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You may also obtain a copy of the prospectus on the Securities and","page_number":2,"box":{"x":116,"y":285,"width":743,"height":12}},{"id":"f9cd2bc5-5d4f-4375-9aea-a105c473695e","block_type":"box","text":"Exchange Commission’s (the “SEC”) website (http://www.sec.gov). 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S-66","page_number":3,"box":{"x":327,"y":212,"width":561,"height":9}},{"id":"ce5bdc17-af20-442b-90ee-5caaf28bdcba","block_type":"box","text":"DESCRIPTION OF SHARES","page_number":3,"box":{"x":116,"y":227,"width":207,"height":9}},{"id":"f2298b32-63cf-45ee-84a4-2760c0cb0f46","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-76","page_number":3,"box":{"x":327,"y":227,"width":561,"height":9}},{"id":"0ba99a35-f3b2-4970-af41-709dca8c3e39","block_type":"box","text":"TAX MATTERS","page_number":3,"box":{"x":116,"y":243,"width":121,"height":9}},{"id":"9b3697ef-3485-4481-af59-1645ea8c8978","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-77","page_number":3,"box":{"x":242,"y":243,"width":646,"height":9}},{"id":"54b39590-7d18-467e-b7ab-93566f702f8e","block_type":"box","text":"CUSTODIAN AND TRANSFER AGENT","page_number":3,"box":{"x":116,"y":258,"width":293,"height":9}},{"id":"9825359b-e431-4c8b-a2cd-470073010fd6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-83","page_number":3,"box":{"x":411,"y":258,"width":477,"height":9}},{"id":"73d66316-48a0-45ce-9686-280d7a3b8863","block_type":"box","text":"INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM","page_number":3,"box":{"x":116,"y":274,"width":452,"height":9}},{"id":"37abd24d-d3a2-49ae-a104-b1ddd998174a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-83","page_number":3,"box":{"x":571,"y":274,"width":317,"height":9}},{"id":"925034b7-e84a-411a-831d-d4f10faffb52","block_type":"box","text":"CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES","page_number":3,"box":{"x":116,"y":289,"width":500,"height":9}},{"id":"25e66df2-a519-410b-932e-756bc7d26158","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . S-84","page_number":3,"box":{"x":621,"y":289,"width":267,"height":9}},{"id":"79a804f0-3bfd-4368-aa72-733f61e7d21e","block_type":"box","text":"FINANCIAL STATEMENTS","page_number":3,"box":{"x":116,"y":305,"width":208,"height":9}},{"id":"ebefcf92-efd5-44a4-9053-2d16395ad7b9","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-84","page_number":3,"box":{"x":327,"y":305,"width":561,"height":9}},{"id":"a8079e5a-910d-4c82-9f21-dd18febfc59d","block_type":"box","text":"APPENDIX A – DESCRIPTION OF BOND RATINGS","page_number":3,"box":{"x":116,"y":320,"width":384,"height":9}},{"id":"7dfa6947-6a88-42d0-8e53-4143a2d291b2","block_type":"box","text":"........................................","page_number":3,"box":{"x":503,"y":328,"width":331,"height":1}},{"id":"332a0269-cad0-4315-ac7c-6c452b2e03e8","block_type":"box","text":"A-1","page_number":3,"box":{"x":857,"y":320,"width":31,"height":9}},{"id":"23a276df-71b4-43b6-a2a6-82dc04841c8c","block_type":"box","text":"APPENDIX B – CLOSED-END FUND PROXY VOTING POLICY","page_number":3,"box":{"x":116,"y":336,"width":469,"height":9}},{"id":"84d8fba4-21ad-46da-a980-83e00b0b2bae","block_type":"box","text":"..............................","page_number":3,"box":{"x":588,"y":343,"width":246,"height":2}},{"id":"83669421-df0d-4c8f-b283-2d288ca48032","block_type":"box","text":"B-1","page_number":3,"box":{"x":858,"y":336,"width":30,"height":8}},{"id":"0b144255-0df0-4bc8-aa1a-4d6bca7806ea","block_type":"box","text":"NM1026U-5982768-3/119","page_number":3,"box":{"x":757,"y":969,"width":145,"height":7}},{"id":"acfed2e3-aa53-4175-9f1f-babef8586100","block_type":"box","text":"INVESTMENT OBJECTIVE AND POLICIES","page_number":4,"box":{"x":330,"y":87,"width":339,"height":11}},{"id":"18ecb9a7-dabb-45ec-9d9a-6be0702893ad","block_type":"box","text":"Investment Restrictions","page_number":4,"box":{"x":116,"y":118,"width":170,"height":10}},{"id":"08655a69-6327-45ff-b3cd-ab261a82fd28","block_type":"box","text":"The Fund has adopted restrictions and policies relating to the investment of the Fund’s assets and its","page_number":4,"box":{"x":150,"y":142,"width":675,"height":11}},{"id":"d74497c2-b6be-4f19-b679-54f673cb54fd","block_type":"box","text":"activities, as described below.","page_number":4,"box":{"x":116,"y":157,"width":200,"height":11}},{"id":"2e07438e-764f-47ce-9022-f25840c238a0","block_type":"box","text":"The restrictions and polices described below as “fundamental” may not be changed without the approval of","page_number":4,"box":{"x":150,"y":188,"width":724,"height":12}},{"id":"06131660-8097-4b27-b593-59afd77e5f47","block_type":"box","text":"the holders of a majority of the Fund’s outstanding voting securities (which for this purpose and under the","page_number":4,"box":{"x":116,"y":204,"width":715,"height":11}},{"id":"bc4049c7-06e0-4e46-a4cd-eb209c97d357","block_type":"box","text":"Investment Company Act means the lesser of (i) 67% of the shares represented at a meeting at which more than","page_number":4,"box":{"x":116,"y":219,"width":753,"height":12}},{"id":"3f9c2f7e-2a3d-4559-80ca-8899afdc8ef8","block_type":"box","text":"50% of the outstanding shares are represented or (ii) more than 50% of the outstanding shares), including class","page_number":4,"box":{"x":116,"y":235,"width":747,"height":11}},{"id":"a3d7a369-e7c7-4d41-8a41-6cc75faf9840","block_type":"box","text":"approval by a majority of the Fund’s outstanding Preferred Shares, if any (which for this purpose and under the","page_number":4,"box":{"x":116,"y":250,"width":750,"height":12}},{"id":"1653f966-7301-48a6-83d8-c2bad79f3881","block_type":"box","text":"Investment Company Act means the lesser of (i) 67% of the Preferred Shares, as a single class, represented at a","page_number":4,"box":{"x":116,"y":266,"width":751,"height":11}},{"id":"05b21fed-eeaa-4864-bfb2-fb9c00624ba9","block_type":"box","text":"meeting at which more than 50% of the Fund’s outstanding Preferred Shares are represented or (ii) more than","page_number":4,"box":{"x":116,"y":281,"width":738,"height":12}},{"id":"201fc542-5f4e-49bc-8413-5a1bc7831567","block_type":"box","text":"50% of