BlackRock Financial Management Inc

Item 5. Fees and Compensation

Fees Paid to Adviser by Third-Parties
With respect to certain BlackRock Private Funds and SMAs, an Adviser, BlackRock, its affiliates or any
BlackRock director, manager, member, officer, or employee (“BlackRock Employees”) may at times receive
commitment fees, origination fees, structuring fees, administrative agency fees, break-up fees, financing
fees, directors’ fees, consulting fees, transaction fees, advisory fees, closing fees and other similar fees from
a portfolio investment of or counterparty to such BlackRock Private Fund or SMA, respectively, as well as
placement or other similar fees payable to a broker-dealer (“Third-Party Fees”). The management fee
received by an Adviser or one of its affiliates from a BlackRock Private Fund or SMA may be reduced by the
amount of Third-Party Fees received by such Adviser, BlackRock, its affiliates or any BlackRock Employees.
Subject to any applicable law or regulation, the extent to which an Adviser, BlackRock, its affiliates or any
BlackRock Employee may retain such Third-Party Fees, if at all, and further details of any such Third-Party
Fees, are included in such BlackRock Private Fund’s OM and/or governing documents or the IMA governing
the SMA, respectively.

Various conflicts of interest may exist when Third-Party Fees can be retained by an Adviser, BlackRock, its
affiliates or any BlackRock Employee and are not required to be applied to reduce the amount of the
management fee received by such Adviser. For a further discussion of the conflicts of interest arising from
the retention of Third-Party Fees by an Adviser, BlackRock, its affiliates or any BlackRock Employee, please
refer to Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) and
the section of disclosure headed “Conflicts of Interest Presented by the Retention of Third-Party Fees”.

Co-Investments
The Advisers from time to time offer certain persons (affiliated or unaffiliated) the opportunity to co-invest in
particular investments alongside a BlackRock Private Fund or an Institutional SMA, subject to certain
restrictions. In certain cases where co-investors participate in an investment, the Advisers may only allocate
expenses associated with such investment, including broken-deal expenses, to certain BlackRock Private
Funds, co-investors and other participants in the investment.

Item 7. Types of Clients

BlackRock and its related persons often invest in and/or serve as general partner, or managing member, or
on the board of directors or advisory board of a BlackRock Private Fund. BlackRock, and its related persons
generally act as investment manager or otherwise exercise investment discretion with respect to certain
BlackRock Private Funds and often provide services other than advice (including, but not limited to,
administration, organizing and managing the business affairs, executing and reconciling trades, preparing
financial statements and providing audit support, preparing tax related schedules or documents, and sales
and investor relations support, diligence and valuation services) to such funds, in some cases for a fee
separate and apart from the advisory fee. A BlackRock Private Fund often pays or reimburses BlackRock for
certain organizational and offering expenses and operating expenses related to the BlackRock Private Fund.

Other Pooled Investment Vehicles
Certain Advisers manage publicly traded real estate investment trusts, private real estate investment trusts,
commodity pools as defined in the CEA, grantor trusts and other structured products. Certain products
advised and/or sponsored by the Advisers or an affiliate of the Advisers trade on a stock exchange, may hold
a specific investment, and are known as exchange-traded products (collectively, “BlackRock/iShares ETPs”).
Although shares representing interests in such products are bought or sold on a stock exchange, such
shares cannot be purchased or redeemed directly from the BlackRock/iShares ETPs except in large
aggregations of shares (referred to as “creation units”) by institutions that sign an agreement to become
authorized participants or participating dealers.

Certain Advisers provide investment advice to portfolios commonly referred to as collective investment
schemes, which is a type of pooled investment common in the United Kingdom, Luxembourg, Ireland, and
Switzerland. Some of the collective investment schemes are Undertakings for Collective Investments in
Transferable Securities (“UCITS”) or fund types in accordance with other local regulations. UCITS is the
European regulatory framework for an investment vehicle that can be marketed across the European Union,
subject to certain notification and registration requirements.

Institutional SMAs and SMA Programs
As discussed above in Item 4 (“Advisory Business”), certain Advisers provide investment management
services directly to Institutional Clients through Institutional SMAs and high net worth and other individual
clients through SMAs accessed through an SMA Program.

As part of their Institutional SMA business, the Advisers have developed many investment strategies to meet
specific client risk profiles. Institutional Clients typically retain an Adviser to manage their accounts by
participating in an Institutional SMA, while other individuals will access an Adviser's services through an
SMA Program. BIM participates as an investment manager in SMA Programs sponsored by various third-
party firms.

SMA clients include, but are not limited to, high net worth and other individuals, charitable and endowment
organizations, government entities, investment companies, corporations and other institutions (both taxable
and tax-exempt), trusts and estates. SMA advisory services or certain investment strategies are not available
to prospective clients residing or domiciled in certain countries outside the U.S., and such clients should
contact their SMA Program Sponsor or the relevant Adviser for more information.

For Dual Contract SMA Program accounts, BIM generally requires a minimum investment of at least
$250,000 for investment strategies, although smaller accounts can be accepted at BIM’s discretion. Higher
minimums are required for certain programs and/or BlackRock SMA Strategies. Please refer to Item 5 (“Fees
and Compensation”) for more information. Clients participating in other SMA Programs should contact their
SMA Program Sponsors for more information on minimum account sizes and other eligibility requirements.