N-1A 1 e54782_n-1a.htm FORM N-1A

As filed with the Securities and Exchange Commission on July 30, 2013

Securities Act File No. [ ]

Investment Company Act File No. 811-22873

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

    THE SECURITIES ACT OF 1933   x
    Pre-Effective Amendment No.  
    Post-Effective Amendment No.  
    and/or    
    REGISTRATION STATEMENT    
    UNDER    
    THE INVESTMENT COMPANY ACT OF 1940   x

 

Amendment No.

(Check appropriate box or boxes.)

 

 

BLACKROCK CORI FUNDS

(Exact Name of Registrant as Specified in Charter)

 

 

100 Bellevue Parkway

Wilmington, Delaware 19809

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code (800) 441-7762

John M. Perlowski

BlackRock CoRI Funds

55 East 52nd Street, New York, New York 10055

(Name and Address of Agent for Service)

Copies to:

Counsel for the Fund:
Margery K. Neale, Esq.
Maria Gattuso, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
Benjamin Archibald, Esq.
BlackRock Advisors, LLC
55 East 52nd Street
New York, New York 10055

 

It is proposed that this filing will become effective (check appropriate box)

oimmediately upon filing pursuant to paragraph (b)
oon (date) pursuant to paragraph (b)
o60 days after filing pursuant to paragraph (a)(1)
oon (date) pursuant to paragraph (a)(1)
o75 days after filing pursuant to paragraph (a)(2)
oon (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

othis post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.

Registrant elects to register an indefinite number of shares pursuant to Rule 24f-2 under the Investment Company Act of 1940.

Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

 
 

SUBJECT TO COMPLETION

Preliminary Prospectus Dated July 30, 2013

 

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

[ ], 2013

Prospectus  

 

BlackRock CoRI Funds  |  Investor A and Institutional Shares

 

>     BlackRock CoRI 2015 Fund

Investor A: [ ] • Institutional: [ ]

 

>     BlackRock CoRI 2017 Fund

Investor A: [ ] • Institutional: [ ]

 

>     BlackRock CoRI 2019 Fund

Investor A: [ ] • Institutional: [ ]

 

>     BlackRock CoRI 2021 Fund

Investor A: [ ] • Institutional: [ ]

 

>     BlackRock CoRI 2023 Fund

Investor A: [ ] • Institutional: [ ]

 

 

This Prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference.

 

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

 

Not FDIC Insured • No Bank Guarantee • May Lose Value

 

 
 

Table of Contents

 

             
Fund Overview   Key facts and details about the Funds, including investment objectives, principal investment strategies, principal risk factors, fee and expense information, and historical performance information        
    Key Facts About BlackRock CoRI 2015 Fund     3  
    Key Facts About BlackRock CoRI 2017 Fund     10  
    Key Facts About BlackRock CoRI 2019 Fund     17  
    Key Facts About BlackRock CoRI 2021 Fund     24  
    Key Facts About BlackRock CoRI 2023 Fund     31  
    Important Additional Information     38  
     
Details About the Funds   How Each Fund Invests     39  
    Investment Risks     44  
       
Account Information   Information about account services, sales charges & waivers, shareholder transactions, and distributions and other payments        
     How to Choose the Share Class that Best Suits Your Needs     55  
    Details About the Share Classes     56  
    Distribution and Service Payments     60  
    How to Buy, Sell, Exchange and Transfer Shares     61  
    Account Services and Privileges     66  
    Funds’ Rights     68  
    Participation in Fee-Based Programs     68  
    Short-Term Trading Policy     69  
             
     
Management of the Funds   Information about BlackRock and the Portfolio Managers        
      BlackRock     70  
    Portfolio Manager Information     72  
    Conflicts of Interest     72  
    Valuation of Fund Investments     73  
    Dividends, Distributions and Taxes     74  
       
Financial Highlights   Financial Performance of the Funds     75  
             
General Information   Shareholder Documents     76  
    Certain Fund Policies     76  
    Statement of Additional Information     77    
             
Glossary   Glossary of Investment Terms     78  
              
For More Information   Funds and Service Providers     Inside Back Cover  
    Additional Information     Back Cover  

 
 

Fund Overview

 

Key Facts about BlackRock CoRI 2015 Fund

 

Investment Objective


The investment objective of the BlackRock CoRI 2015 Fund (the “CoRI 2015 Fund” or the “Fund”) is to seek to provide long-term investment results that correspond to the total return of the BlackRock CoRI Retirement Index 2015 (the “CoRI Index 2015” or the “Index” ).

Fees and Expenses of the Fund


The table below describes the fees and expenses that you may pay if you buy and hold shares of the CoRI 2015 Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[ ] in the BlackRock-advised fund complex. More information about these and other discounts is available from your financial professional or your selected securities dealer, broker, investment adviser, service provider or industry professional (including BlackRock, The PNC Financial Services Group, Inc. and their respective affiliates) (each a “Financial Intermediary”) and in the “Details About the Share Classes” section on page [ ] of the Fund’s prospectus and in the “Purchase of Shares” section on page [ ] of the Fund’s statement of additional information.

 

                 
Shareholder Fees
(fees paid directly from your investment)
    Investor A
Shares
      Institutional
Shares
 
Maximum Sales Charge (Load) Imposed on Purchases
(as percentage of offering price)
    [  ]%       [  ]%  
Maximum Deferred Sales Charge (Load) (as percentage of offering price or redemption proceeds, whichever is lower)     None1       None  
                 

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

  Investor A
Shares
    Institutional
Shares
 
Management Fee     [  ]%       [  ]%  
Distribution and/or Service (12b-1) Fees     0.25%       None  
Other Expenses2     [  ]%       [  ]%  
Total Annual Fund Operating Expenses     [  ]%       [  ]%  
Fee Waivers and/or Expense Reimbursements [ 3 ]     [  ]%       [  ]%  
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements [ 3 ]     [  ]%       [  ]%  
                   
1  A contingent deferred sales charge (“CDSC”) of [1.00%] is assessed on certain redemptions of Investor A Shares made within [18] months after purchase where no initial sales charge was paid at time of purchase as part of an investment of [$1,000,000] or more.
2 “Other Expenses” are based on estimated amounts for the current fiscal year.
3 [As described in the “Management of the Funds” section of the Fund’s prospectus on page [  ], BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) to [  ]% of average daily net assets until [           , 201_]. The Fund may have to repay some of these waivers and reimbursements to BlackRock in the following two years. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund. ]

 

3
 

Example

This Example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

                   
    1 Year     3 Years    
Investor A Shares   $ [  ]     $ [  ]    
Institutional Shares   $ [  ]     $ [  ]    

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

Principal Investment Strategies of the Fund


Overview

The CoRI 2015 Fund has a “Pre-Maturity Date Period” and a “Post-Maturity Date Period”. Shares of the Fund will be offered on a continuous basis from the commencement of the Pre-Maturity Date Period until the termination of the Post-Maturity Date Period, at which time the Fund will begin its liquidation process.

The Pre-Maturity Date Period

The Pre-Maturity Date Period will run from the Fund’s commencement of operations through on or about June 30, 2015 (the “Maturity Date”). During the Pre-Maturity Date Period, the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2015. During this period , the CoRI Index 2015 will , in turn, seek to estimate the cost of lifetime income for an individual turning 65 in the year 2015.

An investor’s ability to realize investment results that correspond to the total return of the CoRI Index 2015 will depend, in part, on the reinvestment of all dividends and capital gains distributions, without redeeming any shares during the Pre-Maturity Date Period.  The value of an investor’s position in the Fund will be reduced if the investor takes any dividend s or distributions in cash instead of reinvesting them in additional shares of the Fund or redeems any Fund shares. As a result, any taxes on income earned or realized gains , or on share redemptions, during the Pre-Maturity Date Period must be paid by an investor with funds outside of his or her investment in the Fund.

The Post-Maturity Date Period

The Post-Maturity Date Period will commence on the day after the Maturity Date and will run for a period of 10 years, at which time the Fund will begin its liquidation process. The final liquidation, as well as any share redemptions prior thereto, will be a taxable transaction to investors. During the Post-Maturity Date Period, the Fund’s objective will remain the same and thus will continue to seek to provide long-term investment results that correspond to the total return of the CoRI Index 2015. The CoRI Index 2015 will, in turn, seek to track the actual cost of lifetime income for an individual turning 65 in the year 2015. The Fund will seek to increase the amount of dividends and distributions to investors during the Post-Maturity Date Period, which may include a return of capital. During this period, investors may elect to receive dividends and/or distributions in cash while continuing to realize investment results that correspond to the total return of the Index.  However, if an investor decides to reinvest all dividends and distributions in additional shares of the Fund, the investor can potentially realize investment results that exceed the total return of the Index.

The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund.

4
 

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed-income securities or other financial instruments, including derivatives, that are components of or have economic characteristics similar to the securities included in the CoRI Index 2015 or to the securities of issuers contained in the CoRI Index 2015. The CoRI Index 2015 is comprised of approximately 300 to 400 fixed-income securities, including corporate U.S. dollar-denominated bonds (issued by U.S. and non-U.S. entities), U.S. government bonds, and Treasuries (bonds and STRIPS). All securities in the CoRI Index 2015 are investment grade at each time the Index is rebalanced. Investment grade securities are those that, at the time of purchase, are rated in the higher rating categories by at least one of the recognized rating agencies (BBB- or higher by Standard & Poor’s (“S&P”) or Fitch Ratings (“Fitch”) or Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”)) or are determined by BlackRock to be of similar quality. Split rated securities (securities that receive different ratings from two or more rating agencies) are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the lower credit rating.

The Fund expects to maintain a duration that is within +/- 1.5 years of the duration of the CoRI Index 2015. The Fund may invest in a representative sample of the securities that comprise the CoRI Index 2015, or the Fund may purchase all of the securities in the Index. Securities are selected for investment by the Fund in accordance with the relative proportion of such securities, or issuers thereof, within the CoRI Index 2015, as well as based on credit quality, issuer sector, maturity structure, coupon rates and callability, among other factors.

In addition to the securities described above, the Fund may invest in bonds that include mortgage-backed securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage pass-through securities; commercial mortgage-backed securities; municipal securities; and asset-backed securities. The Fund may invest in bonds issued by companies located in countries other than the United States, including companies in emerging markets. These securities may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, floating rate, zero coupon, contingent, deferred, payment in kind and auction rate features.

BlackRock may utilize a systematic active portfolio overlay strategy that relies on proprietary quantitative models to seek to provide long-term investment results, net of fees, that correspond to the total return of the CoRI Index 2015. As part of this strategy, the Fund may invest up to 20% of its net assets (plus any borrowings for investment purposes) in securities or other financial instruments that are not components of the CoRI Index 2015 or in securities of issuers that are not included in the CoRI Index 2015, such as below investment grade securities. The goal of this overlay strategy is to offset the effects of fee drag and tracking error on the Fund’s total return relative to that of the CoRI Index 2015; this strategy is not designed to outperform the Index.

Although the Fund normally invests primarily in investment grade securities, it may invest up to 20% of its [total/net] assets in securities rated below investment grade or which, if unrated, are deemed to be of comparable quality by BlackRock (“high yield” or “junk” bonds) at the time of purchase. Below investment grade securities are securities that, at the time of purchase, are rated in the lower rating categories by at least one of the recognized rating agencies (BBB or lower by S&P or Fitch, or Ba1 or lower by Moody’s) or are determined by BlackRock to be of similar quality. Split rated securities are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the higher credit rating.

The Fund may invest in derivatives, such as futures contracts, options [ (including, but not limited to, options on swaps) ] and various other instruments (including, but not limited to, interest rate, total return, credit default and credit default index swaps (which can be used to transfer the credit risk of a security without actually transferring ownership of the security), credit-linked notes, and indexed and inverse floating-rate securities ) . The Fund may use derivatives, for example, in managing short-term liquidity, as substitutes for comparable positions in the securities in its benchmark index, in managing duration and/or to position the portfolio for anticipated market changes. The Fund may also use certain derivatives as part of the overlay strategy described above. The Fund may, but is not required to, use derivative or short sale transactions (which are transactions in which the Fund sells a borrowed security with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender) to hedge its risk against potential declines in value of a portfolio security or to enhance returns as part of its overall investment strategy. The Fund may also invest in forward foreign currency contracts.

Currently, the Fund is a stand-alone fund that seeks to achieve its investment objective by making direct investments. In the future, the Fund’s Board of Trustees may determine to convert the Fund into a master/feeder structure pursuant to which the Fund would seek to achieve its investment objective indirectly by investing substantially all of its assets in a master fund with the same investment objective and strategies as the Fund. This conversion may be made without shareholder approval, with at least 30 days’ prior notice to shareholders.  

5
 

Principal Risks of Investing in the Fund


Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. You may lose part or all of your investment in the Fund or your investment may not perform as well as other similar investments. The following is a summary description of principal risks of investing in the Fund.

nCounterparty Risk The counterparty to an over-the-counter derivatives contract or a borrower of the Fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.
nCredit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
nDebt Securities Risk — Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk. Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.
nDerivatives Risk — The Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Derivatives also may expose the Fund to greater risk and increase its costs. Certain transactions in derivatives involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund. Recent legislation calls for new regulation of the derivatives markets. The extent and impact of the regulation is not yet known and may not be known for some time. New regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives.
nDollar Rolls Risk — Dollar rolls involve the risk that the market value of the securities that the Fund is committed to buy may decline below the price of the securities the Fund has sold. These transactions may involve leverage.
nEarly Termination Risk —The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund. In such a case, the Fund may not achieve its investment objective, and you could lose money.
nEmerging Markets Risk  Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative. Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.
nExtension Risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these securities to fall.
nForeign Securities Risk — Foreign investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. These risks include:
nThe Fund generally holds its foreign securities and cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight.
nChanges in foreign currency exchange rates can affect the value of the Fund’s portfolio.
nThe economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position.
nThe governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.
nMany foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws.

Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments.

nGovernment Agency Securities Risk — Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the United States.
6
 
n[High Portfolio Turnover Risk — The Fund may engage in active and frequent trading of its portfolio securities. High portfolio turnover (more than 100% per annum ) may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. The sale of Fund portfolio securities may result in the realization and/or distribution to shareholders of higher capital gains or losses as compared to a fund with less active trading policies. These effects of higher than normal portfolio turnover may adversely affect Fund performance.]
n Index Risk — There is no guarantee that the Fund will achieve investment results that correlate to the performance of the CoRI Index 2015, and therefore achieve its investment objective. During the Pre-Maturity Date Period, the CoRI Index 2015 will seek to estimate the cost of lifetime income for an individual turning 65 in the year 2015. The CoRI Index 2015’s estimated cost is based on a proprietary methodology utilizing certain expected factors, such as longevity expectations, interest rates, time to retirement, and access to annuity contracts. Because these factors cannot be predicted with certainty, there is a risk that the CoRI Index 2015’s projections during the Pre-Maturity Date Period may differ from actual future results. In addition, during both the Pre-Maturity Date Period and the Post-Maturity Date Period, the methodology of the CoRI Index 2015 is supported by assumptions about the relationship between annuity pricing and fixed income markets, the accuracy of third party reporting and compilation of current annuity pricing, and the predictive nature of the components of the methodology. There is no assurance that these assumptions are correct or will perform in the manner that they have in the past. The CoRI Index 2015 is the property of BlackRock, Inc. and/or its subsidiaries, and is supported by proprietary BlackRock, Inc. research. Although BlackRock, Inc., the owner of the CoRI Index 2015, will obtain information from sources that BlackRock, Inc. considers to be reliable, none of BlackRock, Inc., its subsidiaries or any other third party involved in, or related to, compiling, computing or creating the information guarantees the accuracy and/or the completeness of any of this information. In addition, errors in index data may occur from time to time and may not be identified and corrected for a period of time, and may have an adverse impact on the Fund and its shareholders.
nInterest Rate Risk — Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall, and decrease as interest rates rise.
nMarket Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by BlackRock will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. Although the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2015, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the value of the Fund’s investments selected by BlackRock may decrease in value significantly. Any such decrease may have a materially adverse effect on the Fund and the value of your investment.
nMortgage- and Asset-Backed Securities Risks — Mortgage- and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-backed securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
nMunicipal Securities Risks — Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. These risks include:

General Obligation Bonds Risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

Revenue Bonds Risks — These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

Private Activity Bonds Risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment.

Moral Obligation Bonds Risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

Municipal Notes Risks — Municipal notes are shorter term municipal debt obligations. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and a Fund may lose money.

Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.

Tax-Exempt Status Risk — The Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities.

7
 
nNon-Investment Grade Securities Risk — Although non-investment grade securities generally pay higher rates of interest than investment grade bonds, non-investment grade securities are high risk investments that may cause income and principal losses for the Fund.
nPay-in-kind Bonds Risk — Similar to zero coupon obligations, pay-in-kind bonds also carry additional risk as holders of these types of securities realize no cash until the cash payment date unless a portion of such securities is sold and, if the issuer defaults, the Fund may obtain no return at all on its investment. The market price of pay-in-kind bonds is affected by interest rate changes to a greater extent, and therefore tends to be more volatile, than that of securities which pay interest in cash.
nPrepayment Risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields.
nRetirement Income Risk — The Fund does not provide a guarantee that sufficient capital appreciation will be achieved to provide adequate income at and through retirement. The Fund also does not ensure that you will have assets in your account sufficient to cover your retirement expenses or that you will have enough saved to be able to retire in the target year identified in the Fund name; this will depend on the amount of money you have invested in your Fund, the length of time you have held your investment, the returns of the markets over time, the amount you spend in retirement, and your other assets and income sources.
nShort Sales Risk — Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund may incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short.
n Tax Risk — An investor’s ability to achieve investment results that correspond to the total return of the CoRI Index 2015 will depend, in part, on the reinvestment in full of all dividends and distributions, without redemptions of Fund shares. For taxable accounts invested in the Fund, any tax liabilities stemming from Fund dividends and other distributions would need to be paid by the investor using funds from outside of his or her investment in the Fund in order for the investor to remain fully invested in the Fund. Tax liabilities from dividends, other distributions or share redemptions are not accounted for in the Fund’s tracking of the CoRI Index 2015. Such tax liabilities would include federal income taxes, the federal Medicare tax of 3.8% on net gain from investments and on net investment income (above certain income levels), and any applicable state and local taxes. Similarly, the final liquidation of the Fund, as well as any share redemptions prior thereto, will be taxable to investors. The CoRI Index 2015 does not account for investor tax liabilities from the Fund’s final liquidation or other share redemptions. Fund investors should consult their financial advisors before investing in the Fund.
nTracking Error Risk — Tracking error is the divergence of the Fund’s performance from that of the CoRI Index 2015. Tracking error may occur because the Fund has operating and other expenses that the CoRI Index 2015 does not. It may also occur because of differences between the securities held in the Fund’s portfolio and those included in the CoRI Index 2015, transaction costs, the Fund’s holding of cash, differences in timing of the accrual of dividends, changes to the CoRI Index 2015 or the need to meet various new or existing regulatory requirements. As a result, while the Fund will attempt to provide long-term investment results that correspond to the total return of the CoRI Index 2015, the Fund will tend to underperform the Index to some degree over time. In addition, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the Fund may underperform the CoRI Index 2015 significantly. Any such underperformance may have a materially adverse effect on the Fund and the value of your investment.
nTreasury Obligations Risk — Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so.
nU.S. Government Mortgage-Related Securities Risk — There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Mortgage-related securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”) are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the United States. GNMA securities also are supported by the right of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-related securities issued by Fannie Mae or Freddie Mac are solely the obligations of Fannie Mae or Freddie Mac, as the case may be, and are not backed by or entitled to the full faith and credit of the United States but are supported by the right of the issuer to borrow from the Treasury.
nU.S. Government Obligations Risk Certain securities in which the Fund may invest, including securities issued by certain U.S. Government agencies and U.S. Government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.
nZero Coupon Securities Risk — While interest payments are not made on such securities, holders of such securities are deemed to have received income (“phantom income”) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holder’s ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently. Longer term zero coupon bonds are more exposed to interest rate risk than shorter term zero coupon bonds. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash.

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Performance Information


Because the Fund has not commenced operations as of the date of this Prospectus , there is no historical performance information shown. Performance information will be presented after the Fund has been in operation for one full calendar year. Current performance information can be obtained by visiting www.blackrock.com/funds or can be obtained by phone at (800) 882-0052.

 

Investment Adviser


The Fund’s investment adviser is BlackRock Advisors, LLC (“BlackRock”). [The Fund’s sub-adviser is [ ]. Where applicable, the term BlackRock also refers to the Fund’s sub-adviser.]

 

Portfolio Managers


 

Name   Portfolio Manager
of the Fund Since
  Title
Scott Radell, CFA   2013   Managing Director of BlackRock, Inc.
James Mauro   2013   Director of BlackRock, Inc.

 

 

9
 

Fund Overview

 

Key Facts about BlackRock CoRI 2017 Fund

 

Investment Objective


The investment objective of the BlackRock CoRI 2017 Fund (the “CoRI 2017 Fund” or the “Fund”) is to seek to provide long-term investment results that correspond to the total return of the BlackRock CoRI Retirement Index 2017 (the “CoRI Index 2017” or the “Index” ).

Fees and Expenses of the Fund


The table below describes the fees and expenses that you may pay if you buy and hold shares of the CoRI 2017 Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[ ] in the BlackRock-advised fund complex. More information about these and other discounts is available from your financial professional or your selected securities dealer, broker, investment adviser, service provider or industry professional (including BlackRock, The PNC Financial Services Group, Inc. and their respective affiliates) (each a “Financial Intermediary”) and in the “Details About the Share Classes” section on page [ ] of the Fund’s prospectus and in the “Purchase of Shares” section on page [ ] of the Fund’s statement of additional information.

 

                 
Shareholder Fees
(fees paid directly from your investment)
    Investor A
Shares
      Institutional
Shares
 
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)     [  ]%       [  ]%  
Maximum Deferred Sales Charge (Load) (as percentage of offering price or redemption proceeds, whichever is lower)     None1       None  
                 

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

  Investor A
Shares
    Institutional
Shares
 
Management Fee     [  ]%       [  ]%  
Distribution and/or Service (12b-1) Fees     0.25%       None  
Other Expenses2     [  ]%       [  ]%  
Total Annual Fund Operating Expenses     [  ]%       [  ]%  
Fee Waivers and/or Expense Reimbursements [ 3 ]     [  ]%       [  ]%  
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements [ 3 ]     [  ]%       [  ]%  
                   
1  A contingent deferred sales charge (“CDSC”) of [1.00%] is assessed on certain redemptions of Investor A Shares made within [18] months after purchase where no initial sales charge was paid at time of purchase as part of an investment of [$1,000,000] or more.
2 “Other Expenses” are based on estimated amounts for the current fiscal year.
3 [ As described in the “Management of the Funds” section of the Fund’s prospectus on page [  ], BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) to [  ]% of average daily net assets until [           , 201_]. The Fund may have to repay some of these waivers and reimbursements to BlackRock in the following two years. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund. ]

 

10
 

Example

This Example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

                   
    1 Year     3 Years    
Investor A Shares   $ [  ]     $ [  ]    
Institutional Shares   $ [  ]     $ [  ]    

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

Principal Investment Strategies of the Fund


Overview

The CoRI 2017 Fund has a “Pre-Maturity Date Period” and a “Post-Maturity Date Period”. Shares of the Fund will be offered on a continuous basis from the commencement of the Pre-Maturity Date Period until the termination of the Post-Maturity Date Period, at which time the Fund will begin its liquidation process.

The Pre-Maturity Date Period

The Pre-Maturity Date Period will run from the Fund’s commencement of operations through on or about June 30, 2017 (the “Maturity Date”). During the Pre-Maturity Date Period, the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2017. During this period , the CoRI Index 2017 will , in turn, seek to estimate the cost of lifetime income for an individual turning 65 in the year 2017.

An investor’s ability to realize investment results that correspond to the total return of the CoRI Index 2017 will depend, in part, on the reinvestment of all dividends and capital gains distributions, without redeeming any shares during the Pre-Maturity Date Period.  The value of an investor’s position in the Fund will be reduced if the investor takes any dividend s or distributions in cash instead of reinvesting them in additional shares of the Fund or redeems any Fund shares. As a result, any taxes on income earned or realized gains , or on share redemptions, during the Pre-Maturity Date Period must be paid by an investor with funds outside of his or her investment in the Fund.

The Post-Maturity Date Period

The Post-Maturity Date Period will commence on the day after the Maturity Date and will run for a period of 10 years, at which time the Fund will begin its liquidation process. The final liquidation, as well as any share redemptions prior thereto, will be a taxable transaction to investors. During the Post-Maturity Date Period, the Fund’s objective will remain the same and thus will continue to seek to provide long-term investment results that correspond to the total return of the CoRI Index 2017. The CoRI Index 2017 will, in turn, seek to track the actual cost of lifetime income for an individual turning 65 in the year 2017. The Fund will seek to increase the amount of dividends and distributions to investors during the Post-Maturity Date Period, which may include a return of capital. During this period, investors may elect to receive dividends and/or distributions in cash while continuing to realize investment results that correspond to the total return of the Index.  However, if an investor decides to reinvest all dividends and distributions in additional shares of the Fund, the investor can potentially realize investment results that exceed the total return of the Index.

The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund.

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Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed-income securities or other financial instruments, including derivatives, that are components of or have economic characteristics similar to the securities included in the CoRI Index 2017 or to the securities of issuers contained in the CoRI Index 2017. The CoRI Index 2017 is comprised of approximately 300 to 400 fixed-income securities, including corporate U.S. dollar-denominated bonds (issued by U.S. and non-U.S. entities), U.S. government bonds, and Treasuries (bonds and STRIPS). All securities in the CoRI Index 2017 are investment grade at each time the Index is rebalanced. Investment grade securities are those that, at the time of purchase, are rated in the higher rating categories by at least one of the recognized rating agencies (BBB- or higher by Standard & Poor’s (“S&P”) or Fitch Ratings (“Fitch”) or Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”)) or are determined by BlackRock to be of similar quality. Split rated securities (securities that receive different ratings from two or more rating agencies) are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the lower credit rating.

The Fund expects to maintain a duration that is within +/- 1.5 years of the duration of the CoRI Index 2017. The Fund may invest in a representative sample of the securities that comprise the CoRI Index 2017, or the Fund may purchase all of the securities in the Index. Securities are selected for investment by the Fund in accordance with the relative proportion of such securities, or issuers thereof, within the CoRI Index 2017, as well as based on credit quality, issuer sector, maturity structure, coupon rates and callability, among other factors.

In addition to the securities described above, the Fund may invest in bonds that include mortgage-backed securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage pass-through securities; commercial mortgage-backed securities; municipal securities; and asset-backed securities. The Fund may invest in bonds issued by companies located in countries other than the United States, including companies in emerging markets. These securities may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, floating rate, zero coupon, contingent, deferred, payment in kind and auction rate features.

BlackRock may utilize a systematic active portfolio overlay strategy that relies on proprietary quantitative models to seek to provide long-term investment results, net of fees, that correspond to the total return of the CoRI Index 2017. As part of this strategy, the Fund may invest up to 20% of its net assets (plus any borrowings for investment purposes) in securities or other financial instruments that are not components of the CoRI Index 2017 or in securities of issuers that are not included in the CoRI Index 2017, such as below investment grade securities. The goal of this overlay strategy is to offset the effects of fee drag and tracking error on the Fund’s total return relative to that of the CoRI Index 2017; this strategy is not designed to outperform the Index.

