BlackRock Investment Management, LLC

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Item 1 Cover PageBlackRock Investment Management, LLC1 University Square DrivePrinceton, NJ 08540212-810-5300September 2, 2011This Brochure provides information about the qualifications and business practices of BlackRock Investment Management, LLC,as well as certain other affiliated registered investment adviser subsidiaries of BlackRock, Inc. If you have any questions aboutthe contents of this Brochure, please contact BlackRock Investment Management, LLC at 212-810-5300. The information in thisBrochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any statesecurities authority.BlackRock Investment Management, LLC is registered as an investment adviser with the SEC. Registration as an investmentadviser does not imply any level of skill or training.Additional information about BlackRock Investment Management, LLC also is available on the SEC’s website atwww.adviserinfo.sec.gov.

Item 2 Material ChangesItem 2 Material ChangesAs of March 31, 2011, Bank of America 1 owned approximately 7.1% of the total capital stock of BlackRock, Inc. Because of itsmaterial interest in BlackRock, Inc., the Brochure described the relationships or arrangements with Bank of America Corporationand its subsidiaries, including Merrill Lynch and its affiliates, that created possible conflict of interests or the appearance of aconflict of interest between the Advisers and a client.On June 1, 2011 BlackRock, Inc. repurchased Bank of America’s remaining ownership interest in BlackRock, Inc. (the“Transaction”). More information about the Transaction can be found sReleases/index.htmAs a result of the Transaction, this Brochure has been updated to reflect that Bank of America no longer owns any materialinterest in BlackRock, Inc. The principal items within the Brochure that were updated include Item 10 (“Other Financial IndustryActivities and Affiliations”) and Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”).Since the last amendment of this Brochure on July 13, 2011, the investment advisory services provided by State StreetResearch & Management Company (“SSRM”) were reorganized and merged with those of its affiliated adviser, BlackRockFinancial Management, Inc. (“BFM”), effective July 1, 2011. Consequently, a Form ADV-W was filed to withdraw SSRM’sregistration as an investment adviser, and the Form ADV for BFM was amended to reflect the succession.The investment advisory services provided by BlackRock Institutional Management Company (“BIMC”) also were reorganizedand merged with those of its affiliated adviser, BlackRock Advisors, LLC (“BAL”), effective July 31, 2011. Consequently, a FormADV-W was filed to withdraw BIMC’s registration as an investment adviser and the Form ADV for BAL was amended to reflectthe succession.In addition, BlackRock Investment Management, LLC relocated to 1 University Drive in Princeton, New Jersey in August 2011.The principal items in this Brochure that are being updated to reflect the changes described above are Item 4 (“Overview ofBlackRock Registered Investment Advisers”) and Item 7 (“Types of Clients”).1The shares were owned by and repurchased from Merrill Lynch & Co., Inc. (“Merrill Lynch”), which is a wholly-owned subsidiary of Bank ofAmerica Corporation (together with its subsidiaries, (“Bank of America”)).Page ii

Item 3 Table of ContentsItem 3 Table of ContentsItem 1 Cover Page.iItem 2 Material Changes.iiItem 3 Table of Contents .iiiItem 4 Advisory Business .1OVERVIEW OF BLACKROCK REGISTERED INVESTMENT ADVISERS . 1ADVISORY SERVICES. 1Separately Managed Accounts . 3SERVICES OF AFFILIATES . 4Item 5 Fees and Compensation .5ADVISORY FEES. 5FEE SCHEDULES. 5US Registered Funds . 5Private Funds . 5Private Investors Accounts. 5Separately Managed Accounts (Other than Private Investors Accounts). 8Dual Contract SMA Program Accounts. 8TIMING AND PAYMENT OF ADVISORY FEES . 9OTHER FEES AND EXPENSES. 9Item 6 Performance Based Fees and Side-By-Side Management.10Item 7 Types of Clients.11OVERVIEW OF CLIENTS . 11US Registered Funds . 11Institutional Separate Accounts. 12Private Funds . 12Other Pooled Investment Vehicles. 13Separately Managed Accounts . 13Item 8 Methods of Analysis, Investment Strategies and Risk of Loss .14FIXED INCOME MANDATES. 14EQUITY MANDATES . 14CASH MANAGEMENT MANDATES. 15ALTERNATIVE MANDATES . 15MULTI-ASSET MANDATES. 15INDEX MANDATES. 15OTHER STRATEGIES . 15Borrowing Arrangements . 15Risk Management . 16INVESTMENT STRATEGY RISKS . 16Item 9 Disciplinary Information.18Item 10 Other Financial Industry Activities and Affiliations.19AFFILIATED BROKER-DEALERS . 19Page iii

