N-CSRS 1 d590927dncsrs.htm N-CSRS N-CSRS
Table of Contents

As filed with the Securities and Exchange Commission on September 4, 2018

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-04556

 

 

TRANSAMERICA FUNDS

(Exact Name of Registrant as Specified in Charter)

 

 

1801 California St., Suite 5200,

Denver, CO 80202

(Address of Principal Executive Offices) (Zip Code)

 

 

Registrant’s Telephone Number, including Area Code: (720) 493-4256

Tané T. Tyler, Esq.,

1801 California St., Suite 5200,

Denver, CO 80202

(Name and Address of Agent for Service)

Date of fiscal year end: December 31

Date of reporting period: January 1, 2018 – June 30, 2018

 

 

 


Table of Contents
Item 1:

Report(s) to Shareholders.

The Semi-Annual Report is attached.


Table of Contents

TRANSAMERICA FUNDS

 

SEMI-ANNUAL REPORT

 

 

JUNE 30, 2018

 

 

 

LOGO

Customer Service: 1-888-233-4339

1801 California St., Suite 5200 Denver, CO 80202

Distributor: Transamerica Capital, Inc.

www.transamerica.com

LOGO


Table of Contents

Table of Contents

 

 

 

 

Shareholder Letter

     1  

Disclosure of Expenses

     2  

Statement of Assets and Liabilities

     3  

Statement of Operations

     3  

Statement of Changes in Net Assets

     4  

Financial Highlights

     5  

Notes to Financial Statements

     6  

Approval of Management Agreement

     11  

S&P 500 Index Master Portfolio Semi-Annual Report

     Appendix A  

Proxy Voting Policies and Procedures and Quarterly Portfolio Holdings

     Appendix B  

Notice of Privacy Policy

     Appendix C  

 

 

Authorized for distribution only when accompanied or preceded by a prospectus. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing.

 

 

Transamerica Funds   Semi-Annual Report 2018


Table of Contents

Dear Shareholder,

On behalf of Transamerica Funds, we would like to thank you for your continued support and confidence in our products as we look forward to continuing to serve you and your financial adviser in the future. We value the trust you have placed in us.

This semi-annual report is provided to you to show the investments and performance of your Fund(s) during the reporting period. The Securities and Exchange Commission requires that annual and semi-annual reports be sent to all shareholders, and we believe it to be an important part of the investment process. This report provides detailed information about your Fund(s) for the six-month period ended June 30, 2018.

We believe it is important to understand market conditions over the six-month period ended June 30, 2018 to provide a context for reading this report. Following a strong first month of 2018, volatility quickly returned to the equity markets as concerns emerged focusing on inflation, interest rates and global trade. Expectations of continued benign inflation were tested when wage growth for the January employment report came in higher than anticipated, and this resulted in longer term interest rates rising as well. This sent stocks into correction mode as the S&P 500® and Dow Jones Industrial Average both declined by more than 10% during the last week of January and first week of February.

In the weeks that followed, international trade took center stage as concerns of potential U.S. imposed tariffs created more volatility in the markets and stocks reached new lows for the year in late March. Initially aimed at China’s aluminum and steel exports, the prospect of more widely-spread tariffs grew throughout the spring and into the early summer, expanding to broader categories of goods and more regions, including Canada, Mexico and the Eurozone. As the tariffs on China approached actual implementation, the market reaction was more muted and stocks had appreciated from their previous lower levels.

U.S. equities benefitted from an improving environment for corporate profits as first quarter operating earnings growth for the S&P 500® reached their highest annualized rate in eight years. As full year 2018 estimates for earnings growth were upgraded following these strong reports, macroeconomic news was also favorable as the unemployment rate reached its lowest level in almost two decades. While these encouraging fundamentals allowed the S&P 500® to post a gain for the period, the index still finished below its January high watermark.

Following their strong performance in 2017, international developed and emerging markets experienced declines during the period as concerns of international trade and declining rates of economic growth in Europe and Japan for the first quarter were viewed with caution by investors. Emerging market currencies also depreciated, which pressured the equities of those regions as well.

Both short and long term interest rates rose during the period as strong employment trends and expectations of higher inflation provided a backdrop for the U.S. Federal Reserve to increase the Fed Funds Rate twice, both times by 0.25%, in the months of March and June. The 10-year Treasury yield rose considerably during the early months of the year and by the middle of May had reached 3.11%, more than 0.60% higher than where it started the year, before backing off to 2.85% to close the period. Despite this increase, the yield curve between 2-year and 10-year bonds continued to flatten and closed out the period at just 0.33%, its tightest gap in more than ten years. This fueled some debate as to whether this narrow range is a predictor of slowing economic growth or the result of suppressed long term rates in other regions of the world. The London Interbank Offering Rate (“LIBOR”) also increased from 1.69% to 2.34% during the period.

For the six-month period ended June 30, 2018, the S&P 500® returned 2.65%, while the MSCI EAFE Index, representing international developed market equities, returned -2.37%. During the same period, the Bloomberg Barclays U.S. Aggregate Bond Index returned -1.62%. Please keep in mind that it is important to maintain a diversified portfolio as investment returns have historically been difficult to predict.

In addition to your active involvement in the investment process, we firmly believe that a financial professional is a key resource to help you build a complete picture of your current and future financial needs. Financial professionals are familiar with the market’s history, including long-term returns and volatility of various asset classes. With your professional, you can develop an investment program that incorporates factors such as your goals, your investment timeline and your risk tolerance.

Please contact your financial professional if you have any questions about the contents of this report, and thanks again for the confidence you have placed in us.

Sincerely,

 

LOGO

 

Marijn Smit

President & Chief Executive Officer

Transamerica Funds

  

LOGO

 

Tom Wald, CFA

Chief Investment Officer

Transamerica Funds

S&P 500®: a market-capitalization weighted index of 500 large U.S. companies with common stock listed on the NYSE or NASDAQ.

Dow Jones Industrial Average: a market that shows how 30 large, publicly owned companies based in the U.S. have traded during a standard trading session in the stock market.

MSCI EAFE Index: a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada.

Bloomberg Barclays US Aggregate Bond Index: measures investment grade, U.S. dollar denominated, fixed-rate taxable bonds, including Treasuries, government-related and corporate securities, as well as both mortgage- and asset-backed securities.

The views expressed in this report reflect those of the portfolio managers only and may not necessarily represent the views of Transamerica Funds. These views are as of the date of this report and are subject to change based upon market conditions. These views should not be relied upon as investment advice and are not indicative of trading intent on behalf of Transamerica Funds. Investing involves risk, including potential loss of principal. The performance data presented represents past performance, future results may vary. Indexes are unmanaged and an investor cannot invest directly in an index.


Table of Contents

Transamerica Stock Index

 

 

DISCLOSURE OF EXPENSES

(unaudited)

 

SHAREHOLDER EXPENSES

As a shareholder in the Fund, you will bear the ongoing costs (such as the investment advisory fees and other expenses) of managing the corresponding S&P 500 Index Master Portfolio (“Master Portfolio”), in which the Fund invests. You will also bear the cost of operating the Fund (such as management fees, distribution fees, and other expenses).

The following example is intended to help you understand your ongoing costs (in dollars and cents) of investing in the Fund and to compare these costs with the ongoing costs of investing in other funds.

The example is based on an investment of $1,000 invested at January 1, 2018, and held for the entire six-month period until June 30, 2018.

ACTUAL EXPENSES

The information in the table below provides information about actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = $8.60), then multiply the result by the number in the appropriate column for your share class titled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. If your account is an IRA, your expenses may have included a $15 annual fee. The amount of any fee paid during the six-month period can decrease your ending account value.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The information in the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and assumed rates of return of 5% per year before expenses, which are not the Fund’s actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund versus other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. As in the case of the actual expense example, if your account is subject to an IRA fee, the amount of the fee paid through your account would increase the hypothetical expenses you would have paid during the period and decrease the hypothetical ending account value.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges and brokerage commissions paid on purchases and sales of Fund shares. Therefore, the information under the heading “Hypothetical Expenses” is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. If any of these transaction costs were included, your costs would be higher. The expenses shown in the table do not reflect any fees that may be charged to you by brokers, financial intermediaries, or other financial institutions.

Expense ratios may vary period to period because of various factors, such as an increase in expenses that are not covered by the management fees, including expenses and fees of the trustees and their counsel, extraordinary expenses and interest expense.

 

         

Actual Expenses

   

Hypothetical Expenses (A)

       
Class   Beginning
Account Value
    Ending
Account Value
June 30, 2018
    Expenses Paid
During Period (B)
January  1, 2018 -
June 30, 2018
    Ending
Account Value
June 30, 2018
    Expenses Paid
During Period (B)
January  1, 2018 -
June 30, 2018
    Annualized
Expense Ratio (C)
 

Class R

  $   1,000.00     $   1,024.00     $   3.01     $   1,021.80     $   3.01       0.60

Class R4

    1,000.00       1,025.30       1.51       1,023.30       1.51       0.30  

 

(A)    5% return per year before expenses.
(B)    Expenses are calculated using the Fund’s annualized expense ratios (as disclosed in the table), multiplied by the average account value for the period, multiplied by the number of days in the period (181 days), and divided by the number of days in the year (365 days).
(C)    Ratio reflects the expenses of both the Fund and the Master Portfolio.

 

 

Transamerica Funds   Semi-Annual Report 2018

Page    2


Table of Contents

Transamerica Stock Index

 

 

 

STATEMENT OF ASSETS AND LIABILITIES

At June 30, 2018

(unaudited)

 

Assets:

 

Investment in Master Portfolio, at value

  $ 658,537,964  

Receivables and other assets:

 

Shares of beneficial interest sold

    185,774  

Due from Master Portfolio

    827,960  

Due from investment manager

    18,619  

Prepaid expenses

    2,064  
 

 

 

 

Total assets

    659,572,381  
 

 

 

 

Liabilities:

 

Payables and other liabilities:

 

Shares of beneficial interest redeemed

    1,013,734  

Investment management fees

    16,539  

Distribution fees

    189,016  

Transfer agent fees

    5,666  

Trustees, CCO and deferred compensation fees

    2,515  

Audit and tax fees

    19,187  

Custody and accounting fees

    917  

Legal fees

    9,559  

Printing and shareholder reports fees

    375  

Registration fees

    5,825  

Other

    5,967  
 

 

 

 

Total liabilities

    1,269,300  
 

 

 

 

Net assets

  $   658,303,081  
 

 

 

 

Net assets consist of:

 

Paid-in capital

  $ 87,527,078  

Undistributed (distributions in excess of) net investment income (loss)

    8,005  

Accumulated net realized gain (loss) allocated from Master Portfolio

    2,064,993  

Net unrealized appreciation (depreciation) allocated from Master Portfolio

    568,703,005  
 

 

 

 

Net assets

  $ 658,303,081  
 

 

 

 

Net assets by class:

 

Class R

  $ 243,205,949  

Class R4

    415,097,132  

Shares outstanding:

 

Class R

    21,267,590  

Class R4

    36,265,815  

Net asset value per share:

 

Class R

  $ 11.44  

Class R4

    11.45  

STATEMENT OF OPERATIONS

For the period ended June 30, 2018

(unaudited)

 

Net investment income (loss) allocated from Master Portfolio:

 

Dividend income

  $ 6,485,337  

Interest income

    96,860  

Net income (loss) from securities lending

    5,069  

Withholding taxes on foreign income

    (21,969

Expenses (net of waiver and/or reimbursement)

    (132,541
 

 

 

 

Total investment income (loss)

    6,432,756  
 

 

 

 

Expenses:

 

Investment management fees

    102,843  

Distribution and service fees:

 

Class R

    629,861  

Class R4

    542,092  

Transfer agent fees

 

Class R

    3,929  

Class R4

    16,263  

Trustees, CCO and deferred compensation fees

    9,112  

Audit and tax fees

    15,024  

Custody fees

    6,053  

Legal fees

    21,826  

Printing and shareholder reports fees

    21,942  

Registration fees

    28,148  

Other

    9,233  
 

 

 

 

Total expenses before waiver and/or reimbursement and recapture

    1,406,326  
 

 

 

 

Expenses waived and/or reimbursed:

 

Class R4

    (127,006
 

 

 

 

Net expenses

    1,279,320  
 

 

 

 

Net investment income (loss)

    5,153,436  
 

 

 

 

Net realized and change in unrealized gain (loss) on investments allocated from Master Portfolio:

 

Net realized gain (loss)

    2,064,993  

Net change in unrealized appreciation (depreciation)

    11,274,917  
 

 

 

 
Net realized and change in unrealized gain (loss)     13,339,910  
 

 

 

 

Net increase (decrease) in net assets resulting from operations

  $   18,493,346  
 

 

 

 
 

 

The Notes to Financial Statements are an integral part of this report.

Transamerica Funds   Semi-Annual Report 2018

Page    3


Table of Contents

Transamerica Stock Index

 

 

 

STATEMENT OF CHANGES IN NET ASSETS

For the period and year ended:    

 

    June 30, 2018
(unaudited)
    December 31, 2017 (A) (B)  

From operations allocated from Master Portfolio:

   

Net investment income (loss)

  $ 5,153,436     $ 11,607,628  

Net realized gain (loss)

    2,064,993       14,001,967  

Net change in unrealized appreciation (depreciation)

    11,274,917       117,877,019  
 

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

    18,493,346       143,486,614  
 

 

 

   

 

 

 

Dividends and/or distributions to shareholders:

   

Net investment income:

   

Class R

    (1,723,526     (3,648,044

Class R4

    (3,421,905     (11,146,564
 

 

 

   

 

 

 

Total dividends and/or distributions from net investment income

    (5,145,431     (14,794,608
 

 

 

   

 

 

 

Net realized gains:

   

Class R

          (2,298,712

Class R4

          (7,107,648
 

 

 

   

 

 

 

Total dividends and/or distributions from net realized gains

          (9,406,360
 

 

 

   

 

 

 

Total dividends and/or distributions to shareholders

    (5,145,431     (24,200,968
 

 

 

   

 

 

 

Capital share transactions:

   

Proceeds from shares sold:

   

Class R

    9,159,397       9,192,735  

Class R4

    16,871,215       44,536,011  
 

 

 

   

 

 

 
    26,030,612       53,728,746  
 

 

 

   

 

 

 

Issued from fund acquisition:

   

Class R

          283,331,550  
 

 

 

   

 

 

 
          283,331,550  
 

 

 

   

 

 

 

Dividends and/or distributions reinvested:

   

Class R

    1,723,526       5,946,756  

Class R4

    3,304,174       17,941,034  
 

 

 

   

 

 

 
    5,027,700       23,887,790  
 

 

 

   

 

 

 

Cost of shares redeemed:

   

Class R

    (34,113,297     (69,867,254

Class R4

    (126,674,590       (196,770,720
 

 

 

   

 

 

 
    (160,787,887     (266,637,974
 

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from capital share transactions

      (129,729,575     94,310,112  
 

 

 

   

 

 

 

Net increase (decrease) in net assets

    (116,381,660     213,595,758  
 

 

 

   

 

 

 

Net assets:

   

Beginning of period/year

    774,684,741       561,088,983  
 

 

 

   

 

 

 

End of period/year

  $    658,303,081     $ 774,684,741  
 

 

 

   

 

 

 

Undistributed (distributions in excess of) net investment income (loss)

  $ 8,005     $  
 

 

 

   

 

 

 

Capital share transactions - shares:

   

Shares issued:

   

Class R

    798,903       847,775  

Class R4

    1,463,308       4,279,576  
 

 

 

   

 

 

 
    2,262,211       5,127,351  
 

 

 

   

 

 

 

Shares issued on fund acquisition:

   

Class R

          28,333,155  
 

 

 

   

 

 

 
          28,333,155  
 

 

 

   

 

 

 

Shares reinvested:

   

Class R

    152,423       537,040  

Class R4

    291,901       1,680,712  
 

 

 

   

 

 

 
    444,324       2,217,752  
 

 

 

   

 

 

 

Shares redeemed:

   

Class R

    (2,973,838     (6,427,868

Class R4

    (11,022,422     (18,929,834
 

 

 

   

 

 

 
    (13,996,260     (25,357,702
 

 

 

   

 

 

 

Net increase (decrease) in shares outstanding:

   

Class R

    (2,022,512     23,290,102  

Class R4

    (9,267,213     (12,969,546
 

 

 

   

 

 

 
    (11,289,725     10,320,556  
 

 

 

   

 

 

 

 

(A)    Transamerica Partners Institutional Stock Index reorganized into the Fund on April 21, 2017. Prior to April 21, 2017, information provided reflects Transamerica Partners Institutional Stock Index, which was the accounting and performance survivor of the reorganization. Please reference the Reorganization section of the Notes to the Financial Statements for additional information.
(B)    Effective April 21, 2017, the Fund underwent a 1.56-for-1 share split. The Capital Shares transactions – shares have been retroactively adjusted to reflect the share split. See the Stock Split section of the Notes to Financial Statements for more information.

 

The Notes to Financial Statements are an integral part of this report.

Transamerica Funds   Semi-Annual Report 2018

Page    4


Table of Contents

Transamerica Stock Index

 

 

 

FINANCIAL HIGHLIGHTS

For a share outstanding during the periods indicated:

 

    Class R  
    June 30, 2018
(unaudited)
    December 31,
2017 (A)
 

Net asset value, beginning of period

  $ 11.25     $ 10.00  
 

 

 

   

 

 

 

Investment operations: (B)

   

Net investment income (loss) (C)

    0.07       0.10  

Net realized and unrealized gain (loss)

    0.20       1.38  
 

 

 

   

 

 

 

Total investment operations

    0.27       1.48  
 

 

 

   

 

 

 

Dividends and/or distributions to shareholders:

   

Net investment income

    (0.08     (0.14

Net realized gains

          (0.09
 

 

 

   

 

 

 

Total dividends and/or distributions to shareholders

    (0.08     (0.23
 

 

 

   

 

 

 

Net asset value, end of period

  $ 11.44     $ 11.25  
 

 

 

   

 

 

 

Total return (D)

    2.40 %(E)      14.93 %(E) 
 

 

 

   

 

 

 

Ratio and supplemental data:

   

Net assets end of period (000’s)

  $   243,206     $   262,047  

Expenses to average net assets (B)

   

Excluding waiver and/or reimbursement and recapture

    0.61 %(F)      0.61 %(F) 

Including waiver and/or reimbursement and recapture (G)

    0.60 %(F)      0.60 %(F) 

Net investment income (loss) to average net assets (B)

    1.31 %(F)      1.37 %(F) 

Portfolio turnover rate of Master Portfolio

    1 %(E)      11

 

(A)    Commenced operations on April 21, 2017.
(B)    The per share amounts and percentages include the Fund’s proportionate share of income and expenses of the Master Portfolio.
(C)    Calculated based on average number of shares outstanding.
(D)    Total return reflects Fund expenses and includes reinvestment of dividends and capital gains.
(E)    Not annualized.
(F)    Annualized.
(G)    Includes allocated portion reimbursement and/or waivers of fees at the underlying Master Portfolio level.

