DEF 14C 1 d931432ddef14c.htm BLACKROCK FUNDS BLACKROCK FUNDS

Investment Company Act File No. 811-05742

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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BlackRock FundsSM

(Name of Registrant as Specified in Its Charter)

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BlackRock FundsSM

BlackRock Multi-Manager Alternative Strategies Fund

(the “Fund”)

INFORMATION STATEMENT

May 21, 2015

Dear Shareholder,

BlackRock Advisors, LLC, the Fund’s investment adviser (“BlackRock”), selects investment managers (“Sub-Advisers”) for the Fund, a series of BlackRock FundsSM (the “Trust”), subject to approval of the board of trustees of the Trust (the “Board”). We are pleased to inform you that, at the recommendation of BlackRock, the Board has appointed Achievement Asset Management LLC (“AAM”) to serve as a new, additional Sub-Adviser to the Fund. The Board approved the sub-advisory agreement between BlackRock and AAM (the “Sub-Advisory Agreement”) on February 20, 2015. Benefit Street Partners, LLC, Independence Capital Asset Partners, LLC, LibreMax Capital, LLC, MeehanCombs LP and QMS Capital Management LP continue to serve as the Fund’s other Sub-Advisers. It is expected that Independence Capital Asset Partners, LLC will no longer serve as a Sub-Adviser to the Fund effective on or about May 27, 2015. It is expected that Ionic Capital Management LLC will serve as a Sub-Adviser to the Fund effective on or about May 27, 2015. Each Sub-Adviser is approved to manage a portion of the Fund’s portfolio (which may change over time) as allocated by BlackRock and overseen by the Board, with each Sub-Adviser employing different investment strategies.

Please note that this appointment does not require a shareholder vote. Therefore, we are not asking you for a proxy, and you are requested not to send us a proxy. The purpose of this document is to provide you with additional information about these changes that we are required to make available to you.


BlackRock FundsSM

BlackRock Multi-Manager Alternative Strategies Fund

(the “Fund”)

Background

Subject to the ultimate responsibility of the Board, BlackRock has the responsibility to oversee the Fund’s Sub-Advisers and to recommend their hiring, termination and replacement. BlackRock and the Fund have obtained an exemptive order from the Securities and Exchange Commission (the “SEC”) that permits BlackRock, with respect to the Fund, to appoint and replace Sub-Advisers, and enter into, amend and terminate sub-advisory agreements with Sub-Advisers, subject to Board approval but without shareholder approval (the “Manager of Managers Structure”). The use of the Manager of Managers Structure with respect to the Fund is subject to certain conditions set forth in the SEC exemptive order, including conditions designed to ensure that shareholder interests are adequately protected through Board oversight.

AAM is an SEC registered investment adviser that provides investment management services to registered investment companies and to private investment funds offered to high-net-worth, financially sophisticated institutional and individual investors, as well as to trading vehicles employed by those funds. AAM was previously known as PEAK6 Advisors LLC (“PEAK6”) and was a Sub-Adviser to the Fund. On September 30, 2014, PEAK6 completed an internal reorganization involving a change in its ownership structure. Pursuant to applicable law and the terms of the sub-advisory agreement between BlackRock and PEAK6, the original sub-advisory agreement terminated on September 30, 2014 as a result of the ownership change. The Fund’s assets previously managed by PEAK6 were re-allocated to the Fund’s other unaffiliated Sub-Advisers and to mutual funds affiliated with BlackRock.

At a meeting held on February 20, 2015 and pursuant to BlackRock’s recommendation, the Board approved AAM as a new Sub-Adviser for the Fund and approved the Sub-Advisory Agreement. The Board determined to initially approve the Sub-Advisory Agreement after a thorough analysis of the proposed services to be provided by AAM. The material factors considered by the Board in approving the Sub-Advisory Agreement are set forth under “Board’s Considerations” below.

