Advanced age and vascular risk are associated with declines in the volumes of multiple brain regions, especially the prefrontal cortex, and the hippocampus. Older adults, even unencumbered by declining health, perform less well than their younger counterparts in multiple cognitive domains, such as episodic memory, executive functions, and speed of perceptual processing. Presence of a known genetic risk factor for cognitive decline and vascular disease, the [epsilon]4 allele of the apolipoprotein E ("APOE") gene, accounts for some share of those declines; however, the extent of the joint contribution of genetic and physiological vascular risk factors on the aging brain and cognition is unclear. In a sample of healthy adults (age 19-77), we examined the effects of a vascular risk indicator (systolic blood pressure, SBP) and volumes of hippocampus (HC), lateral prefrontal cortex (lPFC), and prefrontal white matter (pFWM) on processing speed, working memory (WM), and recognition memory. Using path analyses, we modeled indirect effects of age, SBP, and brain volumes on processing speed, WM, and memory and compared the patterns of structural relations among those variables in "APOE"[epsilon]4 carriers and [epsilon]3 homozygotes. Among [epsilon]4 carriers, age differences in WM were explained by increase in SBP, reduced FWM volume, and slower processing. In contrast, lPFC and FWM volumes, but not BP, explained a share of age differences in WM among [epsilon]3 homozygotes. Thus, even in healthy older carriers of the "APOE"[epsilon]4 allele, clinically unremarkable increase in vascular risk may be associated with reduced frontal volumes and impaired cognitive functions. (Contains 3 figures and 4 tables.)