For a share outstanding during the period and years indicated:

 

    Class R4  
    June 30, 2018
(unaudited)
    December 31,
2017 (A) (B)
    December 31,
2016
    December 31,
2015
    December 31,
2014
    December 31,
2013
 

Net asset value, beginning of period/year

  $ 11.26     $ 9.58     $ 8.75     $ 8.81     $ 7.91     $ 6.10  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investment operations: (C)

           

Net investment income (loss) (D)

    0.09       0.20       0.17 (E)       0.15       0.14       0.13  

Net realized and unrealized gain (loss)

    0.19       1.85       0.85       (0.06     0.91       1.81  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment operations

    0.28       2.05       1.02       0.09       1.05       1.94  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and/or distributions to shareholders:

           

Net investment income

    (0.09     (0.23     (0.19     (0.15     (0.15     (0.13

Net realized gains

          (0.14                        
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and/or distributions to shareholders

    (0.09     (0.37     (0.19     (0.15     (0.15     (0.13
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period/year

  $ 11.45     $ 11.26     $ 9.58     $ 8.75     $ 8.81     $ 7.91  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return (F)

    2.53 %(G)      21.48     11.66     1.08     13.33     32.06
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratio and supplemental data:

           

Net assets end of period/year (000’s)

  $   415,097     $   512,638     $   561,089     $   707,281     $   888,044     $   1,011,521  

Expenses to average net assets (C)

           

Excluding waiver and/or reimbursement and recapture

    0.36 %(H)      0.38     0.42     0.42     0.38     0.38

Including waiver and/or reimbursement and recapture (I)

    0.30 %(H)      0.30     0.29 %(E)(J)      0.30     0.30     0.30

Net investment income (loss) to average net assets (C)

    1.62 %(H)      1.67     1.86 %(E)      1.73     1.72     1.80

Portfolio turnover rate of Master Portfolio

    1 %(G)      11     4     2     3     2

 

(A)    Transamerica Partners Institutional Stock Index reorganized into the Fund on April 21, 2017. Prior to April 21, 2017, information provided reflects Transamerica Partners Institutional Stock Index, which was the accounting and performance survivor of the reorganization. Please reference the Reorganization section of the Notes to the Financial Statements for additional information.
(B)    Effective April 21, 2017, the Fund underwent a 1.56-for-1 share split. The per share data has been retroactively adjusted to reflect the share split. See the Stock Split section of the Notes to Financial Statements for more information.
(C)    The per share amounts and percentages include the Fund’s proportionate share of income and expenses of the Master Portfolio.
(D)    Calculated based on average number of shares outstanding.
(E)    Please reference the Custody Out-of-Pocket Expense section of the Notes to Financial Statements for more information regarding the reimbursement of custody fees. The amount of the reimbursement on a per share basis was immaterial to the class. The Expenses to average net assets including waiver and/or reimbursement and recapture ratio, and Net investment income (loss) to average net assets ratio would have been 0.00% higher and 0.00% lower, respectively, had the custodian not reimbursed the Fund.
(F)    Total return reflects Fund expenses and includes reinvestment of dividends and capital gains.
(G)    Not annualized.
(H)    Annualized.
(I)    Includes allocated portion reimbursement and/or waivers of fees at the underlying Master Portfolio level.
(J)    Includes reorganization expenses incurred outside the Fund’s operating expense limit. Please reference the Reorganization section of the Notes to Financial Statements for more information regarding the reorganization.

 

The Notes to Financial Statements are an integral part of this report.

Transamerica Funds   Semi-Annual Report 2018

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Table of Contents

Transamerica Stock Index

 

 

 

NOTES TO FINANCIAL STATEMENTS

At June 30, 2018

(unaudited)

1. ORGANIZATION

 

Transamerica Funds (the “Trust”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust applies investment company accounting and reporting guidance. Transamerica Stock Index (the “Fund”) is a series of the Trust and invests all of its investable assets in the S&P 500 Index Master Portfolio (the “Master Portfolio”).

The financial statements of the Master Portfolio are included within this report and should be read in conjunction with the Fund’s financial statements.

This report must be accompanied or preceded by the Fund’s current prospectus, which contains additional information about the Fund, including risks, as well as investment objectives and strategies.

Transamerica Asset Management, Inc. (“TAM”) serves as investment manager for the Fund pursuant to an investment management agreement. TAM provides continuous and regular investment management services to the Fund. TAM supervises the Fund’s investments, conducts its investment program and provides supervisory, compliance and administrative services to the Fund.

TAM is responsible for all aspects of the day-to-day management of the Fund. TAM may in the future retain one or more sub-advisers to assist in the management of the Fund.

TAM’s investment management services also include the provision of supervisory and administrative services to the Fund. These services include performing certain administrative services for the Fund and supervising and overseeing the administrative, clerical, recordkeeping and bookkeeping services provided to the Fund by State Street Bank and Trust Company (“State Street”), to whom TAM has outsourced the provision of certain services as described below: to the extent agreed upon by TAM and the Fund from time to time, monitoring and verifying the custodian’s daily calculation of the Net Asset Values (“NAV”); shareholder relations functions; compliance services; valuation services; assisting in due diligence and in the oversight and monitoring of certain activities of sub-advisers and certain aspects of Fund investments; assisting with Fund combinations and liquidations; oversight of the preparation and filing, and review, of all returns and reports, in connection with federal, state and local taxes; oversight and review of regulatory reporting; supervising and coordinating the Fund’s custodian and dividend disbursing agent and monitoring their services to the Fund; assisting the Fund in preparing reports to shareholders; acting as liaison with the Fund’s independent public accountants and providing, upon request, analyses, fiscal year summaries and other audit related services; assisting in the preparation of agendas and supporting documents for and minutes of meetings of trustees and committees of trustees; assisting in the preparation of regular communications with the trustees; and providing personnel and office space, telephones and other office equipment as necessary in order for TAM to perform supervisory and administrative services to the Fund.

2. SIGNIFICANT ACCOUNTING POLICIES

In preparing the Fund’s financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), estimates or assumptions (which could differ from actual results) may be used that affect reported amounts and disclosures. The following is a summary of significant accounting policies followed by the Fund.

Investment valuation: The value of the Fund’s investment in the Master Portfolio, reflected within the Statement of Assets and Liabilities, displays the Fund’s proportional interest in the net assets of the Master Portfolio.

The valuation policy for the underlying securities held by the Master Portfolio is discussed in the Master Portfolio’s Notes to Financial Statements, which accompany this report.

Security transactions and investment income: The Fund is allocated its proportional share of income and expenses on a daily basis from its investment in the Master Portfolio. All of the net investment income, as well as the realized and unrealized gains and losses from the security transactions of the Master Portfolio are allocated pro rata among the investors and recorded by the Fund on a daily basis.

Operating expenses: The Trust accounts separately for the assets, liabilities, and operations of the Fund. Expenses attributable to the Fund are charged to the Fund.

Multiple class operations, income, and expenses: Income, non-class specific expenses, and realized and unrealized gains and losses are allocated to each class daily based upon net assets. Each class bears its own specific expenses in addition to the allocated non-class specific expenses.

 

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Transamerica Stock Index

 

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

At June 30, 2018

(unaudited)

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Distributions to shareholders: Distributions are recorded on the ex-dividend date and are determined in accordance with federal income tax regulations, which may differ from GAAP.

Indemnification: In the normal course of business, the Fund enters into contracts that contain a variety of representations that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.

3. BORROWINGS AND OTHER FINANCING TRANSACTIONS

Interfund lending: The Fund, along with other funds and portfolios advised by TAM, may participate in an interfund lending program pursuant to exemptive relief granted by the Securities and Exchange Commission on January 18, 2017. This program allows the Fund to lend to and borrow from other funds and portfolios advised by TAM. Interfund lending transactions are subject to the conditions of the exemptive relief which place limits on the amount of lending or borrowing the Fund may participate in under the program. Interest earned or paid on an interfund lending transaction will be based on the average of certain current market rates. As of June 30, 2018, the Fund has not utilized the program.

4. FEES AND OTHER AFFILIATED TRANSACTIONS

TAM, the Fund’s investment manager, is directly owned by Transamerica Premier Life Insurance Company (“TPLIC”) and AUSA Holding Company (“AUSA”), both of which are indirect, wholly owned subsidiaries of Aegon NV. TPLIC is owned by Commonwealth General Corporation (“Commonwealth”) and Aegon USA, LLC (“Aegon USA”). Commonwealth and AUSA are wholly owned by Aegon USA. Aegon USA is wholly owned by Aegon US Holding Corporation, which is wholly owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is wholly owned by The Aegon Trust, which is wholly owned by Aegon International B.V., which is wholly owned by Aegon NV, a Netherlands corporation, and a publicly traded international insurance group.

Transamerica Fund Services, Inc. (“TFS”) is the Fund’s transfer agent. Transamerica Capital, Inc. (“TCI”) is the Fund’s distributor/principal underwriter. TAM, TFS, and TCI are affiliates of Aegon NV.

Certain officers and trustees of the Fund are also officers and/or trustees of TAM, TFS, and TCI. No interested trustee, who is deemed an interested person due to current or former service with TAM or an affiliate of TAM, receives compensation from the Fund.

As of June 30, 2018, the percentage of the Fund’s interest in the Master Portfolio, including any open receivable or payable, is 4.13%.

As of June 30, 2018, the investment manager and/or other affiliated investment accounts held balances of the fund as follows:

 

Account Balance       Percentage of Net Assets
$  639,083,475     97.08%

Investment management fees: The Fund pays a contractual management fee to TAM at an annual rate of 0.07% on daily Average Net Assets (“ANA”).

The Fund is allocated investment advisory fees based on the interest owned in the corresponding Master Portfolio. The advisory fees are accrued daily on ANA and payable monthly at an annual rate set forth in the Master Portfolio’s Notes to Financial Statements, which accompany this report. The investment advisory fees allocated from the Master Portfolio are included within the Statement of Operations within Net investment income (loss) allocated from Master Portfolio, in Expenses (net of waiver and/or reimbursement). Additionally, TAM serves as the Fund’s investment manager, performing administration as well as investment advisory services. TAM renders investment advisory, supervisory, and administration services under an investment management agreement and the Fund pays a single management fee, which is reflected in Investment management fees within the Statement of Operations.

TAM has voluntarily agreed to waive a portion of the Fund’s management fee in an amount equal to the investment advisory fees allocated to the Fund by the Master Portfolio. As a result of the waiver, the Fund pays a management fee to TAM based on daily ANA at the following rates:

 

Class    Rate  

Class R

     0.03

Class R4

     0.03  

 

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Transamerica Stock Index

 

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

At June 30, 2018

(unaudited)

4. FEES AND OTHER AFFILIATED TRANSACTIONS (continued)

 

TAM has contractually agreed to waive fees and/or reimburse Fund expenses to the extent that the total operating expenses excluding, as applicable, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses, reorganization expenses and other expenses not incurred in the ordinary course of the Fund’s business, exceed the following stated annual operating expense limits to the Fund’s daily ANA. The expenses waived and/or reimbursed, if any, are included in Expenses waived and/or reimbursed within the Statement of Operations.

 

Class    Operating
Expense Limit
    

Operating
Expense Limit

Effective Through

Class R

     0.65    May 1, 2019

Class R4

     0.30      May 1, 2019

Effective April 21, 2017, TAM is entitled to recapture expenses accrued by the Fund for fees waived and/or reimbursed during any of the previous thirty-six months if on any day or month the estimated annualized Fund operating expenses are less than the stated annual operating expense limit or any other lower limit then in effect. Amounts recaptured, if any, by TAM for the period ended June 30, 2018, are disclosed in Recapture of previously waived and/or reimbursed fees within the Statement of Operations.

As of June 30, 2018, the balances available for recapture by TAM for the Fund are as follows:

 

     Amounts Available         
Class    2017      2018      Total  

Class R (A)

   $      $      $  

Class R4 (B)

       216,119          127,006          343,125  

 

(A)   Class R commenced operations on April 21, 2017.
(B)   Class R4 was not subject to recapture prior to April 21, 2017. Please reference the Reorganization section of the Notes to Financial Statements for more information.

Distribution and service fees: The Trust has a distribution plan (“Distribution Plan”) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Distribution Plan, the Trust entered into a distribution agreement with TCI as the Fund’s distributor.

The Distribution Plan requires the Fund to pay distribution fees to TCI as compensation for various distribution activities, not as reimbursement for specific expenses. Under the Distribution Plan and distribution agreement, TCI, on behalf of the Fund, is authorized to pay various service providers, as direct payment for expenses incurred in connection with distribution of the Fund’s shares. The distribution and service fees are included in Distribution and service fees within the Statement of Operations.

The Fund is authorized under the Distribution Plan to pay fees to TCI based on daily ANA of each class up to the following annual rates:

 

Class    Rate  

Class R

     0.50

Class R4

     0.25  

Transfer agent fees: Pursuant to a transfer agency agreement, as amended, the Fund pays TFS a fee for providing services based on the number of classes, accounts and transactions relating to the Fund. The Transfer agent fees included within the Statement of Assets and Liabilities and Statement of Operations represent fees paid to TFS, and other unaffiliated parties providing transfer agent related services.

For the period ended June 30, 2018, transfer agent fees paid and the amounts due to TFS are as follows:

 

Fees Paid to TFS       Fees Due to TFS
$  16,309     $  2,610

 

Transamerica Funds   Semi-Annual Report 2018

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Transamerica Stock Index

 

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

At June 30, 2018

(unaudited)

4. FEES AND OTHER AFFILIATED TRANSACTIONS (continued)

 

Deferred compensation plan: Under a non-qualified deferred compensation plan effective January 1, 1996, (as amended and restated January 1, 2010), available to the trustees, compensation may be deferred that would otherwise be payable by the Trust to an independent trustee on a current basis for services rendered as trustee. Deferred compensation amounts will accumulate based on the value of the investment option, as elected by the trustee. Balances pursuant to deferred compensation plan are recorded in Trustees, Chief Compliance Officer (“CCO”) and deferred compensation fees within the Statement of Assets and Liabilities. For the period ended June 30, 2018, amounts included in Trustees, CCO and deferred compensation fees within the Statement of Operations reflect total compensation paid to the independent Board members.

5. FEDERAL INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

The Fund has not made any provision for federal income or excise taxes due to its policy to distribute all of its taxable income and capital gains to its shareholders and otherwise qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. The Fund recognizes the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. The Fund’s tax returns remain subject to examination by the Internal Revenue Service and state tax authorities three years from the date of filing for federal purposes and four years from the date of filing for state purposes. Management has evaluated the Fund’s tax provisions taken for all open tax years, and has concluded that no provision for income tax is required in the Fund’s financial statements. If applicable, the Fund recognizes interest accrued related to unrecognized tax benefits in relation to interest and penalties expense in Other within the Statement of Operations. The Fund identifies its major tax jurisdictions as U.S. Federal, the state of Colorado, and foreign jurisdictions where the Fund makes significant investments; however, the Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

As of June 30, 2018, the approximate cost for U.S. federal income tax purposes, and the aggregate gross/net unrealized appreciation (depreciation) in the value of investments (including securities sold short and derivatives, if any) were as follows:

 

Cost   Gross
Appreciation
  Gross
(Depreciation)
  Net Appreciation
(Depreciation)

$  89,834,959

  $  568,703,005   $  —   $  568,703,005

6. STOCK SPLIT

Effective as of the close of business on the date listed in the subsequent table, the Fund’s Class R4 underwent a stock split. There was no impact to the aggregate market value of shares outstanding. The historical capital share activity presented within the Statement of Changes in Net Assets and the per share data presented within the Financial Highlights have been retroactively adjusted to reflect the stock split. The stock split ratios, net effect on the NAV per share, and the number of shares outstanding as of the date indicated were as follows:

 

Reorganization Date    Share
Split Ratio
   Shares Prior to Stock
Split
   Shares After Stock
Split
   Increase
(Decrease) Net
Asset Value per
Share
   Increase
(Decrease) Net
Shares
Outstanding
April 21, 2017    1.56-for-1    35,752,851    55,759,431    Decrease    Increase

7. REORGANIZATION

Following the close of business on April 21, 2017 (the “Reorganization Date”), the Target Funds reorganized into Transamerica Stock Index, a newly organized series within the Trust (“Destination Fund”). The reorganizations were as follows:

 

Target Fund   Destination Fund/Share Class
  Transamerica Stock Index:

Transamerica Partners Stock Index

  Class R

Transamerica Partners Institutional Stock Index (A)

  Class R4

 

(A)   Accounting and performance survivor of the reorganizations. Where a Target Fund was the accounting and performance survivor for financial reporting purposes, the accounting and performance survivor’s financial and performance history prior to the reorganization became the financial and performance history of the Destination Fund and is reflected in the Destination Fund’s financial statements and financial highlights.

 

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Transamerica Stock Index

 

 

 

NOTES TO FINANCIAL STATEMENTS (continued)

At June 30, 2018

(unaudited)

7. REORGANIZATION (continued)

 

Pursuant to Agreements and Plans of Reorganization, each Target Fund transferred all of its property and assets to the corresponding Destination Fund. The purpose of the transactions was to achieve a more cohesive, focused, and streamlined fund complex. In exchange, the applicable Destination Fund assumed all of the liabilities of the applicable Target Fund and issued shares to that Target Fund as described below. The reorganizations were tax-free for Federal income tax purposes. For financial statement purposes, assets received and shares issued of the Destination Fund was recorded at fair value; however, the cost basis of the investments received from the Target Funds was carried forward to align ongoing reporting of the Destination Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Shares issued to Target Fund shareholders from the Destination Fund, along with the exchange ratio of the reorganization for the Destination Fund, were as follows (shares of those Destination Funds that were not the accounting and performance survivor of the applicable reorganization are also shown):

 

Fund   Fund
Shares
    Destination Fund - Class   Destination
Fund Shares
    Dollar Amount     Exchange
Ratio (A)
 

Transamerica Partners Stock Index

    15,527,225     Transamerica Stock Index –
Class R
    28,333,155     $   283,331,550       0.82  

Transamerica Partners Institutional Stock
Index (B)

    55,759,431     Transamerica Stock Index –
Class R4
    55,759,431       557,592,549       1.00  

 

(A)   Calculated by dividing the Destination Fund shares issuable by the Fund shares outstanding on the Reorganization Date.
(B)   Accounting and performance survivor.