Investment Strategies of AAM

BlackRock has allocated a portion of the Fund’s assets employing “Relative Value Strategies” to AAM. Relative Value Strategies seek to profit from mispricing of financial instruments relative to each other or historical norms. These strategies utilize quantitative and qualitative analysis to identify securities or spreads between securities that deviate from their theoretical fair value and/or historical norms. Additionally, they are engineered to seek to profit if a particular instrument or spread returns to its theoretical fair value, and intend to generally avoid taking a directional bias with regard to the price movement of a specific company or market. To concentrate on capturing mispricings, these strategies often attempt to eliminate exposure to general market risks so that profits may be realized if and when the securities or instruments converge toward their theoretical fair value. This strategy typically attempts to isolate a specific mispricing by holding both long and short positions in related securities. In many cases, investment strategies seek to hedge exposure to primary directional risks such as parallel movements in interest rates, currencies and the movement of broad markets.

New Sub-Advisory Agreement

Pursuant to the Sub-Advisory Agreement and subject to the supervision and direction of the Board and direction and oversight of BlackRock, AAM will, with respect to the assets which BlackRock allocates to AAM (the “Managed Portion”), provide the Fund with investment research, advice and supervision and furnish a continuous investment program for and manage the investment and reinvestment of the Managed Portion. AAM will determine in its discretion the securities, cash and other financial instruments to be purchased, retained or sold

 

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for the Managed Portion within the parameters of the investment objective, policies, restrictions and guidelines applicable to the Managed Portion as provided by BlackRock, the provisions of the Sub-Advisory Agreement, all applicable laws, rules and regulations and the Fund’s registration statement on Form N-1A under the Investment Company Act of 1940, as amended (the “1940 Act”). The terms of the Sub-Advisory Agreement are substantially the same as the terms of the sub-advisory agreement that was in place between BlackRock and PEAK6 prior to September 30, 2014.

For the services provided and the expenses assumed by AAM pursuant to the Sub-Advisory Agreement, BlackRock, not the Fund, will pay to AAM a fee, computed daily and payable monthly, in arrears, at an annual rate of the average daily net assets of the Managed Portion.

Unless terminated sooner as provided below, the Sub-Advisory Agreement will continue in effect for two years from its date of execution. Thereafter, if not terminated, the Sub-Advisory Agreement will continue automatically for successive periods of twelve months each, provided that such continuance is specifically approved at least annually (i) by the vote of a majority of the trustees of the Board (“Trustees”) who are not parties to the Sub-Advisory Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by either the vote of (A) the Board or (B) a majority of the outstanding voting securities of the Fund (within the meaning of the 1940 Act); provided further, that if the shareholders fail to approve the Sub-Advisory Agreement, the Sub-Adviser may continue to serve in the manner and to the extent permitted by the 1940 Act and the rules and regulations thereunder.

Notwithstanding the foregoing, the Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, by vote of a majority of the Board or by a vote of a majority of the outstanding voting securities of the Fund. The Sub-Advisory Agreement may also be terminated, without the payment of any penalty, by BlackRock: (i) upon 60 days’ written notice to AAM; (ii) immediately upon material breach by AAM of any of the representations, warranties and agreements set forth in the Sub-Advisory Agreement; or (iii) immediately if, in the reasonable judgment of BlackRock, AAM becomes unable to discharge its duties and obligations under the Sub-Advisory Agreement including, without limitation, circumstances such as financial insolvency. AAM may terminate the Sub-Advisory Agreement at any time, without the payment of any penalty, on 90 days’ written notice to BlackRock and the Trust. The Sub-Advisory Agreement will terminate automatically in the event of its assignment or upon termination of the investment advisory agreement by and between the Trust and BlackRock, as it relates to the Fund (the “Investment Advisory Agreement”).

BlackRock and the Fund have obtained an exemptive order from the SEC that permits BlackRock, with respect to the Fund, to appoint and replace Sub-Advisers, and enter into, amend and terminate sub-advisory agreements with Sub-Advisers, subject to Board approval but without shareholder approval. The use of the Manager of Managers Structure with respect to the Fund is subject to certain conditions set forth in the SEC exemptive order. See “SEC Exemptive Order” below.