the outstanding Preferred Shares).","page_number":4,"box":{"x":116,"y":297,"width":281,"height":12}},{"id":"4adbbbf2-6b80-4539-86f8-4fb1a5ad164c","block_type":"box","text":"Fundamental Investment Restrictions","page_number":4,"box":{"x":149,"y":328,"width":252,"height":9}},{"id":"0a8b08a2-a453-4e12-9cd0-003e8a109ede","block_type":"box","text":". Under its fundamental investment restrictions, the Fund may not:","page_number":4,"box":{"x":402,"y":328,"width":446,"height":12}},{"id":"685b8ea9-fb41-43de-afff-8fe6ad391ffe","block_type":"box","text":"1. Concentrate its investments in a particular industry, as that term is used in the Investment Company","page_number":4,"box":{"x":151,"y":351,"width":704,"height":12}},{"id":"c1fcb753-22fd-43ea-82e1-3a2fd9ac186b","block_type":"box","text":"Act.","page_number":4,"box":{"x":183,"y":367,"width":27,"height":9}},{"id":"9c11a237-bb07-41b5-b13b-fd47921c6fbc","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":4,"box":{"x":150,"y":390,"width":522,"height":12}},{"id":"8cc646b1-026e-4b59-95ba-6c7ca4d13cd3","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":4,"box":{"x":150,"y":413,"width":667,"height":12}},{"id":"d53241eb-b058-4fb1-910d-6d300fb2b02f","block_type":"box","text":"4. Invest in real estate, except the Fund may purchase and hold securities or other instruments that are","page_number":4,"box":{"x":150,"y":436,"width":702,"height":12}},{"id":"93246d27-eb5d-4a2f-b3d7-56d605046bab","block_type":"box","text":"secured by, or linked to, real estate or interests therein, securities of real estate investment trusts,","page_number":4,"box":{"x":184,"y":452,"width":649,"height":12}},{"id":"c5075589-cd84-4782-b806-bbba26ce0c22","block_type":"box","text":"mortgage-related securities and securities of issuers engaged in the real estate business, and the Fund","page_number":4,"box":{"x":183,"y":467,"width":681,"height":12}},{"id":"93396c5d-a1ab-4379-8544-eb86fb3c6816","block_type":"box","text":"may purchase and hold real estate as a result of the ownership of securities or other instruments.","page_number":4,"box":{"x":183,"y":483,"width":647,"height":12}},{"id":"7e361a3c-ec5d-4c50-a201-f3ade4f46013","block_type":"box","text":"5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the","page_number":4,"box":{"x":150,"y":506,"width":711,"height":12}},{"id":"807a8410-1414-4525-aab7-c7b782693af4","block_type":"box","text":"Fund may be deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":4,"box":{"x":183,"y":522,"width":595,"height":11}},{"id":"9bd24a4a-a9a7-4c53-9741-a2d361c5f9a1","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company","page_number":4,"box":{"x":150,"y":545,"width":730,"height":12}},{"id":"3e055e03-f2c9-48f6-810c-af7f289a3a37","block_type":"box","text":"Act.","page_number":4,"box":{"x":183,"y":561,"width":27,"height":8}},{"id":"f2cabb1a-0dda-4e45-8215-976bc21720c3","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":4,"box":{"x":150,"y":584,"width":499,"height":11}},{"id":"e946f028-b68c-47cb-a43c-2e7be26a7f47","block_type":"box","text":"Fundamental Policy","page_number":4,"box":{"x":149,"y":615,"width":137,"height":11}},{"id":"5b4cef89-69b7-4831-9181-6c97525aecb4","block_type":"box","text":". The Fund has adopted a fundamental policy that it will make quarterly repurchase","page_number":4,"box":{"x":288,"y":615,"width":559,"height":11}},{"id":"72c76293-fbf4-4129-a302-6e7cd9eea451","block_type":"box","text":"offers pursuant to Rule 23c-3 of the Investment Company Act, as such rule may be amended from time to time,","page_number":4,"box":{"x":116,"y":630,"width":750,"height":12}},{"id":"581b3b9a-aef9-4f8c-b94d-11ca710eed09","block_type":"box","text":"for no less than 5% nor more than 25% of the Shares outstanding at NAV, less any repurchase fee, unless","page_number":4,"box":{"x":116,"y":646,"width":710,"height":11}},{"id":"c6fce41d-015e-461f-b15e-c0da9cced6df","block_type":"box","text":"suspended or postponed in accordance with regulatory requirements. This repurchase offer fundamental policy","page_number":4,"box":{"x":117,"y":661,"width":745,"height":12}},{"id":"bc62ccf2-cdf1-4746-8016-6a0b0d531419","block_type":"box","text":"may be changed only with approval of a majority of the Fund’s outstanding voting securities. Each repurchase","page_number":4,"box":{"x":116,"y":677,"width":743,"height":11}},{"id":"40b697c9-a7da-437e-aa26-f1dd30838744","block_type":"box","text":"pricing shall occur no later than the 14th day after the Repurchase Request Deadline (as defined in the","page_number":4,"box":{"x":116,"y":692,"width":688,"height":12}},{"id":"315dcee3-8d73-41c2-ac3d-91d9e223997e","block_type":"box","text":"Prospectus), or the next business day if the 14th day is not a business day. Shareholders will be notified in","page_number":4,"box":{"x":116,"y":708,"width":715,"height":11}},{"id":"c6de2e44-aa02-4990-8eae-e5318f35036b","block_type":"box","text":"writing about each quarterly repurchase offer, how they may request that the Fund repurchase their Shares and","page_number":4,"box":{"x":116,"y":723,"width":745,"height":12}},{"id":"20283006-1112-4ee9-aef5-1d368b6c7675","block_type":"box","text":"the Repurchase Request Deadline, which is the date the repurchase offer ends.","page_number":4,"box":{"x":116,"y":739,"width":526,"height":11}},{"id":"7a4f8a01-29c9-4d26-8c87-63d845a8a4bd","block_type":"box","text":"Notations Regarding the Fund’s Fundamental Investment Restrictions. The fundamental investment","page_number":4,"box":{"x":150,"y":770,"width":673,"height":11}},{"id":"db83a28a-d335-4404-bd44-d3bf43f6b580","block_type":"box","text":"restrictions set forth above restrict the ability of the Fund to engage in certain practices and purchase securities","page_number":4,"box":{"x":116,"y":785,"width":745,"height":12}},{"id":"43541cd3-4691-49e3-8c62-74be93935b79","block_type":"box","text":"and other instruments other than as permitted by, or consistent with, applicable law, including the