The net assets of the Target Funds, including unrealized appreciation (depreciation), were combined with those of the Destination Fund. These amounts were as follows:

 

Target Fund    Target Fund
Unrealized
Appreciation
(Depreciation)
     Target Fund Net
Assets
    

Destination

Fund

     Destination
Fund Net
Assets Prior to
Reorganization
     Net Assets
After
Reorganization
 

Transamerica Partners Stock Index

   $   241,632,573      $   283,331,550       
Transamerica
Stock Index
 
 
   $   —      $   840,924,099  

Transamerica Partners Institutional Stock
Index (A)

     560,650,512        557,592,549           

 

(A)   Accounting and performance survivor.

8. CUSTODY OUT-OF-POCKET EXPENSE

In December 2015, State Street, the Fund’s custodian, identified inconsistencies in the way in which clients were invoiced for categories of expenses, particularly those deemed out-of-pocket costs, during an 18-year period going back to 1998. The issue was the result of inaccurate billing rates that were not subsequently reviewed or adjusted. The amount of the difference in what was charged and what should have been charged, plus interest, was paid back to the Fund in September 2016 as a reimbursement. Please reference the Financial Highlights for additional information in regards to the per share impact.

 

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MANAGEMENT AGREEMENT — CONTRACT RENEWAL

(unaudited)

 

At a meeting of the Board of Trustees of Transamerica Funds (the “Trustees” or the “Board”) held on June 21-22, 2018, the Board considered the renewal of the management agreement (the “Management Agreement”) between Transamerica Asset Management, Inc. (“TAM”) and Transamerica Funds, on behalf of Transamerica Stock Index (the “Fund”). The Fund invests in securities through the S&P 500 Index Master Portfolio, an underlying master fund sponsored by BlackRock Fund Advisors (the “Master Fund”), which has the same investment goals and strategies as the Fund.

Following its review and consideration, the Board determined that the terms of the Management Agreement were reasonable and that the renewal of the Management Agreement was in the best interests of the Fund and its shareholders. The Board, including the independent members of the Board (the “Independent Trustees”), unanimously approved the renewal of the Management Agreement through June 30, 2019.

Prior to reaching their decision, the Trustees requested and received from TAM certain information. They then reviewed such information as they deemed reasonably necessary to evaluate the Management Agreement, including information they had previously received from TAM as part of their regular oversight of the Fund, and knowledge they gained over time through meeting with TAM. Among other materials, the Trustees considered comparative fee, expense and performance information prepared by Broadridge Financial Services, Inc. (“Broadridge”), an independent provider of mutual fund performance information, as well as fee, expense and profitability information prepared by TAM. In their review, the Trustees also sought to identify instances in which the Fund’s performance, fees, total expenses and/or profitability appeared to be outliers within its respective peer group or other comparative metrics, and sought to understand the reasons for such comparative positions.

In their deliberations, the Independent Trustees met privately without representatives of TAM present and were represented throughout the process by their independent legal counsel. In considering the proposed continuation of the Management Agreement, the Trustees evaluated and weighed a number of considerations that they believed to be relevant in light of the legal advice furnished to them by counsel, including independent legal counsel, and made a decision in the exercise of their own business judgment. They based their decisions on the considerations discussed below, among others, although they did not identify any particular consideration or item of information that was controlling of their decisions, and each Trustee may have attributed different weights to the various factors.

Nature, Extent and Quality of the Services Provided

The Board considered the nature, extent and quality of the services provided by TAM to the Fund in the past and the services anticipated to be provided in the future. The Board also considered the investment approach for the Fund; the experience, capability and integrity of TAM’s senior management; the financial resources of TAM; TAM’s management process; TAM’s responsiveness to any questions by the Trustees; and the professional qualifications and compensation program of the portfolio management team.

The Board noted that the investment management and other services provided by TAM include the design, development and ongoing review and evaluation of the Fund and its investment strategy; risk management oversight and analysis; design, development, implementation and ongoing review and evaluation of a process for the valuation of Fund investments; design, development, implementation and ongoing review and evaluation of a compliance program for the Fund; design, development, implementation and ongoing review and evaluation of a process for the voting shares of the Master Fund when voting matters arise; participation in Board meetings and oversight of preparation of materials for the Board, including materials for Board meetings and regular communications with the Board; oversight of preparation of the Fund’s prospectus, statement of additional information, shareholder reports and other disclosure materials and regulatory filings. The Board considered that TAM’s investment management services also include the provision of supervisory and administrative services to the Fund. The Board also noted that TAM, as part of the services it provides to all Transamerica mutual funds, including the Fund, oversees the services provided by the funds’ custodian, transfer agent, independent accountant and legal counsel and supervises the performance of the recordkeeping and shareholder functions of the funds.

Investment Performance

In addition, the Board considered the short- and longer-term performance of the Fund in light of its investment objective, policies and strategies, including relative performance against (i) a peer universe of comparable mutual funds, as prepared by Broadridge, and (ii) the Fund’s benchmark, in each case for various trailing periods ended December 31, 2017. Based on these considerations, the Board determined that TAM can provide investment and related services that are appropriate in scope and extent in light of the Fund’s investment objectives, policies and strategies and operations, the competitive landscape of the investment company business and investor needs. The Trustees noted that the objective of the Fund, as an index fund, is to track, and not necessarily exceed, its benchmark index, and that unlike the Fund, the index is not subject to any expenses or transaction costs. The Board’s conclusions as to the Fund’s performance are summarized below. In describing the Fund’s performance relative to its peer universe, the summary conclusions characterize performance for the relevant periods in relation to whether it was “above,” “below” or “in line with” the peer universe median and do so using quintile rankings prepared by Broadridge. For simplicity, performance is described as “above” median if the Fund’s performance ranked anywhere in the first or second quintiles, as “below” median if it ranked anywhere in the fourth or fifth quintiles, or “in line with” the median if it ranked anywhere in the third quintile (i.e., even if its precise return was somewhat above or somewhat below the precise median return).

 

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MANAGEMENT AGREEMENT — CONTRACT RENEWAL (continued)

(unaudited)

 

When considering the Fund’s performance, which is closely correlated with that of the Master Fund, the Trustees recognized that performance reflects a snapshot of a period as of a specific date, and that consideration of performance data for a different period could generate significantly different performance results. The Trustees also recognized that even longer-term performance can be negatively affected by performance over a short-term period when that short-term performance is significantly below the performance of the comparable benchmark or universe of peer funds.

The Board noted that the performance of Class R4 Shares of the Fund was above the median for its peer universe for the past 3-, 5- and 10-year periods and in line with the median for the past 1-year period. The Board also noted that the performance of Class R4 Shares of the Fund was below its benchmark for the past 1-, 3-, 5- and 10-year periods. The Trustees noted that the Fund had acquired the assets and assumed the liabilities of two Transamerica Partners funds on April 21, 2017. As a result of that transaction, and based on published guidance from the staff of the Securities and Exchange Commission, the Fund had assumed the performance history of the performance survivor, Transamerica Partners Institutional Stock Index, effective as of that date in place of its own historical performance record.

Management Fee and Total Expense Ratio

The Board considered the management fee and total expense ratio of the Fund, including information provided by Broadridge comparing the management fee and total expense ratio of the Fund to the management fees and total expense ratios of comparable investment companies in both a peer group and broader peer universe compiled by Broadridge. The Board’s conclusions as to the Fund’s management fee and total expense ratio are summarized below. In describing the Fund’s management fee and total expense ratio relative to its peer group and peer universe, the summary conclusions characterize management fees and total expense ratios for the relevant periods in relation to whether they were “above,” “below” or “in line with” the peer group or peer universe median and do so using quintile rankings prepared by Broadridge. For simplicity, management fees and total expense ratios are described as “above” median if the Fund’s management fee or total expense ratio ranked anywhere in the fourth or fifth quintiles, as “below” median if it ranked anywhere in the first or second quintiles, or “in line with” the median if it ranked anywhere in the third quintile (i.e., even if its precise management fee or total expense ratio was somewhat above or somewhat below the precise median management fee or total expense ratio).

The Board noted that the Fund’s contractual management fee was below the medians for its peer group and peer universe and that the actual total expenses (i.e., expenses reflecting any waivers and/or reimbursements) of Class R4 Shares of the Fund were below the median for its peer group and in line with the median for its peer universe. The Trustees also considered that TAM has entered into an expense limitation arrangement with the Fund, which may result in TAM waiving fees for the benefit of shareholders.

On the basis of these considerations, together with the other information it considered, the Board determined that the management fee to be received by TAM under the Management Agreement is reasonable in light of the services provided.

Cost of Services Provided and Level of Profitability

The Board reviewed information provided by TAM about the cost of providing fund management services, as well as the costs of the provision of administration, transfer agency and other services, to the Fund and to Transamerica Funds as a whole by TAM and its affiliates. The Board considered the profitability of TAM and its affiliates in providing these services for the Fund and Transamerica Funds as a whole. The Trustees recognized the competitiveness of the mutual fund industry and the importance of an investment adviser’s long-term profitability, including for maintaining management stability and accountability.

The Board also considered the allocation methodology used for calculating the profitability of TAM and its affiliates. The Board noted that the revenue and expense allocation methodology used by TAM to estimate its profitability with respect to its relationship with the Fund had been reviewed previously by an independent consultant. The Trustees considered that TAM had not made material changes to this methodology, which had been applied consistently for the Fund.

Based on this information, the Board determined that the profitability of TAM and its affiliates from their relationships with the Fund was not excessive.

Economies of Scale

The Board considered economies of scale with respect to the management of the Fund, whether the Fund had appropriately benefited from any economies of scale and whether there was the potential for realization of any future economies of scale. The Board also considered the existence of economies of scale with respect to management of the Transamerica mutual funds overall and the extent to which the Fund benefited from any economies of scale. The Board recognized that, as the Fund’s assets increase, any economies of scale realized by TAM may not directly correlate with any economies of scale that might be realized by the Fund. The Board considered the Fund’s management fee schedule and the extent to which TAM shared economies of scale, if any, with the Fund through its

 

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MANAGEMENT AGREEMENT — CONTRACT RENEWAL (continued)

(unaudited)

 

undertakings to limit or reimburse Fund expenses and to invest in maintaining and developing its capabilities and services. The Trustees noted that the Fund’s management fee schedule does not contain breakpoints and determined that, based on all of the information provided, breakpoints were not warranted at this time. The Trustees concluded that the Fund’s existing fee structure reflected an appropriate sharing of any efficiencies or economies of scale to date and noted that they will have the opportunity to periodically reexamine the appropriateness of the management fee payable to TAM in light of any economies of scale experienced in the future.

Benefits to TAM and its Affiliates from their Relationships with the Fund

The Board considered other benefits derived by TAM and/or its affiliates from their relationships with the Fund. The Board noted that TAM does not receive benefits from research obtained with commissions paid to broker-dealers for portfolio transactions (“soft dollars”) as a result of its relationship with the Fund.

Other Considerations

The Board noted that TAM has made a substantial commitment to the recruitment and retention of high quality personnel and maintains the financial, compliance and operational resources reasonably necessary to manage the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. In this regard, the Board favorably considered the procedures and policies TAM has in place to enforce compliance with applicable laws and regulations. The Board also noted that TAM has made a significant entrepreneurial commitment and undertaken certain business risks with respect to the management and success of the Fund.

Conclusion

After consideration of the factors described above, as well as other factors, the Trustees, including the Independent Trustees, concluded that the renewal of the Management Agreement was in the best interests of the Fund and its shareholders and voted to approve the renewal of the Management Agreement.

 

Transamerica Funds   Semi-Annual Report 2018

Page    13


Table of Contents

Appendix A

 

 

 

S&P 500 Index Master Portfolio

 

 

 


Table of Contents

 

 

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Table of Contents
Master Portfolio Information as of June 30, 2018    S&P 500 Index Master Portfolio

 

TEN LARGEST HOLDINGS

 

Security

   Percent of
Net Assets
 

Apple, Inc.

     4

Microsoft Corp.

     3  

Amazon.com, Inc.

     3  

Facebook, Inc., Class A

     2  

Berkshire Hathaway, Inc., Class B

     2  

JPMorgan Chase & Co.

     2  

Exxon Mobil Corp.

     1  

Alphabet, Inc., Class C

     1  

Alphabet, Inc., Class A

     1  

Johnson & Johnson

     1  

SECTOR ALLOCATION

 

Sector

   Percent of
Net Assets
 

Information Technology

     25

Health Care

     14  

Financials

     13  

Consumer Discretionary

     13  

Industrials

     9  

Consumer Staples

     7  

Energy

     6  

Utilities

     3  

Real Estate

     3  

Materials

     3  

Telecommunication Services

     2  

Short-Term Securities

     2  

For Master Portfolio compliance purposes, the Master Portfolio’s sector classifications refer to one or more of the sector sub-classifications used by one or more widely recognized market indexes or ratings group indexes, and/or as defined by the investment adviser. These definitions may not apply for purposes of this report, which may combine such sector sub-classifications for reporting ease.

 

 

MASTER PORTFOLIO INFORMATION    1


Table of Contents
Schedule of Investments (unaudited)    S&P 500 Index Master Portfolio

June 30, 2018

   (Percentages shown are based on Net Assets)

 

Security

   Shares      Value  

Common Stocks — 97.8%

     

Aerospace & Defense — 2.6%

 

Arconic, Inc.

     279,348      $ 4,751,709  

Boeing Co.

     370,970        124,464,145  

General Dynamics Corp.

     187,710        34,991,021  

Harris Corp.

     80,202        11,592,397  

Huntington Ingalls Industries, Inc.

     29,604        6,417,851  

L3 Technologies, Inc.

     53,132        10,218,346  

Lockheed Martin Corp.

     168,618        49,814,816  

Northrop Grumman Corp.

     118,320        36,407,064  

Raytheon Co.

     195,071        37,683,816  

Rockwell Collins, Inc.

     110,277        14,852,106  

Textron, Inc.

     170,504        11,237,919  

TransDigm Group, Inc.

     33,181        11,452,090  

United Technologies Corp.

     505,028        63,143,651  
     

 

 

 
        417,026,931  

Air Freight & Logistics — 0.6%

 

C.H. Robinson Worldwide, Inc.

     92,123        7,707,010  

Expeditors International of Washington, Inc.

     116,956        8,549,484  

FedEx Corp.

     166,512        37,808,215  

United Parcel Service, Inc., Class B

     467,074        49,617,271  
     

 

 

 
        103,681,980  

Airlines — 0.4%

     

Alaska Air Group, Inc.

     86,618        5,230,861  

American Airlines Group, Inc.

     275,057        10,441,164  

Delta Air Lines, Inc.

     439,057        21,750,884  

Southwest Airlines Co.

     363,753        18,507,753  

United Continental Holdings, Inc.(a)

     157,909        11,010,994  
     

 

 

 
        66,941,656  

Auto Components — 0.2%

     

Aptiv PLC

     177,826        16,294,197  

BorgWarner, Inc.

     138,368        5,971,963  

Goodyear Tire & Rubber Co.

     162,653        3,788,188  
     

 

 

 
        26,054,348  

Automobiles — 0.4%

     

Ford Motor Co.

     2,656,760        29,410,333  

General Motors Co.

     860,824        33,916,466  

Harley-Davidson, Inc.

     111,325        4,684,556  
     

 

 

 
        68,011,355  

Banks — 6.0%

     

Bank of America Corp.

     6,384,739        179,985,792  

BB&T Corp.

     529,336        26,699,708  

Citigroup, Inc.

     1,728,253        115,654,691  

Citizens Financial Group, Inc.

     330,490        12,856,061  

Comerica, Inc.

     118,443        10,768,837  

Fifth Third Bancorp

     467,517        13,417,738  

Huntington Bancshares, Inc.

     744,814        10,993,455  

JPMorgan Chase & Co.

     2,304,325        240,110,665  

KeyCorp.

     714,115        13,953,807  

M&T Bank Corp.

     101,213        17,221,392  

People’s United Financial, Inc.

     220,243        3,984,196  

PNC Financial Services Group, Inc.(e)

     317,446        42,886,955  

Regions Financial Corp.

     760,067        13,513,991  

SunTrust Banks, Inc.

     314,854        20,786,661  

SVB Financial Group(a)

     36,135        10,434,343  

U.S. Bancorp

     1,055,032        52,772,701  

Wells Fargo & Co.

     2,970,542        164,686,848  

Zions Bancorporation

     137,026        7,219,900  
     

 

 

 
        957,947,741  

Beverages — 1.7%

     

Brown-Forman Corp., Class B

     180,651        8,853,706  

Coca-Cola Co.

     2,587,754        113,498,890  

Security

   Shares      Value  

Beverages (continued)

     

Constellation Brands, Inc., Class A

     114,242      $ 25,004,147  

Molson Coors Brewing Co., Class B

     128,030        8,711,161  

Monster Beverage Corp.(a)

     278,320        15,947,736  

PepsiCo, Inc.

     959,553        104,466,535  
     

 

 

 
        276,482,175  

Biotechnology — 2.5%

     

AbbVie, Inc.

     1,027,898        95,234,750  

Alexion Pharmaceuticals, Inc.(a)

     148,584        18,446,704  

Amgen, Inc.

     451,363        83,317,096  

Biogen, Inc.(a)

     143,406        41,622,157  

Celgene Corp.(a)

     480,228        38,139,708  

Gilead Sciences, Inc.

     883,173        62,563,975  

Incyte Corp.(a)(b)

     121,902        8,167,434  

Regeneron Pharmaceuticals, Inc.(a)

     51,944        17,920,161  

Vertex Pharmaceuticals, Inc.(a)

     173,188        29,435,032  
     

 

 

 
        394,847,017  

Building Products — 0.3%

     

Allegion PLC

     61,549        4,761,431  

AO Smith Corp.

     94,382        5,582,695  

Fortune Brands Home & Security, Inc.

     95,901        5,148,925  

Johnson Controls International PLC

     632,109        21,144,046  

Masco Corp.

     206,334        7,721,018  
     

 

 

 
        44,358,115  

Capital Markets — 3.0%

     

Affiliated Managers Group, Inc.

     35,458        5,271,541  

Ameriprise Financial, Inc.

     98,861        13,828,677  

Bank of New York Mellon Corp.

     684,928        36,938,167  

BlackRock, Inc.(e)

     83,521        41,680,320  

Cboe Global Markets, Inc.

     78,536        8,173,241  

Charles Schwab Corp.

     812,952        41,541,847  

CME Group, Inc.

     230,405        37,767,988  

E*Trade Financial Corp.(a)

     182,019        11,132,282  

Franklin Resources, Inc.

     215,425        6,904,371  

Goldman Sachs Group, Inc.

     238,529        52,612,342  

Intercontinental Exchange, Inc.

     395,669        29,101,455  

Invesco Ltd.

     282,822        7,511,752  

Moody’s Corp.

     111,315        18,985,886  

Morgan Stanley

     928,523        44,011,990  

MSCI, Inc.

     61,813        10,225,725  

Nasdaq, Inc.

     77,776        7,098,616  

Northern Trust Corp.