Although the Fund normally invests primarily in investment grade securities, it may invest up to 20% of its [total/net] assets in securities rated below investment grade or which, if unrated, are deemed to be of comparable quality by BlackRock (“high yield” or “junk” bonds) at the time of purchase. Below investment grade securities are securities that, at the time of purchase, are rated in the lower rating categories by at least one of the recognized rating agencies (BBB or lower by S&P or Fitch, or Ba1 or lower by Moody’s) or are determined by BlackRock to be of similar quality. Split rated securities are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the higher credit rating.

The Fund may invest in derivatives, such as futures contracts, options [ (including, but not limited to, options on swaps) ] and various other instruments (including, but not limited to, interest rate, total return, credit default and credit default index swaps (which can be used to transfer the credit risk of a security without actually transferring ownership of the security), credit-linked notes, and indexed and inverse floating-rate securities ) . The Fund may use derivatives, for example, in managing short-term liquidity, as substitutes for comparable positions in the securities in its benchmark index, in managing duration and/or to position the portfolio for anticipated market changes. The Fund may also use certain derivatives as part of the overlay strategy described above. The Fund may, but is not required to, use derivative or short sale transactions (which are transactions in which the Fund sells a borrowed security with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender) to hedge its risk against potential declines in value of a portfolio security or to enhance returns as part of its overall investment strategy. The Fund may also invest in forward foreign currency contracts.

Currently, the Fund is a stand-alone fund that seeks to achieve its investment objective by making direct investments. In the future, the Fund’s Board of Trustees may determine to convert the Fund into a master/feeder structure pursuant to which the Fund would seek to achieve its investment objective indirectly by investing substantially all of its assets in a master fund with the same investment objective and strategies as the Fund. This conversion may be made without shareholder approval, with at least 30 days’ prior notice to shareholders.  

12
 

Principal Risks of Investing in the Fund


Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. You may lose part or all of your investment in the Fund or your investment may not perform as well as other similar investments. The following is a summary description of principal risks of investing in the Fund.

nCounterparty Risk The counterparty to an over-the-counter derivatives contract or a borrower of the Fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.
nCredit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
nDebt Securities Risk — Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk. Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.
nDerivatives Risk — The Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Derivatives also may expose the Fund to greater risk and increase its costs. Certain transactions in derivatives involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund. Recent legislation calls for new regulation of the derivatives markets. The extent and impact of the regulation is not yet known and may not be known for some time. New regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives.
nDollar Rolls Risk — Dollar rolls involve the risk that the market value of the securities that the Fund is committed to buy may decline below the price of the securities the Fund has sold. These transactions may involve leverage.
nEarly Termination Risk —The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund. In such a case, the Fund may not achieve its investment objective, and you could lose money.
nEmerging Markets Risk  Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative. Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.
nExtension Risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these securities to fall.
nForeign Securities Risk — Foreign investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. These risks include:
nThe Fund generally holds its foreign securities and cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight.
nChanges in foreign currency exchange rates can affect the value of the Fund’s portfolio.
nThe economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position.
nThe governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.
nMany foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws.

Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments.

13
 
nGovernment Agency Securities Risk — Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the United States.
n[High Portfolio Turnover Risk — The Fund may engage in active and frequent trading of its portfolio securities. High portfolio turnover (more than 100% per annum ) may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. The sale of Fund portfolio securities may result in the realization and/or distribution to shareholders of higher capital gains or losses as compared to a fund with less active trading policies. These effects of higher than normal portfolio turnover may adversely affect Fund performance.]
n Index Risk — There is no guarantee that the Fund will achieve investment results that correlate to the performance of the CoRI Index 2017, and therefore achieve its investment objective. During the Pre-Maturity Date Period, the CoRI Index 2017 will seek to estimate the cost of lifetime income for an individual turning 65 in the year 2017. The CoRI Index 2017’s estimated cost is based on a proprietary methodology utilizing certain expected factors, such as longevity expectations, interest rates, time to retirement, and access to annuity contracts. Because these factors cannot be predicted with certainty, there is a risk that the CoRI Index 2017’s projections during the Pre-Maturity Date Period may differ from actual future results. In addition, during both the Pre-Maturity Date Period and the Post-Maturity Date Period, the methodology of the CoRI Index 2017 is supported by assumptions about the relationship between annuity pricing and fixed income markets, the accuracy of third party reporting and compilation of current annuity pricing, and the predictive nature of the components of the methodology. There is no assurance that these assumptions are correct or will perform in the manner that they have in the past. The CoRI Index 2017 is the property of BlackRock, Inc. and/or its subsidiaries, and is supported by proprietary BlackRock, Inc. research. Although BlackRock, Inc., the owner of the CoRI Index 2017, will obtain information from sources that BlackRock, Inc. considers to be reliable, none of BlackRock, Inc., its subsidiaries or any other third party involved in, or related to, compiling, computing or creating the information guarantees the accuracy and/or the completeness of any of this information. In addition, errors in index data may occur from time to time and may not be identified and corrected for a period of time, and may have an adverse impact on the Fund and its shareholders.

 

nInterest Rate Risk — Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall, and decrease as interest rates rise.
nMarket Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by BlackRock will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. Although the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2017, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the value of the Fund’s investments selected by BlackRock may decrease in value significantly. Any such decrease may have a materially adverse effect on the Fund and the value of your investment.
nMortgage- and Asset-Backed Securities Risks — Mortgage- and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-backed securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
nMunicipal Securities Risks — Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. These risks include:

General Obligation Bonds Risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

Revenue Bonds Risks — These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

Private Activity Bonds Risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment.

Moral Obligation Bonds Risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

Municipal Notes Risks — Municipal notes are shorter term municipal debt obligations. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and a Fund may lose money.

Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.

Tax-Exempt Status Risk — The Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities.

14
 

nNon-Investment Grade Securities Risk — Although non-investment grade securities generally pay higher rates of interest than investment grade bonds, non-investment grade securities are high risk investments that may cause income and principal losses for the Fund.
nPay-in-kind Bonds Risk — Similar to zero coupon obligations, pay-in-kind bonds also carry additional risk as holders of these types of securities realize no cash until the cash payment date unless a portion of such securities is sold and, if the issuer defaults, the Fund may obtain no return at all on its investment. The market price of pay-in-kind bonds is affected by interest rate changes to a greater extent, and therefore tends to be more volatile, than that of securities which pay interest in cash.
nPrepayment Risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields.
nRetirement Income Risk — The Fund does not provide a guarantee that sufficient capital appreciation will be achieved to provide adequate income at and through retirement. The Fund also does not ensure that you will have assets in your account sufficient to cover your retirement expenses or that you will have enough saved to be able to retire in the target year identified in the Fund name; this will depend on the amount of money you have invested in your Fund, the length of time you have held your investment, the returns of the markets over time, the amount you spend in retirement, and your other assets and income sources.
nShort Sales Risk — Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund may incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short.
n Tax Risk — An investor’s ability to achieve investment results that correspond to the total return of the CoRI Index 2017 will depend, in part, on the reinvestment in full of all dividends and distributions, without redemptions of Fund shares. For taxable accounts invested in the Fund, any tax liabilities stemming from Fund dividends and other distributions would need to be paid by the investor using funds from outside of his or her investment in the Fund in order for the investor to remain fully invested in the Fund. Tax liabilities from dividends, other distributions or share redemptions are not accounted for in the Fund’s tracking of the CoRI Index 2017. Such tax liabilities would include federal income taxes, the federal Medicare tax of 3.8% on net gain from investments and on net investment income (above certain income levels), and any applicable state and local taxes. Similarly, the final liquidation of the Fund, as well as any share redemptions prior thereto, will be taxable to investors. The CoRI Index 2017 does not account for investor tax liabilities from the Fund’s final liquidation or other share redemptions. Fund investors should consult their financial advisors before investing in the Fund.
nTracking Error Risk — Tracking error is the divergence of the Fund’s performance from that of the CoRI Index 2017. Tracking error may occur because the Fund has operating and other expenses that the CoRI Index 2017 does not. It may also occur because of differences between the securities held in the Fund’s portfolio and those included in the CoRI Index 2017, transaction costs, the Fund’s holding of cash, differences in timing of the accrual of dividends, changes to the CoRI Index 2017 or the need to meet various new or existing regulatory requirements. As a result, while the Fund will attempt to provide long-term investment results that correspond to the total return of the CoRI Index 2017, the Fund will tend to underperform the Index to some degree over time. In addition, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the Fund may underperform the CoRI Index 2017 significantly. Any such underperformance may have a materially adverse effect on the Fund and the value of your investment.
nTreasury Obligations Risk — Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so.
nU.S. Government Mortgage-Related Securities Risk — There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Mortgage-related securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”) are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the United States. GNMA securities also are supported by the right of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-related securities issued by Fannie Mae or Freddie Mac are solely the obligations of Fannie Mae or Freddie Mac, as the case may be, and are not backed by or entitled to the full faith and credit of the United States but are supported by the right of the issuer to borrow from the Treasury.
nU.S. Government Obligations Risk Certain securities in which the Fund may invest, including securities issued by certain U.S. Government agencies and U.S. Government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.
nZero Coupon Securities Risk — While interest payments are not made on such securities, holders of such securities are deemed to have received income (“phantom income”) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holder’s ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently. Longer term zero coupon bonds are more exposed to interest rate risk than shorter term zero coupon bonds. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash.

15
 

Performance Information


Because the Fund has not commenced operations as of the date of this Prospectus , there is no historical performance information shown. Performance information will be presented after the Fund has been in operation for one full calendar year. Current performance information can be obtained by visiting www.blackrock.com/funds or can be obtained by phone at (800) 882-0052.

 

Investment Adviser


The Fund’s investment adviser is BlackRock Advisors, LLC (“BlackRock”). [The Fund’s sub-adviser is [ ]. Where applicable, the term BlackRock also refers to the Fund’s sub-adviser.]

 

Portfolio Managers


 

         
     
Name   Portfolio Manager
of the Fund Since
  Title
Scott Radell, CFA   2013   Managing Director of BlackRock, Inc.
James Mauro   2013   Director of BlackRock, Inc.
16
 

Fund Overview

 

Key Facts about BlackRock CoRI 2019 Fund

 

Investment Objective


The investment objective of the BlackRock CoRI 2019 Fund (the “CoRI 2019 Fund” or the “Fund”) is to seek to provide long-term investment results that correspond to the total return of the BlackRock CoRI Retirement Index 2019 (the “CoRI Index 2019” or the “Index” ).

Fees and Expenses of the Fund


The table below describes the fees and expenses that you may pay if you buy and hold shares of the CoRI 2019 Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[ ] in the BlackRock-advised fund complex. More information about these and other discounts is available from your financial professional or your selected securities dealer, broker, investment adviser, service provider or industry professional (including BlackRock, The PNC Financial Services Group, Inc. and their respective affiliates) (each a “Financial Intermediary”) and in the “Details About the Share Classes” section on page [ ] of the Fund’s prospectus and in the “Purchase of Shares” section on page [ ] of the Fund’s statement of additional information.

 

                 
Shareholder Fees
(fees paid directly from your investment)
    Investor A
Shares
      Institutional
Shares
 
Maximum Sales Charge (Load) Imposed on Purchases (as percentage of offering price)     [  ]%       [  ]%  
Maximum Deferred Sales Charge (Load) (as percentage of offering price or redemption proceeds, whichever is lower)     None1       None  
                 

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

  Investor A
Shares
    Institutional
Shares
 
Management Fee     [  ]%       [  ]%  
Distribution and/or Service (12b-1) Fees     0.25%       None  
Other Expenses2     [  ]%       [  ]%  
Total Annual Fund Operating Expenses     [  ]%       [  ]%  
Fee Waivers and/or Expense Reimbursements [ 3 ]     [  ]%       [  ]%  
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements [ 3 ]     [  ]%       [  ]%  
                   
1  A contingent deferred sales charge (“CDSC”) of [1.00%] is assessed on certain redemptions of Investor A Shares made within [18] months after purchase where no initial sales charge was paid at time of purchase as part of an investment of [$1,000,000] or more.
2 “Other Expenses” are based on estimated amounts for the current fiscal year.
3 [ As described in the “Management of the Funds” section of the Fund’s prospectus on page [  ], BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) to [  ]% of average daily net assets until [           , 201_]. The Fund may have to repay some of these waivers and reimbursements to BlackRock in the following two years. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund. ]

 

17
 

Example

This Example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

                   
    1 Year     3 Years    
Investor A Shares   $ [  ]     $ [  ]    
Institutional Shares   $ [  ]     $ [  ]    

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

Principal Investment Strategies of the Fund


Overview

The CoRI 2019 Fund has a “Pre-Maturity Date Period” and a “Post-Maturity Date Period”. Shares of the Fund will be offered on a continuous basis from the commencement of the Pre-Maturity Date Period until the termination of the Post-Maturity Date Period, at which time the Fund will begin its liquidation process.

The Pre-Maturity Date Period

The Pre-Maturity Date Period will run from the Fund’s commencement of operations through on or about June 30, 2019 (the “Maturity Date”). During the Pre-Maturity Date Period, the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2019. During this period , the CoRI Index 2019 will , in turn, seek to estimate the cost of lifetime income for an individual turning 65 in the year 2019.

An investor’s ability to realize investment results that correspond to the total return of the CoRI Index 2019 will depend, in part, on the reinvestment of all dividends and capital gains distributions, without redeeming any shares during the Pre-Maturity Date Period.  The value of an investor’s position in the Fund will be reduced if the investor takes any dividend s or distributions in cash instead of reinvesting them in additional shares of the Fund or redeems any Fund shares. As a result, any taxes on income earned or realized gains , or on share redemptions, during the Pre-Maturity Date Period must be paid by an investor with funds outside of his or her investment in the Fund.

The Post-Maturity Date Period

The Post-Maturity Date Period will commence on the day after the Maturity Date and will run for a period of 10 years, at which time the Fund will begin its liquidation process. The final liquidation, as well as any share redemptions prior thereto, will be a taxable transaction to investors. During the Post-Maturity Date Period, the Fund’s objective will remain the same and thus will continue to seek to provide long-term investment results that correspond to the total return of the CoRI Index 2019. The CoRI Index 2019 will, in turn, seek to track the actual cost of lifetime income for an individual turning 65 in the year 2019. The Fund will seek to increase the amount of dividends and distributions to investors during the Post-Maturity Date Period, which may include a return of capital. During this period, investors may elect to receive dividends and/or distributions in cash while continuing to realize investment results that correspond to the total return of the Index.  However, if an investor decides to reinvest all dividends and distributions in additional shares of the Fund, the investor can potentially realize investment results that exceed the total return of the Index.

The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund.

18
 

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed-income securities or other financial instruments, including derivatives, that are components of or have economic characteristics similar to the securities included in the CoRI Index 2019 or to the securities of issuers contained in the CoRI Index 2019. The CoRI Index 2019 is comprised of approximately 300 to 400 fixed-income securities, including corporate U.S. dollar-denominated bonds (issued by U.S. and non-U.S. entities), U.S. government bonds, and Treasuries (bonds and STRIPS). All securities in the CoRI Index 2019 are investment grade at each time the Index is rebalanced. Investment grade securities are those that, at the time of purchase, are rated in the higher rating categories by at least one of the recognized rating agencies (BBB- or higher by Standard & Poor’s (“S&P”) or Fitch Ratings (“Fitch”) or Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”)) or are determined by BlackRock to be of similar quality. Split rated securities (securities that receive different ratings from two or more rating agencies) are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the lower credit rating.

The Fund expects to maintain a duration that is within +/- 1.5 years of the duration of the CoRI Index 2019. The Fund may invest in a representative sample of the securities that comprise the CoRI Index 2019, or the Fund may purchase all of the securities in the Index. Securities are selected for investment by the Fund in accordance with the relative proportion of such securities, or issuers thereof, within the CoRI Index 2019, as well as based on credit quality, issuer sector, maturity structure, coupon rates and callability, among other factors.

In addition to the securities described above, the Fund may invest in bonds that include mortgage-backed securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage pass-through securities; commercial mortgage-backed securities; municipal securities; and asset-backed securities. The Fund may invest in bonds issued by companies located in countries other than the United States, including companies in emerging markets. These securities may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, floating rate, zero coupon, contingent, deferred, payment in kind and auction rate features.

BlackRock may utilize a systematic active portfolio overlay strategy that relies on proprietary quantitative models to seek to provide long-term investment results, net of fees, that correspond to the total return of the CoRI Index 2019. As part of this strategy, the Fund may invest up to 20% of its net assets (plus any borrowings for investment purposes) in securities or other financial instruments that are not components of the CoRI Index 2019 or in securities of issuers that are not included in the CoRI Index 2019, such as below investment grade securities. The goal of this overlay strategy is to offset the effects of fee drag and tracking error on the Fund’s total return relative to that of the CoRI Index 2019; this strategy is not designed to outperform the Index.

Although the Fund normally invests primarily in investment grade securities, it may invest up to 20% of its [total/net] assets in securities rated below investment grade or which, if unrated, are deemed to be of comparable quality by BlackRock (“high yield” or “junk” bonds) at the time of purchase. Below investment grade securities are securities that, at the time of purchase, are rated in the lower rating categories by at least one of the recognized rating agencies (BBB or lower by S&P or Fitch, or Ba1 or lower by Moody’s) or are determined by BlackRock to be of similar quality. Split rated securities are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the higher credit rating.

The Fund may invest in derivatives, such as futures contracts, options [ (including, but not limited to, options on swaps) ] and various other instruments (including, but not limited to, interest rate, total return, credit default and credit default index swaps (which can be used to transfer the credit risk of a security without actually transferring ownership of the security), credit-linked notes, and indexed and inverse floating-rate securities ) . The Fund may use derivatives, for example, in managing short-term liquidity, as substitutes for comparable positions in the securities in its benchmark index, in managing duration and/or to position the portfolio for anticipated market changes. The Fund may also use certain derivatives as part of the overlay strategy described above. The Fund may, but is not required to, use derivative or short sale transactions (which are transactions in which the Fund sells a borrowed security with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender) to hedge its risk against potential declines in value of a portfolio security or to enhance returns as part of its overall investment strategy. The Fund may also invest in forward foreign currency contracts.

Currently, the Fund is a stand-alone fund that seeks to achieve its investment objective by making direct investments. In the future, the Fund’s Board of Trustees may determine to convert the Fund into a master/feeder structure pursuant to which the Fund would seek to achieve its investment objective indirectly by investing substantially all of its assets in a master fund with the same investment objective and strategies as the Fund. This conversion may be made without shareholder approval, with at least 30 days’ prior notice to shareholders.  

19
 

Principal Risks of Investing in the Fund


Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. You may lose part or all of your investment in the Fund or your investment may not perform as well as other similar investments. The following is a summary description of principal risks of investing in the Fund.

nCounterparty Risk The counterparty to an over-the-counter derivatives contract or a borrower of the Fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.
nCredit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
nDebt Securities Risk — Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk. Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.
nDerivatives Risk — The Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Derivatives also may expose the Fund to greater risk and increase its costs. Certain transactions in derivatives involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund. Recent legislation calls for new regulation of the derivatives markets. The extent and impact of the regulation is not yet known and may not be known for some time. New regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives.
nDollar Rolls Risk — Dollar rolls involve the risk that the market value of the securities that the Fund is committed to buy may decline below the price of the securities the Fund has sold. These transactions may involve leverage.
nEarly Termination Risk —The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund. In such a case, the Fund may not achieve its investment objective, and you could lose money.
nEmerging Markets Risk  Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative. Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.
nExtension Risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these securities to fall.
nForeign Securities Risk — Foreign investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. These risks include:
nThe Fund generally holds its foreign securities and cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight.
nChanges in foreign currency exchange rates can affect the value of the Fund’s portfolio.
nThe economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position.
nThe governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.
nMany foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws.

Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments.

20
 
nGovernment Agency Securities Risk — Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the United States.
n[High Portfolio Turnover Risk — The Fund may engage in active and frequent trading of its portfolio securities. High portfolio turnover (more than 100% per annum ) may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. The sale of Fund portfolio securities may result in the realization and/or distribution to shareholders of higher capital gains or losses as compared to a fund with less active trading policies. These effects of higher than normal portfolio turnover may adversely affect Fund performance.]
n Index Risk — There is no guarantee that the Fund will achieve investment results that correlate to the performance of the CoRI Index 2019, and therefore achieve its investment objective. During the Pre-Maturity Date Period, the CoRI Index 2019 will seek to estimate the cost of lifetime income for an individual turning 65 in the year 2019. The CoRI Index 2019’s estimated cost is based on a proprietary methodology utilizing certain expected factors, such as longevity expectations, interest rates, time to retirement, and access to annuity contracts. Because these factors cannot be predicted with certainty, there is a risk that the CoRI Index 2019’s projections during the Pre-Maturity Date Period may differ from actual future results. In addition, during both the Pre-Maturity Date Period and the Post-Maturity Date Period, the methodology of the CoRI Index 2019 is supported by assumptions about the relationship between annuity pricing and fixed income markets, the accuracy of third party reporting and compilation of current annuity pricing, and the predictive nature of the components of the methodology. There is no assurance that these assumptions are correct or will perform in the manner that they have in the past. The CoRI Index 2019 is the property of BlackRock, Inc. and/or its subsidiaries, and is supported by proprietary BlackRock, Inc. research. Although BlackRock, Inc., the owner of the CoRI Index 2019, will obtain information from sources that BlackRock, Inc. considers to be reliable, none of BlackRock, Inc., its subsidiaries or any other third party involved in, or related to, compiling, computing or creating the information guarantees the accuracy and/or the completeness of any of this information. In addition, errors in index data may occur from time to time and may not be identified and corrected for a period of time, and may have an adverse impact on the Fund and its shareholders.

 

nInterest Rate Risk — Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall, and decrease as interest rates rise.
nMarket Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by BlackRock will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. Although the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2019, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the value of the Fund’s investments selected by BlackRock may decrease in value significantly. Any such decrease may have a materially adverse effect on the Fund and the value of your investment.
nMortgage- and Asset-Backed Securities Risks — Mortgage- and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-backed securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
nMunicipal Securities Risks — Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. These risks include:

General Obligation Bonds Risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

Revenue Bonds Risks — These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

Private Activity Bonds Risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment.

Moral Obligation Bonds Risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

Municipal Notes Risks — Municipal notes are shorter term municipal debt obligations. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and a Fund may lose money.

Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.

Tax-Exempt Status Risk — The Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities.

21
 
nNon-Investment Grade Securities Risk — Although non-investment grade securities generally pay higher rates of interest than investment grade bonds, non-investment grade securities are high risk investments that may cause income and principal losses for the Fund.
nPay-in-kind Bonds Risk — Similar to zero coupon obligations, pay-in-kind bonds also carry additional risk as holders of these types of securities realize no cash until the cash payment date unless a portion of such securities is sold and, if the issuer defaults, the Fund may obtain no return at all on its investment. The market price of pay-in-kind bonds is affected by interest rate changes to a greater extent, and therefore tends to be more volatile, than that of securities which pay interest in cash.
nPrepayment Risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields.
nRetirement Income Risk — The Fund does not provide a guarantee that sufficient capital appreciation will be achieved to provide adequate income at and through retirement. The Fund also does not ensure that you will have assets in your account sufficient to cover your retirement expenses or that you will have enough saved to be able to retire in the target year identified in the Fund name; this will depend on the amount of money you have invested in your Fund, the length of time you have held your investment, the returns of the markets over time, the amount you spend in retirement, and your other assets and income sources.
nShort Sales Risk — Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund may incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short.
n Tax Risk — An investor’s ability to achieve investment results that correspond to the total return of the CoRI Index 2019 will depend, in part, on the reinvestment in full of all dividends and distributions, without redemptions of Fund shares. For taxable accounts invested in the Fund, any tax liabilities stemming from Fund dividends and other distributions would need to be paid by the investor using funds from outside of his or her investment in the Fund in order for the investor to remain fully invested in the Fund. Tax liabilities from dividends, other distributions or share redemptions are not accounted for in the Fund’s tracking of the CoRI Index 2019. Such tax liabilities would include federal income taxes, the federal Medicare tax of 3.8% on net gain from investments and on net investment income (above certain income levels), and any applicable state and local taxes. Similarly, the final liquidation of the Fund, as well as any share redemptions prior thereto, will be taxable to investors. The CoRI Index 2019 does not account for investor tax liabilities from the Fund’s final liquidation or other share redemptions. Fund investors should consult their financial advisors before investing in the Fund.
nTracking Error Risk — Tracking error is the divergence of the Fund’s performance from that of the CoRI Index 2019. Tracking error may occur because the Fund has operating and other expenses that the CoRI Index 2019 does not. It may also occur because of differences between the securities held in the Fund’s portfolio and those included in the CoRI Index 2019, transaction costs, the Fund’s holding of cash, differences in timing of the accrual of dividends, changes to the CoRI Index 2019 or the need to meet various new or existing regulatory requirements. As a result, while the Fund will attempt to provide long-term investment results that correspond to the total return of the CoRI Index 2019, the Fund will tend to underperform the Index to some degree over time. In addition, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the Fund may underperform the CoRI Index 2019 significantly. Any such underperformance may have a materially adverse effect on the Fund and the value of your investment.
nTreasury Obligations Risk — Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so.
nU.S. Government Mortgage-Related Securities Risk — There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Mortgage-related securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”) are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the United States. GNMA securities also are supported by the right of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-related securities issued by Fannie Mae or Freddie Mac are solely the obligations of Fannie Mae or Freddie Mac, as the case may be, and are not backed by or entitled to the full faith and credit of the United States but are supported by the right of the issuer to borrow from the Treasury.
nU.S. Government Obligations Risk Certain securities in which the Fund may invest, including securities issued by certain U.S. Government agencies and U.S. Government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.
nZero Coupon Securities Risk — While interest payments are not made on such securities, holders of such securities are deemed to have received income (“phantom income”) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holder’s ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently. Longer term zero coupon bonds are more exposed to interest rate risk than shorter term zero coupon bonds. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash.
22
 

Performance Information


Because the Fund has not commenced operations as of the date of this Prospectus , there is no historical performance information shown. Performance information will be presented after the Fund has been in operation for one full calendar year. Current performance information can be obtained by visiting www.blackrock.com/funds or can be obtained by phone at (800) 882-0052.

 

Investment Adviser


The Fund’s investment adviser is BlackRock Advisors, LLC (“BlackRock”). [The Fund’s sub-adviser is [ ]. Where applicable, the term BlackRock also refers to the Fund’s sub-adviser.]

 

Portfolio Managers


 

         
     
Name   Portfolio Manager
of the Fund Since
  Title
Scott Radell, CFA   2013   Managing Director of BlackRock, Inc.
James Mauro   2013   Director of BlackRock, Inc.
23
 

Fund Overview

 

Key Facts about BlackRock CoRI 2021 Fund

 

Investment Objective


The investment objective of the BlackRock CoRI 2021 Fund (the “CoRI 2021 Fund” or the “Fund”) is to seek to provide long-term investment results that correspond to the total return of the BlackRock CoRI Retirement Index 2021 (the “CoRI Index 2021” or the “Index” ).

Fees and Expenses of the Fund


The table below describes the fees and expenses that you may pay if you buy and hold shares of the CoRI 2021 Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[ ] in the BlackRock-advised fund complex. More information about these and other discounts is available from your financial professional or your selected securities dealer, broker, investment adviser, service provider or industry professional (including BlackRock, The PNC Financial Services Group, Inc. and their respective affiliates) (each a “Financial Intermediary”) and in the “Details About the Share Classes” section on page [ ] of the Fund’s prospectus and in the “Purchase of Shares” section on page [ ] of the Fund’s statement of additional information.

