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Report of
Independent Registered Public Accounting Firm
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To the Board of Trustees of BlackRock Funds II and Shareholders of LifePath Active 2015 Portfolio (formerly known
as BlackRock Prepared Portfolio 2015), LifePath Active 2020 Portfolio (formerly known as BlackRock Prepared Portfolio 2020), LifePath Active 2025 Portfolio (formerly known as BlackRock Prepared Portfolio 2025), LifePath Active 2030 Portfolio
(formerly known as BlackRock Prepared Portfolio 2030), LifePath Active 2035 Portfolio (formerly known as BlackRock Prepared Portfolio 2035), LifePath Active 2040 Portfolio (formerly known as BlackRock Prepared Portfolio 2040), LifePath Active 2045
Portfolio (formerly known as BlackRock Prepared Portfolio 2045) and LifePath Active 2050 Portfolio (formerly known as BlackRock Prepared Portfolio 2050):
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the LifePath Active 2015 Portfolio (formerly known as BlackRock Prepared Portfolio 2015), LifePath
Active 2020 Portfolio (formerly known as BlackRock Prepared Portfolio 2020), LifePath Active 2025 Portfolio (formerly known as BlackRock Prepared Portfolio 2025), LifePath Active 2030 Portfolio (formerly known as BlackRock Prepared Portfolio 2030),
LifePath Active 2035 Portfolio (formerly known as BlackRock Prepared Portfolio 2035), LifePath Active 2040 Portfolio (formerly known as BlackRock Prepared Portfolio 2040), LifePath Active 2045 Portfolio (formerly known as BlackRock Prepared
Portfolio 2045) and LifePath Active 2050 Portfolio (formerly known as BlackRock Prepared Portfolio 2050) (collectively, the Funds), each a series of BlackRock Funds II, as of October 31, 2012, and the related statements of
operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and
financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we
engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of
securities owned as of October 31, 2012, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2012, the results of
their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles
generally accepted in the United States of America.
Deloitte & Touche LLP
Philadelphia, Pennsylvania
December 21, 2012
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Important Tax Information
(Unaudited)
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The following information is provided with respect to the ordinary income distributions paid by the Funds during the fiscal year
ended October 31, 2012:
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Payable
Date
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Qualified Dividend
Income for
Individuals
1
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Dividends Received
Deduction for
Corporations
1
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LifePath Active 2015 Portfolio
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12/27/11
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22.30
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%
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16.97
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%
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LifePath Active 2020 Portfolio
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12/27/11
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31.18
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%
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23.78
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%
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LifePath Active 2025 Portfolio
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12/27/11
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24.04
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%
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18.62
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%
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LifePath Active 2030 Portfolio
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12/27/11
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25.45
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%
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19.73
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%
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LifePath Active 2035 Portfolio
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12/27/11
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81.29
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%
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62.02
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%
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LifePath Active 2040 Portfolio
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12/27/11
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35.40
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%
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26.84
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%
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LifePath Active 2045 Portfolio
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12/27/11
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82.80
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%
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61.51
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%
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LifePath Active 2050 Portfolio
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12/27/11
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32.53
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%
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24.58
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%
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1
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The Funds hereby designate the
percentage indicated above or the maximum amount allowable by law.
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Additionally, the Funds distributed long-term capital gains per
share to shareholders of record on December 23, 2011 as follows:
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Long-Term
Capital Gains
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LifePath Active 2015 Portfolio
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$0.181100
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LifePath Active 2020 Portfolio
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$0.223552
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LifePath Active 2025 Portfolio
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$0.225056
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LifePath Active 2030 Portfolio
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$0.188518
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LifePath Active 2035 Portfolio
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$0.127476
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LifePath Active 2040 Portfolio
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$0.138347
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LifePath Active 2045 Portfolio
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$0.110191
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LifePath Active 2050 Portfolio
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$0.105713
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BLACKROCK FUNDS II
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OCTOBER 31, 2012
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67
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Disclosure of
Investment Advisory Agreement
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The Board of Trustees (the Board, and the members of which are referred to as
Board Members) of LifePath
®
Active 2015 Portfolio (the 2015 Fund), LifePath
®
Active 2020 Portfolio (the 2020 Fund), LifePath
®
Active 2025 Portfolio (the 2025 Fund),
LifePath
®
Active 2030 Portfolio (the 2030 Fund), LifePath
®
Active 2035 Portfolio (the 2035 Fund),
LifePath
®
Active 2040 Portfolio (the 2040 Fund), LifePath
®
Active 2045 Portfolio (the 2045 Fund) and LifePath
®
Active 2050 Portfolio (the 2050 Fund) (each, a Fund, and collectively, the Funds), each a series of BlackRock Funds II (the
Trust), met on April 10, 2012 and May 8-9, 2012 to consider the approval of the Trusts investment advisory agreement (the Agreement), on behalf of each Fund, with BlackRock Advisors, LLC (the
Manager, or BlackRock), each Funds investment advisor.