     143,049        14,718,312  

Raymond James Financial, Inc.

     89,590        8,004,866  

S&P Global, Inc.

     169,083        34,474,333  

State Street Corp.

     245,389        22,843,262  

T. Rowe Price Group, Inc.

     163,850        19,021,346  
     

 

 

 
        471,848,319  

Chemicals — 1.8%

     

Air Products & Chemicals, Inc.

     149,731        23,317,609  

Albemarle Corp.(b)

     73,712        6,953,253  

CF Industries Holdings, Inc.

     163,850        7,274,940  

DowDuPont, Inc.

     1,571,217        103,574,625  

Eastman Chemical Co.

     93,684        9,364,653  

Ecolab, Inc.

     176,625        24,785,786  

FMC Corp.

     93,297        8,323,025  

International Flavors & Fragrances, Inc.

     55,478        6,877,053  

LyondellBasell Industries NV, Class A

     215,585        23,682,012  

Mosaic Co.

     245,006        6,872,418  

PPG Industries, Inc.

     170,511        17,687,106  

Praxair, Inc.

     194,730        30,796,549  

Sherwin-Williams Co.

     55,359        22,562,668  
     

 

 

 
        292,071,697  
 

 

2    2018 BLACKROCK SEMI-ANNUAL REPORT TO SHAREHOLDERS


Table of Contents
Schedule of Investments (unaudited) (continued)    S&P 500 Index Master Portfolio

June 30, 2018

   (Percentages shown are based on Net Assets)

 

Security

   Shares      Value  

Commercial Services & Supplies — 0.4%

 

Cintas Corp.

     59,051      $ 10,928,569  

Copart, Inc.(a)

     136,856        7,740,575  

Iron Mountain, Inc.

     186,725        6,537,242  

Republic Services, Inc.

     154,326        10,549,725  

Stericycle, Inc.(a)

     56,643        3,698,222  

Waste Management, Inc.

     267,542        21,761,866  
     

 

 

 
        61,216,199  

Communications Equipment — 1.0%

 

Cisco Systems, Inc.

     3,187,542        137,159,932  

F5 Networks, Inc.(a)

     40,987        7,068,208  

Juniper Networks, Inc.

     242,731        6,655,684  

Motorola Solutions, Inc.

     109,569        12,750,545  
     

 

 

 
        163,634,369  

Construction & Engineering — 0.1%

 

Fluor Corp.

     90,837        4,431,029  

Jacobs Engineering Group, Inc.

     77,614        4,927,713  

Quanta Services, Inc.(a)

     101,761        3,398,817  
     

 

 

 
        12,757,559  

Construction Materials — 0.1%

 

Martin Marietta Materials, Inc.

     43,613        9,740,091  

Vulcan Materials Co.

     89,472        11,547,257  
     

 

 

 
        21,287,348  

Consumer Finance — 0.7%

     

American Express Co.

     483,856        47,417,888  

Capital One Financial Corp.

     330,882        30,408,056  

Discover Financial Services

     237,272        16,706,321  

Synchrony Financial

     479,231        15,996,731  
     

 

 

 
        110,528,996  

Containers & Packaging — 0.3%

 

Avery Dennison Corp.

     58,675        5,990,717  

Ball Corp.

     241,647        8,590,551  

International Paper Co.

     276,659        14,408,401  

Packaging Corp. of America

     62,642        7,002,749  

Sealed Air Corp.

     113,392        4,813,490  

WestRock Co.

     172,036        9,809,493  
     

 

 

 
        50,615,401  

Distributors — 0.1%

     

Genuine Parts Co.

     101,839        9,347,802  

LKQ Corp.(a)

     202,947        6,474,009  
     

 

 

 
        15,821,811  

Diversified Consumer Services — 0.0%

 

H&R Block, Inc.

     139,724        3,182,913  
     

 

 

 

Diversified Financial Services — 1.6%

 

Berkshire Hathaway, Inc., Class B(a)

     1,303,004        243,205,697  

Jefferies Financial Group, Inc.

     207,622        4,721,324  
     

 

 

 
        247,927,021  

Diversified Telecommunication Services — 1.9%

 

AT&T, Inc.

     4,907,665        157,585,123  

CenturyLink, Inc.

     667,521        12,442,592  

Verizon Communications, Inc.

     2,799,069        140,821,161  
     

 

 

 
        310,848,876  

Electric Utilities — 1.8%

     

Alliant Energy Corp.

     152,211        6,441,570  

American Electric Power Co., Inc.

     336,957        23,334,272  

Duke Energy Corp.

     477,693        37,775,963  

Edison International

     219,837        13,909,087  

Entergy Corp.

     124,845        10,086,228  

Evergy, Inc.

     180,118        10,113,626  

Eversource Energy

     213,354        12,504,678  

Exelon Corp.

     656,129        27,951,095  

Security

   Shares      Value  

Electric Utilities (continued)

 

FirstEnergy Corp.

     307,086      $ 11,027,458  

NextEra Energy, Inc.

     318,224        53,152,955  

PG&E Corp.

     346,481        14,746,231  

Pinnacle West Capital Corp.

     72,372        5,830,288  

PPL Corp.

     467,268        13,340,501  

Southern Co.

     687,094        31,819,323  

Xcel Energy, Inc.

     340,275        15,543,762  
     

 

 

 
        287,577,037  

Electrical Equipment — 0.5%

 

AMETEK, Inc.

     158,136        11,411,094  

Eaton Corp. PLC

     293,905        21,966,460  

Emerson Electric Co.

     430,046        29,733,380  

Rockwell Automation, Inc.

     86,100        14,312,403  
     

 

 

 
        77,423,337  

Electronic Equipment, Instruments & Components — 0.4%

 

Amphenol Corp., Class A

     205,693        17,926,145  

Corning, Inc.

     583,008        16,038,550  

FLIR Systems, Inc.

     91,123        4,735,662  

IPG Photonics Corp.(a)(b)

     24,761        5,463,020  

TE Connectivity Ltd.

     235,037        21,167,432  
     

 

 

 
        65,330,809  

Energy Equipment & Services — 0.8%

 

Baker Hughes a GE Co.

     281,397        9,294,543  

Halliburton Co.

     595,825        26,847,875  

Helmerich & Payne, Inc.

     70,592        4,500,946  

National Oilwell Varco, Inc.

     260,462        11,304,051  

Schlumberger Ltd.

     940,510        63,042,385  

TechnipFMC PLC

     287,356        9,120,679  
     

 

 

 
        124,110,479  

Equity Real Estate Investment Trusts (REITs) — 2.7%

 

Alexandria Real Estate Equities, Inc.

     71,917        9,073,768  

American Tower Corp.

     299,801        43,222,310  

Apartment Investment & Management Co., Class A

     102,328        4,328,474  

AvalonBay Communities, Inc.

     93,331        16,042,666  

Boston Properties, Inc.

     103,991        13,042,551  

Crown Castle International Corp.

     281,793        30,382,921  

Digital Realty Trust, Inc.

     138,138        15,413,438  

Duke Realty Corp.

     247,834        7,194,621  

Equinix, Inc.

     54,166        23,285,422  

Equity Residential

     246,450        15,696,401  

Essex Property Trust, Inc.

     44,825        10,716,313  

Extra Space Storage, Inc.

     87,922        8,775,495  

Federal Realty Investment Trust

     51,446        6,510,491  

GGP, Inc.

     435,894        8,905,314  

HCP, Inc.

     314,250        8,113,935  

Host Hotels & Resorts, Inc.

     507,437        10,691,698  

Kimco Realty Corp.

     281,120        4,776,229  

Macerich Co.

     72,497        4,120,005  

Mid-America Apartment Communities, Inc.

     76,283        7,679,410  

Prologis, Inc.

     363,781        23,896,774  

Public Storage

     102,295        23,206,644  

Realty Income Corp.(b)

     189,594        10,198,261  

Regency Centers Corp.

     95,414        5,923,301  

SBA Communications Corp.(a)

     79,280        13,090,714  

Simon Property Group, Inc.

     211,223        35,948,042  

SL Green Realty Corp.(b)

     58,685        5,899,603  

UDR, Inc.

     176,982        6,643,904  

Ventas, Inc.

     239,460        13,637,247  

Vornado Realty Trust

     114,346        8,452,456  

Welltower, Inc.

     248,306        15,566,303  

Weyerhaeuser Co.

     518,055        18,888,285  
     

 

 

 
        429,322,996  
 

 

SCHEDULES OF INVESTMENTS    3


Table of Contents
Schedule of Investments (unaudited) (continued)    S&P 500 Index Master Portfolio

June 30, 2018

   (Percentages shown are based on Net Assets)

 

Security

   Shares      Value  

Food & Staples Retailing — 1.4%

 

Costco Wholesale Corp.

     296,759      $ 62,016,696  

Kroger Co.

     554,873        15,786,137  

Sysco Corp.

     320,632        21,895,959  

Walgreens Boots Alliance, Inc.

     578,506        34,719,037  

Walmart, Inc.

     979,792        83,919,185  
     

 

 

 
        218,337,014  

Food Products — 1.1%

     

Archer-Daniels-Midland Co.

     374,997        17,186,113  

Campbell Soup Co.

     124,466        5,045,852  

Conagra Brands, Inc.

     265,951        9,502,429  

General Mills, Inc.

     402,031        17,793,892  

Hershey Co.

     97,182        9,043,757  

Hormel Foods Corp.

     181,422        6,750,713  

J.M. Smucker Co.

     78,951        8,485,653  

Kellogg Co.

     170,074        11,883,070  

Kraft Heinz Co.

     408,841        25,683,392  

McCormick & Co., Inc.

     83,959        9,746,800  

Mondelez International, Inc., Class A

     1,002,384        41,097,744  

Tyson Foods, Inc., Class A

     201,092        13,845,184  
     

 

 

 
        176,064,599  

Health Care Equipment & Supplies — 3.0%

 

Abbott Laboratories

     1,186,333        72,354,450  

ABIOMED, Inc.(a)

     29,159        11,927,489  

Align Technology, Inc.(a)

     48,817        16,702,248  

Baxter International, Inc.

     331,233        24,458,245  

Becton Dickinson & Co.

     180,798        43,311,969  

Boston Scientific Corp.(a)

     934,081        30,544,449  

Cooper Cos., Inc.(b)

     34,133        8,036,615  

Danaher Corp.

     415,911        41,042,097  

Dentsply Sirona Inc.

     149,246        6,532,497  

Edwards Lifesciences Corp.(a)

     144,061        20,970,960  

Hologic, Inc.(a)

     179,163        7,121,729  

IDEXX Laboratories, Inc.(a)

     59,259        12,914,906  

Intuitive Surgical, Inc.(a)

     76,658        36,679,320  

Medtronic PLC

     916,839        78,490,587  

ResMed, Inc.

     98,065        10,157,573  

Stryker Corp.

     217,808        36,779,059  

Varian Medical Systems, Inc.(a)(b)

     63,871        7,263,410  

Zimmer Biomet Holdings, Inc.

     136,251        15,183,811  
     

 

 

 
        480,471,414  

Health Care Providers & Services — 3.1%

 

Aetna, Inc.

     222,053        40,746,726  

AmerisourceBergen Corp.

     112,126        9,560,984  

Anthem, Inc.

     172,906        41,156,815  

Cardinal Health, Inc.

     215,094        10,503,040  

Centene Corp.(a)

     139,256        17,157,732  

Cigna Corp.

     165,280        28,089,336  

CVS Health Corp.

     689,169        44,348,025  

DaVita, Inc.(a)

     97,143        6,745,610  

Envision Healthcare Corp.(a)

     81,025        3,565,910  

Express Scripts Holding Co.(a)

     381,933        29,489,047  

HCA Healthcare, Inc.

     187,989        19,287,672  

Henry Schein, Inc.(a)(b)

     102,916        7,475,818  

Humana, Inc.

     93,464        27,817,690  

Laboratory Corp. of America Holdings(a)

     69,053        12,397,085  

McKesson Corp.

     137,832        18,386,789  

Quest Diagnostics, Inc.

     92,801        10,202,542  

UnitedHealth Group, Inc.

     650,259        159,534,543  

Universal Health Services, Inc., Class B

     60,821        6,777,892  
     

 

 

 
        493,243,256  

Health Care Technology — 0.1%

 

Cerner Corp.(a)

     213,640        12,773,536  
     

 

 

 

Security

   Shares      Value  

Hotels, Restaurants & Leisure — 1.6%

 

Carnival Corp.

     272,369      $ 15,609,467  

Chipotle Mexican Grill, Inc.(a)

     16,069        6,931,685  

Darden Restaurants, Inc.

     86,188        9,227,287  

Hilton Worldwide Holdings, Inc.

     190,308        15,064,781  

Marriott International, Inc., Class A

     200,425        25,373,805  

McDonald’s Corp.

     532,918        83,502,922  

MGM Resorts International

     332,044        9,639,237  

Norwegian Cruise Line Holdings Ltd.(a)

     135,293        6,392,594  

Royal Caribbean Cruises Ltd.

     117,427        12,165,437  

Starbucks Corp.

     934,785        45,664,247  

Wynn Resorts Ltd.

     56,900        9,521,646  

Yum! Brands, Inc.

     222,375        17,394,173  
     

 

 

 
        256,487,281  

Household Durables — 0.4%

     

D.R. Horton, Inc.

     225,980        9,265,180  

Garmin Ltd.

     74,601        4,550,661  

Leggett & Platt, Inc.

     87,619        3,911,312  

Lennar Corp., Class A

     188,648        9,904,020  

Mohawk Industries, Inc.(a)

     43,001        9,213,824  

Newell Brands, Inc.

     320,611        8,268,558  

PulteGroup, Inc.

     179,788        5,168,905  

Whirlpool Corp.

     45,867        6,707,132  
     

 

 

 
        56,989,592  

Household Products — 1.4%

     

Church & Dwight Co., Inc.

     165,741        8,810,792  

Clorox Co.

     88,298        11,942,304  

Colgate-Palmolive Co.

     590,487        38,269,462  

Kimberly-Clark Corp.

     239,031        25,179,526  

Procter & Gamble Co.

     1,700,915        132,773,425  
     

 

 

 
        216,975,509  

Independent Power and Renewable Electricity
Producers — 0.1%

 

AES Corp.

     430,250        5,769,653  

NRG Energy, Inc.

     204,882        6,289,877  
     

 

 

 
        12,059,530  

Industrial Conglomerates — 1.6%

 

3M Co.

     402,950        79,268,324  

General Electric Co.

     5,891,740        80,186,581  

Honeywell International, Inc.

     507,729        73,138,363  

Roper Technologies, Inc.

     69,387        19,144,567  
     

 

 

 
        251,737,835  

Insurance — 2.3%

     

Aflac, Inc.

     519,393        22,344,287  

Allstate Corp.

     236,186        21,556,696  

American International Group, Inc.

     611,565        32,425,176  

Aon PLC

     164,083        22,507,265  

Arthur J Gallagher & Co.

     125,852        8,215,619  

Assurant, Inc.

     36,323        3,759,067  

Brighthouse Financial, Inc.(a)

     65,918        2,641,334  

Chubb Ltd.

     315,948        40,131,715  

Cincinnati Financial Corp.

     99,096        6,625,559  

Everest Re Group Ltd.

     27,458        6,328,520  

Hartford Financial Services Group, Inc.

     240,801        12,312,155  

Lincoln National Corp.

     141,471        8,806,570  

Loews Corp.

     174,061        8,403,665  

Marsh & McLennan Cos., Inc.

     344,571        28,244,485  

MetLife, Inc.

     689,284        30,052,782  

Principal Financial Group, Inc.

     184,524        9,770,546  

Progressive Corp.

     396,522        23,454,276  

Prudential Financial, Inc.

     289,332        27,055,435  

Torchmark Corp.

     69,803        5,682,662  

Travelers Cos., Inc.

     185,094        22,644,400  

Unum Group

     143,459        5,306,549  
 

 

4    2018 BLACKROCK SEMI-ANNUAL REPORT TO SHAREHOLDERS


Table of Contents
Schedule of Investments (unaudited) (continued)    S&P 500 Index Master Portfolio

June 30, 2018

   (Percentages shown are based on Net Assets)

 

Security

   Shares      Value  

Insurance (continued)

     

Willis Towers Watson PLC

     89,039      $ 13,498,312  

XL Group Ltd.

     177,106        9,909,081  
     

 

 

 
        371,676,156  

Internet & Direct Marketing Retail — 4.1%

 

Amazon.com, Inc.(a)

     272,854        463,797,229  

Booking Holdings, Inc.(a)

     32,690        66,265,572  

Expedia Group, Inc.

     80,033        9,619,166  

Netflix, Inc.(a)

     294,590        115,311,364  

TripAdvisor, Inc.(a)(b)

     73,445        4,091,621  
     

 

 

 
        659,084,952  

Internet Software & Services — 5.2%

 

Akamai Technologies, Inc.(a)

     117,327        8,591,856  

Alphabet, Inc., Class A(a)

     202,583        228,754,698  

Alphabet, Inc., Class C(a)(b)

     205,393        229,146,700  

eBay, Inc.(a)

     626,168        22,704,852  

Facebook, Inc., Class A(a)

     1,624,808        315,732,690  

Twitter, Inc.(a)

     443,879        19,384,196  

VeriSign, Inc.(a)

     65,135        8,950,852  
     

 

 

 
        833,265,844  

IT Services — 4.4%

     

Accenture PLC, Class A

     435,087        71,175,882  

Alliance Data Systems Corp.

     31,903        7,439,780  

Automatic Data Processing, Inc.

     298,592        40,053,131  

Broadridge Financial Solutions, Inc.

     76,583        8,814,703  

Cognizant Technology Solutions Corp., Class A

     398,207        31,454,371  

DXC Technology Co.

     190,497        15,355,963  

Fidelity National Information Services, Inc.

     226,513        24,017,173  

Fiserv, Inc.(a)

     276,839        20,511,002  

FleetCor Technologies, Inc.(a)

     60,789        12,805,203  

Gartner, Inc.(a)(b)

     60,163        7,995,663  

Global Payments, Inc.

     107,624        11,999,000  

International Business Machines Corp.

     579,088        80,898,594  

Mastercard, Inc., Class A

     620,668        121,973,675  

Paychex, Inc.

     215,081        14,700,786  

PayPal Holdings, Inc.(a)

     757,114        63,044,883  

Total System Services, Inc.

     115,012        9,720,814  

Visa, Inc., Class A

     1,209,542        160,203,838  

Western Union Co.

     301,750        6,134,577  
     

 

 

 
        708,299,038  

Leisure Products — 0.1%

     

Hasbro, Inc.

     75,836        7,000,421  

Mattel, Inc.

     232,614        3,819,522  
     

 

 

 
        10,819,943  

Life Sciences Tools & Services — 0.8%

 

Agilent Technologies, Inc.