Item 3 Table of ContentsCOMMODITY POOL OPERATOR / COMMODITY TRADING ADVISER. 19RELATIONSHIPS OR ARRANGEMENTS WITH AFFILIATES AND/OR RELATED PERSONS . 19Securities Lending. 20Transition Investment Management. 20BlackRock Alternative Products . 21BlackRock Solutions . 21Item 11 Code of Ethics, Participation or Interest in Client Transactions and PersonalTrading.22BLACKROCK’S ADVISORY EMPLOYEE INVESTMENT TRANSACTION POLICY AND OTHERETHICAL RESTRICTIONS. 23POLITICAL CONTRIBUTIONS . 23POTENTIAL CONFLICTS RELATING TO ADVISORY ACTIVITIES . 24Conflicts Relating to Portfolio Management of Various Accounts. 24Financial or Other Interests in Underlying Funds. 24Cross Trades. 24Inconsistent Investment Positions and Timing of Competing Transactions. 24SIDE-BY-SIDE MANAGEMENT. 25MANAGEMENT OF INDEX FUNDS . 26CERTAIN PRINCIPAL TRANSACTIONS IN CONNECTION WITH THE ORGANIZATION OF APRIVATE FUND . 26POTENTIAL RESTRICTIONS AND CONFLICTS RELATING TO INFORMATION POSSESSEDOR PROVIDED BY BLACKROCK . 26Availability of Proprietary Information. 26Material Non-Public Information/Insider Trading. 27POTENTIAL CONFLICTS THAT MAY ARISE WITH RESPECT TO SERVICES PROVIDED BYOR THROUGH VARIOUS BLACKROCK ENTITIES AND THE BARCLAYS/PNC AFFILIATES. 27Services Provided to a BlackRock Client by other BlackRock Investment Advisers or through Investmentsin a BlackRock Investment Product . 28BlackRock’s Registered Investment Companies, Private Funds and Other Investment Products. 28Rule 12b-1 Plans of BlackRock US Registered Funds and Additional Payments. 29Use of BARCLAYS/PNC Affiliates to Provide Services or Execute Transactions . 29Transactions in Securities, Futures and Similar Instruments. 29Purchases of Unregistered Securities through a BARCLAYS/PNC Broker-Dealer. 30Purchases of Securities for which a BARCLAYS/PNC Broker-Dealer is an Underwriter . 30Borrowing or Lending Funds or Securities and Cash Management . 30Pricing and Valuation of Securities and Other Investments. 31Banking, Custodial and Related Services . 32Considerations for ERISA Clients . 33POTENTIAL CONFLICTS RELATED TO PRODUCTS AND SERVICES OF BARCLAYS/PNCAFFILIATES . 33Investment Products or Services of BARCLAYS/PNC Affiliates may Compete with BlackRock Clients . 33Investments in Service Clients or Portfolio Companies of the BlackRock Group or the BARCLAYS/PNCAffiliates. 34POTENTIAL CONFLICTS RELATING TO BLACKROCK CLIENTS’ USE OF INVESTMENTCONSULTANTS AND BLACKROCK’S RELATIONSHIP WITH PENSION CONSULTANTS . 34BLACKROCK MAY IN-SOURCE OR OUTSOURCE TO THIRD-PARTIES . 34POTENTIAL RESTRICTIONS ON INVESTMENT ADVISER ACTIVITY . 34Item 12 Brokerage Practices .36Page iv