Activities and Composition of the Board
The Board consists of thirteen individuals, ten of whom are not interested persons of the Trust as defined in the Investment Company Act of 1940, as
amended (the 1940 Act) (the Independent Board Members). The Board Members are responsible for the oversight of the operations of the Funds and perform the various duties imposed on the directors of investment companies by the
1940 Act. The Independent Board Members have retained independent legal counsel to assist them in connection with their duties. The Chairman of the Board is an Independent Board Member. The Board has established five standing committees: an Audit
Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the
Performance Oversight Committee and the Executive Committee, each of which also has one interested Board Member).
The Agreement
Pursuant to the 1940 Act, the Board is required to consider the continuation of the Agreement on an annual basis. The Board has four quarterly meetings per year,
each extending over two days, and a fifth meeting to consider specific information surrounding the consideration of renewing the Agreement. In connection with this process, the Board assessed, among other things, the nature, scope and quality of the
services provided to each Fund by BlackRock, its personnel and its affiliates, including investment management, administrative and shareholder services, oversight of fund accounting and custody, marketing services, risk oversight, compliance and
assistance in meeting applicable legal and regulatory requirements.
The Board, acting directly and through its committees, considers at each of its
meetings, and from time to time as appropriate, factors that are relevant to its annual consideration of the renewal of the Agreement, including the services and support provided by BlackRock to each Fund and its shareholders. Among the matters the
Board considered were: (a) investment performance for one-, three- and five-year and/or since inception periods, as applicable, against peer funds, and applicable benchmarks, if any, as well as senior managements and portfolio
managers analysis of the reasons for any over performance or
underperformance against its peers and/or benchmark, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by
each Fund for services, such as marketing and distribution, call center and fund accounting; (c) Fund operating expenses and how BlackRock allocates expenses to each Fund; (d) the resources devoted to, risk oversight of, and compliance
reports relating to, implementation of each Funds investment objective, policies and restrictions; (e) each Funds compliance with its Code of Ethics and other compliance policies and procedures; (f) the nature, cost and
character of non-investment management services provided by BlackRock and its affiliates; (g) BlackRocks and other service providers internal controls and risk and compliance oversight mechanisms; (h) BlackRocks
implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality of portfolio transactions; (j) BlackRocks implementation of each Funds valuation and liquidity
procedures; (k) an analysis of management fees for products with similar investment objectives across the open-end fund, exchange traded fund (ETF), closed-end fund and institutional account product channels, as applicable;
(l) BlackRocks compensation methodology for its investment professionals and the incentives it creates; and (m) periodic updates on BlackRocks business.
The Board has engaged in an ongoing strategic review with BlackRock of opportunities to consolidate funds and of BlackRocks commitment to investment performance. In addition, the Board requested, to the
extent reasonably possible, an analysis of the risk and return relative to selected funds in peer groups. BlackRock provides information to the Board in response to specific questions. These questions covered issues such as profitability, investment
performance and management fee levels. The Board considered the importance of: (i) managing fixed income assets with a view toward preservation of capital; (ii) portfolio managers investments in the funds they manage;
(iii) BlackRocks controls surrounding the coding of quantitative investment models; and (iv) BlackRocks oversight of relationships with third party service providers.