 

                 
Shareholder Fees
(fees paid directly from your investment)
    Investor A
Shares
      Institutional
Shares
 
Maximum Sales Charge (Load) Imposed on Purchases
(as percentage of offering price)
    [  ]%       [  ]%  
Maximum Deferred Sales Charge (Load) (as percentage of offering price or redemption proceeds, whichever is lower)     None1       None  
                 

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

  Investor A
Shares
    Institutional
Shares
 
Management Fee     [  ]%       [  ]%  
Distribution and/or Service (12b-1) Fees     0.25%       None  
Other Expenses2     [  ]%       [  ]%  
Total Annual Fund Operating Expenses     [  ]%       [  ]%  
Fee Waivers and/or Expense Reimbursements[3 ]     [  ]%       [  ]%  
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements [ 3 ]     [  ]%       [  ]%  
                   
1  A contingent deferred sales charge (“CDSC”) of [1.00%] is assessed on certain redemptions of Investor A Shares made within [18] months after purchase where no initial sales charge was paid at time of purchase as part of an investment of [$1,000,000] or more.
2 “Other Expenses” are based on estimated amounts for the current fiscal year.
3 [ As described in the “Management of the Funds” section of the Fund’s prospectus on page [  ], BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) to [  ]% of average daily net assets until [           , 201_]. The Fund may have to repay some of these waivers and reimbursements to BlackRock in the following two years. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund. ]

 

24
 

Example

This Example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

                   
    1 Year     3 Years    
Investor A Shares   $ [  ]     $ [  ]    
Institutional Shares   $ [  ]     $ [  ]    

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

Principal Investment Strategies of the Fund


Overview

The CoRI 2021 Fund has a “Pre-Maturity Date Period” and a “Post-Maturity Date Period”. Shares of the Fund will be offered on a continuous basis from the commencement of the Pre-Maturity Date Period until the termination of the Post-Maturity Date Period, at which time the Fund will begin its liquidation process.

The Pre-Maturity Date Period

The Pre-Maturity Date Period will run from the Fund’s commencement of operations through on or about June 30, 2021 (the “Maturity Date”). During the Pre-Maturity Date Period, the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2021. During this period , the CoRI Index 2021 will , in turn, seek to estimate the cost of lifetime income for an individual turning 65 in the year 2021.

An investor’s ability to realize investment results that correspond to the total return of the CoRI Index 2021 will depend, in part, on the reinvestment of all dividends and capital gains distributions, without redeeming any shares during the Pre-Maturity Date Period.  The value of an investor’s position in the Fund will be reduced if the investor takes any dividend s or distributions in cash instead of reinvesting them in additional shares of the Fund or redeems any Fund shares. As a result, any taxes on income earned or realized gains , or on share redemptions, during the Pre-Maturity Date Period must be paid by an investor with funds outside of his or her investment in the Fund.

The Post-Maturity Date Period

The Post-Maturity Date Period will commence on the day after the Maturity Date and will run for a period of 10 years, at which time the Fund will begin its liquidation process. The final liquidation, as well as any share redemptions prior thereto, will be a taxable transaction to investors. During the Post-Maturity Date Period, the Fund’s objective will remain the same and thus will continue to seek to provide long-term investment results that correspond to the total return of the CoRI Index 2021. The CoRI Index 2021 will, in turn, seek to track the actual cost of lifetime income for an individual turning 65 in the year 2021. The Fund will seek to increase the amount of dividends and distributions to investors during the Post-Maturity Date Period, which may include a return of capital. During this period, investors may elect to receive dividends and/or distributions in cash while continuing to realize investment results that correspond to the total return of the Index.  However, if an investor decides to reinvest all dividends and distributions in additional shares of the Fund, the investor can potentially realize investment results that exceed the total return of the Index.

The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund.

25
 

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed-income securities or other financial instruments, including derivatives, that are components of or have economic characteristics similar to the securities included in the CoRI Index 2021 or to the securities of issuers contained in the CoRI Index 2021. The CoRI Index 2021 is comprised of approximately 300 to 400 fixed-income securities, including corporate U.S. dollar-denominated bonds (issued by U.S. and non-U.S. entities), U.S. government bonds, and Treasuries (bonds and STRIPS). All securities in the CoRI Index 2021 are investment grade at each time the Index is rebalanced. Investment grade securities are those that, at the time of purchase, are rated in the higher rating categories by at least one of the recognized rating agencies (BBB- or higher by Standard & Poor’s (“S&P”) or Fitch Ratings (“Fitch”) or Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”)) or are determined by BlackRock to be of similar quality. Split rated securities (securities that receive different ratings from two or more rating agencies) are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the lower credit rating.

The Fund expects to maintain a duration that is within +/- 1.5 years of the duration of the CoRI Index 2021. The Fund may invest in a representative sample of the securities that comprise the CoRI Index 2021, or the Fund may purchase all of the securities in the Index. Securities are selected for investment by the Fund in accordance with the relative proportion of such securities, or issuers thereof, within the CoRI Index 2021, as well as based on credit quality, issuer sector, maturity structure, coupon rates and callability, among other factors.

In addition to the securities described above, the Fund may invest in bonds that include mortgage-backed securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage pass-through securities; commercial mortgage-backed securities; municipal securities; and asset-backed securities. The Fund may invest in bonds issued by companies located in countries other than the United States, including companies in emerging markets. These securities may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, floating rate, zero coupon, contingent, deferred, payment in kind and auction rate features.

BlackRock may utilize a systematic active portfolio overlay strategy that relies on proprietary quantitative models to seek to provide long-term investment results, net of fees, that correspond to the total return of the CoRI Index 2021. As part of this strategy, the Fund may invest up to 20% of its net assets (plus any borrowings for investment purposes) in securities or other financial instruments that are not components of the CoRI Index 2021 or in securities of issuers that are not included in the CoRI Index 2021, such as below investment grade securities. The goal of this overlay strategy is to offset the effects of fee drag and tracking error on the Fund’s total return relative to that of the CoRI Index 2021; this strategy is not designed to outperform the Index.

Although the Fund normally invests primarily in investment grade securities, it may invest up to 20% of its [total/net] assets in securities rated below investment grade or which, if unrated, are deemed to be of comparable quality by BlackRock (“high yield” or “junk” bonds) at the time of purchase. Below investment grade securities are securities that, at the time of purchase, are rated in the lower rating categories by at least one of the recognized rating agencies (BBB or lower by S&P or Fitch, or Ba1 or lower by Moody’s) or are determined by BlackRock to be of similar quality. Split rated securities are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the higher credit rating.

The Fund may invest in derivatives, such as futures contracts, options [ (including, but not limited to, options on swaps) ] and various other instruments (including, but not limited to, interest rate, total return, credit default and credit default index swaps (which can be used to transfer the credit risk of a security without actually transferring ownership of the security), credit-linked notes, and indexed and inverse floating-rate securities ) . The Fund may use derivatives, for example, in managing short-term liquidity, as substitutes for comparable positions in the securities in its benchmark index, in managing duration and/or to position the portfolio for anticipated market changes. The Fund may also use certain derivatives as part of the overlay strategy described above. The Fund may, but is not required to, use derivative or short sale transactions (which are transactions in which the Fund sells a borrowed security with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender) to hedge its risk against potential declines in value of a portfolio security or to enhance returns as part of its overall investment strategy. The Fund may also invest in forward foreign currency contracts.

Currently, the Fund is a stand-alone fund that seeks to achieve its investment objective by making direct investments. In the future, the Fund’s Board of Trustees may determine to convert the Fund into a master/feeder structure pursuant to which the Fund would seek to achieve its investment objective indirectly by investing substantially all of its assets in a master fund with the same investment objective and strategies as the Fund. This conversion may be made without shareholder approval, with at least 30 days’ prior notice to shareholders.

26
 

 

Principal Risks of Investing in the Fund


Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. You may lose part or all of your investment in the Fund or your investment may not perform as well as other similar investments. The following is a summary description of principal risks of investing in the Fund.

nCounterparty Risk The counterparty to an over-the-counter derivatives contract or a borrower of the Fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.
nCredit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
nDebt Securities Risk — Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk. Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.
nDerivatives Risk — The Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Derivatives also may expose the Fund to greater risk and increase its costs. Certain transactions in derivatives involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund. Recent legislation calls for new regulation of the derivatives markets. The extent and impact of the regulation is not yet known and may not be known for some time. New regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives.
nDollar Rolls Risk — Dollar rolls involve the risk that the market value of the securities that the Fund is committed to buy may decline below the price of the securities the Fund has sold. These transactions may involve leverage.
nEarly Termination Risk —The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund. In such a case, the Fund may not achieve its investment objective, and you could lose money.
nEmerging Markets Risk  Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative. Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.
nExtension Risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these securities to fall.
nForeign Securities Risk — Foreign investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. These risks include:
nThe Fund generally holds its foreign securities and cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight.
nChanges in foreign currency exchange rates can affect the value of the Fund’s portfolio.
nThe economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position.
nThe governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.
nMany foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws.

Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments.

27
 

nGovernment Agency Securities Risk — Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the United States.
n[High Portfolio Turnover Risk — The Fund may engage in active and frequent trading of its portfolio securities. High portfolio turnover (more than 100% per annum) may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. The sale of Fund portfolio securities may result in the realization and/or distribution to shareholders of higher capital gains or losses as compared to a fund with less active trading policies. These effects of higher than normal portfolio turnover may adversely affect Fund performance.]
n Index Risk — There is no guarantee that the Fund will achieve investment results that correlate to the performance of the CoRI Index 2021, and therefore achieve its investment objective. During the Pre-Maturity Date Period, the CoRI Index 2021 will seek to estimate the cost of lifetime income for an individual turning 65 in the year 2021. The CoRI Index 2021’s estimated cost is based on a proprietary methodology utilizing certain expected factors, such as longevity expectations, interest rates, time to retirement, and access to annuity contracts. Because these factors cannot be predicted with certainty, there is a risk that the CoRI Index 2021’s projections during the Pre-Maturity Date Period may differ from actual future results. In addition, during both the Pre-Maturity Date Period and the Post-Maturity Date Period, the methodology of the CoRI Index 2021 is supported by assumptions about the relationship between annuity pricing and fixed income markets, the accuracy of third party reporting and compilation of current annuity pricing, and the predictive nature of the components of the methodology. There is no assurance that these assumptions are correct or will perform in the manner that they have in the past. The CoRI Index 2021 is the property of BlackRock, Inc. and/or its subsidiaries, and is supported by proprietary BlackRock, Inc. research. Although BlackRock, Inc., the owner of the CoRI Index 2021, will obtain information from sources that BlackRock, Inc. considers to be reliable, none of BlackRock, Inc., its subsidiaries or any other third party involved in, or related to, compiling, computing or creating the information guarantees the accuracy and/or the completeness of any of this information. In addition, errors in index data may occur from time to time and may not be identified and corrected for a period of time, and may have an adverse impact on the Fund and its shareholders.

 

nInterest Rate Risk — Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall, and decrease as interest rates rise.
nMarket Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by BlackRock will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. Although the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2021, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the value of the Fund’s investments selected by BlackRock may decrease in value significantly. Any such decrease may have a materially adverse effect on the Fund and the value of your investment.
nMortgage- and Asset-Backed Securities Risks — Mortgage- and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-backed securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
nMunicipal Securities Risks — Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. These risks include:

General Obligation Bonds Risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

Revenue Bonds Risks — These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

Private Activity Bonds Risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment.

Moral Obligation Bonds Risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

Municipal Notes Risks — Municipal notes are shorter term municipal debt obligations. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and a Fund may lose money.

Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.

Tax-Exempt Status Risk — The Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities.

nNon-Investment Grade Securities Risk — Although non-investment grade securities generally pay higher rates of interest than investment grade bonds, non-investment grade securities are high risk investments that may cause income and principal losses for the Fund.
28
 
nPay-in-kind Bonds Risk — Similar to zero coupon obligations, pay-in-kind bonds also carry additional risk as holders of these types of securities realize no cash until the cash payment date unless a portion of such securities is sold and, if the issuer defaults, the Fund may obtain no return at all on its investment. The market price of pay-in-kind bonds is affected by interest rate changes to a greater extent, and therefore tends to be more volatile, than that of securities which pay interest in cash.
nPrepayment Risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields.
nRetirement Income Risk — The Fund does not provide a guarantee that sufficient capital appreciation will be achieved to provide adequate income at and through retirement. The Fund also does not ensure that you will have assets in your account sufficient to cover your retirement expenses or that you will have enough saved to be able to retire in the target year identified in the Fund name; this will depend on the amount of money you have invested in your Fund, the length of time you have held your investment, the returns of the markets over time, the amount you spend in retirement, and your other assets and income sources.
nShort Sales Risk — Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund may incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short.
n Tax Risk — An investor’s ability to achieve investment results that correspond to the total return of the CoRI Index 2021 will depend, in part, on the reinvestment in full of all dividends and distributions, without redemptions of Fund shares. For taxable accounts invested in the Fund, any tax liabilities stemming from Fund dividends and other distributions would need to be paid by the investor using funds from outside of his or her investment in the Fund in order for the investor to remain fully invested in the Fund. Tax liabilities from dividends, other distributions or share redemptions are not accounted for in the Fund’s tracking of the CoRI Index 2021. Such tax liabilities would include federal income taxes, the federal Medicare tax of 3.8% on net gain from investments and on net investment income (above certain income levels), and any applicable state and local taxes. Similarly, the final liquidation of the Fund, as well as any share redemptions prior thereto, will be taxable to investors. The CoRI Index 2021 does not account for investor tax liabilities from the Fund’s final liquidation or other share redemptions. Fund investors should consult their financial advisors before investing in the Fund.
nTracking Error Risk — Tracking error is the divergence of the Fund’s performance from that of the CoRI Index 2021. Tracking error may occur because the Fund has operating and other expenses that the CoRI Index 2021 does not. It may also occur because of differences between the securities held in the Fund’s portfolio and those included in the CoRI Index 2021, transaction costs, the Fund’s holding of cash, differences in timing of the accrual of dividends, changes to the CoRI Index 2021 or the need to meet various new or existing regulatory requirements. As a result, while the Fund will attempt to provide long-term investment results that correspond to the total return of the CoRI Index 2021, the Fund will tend to underperform the Index to some degree over time. In addition, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the Fund may underperform the CoRI Index 2021 significantly. Any such underperformance may have a materially adverse effect on the Fund and the value of your investment.
nTreasury Obligations Risk — Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so.
nU.S. Government Mortgage-Related Securities Risk — There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Mortgage-related securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”) are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the United States. GNMA securities also are supported by the right of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-related securities issued by Fannie Mae or Freddie Mac are solely the obligations of Fannie Mae or Freddie Mac, as the case may be, and are not backed by or entitled to the full faith and credit of the United States but are supported by the right of the issuer to borrow from the Treasury.
nU.S. Government Obligations Risk Certain securities in which the Fund may invest, including securities issued by certain U.S. Government agencies and U.S. Government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.
nZero Coupon Securities Risk — While interest payments are not made on such securities, holders of such securities are deemed to have received income (“phantom income”) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holder’s ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently. Longer term zero coupon bonds are more exposed to interest rate risk than shorter term zero coupon bonds. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash.
29
 

Performance Information


Because the Fund has not commenced operations as of the date of this Prospectus , there is no historical performance information shown. Performance information will be presented after the Fund has been in operation for one full calendar year. Current performance information can be obtained by visiting www.blackrock.com/funds or can be obtained by phone at (800) 882-0052.

 

Investment Adviser


The Fund’s investment adviser is BlackRock Advisors, LLC (“BlackRock”). [The Fund’s sub-adviser is [ ]. Where applicable, the term BlackRock also refers to the Fund’s sub-adviser.]

 

Portfolio Managers


 

         
     
Name   Portfolio Manager
of the Fund Since
  Title
Scott Radell, CFA   2013   Managing Director of BlackRock, Inc.
James Mauro   2013   Director of BlackRock, Inc.
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Fund Overview

 

Key Facts about BlackRock CoRI 2023 Fund

 

Investment Objective


The investment objective of the BlackRock CoRI 2023 Fund (the “CoRI 2023 Fund” or the “Fund”) is to seek to provide long-term investment results that correspond to the total return of the BlackRock CoRI Retirement Index 2023 (the “CoRI Index 2023” or the “Index” ).

Fees and Expenses of the Fund


The table below describes the fees and expenses that you may pay if you buy and hold shares of the CoRI 2023 Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[ ] in the BlackRock-advised fund complex. More information about these and other discounts is available from your financial professional or your selected securities dealer, broker, investment adviser, service provider or industry professional (including BlackRock, The PNC Financial Services Group, Inc. and their respective affiliates) (each a “Financial Intermediary”) and in the “Details About the Share Classes” section on page [ ] of the Fund’s prospectus and in the “Purchase of Shares” section on page [ ] of the Fund’s statement of additional information.

 

                 
Shareholder Fees
(fees paid directly from your investment)
    Investor A
Shares
      Institutional
Shares
 
Maximum Sales Charge (Load) Imposed on Purchases
(as percentage of offering price)
    [  ]%       [  ]%  
Maximum Deferred Sales Charge (Load) (as percentage of offering price or redemption proceeds, whichever is lower)     None1       None  
                 

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)

  Investor A
Shares
    Institutional
Shares
 
Management Fee     [  ]%       [  ]%  
Distribution and/or Service (12b-1) Fees     0.25%       None  
Other Expenses2     [  ]%       [  ]%  
Total Annual Fund Operating Expenses     [  ]%       [  ]%  
Fee Waivers and/or Expense Reimbursements [ 3 ]     [  ]%       [  ]%  
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements [ 3 ]     [  ]%       [  ]%  
                   
1  A contingent deferred sales charge (“CDSC”) of [1.00%] is assessed on certain redemptions of Investor A Shares made within [18] months after purchase where no initial sales charge was paid at time of purchase as part of an investment of [$1,000,000] or more.
2 “Other Expenses” are based on estimated amounts for the current fiscal year.
3 [ As described in the “Management of the Funds” section of the Fund’s prospectus on page [  ], BlackRock has contractually agreed to waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses) to [  ]% of average daily net assets until [           , 201_]. The Fund may have to repay some of these waivers and reimbursements to BlackRock in the following two years. The contractual agreement may be terminated upon 90 days’ notice by a majority of the non-interested trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund. ]

 

31
 

Example

This Example is intended to help you compare the cost of investing in shares of the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in shares of the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

                   
    1 Year     3 Years    
Investor A Shares   $ [  ]     $ [  ]    
Institutional Shares   $ [  ]     $ [  ]    

 

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.

 

Principal Investment Strategies of the Fund


Overview

The CoRI 2023 Fund has a “Pre-Maturity Date Period” and a “Post-Maturity Date Period”. Shares of the Fund will be offered on a continuous basis from the commencement of the Pre-Maturity Date Period until the termination of the Post-Maturity Date Period, at which time the Fund will begin its liquidation process.

The Pre-Maturity Date Period

The Pre-Maturity Date Period will run from the Fund’s commencement of operations through on or about June 30, 2023 (the “Maturity Date”). During the Pre-Maturity Date Period, the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2023. During this period , the CoRI Index 2023 will , in turn, seek to estimate the cost of lifetime income for an individual turning 65 in the year 2023.

An investor’s ability to realize investment results that correspond to the total return of the CoRI Index 2023 will depend, in part, on the reinvestment of all dividends and capital gains distributions, without redeeming any shares during the Pre-Maturity Date Period.  The value of an investor’s position in the Fund will be reduced if the investor takes any dividend s or distributions in cash instead of reinvesting them in additional shares of the Fund or redeems any Fund shares. As a result, any taxes on income earned or realized gains , or on share redemptions, during the Pre-Maturity Date Period must be paid by an investor with funds outside of his or her investment in the Fund.

The Post-Maturity Date Period

The Post-Maturity Date Period will commence on the day after the Maturity Date and will run for a period of 10 years, at which time the Fund will begin its liquidation process. The final liquidation, as well as any share redemptions prior thereto, will be a taxable transaction to investors. During the Post-Maturity Date Period, the Fund’s objective will remain the same and thus will continue to seek to provide long-term investment results that correspond to the total return of the CoRI Index 2023. The CoRI Index 2023 will, in turn, seek to track the actual cost of lifetime income for an individual turning 65 in the year 2023. The Fund will seek to increase the amount of dividends and distributions to investors during the Post-Maturity Date Period, which may include a return of capital. During this period, investors may elect to receive dividends and/or distributions in cash while continuing to realize investment results that correspond to the total return of the Index.  However, if an investor decides to reinvest all dividends and distributions in additional shares of the Fund, the investor can potentially realize investment results that exceed the total return of the Index.

The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund.

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Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed-income securities or other financial instruments, including derivatives, that are components of or have economic characteristics similar to the securities included in the CoRI Index 2023 or to the securities of issuers contained in the CoRI Index 2023. The CoRI Index 2023 is comprised of approximately 300 to 400 fixed-income securities, including corporate U.S. dollar-denominated bonds (issued by U.S. and non-U.S. entities), U.S. government bonds, and Treasuries (bonds and STRIPS). All securities in the CoRI Index 2023 are investment grade at each time the Index is rebalanced. Investment grade securities are those that, at the time of purchase, are rated in the higher rating categories by at least one of the recognized rating agencies (BBB- or higher by Standard & Poor’s (“S&P”) or Fitch Ratings (“Fitch”) or Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”)) or are determined by BlackRock to be of similar quality. Split rated securities (securities that receive different ratings from two or more rating agencies) are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the lower credit rating.

The Fund expects to maintain a duration that is within +/- 1.5 years of the duration of the CoRI Index 2023. The Fund may invest in a representative sample of the securities that comprise the CoRI Index 2023, or the Fund may purchase all of the securities in the Index. Securities are selected for investment by the Fund in accordance with the relative proportion of such securities, or issuers thereof, within the CoRI Index 2023, as well as based on credit quality, issuer sector, maturity structure, coupon rates and callability, among other factors.

In addition to the securities described above, the Fund may invest in bonds that include mortgage-backed securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage pass-through securities; commercial mortgage-backed securities; municipal securities; and asset-backed securities. The Fund may invest in bonds issued by companies located in countries other than the United States, including companies in emerging markets. These securities may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, floating rate, zero coupon, contingent, deferred, payment in kind and auction rate features.

BlackRock may utilize a systematic active portfolio overlay strategy that relies on proprietary quantitative models to seek to provide long-term investment results, net of fees, that correspond to the total return of the CoRI Index 2023. As part of this strategy, the Fund may invest up to 20% of its net assets (plus any borrowings for investment purposes) in securities or other financial instruments that are not components of the CoRI Index 2023 or in securities of issuers that are not included in the CoRI Index 2023, such as below investment grade securities. The goal of this overlay strategy is to offset the effects of fee drag and tracking error on the Fund’s total return relative to that of the CoRI Index 2023; this strategy is not designed to outperform the Index.

Although the Fund normally invests primarily in investment grade securities, it may invest up to 20% of its [total/net] assets in securities rated below investment grade or which, if unrated, are deemed to be of comparable quality by BlackRock (“high yield” or “junk” bonds) at the time of purchase. Below investment grade securities are securities that, at the time of purchase, are rated in the lower rating categories by at least one of the recognized rating agencies (BBB or lower by S&P or Fitch, or Ba1 or lower by Moody’s) or are determined by BlackRock to be of similar quality. Split rated securities are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the higher credit rating.

The Fund may invest in derivatives, such as futures contracts, options [ (including, but not limited to, options on swaps) ] and various other instruments (including, but not limited to, interest rate, total return, credit default and credit default index swaps (which can be used to transfer the credit risk of a security without actually transferring ownership of the security), credit-linked notes, and indexed and inverse floating-rate securities ) . The Fund may use derivatives, for example, in managing short-term liquidity, as substitutes for comparable positions in the securities in its benchmark index, in managing duration and/or to position the portfolio for anticipated market changes. The Fund may also use certain derivatives as part of the overlay strategy described above. The Fund may, but is not required to, use derivative or short sale transactions (which are transactions in which the Fund sells a borrowed security with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender) to hedge its risk against potential declines in value of a portfolio security or to enhance returns as part of its overall investment strategy. The Fund may also invest in forward foreign currency contracts.

Currently, the Fund is a stand-alone fund that seeks to achieve its investment objective by making direct investments. In the future, the Fund’s Board of Trustees may determine to convert the Fund into a master/feeder structure pursuant to which the Fund would seek to achieve its investment objective indirectly by investing substantially all of its assets in a master fund with the same investment objective and strategies as the Fund. This conversion may be made without shareholder approval, with at least 30 days’ prior notice to shareholders.  

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Principal Risks of Investing in the Fund


Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. You may lose part or all of your investment in the Fund or your investment may not perform as well as other similar investments. The following is a summary description of principal risks of investing in the Fund.

nCounterparty Risk The counterparty to an over-the-counter derivatives contract or a borrower of the Fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.
nCredit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer.
nDebt Securities Risk — Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk. Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.
nDerivatives Risk — The Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Derivatives also may expose the Fund to greater risk and increase its costs. Certain transactions in derivatives involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund. Recent legislation calls for new regulation of the derivatives markets. The extent and impact of the regulation is not yet known and may not be known for some time. New regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives.
nDollar Rolls Risk — Dollar rolls involve the risk that the market value of the securities that the Fund is committed to buy may decline below the price of the securities the Fund has sold. These transactions may involve leverage.
nEarly Termination Risk —The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund. In such a case, the Fund may not achieve its investment objective, and you could lose money.
nEmerging Markets Risk  Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. Investments in emerging markets may be considered speculative. Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging securities markets have far lower trading volumes and less liquidity than developed markets.
nExtension Risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these securities to fall.
nForeign Securities Risk — Foreign investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. These risks include:
nThe Fund generally holds its foreign securities and cash in foreign banks and securities depositories, which may be recently organized or new to the foreign custody business and may be subject to only limited or no regulatory oversight.
nChanges in foreign currency exchange rates can affect the value of the Fund’s portfolio.
nThe economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position.
nThe governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.
nMany foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as does the United States and may not have laws to protect investors that are comparable to U.S. securities laws.

Settlement and clearance procedures in certain foreign markets may result in delays in payment for or delivery of securities not typically associated with settlement and clearance of U.S. investments.

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nGovernment Agency Securities Risk — Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the United States.
n[High Portfolio Turnover Risk — The Fund may engage in active and frequent trading of its portfolio securities. High portfolio turnover (more than 100% per annum ) may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. The sale of Fund portfolio securities may result in the realization and/or distribution to shareholders of higher capital gains or losses as compared to a fund with less active trading policies. These effects of higher than normal portfolio turnover may adversely affect Fund performance.]
n Index Risk — There is no guarantee that the Fund will achieve investment results that correlate to the performance of the CoRI Index 2023, and therefore achieve its investment objective. During the Pre-Maturity Date Period, the CoRI Index 2023 will seek to estimate the cost of lifetime income for an individual turning 65 in the year 2023. The CoRI Index 2023’s estimated cost is based on a proprietary methodology utilizing certain expected factors, such as longevity expectations, interest rates, time to retirement, and access to annuity contracts. Because these factors cannot be predicted with certainty, there is a risk that the CoRI Index 2023’s projections during the Pre-Maturity Date Period may differ from actual future results. In addition, during both the Pre-Maturity Date Period and the Post-Maturity Date Period, the methodology of the CoRI Index 2023 is supported by assumptions about the relationship between annuity pricing and fixed income markets, the accuracy of third party reporting and compilation of current annuity pricing, and the predictive nature of the components of the methodology. There is no assurance that these assumptions are correct or will perform in the manner that they have in the past. The CoRI Index 2023 is the property of BlackRock, Inc. and/or its subsidiaries, and is supported by proprietary BlackRock, Inc. research. Although BlackRock, Inc., the owner of the CoRI Index 2023, will obtain information from sources that BlackRock, Inc. considers to be reliable, none of BlackRock, Inc., its subsidiaries or any other third party involved in, or related to, compiling, computing or creating the information guarantees the accuracy and/or the completeness of any of this information. In addition, errors in index data may occur from time to time and may not be identified and corrected for a period of time, and may have an adverse impact on the Fund and its shareholders.