     217,532        13,452,179  

Illumina, Inc.(a)

     99,949        27,914,756  

IQVIA Holdings, Inc.(a)

     109,642        10,944,465  

Mettler-Toledo International,
Inc.(a)

     17,426        10,083,206  

PerkinElmer, Inc.

     71,741        5,253,593  

Thermo Fisher Scientific, Inc.

     272,231        56,389,929  

Waters Corp.(a)(b)

     53,769        10,409,141  
     

 

 

 
        134,447,269  

Machinery — 1.4%

     

Caterpillar, Inc.

     406,275        55,119,329  

Cummins, Inc.

     104,670        13,921,110  

Deere & Co.

     220,338        30,803,252  

Dover Corp.

     108,405        7,935,246  

Flowserve Corp.

     86,549        3,496,580  

Fortive Corp.(b)

     205,183        15,821,661  

Illinois Tool Works, Inc.

     205,179        28,425,499  

Ingersoll-Rand PLC

     168,071        15,081,011  

PACCAR, Inc.

     236,352        14,644,370  

Security

   Shares      Value  

Machinery (continued)

     

Parker-Hannifin Corp.

     89,603      $ 13,964,627  

Pentair PLC

     107,216        4,511,649  

Snap-on, Inc.

     37,306        5,995,820  

Stanley Black & Decker, Inc.

     103,460        13,740,523  

Xylem, Inc.

     124,905        8,416,099  
     

 

 

 
        231,876,776  

Media — 2.2%

     

CBS Corp., Class B

     227,633        12,797,527  

Charter Communications, Inc., Class A(a)

     125,838        36,896,960  

Comcast Corp., Class A

     3,115,297        102,212,895  

Discovery, Inc., Class A(a)(b)

     115,925        3,187,938  

Discovery, Inc., Class C(a)

     216,509        5,520,979  

DISH Network Corp., Class A(a)

     153,608        5,162,765  

Interpublic Group of Cos., Inc.

     267,707        6,275,052  

News Corp., Class A

     271,386        4,206,483  

News Corp., Class B

     53,983        855,631  

Omnicom Group, Inc.

     155,755        11,879,434  

Twenty-First Century Fox, Inc., Class A

     706,354        35,098,730  

Twenty-First Century Fox, Inc., Class B

     306,241        15,088,494  

Viacom, Inc., Class B

     233,027        7,028,094  

Walt Disney Co.

     1,008,526        105,703,610  
     

 

 

 
        351,914,592  

Metals & Mining — 0.3%

     

Freeport-McMoRan, Inc.

     907,680        15,666,557  

Newmont Mining Corp.

     363,938        13,724,102  

Nucor Corp.

     214,223        13,388,937  
     

 

 

 
        42,779,596  

Multi-Utilities — 0.9%

     

Ameren Corp.

     168,468        10,251,278  

CenterPoint Energy, Inc.

     284,307        7,878,147  

CMS Energy Corp.

     192,061        9,080,644  

Consolidated Edison, Inc.

     213,618        16,657,932  

Dominion Energy, Inc.

     443,875        30,263,397  

DTE Energy Co.

     125,379        12,993,026  

NiSource, Inc.

     225,931        5,937,467  

Public Service Enterprise Group, Inc.

     338,251        18,312,909  

SCANA Corp.

     95,454        3,676,888  

Sempra Energy

     179,593        20,852,543  

WEC Energy Group, Inc.

     213,050        13,773,682  
     

 

 

 
        149,677,913  

Multiline Retail — 0.5%

     

Dollar General Corp.

     172,941        17,051,983  

Dollar Tree, Inc.(a)

     159,314        13,541,690  

Kohl’s Corp.

     111,996        8,164,508  

Macy’s, Inc.

     207,219        7,756,207  

Nordstrom, Inc.

     77,577        4,016,937  

Target Corp.

     361,422        27,511,443  
     

 

 

 
        78,042,768  

Oil, Gas & Consumable Fuels — 5.4%

 

Anadarko Petroleum Corp.

     350,680        25,687,310  

Andeavor

     95,646        12,546,842  

Apache Corp.

     258,010        12,061,968  

Cabot Oil & Gas Corp.

     299,398        7,125,672  

Chevron Corp.

     1,294,414        163,652,762  

Cimarex Energy Co.

     63,309        6,441,058  

Concho Resources, Inc.(a)(b)

     99,782        13,804,840  

ConocoPhillips

     792,575        55,179,071  

Devon Energy Corp.

     353,142        15,524,122  

EOG Resources, Inc.

     391,599        48,726,664  

EQT Corp.

     171,459        9,461,108  

Exxon Mobil Corp.

     2,867,913        237,262,442  

Hess Corp.

     176,561        11,810,165  
 

 

SCHEDULES OF INVESTMENTS    5


Table of Contents
Schedule of Investments (unaudited) (continued)    S&P 500 Index Master Portfolio

June 30, 2018

   (Percentages shown are based on Net Assets)

 

Security

   Shares      Value  

Oil, Gas & Consumable Fuels (continued)

 

HollyFrontier Corp.

     118,733      $ 8,124,899  

Kinder Morgan, Inc.

     1,272,615        22,487,107  

Marathon Oil Corp.

     586,668        12,237,894  

Marathon Petroleum Corp.

     315,954        22,167,333  

Newfield Exploration Co.(a)

     136,402        4,126,161  

Noble Energy, Inc.

     335,333        11,830,548  

Occidental Petroleum Corp.

     518,432        43,382,390  

ONEOK, Inc.

     281,941        19,687,940  

Phillips 66

     284,424        31,943,659  

Pioneer Natural Resources Co.

     116,165        21,983,065  

Valero Energy Corp.

     291,979        32,360,033  

Williams Cos., Inc.

     557,327        15,109,135  
     

 

 

 
        864,724,188  

Personal Products — 0.2%

     

Coty, Inc., Class A

     319,559        4,505,782  

Estee Lauder Cos., Inc., Class A

     150,207        21,433,037  
     

 

 

 
        25,938,819  

Pharmaceuticals — 4.3%

     

Allergan PLC

     230,280        38,392,282  

Bristol-Myers Squibb Co.

     1,107,553        61,291,983  

Eli Lilly & Co.

     647,604        55,260,050  

Johnson & Johnson

     1,816,484        220,412,169  

Merck & Co., Inc.

     1,822,990        110,655,493  

Mylan NV(a)

     350,251        12,658,071  

Nektar Therapeutics(a)

     105,069        5,130,519  

Perrigo Co. PLC

     87,898        6,408,643  

Pfizer, Inc.

     3,965,833        143,880,421  

Zoetis, Inc.

     325,075        27,693,139  
     

 

 

 
        681,782,770  

Professional Services — 0.3%

     

Equifax, Inc.

     82,578        10,331,334  

IHS Markit Ltd.(a)

     244,570        12,617,366  

Nielsen Holdings PLC

     223,158        6,902,277  

Robert Half International, Inc.

     82,401        5,364,305  

Verisk Analytics, Inc.(a)

     105,785        11,386,697  
     

 

 

 
        46,601,979  

Real Estate Management & Development — 0.1%

 

CBRE Group, Inc., Class A(a)(b)

     201,675        9,627,965  
     

 

 

 

Road & Rail — 1.0%

     

CSX Corp.

     590,004        37,630,455  

JB Hunt Transport Services, Inc.

     59,714        7,258,237  

Kansas City Southern

     71,757        7,603,372  

Norfolk Southern Corp.

     192,593        29,056,506  

Union Pacific Corp.

     526,908        74,652,325  
     

 

 

 
        156,200,895  

Semiconductors & Semiconductor Equipment — 3.9%

 

Advanced Micro Devices,
Inc.(a)(b)

     548,479        8,221,700  

Analog Devices, Inc.

     252,458        24,215,771  

Applied Materials, Inc.

     685,177        31,648,326  

Broadcom, Inc.

     272,017        66,002,205  

Intel Corp.

     3,156,669        156,918,016  

KLA-Tencor Corp.

     106,683        10,938,208  

Lam Research Corp.

     111,549        19,281,245  

Microchip Technology, Inc.

     157,792        14,351,182  

Micron Technology, Inc.(a)

     786,002        41,217,945  

NVIDIA Corp.

     411,147        97,400,724  

Qorvo, Inc.(a)

     84,891        6,805,712  

QUALCOMM, Inc.

     1,004,837        56,391,452  

Skyworks Solutions, Inc.

     124,249        12,008,666  

Texas Instruments, Inc.

     662,754        73,068,629  

Xilinx, Inc.

     173,486        11,321,696  
     

 

 

 
        629,791,477  

Security

   Shares      Value  

Software — 5.9%

     

Activision Blizzard, Inc.

     515,997      $ 39,380,891  

Adobe Systems, Inc.(a)

     333,382        81,281,865  

ANSYS, Inc.(a)

     57,911        10,086,938  

Autodesk, Inc.(a)

     147,109        19,284,519  

CA, Inc.

     208,735        7,441,403  

Cadence Design Systems, Inc.(a)

     195,305        8,458,660  

Citrix Systems, Inc.(a)

     87,411        9,164,169  

Electronic Arts, Inc.(a)

     208,053        29,339,634  

Intuit, Inc.

     164,957        33,701,540  

Microsoft Corp.

     5,203,336        513,100,963  

Oracle Corp.

     2,019,673        88,986,792  

Red Hat, Inc.(a)

     121,264        16,294,244  

salesforce.com, Inc.(a)

     477,323        65,106,857  

Symantec Corp.

     419,233        8,657,161  

Synopsys, Inc.(a)

     98,215        8,404,258  

Take-Two Interactive Software, Inc.(a)

     79,526        9,412,697  
     

 

 

 
        948,102,591  

Specialty Retail — 2.3%

     

Advance Auto Parts, Inc.

     50,282        6,823,267  

AutoZone, Inc.(a)

     18,410        12,351,821  

Best Buy Co., Inc.

     164,783        12,289,516  

CarMax, Inc.(a)

     119,019        8,672,915  

Foot Locker, Inc.

     76,660        4,036,149  

Gap, Inc.

     143,297        4,641,390  

Home Depot, Inc.

     783,088        152,780,469  

L Brands, Inc.

     164,684        6,073,546  

Lowe’s Cos., Inc.

     558,049        53,332,743  

O’Reilly Automotive, Inc.(a)

     56,188        15,371,351  

Ross Stores, Inc.

     254,791        21,593,537  

Tiffany & Co.

     67,938        8,940,641  

TJX Cos., Inc.

     426,340        40,579,041  

Tractor Supply Co.

     83,283        6,370,317  

Ulta Salon Cosmetics & Fragrance, Inc.(a)

     37,665        8,793,271  
     

 

 

 
        362,649,974  

Technology Hardware, Storage & Peripherals — 4.4%

 

Apple, Inc.

     3,330,327        616,476,831  

Hewlett Packard Enterprise Co.

     1,048,179        15,313,895  

HP, Inc.

     1,113,582        25,267,175  

NetApp, Inc.

     181,245        14,233,170  

Seagate Technology PLC

     194,979        11,010,464  

Western Digital Corp.

     199,997        15,481,768  

Xerox Corp.

     142,593        3,422,232  
     

 

 

 
        701,205,535  

Textiles, Apparel & Luxury Goods — 0.8%

 

Hanesbrands, Inc.

     235,045        5,175,691  

Michael Kors Holdings Ltd.(a)

     98,833        6,582,278  

NIKE, Inc., Class B

     870,072        69,327,337  

PVH Corp.

     51,431        7,700,249  

Ralph Lauren Corp.

     39,043        4,908,486  

Tapestry, Inc.

     196,642        9,185,148  

Under Armour, Inc., Class A(a)(b)

     132,321        2,974,576  

Under Armour, Inc., Class C(a)(b)

     129,390        2,727,541  

VF Corp.

     220,221        17,952,416  
     

 

 

 
        126,533,722  

Tobacco — 1.0%

     

Altria Group, Inc.

     1,281,938        72,801,259  

Philip Morris International, Inc.

     1,053,466        85,056,845  
     

 

 

 
        157,858,104  

Trading Companies & Distributors — 0.2%

 

Fastenal Co.

     197,573        9,509,188  

United Rentals, Inc.(a)

     58,109        8,578,051  

W.W. Grainger, Inc.

     34,969        10,784,440  
     

 

 

 
        28,871,679  
 

 

6    2018 BLACKROCK SEMI-ANNUAL REPORT TO SHAREHOLDERS


Table of Contents
Schedule of Investments (unaudited) (continued)    S&P 500 Index Master Portfolio

June 30, 2018

   (Percentages shown are based on Net Assets)

 

Security

  Shares     Value  

Water Utilities — 0.1%

   

American Water Works Co., Inc.

    123,159     $ 10,515,315  
   

 

 

 

Total Long-Term Investments — 97.8%
(Cost — $10,048,686,974)

 

    15,598,285,911  
   

 

 

 

Short-Term Securities — 2.5%

 

BlackRock Cash Funds: Institutional,
SL Agency Shares,
1.70%(c)(d)(e)

    63,123,422       63,136,046  

BlackRock Cash Funds: Treasury,
SL Agency Shares,
1.73%(e)(d)

    332,354,098       332,354,098  
   

 

 

 

Total Short-Term Securities — 2.5%
(Cost — $395,484,472)

 

    395,490,144  
   

 

 

 

Security

  Value  

Total Investments — 100.3%
(Cost — $10,444,171,446)

  $ 15,993,776,055  

Liabilities in Excess of Other Assets — (0.3)%

    (52,986,184
 

 

 

 

Net Assets — 100.0%

  $ 15,940,789,871  
 

 

 

 

 

(a)

Non-income producing security.

(b)

Security, or a portion of the security, is on loan.

(c)

All or a portion of security was purchased with the cash collateral from loaned securities.

(d)

Annualized 7-day yield as of period end.

 

 

(e)

During the period ended June 30, 2018, investments in issuers considered to be [affiliates/an affiliate] of the Master Portfolio for purposes of Section 2(a)(3) of the Investment Company Act of 1940, as amended, and/or related parties of the Fund were as follows:

 

Affiliate Persons and/or Related Parties

  Shares Held at
12/31/17
    Shares
Purchased
    Shares
Sold
    Shares
Held at
06/30/18
    Value at
06/30/18
    Income     Net
Realized
Gain
(Loss) (a)
    Change in
Unrealized
Appreciation
(Depreciation)
 

BlackRock, Inc.

    73,422       10,099       —         83,521     $ 41,680,320     $ 454,032     $ —       $ (1,578,038

BlackRock Cash Funds: Institutional, SL Agency Shares

    70,033,981       —         (6,910,559 )(b)      63,123,422       63,136,046       109,540 (c)        (2,537     2,469  

BlackRock Cash Funds: Treasury, SL Agency Shares

    164,203,034       168,151,064 (d)       —         332,354,098       332,354,098       2,074,337       —         —    

PNC Financial Services Group, Inc.

    285,955       34,567       (3,076     317,446       42,886,955       445,370       (525     (3,270,686
         

 

 

   

 

 

   

 

 

   

 

 

 
          $ 480,057,419     $ 3,083,279     $ (3,062   $ (4,846,255
         

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Includes net capital gain distributions, if applicable.

(b)

Represents net shares value sold.

(c)

Represents all or portion of securities lending income earned from the reinvestment of cash collateral from loaned securities, net of fees, and collateral investment expenses, and other payments to and from borrowers of securities.

(d)

Represents net shares value purchased

Derivative Financial Instruments Outstanding as of Period End

Futures Contracts

 

Description

   Number of
Contracts
     Expiration
Date
     Notional
Amount (000)
     Value/
Unrealized
Appreciation
(Depreciation)
 

Long Contracts:

           

S&P 500 E-Mini Index

     2,662        09/21/18      $ 362,245      $ (5,793,702
        

 

 

    

 

 

 

Derivative Financial Instruments Categorized by Risk Exposure

As of period end, the fair values of derivative financial instruments located in the Statement of Assets and Liabilities were as follows:

 

     Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
     Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

Liabilities —Derivative Financial Instruments

                    

Futures contracts

                    

Net unrealized depreciation(a)

   $ —        $ —        $ 5,793,702      $ —        $ —        $ —        $ 5,793,702  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Includes cumulative appreciation (depreciation) on futures contracts if any, as reported in the Schedule of Investments. Only current day’s variation margin is reported within the Statement of Asset and Liabilities.

 

SCHEDULES OF INVESTMENTS    7


Table of Contents
Schedule of Investments (unaudited) (continued)    S&P 500 Index Master Portfolio

June 30, 2018

  

 

For the six months ended June 30, 2018, the effect of derivative financial instruments in the Statement of Operations was as follows:

 

     Commodity
Contracts
     Credit
Contracts
     Equity
Contracts
    Foreign
Currency
Exchange
Contracts
     Interest
Rate
Contracts
     Other
Contracts
     Total  

Net Realized Gain (Loss) from:

                   

Futures contracts

   $ —        $ —        $ 15,036,731     $ —        $ —        $ —        $ 15,036,731  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net Change in Unrealized Appreciation (Depreciation) on:

                   

Futures contracts

   $ —        $ —        $ (6,840,794   $ —        $ —        $ —        $ (6,840,794
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Average Quarterly Balances of Outstanding Derivative Financial Instruments

 

Futures contracts:

  

Average notional value of contracts —   long

   $ 289,617,630  

For more information about the Master portfolio’s investment risks regarding derivative financial instruments, refer to the Notes to Financial Statements

Fair Value Hierarchy as of Period End

Various inputs are used in determining the fair value of investments and derivative financial instruments. For information about the Master Portfolio’s policy regarding valuation of investments and derivative financial instruments, refer to the Notes to Financial Statements.

The following tables summarize the Master Portfolio’s investments and derivative financial instruments categorized in the disclosure hierarchy:

 

    Level 1     Level 2     Level 3     Total  

Assets:

       

Investments:

       

Long-Term Investments:

       

Common Stocks(a)

  $ 15,598,285,911     $ —       $ —       $ 15,598,285,911  

Short-Term Securities

    395,490,144       —         —         395,490,144  
 

 

 

   

 

 

   

 

 

   

 

 

 
  $ 15,993,776,055     $ —       $ —       $ 15,993,776,055  
 

 

 

   

 

 

   

 

 

   

 

 

 

Derivative Financial Instruments(b)

       

Liabilities:

       

Equity contracts

  $ (5,793,702   $ —       $ —       $ (5,793,702
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

See above Schedule of Investments for values in each industry.

(b)

Derivative financial instruments are futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument.

During the six months ended June 30, 2018, there were no transfers between levels.

See notes to financial statements.