Board Considerations in Approving the Agreement
The Approval Process:
Prior to the April 10, 2012
meeting, the Board requested and received materials specifically relating to the Agreement. The Board is engaged in a process with its independent legal counsel and BlackRock to review periodically the nature and scope of the information provided to
better assist its deliberations. The materials provided in connection with the April meeting included (a) information independently compiled and prepared by Lipper, Inc. (Lipper) on Fund fees and expenses and the investment
performance of each Fund as compared with a peer group of funds as determined by Lipper (collectively, Peers); (b) a discussion of fall-out benefits to BlackRock and its affiliates; (c) a general analysis provided by BlackRock
concerning investment management fees (a combination of the advisory fee and the administration fee, if any) charged to other clients, such as institutional clients, ETFs and closed-end funds, under similar investment mandates, as well as the
performance of such other clients, as applicable; (d) the existence, impact and sharing of potential economies of scale; (e) a summary of aggregate amounts paid by each Fund to BlackRock; (f)
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68
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BLACKROCK FUNDS II
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OCTOBER 31, 2012
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Disclosure of Investment Advisory Agreement
(continued)
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sales and redemption data regarding each Funds shares; and (g) if applicable, a comparison of management fees to similar BlackRock open-end funds, as classified by Lipper.
At an in-person meeting held on April 10, 2012, the Board reviewed materials relating to its consideration of the Agreement. As a result of the discussions
that occurred during the April 10, 2012 meeting, and as a culmination of the Boards year-long deliberative process, the Board presented BlackRock with questions and requests for additional information. BlackRock responded to these
requests with additional written information in advance of the May 8-9, 2012 Board meeting.
At an in-person meeting held on May 8-9, 2012,
the Board, including all the Independent Board Members, approved the continuation of the Agreement between the Manager and the Trust, on behalf of each Fund, for a one-year term ending June 30, 2013. In approving the continuation of the
Agreement, the Board considered: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of each Fund and BlackRock; (c) the advisory fee and the cost of the services and profits to be
realized by BlackRock and its affiliates from their relationship with each Fund; (d) economies of scale; (e) fallout benefits to BlackRock as a result of its relationship with the Fund; and (f) other factors deemed relevant by the
Board Members.
The Board also considered other matters it deemed important to the approval process, such as payments made to BlackRock or its
affiliates relating to the distribution of Fund shares and securities lending, services related to the valuation and pricing of Fund portfolio holdings, direct and indirect benefits to BlackRock and its affiliates from their relationship with each
Fund and advice from independent legal counsel with respect to the review process and materials submitted for the Boards review. The Board noted the willingness of BlackRock personnel to engage in open, candid discussions with the Board. The
Board did not identify any particular information as controlling, and each Board Member may have attributed different weights to the various items considered.
A. Nature, Extent and Quality of the Services Provided by BlackRock:
The Board, including the Independent Board Members, reviewed the nature, extent and quality of services provided by BlackRock, including
the investment advisory services and the resulting performance of each Fund. Throughout the year, the Board compared Fund performance to the performance of a comparable group of mutual funds and/or the performance of a relevant benchmark, if any.
The Board met with BlackRocks senior management personnel responsible for investment operations, including the senior investment officers. The Board also reviewed the materials provided by each Funds portfolio management team discussing
Fund performance and the Funds investment objective, strategies and outlook.
The Board considered, among other factors, the number, education and
experience of BlackRocks investment personnel generally and each Funds portfolio management team, investments by portfolio managers in the funds they manage, BlackRocks portfolio trading capabilities,
BlackRocks use of technology, BlackRocks commitment to compliance, BlackRocks credit analysis capabilities, BlackRocks risk analysis and oversight capabilities and
BlackRocks approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board engaged in a review of BlackRocks compensation structure with respect to each Funds portfolio
management team and BlackRocks ability to attract and retain high-quality talent and create performance incentives.