Item 3 Table of ContentsSELECTION OF BROKERS, DEALERS AND OTHER TRADING VENUES AND METHODS . 36Soft Dollars. 37Access Fees Paid to, and Discounts Provided by, ECNs, Swap Clearing Firms and Other TradingSystems. 37COMPETING OR COMPLEMENTARY INVESTMENTS AND TRADE AGGREGATION . 38DIRECTED BROKERAGE . 39NON-DISCRETIONARY ACCOUNTS. 40CHANGES TO BLACKROCK’S BROKERAGE ARRANGEMENTS . 40Item 13 Review of Accounts .41NATURE AND FREQUENCY OF CLIENT ACCOUNT REVIEW. 41FREQUENCY AND CONTENT OF CLIENT ACCOUNT REPORTS . 41Item 14 Client Referrals and Other Compensation .42PAYMENTS TO BLACKROCK BY A NON-CLIENT IN CONNECTION WITH ADVICE PROVIDEDTO A CLIENT . 42SOLICITATION, INTRODUCTION OR PLACEMENT ARRANGEMENTS . 42SOLICITATIONS BY MLPF&S OR ITS EMPLOYEES. 42Item 15 Custody .48Item 16 Investment Discretion .48Item 17 Voting Client Securities .49Item 18 Financial Information .50GLOSSARY.51Page v

Item 4 Advisory BusinessOVERVIEW OF BLACKROCK REGISTERED INVESTMENT ADVISERSEach BlackRock entity listed below (individually, an “Adviser”) is registered as an investment adviser with the SEC and is awholly-owned subsidiary of BlackRock, Inc., a publicly traded company. The Advisers generally have common policies andprocedures with respect to US clients, and share senior management teams. Although referred to collectively throughout thisBrochure as “Advisers”, each Adviser is a separate and distinct company that may have differing investment capabilities andfunctions. This Brochure provides an overview of each Adviser listed in the table below:SECBlackRock – AdvisersFile #BlackRock Financial Management,801Inc. (“BFM”)48433801BlackRock Advisors, LLC (“BAL”)47710BlackRock International Limited 3801(“BIL”)51087BlackRock Capital Management, Inc.801(“BCM”)57038BlackRock Investment Management,801LLC 4 (“BIM”)56972801BlackRock Fund Advisors 5 (“BFA”)22609*AUM for BFM and BAL is as of July 31, 2011.InBusinessSince 210/21/199416 years09/23/199416 years10/04/199515 years11/19/199911 years09/28/199911 years09/20/198426 yearsAssets Under Management(as of 12/31/2010*)DiscretionaryNonDiscretionaryTotal 488,024,233,203* 1,008,751* 488,025,241,954* 351,796,256,487* 0* 351,796,256,487* 26,231,332,223 0 26,231,332,223 19,610,987,226 0 19,610,987,226 197,091,190,766 422,441,920 197,513,632,686 429,735,790,108 0 429,735,790,108ADVISORY SERVICESAs part of their investment management services, the Advisers collectively offer a range of investment solutions fromfundamental and quantitative active management, to indexing strategies designed to gain broad exposure to the world’s capitalmarkets. Each Adviser generally provides investment management services in accordance with investment guidelines andrestrictions, which may include restrictions on investing in certain securities, or types of securities or other financial instruments,that are developed in consultation with the client, or in accordance with the mandate selected by the client (e.g., fixed income,cash management, equity, alternative, index or multi-asset) at the outset of the adviser-client relationship or when taking on anew portfolio for a client. Each pooled investment vehicle managed or otherwise advised by an Adviser (e.g., US registeredinvestment companies and private investment funds) is managed in accordance with its investment guidelines and restrictionsand is not tailored to the individualized needs of any particular fund shareholder or fund investor, and an investment in such avehicle does not, in and of itself, create an advisory relationship between the shareholder or investor and an Adviser. Therefore,fund shareholders and fund investors must consider whether the pooled investment vehicle meets their investment objectivesand risk tolerance prior to investing in the vehicle. BlackRock, Inc. has developed an automated compliance process utilized bythe Advisers to help ensure portfolios are managed in accordance with their stated guidelines.2“In Business” is based on each Adviser’s date of incorporation.3BlackRock International Limited - Past names: M M & S (2289) Limited (10/4/95 - 11/21/95); CastleRock Capital Management Limited(11/21/1995 - 2/14/1996); Castle International Asset Management Limited (2/14/1996 - 5/3/1998); BlackRock International, Ltd. (5/3/1998 5/1/2008).4BlackRock Investment Management, LLC - Past names: Merrill Lynch Investment Managers, LLC (9/28/1999 - 9/30/2006).5BlackRock Fund Advisors - Past names: Wells Fargo Investment Advisors (9/20/1984 - 1/1/1996); BZW Barclays Global Fund Advisors(1/1/1996 - 10/9/1996); Barclays Global Fund Advisors (10/9/1996 - 12/1/2009).Page 1