 

8    2018 BLACKROCK SEMI-ANNUAL REPORT TO SHAREHOLDERS


Table of Contents

Statement of Assets and Liabilities (unaudited)

June 30, 2018

 

     S&P 500 Index  
     Master Portfolio  

ASSETS

  

Investments at value — unaffiliated (including securities loaned at value of $ 61,262,247) (cost — $9,996,774,374)

   $ 15,513,718,636  

Investments at value — affiliated (cost — $ 447,397,072)

     480,057,419  

Cash pledged for futures contracts

     14,626,800  

Receivables:

  

Investments sold

     16,299,606  

Dividends — unaffiliated

     12,724,551  

Dividends — affiliated

     477,135  

Variation margin on futures contracts

     271,471  

Securities lending income — affiliated

     19,421  

Prepaid expenses

     24,780  
  

 

 

 

Total assets

     16,038,219,819  
  

 

 

 

LIABILITIES

  

Cash collateral on securities loaned at value

     63,147,649  

Bank overdraft

     814,000  

Payables:

  

Withdrawals to investor

     25,137,957  

Investments purchased

     7,740,942  

Investment advisory fees

     508,223  

Trustees’ fees

     51,162  

Professional fees

     30,015  
  

 

 

 

Total liabilities

     97,429,948  
  

 

 

 

NET ASSETS

   $ 15,940,789,871  
  

 

 

 

NET ASSETS CONSIST OF

  

Investors’ capital

   $ 10,396,978,964  

Net unrealized appreciation (depreciation)

     5,543,810,907  
  

 

 

 

NET ASSETS

   $ 15,940,789,871  
  

 

 

 

See notes to financial statements.

 

FINANCIAL STATEMENTS    9


Table of Contents

Statement of Operations (unaudited)

Six Months Ended June 30, 2018

 

     S&P 500 Index  
     Master Portfolio  

INVESTMENT INCOME

  

Dividends — unaffiliated

   $ 140,070,704  

Dividends — affiliated

     2,973,739  

Securities lending income — affiliated — net

     109,540  

Foreign taxes withheld

     (493,562
  

 

 

 

Total investment income

     142,660,421  
  

 

 

 

EXPENSES

  

Investment advisory

     2,974,237  

Trustees and Officer

     122,834  

Professional

     21,748  
  

 

 

 

Total expenses

     3,118,819  

Less fees waived and/or reimbursed by the Manager

     (238,765
  

 

 

 

Total expenses after fees waived and/or reimbursed

     2,880,054  
  

 

 

 

Net investment income

     139,780,367  
  

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

  

Net realized gain (loss) from:

  

Investments — unaffiliated

     30,019,624  

Investments — affiliated

     (3,062

Futures contracts

     15,036,731  
  

 

 

 
     45,053,293  
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments — unaffiliated

     198,111,608  

Investments — affiliated

     (4,846,255

Futures contracts

     (6,840,794
  

 

 

 
     186,424,559  
  

 

 

 

Net realized and unrealized gain

     231,477,852  
  

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

   $ 371,258,219  
  

 

 

 

See notes to financial statements.

 

10    2018 BLACKROCK SEMI-ANNUAL REPORT TO SHAREHOLDERS


Table of Contents

Statements of Changes in Net Assets

 

     S&P 500 Index Master Portfolio  
     Six Months Ended        
     06/30/18     Year Ended  
     (unaudited)     12/31/17  

INCREASE (DECREASE) IN NET ASSETS

    

OPERATIONS

    

Net investment income

   $ 139,780,367     $ 235,116,198  

Net realized gain

     45,053,293       54,267,728  

Net change in unrealized appreciation (depreciation)

     186,424,559       2,098,921,474  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

     371,258,219       2,388,305,400  
  

 

 

   

 

 

 

CAPITAL TRANSACTIONS

    

Proceeds from contributions

     4,109,278,336       7,322,029,278  

Value of withdrawals

     (2,314,821,064     (5,727,019,300
  

 

 

   

 

 

 

Net increase in net assets derived from capital transactions

     1,794,457,272       1,595,009,978  
  

 

 

   

 

 

 

NET ASSETS

    

Total increase in net assets

     2,165,715,491       3,983,315,378  

Beginning of period

     13,775,074,380       9,791,759,002  
  

 

 

   

 

 

 

End of period

   $ 15,940,789,871     $ 13,775,074,380  
  

 

 

   

 

 

 

See notes to financial statements.

 

FINANCIAL STATEMENTS    11


Table of Contents

Financial Highlights

(For a share outstanding throughout each period)

 

     S&P 500 Index Master Portfolio  
     Six Months Ended
06/30/18
(Unaudited)
                               
    Year Ended December 31,  
    2017     2016     2015     2014     2013  

Total Return

            

Total Return

     2.64 %(a)       21.77     11.92     1.35     13.63     32.33
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios to Average Net Assets

            

Total expenses

     0.04 %(b)       0.04     0.04     0.05     0.05     0.05
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses after fees waived and/or reimbursed

     0.04 %(b)       0.04     0.04     0.04     0.05     0.05
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income

     1.88 %(b)       1.93     2.11     2.00     1.98     2.08
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental Data

            

Net assets, end of period (000)

   $ 15,940,790     $ 13,775,074     $ 9,791,759     $ 7,209,857     $ 5,748,578     $ 5,271,130  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Portfolio turnover rate

     1     11     4     2     3     2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

Aggregate total return.

(b) 

Annualized.

See notes to financial statements.

 

12    2018 BLACKROCK SEMI-ANNUAL REPORT TO SHAREHOLDERS


Table of Contents
Notes to Financial Statements (unaudited)    S&P 500 Index Master Portfolio

1. ORGANIZATION

Master Investment Portfolio (“MIP”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. S&P 500 Index Master Portfolio (the “Master Portfolio”) is a series of MIP. The Master Portfolio is classified as diversified. MIP is organized as a Delaware statutory trust.

The Master Portfolio, together with certain other registered investment companies advised by BlackRock Fund Advisors (the “Manager”) or its affiliates, is included in a complex of open-end funds referred to as the Equity-Liquidity Complex.

2. SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Master Portfolio is considered an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. Below is a summary of significant accounting policies:

Investment Transactions and Income Recognition: For financial reporting purposes, investment transactions are recorded on the dates the transactions are entered into (the “trade dates”). Realized gains and losses on investment transactions are determined on the identified cost basis. Dividend income is recorded on the ex-dividend date. Under the applicable foreign tax laws, a withholding tax at various rates may be imposed on capital gains, dividends and interest. Upon notification from issuers, a portion of the dividend income received from a real estate investment trust may be redesignated as a reduction of cost of the related investment and/or realized gain. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized on an accrual basis.

Segregation and Collateralization: In cases where the Master Portfolio enters into certain investments (e.g., futures contracts) that would be treated as “senior securities” for 1940 Act purposes, the Master Portfolio may segregate or designate on its books and records cash or liquid assets having a market value at least equal to the amount of its future obligations under such investments. Doing so allows the investment to be excluded from treatment as a “senior security.” Furthermore, if required by an exchange or counterparty agreement, the Master Portfolio may be required to deliver/deposit cash and/or securities to/with an exchange, or broker-dealer or custodian as collateral for certain investments or obligations.

Indemnifications: In the normal course of business, the Master Portfolio enters into contracts that contain a variety of representations that provide general indemnification. The Master Portfolio’s maximum exposure under these arrangements is unknown because it involves future potential claims against the Master Portfolio, which cannot be predicted with any certainty.

Other: Expenses directly related to the Master Portfolio are charged to the Master Portfolio. Other operating expenses shared by several funds, including other funds managed by the Manager, are prorated among those funds on the basis of relative net assets or other appropriate methods.

3. INVESTMENT VALUATION AND FAIR VALUE MEASUREMENTS

Investment Valuation Policies: The Master Portfolio’s investments are valued at fair value (also referred to as “market value” within the financial statements) as of the close of trading on the New York Stock Exchange (“NYSE”) (generally 4:00 p.m., Eastern time) (or if the reporting date falls on a day the NYSE is closed, investments are valued at fair value as of the period end). U.S. GAAP defines fair value as the price the Master Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Master Portfolio determines the fair values of its financial instruments using various independent dealers or pricing services under policies approved by the Board of Trustees of MIP (the “Board”). The BlackRock Global Valuation Methodologies Committee (the “Global Valuation Committee”) is the committee formed by management to develop global pricing policies and procedures and to oversee the pricing function for all financial instruments.

Fair Value Inputs and Methodologies: The following methods and inputs are used to establish the fair value of the Master Portfolio’s assets and liabilities:

 

   

Equity investments traded on a recognized securities exchange are valued at the official closing price each day, if available. For equity investments traded on more than one exchange, the official closing price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that day may be valued at the last available bid (long positions) or ask (short positions) price.

 

   

Investments in open-end U.S. mutual funds are valued at net asset value (“NAV”) each business day.

 

   

Futures contracts traded on exchanges are valued at their last sale price.

If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such investments, or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (“Fair Valued Investments”). The fair valuation approaches that may be used by the Global Valuation Committee will include market approach, income approach and cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that the Master Portfolio might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in an arm’s-length transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant and consistent with the principles of fair value measurement. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee thereof on a quarterly basis.

 

NOTES TO FINANCIAL STATEMENTS    13


Table of Contents
Notes to Financial Statements (unaudited) (continued)    S&P 500 Index Master Portfolio

 

Fair Value Hierarchy: Various inputs are used in determining the fair value of investments and derivative financial instruments. These inputs to valuation techniques are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows:

 

   

Level 1 —   Unadjusted price quotations in active markets/exchanges for identical assets or liabilities that the Master Portfolio has the ability to access

 

   

Level 2 —   Other observable inputs (including, but not limited to, quoted prices for similar assets or liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market-corroborated inputs)

 

   

Level 3 —   Unobservable inputs based on the best information available in the circumstances, to the extent observable inputs are not available (including the Master Portfolio’s own assumptions used in determining the fair value of investments and derivative financial instruments)

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Investments classified within Level 3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level 3 investments include equity or debt issued by privately held companies or funds. There may not be a secondary market, and/or there are a limited number of investors. Level 3 investments may also be adjusted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the Global Valuation Committee in the absence of market information.

Changes in valuation techniques may result in transfers into or out of an assigned level within the hierarchy. In accordance with the Master Portfolio’s policy, transfers between different levels of the fair value hierarchy are deemed to have occurred as of the beginning of the reporting period. The categorization of a value determined for investments and derivative financial instruments is based on the pricing transparency of the investments and derivative financial instruments and is not necessarily an indication of the risks associated with investing in those securities.

4. SECURITIES AND OTHER INVESTMENTS

Securities Lending: The Master Portfolio may lend its securities to approved borrowers, such as brokers, dealers and other financial institutions. The borrower pledges and maintains with the Master Portfolio collateral consisting of cash, an irrevocable letter of credit issued by a bank, or securities issued or guaranteed by the U.S. Government. The initial collateral received by the Master Portfolio is required to have a value of at least 102% of the current value of the loaned securities for securities traded on U.S. exchanges and a value of at least 105% for all other securities. The collateral is maintained thereafter at a value equal to at least 100% of the current market value of the securities on loan. The market value of the loaned securities is determined at the close of each business day of the Master Portfolio and any additional required collateral is delivered to the Master Portfolio, or excess collateral returned by the Master Portfolio, on the next business day. During the term of the loan, the Master Portfolio is entitled to all distributions made on or in respect of the loaned securities, but does not receive interest income on securities received as collateral. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

The market value of any securities on loan, all of which were classified as common stocks in the Master Portfolio’s Schedule of Investments, and the value of any related collateral are shown separately in the Statement of Assets and Liabilities as a component of investments at value — unaffiliated, and collateral on securities loaned at value, respectively. As of period end, any securities on loan were collateralized by cash and/or U.S. Government obligations. Cash collateral invested by the securities lending agent, BlackRock Institutional Trust Company, N.A. (“BTC”), if any, is disclosed in the Schedule of Investments.

Securities lending transactions are entered into by the Master Portfolio under Master Securities Lending Agreements (each, an “MSLA”), which provide the right, in the event of default (including bankruptcy or insolvency), for the non-defaulting party to liquidate the collateral and calculate a net exposure to the defaulting party or request additional collateral. In the event that a borrower defaults, the Master Portfolio, as lender, would offset the market value of the collateral received against the market value of the securities loaned. When the value of the collateral is greater than that of the market value of the securities loaned, the lender is left with a net amount payable to the defaulting party. However, bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against such a right of offset in the event of an MSLA counterparty’s bankruptcy or insolvency. Under the MSLA, absent an event of default, the borrower can resell or re-pledge the loaned securities, and the Master Portfolio can reinvest cash collateral received in connection with loaned securities. Upon an event of default, the parties’ obligations to return the securities or collateral to the other party are extinguished, and the parties can resell or re-pledge the loaned securities or the collateral received in connection with the loaned securities in order to satisfy the defaulting party’s net payment obligation for all transactions under the MSLA. The defaulting party remains liable for any deficiency.

As of period end, the following table is a summary of the Master Portfolio’s securities lending agreements by counterparty which are subject to offset under an MSLA:

 

     Securities      Cash Collateral      Net  

Counterparty

   Loaned at Value      Received (a)      Amount  

Barclays Capital, Inc.

   $ 2,574,967      $ (2,574,967    $ —    

BNP Paribas S.A

     3,281,619        (3,281,619      —    

Citigroup Global Markets, Inc.

     11,022,558        (11,022,558      —    

Goldman Sachs & Co.

     13,431,211        (13,431,211      —    

HSBC Bank PLC

     677,915        (677,915   

JP Morgan Securities LLC

     3,149,770        (3,149,770      —    

Mizuho Securities USA, Inc.

     240,652        (240,652      —    

SG Americas Securities LLC

     6,723,992        (6,723,992      —    

State Street Bank & Trust Co.

     11,982,681        (11,982,681      —    

 

14    2018 BLACKROCK SEMI-ANNUAL REPORT TO SHAREHOLDERS


Table of Contents
Notes to Financial Statements (unaudited) (continued)    S&P 500 Index Master Portfolio

 

     Securities      Cash Collateral      Net  

Counterparty

   Loaned at Value      Received (a)      Amount  

UBS AG

   $ 6,976,369      $ (6,976,369    $ —    

Wachovia Bank N.A

     1,200,513        (1,200,513      —    
  

 

 

    

 

 

    

 

 

 
   $ 61,262,247      $ (61,262,247    $ —    
  

 

 

    

 

 

    

 

 

 

 

(a)

Cash collateral with a value of $63,147,649 has been received in connection with securities lending agreements. Collateral received in excess of the value of securities loaned from the individual counterparty is not shown for financial reporting purposes in the table above.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Master Portfolio benefits from a borrower default indemnity provided by BlackRock, Inc. (“BlackRock”). BlackRock’s indemnity allows for full replacement of the securities loaned if the collateral received does not cover the value on the securities loaned in the event of borrower default. The Master Portfolio could incur a loss if the value of an investment purchased with cash collateral falls below the market value of loaned securities or if the value of an investment purchased with cash collateral falls below the value of the original cash collateral received.

5. DERIVATIVE FINANCIAL INSTRUMENTS

The Master Portfolio engages in various portfolio investment strategies using derivative contracts both to increase the returns of the Master Portfolio and/or to manage its exposure to certain risks such as credit risk, equity risk, interest rate risk, foreign currency exchange rate risk, commodity price risk or other risks (e.g., inflation risk). Derivative financial instruments categorized by risk exposure are included in the Schedule of Investments. These contracts may be transacted on an exchange or over-the-counter (“OTC”).

Futures Contracts: Futures contracts are purchased or sold to gain exposure to, or manage exposure to, changes in interest rates (interest rate risk), and changes in the value of equity securities (equity risk) or foreign currencies (foreign currency exchange rate risk).

Futures contracts are agreements between the Master Portfolio and a counterparty to buy or sell a specific quantity of an underlying instrument at a specified price and on a specified date. Depending on the terms of a contract, it is settled either through physical delivery of the underlying instrument on the settlement date or by payment of a cash amount on the settlement date. Upon entering into a futures contract, the Master Portfolio is required to deposit initial margin with the broker in the form of cash or securities in an amount that varies depending on a contract’s size and risk profile. The initial margin deposit must then be maintained at an established level over the life of the contract. Amounts pledged, which are considered restricted, are included in cash pledged for futures contracts on the Statement of Assets and Liabilities.

Securities deposited as initial margin are designated in the Schedule of Investments and cash deposited, if any, is shown as cash pledged for futures contracts in the Statement of Assets and Liabilities. Pursuant to the contract, the Master Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in market value of the contract (“variation margin”). Variation margin is recorded as unrealized appreciation (depreciation) and, if any, shown as variation margin receivable (or payable) on futures contracts in the Statement of Assets and Liabilities. When the contract is closed, a realized gain or loss is recorded in the Statement of Operations equal to the difference between the notional amount of the contract at the time it was opened and the notional amount at the time it was closed. The use of futures contracts involves the risk of an imperfect correlation in the movements in the price of futures contracts and interest, foreign currency exchange rates or underlying assets.

6. INVESTMENT ADVISORY AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

The PNC Financial Services Group, Inc. (“PNC”) is the largest stockholder and an affiliate of BlackRock, Inc. for 1940 Act purposes.

Investment Advisory: MIP, on behalf of the Master Portfolio, entered into an Investment Advisory Agreement with the Manager, the Master Portfolio’s investment adviser, an indirect, wholly owned subsidiary of BlackRock, to provide investment advisory services. The Manager is responsible for the management of the Master Portfolio’s portfolio and provides the personnel, facilities, equipment and certain other services necessary to the operations of the Master Portfolio.

For such services, the Master Portfolio pays the Manager a monthly fee at an annual rate equal to 0.04% of the average daily value of the Master Portfolio’s net assets.

Administration: MIP, on behalf of the Master Portfolio, entered into an Administration Agreement with BlackRock Advisors, LLC (“BAL”), which has agreed to provide general administration services (other than investment advice and related portfolio activities). BAL, in consideration thereof, has agreed to bear all of the Master Portfolio’s ordinary operating expenses, excluding, generally, investment advisory fees, distribution fees, brokerage and other expenses related to the execution of portfolio transactions, extraordinary expenses and certain other expenses which are borne by the Master Portfolio.

BAL is not entitled to compensation for providing administrative services to the Master Portfolio, for so long as BAL (or an affiliate) is entitled to compensation for providing administrative services to corresponding feeder funds that invest substantially all of their assets in the Master Portfolio, or BAL (or an affiliate) receives investment advisory fees from the Master Portfolio.

Expense Waivers and Reimbursements: The fees and expenses of the Master Portfolio’s trustees who are not “interested persons” of MIP, as defined in the 1940 Act (“Independent Trustees”), counsel to the Independent Trustees and the MIP’s independent registered public accounting firm (together, the “independent expenses”) are paid directly by the Master Portfolio. BAL has contractually agreed to reimburse the Master Portfolio or provide an offsetting credit against the administration fees paid by the Master Portfolio in an amount equal to the independent expenses through April 30, 2019. For the six months ended June 30, 2018, the amount waived was $144,582.