In addition to advisory
services, the Board considered the quality of the administrative and non-investment advisory services provided to each Fund. BlackRock and its affiliates provide each Fund with certain administrative, shareholder and other services (in addition to
any such services provided to a Fund by third parties) and officers and other personnel as are necessary for the operations of the Fund. In particular, BlackRock and its affiliates provide each Fund with the following administrative services
including, among others: (i) preparing disclosure documents, such as the prospectus, the statement of additional information and periodic shareholder reports; (ii) assisting with daily accounting and pricing; (iii) overseeing and
coordinating the activities of other service providers; (iv) organizing Board meetings and preparing the materials for such Board meetings; (v) providing legal and compliance support; and (vi) performing other administrative functions
necessary for the operation of the Fund, such as tax reporting, fulfilling regulatory filing requirements and call center services. The Board reviewed the structure and duties of BlackRocks fund administration, accounting, legal and compliance
departments and considered BlackRocks policies and procedures for assuring compliance with applicable laws and regulations.
B. The Investment
Performance of each Fund and BlackRock:
The Board, including the Independent Board Members, also reviewed and considered the performance history of each Fund. In preparation for the April 10, 2012 meeting, the Board worked with its
independent legal counsel, BlackRock and Lipper to develop a template for, and was provided with, reports independently prepared by Lipper, which included a comprehensive analysis of each Funds performance. The Board also reviewed a narrative
and statistical analysis of the Lipper data that was prepared by BlackRock, which analyzed various factors that affect Lippers rankings. In connection with its review, the Board received and reviewed information regarding the investment
performance of each Fund as compared to funds in the Funds applicable Lipper category. The Board was provided with a description of the methodology used by Lipper to select peer funds and periodically meets with Lipper representatives to
review their methodology. The Board and the Boards Performance Oversight Committee regularly review, and meet with Fund management to discuss, the performance of each Fund throughout the year.
The Board noted that the 2015 Fund ranked in the second, first and first quartiles against its Lipper Performance Universe for the one-year, three-year and
since-inception periods reported, respectively.
The Board noted that the 2020 Fund ranked in the second, second and first quartiles against its Lipper
Performance Universe for the one-year, three-year and since-inception periods reported, respectively.
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BLACKROCK FUNDS II
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OCTOBER 31, 2012
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69
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Disclosure of Investment Advisory Agreement
(continued)
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The Board noted that the 2025 Fund ranked in the first, third and first quartiles against its Lipper Performance
Universe for the one-year, three-year and since-inception periods reported, respectively.
The Board noted that the 2030 Fund ranked in the first,
second and first quartiles against its Lipper Performance Universe for the one-year, three-year and since-inception periods reported, respectively.
The
Board noted that the 2035 Fund ranked in the second, fourth and second quartiles against its Lipper Performance Universe for the one-year, three-year and since-inception periods reported, respectively.
The Board noted that the 2040 Fund ranked in the second, third and first quartiles against its Lipper Performance Universe for the one-year, three-year and
since-inception periods reported, respectively.
The Board noted that the 2045 Fund ranked in the second, fourth and second quartiles against its Lipper
Performance Universe for the one-year, three-year and since-inception periods reported, respectively.
The Board noted that the 2050 Fund ranked in the
first, third and second quartiles against its Lipper Performance Universe for the one-year, three-year and since-inception periods reported, respectively.
C. Consideration of the Advisory/Management Fees and the Cost of the Services and Profits to be Realized by BlackRock and its Affiliates from their Relationship with each Fund:
The Board, including the
Independent Board Members, reviewed each Funds contractual management fee rate compared with the other funds in its Lipper category. It also compared each Funds total expense ratio, as well as actual management fee rate, to those of
other funds in its Lipper category. The Board considered the services provided and the fees charged by BlackRock to other types of clients with similar investment mandates, including separately managed institutional accounts.
The Board reviewed BlackRocks profitability with respect to other funds the Board currently oversees for the year ended December 31, 2011 compared to
available aggregate profitability data provided for the years ended December 31, 2010 and December 31, 2009. The Board reviewed BlackRocks profitability with respect to other fund complexes managed by the Manager and/or its
affiliates. The Board reviewed BlackRocks assumptions and methodology of allocating expenses in the profitability analysis, noting the inherent limitations in allocating costs among various advisory products. The Board recognized that
profitability may be affected by numerous factors including, among other things, fee waivers and expense reimbursements by the Manager, the types of funds managed, expense allocations and business mix, and the difficulty of comparing profitability
as a result of those factors.