 

nInterest Rate Risk — Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall, and decrease as interest rates rise.
nMarket Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by BlackRock will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. Although the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index 2023, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the value of the Fund’s investments selected by BlackRock may decrease in value significantly. Any such decrease may have a materially adverse effect on the Fund and the value of your investment.
nMortgage- and Asset-Backed Securities Risks — Mortgage- and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Mortgage- and asset-backed securities are subject to credit, interest rate, prepayment and extension risks. These securities also are subject to risk of default on the underlying mortgage or asset, particularly during periods of economic downturn. Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities.
nMunicipal Securities Risks — Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. These risks include:

General Obligation Bonds Risks — Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

Revenue Bonds Risks — These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

Private Activity Bonds Risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its faith, credit and taxing power for repayment.

Moral Obligation Bonds Risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

Municipal Notes Risks — Municipal notes are shorter term municipal debt obligations. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and a Fund may lose money.

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Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property.

Tax-Exempt Status Risk — The Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on municipal bonds and payments under derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions, which may ultimately be determined to be incorrect and subject the Fund and its shareholders to substantial tax liabilities.

nNon-Investment Grade Securities Risk — Although non-investment grade securities generally pay higher rates of interest than investment grade bonds, non-investment grade securities are high risk investments that may cause income and principal losses for the Fund.
nPay-in-kind Bonds Risk — Similar to zero coupon obligations, pay-in-kind bonds also carry additional risk as holders of these types of securities realize no cash until the cash payment date unless a portion of such securities is sold and, if the issuer defaults, the Fund may obtain no return at all on its investment. The market price of pay-in-kind bonds is affected by interest rate changes to a greater extent, and therefore tends to be more volatile, than that of securities which pay interest in cash.
nPrepayment Risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields.
nRetirement Income Risk — The Fund does not provide a guarantee that sufficient capital appreciation will be achieved to provide adequate income at and through retirement. The Fund also does not ensure that you will have assets in your account sufficient to cover your retirement expenses or that you will have enough saved to be able to retire in the target year identified in the Fund name; this will depend on the amount of money you have invested in your Fund, the length of time you have held your investment, the returns of the markets over time, the amount you spend in retirement, and your other assets and income sources.
nShort Sales Risk — Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund may incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short.
n Tax Risk — An investor’s ability to achieve investment results that correspond to the total return of the CoRI Index 2023 will depend, in part, on the reinvestment in full of all dividends and distributions, without redemptions of Fund shares. For taxable accounts invested in the Fund, any tax liabilities stemming from Fund dividends and other distributions would need to be paid by the investor using funds from outside of his or her investment in the Fund in order for the investor to remain fully invested in the Fund. Tax liabilities from dividends, other distributions or share redemptions are not accounted for in the Fund’s tracking of the CoRI Index 2023. Such tax liabilities would include federal income taxes, the federal Medicare tax of 3.8% on net gain from investments and on net investment income (above certain income levels), and any applicable state and local taxes. Similarly, the final liquidation of the Fund, as well as any share redemptions prior thereto, will be taxable to investors. The CoRI Index 2023 does not account for investor tax liabilities from the Fund’s final liquidation or other share redemptions. Fund investors should consult their financial advisors before investing in the Fund.
nTracking Error Risk — Tracking error is the divergence of the Fund’s performance from that of the CoRI Index 2023. Tracking error may occur because the Fund has operating and other expenses that the CoRI Index 2023 does not. It may also occur because of differences between the securities held in the Fund’s portfolio and those included in the CoRI Index 2023, transaction costs, the Fund’s holding of cash, differences in timing of the accrual of dividends, changes to the CoRI Index 2023 or the need to meet various new or existing regulatory requirements. As a result, while the Fund will attempt to provide long-term investment results that correspond to the total return of the CoRI Index 2023, the Fund will tend to underperform the Index to some degree over time. In addition, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the Fund may underperform the CoRI Index 2023 significantly. Any such underperformance may have a materially adverse effect on the Fund and the value of your investment.
nTreasury Obligations Risk — Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so.
nU.S. Government Mortgage-Related Securities Risk — There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Mortgage-related securities guaranteed by the Government National Mortgage Association (“GNMA” or “Ginnie Mae”) are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the United States. GNMA securities also are supported by the right of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-related securities issued by Fannie Mae or Freddie Mac are solely the obligations of Fannie Mae or Freddie Mac, as the case may be, and are not backed by or entitled to the full faith and credit of the United States but are supported by the right of the issuer to borrow from the Treasury.
nU.S. Government Obligations Risk Certain securities in which the Fund may invest, including securities issued by certain U.S. Government agencies and U.S. Government sponsored enterprises, are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States.
nZero Coupon Securities Risk — While interest payments are not made on such securities, holders of such securities are deemed to have received income (“phantom income”) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holder’s ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently. Longer term zero coupon bonds are more exposed to interest rate risk than shorter term zero coupon bonds. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash.
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Performance Information


Because the Fund has not commenced operations as of the date of this Prospectus , there is no historical performance information shown. Performance information will be presented after the Fund has been in operation for one full calendar year. Current performance information can be obtained by visiting www.blackrock.com/funds or can be obtained by phone at (800) 882-0052.

 

Investment Adviser


The Fund’s investment adviser is BlackRock Advisors, LLC (“BlackRock”). [The Fund’s sub-adviser is [ ]. Where applicable, the term BlackRock also refers to the Fund’s sub-adviser.]

 

Portfolio Managers


 

         
     
Name   Portfolio Manager
of the Fund Since
  Title
Scott Radell, CFA   2013   Managing Director of BlackRock, Inc.
James Mauro   2013   Director of BlackRock, Inc.
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Important Additional Information

 

Purchase and Sale of Fund Shares


You may purchase or redeem shares of the Funds each day the New York Stock Exchange (“NYSE”) is open. To purchase or sell shares you should contact your Financial Intermediary or financial professional, or, if you hold your shares through a Fund, you should contact the Fund by phone at (800) 441-7762, by mail (c/o BlackRock Funds, P.O. Box 9819, Providence, Rhode Island 02940-8019), or by the Internet at www.blackrock.com/funds. 

Each Fund’s initial and subsequent investment minimums generally are as follows, although the Fund may reduce or waive the minimums in some cases.

 

         
    Investor A   Institutional Shares
Minimum Initial Investment  

$1,000 for all accounts except:

•  $250 for certain fee-based programs.

•  $100 for certain employer-sponsored retirement plans.

•  $50, if establishing an Automatic Investment Plan.

 

$2 million for institutions and individuals.

 

Institutional Shares are available to clients of registered investment advisers who have $250,000 invested in the Fund.

Minimum Additional Investment   $50 for all accounts (with the exception of certain employer-sponsored retirement plans which may have a lower minimum).   No subsequent minimum.

 

Tax Information


Each Fund’s dividends and distributions may be subject to Federal income taxes and may be taxed as ordinary income or capital gains, unless you are a tax-exempt investor or are investing through a retirement plan, in which case you may be subject to Federal income tax upon withdrawal from such tax deferred arrangements.

 

Payments to Broker/Dealers and Other Financial Intermediaries


If you purchase shares of a Fund through a broker-dealer or other Financial Intermediary, each Fund and BlackRock Investments, LLC, the Fund’s distributor, or its affiliates may pay the intermediary for the sale of Fund shares and other services. These payments may create a conflict of interest by influencing the broker-dealer or other Financial Intermediary to recommend the Fund over another investment. Ask your individual Financial Intermediary or visit your Financial Intermediary’s website for more information.

 

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Details About the Funds

 

Included in this prospectus are sections that tell you about buying and selling shares, management information, shareholder features of BlackRock CoRI 2015 Fund (the “CoRI 2015 Fund”), BlackRock CoRI 2017 Fund (the “CoRI 2017 Fund”), BlackRock CoRI 2019 Fund (the “CoRI 2019 Fund”), BlackRock CoRI 2021 Fund (the “CoRI 2021 Fund”), and BlackRock CoRI 2023 Fund (the “CoRI 2023 Fund”) (each a “Fund” and collectively the “Funds”), each a series of BlackRock CoRI Funds (the “Trust”), and your rights as a shareholder. 

How Each Fund Invests


Fund Overview

Each Fund has a “Pre-Maturity Date Period” and a “Post-Maturity Date Period”. Shares of each Fund will be offered on a continuous basis from the commencement of the Pre-Maturity Date Period until the termination of the Post-Maturity Date Period, at which time the Fund will begin its liquidation process.

The Pre-Maturity Date Period

The Pre-Maturity Date Period will run from a Fund’s commencement of operations through on or about June 30th of the year (the “Maturity Date”) corresponding to its benchmark BlackRock CoRI Retirement Index (“CoRI Index”). During the Pre-Maturity Date Period, each Fund will seek to provide long-term investment results that correspond to the total return of its benchmark CoRI Index. During this period , each CoRI Index will , in turn, seek to estimate the cost of lifetime income for an individual turning 65 in the year during which the applicable Fund reaches its Maturity Date (the “Maturity Year”). For example, the CoRI 2023 Fund is designed to track the CoRI Index, which seeks to estimate the cost of lifetime income for an individual turning 65 in the year 2023.

An investor’s ability to realize investment results that correspond to the total return of the applicable CoRI Index will depend, in part, on the reinvestment of all dividends and capital gains distributions, without redeeming any shares during the Pre-Maturity Date Period. The value of an investor’s position in the Fund will be reduced if the investor takes any dividend s or distributions in cash instead of reinvesting them in additional shares of the Fund or redeems any Fund shares. As a result, any taxes on income earned or realized gains , or on share redemptions, during the Pre-Maturity Date Period must be paid by an investor with funds outside of his or her investment in the Fund.

The Post-Maturity Date Period

The Post-Maturity Date Period will commence on the day after the Maturity Date and will run for a period of 10 years, at which time each Fund will begin its liquidation process. The final liquidation, as well as any share redemptions prior thereto, will be a taxable transaction to investors. During the Post-Maturity Date Period, each Fund’s objective will remain the same and thus will continue to seek to provide long-term investment results that correspond to the total return of its benchmark CoRI Index. Each CoRI Index will, in turn, seek to track the actual cost of lifetime income for an individual turning 65 in the corresponding Fund’s Maturity Year. In addition, each Fund will seek to increase the amount of dividends and distributions to investors during the Post-Maturity Date Period, which may include a return of capital. During this period, investors may elect to receive dividends and/or distributions in cash while continuing to realize investment results that correspond to the total return of the index. However, if an investor decides to reinvest all dividends and distributions in additional shares of the Fund, the investor can potentially realize investment results that exceed the total return of the corresponding CoRI Index.

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The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund.

Investment Process

Each Fund is designed to seek to provide long-term investment results that correspond to the total return of a corresponding CoRI Index. Each CoRI Index seeks to estimate and track the cost of lifetime income for an individual turning 65 in the corresponding Fund’s Maturity Year.

While each Fund seeks to provide long-term investment results that correspond to the total return of its benchmark CoRI Index, perfect correlation is not guaranteed. Perfect (100%) correlation would be achieved if the total return of a Fund’s net assets, [before] fees and expenses, increased or decreased exactly as the total return of the corresponding CoRI Index increased or decreased. A Fund’s ability to match its investment performance to the investment performance of its benchmark index may be affected by, among other things, the Fund’s expenses, the amount of cash and cash equivalents held by the Fund, the manner in which the total return of the Fund’s benchmark index is calculated, the size of the Fund’s investment portfolio, the Fund’s required distributions of net investment income and net realized capital gains, and the timing, frequency and size of shareholder purchases and redemptions.

One way a Fund may seek to achieve its investment objective, [before fees and expenses], is by holding all of the securities in its benchmark CoRI Index in the same proportion as held in the Index [at any given time]. As an alternative, a Fund can substantially replicate its benchmark CoRI Index’s profile by holding a representative sample of securities or financial instruments or securities of issuers held in the Index. However, a Fund is not expected to track the performance of its benchmark CoRI Index to the same extent, or with the same accuracy, that complete replication of the Index would provide.

Index Overview

During the Pre-Maturity Date Period, each CoRI Index will seek to estimate the cost of lifetime income for an individual turning 65 in the corresponding Fund’s Maturity Year. This estimated cost is determined using a proprietary methodology, which takes into account various factors, including interest rates, rates of inflation, and the cost of living (see “Index Methodology” below). Following the Maturity Date, the CoRI Index will seek to track the actual cost of lifetime income for an individual turning 65 in the Maturity Year. As such, the value of an investment in a Fund is expected to increase or decrease with the market cost of lifetime income for an individual turning 65 in the Fund’s Maturity Year.

Index Methodology

The factors that drive the construction and pricing of each CoRI Index are longevity expectations for U.S. adults, interest rates, [rates of inflation, the cost of living,] time to retirement and the general appetite that insurance companies have for entering into lifetime income contracts. The factor that will have the largest impact on changes in price day-to-day is interest rates. Because of this and the fact that very long-dated cash flows are being hedged, it is expected that the CoRI Indices will fluctuate more than shorter duration fixed income indices but less than common equity indices. Longevity expectations are taken from widely used sources and account for the longer lives that are expected to occur for each progressive generation of retirees. [Under the CoRI Indices’ proprietary methodology, these factors are then hedged and discounted to achieve the relevant CoRI Index value.] The cost of living is built into the value of a CoRI Index so that the returns generated by a Fund, which seeks to provide long-term investment results that correspond to the total return of a corresponding CoRI Index, account for inflation.

[The total return, price return, and coupon return of each CoRI Index’s portfolio are calculated at the end of each month. Any coupon payments on securities held in the applicable CoRI Index are kept as cash until the Index’s next rebalancing date.] During the Pre-Maturity Date Period, the CoRI Indices will be rebalanced monthly, and during the Post-Maturity Date Period, the CoRI Indices will be rebalanced [monthly/daily].

There is no guarantee that a Fund’s performance will correspond to the performance of the applicable CoRI Index, or that a CoRI Index will accurately estimate or track the cost of lifetime income for an individual turning 65 in the corresponding Fund’s Maturity Year.

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The CoRI Indices do not guarantee future income or protect against loss of principal. There can be no assurance that an investment strategy based on a CoRI Index will be successful. The CoRI Indices are unmanaged and an investor cannot invest directly in an index. Investing involves risk, including possible loss of principal.

 

Investment Objective

Each Fund has a distinct investment objective tied to its time horizon:

 

  • CoRI 2015 Fund seeks to provide long-term investment results that correspond to the total return of the CoRI Retirement Index 2015.
  • CoRI 2017 Fund seeks to provide long-term investment results that correspond to the total return of the CoRI Retirement Index 2017.
  • CoRI 2019 Fund seeks to provide long-term investment results that correspond to the total return of the CoRI Retirement Index 2019.
  • CoRI 2021 Fund seeks to provide long-term investment results that correspond to the total return of the CoRI Retirement Index 2021.
  • CoRI 2023 Fund seeks to provide long-term investment results that correspond to the total return of the CoRI Retirement Index 2023.

The investment objective of each Fund is a non-fundamental policy and may be changed without shareholder approval [upon [30] days’ prior notice to shareholders]. You should carefully consider the asset allocation and risks of each Fund before deciding whether to invest.

Principal Investment Strategies

Under normal circumstances, each Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in fixed-income securities or other financial instruments, including derivatives, that are components of or have economic characteristics similar to the securities included in its corresponding CoRI Index or to the securities of issuers contained in its corresponding CoRI Index. Each CoRI Index is comprised of approximately 300 to 400 fixed-income securities, including corporate U.S. dollar-denominated bonds (issued by U.S. and non-U.S. entities), U.S. government bonds, and Treasuries (bonds and STRIPS). All securities in the CoRI Indices are investment grade each time they are rebalanced. Investment grade securities are those that, at the time of purchase, are rated in the higher rating categories by at least one of the recognized rating agencies (BBB- or higher by Standard & Poor’s (“S&P”) or Fitch Ratings (“Fitch”) or Baa3 or higher by Moody’s Investors Service, Inc. (“Moody’s”)) or are determined by BlackRock to be of similar quality. Split rated securities (securities that receive different ratings from two or more rating agencies) are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the lower credit rating.

Each Fund expects to maintain a duration that is within +/- 1.5 years of the duration of the corresponding CoRI Index. A Fund may invest in a representative sample of the securities that comprise its benchmark CoRI Index, or the Fund may purchase all of the securities in the Index. Securities are selected for investment by a Fund in accordance with the relative proportion of such securities, or issuers thereof, within the Fund’s corresponding CoRI Index, as well as based on credit quality, issuer sector, maturity structure, coupon rates and callability, among other factors.

In addition to the securities described above, each Fund may invest in bonds that include mortgage-backed securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including U.S. agency mortgage pass-through securities; commercial mortgage-backed securities; municipal securities; and asset-backed securities. Each Fund may invest in bonds issued by companies located in countries other than the United States, including companies in emerging markets. These securities may have all types of interest rate payment and reset terms, including fixed rate, adjustable rate, floating rate, zero coupon, contingent, deferred, payment in kind and auction rate features.

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BlackRock may utilize a systematic active portfolio overlay strategy that relies on proprietary quantitative models to seek to provide long-term investment results, net of fees, that correspond to the total return of each Fund’s corresponding CoRI Index. As part of this strategy, a Fund may invest up to 20% of its net assets (plus any borrowings for investment purposes) in securities or other financial instruments that are not components of its corresponding CoRI Index or in securities of issuers that are not included in its corresponding CoRI Index, such as below investment grade securities. The goal of this overlay strategy is to offset the effects of fee drag and tracking error on a Fund’s total return relative to that of the corresponding CoRI Index; this strategy is not designed to outperform the Index.

Although each Fund normally invests primarily in investment grade securities, it may invest up to 20% of its [total/net] assets in securities rated below investment grade or which, if unrated, are deemed to be of comparable quality by BlackRock (“high yield” or “junk” bonds) at the time of purchase. Below investment grade securities are securities that, at the time of purchase, are rated in the lower rating categories by at least one of the recognized rating agencies (BBB or lower by S&P or Fitch, or Ba1 or lower by Moody’s) or are determined by BlackRock to be of similar quality. Split rated securities are valued as follows: if three agencies rate a security, the security will be considered to have the median credit rating; if two of the three agencies rate a security, the security will be considered to have the higher credit rating.

Each Fund may invest in derivatives, such as futures contracts, options [ (including, but not limited to, options on swaps) ] and various other instruments (including, but not limited to, interest rate, total return, credit default and credit default index swaps (which can be used to transfer the credit risk of a security without actually transferring ownership of the security) , credit-linked notes, and indexed and inverse floating-rate securities ) . A Fund may use derivatives, for example, in managing short-term liquidity, as substitutes for comparable positions in the securities in its benchmark index, in managing duration and/or to position the portfolio for anticipated market changes. A Fund may also use certain derivatives as part of the overlay strategy described above. Each Fund may, but is not required to, use derivative or short sale transactions (which are transactions in which the Fund sells a borrowed security with the expectation that the price of the security will fall before the Fund must purchase the security to return it to the lender) to hedge its risk against potential declines in value of a portfolio security or to enhance returns as part of its overall investment strategy. Each Fund may also invest in forward foreign currency contracts.

Currently, each Fund is a stand-alone fund that seeks to achieve its investment objective by making direct investments. In the future, the Funds’ Board of Trustees may determine to convert any or all of the Funds into a master/feeder structure pursuant to which each such Fund would seek to achieve its investment objective indirectly by investing substantially all of its assets in a master fund with the same investment objective and strategies as the Fund. This conversion may be made without shareholder approval, with at least 30 days’ prior notice to shareholders.

A Fund does not by itself constitute a balanced investment program. Diversifying your investments by buying shares in other funds may improve your long-term return as well as reduce volatility.

Other Strategies

In addition to the principal strategies discussed above, each Fund will have the flexibility to use leverage and may also invest or engage in the following investments/strategies:

Convertible Securities — The Fund may invest in convertible securities, which generally are debt securities or preferred stock that may be converted into common stock. Convertible securities typically pay current income as either interest (debt security convertibles) or dividends (preferred stock). A convertible security’s value usually reflects both the stream of current income payments and the market value of the underlying common stock.
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Equity Securities — The Fund can invest in all types of equity securities, including common stock, preferred stock, warrants and stock purchase rights of companies of any market capitalization.
Illiquid/Restricted Securities — The Fund may invest up to 15% of its net assets in illiquid securities that it cannot sell within seven days at approximately current value. The Fund may also invest in restricted securities, which are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale (i.e., Rule 144A securities). They may include private placement securities that have not been registered under the applicable securities laws. Restricted securities may not be listed on an exchange and may have no active trading market and therefore may be considered to be illiquid. Rule 144A securities are restricted securities that can be resold to qualified institutional buyers but not to the general public and may be considered to be liquid securities.
Indexed and Inverse Securities — The Fund may invest in securities that provide a return based on fluctuations in a stock or other financial index. For example, the Fund may invest in a security that increases in value with the price of a particular securities index. In some cases, the return of the security may be inversely related to the price of the index. This means that the value of the security will rise as the price of the index falls and vice versa. Although these types of securities can make it easier for the Fund to access certain markets or hedge risks of other assets held by the Fund, these securities are subject to the risks related to the underlying index or other assets.
[■ Inflation Indexed Bonds — The Fund may invest in certain types of inflation-indexed bonds.  Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation.]
Investment Companies — The Fund has the ability to invest in other investment companies, such as exchange-traded funds, unit investment trusts, and open-end and closed-end funds. The Fund may invest in affiliated investment companies including affiliated money market funds and affiliated exchange-traded funds.
[■ Options on Swaps (“Swaptions”) — The Fund may, to the extent permitted under applicable law, enter into “swaptions,” which are options on swap agreements on either an asset-based or liability-based basis.  A swaption is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may write (sell) and purchase put and call swaptions.]
Repurchase Agreements — The Fund may enter into certain types of repurchase agreements. Under a repurchase agreement, the seller agrees to repurchase a security at a mutually agreed-upon time and price.
Securities Lending — The Fund may lend securities with a value up to 33 1/3 % of its total assets to financial institutions that provide cash or securities issued or guaranteed by the U.S. government as collateral.
Short-Term Securities or Instruments — The Fund can invest in high-quality short-term U.S. dollar or non-U.S. dollar denominated fixed-income securities or other instruments, such as U.S. or foreign government securities, commercial paper and money market instruments issued by U.S. or foreign commercial banks or depository institutions.
Temporary Defensive Strategies — Under unusual market or economic conditions, the Fund may, for temporary defensive purposes, invest up to 100% of its net assets in U.S. government securities, certificates of deposit, bankers’ acceptances, commercial paper rated in the highest rating category by a recognized rating service, money market funds, cash or other high quality fixed-income securities that are consistent with the Fund’s objectives. The yield on such securities may be lower than the yield on lower-rated fixed-income securities. Temporary defensive positions may limit the potential for an increase in the value of the Fund’s shares or for the Fund to achieve its investment objectives.
When-Issued and Delayed Delivery Securities and Forward Commitments — The purchase or sale of securities on a when-issued basis or on a delayed delivery basis or through a forward commitment involves the purchase or sale of securities by the Fund at an established price with payment and delivery taking place in the future. The Fund enters into these transactions to obtain what is considered an advantageous price to the Fund at the time of entering into the transaction.
 
ABOUT THE PORTFOLIO MANAGEMENT OF THE FUNDS
The Funds are managed by a team of financial professionals. Scott Radell, CFA and James Mauro, are the portfolio managers and are jointly and primarily responsible for the day-to-day management of the Funds. Please see “Management of the Funds — Portfolio Manager Information” for additional information about the portfolio management team.

 

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Investment Risks


This section contains a discussion of the general risks of investing in the Funds. The “Investment Objective and Policies” section in the Funds’ Statement of Additional Information (“SAI”) also includes more information about each Fund, its investments and the related risks. As with any fund, there can be no guarantee that a Fund will meet its objective or that a Fund’s performance will be positive for any period of time. An investment in a Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or by any bank or governmental agency.

Principal Risks of Investing in the Funds

Counterparty Risk — The counterparty to an over-the-counter derivatives contract or a borrower of the Fund’s securities may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise to honor its obligations.

Credit Risk — Credit risk refers to the possibility that the issuer of a security will not be able to make principal and interest payments when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on both the financial condition of the issuer and the terms of the obligation.

Debt Securities Risk — Debt securities, such as bonds, involve credit risk. Credit risk is the risk that the borrower will not make timely payments of principal and interest. Changes in an issuer’s credit rating or the market’s perception of an issuer’s creditworthiness may also affect the value of the Fund’s investment in that issuer. The degree of credit risk depends on the issuer’s financial condition and on the terms of the securities. Debt securities are also subject to interest rate risk. Interest rate risk is the risk that the value of a debt security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter term securities.

Derivatives Risk — Derivatives are volatile and involve significant risks, including:

Volatility Risk – The Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets.

Counterparty Risk – Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligation.

Market and Liquidity Risk – Some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately. The Fund could also suffer losses related to its derivatives positions as a result of unanticipated market movements, which losses are potentially unlimited. Finally, BlackRock may not be able to predict correctly the direction of securities prices, interest rates and other economic factors, which could cause the Fund’s derivatives positions to lose value.

Valuation Risk – Valuation may be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase complex instruments or quote prices for them. Derivatives may also expose the Fund to greater risk and increase its costs. Certain transactions in derivatives involve substantial leverage risk and may expose the Fund to potential losses that exceed the amount originally invested by the Fund.

Hedging Risk – When a derivative is used as a hedge against a position that the Fund holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s hedging transactions will be effective. The use of hedging may invoke the application of the mark-to-market and straddle provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). If such provisions are applicable, there could be an increase (or decrease) in the amount of taxable dividends paid by the Fund and may impact whether dividends paid by the Fund are classified as capital gains or ordinary income. The use of derivatives increases the risk that the Fund will be unable to close out certain hedged positions to avoid adverse tax consequences.

Tax Risk – The income from certain derivatives may be subject to Federal income tax.

Regulatory Risk – Recent legislation calls for new regulation of the derivatives markets. The extent and impact of the regulation is not yet known and may not be known for some time. In particular, the Dodd-Frank Wall Street Reform Act (the “Reform Act”) may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives. The Reform Act substantially increases regulation of the over-the-counter derivatives market and participants in that market, including imposing clearing and reporting requirements on transactions involving instruments that fall within the Reform Act’s definition of “swap” and “security-based swap,” which terms generally include over-the-counter derivatives and imposing registration and potential substantive requirements on certain swap and security-based swap market participants. In addition, under the Reform Act, the Fund may be subject to additional recordkeeping and reporting requirements.

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Risks Specific to Certain Derivatives Used by the Fund

Credit Default Swaps – Credit default swaps may have as reference obligations one or more securities that are not currently held by the Fund. The protection “buyer” may be obligated to pay the protection “seller” an up-front payment or a periodic stream of payments over the term of the contract, provided generally that no credit event on a reference obligation has occurred. Credit default swaps involve special risks in addition to those mentioned above because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).