With respect to the Master Portfolio, the Manager voluntarily agreed to waive its investment advisory fees by the amount of investment advisory fees the Master Portfolio pays to the Manager indirectly through its investment in affiliated money market funds (the “affiliated money market fund waiver”). This amount is included in fees waived and/or reimbursed by the Manager in the Statement of Operations. For the six months ended June 30, 2018, the amount waived was $94,183.

 

NOTES TO FINANCIAL STATEMENTS    15


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Notes to Financial Statements (unaudited) (continued)    S&P 500 Index Master Portfolio

 

The Manager has contractually agreed to waive its investment advisory fee with respect to any portion of the Master Portfolio’s assets invested in affiliated equity and fixed-income mutual funds and affiliated exchange-traded funds that have a contractual management fee through June 30, 2019. The contractual agreement may be terminated on 90 days’ notice by a majority of the trustees, or by a vote of a majority of the outstanding voting securities of the Master Portfolio. For six months ended June 30, 2018, there were no fees waived by the Manager.

Securities Lending: The U.S. Securities and Exchange Commission (“SEC”) has issued an exemptive order which permits BTC, an affiliate of the Manager, to serve as securities lending agent for the Master Portfolio, subject to applicable conditions. As securities lending agent, BTC bears all operational costs directly related to securities lending. The Master Portfolio is responsible for fees in connection with the investment of cash collateral received for securities on loan (the “collateral investment fees”). The cash collateral is invested in a money market fund managed by the Manager or its affiliates. However, BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Master Portfolio bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales load, distribution fee or service fee. The money market fund in which the cash collateral has been invested may, under certain circumstances, impose a liquidity fee of up to 2% of the value redeemed or temporarily restrict redemptions for up to 10 business days during a 90 day period, in the event that the money market fund’s weekly liquid assets fall below certain thresholds.

Securities lending income is equal to the total of income earned from the reinvestment of cash collateral, net of fees and other payments to and from borrowers of securities, and less the collateral investment fees. The Master Portfolio retains a portion of securities lending income and remits a remaining portion to BTC as compensation for its services as securities lending agent.

Pursuant to a securities lending agreement, the Master Portfolio retains 71.5% of securities lending income, and this amount retained can never be less than 65% of the total of securities lending income plus the collateral investment fees. In addition, commencing the business day following the date that the aggregate securities lending income earned across certain funds in the Equity-Liquidity Complex in a calendar year exceeds a specified threshold, the Master Portfolio, pursuant to the securities lending agreement, will retain for the remainder of the calendar year securities lending income in an amount equal to 75% of securities lending income, and this amount retained can never be less than 65% of the total of securities lending income plus the collateral investment fees.

The share of securities lending income earned by the Master Portfolio is shown as securities lending income — affiliated — net in the Statement of Operations. For the six months ended June 30, 2018, the Master Portfolio paid BTC $43,640 in total for securities lending agent services and collateral investment fees.

Interfund Lending: In accordance with an exemptive order (the “Order”) from the SEC, the Master Portfolio may participate in a joint lending and borrowing facility for temporary purposes (the “Interfund Lending Program”), subject to compliance with the terms and conditions of the Order, and to the extent permitted by the Master Portfolio’s investment policies and restrictions. The Master Portfolio is currently permitted to borrow and lend under the Interfund Lending Program.

A lending BlackRock fund may lend in aggregate up to 15% of its net assets, but may not lend more than 5% of its net assets to any one borrowing fund through the Interfund Lending Program. A borrowing BlackRock fund may not borrow through the Interfund Lending Program or from any other source more than 33 1/3% of its total assets (or any lower threshold provided for by the fund’s investment restrictions). If a borrowing BlackRock fund’s total outstanding borrowings exceed 10% of its total assets, each of its outstanding interfund loans will be subject to collateralization of at least 102% of the outstanding principal value of the loan. All interfund loans are for temporary or emergency purposes and the interest rate to be charged will be the average of the highest current overnight repurchase agreement rate available to a lending fund and the bank loan rate, as calculated according to a formula established by the Board.

During the period ended June 30, 2018, the Master Portfolio did not participate in the Interfund Lending Program.

Trustees and Officers: Certain Trustees and/or officers of MIP are directors and/or officers of BlackRock or its affiliates.

Other Transactions: The Master Portfolio may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment adviser, common officers, or common trustees. For the six months ended June 30, 2018, the purchase and sale transactions and any net realized gains (losses) with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were as follows:

 

Purchases

   Sales      Net Realized
Gain (Loss)
 

$287,742,207

   $ 45,737,005      $ (2,558,810

7. PURCHASES AND SALES

For the six months ended June 30, 2018, purchases and sales of investments, excluding short-term securities, were $1,897,373,274 and $178,069,508, respectively.

8. INCOME TAX INFORMATION

The Master Portfolio is classified as a partnership for U.S. federal income tax purposes. As such, each investor in the Master Portfolio is treated as the owner of its proportionate share of net assets, income, expenses and realized and unrealized gains and losses of the Master Portfolio. Therefore, no U.S. federal income tax provision is required. It is intended that the Master Portfolio’s assets will be managed so an investor in the Master Portfolio can satisfy the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended.

The Master Portfolio files U.S. federal and various state and local tax returns. No income tax returns are currently under examination. The statute of limitations on the Master Portfolio’s U.S. federal tax returns generally remains open for each of the four years ended December 31, 2017. The statutes of limitations on the Master Portfolio’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.

 

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Notes to Financial Statements (unaudited) (continued)    S&P 500 Index Master Portfolio

 

Management has analyzed tax laws and regulations and their application to the Master Portfolio as of June 30, 2018, inclusive of the open tax return years, and does not believe that there are any uncertain tax positions that require recognition of a tax liability in the Master Portfolio’s financial statements.

As of June 30, 2018, gross unrealized appreciation and depreciation for investments and derivatives based on cost for U.S. federal income tax purposes were as follows:

 

Tax cost

   $ 10,154,128,827  
  

 

 

 

Gross unrealized appreciation

     6,093,786,224  

Gross unrealized depreciation

     (259,932,698
  

 

 

 

Net unrealized appreciation

   $ 5,833,853,526  
  

 

 

 

The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Certain provisions of the Act were effective upon enactment with the remainder becoming effective for tax years beginning after December 31, 2017. Although the Act does not amend any provisions directly related to the qualification or taxation of regulated investment companies (“RICs”), the Act does change the taxation of entities in which some RICs invest, the tax treatment of income derived from those entities and the taxation of RIC shareholders. While management does not anticipate significant impact to the Master Portfolio or to its investors, there is uncertainty in the application of certain provisions in the Act. Specifically, provisions in the Act may increase the amount of or accelerate the recognition of taxable income and may limit the deductibility of certain expenses by RICs. Until full clarity around these provisions is obtained, the impact on the Master Portfolio’s financial statements, if any, cannot be fully determined.

9. BANK BORROWINGS

MIP, on behalf of the Master Portfolio, along with certain other funds managed by the Manager and its affiliates (“Participating Funds”), is a party to a 364-day, $2.25 billion credit agreement with a group of lenders. Under this agreement, the Master Portfolio may borrow to fund shareholder redemptions. Excluding commitments designated for certain individual funds, the Participating Funds, including the Master Portfolio, can borrow up to an aggregate commitment amount of $1.75 billion at any time outstanding, subject to asset coverage and other limitations as specified in the agreement. The credit agreement has the following terms: a fee of 0.10% per annum on unused commitment amounts and interest at a rate equal to the higher of (a) one-month LIBOR (but, in any event, not less than 0.00%) on the date the loan is made plus 0.80% per annum or (b) the Fed Funds rate (but, in any event, not less than 0.00%) in effect from time to time plus 0.80% per annum on amounts borrowed. The agreement expires in April 2019 unless extended or renewed. Prior to April 19, 2018, the aggregate commitment amount was $2.1 billion and the fee was 0.12% per annum. Participating Funds paid an upfront commitment fee of 0.02% on the total commitment amounts, in addition to administration, legal and arrangement fees, which are included in miscellaneous expenses in the Statement of Operations. These fees were allocated among such funds based upon portions of the aggregate commitment available to them and relative net assets of Participating Funds. During the six months ended June 30, 2018, the Master Portfolio did not borrow under the credit agreement.

10. PRINCIPAL RISKS

In the normal course of business, the Master Portfolio invests in securities or other instruments and may enter into certain transactions, and such activities subject the Master Portfolio to various risks, including among others, fluctuations in the market (market risk) or failure of an issuer to meet all of its obligations. The value of securities or other instruments may also be affected by various factors, including, without limitation: (i) the general economy; (ii) the overall market as well as local, regional or global political and/or social instability; (iii) regulation, taxation or international tax treaties between various countries; or (iv) currency, interest rate and price fluctuations. The Master Portfolio’s prospectus provides details of the risks to which the Master Portfolio is subject.

The Master Portfolio may be exposed to additional risks when reinvesting cash collateral in money market funds that do not seek to maintain a stable NAV per share of $1.00 and which may be subject to redemption gates or liquidity fees under certain circumstances.

Valuation Risk: The market values of equities, such as common stocks and preferred securities or equity related investments, such as futures and options, may decline due to general market conditions which are not specifically related to a particular company. They may also decline due to factors which affect a particular industry or industries. The Master Portfolio may invest in illiquid investments and may experience difficulty in selling those investments in a timely manner at the price that it believes the investments are worth. Prices may fluctuate widely over short or extended periods in response to company, market or economic news. Markets also tend to move in cycles, with periods of rising and falling prices. This volatility may cause the Master Portfolio’s NAV to experience significant increases or decreases over short periods of time. If there is a general decline in the securities and other markets, the NAV of the Master Portfolio may lose value, regardless of the individual results of the securities and other instruments in which the Master Portfolio invests.

Counterparty Credit Risk: The Master Portfolio may be exposed to counterparty credit risk, or the risk that an entity may fail to or be unable to perform on its commitments related to unsettled or open transactions. The Master Portfolio manages counterparty credit risk by entering into transactions only with counterparties that the Manager believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties. Financial assets, which potentially expose the Master Portfolio to market, issuer and counterparty credit risks, consist principally of financial instruments and receivables due from counterparties. The extent of the Master Portfolio’s exposure to market, issuer and counterparty credit risks with respect to these financial assets is approximately their value recorded in the Statement of Assets and Liabilities, less any collateral held by the Master Portfolio.

A derivative contract may suffer a mark-to-market loss if the value of the contract decreases due to an unfavorable change in the market rates or values of the underlying instrument. Losses can also occur if the counterparty does not perform under the contract.

With exchange-traded futures, there is less counterparty credit risk to the Master Portfolio since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Master Portfolio does not have a contractual right of offset against a clearing broker or clearinghouse

 

NOTES TO FINANCIAL STATEMENTS    17


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Notes to Financial Statements (unaudited) (continued)    S&P 500 Index Master Portfolio

 

in the event of a default (including the bankruptcy or insolvency). Additionally, credit risk exists in exchange-traded futures with respect to initial and variation margin that is held in a clearing broker’s customer accounts. While clearing brokers are required to segregate customer margin from their own assets, in the event that a clearing broker becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the clearing broker for all its clients, typically the shortfall would be allocated on a pro rata basis across all the clearing broker’s customers, potentially resulting in losses to the Master Portfolio.

11. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Master Portfolio through the date the financial statements were issued and has determined that there were no subsequent events requiring adjustment or additional disclosure in the financial statements.

 

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Table of Contents
Disclosure of Investment Advisory Agreement    S&P 500 Index Master Portfolio

 

The Board of Trustees (the “Board,” the members of which are referred to as “Board Members”) of Master Investment Portfolio (the “Master Fund”) met in person on April 19, 2018 (the “April Meeting”) and May 17-18, 2018 (the “May Meeting”) to consider the approval of the investment advisory agreement (the “Agreement”) between the Master Fund, on behalf of S&P 500 Index Master Portfolio (the “Master Portfolio”), a series of the Master Fund, and BlackRock Fund Advisors (the “Manager” or “BlackRock”), the Master Fund’s investment advisor.

Activities and Composition of the Board

On the date of the May Meeting, the Board consisted of thirteen individuals, eleven of whom were not “interested persons” of the Master Fund 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 Master Fund 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 Chair 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 and Contract Committee and an Executive Committee, each of which is chaired by an Independent Board Member and composed of Independent Board Members (except for the Executive Committee, 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 typically extending for two days, and additional in-person and telephonic meetings throughout the year, as needed. The Board also has a fifth one-day meeting to consider specific information surrounding the consideration of renewing the Agreement. The Board’s consideration of the Agreement is a year-long deliberative process, during which the Board assessed, among other things, the nature, extent and quality of the services provided to the Master Portfolio by BlackRock, BlackRock’s personnel and affiliates, including (as applicable) investment management; accounting, administrative and shareholder services; oversight of the Master Portfolio service providers; marketing and promotional services; risk management and oversight; legal and compliance services; and ability to meet 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 the Master Portfolio and its interest holders. BlackRock also furnished additional information to the Board in response to specific questions from the Board. This additional information is discussed further below in the section titled “Board Considerations in Approving the Agreement.” Among the matters the Board considered were: (a) investment performance of an affiliated feeder fund that invests all of its investable assets in the Master Portfolio (the “representative feeder fund”) for one-year, three-year, five-year, ten-year and/or since inception periods, as applicable, against peer funds, applicable benchmark, and performance metrics, as applicable, as well as senior management’s and portfolio managers’ analysis of the reasons for any over-performance or underperformance relative to its peers, benchmarks, and other performance metrics, as applicable; (b) fees, including advisory, administration, if applicable, and other amounts paid to BlackRock and its affiliates by the Master Portfolio for services; (c) the Master Portfolio’s operating expenses and how BlackRock allocates expenses to the Master Portfolio; (d) the resources devoted to, risk oversight of, and compliance reports relating to, implementation of the Master Portfolio’s investment objective(s), policies and restrictions, and meeting regulatory requirements; (e) the Master Fund’s adherence to its compliance policies and procedures; (f) the nature, character and scope of non-investment management services provided by BlackRock and its affiliates and the estimated cost of such services; (g) BlackRock’s and other service providers’ internal controls and risk and compliance oversight mechanisms; (h) BlackRock’s implementation of the proxy voting policies approved by the Board; (i) the use of brokerage commissions and execution quality of portfolio transactions; (j) BlackRock’s implementation of the Master Fund’s valuation and liquidity procedures; (k) an analysis of management fees for products with similar investment mandates across the open-end fund, exchange-traded fund (“ETF”), closed-end fund, sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable, and the similarities and differences between these products and the services provided as compared to the Master Portfolio; (l) BlackRock’s compensation methodology for its investment professionals and the incentives and accountability it creates, along with investment professionals’ investments in the fund(s) they manage; and (m) periodic updates on BlackRock’s business.

Board Considerations in Approving the Agreement

The Approval Process: Prior to the April Meeting, the Board requested and received materials specifically relating to the Agreement. The Board is continuously engaged in a process with its independent legal counsel and BlackRock to review the nature and scope of the information provided to better assist its deliberations. The materials provided in connection with the April Meeting included, among other things: (a) information independently compiled and prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) based on either a Lipper Classification or Morningstar category, regarding the fees and expenses of the Master Portfolio and the representative feeder fund, as applicable, as compared with a peer group of funds as determined by Broadridge (“Expense Peers”) and the investment performance of the representative feeder fund as compared with a peer group of funds (“Performance Peers”) and other metrics, as applicable; (b) information on the composition of the Expense Peers and Performance Peers, and a description of Broadridge’s methodology; (c) information on the estimated profits realized by BlackRock and its affiliates pursuant to the Agreement and a discussion of fall-out benefits to BlackRock and its affiliates; (d) a general analysis provided by BlackRock concerning investment management fees received in connection with other types of investment products, such as institutional accounts, sub-advised mutual funds, ETFs, closed-end funds, open-end funds and separately managed accounts under similar investment mandates, as well as the performance of such other products, as applicable; (e) review of non-management fees; (f) the existence and impact of potential economies of scale, if any, and the sharing of potential economies of scale with the Master Portfolio; (g) a summary of aggregate amounts paid by the Master Portfolio to BlackRock; and (h) various additional information requested by the Board as appropriate regarding BlackRock’s and the Master Portfolio’s operations.

At the April Meeting, the Board reviewed materials relating to its consideration of the Agreement. As a result of the discussions that occurred during the April Meeting, and as a culmination of the Board’s 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 Meeting.

 

DISCLOSURE OF INVESTMENT ADVISORY AGREEMENT    19


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Disclosure of Investment Advisory Agreement (continued)    S&P 500 Index Master Portfolio

 

At the May Meeting, the Board considered, among other things: (a) the nature, extent and quality of the services provided by BlackRock; (b) the investment performance of the Master Portfolio as compared with the representative feeder fund’s Performance Peers and other metrics, as applicable; (c) the advisory fee and the estimated cost of the services and estimated profits realized by BlackRock and its affiliates from their relationship with the Master Portfolio; (d) the representative feeder fund’s fees and expenses compared to its Expense Peers; (e) the sharing of potential economies of scale; (f) fall-out benefits to BlackRock and its affiliates as a result of BlackRock’s relationship with the Master Portfolio; and (g) other factors deemed relevant by the Board Members.

The Board also considered other matters it deemed important to the approval process, such as other payments made to BlackRock or its affiliates, securities lending and cash management, services related to the valuation and pricing of portfolio holdings of the Master Portfolio, and advice from independent legal counsel with respect to the review process and materials submitted for the Board’s 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 determinative, 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 the Master Portfolio. Throughout the year, the Board compared the representative feeder fund’s performance to the performance of a comparable group of mutual funds, relevant benchmark, and performance metrics, as applicable. The Board met with BlackRock’s senior management personnel responsible for investment activities, including the senior investment officers. The Board also reviewed the materials provided by the Master Portfolio’s portfolio management team discussing the performance of the Master Portfolio and the representative feeder fund and the Master Portfolio’s investment objective(s), strategies and outlook.

The Board considered, among other factors, with respect to BlackRock: the number, education and experience of investment personnel generally and the Master Portfolio’s portfolio management team; BlackRock’s research capabilities; investments by portfolio managers in the funds they manage; portfolio trading capabilities; use of technology; commitment to compliance; credit analysis capabilities; risk analysis and oversight capabilities; and the approach to training and retaining portfolio managers and other research, advisory and management personnel. The Board also considered BlackRock’s overall risk management program, including the continued efforts of BlackRock and its affiliates to address cybersecurity risks and the role of BlackRock’s Risk & Quantitative Analysis Group. The Board engaged in a review of BlackRock’s compensation structure with respect to the Master Portfolio’s portfolio management team and BlackRock’s ability to attract and retain high-quality talent and create performance incentives.