The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly
available. The Board considered BlackRocks operating margin, in general, compared to the operating margin for leading investment management firms whose operations include advising open-end funds, among other product types. In addition, the
Board considered, among other things, certain third party data
comparing BlackRocks operating margin with that of other publicly-traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the
contribution of technology at BlackRock, BlackRocks expense management, and the relative product mix.
In addition, the Board considered the cost
of the services provided to each Fund by BlackRock, and BlackRocks and its affiliates profits relating to the management and distribution of each Fund and the other funds advised by BlackRock and its affiliates. As part of its analysis,
the Board reviewed BlackRocks methodology in allocating its costs to the management of each Fund. The Board also considered whether BlackRock has the financial resources necessary to attract and retain high quality investment management
personnel to perform its obligations under the Agreement and to continue to provide the high quality of services that is expected by the Board.
The
Board noted that BlackRock will not receive any advisory fees from the Funds for its investment advisory service. The Board noted that each Funds contractual management fee ratio (a combination of the advisory fee and the administration fee,
if any) was lower than or equal to the median contractual management fee ratio paid by the Funds Peers, in each case before taking into account any expense reimbursements or fee waivers. The Board also noted that BlackRock has contractually
agreed to waive fees or reimburse expenses in order to limit, to a specified amount, each Funds total net expenses on a class-by-class basis, as applicable.
D. Economies of Scale:
The Board, including the Independent Board Members, considered the extent to which economies of scale might be realized as the assets of each Fund increase, as well as the existence of
expense caps. The Board also considered the extent to which each Fund benefits from such economies and whether there should be changes in the advisory fee rate or structure in order to enable the Fund to participate in these economies of scale, for
example through the use of breakpoints in the advisory fee based upon the asset level of the Fund. In its consideration, the Board Members took into account the existence of expense caps and further considered the continuation and/or implementation,
as applicable, of such caps.
E. Other Factors Deemed Relevant by the Board Members:
The Board, including the Independent Board Members, also
took into account other ancillary or fall-out benefits that BlackRock or its affiliates may derive from their respective relationships with each Fund, both tangible and intangible, such as BlackRocks ability to leverage its
investment professionals who manage other portfolios and risk management personnel, an increase in BlackRocks profile in the investment advisory community, and the engagement of BlackRocks affiliates as service providers to each Fund,
including for administrative, distribution, securities lending and cash management services. The Board also considered BlackRocks overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board
also noted that BlackRock may use and benefit from third party research obtained by soft dollars generated by certain registered fund transactions to assist in managing all or
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70
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BLACKROCK FUNDS II
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OCTOBER 31, 2012
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Disclosure of Investment Advisory Agreement
(concluded)
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a number of its other client accounts. The Board further noted that it had considered the investment by BlackRocks funds in ETFs without any offset against the management fees payable by
the funds to BlackRock.
In connection with its consideration of the Agreement, the Board also received information regarding BlackRocks brokerage
and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.
The Board noted the competitive nature of the open-end fund marketplace, and that shareholders are able to redeem their Fund shares if they believe that a Funds fees and expenses are too high or if they are
dissatisfied with the performance of the Fund.
Conclusion
The Board, including all the Independent Board Members, approved the continuation of the Agreement between the Manager and the Trust on
behalf of each Fund for a one-year term ending June 30, 2013. Based upon its evaluation of all of the aforementioned factors in their totality, the Board, including the Independent Board
Members, was satisfied that the terms of the Agreement were fair and reasonable and in the best interest of each Fund and its shareholders. In arriving at its decision to approve the 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 Board Members may have attributed different weights to the various factors considered. The Independent Board Members were also assisted by the advice of
independent legal counsel in making this determination. The contractual fee arrangements for each Fund reflect the results of several years of review by the Board Members and predecessor Board Members, and discussions between such Board Members (and
predecessor Board Members) and BlackRock. As a result, the Board Members conclusions may be based in part on their consideration of these arrangements in prior years.
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BLACKROCK FUNDS II
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OCTOBER 31, 2012
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71
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