Board’s Considerations

The Fund is an investment portfolio of the Trust that commenced investment operations on August 7, 2014. The Fund employs a Manager of Managers Structure, whereby BlackRock is responsible for selecting Sub-Advisers (subject to Board approval), allocating the Fund’s assets among them, and overseeing their day-to-day management of Fund assets. Upon the recommendation of BlackRock, at a meeting held on February 20, 2015 (the “Meeting”), the Trustees, including all of the Trustees present who are not parties to the Investment Advisory Agreement or any sub-advisory agreement or “interested persons” (as defined in the 1940 Act) of any party thereto (the “Independent Trustees”) approved the Sub-Advisory Agreement between BlackRock and AAM.

Board Considerations in Approving the Agreements:  Pursuant to the 1940 Act, the Board is required to consider the initial approval of the Sub-Advisory Agreement. Prior to the Meeting, the Board received materials relating to its consideration of the Sub-Advisory Agreement. The Board, including the Independent Trustees, reviewed

 

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the nature, extent and quality of services to be provided by the Sub-Adviser, including the investment advisory services to be provided to the Fund. The Board received information concerning the investment philosophy and investment process to be used by the Sub-Adviser in managing the Fund, as well as a description of the capabilities, personnel and services of the Sub-Adviser. The Board also received information concerning BlackRock’s process for selecting and overseeing sub-advisors and was informed that BlackRock had performed due diligence on the Sub-Adviser, including a review of portfolio compliance systems and capabilities.

In determining to approve the Sub-Advisory Agreement, the Board met with the relevant investment advisory personnel from BlackRock and considered all information it deemed reasonably necessary to evaluate the terms of the Sub-Advisory Agreement. The Board considered all factors it believed relevant with respect to its consideration of the Sub-Advisory Agreement, including, among other factors: (a) the history of the Sub-Adviser; (b) the investment performance of the portfolio management of the Sub-Adviser; (c) possible alternatives to the proposed Sub-Advisory Agreement; (d) the fees to be paid pursuant to the Sub-Advisory Agreement; (e) BlackRock’s compliance and operational oversight of the Fund and the Sub-Adviser; and (f) other factors deemed relevant by the Trustees.

Conclusions:  Following discussion, all of the Trustees present at the Meeting, including all of the Independent Trustees present at the Meeting, approved the Sub-Advisory Agreement between BlackRock and AAM with respect to the Fund for a two-year term beginning on the effective date of the Sub-Advisory Agreement. Based upon its evaluation of all of the aforementioned factors in their totality, the Board, including the Independent Trustees, was satisfied that the terms of the Sub-Advisory Agreement were fair and reasonable and in the best interest of the Fund and its shareholders. In arriving at its decision to approve the Sub-Advisory Agreement, the Board did not identify any single factor or group of factors as all-important or controlling, but considered all factors together, and different Trustees may have attributed different weights to the various factors considered. The Independent Trustees were also assisted by the advice of independent legal counsel in making this determination.

SEC Exemptive Order

BlackRock and the Fund have obtained an exemptive order from the SEC that permits BlackRock, with respect to the Fund, to appoint and replace Covered Sub-Advisers (as defined below), and enter into, amend and terminate sub-advisory agreements with Covered Sub-Advisers, subject to Board approval but without shareholder approval. The use of the Manager of Managers Structure with respect to the Fund is subject to certain conditions set forth in the SEC exemptive order. The term “Covered Sub-Advisers” means any Sub-Adviser that is (i) an indirect or direct wholly-owned subsidiary (within the meaning of the 1940 Act) of BlackRock, (ii) a sister company of BlackRock that is an indirect or direct wholly-owned subsidiary (within the meaning of the 1940 Act) of the same company that, indirectly or directly, wholly owns BlackRock or (iii) not an affiliated person (within the meaning of the 1940 Act other than solely as a result of its service as a sub-adviser to the Fund) of the Fund or BlackRock. The exemptive order generally requires that shareholders of the Fund be notified of the hiring of a Covered Sub-Adviser within 90 days of such hiring, and that the Fund make available to shareholders information similar to that which would have been included in a proxy statement to shareholders.