Forward Foreign Currency Exchange Contracts – Forward foreign currency exchange transactions are OTC contracts to purchase or sell a specified amount of a specified currency or multinational currency unit at a price and future date set at the time of the contract. Forward foreign currency exchange contracts do not eliminate fluctuations in the value of non-U.S. securities but rather allow the Fund to establish a fixed rate of exchange for a future point in time. This strategy can have the effect of reducing returns and minimizing opportunities for gain.

Futures – Futures are standardized, exchange-traded contracts that obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. The primary risks associated with the use of futures contracts and options are (a) the imperfect correlation between the change in market value of the instruments held by a Fund and the price of the futures contract or option; (b) possible lack of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated market movements, which are potentially unlimited; (d) the investment advisor’s inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that the counterparty will default in the performance of its obligations.

Indexed and Inverse Securities – Indexed and inverse securities provide a potential return based on a particular index of value or interest rates. The Fund’s return on these securities will be subject to risk with respect to the value of the particular index. These securities are subject to leverage risk and correlation risk. Certain indexed and inverse securities have greater sensitivity to changes in interest rates or index levels than other securities, and the Fund’s investment in such instruments may decline significantly in value if interest rates or index levels move in a way BlackRock does not anticipate.

Options – An option is an agreement that, for a premium payment or fee, gives the option holder (the purchaser) the right but not the obligation to buy (a “call option”) or sell (a “put option”) the underlying asset (or settle for cash an amount based on an underlying asset, rate, or index) at a specified price (the “exercise price”) during a period of time or on a specified date. Investments in options are considered speculative. When the Fund purchases an option, it may lose the premium paid for it if the price of the underlying security or other assets decreased or remained the same (in the case of a call option) or increased or remained the same (in the case of a put option). If a put or call option purchased by the Fund were permitted to expire without being sold or exercised, its premium would represent a loss to the Fund. To the extent that the Fund writes or sells an option, if the decline or increase in the underlying asset is significantly below or above the exercise price of the written option, the Fund could experience a substantial loss.

Swaps – Swap agreements are two-party contracts entered into for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which can be adjusted for an interest factor. Swap agreements involve the risk that the party with whom the Fund has entered into the swap will default on its obligation to pay the Fund and the risk that the Fund will not be able to meet its obligations to pay the other party to the agreement.

Dollar Rolls Risk — A dollar roll transaction involves a sale by the Fund of a mortgage-backed or other security concurrently with an agreement by the Fund to repurchase a similar security at a later date at an agreed-upon price. Dollar roll transactions involve the risk that the market value of the securities the Fund is required to purchase may decline below the agreed upon repurchase price of those securities. If the broker/dealer to whom the Fund sells securities becomes insolvent, the Fund’s right to purchase or repurchase securities may be restricted. Successful use of mortgage dollar rolls may depend upon the adviser’s ability to correctly predict interest rates and prepayments. There is no assurance that dollar rolls can be successfully employed.

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Early Termination Risk — The Board may terminate, liquidate or merge the Fund out of existence before the Maturity Date if it determines that it is in the best interests of the Fund. In such a case, the Fund may not achieve its investment objective, and you could lose money.

Emerging Markets Risk — The risks of foreign investments are usually much greater for emerging markets. Investments in emerging markets may be considered speculative. Emerging markets include those in countries defined as emerging or developing by the World Bank, the International Finance Corporation or the United Nations. Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. They are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. In addition, traditional measures of investment value used in the United States, such as price to earnings ratios, may not apply to certain small markets. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates.

Many emerging markets have histories of political instability and abrupt changes in policies. As a result, their governments are more likely to take actions that are hostile or detrimental to private enterprise or foreign investment than those of more developed countries. Some countries have pervasive corruption and crime that may hinder investments. Certain emerging markets may also face other significant internal or external risks, including the risk of war, and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth.

Extension Risk — When interest rates rise, certain obligations will be paid off by the obligor more slowly than anticipated, causing the value of these securities to fall. Rising interest rates tend to extend the duration of securities, making them more sensitive to changes in interest rates. The value of longer-term securities generally changes more in response to changes in interest rates than shorter-term securities. As a result, in a period of rising interest rates, securities may exhibit additional volatility and may lose value.

Foreign Securities Risk — Securities traded in foreign markets have often (though not always) performed differently from securities traded in the United States. However, such investments often involve special risks not present in U.S. investments that can increase the chances that the Fund will lose money. In particular, the Fund is subject to the risk that because there may be fewer investors on foreign exchanges and a smaller number of securities traded each day, it may be more difficult for the Fund to buy and sell securities on those exchanges. In addition, prices of foreign securities may go up and down more than prices of securities traded in the United States.

Certain Risks of Holding Fund Assets Outside the United States — The Fund generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight of their operations. Also, the laws of certain countries limit the Fund’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes bankrupt. In addition, it is often more expensive for the Fund to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Fund can earn on its investments and typically results in a higher operating expense ratio for the Fund than for investment companies invested only in the United States.

Currency Risk — Securities and other instruments in which the Fund invests may be denominated or quoted in currencies other than the U.S. dollar. For this reason, changes in foreign currency exchange rates can affect the value of the Fund’s portfolio.

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Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as “currency risk,” means that a strong U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns.

Foreign Economy Risk — The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Certain foreign economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries. Any of these actions could severely affect securities prices or impair the Fund’s ability to purchase or sell foreign securities or transfer the Fund’s assets or income back into the United States, or otherwise adversely affect the Fund’s operations.

Other potential foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing legal judgments in foreign courts and political and social instability. Diplomatic and political developments, including rapid and adverse political changes, social instability, regional conflicts, terrorism and war, could affect the economies, industries and securities and currency markets, and the value of the Fund’s investments, in non-U.S. countries. These factors are extremely difficult, if not impossible, to predict and take into account with respect to the Fund’s investments.

Governmental Supervision and Regulation/Accounting Standards — Many foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as such regulations exist in the United States. They also may not have laws to protect investors that are comparable to U.S. securities laws. For example, some foreign countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a company’s securities based on material non-public information about that company. In addition, some countries may have legal systems that may make it difficult for the Fund to vote proxies, exercise shareholder rights, and pursue legal remedies with respect to its foreign investments. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting standards, it may be harder for BlackRock to completely and accurately determine a company’s financial condition.

Settlement Risk — Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments.

At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for the Fund to carry out transactions. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Fund could be liable for any losses incurred.

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Government Agency Securities Risk — Certain of the government agency securities the Fund may purchase are backed only by the credit of the government agency and not by full faith and credit of the United States.

[High Portfolio Turnover Risk — The Fund may engage in active and frequent trading of its portfolio securities. High portfolio turnover (more than 100% per annum ) may result in increased transaction costs to the Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of the securities and on reinvestment in other securities. The sale of Fund portfolio securities may result in the realization and/or distribution to shareholders of higher capital gains or losses as compared to a fund with less active trading policies. These effects of higher than normal portfolio turnover may adversely affect Fund performance.]

Index Risk — There is no guarantee that a Fund will achieve investment results that correlate to the performance of its benchmark CoRI Index, and therefore achieve its investment objective. During the Pre-Maturity Date Period, the CoRI Index will seek to estimate the cost of lifetime income for an individual turning 65 in the Fund’s Maturity Year. The CoRI Index’s estimated cost is based on a proprietary methodology utilizing certain expected factors, such as longevity expectations, interest rates, time to retirement, and access to annuity contracts. Because these factors cannot be predicted with certainty, there is a risk that the CoRI Index’s projections during the Pre-Maturity Date Period may differ from actual future results. In addition, during both the Pre-Maturity Date Period and the Post-Maturity Date Period, the methodology of the CoRI Index is supported by assumptions about the relationship between annuity pricing and fixed income markets, the accuracy of third party reporting and compilation of current annuity pricing, and the predictive nature of the components of the methodology. There is no assurance that these assumptions are correct or will perform in the manner that they have in the past. The CoRI Indices are the property of BlackRock, Inc. and/or its subsidiaries, and are supported by proprietary BlackRock, Inc. research. Although BlackRock, Inc. will obtain information from sources that BlackRock, Inc. considers to be reliable, none of BlackRock, Inc., its subsidiaries or any other third party involved in, or related to, compiling, computing or creating the information guarantees the accuracy and/or the completeness of any of this information.

While BlackRock Index Services, LLC (the “Affiliated Index Provider”), a subsidiary of BlackRock, Inc., [publishes/provides] descriptions of what the CoRI Indices are designed to achieve, the Affiliated Index Provider does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in respect of its indices, and does not guarantee that the CoRI Indices will not deviate from their stated methodologies. The Affiliated Index Provider does not provide any warranty or guarantee for Affiliated Index Provider errors. Errors in respect of the quality, accuracy and completeness of the data may occur from time to time and may not be identified and corrected for a period of time. Therefore gains, losses or costs associated with Affiliated Index Provider errors will be borne by a Fund and its shareholders. For example, during a period where a CoRI Index contains incorrect constituents, a Fund tracking such published CoRI Index would have market exposure to such constituents and would be underexposed to the CoRI Index’s other constituents. As such, errors may result in a negative or positive performance impact to a Fund and its shareholders. Shareholders should understand that any gains from Affiliated Index Provider errors will be kept by the Fund and its shareholders and any losses resulting from Affiliated Index Provider errors will be borne by the Fund and its shareholders.

During the Pre-Maturity Date, the CoRI Indices will be rebalanced monthly, and during the Post-Maturity Date Period, the CoRI Indices will be rebalanced [monthly/daily]. Apart from scheduled rebalances, the Affiliated Index Provider may carry out additional ad hoc rebalances to each CoRI Index in order, for example, to correct an error in the selection of index constituents. Where each CoRI Index of a Fund is rebalanced and the Fund in turn rebalances its portfolio to bring it in line with its corresponding CoRI Index, any transaction costs and market exposure arising from such portfolio rebalancing will be borne directly by the Fund and its shareholders. Unscheduled rebalances to a CoRI Index may also expose a Fund to tracking error risk, which is the risk that its returns may not track exactly those of the CoRI Index. Therefore, errors and additional ad hoc rebalances carried out by the Affiliated Index Provider to a CoRI Index may increase the costs and market exposure risk of a Fund.

The CoRI Indices do not guarantee future income or protection against loss of principal. There can be no assurance that an investment strategy based on a CoRI Index will be successful. The CoRI Indices are unmanaged and cannot be invested in directly.

Interest Rate Risk — Interest rate risk is the risk that prices of fixed-income securities generally increase when interest rates decline and decrease when interest rates increase. Prices of longer-term securities generally change more in response to interest rate changes than prices of shorter-term securities. The Fund may lose money if short-term or long-term interest rates rise sharply or otherwise change in a manner not anticipated by BlackRock.

Market Risk and Selection Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Selection risk is the risk that the securities selected by BlackRock will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies. This means you may lose money. Although the Fund will seek to provide long-term investment results that correspond to the total return of the CoRI Index, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the value of the Fund’s investments selected by BlackRock may decrease in value significantly. Any such decrease may have a materially adverse effect on the Fund and the value of your investment.

Mortgage- and Asset-Backed Securities Risks — Mortgage-backed securities (residential and commercial) and asset-backed securities represent interests in “pools” of mortgages or other assets, including consumer loans or receivables held in trust. Although asset-backed and commercial mortgage-backed securities (“CMBS”) generally experience less prepayment than residential mortgage-backed securities, mortgage-backed and asset-backed securities, like traditional fixed-income securities, are subject to credit, interest rate, prepayment and extension risks.

Small movements in interest rates (both increases and decreases) may quickly and significantly reduce the value of certain mortgage-backed securities. The Fund’s investments in asset-backed securities are subject to risks similar to those associated with mortgage-related securities, as well as additional risks associated with the nature of the assets and the servicing of those assets. These securities also are subject to the risk of default on the underlying mortgage or assets, particularly during periods of economic downturn. Certain CMBS are issued in several classes with different levels of yield and credit protection. The Fund’s investments in CMBS with several classes may be in the lower classes that have greater risks than the higher classes, including greater interest rate, credit and prepayment risks.

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Mortgage-backed securities may be either pass-through securities or collateralized mortgage obligations (“CMOs”). Pass-through securities represent a right to receive principal and interest payments collected on a pool of mortgages, which are passed through to security holders. CMOs are created by dividing the principal and interest payments collected on a pool of mortgages into several revenue streams (tranches) with different priority rights to portions of the underlying mortgage payments. Certain CMO tranches may represent a right to receive interest only (“IOs”), principal only (“POs”) or an amount that remains after floating-rate tranches are paid (an inverse floater). These securities are frequently referred to as “mortgage derivatives” and may be extremely sensitive to changes in interest rates. Interest rates on inverse floaters, for example, vary inversely with a short-term floating rate (which may be reset periodically). Interest rates on inverse floaters will decrease when short-term rates increase, and will increase when short-term rates decrease. These securities have the effect of providing a degree of investment leverage. In response to changes in market interest rates or other market conditions, the value of an inverse floater may increase or decrease at a multiple of the increase or decrease in the value of the underlying securities. If the Fund invests in CMO tranches (including CMO tranches issued by government agencies) and interest rates move in a manner not anticipated by BlackRock, it is possible that the Fund could lose all or substantially all of its investment.

The mortgage market in the United States recently has experienced difficulties that may adversely affect the performance and market value of certain of the Fund’s mortgage-related investments. Delinquencies and losses on mortgage loans (including subprime and second-lien mortgage loans) generally have increased recently and may continue to increase, and a decline in or flattening of real-estate values (as has recently been experienced and may continue to be experienced in many housing markets) may exacerbate such delinquencies and losses. Also, a number of mortgage loan originators have recently experienced serious financial difficulties or bankruptcy. Reduced investor demand for mortgage loans and mortgage-related securities and increased investor yield requirements have caused limited liquidity in the secondary market for mortgage-related securities, which can adversely affect the market value of mortgage-related securities. It is possible that such limited liquidity in such secondary markets could continue or worsen.

Asset-backed securities entail certain risks not presented by mortgage-backed securities, including the risk that in certain states it may be difficult to perfect the liens securing the collateral backing certain asset-backed securities. In addition, certain asset-backed securities are based on loans that are unsecured, which means that there is no collateral to seize if the underlying borrower defaults. Certain mortgage-backed securities in which the Fund may invest may also provide a degree of investment leverage, which could cause the Fund to lose all or substantially all of its investment.

Municipal Securities Risks — Municipal securities risks include the ability of the issuer to repay the obligation, the relative lack of information about certain issuers of municipal securities, and the possibility of future legislative changes which could affect the market for and value of municipal securities. These risks include:

General Obligation Bonds Risks — The full faith, credit and taxing power of the municipality that issues a general obligation bond secures payment of interest and repayment of principal. Timely payments depend on the issuer’s credit quality, ability to raise tax revenues and ability to maintain an adequate tax base.

Revenue Bonds Risks — Payments of interest and principal on revenue bonds are made only from the revenues generated by a particular facility, class of facilities or the proceeds of a special tax or other revenue source. These payments depend on the money earned by the particular facility or class of facilities, or the amount of revenues derived from another source.

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Private Activity Bonds Risks — Municipalities and other public authorities issue private activity bonds to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its full faith, credit and taxing power for repayment. If the private enterprise defaults on its payments, the Fund may not receive any income or get its money back from the investment.

Moral Obligation Bonds Risks — Moral obligation bonds are generally issued by special purpose public authorities of a state or municipality. If the issuer is unable to meet its obligations, repayment of these bonds becomes a moral commitment, but not a legal obligation, of the state or municipality.

Municipal Notes Risks — Municipal notes are shorter term municipal debt obligations. They may provide interim financing in anticipation of, and are secured by, tax collection, bond sales or revenue receipts. If there is a shortfall in the anticipated proceeds, the notes may not be fully repaid and the Fund may lose money.

Municipal Lease Obligations Risks — In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. The issuer will generally appropriate municipal funds for that purpose, but is not obligated to do so. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property. However, if the issuer does not fulfill its payment obligation it may be difficult to sell the property and the proceeds of a sale may not cover the Fund’s loss.

Tax-Exempt Status Risk — In making investments, the Fund and its investment manager will rely on the opinion of issuers’ bond counsel and, in the case of derivative securities, sponsors’ counsel, on the tax-exempt status of interest on Municipal Obligations and payments under tax-exempt derivative securities. Neither the Fund nor its investment manager will independently review the bases for those tax opinions. If any of those tax opinions are ultimately determined to be incorrect or if events occur after the security is acquired that impact the security’s tax-exempt status, the Fund and its shareholders could be subject to substantial tax liabilities. The Internal Revenue Service (the “IRS”) has generally not ruled on the taxability of the securities. An assertion by the IRS that a portfolio security is not exempt from federal income tax (contrary to indications from the issuer) could affect the Fund’s and shareholder’s income tax liability for the current or past years and could create liability for information reporting penalties. In addition, an IRS assertion of taxability may impair the liquidity and the fair market value of the securities.

Non-Investment Grade Securities Risk — Although non-investment grade securities generally pay higher rates of interest than investment grade securities, non-investment grade securities are high risk investments that may cause income and principal losses for the Fund. The major risks of non-investment grade investments include:

·Non-investment grade securities may be issued by less creditworthy issuers. Issuers of non-investment grade securities may have a larger amount of outstanding debt relative to their assets than issuers of investment grade securities. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of holders of non-investment grade securities, leaving few or no assets available to repay holders of non-investment grade securities.
·Prices of non-investment grade securities are subject to extreme price fluctuations. Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of non-investment grade securities than on other higher rated fixed-income securities.
·Issuers of non-investment grade securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments, or the unavailability of additional financing.
·Non-investment grade securities frequently have redemption features that permit an issuer to repurchase the security from the Fund before it matures. If the issuer redeems non-investment grade securities, the Fund may have to invest the proceeds in bonds with lower yields and may lose income.
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·Non-investment grade securities may be less liquid than higher rated fixed-income securities, even under normal economic conditions. There are fewer dealers in the non-investment grade securities market, and there may be significant differences in the prices quoted for junk bonds by the dealers. Because they are less liquid, judgment may play a greater role in valuing certain of the Fund’s securities than is the case with securities trading in a more liquid market.
·The Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.

The credit rating of a high yield security does not necessarily address its market value risk. Ratings and market value may change from time to time, positively or negatively, to reflect new developments regarding the issuer.

Pay-in-kind Bonds Risk — Similar to zero coupon obligations, pay-in-kind bonds also carry additional risk as holders of these types of securities realize no cash until the cash payment date unless a portion of such securities is sold and, if the issuer defaults, the Fund may obtain no return at all on its investment. The market price of pay-in-kind bonds is affected by interest rate changes to a greater extent, and therefore tends to be more volatile, than that of securities which pay interest in cash. Additionally, current federal tax law requires the holder of certain pay-in-kind bonds to accrue income with respect to these securities prior to the receipt of cash payments. To maintain its qualification as a regulated investment company and avoid liability for federal income and excise taxes, the Fund may be required to distribute income accrued with respect to these securities and may have to dispose of portfolio securities under disadvantageous circumstances in order to generate cash to satisfy these distribution requirements.

Prepayment Risk — When interest rates fall, certain obligations will be paid off by the obligor more quickly than originally anticipated, and the Fund may have to invest the proceeds in securities with lower yields. In periods of falling interest rates, the rate of prepayments tends to increase (as does price fluctuation) as borrowers are motivated to pay off debt and refinance at new lower rates. During such periods, reinvestment of the prepayment proceeds by the management team will generally be at lower rates of return than the return on the assets that were prepaid. Prepayment reduces the yield to maturity and the average life of the security.

Retirement Income Risk — The Fund does not provide a guarantee that sufficient capital appreciation will be achieved to provide adequate income at and through retirement. The Fund also does not ensure that you will have assets in your account sufficient to cover your retirement expenses or that you will have enough saved to be able to retire in the target year identified in the Fund name; this will depend on the amount of money you have invested in the Fund, the length of time you have held your investment, the returns of the markets over time, the amount you spend in retirement, and your other assets and income sources.

Short Sales Risk — Because making short sales in securities that it does not own exposes the Fund to the risks associated with those securities, such short sales involve speculative exposure risk. The Fund will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Fund replaces the security sold short. The Fund will realize a gain if the security declines in price between those dates. As a result, if the Fund makes short sales in securities that increase in value, it will likely underperform similar funds that do not make short sales in securities they do not own. There can be no assurance that the Fund will be able to close out a short sale position at any particular time or at an acceptable price. Although the Fund’s gain is limited to the amount at which it sold a security short, its potential loss is limited only by the maximum attainable price of the security, less the price at which the security was sold. The Fund may also pay transaction costs and borrowing fees in connection with short sales.

Tax Risk — An investor’s ability to achieve investment results that correspond to the total return of the CoRI Index will depend, in part, on the reinvestment in full of all dividends and distributions, without redemptions of Fund shares. For taxable accounts invested in the Fund, any tax liabilities stemming from Fund dividends and other distributions would need to be paid by the investor using funds from outside of his or her investment in the Fund in order for the investor to remain fully invested in the Fund. Tax liabilities from dividends, other distributions or share redemptions are not accounted for in the Fund’s tracking of the CoRI Index. Such tax liabilities would include federal income taxes, the federal Medicare tax of 3.8% on net gain from investments and on net investment income (above certain income levels), and any applicable state and local taxes. Similarly, the final liquidation of the Fund, as well as any share redemptions prior thereto, will be taxable to investors. The CoRI Index does not account for investor tax liabilities from the Fund’s final liquidation or other share redemptions. Fund investors should consult their financial advisors before investing in the Fund.

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Tracking Error Risk — Tracking error is the divergence of the Fund’s performance from that of the CoRI Index. Tracking error may occur because the Fund has operating and other expenses that the CoRI Index does not. It may also occur because of differences between the securities held in the Fund’s portfolio and those included in the CoRI Index, transaction costs, the Fund’s holding of cash, differences in timing of the accrual of dividends, changes to the CoRI Index or the need to meet various new or existing regulatory requirements. As a result, while the Fund will attempt to provide long-term investment results that correspond to the total return of the CoRI Index, the Fund will tend to underperform the Index to some degree over time. In addition, there is no guarantee that the Fund will be able to meet its objective or that its strategies will be successful. For example, the Fund may underperform its corresponding CoRI Index significantly. Any such underperformance may have a materially adverse effect on the Fund and the value of your investment.

Treasury Obligations Risk — Treasury obligations may differ in their interest rates, maturities, times of issuance and other characteristics. Obligations of U.S. Government agencies and authorities are supported by varying degrees of credit but generally are not backed by the full faith and credit of the U.S. Government. No assurance can be given that the U.S. Government will provide financial support to its agencies and authorities if it is not obligated by law to do so.

U.S. Government Mortgage-Related Securities Risk — There are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities that they issue. Mortgage-related securities guaranteed by GNMA are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the United States. GNMA securities also are supported by the right of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. Mortgage-related securities issued by Fannie Mae or Freddie Mac are solely the obligations of Fannie Mae or Freddie Mac, as the case may be, and are not backed by or entitled to the full faith and credit of the United States but are supported by the right of the issuer to borrow from the Treasury.

U.S. Government Obligations Risk — Obligations of U.S. Government agencies, authorities, instrumentalities and sponsored enterprises have historically involved little risk of loss of principal if held to maturity. However, not all U.S. Government securities are backed by the full faith and credit of the United States. Obligations of certain agencies, authorities, instrumentalities and sponsored enterprises of the U.S. Government are backed by the full faith and credit of the United States (e.g., the Government National Mortgage Association); other obligations are backed by the right of the issuer to borrow from the U.S. Treasury (e.g., the Federal Home Loan Banks) and others are supported by the discretionary authority of the U.S. Government to purchase an agency’s obligations. Still others are backed only by the credit of the agency, authority, instrumentality or sponsored enterprise issuing the obligation. No assurance can be given that the U.S. Government would provide financial support to any of these entities if it is not obligated to do so by law.

Zero Coupon Securities Risk — While interest payments are not made on such securities, holders of such securities are deemed to have received income (“phantom income”) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holder’s ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently. Longer term zero coupon bonds are more exposed to interest rate risk than shorter term zero coupon bonds. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash.

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Other Risks of Investing in the Funds

Each Fund may also be subject to certain other risks associated with its investments and investment strategies, including:

Convertible Securities Risk — The market value of a convertible security performs like that of a regular debt security; that is, if market interest rates rise, the value of a convertible security usually falls. In addition, convertible securities are subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. Since it derives a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same types of market and issuer risks that apply to the underlying common stock.

Equity Securities Risk — Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate and can decline and reduce the value of a portfolio investing in equities. The value of equity securities purchased by the Fund could decline if the financial condition of the companies the Fund invests in decline or if overall market and economic conditions deteriorate. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or an increase in production costs and competitive conditions within an industry. In addition, they may decline due to general market conditions that are not specifically related to a company or industry, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or generally adverse investor sentiment.

Expense Risk — Fund expenses are subject to a variety of factors, including fluctuations in the Fund’s net assets. Accordingly, actual expenses may be greater or less than those indicated. For example, to the extent that the Fund’s net assets decrease due to market declines or redemptions, the Fund’s expenses will increase as a percentage of Fund net assets. During periods of high market volatility, these increases in the Fund’s expense ratio could be significant.

Indexed and Inverse Securities Risk — Certain indexed and inverse securities have greater sensitivity to changes in interest rates or index levels than other securities, and the Fund’s investment in such instruments may decline significantly in value if interest rates or index levels move in a way BlackRock does not anticipate.

[Inflation Indexed Bonds — The principal value of an investment is not protected or otherwise guaranteed by virtue of the Fund’s investments in inflation-indexed bonds.

Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced.

Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal value.

The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.

Periodic adjustments for inflation to the principal amount of an inflation-indexed bond may give rise to original issue discount, which will be includable in the Fund’s gross income. Due to original issue discount, the Fund may be required to make annual distributions to shareholders that exceed the cash received, which may cause the Fund to liquidate certain investments when it is not advantageous to do so. Also, if the principal value of an inflation-indexed bond is adjusted downward due to deflation, amounts previously distributed in the taxable year may be characterized in some circumstances as a return of capital.]

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Investment in Other Investment Companies Risk — As with other investments, investments in other investment companies are subject to market and selection risk. In addition, if the Fund acquires shares of investment companies, including ones affiliated with the Fund, shareholders bear both their proportionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of the investment companies. To the extent the Fund is held by an affiliated fund, the ability of the Fund itself to hold other investment companies may be limited.

Leverage Risk — Some transactions may give rise to a form of economic leverage. These transactions may include, among others, derivatives, and may expose the Fund to greater risk and increase its costs. As an open-end investment company registered with the SEC, the Fund is subject to the federal securities laws, including the Investment Company Act, the rules thereunder, and various SEC and SEC staff interpretive positions. In accordance with these laws, rules and positions, the Fund must “set aside” liquid assets (often referred to as “asset segregation”), or engage in other SEC- or staff-approved measures, to “cover” open positions with respect to certain kinds of instruments. The use of leverage may cause the Fund to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations or to meet any required asset segregation requirements. Increases and decreases in the value of the Fund’s portfolio will be magnified when the Fund uses leverage.