Investment","page_number":4,"box":{"x":116,"y":801,"width":737,"height":11}},{"id":"a93dd3c4-4441-4391-8b13-273fcc887439","block_type":"box","text":"Company Act. Relevant limitations of the Investment Company Act as they presently exist are described below.","page_number":4,"box":{"x":116,"y":816,"width":755,"height":12}},{"id":"225f214f-94a1-48dd-afae-456937152d25","block_type":"box","text":"These limitations are based either on the Investment Company Act itself, the rules or regulations thereunder or","page_number":4,"box":{"x":116,"y":832,"width":746,"height":11}},{"id":"2823b073-299d-4f7c-ab1b-64618858aec0","block_type":"box","text":"applicable orders of the SEC. In addition, interpretations and guidance provided by the SEC staff may be taken","page_number":4,"box":{"x":116,"y":847,"width":748,"height":12}},{"id":"ceb92c7e-e92a-412c-9bdb-43c8eee6c7ec","block_type":"box","text":"into account to determine if a certain practice or the purchase of securities or other instruments is permitted by","page_number":4,"box":{"x":116,"y":863,"width":744,"height":11}},{"id":"9148ac9c-946f-4884-b8f6-542fa6518060","block_type":"box","text":"the Investment Company Act, the rules or regulations thereunder or applicable orders of the SEC. As a result, the","page_number":4,"box":{"x":116,"y":878,"width":763,"height":12}},{"id":"ce22d86e-1eb4-4983-b34a-dc83e05c6d24","block_type":"box","text":"S-1","page_number":4,"box":{"x":489,"y":909,"width":20,"height":9}},{"id":"af4fba68-9dc4-495a-a637-de71dab27753","block_type":"box","text":"NM1026U-5982768-4/119","page_number":4,"box":{"x":757,"y":969,"width":145,"height":7}},{"id":"42dcc12b-ed12-4cea-ba57-c723c29670bc","block_type":"box","text":"foregoing fundamental investment restrictions may be interpreted differently over time as the statutes, rules,","page_number":5,"box":{"x":116,"y":88,"width":728,"height":11}},{"id":"ea902e6d-c552-469b-9e60-5aa3c6c3b842","block_type":"box","text":"regulations or orders (or, if applicable, interpretations) that relate to the meaning and effect of these restrictions","page_number":5,"box":{"x":116,"y":103,"width":750,"height":12}},{"id":"012c8f25-dc35-4b66-8edc-7fd48d0c20f7","block_type":"box","text":"change, and no vote of the shareholders will be required or sought.","page_number":5,"box":{"x":116,"y":119,"width":448,"height":11}},{"id":"be7f665a-7c8a-4bdf-9ef1-5964e988c9e0","block_type":"box","text":"The following notations are not considered to be part of the Fund’s fundamental investment restrictions and","page_number":5,"box":{"x":150,"y":150,"width":726,"height":11}},{"id":"13e57d47-70ea-4fe8-a109-dc5a34ec80ea","block_type":"box","text":"are subject to change without shareholder approval.","page_number":5,"box":{"x":116,"y":165,"width":346,"height":12}},{"id":"341a12a4-6b4b-4560-8dba-d78ab6773b3a","block_type":"box","text":"With respect to the fundamental policy relating to concentration set forth in (1) above, the Investment","page_number":5,"box":{"x":149,"y":196,"width":686,"height":12}},{"id":"0b37da27-de59-4c34-b52d-85e2699fbb0f","block_type":"box","text":"Company Act does not define what constitutes “concentration” in an industry. The SEC staff has taken the","page_number":5,"box":{"x":116,"y":212,"width":718,"height":11}},{"id":"68fc26cf-2509-474c-8ed5-77252e295e75","block_type":"box","text":"position that investment of 25% or more of a fund’s total assets in one or more issuers conducting their principal","page_number":5,"box":{"x":116,"y":227,"width":759,"height":12}},{"id":"ca190c4b-d86d-48f9-a324-9294d206bc9e","block_type":"box","text":"activities in the same industry or group of industries constitutes concentration. It is possible that interpretations of","page_number":5,"box":{"x":116,"y":243,"width":768,"height":11}},{"id":"71ccac58-49d1-4995-9626-c047d98adb86","block_type":"box","text":"concentration could change in the future. The policy in (1) above will be interpreted to refer to concentration as","page_number":5,"box":{"x":116,"y":258,"width":751,"height":12}},{"id":"d7fa6028-5d68-4a13-9e7b-b8d2e2ad68f5","block_type":"box","text":"that term may be interpreted from time to time. The policy also will be interpreted to permit investment without","page_number":5,"box":{"x":116,"y":274,"width":754,"height":11}},{"id":"7be46a24-64d4-4175-9cf6-5fc9f93d95c2","block_type":"box","text":"limit in the following: securities of the U.S. Government and its agencies or instrumentalities; securities of state,","page_number":5,"box":{"x":116,"y":289,"width":757,"height":12}},{"id":"6c687b4a-6261-4d7a-ad7c-e56d2e2562ea","block_type":"box","text":"territory, possession or municipal governments and their authorities, agencies, instrumentalities or political","page_number":5,"box":{"x":116,"y":305,"width":721,"height":11}},{"id":"981432dc-b07e-48de-aa8f-f75e76abec70","block_type":"box","text":"subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly, issuers of the","page_number":5,"box":{"x":117,"y":320,"width":723,"height":12}},{"id":"3f18aecb-be14-4746-8916-e53f7d80ed07","block_type":"box","text":"foregoing securities will not be considered to be members of any industry. There also will be no limit on","page_number":5,"box":{"x":116,"y":336,"width":704,"height":11}},{"id":"b87865a3-c640-4fac-a72d-b2867750c4fb","block_type":"box","text":"investment in issuers domiciled in a single jurisdiction or country. Finance companies will be considered to be in","page_number":5,"box":{"x":116,"y":351,"width":762,"height":12}},{"id":"e481e904-bdb7-4810-a833-5d7efa9871c5","block_type":"box","text":"the industries of their parents if their activities are primarily related to financing the activities of the parents. Each","page_number":5,"box":{"x":116,"y":367,"width":767,"height":11}},{"id":"bd1702bf-e201-4ba4-b669-3a9790376bbe","block_type":"box","text":"foreign government will be considered to be a member of a separate industry. With respect to the Fund’s industry","page_number":5,"box":{"x":116,"y":382,"width":765,"height":12}},{"id":"4de15f28-b6f4-4776-be61-feb309a27a24","block_type":"box","text":"classifications, the Fund currently utilizes any one or more of the industry sub-classifications