Additional Information About BlackRock and the Fund’s Other Service Providers

BlackRock, a Delaware limited liability company and a registered investment adviser, was organized in 1994 to perform advisory services for investment companies. BlackRock serves as both the investment adviser and the administrator for the Fund. BlackRock is an indirect, wholly owned subsidiary of BlackRock, Inc. BlackRock’s current business address is 100 Bellevue Parkway, Wilmington, Delaware 19809. BlackRock, Inc.’s current business address is 55 East 52nd Street, New York, New York 10055. As of March 31, 2015, BlackRock and its affiliates had approximately $4.774 trillion in investment company and other portfolio assets under management.

BlackRock Investments, LLC, located at 40 East 52nd Street, New York, New York 10022, serves as the sole distributor of shares of the Fund. BlackRock Investments, LLC is an affiliate of BlackRock.

 

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BNY Mellon Investment Servicing (US) Inc. (“BNY MIS”), located at 301 Bellevue Parkway, Wilmington, Delaware 19809, serves as the transfer and dividend disbursement agent for the Fund. BNY MIS also serves as the Fund’s accounting services provider.

The Bank of New York Mellon, located at One Wall Street, New York, New York 10286, serves as the custodian for the Fund.

Additional Information About Achievement Asset Management LLC

AAM is an SEC registered investment adviser located at 141 West Jackson Blvd, Suite 800, Chicago, Illinois 60604. AAM provides investment management services to registered investment companies and to private investment funds offered to high-net-worth, financially sophisticated institutional and individual investors, as well as to trading vehicles employed by these funds. As of December 31, 2014, AAM managed approximately $2 billion in assets. Currently, Joseph F. Scoby directly and indirectly owns, controls and has all voting rights of AAM through Achievement Holdings L.P., AAM’s sole member, also located at 141 West Jackson Blvd, Suite 800, Chicago, Illinois 60604.

The principal executive officers of AAM, as of the date of this document, are set forth below. The business address of each individual is that of AAM’s principal offices as stated above.

 

Name Position with AAM

Joseph F. Scoby

Chief Executive Officer

Donna J. Macdonald

Chief Compliance Officer

David K. Pritsker

Chief Financial Officer

Tomas Hricko

Chief Operating Officer

AAM currently acts as an adviser or sub-adviser to registered investment companies having similar investment objectives to those of the Fund. The table below sets forth certain information with respect to these funds.

 

Fund Name

Approximate

Net Assets of Fund

Sub-Advisory Fee*

Arden Alternative Strategies Fund

$990 million**  

Arden Alternative Strategies II

  $77 million**  

JPMorgan Multi-Manager Alternatives Fund

$107 million***

Aurora Horizons Fund

$197 million***

 

* Each fund listed above has received an exemptive order from the SEC, pursuant to which sub-advisory fees are not required to be disclosed.
** Figures as of May 1, 2015.
*** Figures as of March 31, 2015.

 

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Ownership of the Fund

As of May 1, 2015, to the knowledge of the Trust, the following entities owned beneficially or of record 5% or more of a class of the Fund’s shares:

 

Name
    
Address
    
Percentage
    
Class
    

*Pershing LLC

1 Pershing Plaza

Jersey City, NJ 07399

27.84% Investor A Shares

*Charles Schwab & Co. Inc.

101 Montgomery Street

San Francisco, CA 94104

26.69% Investor A Shares

BlackRock Holdco 2, Inc.

40 East 52nd Street

New York, NY 10022

16.34% Investor A Shares

*TD Ameritrade FBO

P.O. Box 226

Omaha, NE 68103

16.19% Investor A Shares

*NFS LLC FEBO

499 Washington Boulevard

Jersey City, NJ 07310

  7.83% Investor A Shares
*Merrill Lynch, Pierce, Fenner &
Smith Inc.

4800 Deer Lake Drive East

Jacksonville, FL 32246

41.24% Investor C Shares

BlackRock Holdco 2, Inc.

40 East 52nd Street

New York, NY 10022

40.35% Investor C Shares

*Pershing LLC

1 Pershing Plaza

Jersey City, NJ 07399

10.18% Investor C Shares

BlackRock Holdco 2, Inc.

40 East 52nd Street

New York, NY 10022

98.15% Institutional Shares

 

* Record holder that does not beneficially own the shares.