Liquidity Risk — Liquidity risk exists when particular investments are difficult to purchase or sell. The Fund’s investments in illiquid securities may reduce the returns of the Fund because it may be difficult to sell the illiquid securities at an advantageous time or price. To the extent that the Fund’s principal investment strategies involve derivatives or securities with substantial market and/or credit risk, the Fund will tend to have the greatest exposure to liquidity risk. Liquid investments may become illiquid after purchase by the Fund, particularly during periods of market turmoil. Illiquid investments may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments to meet redemption requests or for other cash needs, the Fund may suffer a loss. In addition, when there is illiquidity in the market for certain securities, the Fund, due to limitations on illiquid investments, may be subject to purchase and sale restrictions.

[Passive Investment Risk — Because BlackRock does not select individual companies in the index that the Fund tracks, the Fund may hold securities of companies that present risks that an investment adviser researching individual securities might seek to avoid.]

Repurchase Agreements, Purchase and Sale Contracts Risks — If the other party to a repurchase agreement or purchase and sale contract defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. If the seller fails to repurchase the security in either situation and the market value of the security declines, the Fund may lose money.

Securities Lending Risk — Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Fund may lose money and there may be a delay in recovering the loaned securities. The Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. These events could trigger adverse tax consequences for the Fund.

[Swaptions Risk The Fund may purchase and sell put and call options on swap agreements, commonly referred to as “swaptions.” A swaption is a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. The Fund may write (sell) and purchase put and call swaptions. Depending on the terms of the particular option agreement, the Fund generally will incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When the Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. When the Fund writes a swaption, upon exercise of the option, the Fund will become obligated according to the terms of the underlying agreement.]

When-Issued and Delayed Delivery Securities and Forward Commitments Risks When-issued and delayed delivery securities and forward commitments involve the risk that the security the Fund buys will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. If this occurs, the Fund loses both the investment opportunity for the assets it set aside to pay for the security and any gain in the security’s price.

 

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Account Information

 

How to Choose the Share Class that Best Suits Your Needs


Each Fund currently offers multiple share classes (Investor A and Institutional Shares in this prospectus), each with its own sales charge and expense structure, allowing you to invest in the way that best suits your needs. Each share class represents the same ownership interest in the portfolio investments of the particular Fund. When you choose your class of shares, you should consider the size of your investment and how long you plan to hold your shares. Your financial adviser or Financial Intermediary can help you determine which share class is best suited to your personal financial goals.

For example, if you select Institutional Shares, you will not pay any sales charge. However, only certain investors may buy Institutional Shares. If you select Investor A Shares, you generally pay a sales charge at the time of purchase and an ongoing service fee of [0.25]% per year. You may be eligible for a sales charge reduction or waiver.

Each Fund’s shares are distributed by BlackRock Investments, LLC (the “Distributor”), an affiliate of BlackRock.

The table below summarizes key features of each of the share classes offered by the Funds.

 

Share Classes at a Glance1

 

         
    Investor A   Institutional
Availability   Generally available through Financial Intermediaries.  

Limited to certain investors, including:

•  Current Institutional shareholders that meet certain requirements.

•  Certain employer-sponsored retirement plans.

•  Participants in certain programs sponsored by BlackRock or its affiliates, or other Financial Intermediaries.

•  Certain employees of BlackRock or its affiliates.

Minimum Investment  

$1,000 for all accounts except:

•$250 for certain fee-based programs.

•$100 for certain employer-sponsored retirement plans.

•$50, if establishing an Automatic Investment Plan.

 

$2 million for institutions and individuals.

 

Institutional Shares are available to clients of registered investment advisers who have $250,000 invested in the Fund.

Initial Sales Charge?   Yes. Payable at time of purchase. Lower sales charges are available for larger investments.   No. Entire purchase price is invested in shares of the Fund.
Deferred Sales Charge?   No. (May be charged for purchases of [$1 million] or more that are redeemed within [eighteen] months).   No.
Distribution and Service (12b-1) Fees?  

No Distribution Fee.

0.25% Annual Service Fee.

  No.
Redemption Fee?   No.   No.
Conversion to Investor A Shares?   N/A   No.
Advantage   Makes sense for investors who are eligible to have the sales charge reduced or eliminated or who have a long-term investment horizon because there are no ongoing distribution fees.   No up-front sales charge so you start off owning more shares.
Disadvantage   You pay a sales charge up-front, and therefore you start off owning fewer shares.   Limited availability.
1  Please see “Details About the Share Classes” for more information about each share class.
           

 

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The following pages will cover the additional details of each share class, including the Institutional Shares requirements, the sales charge table for Investor A Shares, reduced sales charge information, and sales charge waivers.

 

More information about existing sales charge reductions and waivers is available free of charge in a clear and prominent format via hyperlink at www.blackrock.com and in the SAI, which is available on the website or on request.

 

Details About the Share Classes


Investor A Shares – Initial Sales Charge Option

The following table shows the front-end sales charges that you may pay if you buy Investor A Shares. The offering price for Investor A Shares includes any front-end sales charge. The front-end sales charge expressed as a percentage of the offering price may be higher or lower than the charge described below due to rounding. Similarly, any contingent deferred sales charge paid upon certain redemptions of Investor A Shares expressed as a percentage of the applicable redemption amount may be higher or lower than the charge described below due to rounding. You may qualify for a reduced front-end sales charge. Purchases of Investor A Shares at certain fixed dollar levels, known as “breakpoints,” cause a reduction in the front-end sales charge. Once you achieve a breakpoint, you pay that sales charge on your entire purchase amount (and not just the portion above the breakpoint). If you select Investor A Shares, you will pay a sales charge at the time of purchase as shown in the following table.

                         
       
Your Investment   Sales Charge
As a % of
Offering Price
    Sales Charge
As a % of Your
Investment1
    Dealer
Compensation
As a % of
Offering Price
 
Less than $25,000     [  ]%       [  ]%       [  ]%  
$25,000 but less than $50,000     [  ]%       [  ]%       [  ]%  
$50,000 but less than $100,000     [  ]%       [  ]%       [  ]%  
$100,000 but less than $250,000     [  ]%       [  ]%       [  ]%  
$250,000 but less than $500,000     [  ]%       [  ]%       [  ]%  
$500,000 but less than $750,000     [  ]%       [  ]%       [  ]%  
$750,000 but less than $1,000,000     [  ]%       [  ]%       [  ]%  
$1,000,000 and over2     [  ]%       [  ]%       [  ]%  

 

1      Rounded to the nearest one-hundredth percent.
2      If you invest [$1,000,000] or more in Investor A Shares, you will not pay an initial sales charge. In that case, BlackRock compensates the financial intermediary from its own resources. However, if you redeem your shares within [18] months after purchase, you may be charged a deferred sales charge of [1.00%] of the lesser of the original cost of the shares being redeemed or your redemption proceeds. Such deferred sales charge may be waived in connection with certain fee-based programs.

No initial sales charge applies to Investor A Shares that you buy through reinvestment of Fund dividends or capital gains.

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Sales Charges Reduced or Eliminated for Investor A Shares

There are several ways in which the sales charge can be reduced or eliminated. Purchases of Investor A Shares at certain fixed dollar levels, known as “breakpoints,” cause a reduction in the front-end sales charge (as described above in the “Investor A Shares — Initial Sales Charge Option” section). Additionally, the front-end sales charge can be reduced or eliminated through one or a combination of the following: a Letter of Intent, the right of accumulation, the reinstatement privilege (described under “Account Services and Privileges”), or a waiver of the sales charge (described below). Reductions or eliminations through a Letter of Intent or right of accumulation will apply to the value of all qualifying holdings in shares of mutual funds sponsored and advised by BlackRock or its affiliates (“BlackRock Funds”) owned by (a) the investor, or (b) the investor’s spouse and any children and a trust, custodial account or fiduciary account for the benefit of any such individuals. For this purpose, the value of an investor’s holdings means the offering price of the newly purchased shares (including any applicable sales charge) plus the current value (including any sales charges paid) of all other shares the investor already holds taken together.

Qualifying Holdings Investor Shares, Institutional Shares (in most BlackRock Funds) and investments in the BlackRock CollegeAdvantage 529 Program.

Qualifying Holdings may include shares held in accounts held at a Financial Intermediary, including personal accounts, certain retirement accounts, UGMA/UTMA accounts, Joint Tenancy accounts, trust accounts and Transfer on Death accounts, as well as shares purchased by a trust of which the investor is a beneficiary. For purposes of the Letter of Intent and right of accumulation, the investor may not combine with the investor’s other holdings shares held in pension, profit sharing or other employer-sponsored retirement plans if those shares are held in the name of a nominee or custodian.

In order to receive a reduced sales charge, at the time an investor purchases shares of the Fund, the investor should inform the Financial Intermediary and/or BlackRock Funds of any other shares of the Fund or any other BlackRock Fund that qualify for a reduced sales charge. Failure by the investor to notify the Financial Intermediary or BlackRock Funds may result in the investor not receiving the sales charge reduction to which the investor is otherwise entitled.

The Financial Intermediary or BlackRock Funds may request documentation — including account statements and records of the original cost of the shares owned by the investor, the investor’s spouse and/or children showing that the investor qualifies for a reduced sales charge. The investor should retain these records because — depending on where an account is held or the type of account — the Fund and/or the Financial Intermediary or BlackRock Funds may not be able to maintain this information.

For more information, see the SAI or contact your Financial Intermediary.

Letter of Intent

An investor may qualify for a reduced front-end sales charge immediately by signing a “Letter of Intent” stating the investor’s intention to buy a specified amount of Investor A or Institutional Shares and/or make an investment through the BlackRock CollegeAdvantage 529 Program in one or more BlackRock Funds within the next 13 months that would, if bought all at once, qualify the investor for a reduced sales charge. The initial investment must meet the minimum initial purchase requirement. The 13-month Letter of Intent period commences on the day that the Letter of Intent is received by the Fund, and the investor must tell the Fund that later purchases are subject to the Letter of Intent. Purchases submitted prior to the date the Letter of Intent is received by the Fund are not counted toward the sales charge reduction. During the term of the Letter of Intent, the Fund will hold Investor A Shares representing up to 5% of the indicated amount in an escrow account for payment of a higher sales load if the full amount indicated in the Letter of Intent is not purchased. If the full amount indicated is not purchased within the 13-month period, and the investor does not pay the higher sales load within 20 days, the Fund will redeem enough of the Investor A Shares held in escrow to pay the difference.

Right of Accumulation

Investors have a “right of accumulation” under which the current value of (i) an investor’s existing BlackRock Funds Investor A and A1, Investor B, B1, B2 and B3, Investor C, C1, C2 and C3, and Institutional Shares and/or (ii) the investment in the BlackRock CollegeAdvantage 529 Program by the investor or by or on behalf of the investor’s spouse and children may be combined with the amount of the current purchase in determining whether an investor qualifies for a breakpoint and a reduced front-end sales charge. Financial Intermediaries may value current holdings of their customers differently for purposes of determining whether an investor qualifies for a breakpoint and a reduced front-end sales charge, although customers of the same Financial Intermediary will be treated similarly. In order to use this right, the investor must alert BlackRock to the existence of any previously purchased shares.

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Other Front-End Sales Charge Waivers

The following persons may also buy Investor A Shares without paying a sales charge:

 

§Certain employer-sponsored retirement plans. For purposes of this waiver, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPs;
§Rollovers of current investments through certain employer-sponsored retirement plans provided the shares are transferred to the same BlackRock Fund as either a direct rollover, or subsequent to distribution, the rolled-over proceeds are contributed to a BlackRock IRA through an account directly with the Fund; or purchases by IRA programs that are sponsored by Financial Intermediary firms provided the Financial Intermediary firm has entered into a Class A Net Asset Value agreement with respect to such program with the Distributor;
§Insurance company separate accounts;
§Registered investment advisers, trust companies and bank trust departments exercising discretionary investment authority with respect to amounts to be invested in the Fund;
§Persons participating in a fee-based program (such as a wrap account) under which they pay advisory fees to a broker-dealer or other financial institution;
§Financial Intermediaries who have entered into an agreement with the Distributor and have been approved by the Distributor to offer Fund shares to self-directed investment brokerage accounts that may or may not charge a transaction fee;
§Persons associated with the Fund, the Fund’s manager, [the Fund’s sub-adviser], transfer agent, Distributor, fund accounting agents, Barclays PLC (“Barclays”) and their respective affiliates (to the extent permitted by these firms) including: (a) officers, directors and partners; (b) employees and retirees; (c) employees of firms who have entered into selling agreements to distribute shares of BlackRock-advised Funds; (d) immediate family members of such persons; and (e) any trust, pension, profit-sharing or other benefit plan for any of the persons set forth in (a) through (d); and
§State sponsored 529 college savings plans.

The availability of Investor A Shares sales charge waivers may depend on the policies, procedures and trading platforms of your financial intermediary; consult your financial adviser.

Investor A Shares at Net Asset Value

If you invest $[1,000,000] or more in Investor A Shares, you will not pay any initial sales charge. However, if you redeem your Investor A Shares within [18] months after purchase, you may be charged a deferred sales charge of [1.00%] of the lesser of the original cost of the shares being redeemed or your redemption proceeds. For a discussion on waivers, see “Contingent Deferred Sales Charge Waivers.”

If you are eligible to buy both Investor A and Institutional Shares, you should buy Institutional Shares since Investor A Shares are subject to a front end sales charge and an annual 0.25% service fee, while Institutional Shares are not. The Distributor normally pays the annual Investor A Shares service fee to dealers as a shareholder servicing fee on a monthly basis.

Contingent Deferred Sales Charge Waivers

The deferred sales charge relating to Investor A Shares may be reduced or waived in certain circumstances, such as:

 

§Redemptions of shares purchased through certain employer-sponsored retirement plans and rollovers of current investments in the Fund through such plans;
§Exchanges pursuant to the exchange privilege, as described in “How to Exchange Shares or Transfer your Account”;
§Redemptions made in connection with minimum required distributions from IRA or 403(b)(7) accounts due to the shareholder reaching the age of 701/2;
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§Certain post-retirement withdrawals from an IRA or other retirement plan if you are over 591/2 years old and you purchased your shares prior to October 2, 2006;
§Redemptions made with respect to certain retirement plans sponsored by a Fund, BlackRock or an affiliate;
§Redemptions resulting from shareholder death as long as the waiver request is made within one year of death or, if later, reasonably promptly following completion of probate (including in connection with the distribution of account assets to a beneficiary of the decedent);
§Withdrawals resulting from shareholder disability (as defined in the Internal Revenue Code) as long as the disability arose subsequent to the purchase of the shares;
§Involuntary redemptions made of shares in accounts with low balances;
§Certain redemptions made through the Systematic Withdrawal Plan offered by a Fund, BlackRock or an affiliate;
§Redemptions related to the payment of BNY Mellon Investment Servicing Trust Company custodial IRA fees; and
§Redemptions when a shareholder can demonstrate hardship, in the absolute discretion of the Fund.

More information about existing sales charge reductions and waivers is available free of charge in a clear and prominent format via hyperlink at www.blackrock.com and in the SAI, which is available on the website or on request.

Institutional Shares

Institutional Shares are not subject to any sales charge. Only certain investors are eligible to buy Institutional Shares. Your Financial Intermediary can help you determine whether you are eligible to buy Institutional Shares. The Fund may permit a lower initial investment for certain investors if their purchase, combined with purchases by other investors received together by the Fund, meets the minimum investment requirement.

 

Eligible Institutional investors include the following:

 

§Investors who currently own Institutional Shares of the Fund may make additional purchases of Institutional Shares of the Fund directly from the Fund;
§Institutional and individual retail investors with a minimum investment of $2 million who purchase directly from the Fund;
§Certain employer-sponsored retirement plans. For this purpose, employer-sponsored retirement plans do not include SEP IRAs, SIMPLE IRAs or SARSEPS;
§Investors in selected fee based programs;
§Clients of registered investment advisers who have $250,000 invested in the Fund;
§Trust department clients of PNC Bank and Bank of America, N.A. and their affiliates for whom they (i) act in a fiduciary capacity (excluding participant directed employee benefit plans); (ii) otherwise have investment discretion; or (iii) act as custodian for at least $2 million in assets;
§Unaffiliated banks, thrifts or trust companies that have agreements with the Distributor;
§Holders of certain Merrill Lynch & Co., Inc. (“Merrill Lynch”) sponsored unit investment trusts (“UITs”) who reinvest dividends received from such UITs in shares of the Fund; and
§Employees, officers and directors/trustees of BlackRock, Inc., BlackRock Funds, Merrill Lynch, The PNC Financial Services Group, Inc. (“PNC”), Barclays or their respective affiliates.
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Distribution and Service Payments


The Funds have adopted plans (the “Plans”) that allow each Fund to pay distribution fees for the sale of its shares under Rule 12b-1 of the Investment Company Act and shareholder servicing fees for certain services provided to its shareholders.

 

Plan Payments

Under the Plans, a Fund pays shareholder servicing fees (also referred to as shareholder liaison services fees) to Financial Intermediaries for providing support services to their customers who own Investor A Shares. The shareholder servicing fee payment is calculated as a percentage of the average daily net asset value of Investor A Shares of a Fund. All Investor A Shares pay this shareholder servicing fee. Institutional Shares do not pay a shareholder servicing fee.

 

In return for the shareholder servicing fee, Financial Intermediaries (including BlackRock) may provide one or more of the following services to their customers who own Investor A Shares:

nResponding to customer questions on the services performed by the Financial Intermediary and investments in Investor A Shares;
nAssisting customers in choosing and changing dividend options, account designations and addresses; and
nProviding other similar shareholder liaison services.

The shareholder servicing fees payable pursuant to the Plans are paid to compensate Financial Intermediaries for the administration and servicing of shareholder accounts and are not costs which are primarily intended to result in the sale of a Fund’s shares. Because the fees paid by a Fund under the Plans are paid out of Fund assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. For more information on the Plans, including a complete list of services provided thereunder, see the SAI.

 

Other Payments by a Fund

In addition to, rather than in lieu of, distribution and shareholder servicing fees that a Fund may pay to a Financial Intermediary pursuant to the Plans and fees a Fund pays to its transfer agent, [BNY Mellon Investment Servicing (US) Inc. (the “Transfer Agent”)], BlackRock, on behalf of a Fund, may enter into non-Plan agreements with a Financial Intermediary pursuant to which the Fund will pay a Financial Intermediary for administrative, networking, recordkeeping, sub-transfer agency and shareholder services. These non-Plan payments are generally based on either (1) a percentage of the average daily net assets of Fund shareholders serviced by a Financial Intermediary or (2) a fixed dollar amount for each account serviced by a Financial Intermediary. The aggregate amount of these payments may be substantial.

Other Payments by BlackRock

The Plans permit BlackRock, the Distributor and their affiliates to make payments relating to distribution and sales support activities out of their past profits or other sources available to them (and not as an additional charge to a Fund). From time to time, BlackRock, the Distributor or their affiliates also may pay a portion of the fees for administrative, networking, recordkeeping, sub-transfer agency and shareholder services described above at its or their own expense and out of its or their profits. BlackRock, the Distributor and their affiliates may compensate affiliated and unaffiliated Financial Intermediaries for the sale and distribution of shares of a Fund or for these other services to a Fund and shareholders. These payments would be in addition to the Fund payments described in this prospectus and may be a fixed dollar amount, may be based on the number of customer accounts maintained by the Financial Intermediary, or may be based on a percentage of the value of shares sold to, or held by, customers of the Financial Intermediary. The aggregate amount of these payments by BlackRock, the Distributor and their affiliates may be substantial. Payments by BlackRock may include amounts that are sometimes referred to as “revenue sharing” payments. In some circumstances, these revenue sharing payments may create an incentive for a Financial Intermediary, its employees or associated persons to recommend or sell shares of a Fund to you. Please contact your Financial Intermediary for details about payments it may receive from a Fund or from BlackRock, the Distributor or their affiliates. For more information, see the SAI.

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How to Buy, Sell, Exchange and Transfer Shares


The chart on the following pages summarizes how to buy, sell, exchange and transfer shares through your Financial Intermediary. You may also buy, sell, exchange and transfer shares through BlackRock, if your account is held directly with BlackRock. To learn more about buying, selling, transferring or exchanging shares through BlackRock, call (800) 441-7762. Because the selection of a mutual fund involves many considerations, your Financial Intermediary may help you with this decision.

A Fund may reject any purchase order, modify or waive the minimum initial or subsequent investment requirements for any shareholders and suspend and resume the sale of any share class of the Fund at any time for any reason.

In addition, a Fund may waive certain requirements regarding the purchase, sale, exchange or transfer of shares described below.

Under certain circumstances, if no activity occurs in an account within a time period specified by state law, a shareholder’s shares in a Fund may be transferred to that state.

 

             
How to Buy Shares
       
    Your Choices       Important Information for You to Know
Initial Purchase   First, select the share class appropriate for you      

Refer to the “Share Classes at a Glance” table in this prospectus (be sure to read this prospectus carefully). When you place your initial order, you must indicate which share class you select (if you do not specify a share class and do not qualify to purchase Institutional Shares, you will receive Investor A Shares).


Certain factors, such as the amount of your investment, your time frame for investing, and your financial goals, may affect which share class you choose. Your Financial Intermediary can help you determine which share class is appropriate for you.

    Next, determine the amount of your investment      

Refer to the minimum initial investment in the “Share Classes at a Glance” table of this prospectus. 

See “Account Information — Details About the Share Classes” for information on a lower initial investment requirement for certain Fund investors if their purchase, combined with purchases by other investors received together by the Fund, meets the minimum investment requirement.

    Have your Financial Intermediary submit your purchase order      

The price of your shares is based on the next calculation of the Fund’s net asset value after your order is placed. Any purchase orders placed prior to the close of business on the New York Stock Exchange (the “NYSE”) (generally 4:00 p.m. Eastern time) will be priced at the net asset value determined that day. Certain Financial Intermediaries, however, may require submission of orders prior to that time. Purchase orders placed after the close of business on the NYSE will be priced at the net asset value determined on the next business day. A broker-dealer or financial institution maintaining the account in which you hold shares may charge a separate account, service or transaction fee on the purchase or sale of Fund shares that would be in addition to the fees and expenses shown in the Fund’s “Fees and Expenses” table.

The Fund may reject any order to buy shares and may suspend the sale of shares at any time. Other Financial Intermediaries may charge a processing fee to confirm a purchase.

    Or contact BlackRock (for accounts held directly with BlackRock)       To purchase shares directly from BlackRock, call (800) 441-7762 and request a new account application. Mail the completed application along with a check payable to “BlackRock Funds” to the Transfer Agent at the address on the application.  
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Add to Your Investment   Purchase additional shares       For Investor A Shares, the minimum investment for additional purchases is generally $50 for all accounts (with the exception of certain employer-sponsored retirement plans which may have a lower minimum for additional purchases). (The minimum for additional purchases may be waived under certain circumstances.) Institutional Shares have no minimum for additional purchases.
    Have your Financial Intermediary submit your purchase order for additional shares       To purchase additional shares you may contact your Financial Intermediary. For more details on purchasing by Internet see below.
    Or contact BlackRock (for accounts held directly with BlackRock)      

Purchase by Telephone: Call (800) 441-7762 and speak with one of our representatives. The Fund has the right to reject any telephone request for any reason.

Purchase in Writing: You may send a written request to BlackRock at the address on the back cover of this prospectus.

Purchase by VRU: Investor Shares may also be purchased by use of the Fund’s automated voice response unit service (“VRU”) at (800) 441-7762. 

Purchase by Internet: You may purchase your shares and view activity in your account by logging onto the BlackRock website at www.blackrock.com/funds. Purchases made on the Internet using the Automated Clearing House (“ACH”) will have a trade date that is the day after the purchase is made. Certain institutional clients’ purchase orders of Institutional Shares placed by wire prior to the close of business on the NYSE will be priced at the net asset value determined that day. Contact your Financial Intermediary or BlackRock for further information. The Fund limits Internet purchases in shares of the Fund to $25,000 per trade. Different maximums may apply to certain institutional investors.

Please read the On-Line Services Disclosure Statement and User Agreement, the Terms and Conditions page and the Consent to Electronic Delivery Agreement (if you consent to electronic delivery), before attempting to transact online.

The Fund employs reasonable procedures to confirm that transactions entered over the Internet are genuine. By entering into the User Agreement with the Fund in order to open an account through the website, the shareholder waives any right to reclaim any losses from the Fund or any of its affiliates incurred through fraudulent activity.

    Acquire additional shares by reinvesting dividends and capital gains       All dividends and capital gains distributions are automatically reinvested without a sales charge. To make any changes to your dividend and/or capital gains distributions options, please call (800) 441-7762 or contact your Financial Intermediary (if your account is not held directly with BlackRock).
    Participate in the Automatic Investment Plan (“AIP”)      

BlackRock’s AIP allows you to invest a specific amount on a periodic basis from your checking or savings account into your investment account.


Refer to the “Account Services and Privileges” section of this prospectus for additional information.

How to Pay for Shares   Making payment for purchases      

Payment for an order must be made in Federal funds or other immediately available funds by the time specified by your Financial Intermediary, but in no event later than 4:00 p.m. (Eastern time) on the third business day (in the case of Investor Shares) or first business day (in the case of Institutional Shares) following BlackRock’s receipt of the order. If payment is not received by this time, the order will be canceled and you and your Financial Intermediary will be responsible for any loss to the Fund.

For shares purchased directly from the Fund, a check payable to BlackRock Funds which bears the name of the Fund must accompany a completed purchase application.

There is a $20 fee for each purchase check that is returned due to insufficient funds. The Fund does not accept third-party checks. You may also wire Federal funds to the Fund to purchase shares, but you must call (800) 441-7762 before doing so to confirm the wiring instructions.

 

62
 
 
How to Sell Shares
       
    Your Choices       Important Information for You to Know
       
Full or Partial Redemption of Shares   Have your Financial Intermediary submit your sales order      

You can make redemption requests through your Financial Intermediary. Shareholders should indicate whether they are redeeming Investor A or Institutional Shares. The price of your shares is based on the next calculation of the Fund’s net asset value after your order is placed. For your redemption request to be priced at the net asset value on the day of your request, you must submit your request to your Financial Intermediary prior to that day’s close of business on the NYSE (generally 4:00 p.m. Eastern time). Certain Financial Intermediaries, however, may require submission of orders prior to that time. Any redemption request placed after that time will be priced at the net asset value at the close of business on the next business day.

Financial Intermediaries may charge a fee to process a redemption of shares.

The Fund may reject an order to sell shares under certain circumstances.

    Selling shares held directly with BlackRock      

Methods of Redeeming

Redeem by Telephone: You may sell Investor A Shares held at BlackRock by telephone request if certain conditions are met and if the amount being sold is less than (i) $100,000 for payments by check or (ii) $250,000 for payments through ACH or wire transfer. Certain redemption requests, such as those in excess of these amounts, must be in writing with a medallion signature guarantee. For Institutional Shares, certain redemption requests may require written instructions with a medallion signature guarantee. Call (800) 441-7762 for details.

You can obtain a medallion signature guarantee stamp from a bank, securities dealer, securities broker, credit union, savings and loan association, national securities exchange or registered securities association. A notary public seal will not be acceptable.

The Fund, its administrators and the Distributor will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. The Fund and its service providers will not be liable for any loss, liability, cost or expense for acting upon telephone instructions that are reasonably believed to be genuine in accordance with such procedures. The Fund may refuse a telephone redemption request if it believes it is advisable to do so.

During periods of substantial economic or market change, telephone redemptions may be difficult to complete. Please find alternative redemption methods below.

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    Selling shares held directly with BlackRock (continued)       Redeem by VRU: Investor A Shares may also be redeemed by use of the Fund’s automated VRU service. Payment for Investor A Shares redeemed by VRU may be made for non-retirement accounts in amounts up to $25,000, either through check, ACH or wire.
           

