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: 811-22061
Name of Fund: BlackRock Funds II
BlackRock Managed Income Fund
Fund Address: 100 Bellevue Parkway, Wilmington, DE
19809
Name and address of agent for service: John M.
Perlowski, Chief Executive Officer, BlackRock Funds II, 50 Hudson Yards, New
York, NY 10001
Registrant’s telephone number, including area code: (800)
441-7762
Date of fiscal year end: 12/31/2024
Date of reporting period: 12/31/2024
Item 1 – Report to
Stockholders
(a) The Report to Shareholders is
attached herewith.
(b) Not Applicable
Item 2 – Code of Ethics – The registrant (or the “Fund”) has adopted a code of ethics, as of the
end of the period covered by this report, applicable to the registrant’s
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. During the period covered by
this report, the code of ethics was amended to update certain information and
to make other non-material changes. During the period covered by this report,
there have been no waivers granted under the code of ethics. The registrant undertakes to provide a copy of the code of ethics to
any person upon request, without charge, who calls 1-800-441-7762.
Item
3 – Audit Committee Financial Expert – The registrant’s board of trustees (the
“board of trustees”), has determined that (i) the registrant has the following
audit committee financial experts serving on its audit committee and (ii) each
audit committee financial expert is independent:
Neil A. Cotty
Henry R. Keizer
Kenneth L. Urish
Under applicable securities laws, a person determined
to be an audit committee financial expert will not be deemed an “expert” for
any purpose, including without limitation for the purposes of Section 11 of the
Securities Act of 1933, as a result of being designated or identified as an
audit committee financial expert. The designation or identification of a
person as an audit committee financial expert does not impose on such person
any duties, obligations, or liabilities greater than the duties, obligations,
and liabilities imposed on such person as a member of the audit committee and
board of trustees in the absence of such designation or identification. 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 trustees.
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 Fees
|
(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 Managed Income Fund
|
$62,424
|
$62,424
|
$0
|
$0
|
$17,600
|
$17,600
|
$0
|
$407
|
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 (the “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”):
|
|
Current Fiscal Year End
|
Previous Fiscal Year End
|
|
(b) Audit-Related Fees1
|
$0
|
$0
|
|
(c) Tax Fees2
|
$0
|
$0
|
|
(d) All Other Fees3
|
$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 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,” “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 Managed Income Fund
|
$17,600
|
$18,007
|
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 and 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 – Not Applicable
Item 6
– Investments
(a) The registrant’s Schedule of Investments is included as part of the Financial
Statements and Financial Highlights for Open-End Management Investment
Companies filed under Item 7 of this Form.
(b) Not Applicable due to no such divestments during the semi-annual period
covered since the previous Form N-CSR filing.
Item
7 – Financial Statements and Financial Highlights for Open-End Management
Investment Companies
(a) The
registrant’s Financial Statements are attached herewith.
(b) The registrant’s Financial
Highlights are attached herewith.
Item
8 – Changes in and Disagreements with Accountants for Open-End Management
Investment Companies – See Item 7
Item 9 – Proxy
Disclosures for Open-End Management Investment Companies – See Item 7
Item 10
– Remuneration Paid to Directors, Officers, and Others of Open-End Management
Investment Companies – See Item 7
Item
11 – Statement Regarding Basis for Approval of Investment Advisory Contract
– See Item 7
Item
12 – Disclosure of Proxy Voting Policies and Procedures for Closed-End
Management Investment Companies – Not Applicable
Item
13 – Portfolio Managers of Closed-End Management Investment Companies - Not
Applicable
Item
14 – Purchases of Equity Securities by Closed-End Management Investment Company
and Affiliated Purchasers – Not Applicable
Item
15 – Submission of Matters to a Vote of Security Holders – There have been no
material changes to these procedures.
Item
16 – Controls and Procedures
(a)
The registrant’s principal executive and principal financial officers, or
persons performing similar functions, have concluded that the registrant’s
disclosure controls and procedures (as defined in Rule 30a-3(c) under the
Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as
of a date within 90 days of the filing of this report based on the evaluation
of these controls and procedures required by Rule 30a-3(b) under the 1940 Act
and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as
amended.
(b) There were no changes
in the registrant’s internal control over financial reporting (as defined in
Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by
this report that have materially affected, or are reasonably likely to
materially affect, the registrant’s internal control over financial reporting.
Item 17 – Disclosure of Securities Lending Activities
for Closed-End Management Investment Companies –Not Applicable
Item
18 – Recovery of Erroneously Awarded Compensation – Not Applicable
Item
19 – Exhibits attached hereto
(a)(1)
Code of Ethics – See Item 2
(a)(2) Any policy required by the listing standards adopted pursuant to Rule
10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national
securities exchange or registered national securities association upon which
the registrant’s securities are listed – Not Applicable
(a)(3)
Section 302 Certifications are attached.
(a)(4) Any written solicitation to purchase securities under Rule 23c-1
– Not Applicable
(a)(5) Change in registrant’s independent public accountant – Not
Applicable
(b) Section 906 Certifications are attached.
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BlackRock
Funds II
By: /s/ John M. Perlowski
John
M. Perlowski
Chief
Executive Officer (principal executive officer) of
BlackRock
Funds II
Date:
February 25, 2025
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
Funds II
Date:
February 25, 2025
By: /s/ Trent Walker
Trent
Walker
Chief Financial Officer (principal financial officer)
of
BlackRock Funds II
Date:
February 25, 2025