Item 4 Advisory BusinessAn overview of each Adviser and its primary focus is provided in the table below:BlackRock - AdvisersBlackRock Financial Management, Inc.BlackRock Advisors, LLCBlackRock International Limited 6BlackRock Capital Management, Inc.BlackRock Investment Management, LLCBlackRock Fund AdvisorsPrimary FocusManages institutional fixed income, multi-asset and quantitative equityaccounts, private investment funds, separately managed accounts (in wrapfee programs) and US registered investment companies, and acts as a subadviser for institutional accounts and US registered investment companies.Manages US registered investment companies focused on fixed income,cash management, money market, multi-asset and equity strategies.Manages institutional US and non-US equity, multi-asset and fixed incomeaccounts, and acts as a sub-adviser for US registered investmentcompanies, including Exchange Traded Funds (“ETFs”).Manages institutional equity and cash management accounts and privateinvestment funds, and acts as sub-adviser for US registered investmentcompanies and accounts for clients of PNC Bank, National Association, andPNC Bank, Delaware.Manages equity, fixed income, multi-asset and alternative asset institutionalaccounts, private investment funds and separately managed accounts (inwrap fee programs), and acts as a sub-adviser for institutional accounts,separately managed accounts, US registered investment companies andnon-US alternative asset products. Also sponsors a separately managedaccount (wrap fee) program.Manages US registered investment companies, including ETFs, focused onfixed income, cash management, equity, multi-asset and index strategies.Acts as a sub-adviser for US registered investment companies. Alsomanages pooled investment vehicles, private investment funds and Mauritiusprivate limited liability companies.6BIL is located in the United Kingdom and authorized by the Financial Services Authority of the United Kingdom. In some cases, laws, rules andregulations applicable to BIL may differ from those described generally herein. Accordingly, BIL may have separate policies and procedures insupport of such laws, rules and regulations.Page 2