Redeem by Internet: You may redeem in your account, by logging onto the BlackRock website at www.blackrock.com/funds. Proceeds from Internet redemptions may be sent via check, ACH or wire to the bank account of record. Payment for Investor A Shares redeemed by Internet may be made for non-retirement accounts in amounts up to $25,000, either through check, ACH or wire. Different maximums may apply to investors in Institutional Shares. 

Redeem in Writing: You may sell shares held at BlackRock by writing to BlackRock, P.O. Box 9819, Providence, Rhode Island 02940-8019 or for overnight delivery, 4400 Computer Drive, Westborough, Massachusetts 01588. All shareholders on the account must sign the letter. A medallion signature guarantee will generally be required but may be waived in certain limited circumstances. You can obtain a medallion signature guarantee stamp from a bank, securities dealer, securities broker, credit union, savings and loan association, national securities exchange or registered securities association. A notary public seal will not be acceptable. If you hold stock certificates, return the certificates with the letter. Proceeds from redemptions may be sent via check, ACH or wire to the bank account of record. 

Payment of Redemption Proceeds: Redemption proceeds may be paid by check or, if the Fund has verified banking information on file, through ACH or by wire transfer.  

Payment by Check: BlackRock will normally mail redemption proceeds within seven days following receipt of a properly completed request. Shares can be redeemed by telephone and the proceeds sent by check to the shareholder at the address on record. Shareholders will pay $15 for redemption proceeds sent by check via overnight mail. You are responsible for any additional charges imposed by your bank for this service.

           

Payment by Wire Transfer: Payment for redeemed shares for which a redemption order is received before 4:00 p.m. (Eastern time) on a business day is normally made in Federal funds wired to the redeeming shareholder on the next business day, provided that the Fund’s custodian is also open for business. Payment for redemption orders received after 4:00 p.m. (Eastern time) or on a day when the Fund’s custodian is closed is normally wired in Federal funds on the next business day following redemption on which the Fund’s custodian is open for business. The Fund reserves the right to wire redemption proceeds within seven days after receiving a redemption order if, in the judgment of the Fund, an earlier payment could adversely affect the Fund.

If a shareholder has given authorization for expedited redemption, shares can be redeemed by Federal wire transfer to a single previously designated bank account. Shareholders will pay $7.50 for redemption proceeds sent by Federal wire transfer. You are responsible for any additional charges imposed by your bank for this service. No charge for wiring redemption payments with respect to Institutional Shares is imposed by the Fund.

The Fund is not responsible for the efficiency of the Federal wire system or the shareholder’s firm or bank. To change the name of the single, designated bank account to receive wire redemption proceeds, it is necessary to send a written request to the Fund at the address on the back cover of this prospectus.

           

Payment by ACH: Redemption proceeds may be sent to the shareholder’s bank account (checking or savings) via ACH. Payment for redeemed shares for which a redemption order is received before 4:00 p.m. (Eastern time) on a business day is normally sent to the redeeming shareholder the next business day, with receipt at the receiving bank within the next two business days (48-72 hours); provided that the Fund’s custodian is also open for business. Payment for redemption orders received after 4:00 p.m. (Eastern time) or on a day when the Fund’s custodian is closed is normally sent on the next business day following redemption on which the Fund’s custodian is open for business.

The Fund reserves the right to send redemption proceeds within seven days after receiving a redemption order if, in the judgment of the Fund, an earlier payment could adversely affect the Fund. No charge for sending redemption payments via ACH is imposed by the Fund. 

* * * 

If you make a redemption request before the Fund has collected payment for the purchase of shares, the Fund may delay mailing your proceeds. This delay will usually not exceed ten days.

             
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How to Exchange Shares or Transfer Your Account
    Your Choices       Important Information for You to Know
Exchange Privilege   Selling shares of one fund to purchase shares of another BlackRock Fund (“exchanging”)      

Investor A or Institutional Shares of the Fund are generally exchangeable for shares of the same class of another BlackRock Fund.

You can exchange $1,000 or more of Investor A Shares from one fund into the same class of another fund which offers that class of shares (you can exchange less than $1,000 of Investor A Shares if you already have an account in the fund into which you are exchanging). Investors who currently own Institutional Shares of the Fund may make exchanges into Institutional Shares of other BlackRock Funds except for investors holding shares through certain client accounts at Financial Intermediaries that are omnibus with the Fund and do not meet applicable minimums. There is no required minimum amount with respect to exchanges of Institutional Shares.

You may only exchange into a share class and fund that are open to new investors or in which you have a current account if the fund is closed to new investors.

 

Some of the BlackRock Funds impose a different deferred sales charge schedule. The CDSC will continue to be measured from the date of the original purchase. The CDSC schedule applicable to your original purchase will apply to the shares you receive in the exchange and any subsequent exchange.


To exercise the exchange privilege, you may contact your Financial Intermediary. Alternatively, if your account is held directly with BlackRock, you may: (i) call (800) 441-7762 and speak with one of our representatives, (ii) make the exchange via the Internet by accessing your account online at www.blackrock.com/funds, or (iii) send a written request to the Fund at the address on the back cover of this prospectus. Please note, if you indicated on your New Account Application that you did not want the Telephone Exchange Privilege, you will not be able to place exchanges via the telephone until you update this option either in writing or by calling (800) 441-7762. The Fund has the right to reject any telephone request for any reason.


Although there is currently no limit on the number of exchanges that you can make, the exchange privilege may be modified or terminated at any time in the future. The Fund may suspend or terminate your exchange privilege at any time for any reason, including if the Fund believes, in its sole discretion, that you are engaging in market timing activities. See “Short-Term Trading Policy” below. For Federal income tax purposes a share exchange is a taxable event and a capital gain or loss may be realized. Please consult your tax adviser or other Financial Intermediary before making an exchange request.

Transfer Shares to Another Financial Intermediary   Transfer to a participating Financial Intermediary      

You may transfer your shares of the Fund only to another Financial Intermediary that has entered into an agreement with the Distributor. Certain shareholder services may not be available for the transferred shares. All future trading of these assets must be coordinated by the receiving firm.


If your account is held directly with BlackRock, you may call (800) 441-7762 with any questions; otherwise please contact your Financial Intermediary to accomplish the transfer of shares.

    Transfer to a non-participating Financial Intermediary      

You must either:

•Transfer your shares to an account with the Fund; or
• Sell your shares, paying any applicable deferred sales charge.


If your account is held directly with BlackRock, you may call (800) 441-7762 with any questions; otherwise please contact your Financial Intermediary to accomplish the transfer of shares.

 

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Account Services and Privileges


The following table provides examples of account services and privileges available in your BlackRock account. Certain of these account services and privileges are only available to shareholders of Investor A Shares whose accounts are held directly with BlackRock. If your account is held directly with BlackRock, please call (800) 441-7762 or visit www.blackrock.com/funds for additional information as well as forms and applications. Otherwise, please contact your Financial Intermediary for assistance in requesting one or more of the following services and privileges.

 

             
Automatic Investment Plan   Allows systematic investments on a periodic basis from a checking or savings account.       BlackRock’s AIP allows you to invest a specific amount on a periodic basis from your checking or savings account into your investment account. You may apply for this option upon account opening or by completing the Automatic Investment Plan application. The minimum investment amount for an automatic investment plan is $50 per portfolio.
Dividend Allocation Plan   Automatically invests your distributions into another BlackRock Fund of your choice pursuant to your instructions without any fees or sales charges.       Dividend and capital gains distributions may be reinvested in your account to purchase additional shares or paid in cash. Using the Dividend Allocation Plan, you can direct your distributions to your bank account (checking or savings), to purchase shares of another fund at BlackRock without any fees or sales charges, or by check to a special payee. Please call (800) 441-7762 for details. If investing into another BlackRock Fund, the receiving fund must be open to new purchases.
EZ Trader   Allows an investor to purchase or sell Investor A Shares by telephone or over the Internet through ACH.      

(NOTE: This option is offered to shareholders whose accounts are held directly with BlackRock. Please speak with your Financial Intermediary if your account is held elsewhere.)

Prior to establishing an EZ Trader account, please contact your bank to confirm that it is a member of the ACH system. Once confirmed, complete an application, making sure to include the appropriate bank information, and return the application to the address listed on the form.

Prior to placing a telephone or Internet purchase or sale order, please call (800) 441-7762 to confirm that your bank information has been updated on your account. Once this is established, you may place your request to sell shares with the Fund by telephone or Internet. Proceeds will be sent to your pre-designated bank account.

 

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Systematic Exchange Plan   This feature can be used by investors to systematically exchange money from one fund to up to four other funds.       A minimum of $10,000 in the initial BlackRock Fund is required, and investments in any additional funds must meet minimum initial investment requirements.
Systematic Withdrawal Plan   This feature can be used by investors who want to receive regular distributions from their accounts.      

To start a Systematic Withdrawal Plan (“SWP”) a shareholder must have a current investment of $10,000 or more in a BlackRock Fund.

Shareholders can elect to receive cash payments of $50 or more at any interval they choose. Shareholders may sign up by completing the SWP Application Form, which may be obtained from BlackRock. Shareholders should realize that if withdrawals exceed income the invested principal in their account will be depleted.

To participate in the SWP, shareholders must have their dividends reinvested. Shareholders may change or cancel the SWP at any time, with a minimum of 24 hours notice. If a shareholder purchases additional Investor A Shares of a fund at the same time he or she redeems shares through the SWP, that investor may lose money because of the sales charge involved. No CDSC will be assessed on redemptions of Investor A Shares made through the SWP that do not exceed 12% of the account’s net asset value on an annualized basis. For example, monthly, quarterly, and semi-annual SWP redemptions of Investor A Shares will not be subject to the CDSC if they do not exceed 1%, of an account’s net asset value on the redemption date. SWP redemptions of Investor A Shares in excess of this limit will still pay any applicable CDSC.

Ask your financial adviser or Financial Intermediary for details.

Reinstatement Privilege           If you redeem Investor A or Institutional Shares, and within 60 days buy new Investor A Shares of the same or another BlackRock Fund (equal to all or a portion of the redemption amount), you will not pay a sales charge on the new purchase amount. This right may be exercised once a year and within 60 days of the redemption, provided that the Investor A Share class of that fund is currently open to new investors or the shareholder has a current account in that closed fund. Shares will be purchased at the net asset value calculated at the close of trading on the day the request is received. To exercise this privilege, the Fund must receive written notification from the shareholder of record or the Financial Intermediary of record, at the time of purchase. Investors should consult a tax adviser concerning the tax consequences of exercising this reinstatement privilege.

 

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Funds’ Rights


 

Each Fund may:

§Suspend the right of redemption if trading is halted or restricted on the NYSE or under other emergency conditions described in the Investment Company Act;
§Postpone the date of payment upon redemption if trading is halted or restricted on the NYSE or under other emergency conditions described in the Investment Company Act or if a redemption request is made before the Fund has collected payment for the purchase of shares;
§Redeem shares for property other than cash if conditions exist which make cash payments undesirable in accordance with its rights under the Investment Company Act; and
§Redeem shares involuntarily in certain cases, such as when the value of a shareholder account falls below a specified level.

Note on Low Balance Accounts. Because of the high cost of maintaining smaller shareholder accounts, BlackRock has set a minimum balance of $500 in each Fund position you hold within your account (“Fund Minimum”), and may take one of two actions if the balance in your Fund falls below the Fund Minimum.

First, the Fund may redeem the shares in your account (without charging any deferred sales charge) if the net asset value of your account falls below $250 for any reason, including market fluctuation. You will be notified that the value of your account is less than $250 before the Fund makes an involuntary redemption. The notification will provide you with a 90 calendar day period to make an additional investment in order to bring the value of your account to at least $250 before the Fund makes an involuntary redemption or to the Fund Minimum in order not to be assessed an annual low balance fee of $20, as set forth below. This involuntary redemption may not apply to accounts of certain employer-sponsored retirement plans, selected fee-based programs, accounts established under the Uniform Gifts or Transfers to Minors Acts, and certain intermediary accounts.

Second, the Fund charges an annual $20 low balance fee on all Fund accounts that have a balance below the Fund Minimum for any reason, including market fluctuation. The fee will be deducted from the Fund account only once per calendar year. You will be notified that the value of your account is less than the Fund Minimum before the fee is imposed. You will then have a 90 calendar day period to make an additional investment to bring the value of your account to the Fund Minimum before the Fund imposes the low balance fee. This low balance fee does not apply to accounts of certain employer-sponsored retirement plans, selected fee-based programs, or, accounts established under the Uniform Gifts or Transfers to Minors Acts.

Participation in Fee-Based Programs


If you participate in certain fee-based programs offered by BlackRock or an affiliate of BlackRock, or Financial Intermediaries that have agreements with the Distributor, you may be able to buy Institutional Shares, including by exchange from other share classes. Sales charges on the shares being exchanged may be reduced or waived under certain circumstances. You generally cannot transfer shares held through a fee-based program into another account. Instead, you will have to redeem your shares held through the program and purchase shares of another class, which may be subject to distribution and service fees. This may be a taxable event and you will pay any applicable sales charges or redemption fee.

Shareholders that participate in a fee-based program generally have two options at termination. The program can be terminated and the shares liquidated or the program can be terminated and the shares held in an account. In general, when a shareholder chooses to continue to hold the shares, whatever share class was held in the program can be held after termination. Shares that have been held for less than specified periods within the program may be subject to a fee upon redemption. Shareholders that held Investor A or Institutional Shares in the program are eligible to purchase additional shares of the respective share class of the Fund, but may be subject to upfront sales charges with respect to Investor A Shares. Additional purchases of Institutional Shares are permitted only if you have an existing position at the time of purchase or are otherwise eligible to purchase Institutional Shares.

Details about these features and the relevant charges are included in the client agreement for each fee-based program and are available from your Financial Intermediary.

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Short-Term Trading Policy


The Board of Trustees (the “Board”) has determined that the interests of long-term shareholders and a Fund’s ability to manage its investments may be adversely affected when shares are repeatedly bought, sold or exchanged in response to short-term market fluctuations — also known as “market timing.” The Funds are not designed for market timing organizations or other entities using programmed or frequent purchases and sales or exchanges. The exchange privilege for Investor A Shares and Institutional Shares is not intended as a vehicle for short-term trading. Excessive purchase and sale or exchange activity may interfere with portfolio management, increase expenses and taxes and may have an adverse effect on the performance of a Fund and its shareholders. For example, large flows of cash into and out of a Fund may require the management team to allocate a significant amount of assets to cash or other short-term investments or sell securities, rather than maintaining such assets in securities selected to achieve the Fund’s investment objective. Frequent trading may cause a Fund to sell securities at less favorable prices, and transaction costs, such as brokerage commissions, can reduce the Fund’s performance.

 

A Fund that invests in non-U.S. securities is subject to the risk that an investor may seek to take advantage of a delay between the change in value of the Fund’s portfolio securities and the determination of the Fund’s net asset value as a result of different closing times of U.S. and non-U.S. markets by buying or selling Fund shares at a price that does not reflect their true value. A similar risk exists for funds that invest in securities of small capitalization companies, securities of issuers located in emerging markets or high yield securities (junk bonds) that are thinly traded and therefore may have actual values that differ from their market prices. This short-term arbitrage activity can reduce the return received by long-term shareholders. Each Fund will seek to eliminate these opportunities by using fair value pricing, as described in “Valuation of Fund Investments” below.

Each Fund discourages market timing and seeks to prevent frequent purchases and sales or exchanges of Fund shares that it determines may be detrimental to the Fund or long-term shareholders. The Board has approved the policies discussed below to seek to deter market timing activity. The Board has not adopted any specific numerical restrictions on purchases, sales and exchanges of Fund shares because certain legitimate strategies will not result in harm to a Fund or shareholders.

If as a result of its own investigation, information provided by a Financial Intermediary or other third party, or otherwise, a Fund believes, in its sole discretion, that your short-term trading is excessive or that you are engaging in market timing activity, it reserves the right to reject any specific purchase or exchange order. If a Fund rejects your purchase or exchange order, you will not be able to execute that transaction, and the Fund will not be responsible for any losses you therefore may suffer. For transactions placed directly with a Fund, the Fund may consider the trading history of accounts under common ownership or control for the purpose of enforcing these policies. Transactions placed through the same Financial Intermediary on an omnibus basis may be deemed part of a group for the purpose of this policy and may be rejected in whole or in part by a Fund. Certain accounts, such as omnibus accounts and accounts at financial intermediaries, however, include multiple investors and such accounts typically provide a Fund with net purchase or redemption and exchange requests on any given day where purchases, redemptions and exchanges of shares are netted against one another and the identity of individual purchasers, redeemers and exchangers whose orders are aggregated may not be known by the Fund. While each Fund monitors for market timing activity, a Fund may be unable to identify such activities because the netting effect in omnibus accounts often makes it more difficult to locate and eliminate market timers from the Fund. The Distributor has entered into agreements with respect to Financial Intermediaries that maintain omnibus accounts with the Transfer Agent pursuant to which such Financial Intermediaries undertake to cooperate with the Distributor in monitoring purchase, exchange and redemption orders by their customers in order to detect and prevent short-term or excessive trading in a Fund’s shares through such accounts. Identification of market timers may also be limited by operational systems and technical limitations. In the event that a Financial Intermediary is determined by a Fund to be engaged in market timing or other improper trading activity, the Fund’s Distributor may terminate such Financial Intermediary’s agreement with the Distributor, suspend such Financial Intermediary’s trading privileges or take other appropriate actions.

There is no assurance that the methods described above will prevent market timing or other trading that may be deemed abusive.

A Fund may from time to time use other methods that it believes are appropriate to deter market timing or other trading activity that may be detrimental to a fund or long-term shareholders.

 

 

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Management of the Funds

 

BlackRock


BlackRock, each Fund’s investment adviser, manages each Fund’s investments and its business operations subject to the oversight of the Board of the Fund. While BlackRock is ultimately responsible for the management of the Fund, it is able to draw upon the trading, research and expertise of its asset management affiliates for portfolio decisions and management with respect to certain portfolio securities. BlackRock is an indirect, wholly owned subsidiary of BlackRock, Inc.

 

BlackRock, a registered investment adviser, was organized in 1994 to perform advisory services for investment companies. [[Insert Subadviser(s)], each Fund’s sub-adviser (the “Sub-Adviser”), is a registered investment adviser organized in [insert year].] BlackRock and its affiliates had approximately $[ ] trillion in investment company and other portfolio assets under management as of [ ], 2013.

 

Each Fund has entered into a management agreement (the “Management Agreement”) with BlackRock under which BlackRock receives a [monthly] fee for its services to each Fund [at an annual rate] based on each Fund’s average daily net assets .

 

[BlackRock has entered into a sub-advisory agreement with the Sub-Adviser, an affiliate of BlackRock, under which BlackRock pays the Sub-Adviser for services it provides a fee equal to a percentage of the management fee paid to BlackRock under the Management Agreement. The Sub-Adviser is responsible for the day-to-day management of the Fund’s portfolio.]

 

Total Annual Management Fees (Before Waivers)

With respect to each of the Fund s , the maximum annual management fees that can be paid to BlackRock (as a percentage of average daily net assets) are calculated as follows:

  Rate of Management Fee
Average Daily Net Assets CoRI 2015
Fund
CoRI 2017
Fund
CoRI 2019
Fund
CoRI 2021
Fund
CoRI 2023
Fund
First $[  ] [  ]% [  ]% [  ]% [  ]% [  ]%
$[  ]-$[  ]   [  ]% [  ]% [  ]% [  ]% [  ]%
$[  ]-$[  ] [  ]% [  ]% [  ]% [  ]% [  ]%
Greater than $[  ]   [  ]% [  ]% [  ]% [  ]% [  ]%

 

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[With respect to each Fund, BlackRock has agreed to contractually waive and/or reimburse fees or expenses in order to limit Total Annual Fund Operating Expenses to the amounts noted in the table below.

 

Caps on Total Annual Fund Operating Expenses*

(excluding Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses)

Total Annual Fund Operating Expenses* after giving effect to all applicable expense limitation provisions (excluding Dividend Expense, Interest Expense, Acquired Fund Fees and Expenses and certain other Fund expenses)
  Contractual Caps1 Voluntary Caps2
CoRI 2015 Fund [  ]% [  ]% [  ]%
Investor A Shares [  ]% [  ]% [  ]%
Institutional Shares [  ]% [  ]% [  ]%
CoRI 2017 Fund [  ]% [  ]% [  ]%
Investor A Shares [  ]% [  ]% [  ]%
Institutional Shares [  ]% [  ]% [  ]%
CoRI 2019 Fund [  ]% [  ]% [  ]%
Investor A Shares [  ]% [  ]% [  ]%
Institutional Shares [  ]% [  ]% [  ]%
CoRI 2021 Fund [  ]% [  ]% [  ]%
Investor A Shares [  ]% [  ]% [  ]%
Institutional Shares [  ]% [  ]% [  ]%
CoRI 2023 Fund [  ]% [  ]% [  ]%
Investor A Shares [  ]% [  ]% [  ]%
Institutional Shares [  ]% [  ]% [  ]%
*As a percentage of average daily net assets.
1The contractual caps are in effect until [ , 20__]. The contractual agreement may be terminated upon 90 days notice by a majority of the non-interested trustees of the Fund or by a vote of a majority of the outstanding voting securities of the Fund.
2Voluntary waivers or reimbursements may be reduced or discontinued at any time without notice.

 

With respect to the contractual agreements described above, if during a Fund’s fiscal year the operating expenses of a share class, that at any time during the prior two fiscal years received a waiver or reimbursement from BlackRock, are less than the expense limit for that share class, the share class is required to repay BlackRock up to the lesser of (a) the amount of fees waived or expenses reimbursed during those prior two fiscal years under the agreement and (b) the amount by which the expense limit for that share class exceeds the operating expenses of the share class for the current fiscal year, provided that: (1) the Fund of which the share class is a part has more than $50 million in assets and (2) BlackRock or an affiliate serves as the Fund’s manager or administrator.]

* * *

A discussion of the basis for the Board’s approval of the Management Agreement with BlackRock [and the sub-advisory agreement between BlackRock and the Sub-Adviser] will be included in the Funds’ [semi-]annual shareholder report for the fiscal [year/period] ended [ , 201_].

 

From time to time, a manager, analyst, or other employee of BlackRock or its affiliates may express views regarding a particular asset class, company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of BlackRock or any other person within the BlackRock organization. Any such views are subject to change at any time based upon market or other conditions and BlackRock disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of the Fund.

 

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Portfolio Manager Information


Information regarding the portfolio managers of the Funds is set forth below. Further information regarding the portfolio managers, including other accounts managed, compensation, ownership of Fund shares, and possible conflicts of interest, is available in the Funds’ SAI.

 

                 
       
Name   Primary Role   Since     Title and Recent Biography
Scott Radell, CFA   Jointly and primarily responsible for the day-to-day management of the Funds, including setting each Fund’s overall investment strategy and overseeing the management of the Funds.     2013     Managing Director of BlackRock, Inc. since 2009; Co-Head of US Fixed Income Portfolio Solutions within BlackRock’s Model-Based Fixed Income Portfolio Management Group since 2009; Portfolio Manager of Barclays Global Investors from 2004 to 2009.
James Mauro   Jointly and primarily responsible for the day-to-day management of the Funds, including setting each Fund’s overall investment strategy and overseeing the management of the Funds.     2013     Director of BlackRock, Inc. since 2010; Vice President of State Street Global Advisors from 2001 to 2010.

 

 

Conflicts of Interest


The investment activities of BlackRock and its affiliates (including BlackRock, Inc. and PNC and their affiliates, directors, partners, trustees, managing members, officers and employees (collectively, the “Affiliates”)) in the management of, or their interest in, their own accounts and other accounts they manage, may present conflicts of interest that could disadvantage a Fund and its shareholders. BlackRock and its Affiliates provide investment management services to other funds and discretionary managed accounts that follow an investment program similar to that of the Funds. BlackRock and its Affiliates are involved worldwide with a broad spectrum of financial services and asset management activities and may engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those of the Funds. One or more Affiliates act or may act as an investor, investment banker, research provider, investment manager, financier, advisor, market maker, trader, prime broker, lender, agent and principal, and have other direct and indirect interests, in securities, currencies and other instruments in which a Fund directly and indirectly invests. Thus, it is likely that a Fund will have multiple business relationships with and will invest in, engage in transactions with, make voting decisions with respect to, or obtain services from entities for which an Affiliate performs or seeks to perform investment banking or other services. One or more Affiliates may engage in proprietary trading and advise accounts and funds that have investment objectives similar to those of the Funds and/or that engage in and compete for transactions in the same types of securities, currencies and other instruments as the Funds. The trading activities of these Affiliates are carried out without reference to positions held directly or indirectly by a Fund and may result in an Affiliate having positions that are adverse to those of the Fund. No Affiliate is under any obligation to share any investment opportunity, idea or strategy with a Fund. As a result, an Affiliate may compete with a Fund for appropriate investment opportunities. The results of a Fund’s investment activities, therefore, may differ from those of an Affiliate and of other accounts managed by an Affiliate, and it is possible that the Fund could sustain losses during periods in which one or more Affiliates and other accounts achieve profits on their trading for proprietary or other accounts. The opposite result is also possible. In addition, a Fund may, from time to time, enter into transactions in which an Affiliate or its other clients have an adverse interest. Furthermore, transactions undertaken by Affiliate-advised clients may adversely impact a Fund. Transactions by one or more Affiliate-advised clients or BlackRock may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Fund. A Fund’s activities may be limited because of regulatory restrictions applicable to one or more Affiliates, and/or their internal policies designed to comply with such restrictions. In addition, a Fund may invest in securities of companies with which an Affiliate has or is trying to develop investment banking relationships or in which an Affiliate has significant debt or equity investments. A Fund also may invest in securities of companies for which an Affiliate provides or may some day provide research coverage. An Affiliate may have business relationships with and purchase or distribute or sell services or products from or to distributors, consultants or others who recommend the Fund or who engage in transactions with or for the Fund, and may receive compensation for such services. A Fund may also make brokerage and other payments to Affiliates in connection with the Fund’s portfolio investment transactions.

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Under a securities lending program approved by the Funds’ Board, each Fund has retained an Affiliate of BlackRock to serve as the securities lending agent for the Fund to the extent that the Fund participates in the securities lending program. For these services, the lending agent will receive a fee from a Fund, including a fee based on the returns earned on the Fund’s investment of the cash received as collateral for the loaned securities. In addition, one or more Affiliates may be among the entities to which a Fund may lend its portfolio securities under the securities lending program.

The activities of Affiliates may give rise to other conflicts of interest that could disadvantage a Fund and its shareholders. BlackRock has adopted policies and procedures designed to address these potential conflicts of interest. See the SAI for further information.

Valuation of Fund Investments


When you buy shares, you pay the net asset value, plus any applicable sales charge. This is the offering price. Shares are also redeemed at their net asset value, minus any applicable deferred sales charge. The Fund calculates the net asset value of each class of its shares (generally by using market quotations) each day the NYSE is open as of the close of business on the NYSE, based on prices at the time of closing. The NYSE generally closes at 4:00 p.m. (Eastern time). The net asset value used in determining your share price is the next one calculated after your purchase or redemption order is placed.

Generally, Institutional Shares will have the highest net asset value because that class has the lowest expenses.