used by one or","page_number":5,"box":{"x":116,"y":398,"width":730,"height":11}},{"id":"6be066f1-cf3d-405e-add0-3bb0f8a4b4ee","block_type":"box","text":"more widely recognized market indexes or rating group indexes, and/or as defined by Fund management. The","page_number":5,"box":{"x":116,"y":413,"width":740,"height":12}},{"id":"87ff8b18-c644-4b59-b241-708f37c0da97","block_type":"box","text":"policy also will be interpreted to give broad authority to the Fund as to how to classify issuers within or among","page_number":5,"box":{"x":116,"y":429,"width":748,"height":11}},{"id":"95e4b5d2-188b-47e2-b998-9dffe3de4da2","block_type":"box","text":"industries.","page_number":5,"box":{"x":116,"y":444,"width":68,"height":9}},{"id":"aa16fb84-9541-4331-9f00-8924919a9120","block_type":"box","text":"With respect to the fundamental policy relating to borrowing money set forth in (2) above, the Investment","page_number":5,"box":{"x":149,"y":475,"width":715,"height":12}},{"id":"38a82a53-0beb-4540-86f7-290464edb86d","block_type":"box","text":"Company Act, including the rules and regulations thereunder, generally prohibits the Fund from borrowing","page_number":5,"box":{"x":116,"y":491,"width":722,"height":11}},{"id":"4183b764-1a84-4f6f-bfb2-027c570a8612","block_type":"box","text":"money (other than certain temporary borrowings) unless immediately after the borrowing the Fund has satisfied","page_number":5,"box":{"x":116,"y":506,"width":754,"height":12}},{"id":"34a4a5b9-3262-4f96-94bf-f5239a6e650f","block_type":"box","text":"the asset coverage test with respect to senior securities representing indebtedness prescribed by the Investment","page_number":5,"box":{"x":116,"y":522,"width":745,"height":11}},{"id":"33b8dbc6-24c8-43cc-bfb6-b641457ea2d5","block_type":"box","text":"Company Act; that is, the value of the Fund’s total assets less all liabilities and indebtedness not represented by","page_number":5,"box":{"x":116,"y":537,"width":751,"height":12}},{"id":"697af4bb-9cf0-4531-bec9-6036e0654e24","block_type":"box","text":"senior securities (for these purposes, “total net assets”) is at least 300% of the senior securities representing","page_number":5,"box":{"x":117,"y":553,"width":722,"height":11}},{"id":"ce98df58-cfa4-404e-ac20-0c8e38fc1816","block_type":"box","text":"indebtedness (effectively limiting the use of leverage through senior securities representing indebtedness to","page_number":5,"box":{"x":116,"y":568,"width":724,"height":12}},{"id":"3ac8a7e1-702a-42b7-8d8a-ad9be3e0eb78","block_type":"box","text":"33 1/3% of the Fund’s total net assets, including assets attributable to such leverage). Certain trading practices","page_number":5,"box":{"x":116,"y":584,"width":743,"height":11}},{"id":"90b52487-7934-4a5f-b903-1d4c6bc79dfb","block_type":"box","text":"and investments, such as reverse repurchase agreements, may be considered to be borrowings or involve leverage","page_number":5,"box":{"x":116,"y":599,"width":765,"height":12}},{"id":"20d11336-4c3d-4624-8b90-412315efd040","block_type":"box","text":"and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f-4 under the","page_number":5,"box":{"x":116,"y":615,"width":713,"height":11}},{"id":"712df70a-7a7e-42bf-87f2-b9ed2f9d14a1","block_type":"box","text":"Investment Company Act, when the Fund engages in reverse repurchase agreements and similar financing","page_number":5,"box":{"x":116,"y":630,"width":716,"height":12}},{"id":"a669bc00-b5eb-4d44-ba60-0c7f5f1913b1","block_type":"box","text":"transactions, the Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions","page_number":5,"box":{"x":116,"y":646,"width":746,"height":11}},{"id":"fec3592c-5876-4154-9504-95e7bdd9400e","block_type":"box","text":"and any other borrowings in the aggregate, or (ii) treat all such transactions as “derivatives transactions” and","page_number":5,"box":{"x":116,"y":661,"width":732,"height":12}},{"id":"215907d7-375b-4b7a-baec-3feec5d22fe8","block_type":"box","text":"comply with Rule 18f-4 with respect to such transactions. Under the Investment Company Act, the Fund may not","page_number":5,"box":{"x":116,"y":677,"width":764,"height":11}},{"id":"dcaaef73-a7fb-46e7-89bc-b25bdc7b80d9","block_type":"box","text":"issue senior securities representing stock unless immediately after such issuance the value of the Fund’s total net","page_number":5,"box":{"x":116,"y":692,"width":760,"height":12}},{"id":"5274409a-af90-4ce7-b552-cbbd400a6bf3","block_type":"box","text":"assets is at least 200% of the liquidation value of the Fund’s outstanding senior securities representing stock, plus","page_number":5,"box":{"x":116,"y":708,"width":765,"height":11}},{"id":"de1b5544-4950-4ff3-ad86-37082934e57b","block_type":"box","text":"the aggregate amount of any senior securities representing indebtedness (effectively limiting the use of leverage","page_number":5,"box":{"x":116,"y":723,"width":755,"height":12}},{"id":"5cffeebc-3e52-4a4f-a469-6d131fb72eac","block_type":"box","text":"through senior securities to 50% of the Fund’s total net assets). In addition, the Fund is not permitted to declare","page_number":5,"box":{"x":116,"y":739,"width":750,"height":11}},{"id":"d0a50fe8-eb92-470b-8acd-a44ed366bc26","block_type":"box","text":"any cash dividend or other distribution on common shares unless, at the time of such declaration, the asset","page_number":5,"box":{"x":116,"y":754,"width":716,"height":12}},{"id":"3acf2552-dadd-41ef-b058-08923c516017","block_type":"box","text":"coverage tests described above are satisfied after giving effect to such dividend or distribution. Short-term credits","page_number":5,"box":{"x":116,"y":770,"width":765,"height":11}},{"id":"b0723932-f5b0-4ae9-9fb8-b84104369a23","block_type":"box","text":"necessary for the settlement of securities transactions and arrangements with respect to securities lending will not","page_number":5,"box":{"x":116,"y":785,"width":765,"height":12}},{"id":"3bd77ce1-2758-4183-b7a4-8a6b3e881073","block_type":"box","text":"be considered to be borrowings under the policy. Practices and investments that may involve leverage but are