Reports to Shareholders

The Fund’s annual and semi-annual reports are available free upon request. Shareholders may obtain a copy of either report by calling 1-800-441-7762 between 8:00 a.m. to 6:00 p.m. Eastern time on any business day. You may also access and download these reports at the Fund’s website: www.blackrock.com/prospectus.

If you have any questions, please contact your investment professional or authorized dealer.

May 21, 2015

100 Bellevue Parkway

Wilmington, Delaware 19809

 

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BlackRock FundsSM

BlackRock Multi-Manager Alternative Strategies Fund

(the “Fund”)

100 Bellevue Parkway

Wilmington, Delaware 19809

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT

May 21, 2015

This communication presents only an overview of the more complete Information Statement that is available to you on the Internet relating to BlackRock Multi-Manager Alternative Strategies Fund (the “Fund”), a series of BlackRock FundsSM (the “Trust”). We encourage you to access and review all of the important information contained in the Information Statement.

BlackRock Advisors, LLC, the Fund’s investment adviser (“BlackRock”), selects investment managers (“Sub-Advisers”) for the Fund, subject to approval of the board of trustees of the Trust (the “Board”). We are pleased to inform you that, at the recommendation of BlackRock, the Board has appointed Achievement Asset Management LLC (“AAM”) to serve as a new, additional Sub-Adviser to the Fund. The Board approved the sub-advisory agreement between BlackRock and AAM (the “Sub-Advisory Agreement”) on February 20, 2015. Benefit Street Partners, LLC, Independence Capital Asset Partners, LLC, LibreMax Capital, LLC, MeehanCombs LP and QMS Capital Management LP continue to serve as the Fund’s other Sub-Advisers. It is expected that Independence Capital Asset Partners, LLC will no longer serve as a Sub-Adviser to the Fund effective on or about May 27, 2015. It is expected that Ionic Capital Management LLC will serve as a Sub-Adviser to the Fund effective on or about May 27, 2015. Each Sub-Adviser is approved to manage a portion of the Fund’s portfolio (which may change over time) as allocated by BlackRock and overseen by the Board, with each Sub-Adviser employing different investment strategies.

Additional information about BlackRock, AAM, the Sub-Advisory Agreement, and the Board’s approval of the Sub-Advisory Agreement is contained in the Information Statement.

Please note that, in reliance on exemptive relief obtained by BlackRock and the Trust from the Securities and Exchange Commission, the hiring of AAM on the Fund’s behalf does not require a shareholder vote. Therefore, we are not asking you for a proxy, and you are requested not to send us a proxy.

This Notice of Internet Availability of the Information Statement is being mailed on or about May 21, 2015. The full Information Statement will be available for printing on the Fund’s website at www.blackrock.com/prospectus until at least 90 days from the date of this Notice and the Information Statement. A paper or email copy of the full Information Statement may be obtained, without charge, by contacting the Fund at 1-800-441-7762 between 8:00 a.m. to 6:00 p.m. Eastern time on any business day. If you would like to receive a paper or e-mail copy of the full Information Statement, you must request one. If you have any questions about this Notice, please contact your financial advisor (if applicable) or contact the Fund at the appropriate phone number provided above.

Please Note:  If (i) you are a member of a household in which multiple shareholders of the Fund share the same address, (ii) your shares are held in “street name” and (iii) your broker or bank has received consent to household material, then your broker or bank may have sent to your household only one copy of this Notice of Internet Availability of Information Statement unless your broker or bank previously received contrary instructions from a shareholder in your household. If you are part of a household that has received only one copy of this Notice of Internet Availability of Information Statement, the Fund will deliver promptly a separate copy of this Notice of Internet Availability of Information Statement to you upon written or oral request. To receive a separate copy of this Notice of Internet Availability of Information Statement, please contact the Fund by calling 1-800-441-7762

 

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between 8:00 a.m. to 6:00 p.m. Eastern time on any business day. If your shares are held with certain banks, trust companies, brokers, dealers, investment advisers and other financial intermediaries (each, an “Authorized Institution”) and you would like to receive a separate copy of future notices of internet availability of information statements, prospectuses or annual reports or you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact your Authorized Institution.

 

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