Each Fund’s assets and liabilities are valued primarily on the basis of market quotations. Equity investments and other instruments for which market quotations are readily available are valued at market value, which is generally determined using the last reported sale price on the exchange or market on which the security is primarily traded at the time of valuation. Each Fund values fixed income portfolio securities and non-exchange traded derivatives using market prices provided directly from one or more broker-dealers, market makers, or independent third-party pricing services which may use matrix pricing and valuation models to derive values, each in accordance with valuation procedures approved by the Board. Short-term debt securities with remaining maturities of sixty days or less are valued on the basis of amortized cost.

Generally, trading in foreign securities, U.S. government securities and money market instruments and certain fixed income securities is substantially completed each day at various times prior to the close of business on the NYSE. The values of such securities used in computing the net asset value of a Fund’s shares are determined as of such times.

When market quotations are not readily available or are not believed by BlackRock to be reliable, a Fund’s investments are valued at fair value. Fair value determinations are made by BlackRock in accordance with procedures approved by the Board. BlackRock may conclude that a market quotation is not readily available or is unreliable if a security or other asset or liability does not have a price source due to its lack of liquidity, if BlackRock believes a market quotation from a broker-dealer or other source is unreliable, where the security or other asset or other liability is thinly traded (e.g., municipal securities, certain small cap and emerging growth companies, and certain non-U.S. securities) or where there is a significant event subsequent to the most recent market quotation. For this purpose, a “significant event” is deemed to occur if BlackRock determines, in its business judgment prior to or at the time of pricing a Fund’s assets or liabilities, that it is likely that the event will cause a material change to the last closing market price of one or more assets or liabilities held by the Fund. For instance, significant events may occur between the foreign market close and the close of business on the NYSE that may not be reflected in the computation of a Fund’s net assets. If such event occurs, those instruments may be fair valued. Similarly, foreign securities whose values are affected by volatility that occurs in U.S. markets on a trading day after the close of foreign securities markets may be fair valued.

For certain foreign securities, a third-party vendor supplies evaluated, systematic fair value pricing based upon the movement of a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing methodology is designed to correlate the prices of foreign securities following the close of the local markets to the price that might have prevailed as of a Fund’s pricing time.

Fair value represents a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining a Fund’s net asset value.

A Fund may accept orders from certain authorized Financial Intermediaries or their designees. A Fund will be deemed to receive an order when accepted by the intermediary or designee, and the order will receive the net asset value next computed by the Fund after such acceptance. If the payment for a purchase order is not made by a designated later time, the order will be canceled and the Financial Intermediary could be held liable for any losses.

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Dividends, Distributions and Taxes


 
BUYING A DIVIDEND
Unless your investment is in a tax deferred account, you may want to avoid buying shares shortly before a Fund pays a dividend. The reason? If you buy shares when a fund has declared but not yet distributed ordinary income or capital gains, you will pay the full price for the shares and then receive a portion of the price back in the form of a taxable dividend. Before investing you may want to consult your tax adviser.

Each Fund will distribute net investment income, if any, and net realized capital gain, if any, at leas t annually. Each Fund may also pay a special distribution at the end of the calendar year to comply with Federal tax requirements. Dividends may be reinvested automatically in shares of a Fund at net asset value without a sales charge or may be taken in cash. If you would like to receive dividends in cash, contact your financial professional, Financial Intermediary or the Fund . Capital gains may be taxable to you at different rates depending on how long the Fund held the assets sold.

You will pay tax on dividends from a Fund whether you receive them in cash or additional shares. If you redeem Fund shares or exchange them for shares of another fund, you generally will be treated as having sold your shares and any gain on the transaction may be subject to tax. Certain dividend income received by a Fund, including dividends received from qualifying foreign corporations, and long-term capital gains are eligible for taxation at a maximum rate of 15% for individuals with incomes below $400,000 ($450,000 if married filing jointly), adjusted for inflation, and 20% for individuals with any income in excess of those amounts that is long-term capital gain. To the extent a Fund makes any distributions derived from long-term capital gains and qualifying dividend income, such distributions will be eligible for taxation at the reduced rate.

A 3.8% Medicare tax is imposed on the net investment income (which includes, but is not limited to, interest, dividends and net gain from investments) of U.S. individuals with income exceeding $200,000, or $250,000 if married and filing jointly, and of trusts and estates.

If you are neither a tax resident nor a citizen of the United States or if you are a foreign entity, a Fund’s ordinary income dividends (which include distributions of net short-term capital gain) will generally be subject to a 30% U.S. withholding tax, unless a lower treaty rate applies. However, for taxable years of the Fund beginning before January 1, 2014, certain distributions reported by the Fund as either interest related dividends or short-term capital gain dividends and paid to a foreign shareholder will be eligible for an exemption from U.S. withholding tax.

A 30% withholding tax will be imposed on dividends and redemption proceeds paid after June 30, 2014, and redemption proceeds paid after December 31, 2016, to (i) certain foreign financial institutions and investment funds, unless they agree to collect and disclose to the IRS information regarding their direct and indirect U.S. account holders and (ii) certain other foreign entities unless they certify certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will need to (i) enter into agreements with the IRS that state that they will provide the IRS information, including the names, addresses, and taxpayer identification numbers of direct and indirect U.S. account holders, comply with due diligence procedures with respect to the identification of U.S. accounts, report to the IRS certain information with respect to U.S. accounts maintained, agree to withhold tax on certain payments made to noncompliant foreign financial institutions or to account holders who fail to provide the required information, and determine certain other information as to their account holders, or, (ii) in the event that an intergovernmental agreement and implementing legislation is adopted, provide local revenue authorities with similar account holder information. Other foreign entities will need to provide the name, address, and taxpayer identification number of each substantial U.S. owner or certifications of no substantial U.S. ownership unless certain exceptions apply.

Dividends and interest received by a Fund may give rise to withholding and other taxes imposed by foreign countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

You may be able to claim a credit or take a deduction for foreign taxes paid by the Fund if certain requirements are met.

By law, your dividends and redemption proceeds will be subject to a 28% withholding tax if you have not provided a taxpayer identification number or social security number or the number you have provided is incorrect.

I nvestors should note that this Fund is not a variable annuity product that qualifies for income tax deferral during the deferral period. An investor may wish to consider whether investing in the Fund through tax deferred retirement arrangements, if available, would be beneficial based on the investor’s own financial situation. An investor should consult with a tax adviser and financial planner .

This Section summarizes some of the consequences under current Federal tax law of an investment in a Fund. It is not a substitute for personal tax advice. Consult your personal tax adviser about the potential tax consequences of an investment in a Fund under all applicable tax laws.

74
 

Financial Highlights


The Funds have not commenced operations as of the date of this Prospectus. As a result, no financial performance information is available.

75
 

General Information

  

Shareholder Documents


Electronic Access to Annual Reports, Semi-Annual Reports and Prospectuses

Electronic copies of most financial reports and prospectuses are available on BlackRock’s website. Shareholders can sign up for e-mail notifications of quarterly statements, annual and semi-annual reports and prospectuses by enrolling in a Fund’s electronic delivery program. To enroll:

 

Shareholders Who Hold Accounts with Investment Advisers, Banks or Brokerages: Please contact your Financial Intermediary. Please note that not all investment advisers, banks or brokerages may offer this service.

 

Shareholders Who Hold Accounts Directly With BlackRock:

§Access the BlackRock website at http://www.blackrock.com/edelivery, and
§Log into your account

Delivery of Shareholder Documents

The Funds deliver only one copy of shareholder documents, including prospectuses, shareholder reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is known as “householding” and is intended to eliminate duplicate mailings and reduce expenses. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact the Fund at (800) 441-7762.

 

Certain Fund Policies


Anti-Money Laundering Requirements

The Funds are subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is intended to prevent the use of the U.S. financial system in furtherance of money laundering, terrorism or other illicit activities. Pursuant to requirements under the Patriot Act, a Fund may request information from shareholders to enable it to form a reasonable belief that it knows the true identity of its shareholders. This information will be used to verify the identity of investors or, in some cases, the status of Financial Intermediaries; it will be used only for compliance with the requirements of the Patriot Act.

Each Fund reserves the right to reject purchase orders from persons who have not submitted information sufficient to allow the Fund to verify their identity. Each Fund also reserves the right to redeem any amounts in the Fund from persons whose identity it is unable to verify on a timely basis. It is the Funds’ policy to cooperate fully with appropriate regulators in any investigations conducted with respect to potential money laundering, terrorism or other illicit activities.

BlackRock Privacy Principles

BlackRock is committed to maintaining the privacy of its current and former fund investors and individual clients (collectively, “Clients”) and to safeguarding their nonpublic personal information. The following information is provided to help you understand what personal information BlackRock collects, how we protect that information and why in certain cases we share such information with select parties.

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If you are located in a jurisdiction where specific laws, rules or regulations require BlackRock to provide you with additional or different privacy-related rights beyond what is set forth below, then BlackRock will comply with those specific laws, rules or regulations.

BlackRock obtains or verifies personal nonpublic information from and about you from different sources, including the following: (i) information we receive from you or, if applicable, your Financial Intermediary, on applications, forms or other documents; (ii) information about your transactions with us, our affiliates, or others; (iii) information we receive from a consumer reporting agency; and (iv) from visits to our website.

BlackRock does not sell or disclose to nonaffiliated third parties any nonpublic personal information about its Clients, except as permitted by law, or as is necessary to respond to regulatory requests or to service Client accounts. These nonaffiliated third parties are required to protect the confidentiality and security of this information and to use it only for its intended purpose.

We may share information with our affiliates to service your account or to provide you with information about other BlackRock products or services that may be of interest to you. In addition, BlackRock restricts access to nonpublic personal information about its Clients to those BlackRock employees with a legitimate business need for the information. BlackRock maintains physical, electronic and procedural safeguards that are designed to protect the nonpublic personal information of its Clients, including procedures relating to the proper storage and disposal of such information.

Statement of Additional Information


If you would like further information about a Fund, including how it invests, please see the SAI.

For a discussion of a Fund’s policies and procedures regarding the selective disclosure of its portfolio holdings, please see the SAI. Each Fund makes its top ten holdings available on a monthly basis at www.blackrock.com generally within 5 business days after the end of the month to which the information applies.

 

77
 

Glossary

This glossary contains an explanation of some of the common terms used in this prospectus. For additional information about a Fund, please see the SAI.

Acquired Fund Fees and Expenses — fees and expenses charged by other investment companies in which a Fund invests a portion of its assets.

Annual Fund Operating Expenses — expenses that cover the costs of operating the Fund.

BlackRock CoRI Retirement Index (2015 – 2023) — an unmanaged total return index comprised of approximately 300 to 400 investment grade fixed-income securities, including corporate U.S. dollar-denominated bonds (issued by U.S. and non-U.S. entities), U.S. government bonds, and Treasuries (bonds and STRIPS).

Distribution Fees — fees used to support the Fund’s marketing and distribution efforts, such as compensating Financial Intermediaries, advertising and promotion.

Management Fee — a fee paid to BlackRock for managing the Fund.

Other Expenses — include accounting, transfer agency, custody, professional fees and registration fees.

Service Fees — fees used to compensate Financial Intermediaries for certain shareholder servicing activities.

Shareholder Fees — these fees include sales charges that you may pay when you buy or sell shares of the Fund.

78
 

For More Information

 

Funds and Service Providers


 

FUNDS

BlackRock CoRI Funds

BlackRock CoRI 2015 Fund

BlackRock CoRI 2017 Fund

BlackRock CoRI 2019 Fund

BlackRock CoRI 2021 Fund

BlackRock CoRI 2023 Fund

100 Bellevue Parkway

Wilmington, Delaware 19809

 

Written Correspondence:

P.O. Box 9819

Providence, Rhode Island 02940-8019

 

Overnight Mail:

4400 Computer Drive

Westborough, Massachusetts 01588

 

(800) 441-7762

 

MANAGER

BlackRock Advisors, LLC
100 Bellevue Parkway
Wilmington, Delaware 19809

 

[SUB-ADVISER]

[        ]

 

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, Delaware 19809

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[        ]

 

ACCOUNTING SERVICES PROVIDER
[        ]

 

DISTRIBUTOR

BlackRock Investments, LLC

40 East 52nd Street

New York, New York 10022

 

CUSTODIAN

[        ]

 

COUNSEL

Willkie Farr & Gallagher, LLP

787 Seventh Avenue

New York, New York 10019-6099

 
 

Additional Information


For more information:

This prospectus contains important information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference. More information about the Funds is available at no charge upon request. This information includes:

Annual/Semi-Annual Reports

These reports contain additional information about each of the Fund’s investments. The annual report describes a Fund’s performance, lists portfolio holdings, and discusses recent market conditions, economic trends and Fund investment strategies that significantly affected a Fund’s performance for the last fiscal year.

Statement of Additional Information

A Statement of Additional Information (“SAI”), dated [ ], 2013, has been filed with the Securities and Exchange Commission (“SEC”). The SAI, which includes additional information about the Funds, may be obtained free of charge, along with the Funds’ annual and semi-annual reports, by calling (800) 441-7762. The SAI, as supplemented from time to time, is incorporated by reference into this prospectus.

BlackRock Investor Services

Representatives are available to discuss account balance information, mutual fund prospectuses, literature, programs and services available. Hours: 8:00 a.m. to 6:00 p.m. (Eastern time), on any business day. Call: (800) 441-7762.

Purchases and Redemptions

Call your Financial Intermediary or BlackRock Investor Services at (800) 441-7762.

World Wide Web

General Fund information and specific Fund performance, including the SAI and annual/semi-annual reports, can be accessed free of charge at www.blackrock.com/prospectus. Mutual fund prospectuses and literature can also be requested via this website.

Written Correspondence

BlackRock CoRI Funds
P.O. Box 9819
Providence, Rhode Island 02940-8019

Overnight Mail

BlackRock CoRI Funds
4400 Computer Drive
Westborough, Massachusetts 01588

Internal Wholesalers/Broker Dealer Support

Available to support investment professionals 8:30 a.m. to 6:00 p.m. (Eastern time), on any business day. Call: (800) 882-0052.

Portfolio Characteristics and Holdings

A description of a Fund’s policies and procedures related to disclosure of portfolio characteristics and holdings is available in the SAI.

For information about portfolio holdings and characteristics, BlackRock fund shareholders and prospective investors may call (800) 882-0052.

Securities and Exchange Commission

You may also view and copy public information about each Fund, including the SAI, by visiting the EDGAR database on the SEC’s website (http://www.sec.gov) or the SEC’s Public Reference Room in Washington, D.C. Copies of this information can be obtained, for a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the Public Reference Room of the SEC, Washington, D.C. 20549. Information about obtaining documents on the SEC’s website without charge may be obtained by calling (800) SEC-0330.

You should rely only on the information contained in this prospectus. No one is authorized to provide you with information that is different from information contained in this prospectus.

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

INVESTMENT COMPANY ACT FILE # 811-22873
© BlackRock Advisors, LLC


     
Code #[                    ]  

 

 
 

SUBJECT TO COMPLETION

PRELIMINARY STATEMENT OF ADDITIONAL
INFORMATION DATED JULY 30, 2013

The information in this Statement of Additional Information is not complete and may be changed. We may not sell securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

STATEMENT OF ADDITIONAL INFORMATION

 

BlackRock CoRI Funds

 

100 Bellevue Parkway, Wilmington, Delaware 19809 • Phone No. (800) 441-7762

 

This Statement of Additional Information of the BlackRock CoRI 2015 Fund, BlackRock CoRI 2017 Fund, BlackRock CoRI 2019 Fund, BlackRock CoRI 2021 Fund and BlackRock CoRI 2023 Fund (collectively, the “Funds” and each, a “Fund”), each a series of BlackRock CoRI Funds (the “Trust”), is not a prospectus and should be read in conjunction with the Prospectuses of the Funds, dated [_____, 2013], which have been filed with the Securities and Exchange Commission (the “Commission”) and can be obtained, without charge, by calling (800) 441-7762 or by writing to the Funds at the above address. Each Fund’s Prospectus is incorporated by reference into this Statement of Additional Information, and Part I of this Statement of Additional Information and the portions of Part II of this Statement of Additional Information that relate to the Fund have been incorporated by reference into each Fund’s Prospectus. The portions of Part II of this Statement of Additional Information that do not relate to a Fund do not form a part of the Fund’s Statement of Additional Information, have not been incorporated by reference into the Fund’s Prospectus and should not be relied upon by investors in the Fund.

References to the Investment Company Act of 1940, as amended (the “Investment Company Act” or the “1940 Act”), or other applicable law, will include any rules promulgated thereunder and any guidance, interpretations or modifications by the Commission, Commission staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no-action or other relief or permission from the Commission, Commission staff or other authority.

Class

  BlackRock CoRI
2015 Fund
Ticker Symbol
  BlackRock CoRI
2017 Fund
Ticker Symbol
  BlackRock CoRI
2019 Fund
Ticker Symbol
  BlackRock CoRI
2021 Fund
Ticker Symbol
  BlackRock CoRI
2023 Fund
Ticker Symbol
Investor A Shares   [  ]   [  ]   [  ]   [  ]   [  ]
Institutional Shares   [  ]   [  ]   [  ]   [  ]   [  ]

 

 

BlackRock Advisors, LLC — Manager

BlackRock Investments, LLC — Distributor

 

 

The date of this Statement of Additional Information is [________], 2013.

 
 

TABLE OF CONTENTS

 

     
PART I   Page
Investment Objectives and Policies   I-3
Investment Restrictions   I-7
Information on Trustees and Officers   I-9
Management and Advisory Arrangements   I-15
Information on Sales Charges and Distribution Related Expenses   I-21
Computation of Offering Price Per Share   I-22
Portfolio Transactions and Brokerage   I-22
Additional Information   I-22
Financial Statements   I-24
   
PART II    
Investment Risks and Considerations   II-1
Management and Other Service Arrangements   II-59
Selective Disclosure of Portfolio Holdings   II-62
Purchase of Shares   II-71
Redemption of Shares   II-85
Shareholder Services   II-88
Pricing of Shares   II-92
Portfolio Transactions and Brokerage   II-95
Dividends and Taxes   II-99
Performance Data   II-105
Proxy Voting Policies and Procedures   II-107
General Information   II-107
Appendix A — Description of Bond Ratings   A-1
Appendix B — Proxy Voting Policies   B-1

 

 
 

PART I: INFORMATION ABOUT THE FUNDS

 

Part I of this Statement of Additional Information sets forth information about the BlackRock CoRI 2015 Fund (the “CoRI 2015 Fund”), BlackRock CoRI 2017 Fund (the “CoRI 2017 Fund”), BlackRock CoRI 2019 Fund (the “CoRI 2019 Fund”), BlackRock CoRI 2021 Fund (the “CoRI 2021 Fund”) and BlackRock CoRI 2023 Fund (the “CoRI 2023 Fund”) (collectively, the “Funds” and each, a “Fund”), each a series of BlackRock CoRI Funds (the “Trust”). It also includes information about the Trust’s Board of Trustees (the “Board” or the “Board of Trustees”), the advisory services provided to the Funds, the management fees applicable to the Funds and information about other fees applicable to and services provided to the Funds. This Part I should be read in conjunction with the Funds’ Prospectuses and those portions of Part II of this Statement of Additional Information that pertain to the specific Fund.

I. Investment Objectives and Policies

Set forth below are descriptions of some of the types of investments and investment strategies that a Fund may use, and the risks and considerations associated with those investments and investment strategies. Please see the Part II of this Statement of Additional Information for further information on these investments and investment strategies. Information contained in Part II about the risks and considerations associated with a Fund’s investments and/or investment strategies applies only to those Funds specifically identified as making each type of investment or using each investment strategy (each, a “Covered Fund”). Information that does not apply to a Covered Fund does not form a part of that Covered Fund’s Statement of Additional Information and should not be relied on by investors in that Covered Fund.

Only information that is clearly identified as applicable to a Covered Fund is considered to form a part of that Covered Fund’s Statement of Additional Information.

 

 

  CoRI 2015 Fund CoRI 2017 Fund CoRI 2019 Fund CoRI 2021 Fund CoRI 2023 Fund
144A Securities X X X X X
Asset-Backed Securities X X X X X
Asset-Based Securities          
    Precious Metal-Related Securities          
Bank Loans X X X X X
Borrowing and Leverage X X X X X
Cash Flows; Expenses          
Cash Management X X X X X
Collateralized Debt Obligations X X X X X
    Collateralized Loan Obligations X X X X X
    Collateralized Bond Obligations X X X X X
Commercial Paper X X X X X
Commodity-Linked Derivative Instruments
    and Hybrid Instruments
         
Convertible Securities X X X X X
Debt Securities X X X X X
Depositary Receipts (ADRs, EDRs and GDRs) X X X X X
Derivatives X X X X X
    Hedging X X X X X
    Indexed and Inverse Securities X X X X X
    Swap Agreements X X X X X
    Interest Rate Swaps, Caps and Floors X X X X X

 

I-3
 
  CoRI 2015 Fund CoRI 2017 Fund CoRI 2019 Fund CoRI 2021 Fund CoRI 2023 Fund
    Credit Default Swap Agreements and Similar
    Instruments
X

 

X

 

X


X

X
    Credit Linked Securities X X X X X
    Interest Rate Transactions and Swaptions X X X X X
    Total Return Swap Agreements X X X X X
    Types of Options X X X X X
       Options on Securities and Securities Indices X X X X X
       Call Options X X X X X
       Put Options X X X X X
       Options on Government National Mortgage
        Association (“GNMA”) Certificates
X
X

X

X

X
       Risks Associated with Options X X X X X
    Futures X X X X X
      Risks Associated with Futures X X X X X
       Foreign Exchange Transactions X X X X X
       Forward Foreign Exchange Transactions X X X X X
       Currency Futures X X X X X
       Currency Options X X X X X
       Currency Swaps X X X X X
       Limitations on Currency Transactions X X X X X
       Risk Factors in Hedging Foreign Currency X X X X X
    Risk Factors in Derivatives X X X X X
       Credit Risk X X X X X
       Currency Risk X X X X X
       Leverage Risk X X X X X
       Liquidity Risk X X X X X
       Correlation Risk X X X X X
       Index Risk X X X X X
    Additional Risk Factors of OTC Transactions;
        Limitations on the Use of OTC Derivatives
X
X

X

X

X
Distressed Securities X X X X X
Dollar Rolls X X X X X
Equity Securities X X X X X
Exchange Traded Notes X X X X X
Foreign Investment Risks X X X X X
    Foreign Market Risk X X X X X
    Foreign Economy Risk X X X X X
    Currency Risk and Exchange Risk X X X X X
    Governmental Supervision and
        Regulation/Accounting Standards
X
X

X

X

X
    Certain Risks of Holding Fund Assets Outside
        the United States
X
X

X

X

X
    Publicly Available Information X X X X X

 

I-4
 
  CoRI 2015 Fund CoRI 2017 Fund CoRI 2019 Fund CoRI 2021 Fund CoRI 2023 Fund
    Settlement Risk X X X X X
Funding Agreements          
Guarantees X X X X X
Illiquid or Restricted Securities X X X X X
Inflation-Indexed Bonds X X X X X
Inflation Risk X X X X X
Investment Grade Debt Obligations X X X X X
Investment in Emerging Markets X X X X X
    Brady Bonds X X X X X
Investment in Other Investment Companies X X X X X
   ETFs X X X X X
Junk Bonds X X X X X
Lease Obligations X X X X X
Liquidity Management X X X X X
Master Limited Partnerships X X X X X
Mezzanine Investments X X X X X
Money Market Obligations of Domestic Banks,
    Foreign Banks and Foreign Branches of U.S.
    Banks
X

X


X


X


X
Money Market Securities X X X X X
Mortgage-Related Securities X X X X X
    Mortgage-Backed Securities X X X X X
    Collateralized Mortgage Obligations (“CMOs”) X X X X X
    Adjustable Rate Mortgage Securities X X X X X
    CMO Residuals X X X X X
    Stripped Mortgage-Backed Securities X X X X X
    Tiered Index Bonds X X X X X
Municipal Investments X X X X X
    Risk Factors and Special Considerations
    Relating to Municipal Bonds
X
X

X

X

X
    Description of Municipal Bonds X X X X X
    General Obligation Bonds X X X X X
    Revenue Bonds X X X X X
    Private Activity Bonds X X X X X
    Moral Obligation Bonds X X X X X
    Municipal Notes X X X X X
    Municipal Commercial Paper X X X X X
    Municipal Lease Obligations X X X X X
    Tender Option Bonds X X X X X
    Yields X X X X X
    Variable Rate Demand Obligations (“VRDOs”)
        and Participating VRDOs
X
X

X

X

X
    Transactions in Financial Futures Contracts X X X X X

 

I-5
 
  CoRI 2015 Fund CoRI 2017 Fund CoRI 2019 Fund CoRI 2021 Fund CoRI 2023 Fund
    Call Rights X X X X X
    Municipal Interest Rate Swap Transactions X X X X X
    Insured Municipal Bonds X X X X X
    Build America Bonds X X X X X
Participation Notes X X X X X
Pay-in-kind Bonds X X X X X
Portfolio Turnover Rates X X X X X
Preferred Stock X X X X X
Real Estate Related Securities X X X X X
Real Estate Investment Trusts (“REITS”) X X X X X
Repurchase Agreements and Purchase and
    Sale Contracts
X
X

X

X

X
Reverse Repurchase Agreements X X X X X
Rights Offerings and Warrants to Purchase X X X X X
Securities Lending X X X X X
Short Sales X X X X X
Sovereign Debt X X X X X
Standby Commitment Agreements X X X X X
Stripped Securities X X X X X
Structured Notes          
Supranational Entities X X X X X
Tax Exempt Derivatives X X X X X
Tax Exempt Preferred Shares X X X X X
Taxability Risk X X X X X
Trust Preferred Securities X X X X X
U.S. Government Obligations X X X X X
U.S. Treasury Obligations X X X X X
When Issued Securities, Delayed Delivery Securities and Forward Commitments X
X

X

X

X
Yields and Ratings X X X X X
Zero Coupon Securities X X X X X

 

I-6
 

Additional Information on Investment Strategies

 

[Regulation Regarding Derivatives. Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory changes that subject registered investment companies and advisers to registered investment companies to regulation by the CFTC if a fund invests more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”), or if the fund markets itself as providing investment exposure to such instruments. [To the extent a Fund uses CFTC-regulated futures, options and swaps, it intends to do so below such prescribed levels and will not market itself as a “commodity pool” or a vehicle for trading such instruments. Accordingly, the Funds’ investment adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act (“CEA”) pursuant to Rule 4.5 under the CEA with respect to each Fund. The Funds’ investment adviser is not, therefore, subject to registration or regulation as a “commodity pool operator” under the CEA in respect of each Fund.]/[Due to the Funds’ potential use of CFTC Derivatives above the prescribed levels, however, each Fund will be considered a “commodity pool” under the Commodity Exchange Act. Accordingly, the Funds’ investment adviser will be required to register as a “commodity pool operator” and will be subject to CFTC regulation with respect to each Fund.]]

II. Investment Restrictions

Each Fund has adopted restrictions and policies relating to the investment of the Fund’s assets and its activities. Certain of the restrictions are fundamental policies of each Fund and may not be changed without the approval of the holders of a majority of the Fund’s outstanding voting securities (which for this purpose and under the Investment Company Act means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares).

Under these fundamental investment restrictions, a Fund may not:

1.Concentrate its investments in a particular industry, as that term is used in the Investment Company Act.
2.Borrow money, except as permitted under the Investment Company Act.
3.Issue senior securities to the extent such issuance would violate the Investment Company Act.
4.Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of securities or other instruments.
5.Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting or as otherwise permitted by applicable law.
6.Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.
7.Make loans to the extent prohibited by the In