |
Lynn Baranski | None | |
James Keenan, CFA | None | |
Jeffrey Cucunato | None | |
Johnathan Seeg | None |
(b) 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 period covered by this report that have
9
materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12 – | Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not Applicable |
Item 13 – | Recovery of Erroneously Awarded Compensation – Not Applicable |
Item 14 – | Exhibits attached hereto |
(a)(1) Code of Ethics – See Item 2
(a)(2) Section 302 Certifications are attached
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 – Not Applicable
(a)(4) Change in Registrant’s independent public accountant – Not Applicable
(b) Section 906 Certifications are attached
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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 Private Investments Fund
By: | /s/ John M. Perlowski | |||
John M. Perlowski | ||||
Chief Executive Officer (principal executive officer) of | ||||
BlackRock Private Investments Fund |
Date: May 24, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ John M. Perlowski | |||
John M. Perlowski | ||||
Chief Executive Officer (principal executive officer) of | ||||
BlackRock Private Investments Fund |
Date: May 24, 2024
By: | /s/ Trent Walker | |||
Trent Walker | ||||
Chief Financial Officer (principal financial officer) of | ||||
BlackRock Private Investments Fund |
Date: May 24, 2024
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