not","page_number":5,"box":{"x":116,"y":801,"width":763,"height":11}},{"id":"09844e3f-8647-4141-be99-48ec53bead02","block_type":"box","text":"considered to be borrowings are not subject to the policy.","page_number":5,"box":{"x":116,"y":816,"width":385,"height":12}},{"id":"cd78dab3-8d75-4c51-9072-28663de7e089","block_type":"box","text":"With respect to the fundamental policy relating to underwriting set forth in (5) above, the Investment","page_number":5,"box":{"x":149,"y":847,"width":681,"height":12}},{"id":"34e0ccf0-0aa8-47dd-9686-c93aee2c1701","block_type":"box","text":"Company Act does not prohibit the Fund from engaging in the underwriting business or from underwriting the","page_number":5,"box":{"x":116,"y":863,"width":745,"height":11}},{"id":"7e11371b-7a2e-4903-82cb-12e4b2830b25","block_type":"box","text":"securities of other issuers. A fund engaging in transactions involving the acquisition or disposition of portfolio","page_number":5,"box":{"x":117,"y":878,"width":743,"height":12}},{"id":"8aef2125-e4b1-440a-8554-20ec9c9068d0","block_type":"box","text":"S-2","page_number":5,"box":{"x":489,"y":909,"width":22,"height":9}},{"id":"75f22595-f3ef-42c4-837b-f60ae8824461","block_type":"box","text":"NM1026U-5982768-5/119","page_number":5,"box":{"x":757,"y":969,"width":145,"height":7}},{"id":"65dc43ff-4435-42de-92b3-b6c502959b7b","block_type":"box","text":"securities may be considered to be an underwriter under the Securities Act of 1933 (“Securities Act”). Although","page_number":6,"box":{"x":117,"y":88,"width":754,"height":11}},{"id":"f1da0ce7-7c6a-4f2b-94f7-66fe15ee9414","block_type":"box","text":"it is not believed that the application of the Securities Act provisions described above would cause the Fund to be","page_number":6,"box":{"x":116,"y":103,"width":764,"height":12}},{"id":"0abeaad9-9972-45ca-bbf6-ee7695e7e4e1","block_type":"box","text":"engaged in the business of underwriting, the policy in (5) above will be interpreted not to prevent the Fund from","page_number":6,"box":{"x":116,"y":119,"width":756,"height":11}},{"id":"4bc82bff-aacf-48bb-be6c-c0e5e7c2bb77","block_type":"box","text":"engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether the","page_number":6,"box":{"x":116,"y":134,"width":760,"height":12}},{"id":"3b454341-9a9b-4d11-8c5f-a36150d0be7a","block_type":"box","text":"Fund may be considered to be an underwriter under the Securities Act or is otherwise engaged in the","page_number":6,"box":{"x":116,"y":150,"width":678,"height":11}},{"id":"c02a8142-c6d4-47f3-85e1-994c5504feff","block_type":"box","text":"underwriting business to the extent permitted by applicable law.","page_number":6,"box":{"x":116,"y":165,"width":431,"height":12}},{"id":"aa64812e-1429-470e-a79a-8a0fb744239d","block_type":"box","text":"With respect to the fundamental policy relating to lending set forth in (7) above, the Investment Company","page_number":6,"box":{"x":149,"y":196,"width":714,"height":12}},{"id":"4e104ae7-ea9c-4ff6-9ec9-405b0487528a","block_type":"box","text":"Act does not prohibit the Fund from making loans (including lending its securities); however, SEC staff","page_number":6,"box":{"x":116,"y":212,"width":701,"height":11}},{"id":"36f9e018-3376-4b25-8e33-66ca94f6841c","block_type":"box","text":"interpretations currently prohibit funds from lending more than one-third of their total assets (including lending","page_number":6,"box":{"x":116,"y":227,"width":751,"height":12}},{"id":"e0f80515-99b8-4847-86dd-342cf55e6cf8","block_type":"box","text":"its securities), except through the purchase of debt obligations or the use of repurchase agreements. In addition,","page_number":6,"box":{"x":116,"y":243,"width":750,"height":11}},{"id":"b64e308e-5020-4ae8-9195-9feb13c9fbbb","block_type":"box","text":"collateral arrangements with respect to options, forward currency and futures transactions and other derivative","page_number":6,"box":{"x":116,"y":258,"width":743,"height":12}},{"id":"4f52d96e-d52e-41a7-a8ad-c3d2b92ef666","block_type":"box","text":"instruments (as applicable), as well as delays in the settlement of securities transactions, will not be considered","page_number":6,"box":{"x":116,"y":274,"width":747,"height":11}},{"id":"e865f121-31bb-40fc-aa4c-2b6b522a874b","block_type":"box","text":"loans.","page_number":6,"box":{"x":116,"y":289,"width":38,"height":9}},{"id":"33d7836b-339e-4ad9-9a96-44c8981e9ddb","block_type":"box","text":"The Fund is currently classified as a diversified fund under the Investment Company Act. This means that","page_number":6,"box":{"x":150,"y":320,"width":715,"height":12}},{"id":"c7736bde-2436-4a90-bff0-e65e0f7a193e","block_type":"box","text":"the Fund may not purchase securities of an issuer (other than (i) obligations issued or guaranteed by the U.S.","page_number":6,"box":{"x":116,"y":336,"width":731,"height":11}},{"id":"1e88b248-b1cf-40a7-939c-083761be355b","block_type":"box","text":"government, its agencies or instrumentalities and (ii) securities of other investment companies) if, with respect to","page_number":6,"box":{"x":116,"y":351,"width":763,"height":12}},{"id":"411452f8-669b-4622-bcf9-2bb9afee54f4","block_type":"box","text":"75% of its total assets, (a) more than 5% of the Fund’s total assets would be invested in securities of that issuer or","page_number":6,"box":{"x":116,"y":367,"width":767,"height":11}},{"id":"b9e66f45-cd64-4be7-9560-73f7aea0b15e","block_type":"box","text":"(b) the Fund would hold more than 10% of the outstanding voting securities of that issuer. With respect to the","page_number":6,"box":{"x":116,"y":382,"width":739,"height":12}},{"id":"c092c6ee-3a35-4290-aff4-459b2bde5932","block_type":"box","text":"remaining 25% of its total assets, the Fund can invest more than 5% of its assets in one issuer. Under the","page_number":6,"box":{"x":116,"y":398,"width":705,"height":11}},{"id":"d4fa95e5-a8df-480c-9530-48fe2a813f69","block_type":"box","text":"Investment Company Act, a fund cannot change its classification from diversified to non-diversified without","page_number":6,"box":{"x":116,"y":413,"width":732,"height":12}},{"id":"982eb368-8ed6-4ad4-afba-08ae07eec6d6","block_type":"box","text":"shareholder