Item 4 Advisory BusinessThe Advisers’ investment management services are offered (directly or indirectly through a sub-advisory arrangement with theclient's primary investment adviser) to investment companies, individuals and institutional investors through separate accountmanagement, single-investor funds, discretionary and non-discretionary advisory programs, and commingled investmentvehicles. The Advisers’ clients may include, but are not limited to: financial institutions, registered investment companies(including ETFs), private investment funds, real estate investment trusts, profit sharing plans, pension funds and otherretirement accounts, insurance companies, charitable and endowment organizations, corporations, banks and thrift institutions,separate accounts, estates and trusts, and other institutional type accounts (both taxable and tax-exempt), governmentagencies, government chartered corporations, quasi-governmental agencies, state and local governments and non-US pensionfunds, national banks, as well as high net worth and other individuals. Not every Adviser covered herein will manage each typeof client account. Advisers may advise both US and non-US clients. The types of clients to which each Adviser providesinvestment management services are disclosed in each Adviser’s Form ADV Part 1 and summarized in Item 7 ("Types ofClients") of this Brochure.Depending on the investment strategy or strategies that a client wishes to pursue, the client's ultimate contractual relationshipmay be with one or more of the Advisers. For example, a client that engages an Adviser to perform US fixed income and nonUS equity investment services may have two contractual relationships, one with BFM and one with BIL.Separately Managed AccountsBIM sponsors the Private Investors Service ("Private Investors"), a separately managed account (“SMA”) or “wrap fee"program. Through Private Investors, BIM offers a variety of equity, fixed income, and multi-asset investment strategies toindividual and institutional separate account clients generally referred by Merrill Lynch, Pierce, Fenner & Smith Incorporated(“MLPF&S”). Certain relevant information about Private Investors’ compensation arrangements is included in Item 5 (“Fees andCompensation”) of this Brochure; additional information about Private Investors is available through its disclosure document(the “Private Investors Brochure”), which is available to current and prospective Private Investors clients. As the sponsor ofPrivate Investors, BIM provides Private Investors clients with the Private Investors Brochure.BIM and BFM participate as investment managers in SMA programs sponsored by various broker-dealers, investment advisersand other firms (which may include acting as sub-adviser to clients who authorize their investment advisers to retain an Adviserto act as a discretionary investment manager). The SMA programs in which BIM and BFM currently participate are identified ineach firm’s Form ADV, Part I. BIM and BFM may each require a minimum account size for its investment strategies, which mayvary among SMA programs. In most SMA programs, the program’s sponsor (the “Sponsor”) is responsible for establishing thefinancial circumstances, investment objectives and investment restrictions applicable to each client, often through a clientprofile (the “Profile”) and discussions between the client and the Sponsor’s personnel. Each client typically completes a Profilein addition to executing a program contract with the Sponsor. In some SMA programs (often referred to as “Dual Contract SMAPrograms”), clients also may be required to execute a separate agreement directly with each investment manager (such as anAdviser) or the investment manager may be made a party to the client/Sponsor agreement. The client’s program agreementwith the Sponsor generally establishes the services to be provided to the client by or on behalf of the Sponsor, which mayinclude, among other things: (i) manager selection; (ii) trade execution, often without a transaction-specific commission orcharge; (iii) custodial services; (iv) periodic monitoring of investment managers; and (v) performance reporting. Clientsgenerally are charged by the Sponsor quarterly, in advance, a comprehensive or “wrap fee” based upon a percentage of thevalue of the assets under management to cover such services. The wrap fee often, but not always, includes the advisory feescharged by BIM or BFM (or other participating managers) through the program. Where the services provided by BIM and BFMare included in the wrap fee, the Sponsor generally collects the wrap fee from the client and remits the advisory fee to BIM orBFM (or other participating manager). In Dual Contract SMA Programs, the investment manager’s fee typically is paid directlyby the client pursuant to a separate agreement between the investment manager and the client.SMA program clients also may be subject to additional fees, expenses and charges (e.g., commissions on transactionsexecuted by a broker-dealer other than the Sponsor or the program’s designated broker-dealer(s), expenses with respect toinvestments in pooled vehicles (such as ETFs and money market and other registered investment companies), dealer mark-upsor mark-downs on principal transactions, and certain costs or charges imposed by the Sponsor or a third-party, such as odd-lotdifferentials, exchange fees and transfer taxes mandated by law). Generally, Sponsors are responsible for providing clients withboth this Brochure and other applicable brochures for the Sponsor's program (the “Program Brochure”). The Program Brochurefor each Sponsor is also available through the Investment Adviser Public Disclosure (“IAPD”) website. SMA program clientsshould review the Sponsor’s Program Brochure for further details about the relevant program. Such clients should considerthat, depending upon the rate of the wrap fee charged, the amount of trading activity, the value of custodial and other servicesprovided and other factors, the wrap fee may exceed the aggregate costs of the services provided if they were to be obtainedseparately (although, in some cases, it may be possible to obtain such services only through the program) and, with respect tobrokerage, any transaction-based commissions paid by the account. BIM and BFM are not responsible for, and do not attemptto determine, whether a particular third-party SMA program is suitable or advisable for program participants. BIM and BFMreserve the right, in its sole discretion, to reject any account referred to it by a Sponsor for any reason, including, but not limitedto, the client’s stated investment goals and restrictions.Page 3

Item 4 Advisory BusinessBIM’s and BFM’s fees for managing SMA program accounts may be less than the fees it receives for managing similaraccounts outside of a SMA program. However, clients should be aware that, as discussed above, the total fees and expensesassociated with a SMA program may exceed those which might be available if the services were acquired separately.An institutional client typically consults with an Adviser at the outset of the adviser-client relationship to establish customizedinvestment guidelines

Jun 01, 2011 · Item 1 Cover Page BlackRock Investment Management, LLC 1 University Square Drive Princeton, NJ 08540 212-810-5300 September 2, 2011 This Brochure provides information about the qualifications and business practices of BlackRock Investment Management, LLC,

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