In addition to investment advisory services, the Board considered the quality of the administrative and other non-investment advisory services provided to the Master Portfolio. BlackRock and its affiliates provide the Master Portfolio with certain administrative, shareholder and other services (in addition to any such services provided to the Master Portfolio by third parties) and officers and other personnel as are necessary for the operations of the Master Portfolio. In particular, BlackRock and its affiliates provide the Master Portfolio with administrative services including, among others: (i) responsibility for disclosure documents, such as the prospectus, the summary prospectus (as applicable), the statement of additional information and periodic shareholder reports; (ii) oversight of daily accounting and pricing; (iii) responsibility for periodic filings with regulators; (iv) overseeing and coordinating the activities of other service providers, including, among others, the Master Portfolio’s custodian, fund accountant, transfer agent, and auditor; (v) organizing Board meetings and preparing the materials for such Board meetings; (vi) providing legal and compliance support; (vii) furnishing analytical and other support to assist the Board in its consideration of strategic issues such as the merger, consolidation or repurposing of certain open-end funds; and (viii) performing administrative functions necessary for the operation of the Master Portfolio, such as tax reporting, expense management, fulfilling regulatory filing requirements, and shareholder call center and other services. The Board reviewed the structure and duties of BlackRock’s fund administration, shareholder services, and legal & compliance departments and considered BlackRock’s policies and procedures for assuring compliance with applicable laws and regulations.

B. The Investment Performance of the Master Portfolio and BlackRock: The Board, including the Independent Board Members, also reviewed and considered the performance history of the Master Portfolio. The Board noted that the representative feeder fund’s investment results correspond directly to the investment results of the Master Portfolio. In preparation for the April Meeting, the Board was provided with reports independently prepared by Broadridge, which included a comprehensive analysis of the representative feeder fund’s performance as of December 31, 2017. Broadridge ranks funds in quartiles, ranging from first to fourth, where first is the most desirable quartile position and fourth is the least desirable. In connection with its review, the Board received and reviewed information regarding the investment performance of the representative feeder fund as compared to its Performance Peers and the performance of the representative feeder fund as compared with its benchmark. The Board and its Performance Oversight and Contract Committee regularly review, and meet with Master Portfolio management to discuss, the performance of the Master Portfolio and the representative feeder fund, as applicable, throughout the year.

In evaluating performance, the Board recognized that the performance data reflects a snapshot of a period as of a particular date and that selecting a different performance period could produce significantly different results. Further, the Board recognized that it is possible that long-term performance can be impacted by even one period of significant outperformance or underperformance so that a single investment theme has the ability to affect long-term performance disproportionately.

The Board noted that for the past five one-year periods reported, the representative feeder fund’s net performance was within the tolerance range of its benchmark for three of the five periods. BlackRock believes that net performance relative to the benchmark is an appropriate performance metric for the representative feeder fund. The Board and BlackRock reviewed the representative feeder fund’s out of tolerance performance over the applicable periods. The Board was informed that, among other things, the representative feeder fund underperformed its benchmark and breached its lower tolerance, primarily driven by negative performance stemming from the impact of post-notified flows. Post-notified activity is a source of performance variation, relative to the benchmark, because the flow information is received after the close of the effective date of the activity introducing either a drag or boost to performance.

C. Consideration of the Advisory/Management Fees and the Estimated Cost of the Services and Estimated Profits Realized by BlackRock and its Affiliates from their Relationship with the Master Portfolio: The Board, including the Independent Board Members, reviewed the Master Portfolio’s contractual advisory fee rate compared with those of the representative feeder fund’s Expense Peers. The contractual advisory fee rate is shown before taking into account any reimbursements or fee waivers. The Board also compared the representative feeder fund’s total expense ratio, as well as the Master Portfolio’s actual advisory fee rate, to those of the representative feeder fund’s Expense Peers. The total expense ratio represents a fund’s total net operating expenses, including any 12b-1 or non 12b-1 service fees. The

 

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Disclosure of Investment Advisory Agreement (continued)    S&P 500 Index Master Portfolio

 

total expense ratio gives effect to any expense reimbursements or fee waivers that benefit a fund, and the actual advisory fee rate gives effect to any advisory fee reimbursements or waivers that benefit a fund. The Board considered the services provided and the fees charged by BlackRock and its affiliates to other types of clients with similar investment mandates, as applicable, including institutional accounts and sub-advised mutual funds (including mutual funds sponsored by third parties).

The Board received and reviewed statements relating to BlackRock’s financial condition. The Board reviewed BlackRock’s profitability methodology and was also provided with an estimated profitability analysis that detailed the revenues earned and the expenses incurred by BlackRock for services provided to the Master Portfolio. The Board reviewed BlackRock’s estimated profitability with respect to the Master Portfolio and other funds the Board currently oversees for the year ended December 31, 2017 compared to available aggregate estimated profitability data provided for the prior two years. The Board reviewed BlackRock’s estimated profitability with respect to certain other U.S. fund complexes managed by the Manager and/or its affiliates. The Board reviewed BlackRock’s assumptions and methodology of allocating expenses in the estimated 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, precision of expense allocations and business mix. As a result, calculating and comparing profitability at individual fund levels is difficult.

The Board noted that, in general, individual fund or product line profitability of other advisors is not publicly available. The Board reviewed BlackRock’s overall operating margin, in general, compared to that of certain other publicly-traded asset management firms. The Board considered the differences between BlackRock and these other firms, including the contribution of technology at BlackRock, BlackRock’s expense management, and the relative product mix.

In addition, the Board considered the estimated cost of the services provided to the Master Portfolio by BlackRock, and BlackRock’s and its affiliates’ estimated profits relating to the management and distribution of the Master Portfolio and the other funds advised by BlackRock and its affiliates. As part of its analysis, the Board reviewed BlackRock’s methodology in allocating its costs of managing the Master Portfolio, to the Master Portfolio. The Board 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 further considered factors including but not limited to BlackRock’s commitment of time, assumption of risk and liability profile in servicing the Master Portfolio in contrast to what is required of BlackRock with respect to other products with similar investment mandates across the open-end fund, ETF, closed-end fund, sub-advised mutual fund, separately managed account, collective investment trust, and institutional separate account product channels, as applicable.

The Board noted that the Master Portfolio’s contractual advisory fee rate ranked in the first quartile, and that the actual advisory fee rate and the representative feeder fund’s total expense ratio ranked in the first and second quartiles, respectively, relative to the representative feeder fund’s Expense Peers. The Board also noted that BlackRock and its affiliates have contractually agreed to reimburse or otherwise compensate the Master Portfolio for the fees and expenses of the Independent Board Members, counsel to the Independent Board Members and the Master Portfolio’s independent registered public accounting firm.

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 the Master Portfolio increase, including the existence of fee waivers and/or expense caps, as applicable, noting that any contractual fee waivers and expense caps had been approved by the Board. The Board also considered the extent to which the Master Portfolio benefits from such economies in a variety of ways and whether there should be changes in the advisory fee rate or breakpoint structure in order to enable the Master Portfolio to more fully participate in these economies of scale. The Board considered the Master Portfolio’s asset levels and whether the current fee schedule was appropriate.

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 BlackRock’s respective relationships with the Master Portfolio, both tangible and intangible, such as BlackRock’s ability to leverage its investment professionals who manage other portfolios and risk management personnel, an increase in BlackRock’s profile in the investment advisory community, and the engagement of BlackRock’s affiliates as service providers to the Master Portfolio, including for administrative, distribution, securities lending and cash management services. The Board also considered BlackRock’s overall operations and its efforts to expand the scale of, and improve the quality of, its operations. The Board also noted that, subject to applicable law, 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 a number of its other client accounts.

In connection with its consideration of the Agreement, the Board also received information regarding BlackRock’s brokerage and soft dollar practices. The Board received reports from BlackRock which included information on brokerage commissions and trade execution practices throughout the year.

Conclusion

The Board, including the Independent Board Members, approved the continuation of the Agreement between the Manager and the Master Fund, with respect to the Master Portfolio, for a one-year term ending June 30, 2019. Based upon its evaluation of all of the aforementioned factors in their totality, as well as other information, the Board of the Master Fund, including the Independent Board Members, was satisfied that the terms of the Agreement were fair and reasonable and in the best interest of the Master Portfolio and its interest holders. 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.

 

DISCLOSURE OF INVESTMENT ADVISORY AGREEMENT    21


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Trustee and Officer Information

Rodney D. Johnson, Chair of the Board and Trustee

Mark Stalnecker, Chair of the Board and Trustee

Susan J. Carter, Trustee

Collette Chilton, Trustee

Neil A. Cotty, Trustee

Cynthia A. Montgomery, Trustee

Joseph P. Platt, Trustee

Robert C. Robb, Jr., Trustee

Kenneth L. Urish, Trustee

Claire A. Walton, Trustee

Frederick W. Winter, Trustee

Robert Fairbairn, Trustee

John M. Perlowski, Trustee and President and Chief Executive Officer

Thomas Callahan, Vice President

Jennifer McGovern, Vice President

Neal J. Andrews, Chief Financial Officer

Jay M. Fife, Treasurer

Charles Park, Chief Compliance Officer

John MacKessy, Anti-Money Laundering Compliance Officer

Benjamin Archibald, Secretary

Effective February 22, 2018, Barbara Novick resigned, and Robert Fairbairn was appointed, as an Interested Trustee of the Trust/MIP.

Effective May 17, 2018, John MacKessy replaced Fernanda Pirdra as the Anti-Money Laundering Compliance Officer of the Trust/MIP.

 

Administrator    Transfer Agent
BlackRock Advisors, LLC    BNY Mellon Investment Servicing (US) Inc.
Wilmington, DE 19809    Wilmington, DE 19809
Investment Adviser    Distributor
BlackRock Fund Advisors    BlackRock Investments, LLC
San Francisco, CA 94105    New York, NY 10022
Accounting Agent and Custodian    Independent Registered Public Accounting Firm
State Street Bank and Trust Company    PricewaterhouseCoopers LLP
Boston, MA 02111    Philadelphia, PA 19103
   Legal Counsel
   Sidley Austin LLP
   New York, NY 10019
   Address of the Trust/MIP
   400 Howard Street
   San Francisco, CA 94105

 

22    2018 BLACKROCK SEMI-ANNUAL REPORT TO SHAREHOLDERS


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Additional Information

General Information

Householding

The Fund will mail only one copy of shareholder documents, including prospectuses, annual and semi-annual reports and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. 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 call the Fund at (800) 441-7762.

Availability of Quarterly Schedule of Investments

The Fund/Master Portfolio file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s/Master Portfolio’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room or how to access documents on the SEC’s website without charge may be obtained by calling (800) SEC-0330. The Fund’s/Master Portfolio’s Forms N-Q may also be obtained upon request and without charge by calling (800) 441-7762.

Availability of Proxy Voting Policies and Procedures

A description of the policies and procedures that the Fund/Master Portfolio use to determine how to vote proxies relating to portfolio securities is available upon request and without charge (1) by calling (800) 441-7762; (2) at http://www.blackrock.com; and (3) on the SEC’s website at http://www.sec.gov.

Availability of Proxy Voting Record

Information about how the Fund/Master Portfolio voted proxies relating to securities held in the Fund’s/Master Portfolio’s portfolio during the most recent 12-month period ended June 30 is available upon request and without charge (1) at http://www.blackrock.com; or by calling (800) 441-7762; and (2) on the SEC’s website at http://www.sec.gov.

BlackRock’s Mutual Fund Family

BlackRock offers a diverse lineup of open-end mutual funds crossing all investment styles and managed by experts in equity, fixed income and tax-exempt investing. Visit http://www.blackrock.com for more information.

Shareholder Privileges

Account Information

Call us at (800) 441-7762 from 8:00 AM to 6:00 PM ET on any business day to get information about your account balances, recent transactions and share prices. You can also reach us on the Web at http://www.blackrock.com.

Automatic Investment Plans

Investor Class shareholders who want to invest regularly can arrange to have $50 or more automatically deducted from their checking or savings account and invested in any of the BlackRock funds.

Systematic Withdrawal Plans

Investor Class shareholders can establish a systematic withdrawal plan and receive periodic payments of $50 or more from their BlackRock funds, as long as their account balance is at least $10,000.

Retirement Plans

Shareholders may make investments in conjunction with Traditional, Rollover, Roth, Coverdell, Simple IRAs, SEP IRAs and 403(b) Plans.

 

ADDITIONAL INFORMATION    23


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Additional Information (continued)

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 non-public 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.

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 non-public 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 websites.

BlackRock does not sell or disclose to non-affiliated third parties any non-public 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 non-affiliated 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 non-public 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 non-public personal information of its Clients, including procedures relating to the proper storage and disposal of such information.

 

24    2018 BLACKROCK SEMI-ANNUAL REPORT TO SHAREHOLDERS


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Appendix B

PROXY VOTING POLICIES AND PROCEDURES AND QUARTERLY PORTFOLIO HOLDINGS

(unaudited)

A description of the Transamerica Funds’ proxy voting policies and procedures is available in the Statements of Additional Information of the Funds, available without charge upon request by calling 1-888-233-4339 (toll free) or on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

In addition, the Funds are required to file Form N-PX, with their complete proxy voting records for the 12 months ended June 30th, no later than August 31st of each year. The Form is available without charge: (1) from the Funds, upon request by calling 1-888-233-4339; and (2) on the SEC’s website at http://www.sec.gov.

The Transamerica Funds and the Master Portfolio file their complete schedule of portfolio holdings with the SEC for the first and third quarter of each fiscal year on Form N-Q, which is available on the SEC’s website at http://www.sec.gov. The Transamerica Funds’ and the Master Portfolio’s Form N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

You may also visit the Trust’s website at www.transamerica.com for this and other information about the Funds and the Trust.

Important Notice Regarding Delivery of Shareholder Documents

Every year we send shareholders informative materials such as the Transamerica Funds’ Annual Report, Semi-Annual Report, Prospectus, and other required documents that keep you informed regarding your Funds. Transamerica Funds will only send one piece per mailing address, a method that saves your Funds’ money by reducing mailing and printing costs. We will continue to do this unless you tell us not to. To elect to receive individual mailings, simply call a Transamerica Customer Service Representative toll free at 1-888-233-4339, 8 a.m. to 7 p.m. Eastern Time, Monday-Friday. Your request will take effect within 30 days.

 


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Appendix C

NOTICE OF PRIVACY POLICY

(unaudited)

Your privacy is very important to us. We want you to understand what information we collect and how we use it. We collect and use “nonpublic personal information” in connection with providing our customers with a broad range of financial products and services as effectively and conveniently as possible. We treat nonpublic personal information in accordance with our Privacy Policy.

What Information We Collect and From Whom We Collect It

We may collect nonpublic personal information about you from the following sources:

 

 

Information we receive from you on applications or other forms, such as your name, address, and account number;

 

 

Information about your transactions with us, our affiliates, or others, such as your account balance and purchase/redemption history; and

 

 

Information we receive from non-affiliated third parties, including consumer reporting agencies.

What Information We Disclose and To Whom We Disclose It

We do not disclose any nonpublic personal information about current or former customers to anyone without their express consent, except as permitted by law. We may disclose the nonpublic personal information we collect, as described above, to persons or companies that perform services on our behalf and to other financial institutions with which we have joint marketing agreements. We will require these companies to protect the confidentiality of your nonpublic personal information and to use it only to perform the services for which we have hired them.

Our Security Procedures

We restrict access to your nonpublic personal information and only allow disclosures to persons and companies as permitted by law to assist in providing products or services to you. We maintain physical, electronic, and procedural safeguards to protect your nonpublic personal information and to safeguard the disposal of certain consumer information.

If you have any questions about our Privacy Policy, please call 1-888-233-4339 on any business day between 8 a.m. and 7 p.m. Eastern Time.

Note:        This Privacy Policy applies only to customers that have a direct relationship with us or our affiliates. If you own shares of our funds in the name of a third party such as a bank or broker-dealer, its privacy policy may apply to you instead of ours.

 


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Customer Service: 1-888-233-4339

1801 California St., Suite 5200 Denver, CO 80202

Distributor: Transamerica Capital, Inc.

www.transamerica.com

 

LOGO

In an effort to reduce paper mailings and conserve natural resources, we encourage you to visit our website, www.transamerica.com, to set up an account and enroll in eDelivery.

Transamerica Funds are advised by Transamerica Asset Management, Inc. and distributed by Transamerica Capital, Inc.

25834_SARMFP0618

© 2018 Transamerica Capital, Inc.

 

LOGO


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Item 2:

Code of Ethics.

Not applicable for semi-annual reports.

 

Item 3:

Audit Committee Financial Experts.

Not applicable for semi-annual reports.

 

Item 4:

Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

 

Item 5:

Audit Committee of Listed Registrants.

Not applicable for semi-annual reports.

 

Item 6:

Schedule of Investments.

 

  (a)

The schedules of investments and consolidated schedules of investments are included in the Semi-Annual Report to shareholders filed under Item 1 of this Form N-CSR.

 

  (b)

Not applicable.

 

Item 7:

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

 

Item 8:

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

 

Item 9:

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

 

Item 10:

Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that have been implemented since the Registrant last provided disclosure in response to the requirements of this Item.

 

Item 11:

Controls and Procedures.

 

  (a)

The Registrant’s principal executive officer and principal financial officer evaluated the Registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule


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  30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are appropriately designed to ensure that information required to be disclosed by the Registrant in the reports that it files on Form N-CSR (a) is accumulated and communicated to Registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

 

  (b)

The Registrant’s principal executive officer and principal financial officer are aware of no change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

Item 12:

Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

 

Item 13:

Exhibits.

 

  (a)(1)

Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. Not applicable.

 

  (a)(2)

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Separate certifications for Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(a) under the 1940 Act, are attached.

 

  (a)(3)

Any written solicitation to purchase securities under Rule 23c 1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable.

 

  (a)(4)

Change in the registrant’s independent public accountant. Not applicable.

 

  (b)

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. A certification for Registrant’s principal executive officer and principal financial officer, as required by Rule 30a-2(b) under the 1940 Act, is attached. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates it by reference.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Transamerica Funds

(Registrant)
By:  

/s/ Marijn P. Smit

 

Marijn P. Smit

Chief Executive Officer

(Principal Executive Officer)

Date:   September 4, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:  

/s/ Marijn P. Smit

 

Marijn P. Smit

Chief Executive Officer

(Principal Executive Officer)

Date:   September 4, 2018
By:  

/s/ Vincent J. Toner

 

Vincent J. Toner

Treasurer

(Principal Financial Officer)

Date:   September 4, 2018


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EXHIBIT INDEX

 

Exhibit
No.

 

Description of Exhibit

13(a)(2)(i)   Section 302 N-CSR Certification of Principal Executive Officer
13(a)(2)(ii)   Section 302 N-CSR Certification of Principal Financial Officer
13(b)   Section 906 N-CSR Certification of Principal Executive Officer and Principal Financial Officer