approval.","page_number":6,"box":{"x":117,"y":429,"width":144,"height":11}},{"id":"2ad96299-613c-40ce-bd95-39dae1deb1cf","block_type":"box","text":"Non-Fundamental Investment Restrictions. Under its non-fundamental investment restrictions, which may","page_number":6,"box":{"x":150,"y":460,"width":716,"height":11}},{"id":"716ef957-6ccf-417a-ba73-1b5139c3a972","block_type":"box","text":"be changed by the Board without shareholder approval, the Fund may not make short sales of securities or","page_number":6,"box":{"x":116,"y":475,"width":716,"height":12}},{"id":"d0dd7c3f-8fa0-4147-b21d-0fbb282f19cb","block_type":"box","text":"maintain a short position, except to the extent permitted by the Fund’s prospectus and SAI, as amended from","page_number":6,"box":{"x":116,"y":491,"width":734,"height":11}},{"id":"8e8471f2-b2b0-4675-9426-5c0606e8a4c1","block_type":"box","text":"time to time, and applicable law.","page_number":6,"box":{"x":116,"y":506,"width":219,"height":12}},{"id":"e02aa51c-3670-442b-8e58-b87679e07bc8","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental investment","page_number":6,"box":{"x":150,"y":537,"width":706,"height":11}},{"id":"390c72f8-b7a3-4e3d-9839-576f8032e6d1","block_type":"box","text":"restrictions apply only at the time that a transaction is undertaken. Any change in the percentage of the Fund’s","page_number":6,"box":{"x":116,"y":553,"width":742,"height":11}},{"id":"e3a61613-7c4d-4a93-b61b-1379d212ddca","block_type":"box","text":"assets invested in certain securities or other instruments resulting from market fluctuations or other changes in","page_number":6,"box":{"x":116,"y":568,"width":743,"height":12}},{"id":"99735607-090f-47fb-bc88-890600f27608","block_type":"box","text":"the Fund’s total assets, including changes resulting from the Fund having a smaller base of assets after a","page_number":6,"box":{"x":116,"y":584,"width":702,"height":11}},{"id":"538a7023-1442-4128-a234-a9ef347beadf","block_type":"box","text":"repurchase offer, will not require the Fund to dispose of an investment until the Advisor determines that it is","page_number":6,"box":{"x":116,"y":599,"width":729,"height":12}},{"id":"25217679-e761-4b96-8986-740d108a6350","block_type":"box","text":"practicable to sell or close out the investment without undue market or tax consequences.","page_number":6,"box":{"x":116,"y":615,"width":600,"height":11}},{"id":"7f703b4a-89a3-40c3-b29d-2a6b0a093d36","block_type":"box","text":"INVESTMENT POLICIES AND TECHNIQUES","page_number":6,"box":{"x":323,"y":661,"width":353,"height":11}},{"id":"6c6c1a0e-cd7d-4ad4-9b08-369c6fe3173c","block_type":"box","text":"The following information supplements the discussion of the Fund’s investment objective, policies and","page_number":6,"box":{"x":150,"y":692,"width":695,"height":12}},{"id":"b76f75d5-41a2-43c6-a96d-86864967bdba","block_type":"box","text":"techniques that are described in the prospectus.","page_number":6,"box":{"x":116,"y":708,"width":316,"height":11}},{"id":"901bd5b5-d125-4946-8a3e-fbb6a2e824ea","block_type":"box","text":"Municipal Securities","page_number":6,"box":{"x":116,"y":746,"width":148,"height":12}},{"id":"198df0b1-ae50-413d-948f-0a025a1f6a2d","block_type":"box","text":"The Fund may invest in municipal securities, which include debt obligations issued to obtain funds for","page_number":6,"box":{"x":150,"y":770,"width":691,"height":11}},{"id":"885266f5-5faf-44b8-9311-29cfe79e3f77","block_type":"box","text":"various public purposes, including the construction of a wide range of public facilities, refunding of outstanding","page_number":6,"box":{"x":116,"y":785,"width":755,"height":12}},{"id":"7c2407eb-1273-4dd1-85f6-85d4a9caf241","block_type":"box","text":"obligations and obtaining funds for general operating expenses and loans to other public institutions and","page_number":6,"box":{"x":116,"y":801,"width":702,"height":11}},{"id":"fcd299e6-3436-4b45-a361-3d1db24eb453","block_type":"box","text":"facilities. In addition, certain types of private activity bonds (“PABs”) (or industrial development bonds, under","page_number":6,"box":{"x":116,"y":816,"width":747,"height":12}},{"id":"3b03b058-8163-4743-8cfc-c8d4f733ed1b","block_type":"box","text":"pre-1986 law) are issued by or on behalf of public authorities to finance various privately owned or operated","page_number":6,"box":{"x":116,"y":832,"width":731,"height":11}},{"id":"90dd5b98-1949-417a-81c3-f1cc903ead4d","block_type":"box","text":"facilities, including among other things, airports, public ports, mass commuting facilities, multi-family housing","page_number":6,"box":{"x":116,"y":847,"width":750,"height":12}},{"id":"1fd72684-1d99-4947-a761-33e31c584d9d","block_type":"box","text":"projects, as well as facilities for water supply, gas, electricity, sewage or solid waste disposal and other","page_number":6,"box":{"x":116,"y":863,"width":694,"height":11}},{"id":"ff11c172-cee8-47a7-88c0-e1a96f1f885b","block_type":"box","text":"specialized facilities. Other types of PABs, the proceeds of which are used for the construction, equipment or","page_number":6,"box":{"x":117,"y":878,"width":735,"height":12}},{"id":"0b50054b-ea95-48e3-9195-802da4fe916e","block_type":"box","text":"S-3","page_number":6,"box":{"x":489,"y":909,"width":21,"height":9}},{"id":"7cc17e95-cba0-446d-bf7e-8b9c5517c749","block_type":"box","text":"NM1026U-5982768-6/119","page_number":6,"box":{"x":757,"y":969,"width":145,"height":7}},{"id":"3d56a79b-029d-4aab-b63f-b5d8e33490de","block_type":"box","text":"improvement of privately operated industrial or commercial facilities, may constitute municipal securities. The","page_number":7,"box":{"x":116,"y":88,"width":748,"height":11}},{"id":"0dea02f1-253c-4192-a6bd-7aae5fa41e59","block_type":"box","text":"interest on municipal securities may bear a fixed rate or be payable at a variable or floating rate. The two","page_number":7,"box":{"x":116,"y":103,"width":707,"height":12}},{"id":"951447bc-0740-4b9f-829b-7e95669aa0d4","block_type":"box","text":"principal classifications of municipal securities are “general obligation” bonds and “revenue” bonds, which latter","page_number":7,"box":{"x":116,"y":119,"width":762,"height":11}},{"id":"935fc2de-4d90-48a5-a3af-bdcc7950ab05","block_type":"box","text":"category includes PABs. Municipal securities typically are issued to finance public projects, such as roads or","page_number":7,"box":{"x":116,"y":134,"width":734,"height":12}},{"id":"36be7ea3-455a-4866-ac17-9672e3e517fd","block_type":"box","text":"public buildings, to pay general operating expenses or to refinance outstanding debt. Municipal securities may","page_number":7,"box":{"x":116,"y":150,"width":743,"height":11}},{"id":"12b11f65-91cd-42ca-b19d-7a49563778a2","block_type":"box","text":"also be issued for private activities, such as housing, medical and educational facility construction, or for","page_number":7,"box":{"x":116,"y":165,"width":707,"height":12}},{"id":"bbfe0b18-f82a-4f7b-b973-e0ecffcd27a3","block_type":"box","text":"privately owned industrial development and pollution control projects. General obligation bonds are backed by","page_number":7,"box":{"x":116,"y":181,"width":748,"height":11}},{"id":"8cdbe202-a2a5-49bb-ac14-5720d76d6ec7","block_type":"box","text":"the full faith and credit, or taxing authority, of the issuer and may be repaid from any revenue source. Revenue","page_number":7,"box":{"x":116,"y":196,"width":746,"height":12}},{"id":"8e0e227c-84da-48a2-a18c-2eabe471178c","block_type":"box","text":"bonds may be repaid only from the revenues of a specific facility or source. Municipal securities may be issued","page_number":7,"box":{"x":116,"y":212,"width":750,"height":11}},{"id":"337d6e5d-7e47-4767-82a1-a3376758efdd","block_type":"box","text":"on a long term basis to provide permanent financing. The repayment of such debt may be secured generally by a","page_number":7,"box":{"x":116,"y":227,"width":757,"height":12}},{"id":"598ad507-a74b-4a75-b16e-4c32e5fa551f","block_type":"box","text":"pledge of the full faith and credit taxing power of the issuer, a limited or special tax, or any other revenue source,","page_number":7,"box":{"x":116,"y":243,"width":762,"height":11}},{"id":"5e023e7d-8b00-4f9c-9d6e-0b5daa873a66","block_type":"box","text":"including project revenues, which may include tolls, fees and other user charges, lease payments and mortgage","page_number":7,"box":{"x":116,"y":258,"width":747,"height":12}},{"id":"0e9d5950-f91a-4909-91b6-59d5278076b0","block_type":"box","text":"payments. Municipal securities may also be issued to finance projects on a short-term interim basis, anticipating","page_number":7,"box":{"x":116,"y":274,"width":756,"height":11}},{"id":"d15b1d7c-c0a9-454b-9069-3c8ff76d369b","block_type":"box","text":"repayment with the proceeds of the later issuance of long-term debt. Obligations are included within the term","page_number":7,"box":{"x":116,"y":289,"width":736,"height":12}},{"id":"2933be43-2a8f-41d7-a878-8c5ac65b915b","block_type":"box","text":"municipal securities if the interest paid thereon is excluded from gross income for U.S. federal income tax","page_number":7,"box":{"x":116,"y":305,"width":715,"height":11}},{"id":"e62ec2f7-0363-4a2d-90e0-84ed9cbdc138","block_type":"box","text":"purposes in the opinion of bond counsel to the issuer.","page_number":7,"box":{"x":116,"y":320,"width":358,"height":12}},{"id":"1768e844-ad4b-45f6-b922-4e4ab88045dd","block_type":"box","text":"Taxable Municipal Securities","page_number":7,"box":{"x":150,"y":348,"width":197,"height":12}},{"id":"3d2e7406-71e4-4891-b8bd-4bcacf5f763d","block_type":"box","text":". The Fund may invest in taxable municipal securities, which include","page_number":7,"box":{"x":349,"y":348,"width":463,"height":12}},{"id":"7dd792d5-d9e1-4113-90ec-0ab79cbe6944","block_type":"box","text":"obligations issued pursuant to the American Recovery and Reinvestment Act of 2009 (the “ARRA”) or other","page_number":7,"box":{"x":116,"y":364,"width":734,"height":11}},{"id":"b7457dca-925e-4dc2-84ee-82135c91f0c4","block_type":"box","text":"legislation providing for the issuance of taxable municipal debt on which the issuer receives federal support (any","page_number":7,"box":{"x":116,"y":379,"width":760,"height":12}},{"id":"17324b31-6086-4b47-8ae8-333cbd957114","block_type":"box","text":"bonds so issued are considered “Build America Bonds”). If the Fund invests in Build America Bonds, it expects","page_number":7,"box":{"x":116,"y":395,"width":754,"height":11}},{"id":"239f2e2f-2d5d-4975-b64d-685643e86cd4","block_type":"box","text":"to invest in direct pay Build America Bonds and “principal only” strips of tax credit Build America Bonds.","page_number":7,"box":{"x":116,"y":410,"width":720,"height":12}},{"id":"c3efcc5a-f700-4c44-8ee6-9c984c358c18","block_type":"box","text":"Provisions of the ARRA relevant to the issuance of Build America Bonds expired on December 31, 2010 and, as","page_number":7,"box":{"x":116,"y":426,"width":759,"height":11}},{"id":"ecd774ea-316d-486d-9045-ce0f73fa4a49","block_type":"box","text":"such, issuance has ceased.","page_number":7,"box":{"x":117,"y":441,"width":174,"height":11}},{"id":"aa5d469e-5ba7-479a-b04f-1509a18863ec","block_type":"box","text":"Short-Term Securities","page_number":7,"box":{"x":116,"y":475,"width":160,"height":9}},{"id":"d344e9be-2b19-4679-b788-c2aa5e325242","block_type":"box","text":"For temporary defensive purposes or to keep cash on hand fully invested, the Fund may invest up to 100%","page_number":7,"box":{"x":150,"y":497,"width":716,"height":12}},{"id":"34afbdff-3807-42a1-bcf7-4a1f530669b2","block_type":"box","text":"of its total assets in cash equivalents and short-term securities, which may be either tax-exempt or taxable.","page_number":7,"box":{"x":116,"y":512,"width":715,"height":12}},{"id":"239de88a-18a0-4e3f-9b39-1fd5b8e15fec","block_type":"box","text":"Short-Term Taxable Fixed Income Securities","page_number":7,"box":{"x":150,"y":540,"width":302,"height":9}},{"id":"6108e90d-228f-4834-8d0f-8069e449f558","block_type":"box","text":". Short-term taxable fixed income investments include, without","page_number":7,"box":{"x":454,"y":540,"width":425,"height":11}},{"id":"03b2d857-dbb7-47b2-b7d4-a07a8a07a6ed","block_type":"box","text":"limitation, the following:","page_number":7,"box":{"x":116,"y":556,"width":167,"height":11}},{"id":"5ee6c6a7-6992-4390-9729-648a3dbbe896","block_type":"box","text":"1. U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of","page_number":7,"box":{"x":151,"y":577,"width":685,"height":12}},{"id":"2b2d5e44-1ca5-410d-b291-c076d6769b51","block_type":"box","text":"interest that are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or","page_number":7,"box":{"x":183,"y":593,"width":676,"height":12}},{"id":"0ab5b4ac-7c36-4ee1-93ac-12bd7bd7a8dd","block_type":"box","text":"instrumentalities. U.S. Government securities include securities issued by (a) the Federal Housing","page_number":7,"box":{"x":183,"y":609,"width":660,"height":11}},{"id":"6369c429-04f1-4648-a24f-8c9bbc9e8bbb","block_type":"box","text":"Administration, Farmers Home Administration, Export-Import Bank of the United States, Small","page_number":7,"box":{"x":183,"y":624,"width":648,"height":12}},{"id":"8f0aec83-6525-460d-80d1-c5de55da2972","block_type":"box","text":"Business Administration, and Government National Mortgage Association, whose securities are","page_number":7,"box":{"x":183,"y":640,"width":647,"height":11}},{"id":"eedf45d4-eb65-4816-be05-ed06886c5f5c","block_type":"box","text":"supported by the full faith and credit of the United States; (b) the Federal Home Loan Banks, Federal","page_number":7,"box":{"x":184,"y":655,"width":680,"height":12}},{"id":"453f808d-ddf4-496e-a61c-e4e658042ff5","block_type":"box","text":"Intermediate Credit Banks, and Tennessee Valley Authority, whose securities are supported by the","page_number":7,"box":{"x":183,"y":671,"width":665,"height":11}},{"id":"e88c4d93-d89c-44c7-925e-c24fa2c2706c","block_type":"box","text":"right of the agency to borrow from the U.S. Treasury; (c) the Federal National Mortgage Association,","page_number":7,"box":{"x":183,"y":686,"width":684,"height":12}},{"id":"73d101b7-870d-41e9-b1a8-40d4f3f15b01","block_type":"box","text":"whose securities are supported by the discretionary authority of the U.S. Government to purchase","page_number":7,"box":{"x":183,"y":702,"width":657,"height":11}},{"id":"42684667-7a93-4a04-88d7-d3244cffb07a","block_type":"box","text":"certain obligations of the agency or instrumentality; and (d) the Student Loan Marketing Association,","page_number":7,"box":{"x":183,"y":717,"width":683,"height":12}},{"id":"a61018de-6ba2-45e0-832f-ca14a351c048","block_type":"box","text":"whose securities are supported only by its credit. While the U.S. Government provides financial","page_number":7,"box":{"x":183,"y":733,"width":647,"height":11}},{"id":"7b3441e8-40c1-4d0f-be70-a9887f76f908","block_type":"box","text":"support to such U.S. Government-sponsored agencies or instrumentalities, no assurances can be given","page_number":7,"box":{"x":184,"y":748,"width":687,"height":12}},{"id":"2d86fb11-9f9a-47fe-83be-c36290747a2d","block_type":"box","text":"that it always will do so since it is not so obligated by law. The U.S. Government, its agencies and","page_number":7,"box":{"x":183,"y":764,"width":662,"height":11}},{"id":"b571cbad-00d9-49ca-8af7-3230107c8a3e","block_type":"box","text":"instrumentalities do not guarantee the market value of their securities. Consequently, the value of such","page_number":7,"box":{"x":183,"y":779,"width":691,"height":12}},{"id":"727ed449-3380-4b3b-84ab-7601061af103","block_type":"box","text":"securities may fluctuate.","page_number":7,"box":{"x":184,"y":795,"width":162,"height":11}},{"id":"9c57eba5-69e1-46e9-aac9-c3fb8df0ef63","block_type":"box","text":"2. Certificates of deposit issued against funds deposited in a bank or a savings and loan association. Such","page_number":7,"box":{"x":150,"y":816,"width":725,"height":12}},{"id":"5d2567f1-fa6f-48b0-a87c-68edbb6d1891","block_type":"box","text":"certificates are for a definite period of time, earn a specified rate of return, and are normally negotiable.","page_number":7,"box":{"x":183,"y":832,"width":697,"height":11}},{"id":"3b8fa5c2-2a0a-48ec-a555-505896d6d505","block_type":"box","text":"The issuer of a certificate of deposit agrees to pay the amount deposited plus interest to the bearer of","page_number":7,"box":{"x":183,"y":847,"width":678,"height":12}},{"id":"dc73d9b5-32d4-4eb5-9ead-52b97a34668e","block_type":"box","text":"the certificate on the date specified thereon. Certificates of deposit purchased by the Fund may not be","page_number":7,"box":{"x":183,"y":863,"width":684,"height":11}},{"id":"c5512bb8-48f4-46fd-9055-17a1d83e3834","block_type":"box","text":"fully insured by the Federal Deposit Insurance Corporation.","page_number":7,"box":{"x":183,"y":878,"width":402,"height":12}},{"id":"d081b323-8119-42ac-862a-8d5cbf0e9bc0","block_type":"box","text":"S-4","page_number":7,"box":{"x":489,"y":909,"width":22,"height":9}},{"id":"1c5c07df-1ffd-48ba-8621-9ea529dcf4c0","block_type":"box","text":"NM1026U-5982768-7/119","page_number":7,"box":{"x":757,"y":969,"width":145,"height":7}},{"id":"afe249e0-3e95-46cd-95b4-b7a289c16fe0","block_type":"box","text":"3. Repurchase agreements, which involve purchases of debt securities.","page_number":8,"box":{"x":150,"y":88,"width":490,"height":11}},{"id":"e04ff7eb-8672-4872-961b-5f407c74cfd0","block_type":"box","text":"4. Commercial paper, which consists of short-term unsecured promissory notes, including variable rate","page_number":8,"box":{"x":150,"y":109,"width":711,"height":12}},{"id":"dea20ec0-56e1-48f3-99d5-b695e87d4284","block_type":"box","text":"master demand notes issued by corporations to finance their current operations. Master demand notes","page_number":8,"box":{"x":183,"y":125,"width":683,"height":11}},{"id":"6bd3f3c2-bfff-45d7-9378-6d20cd169079","block_type":"box","text":"are direct lending arrangements between the Fund and a corporation. There is no secondary market for","page_number":8,"box":{"x":184,"y":140,"width":690,"height":12}},{"id":"aa1dde61-0a22-424b-b484-a5efc8be1e4a","block_type":"box","text":"such notes. However, they are redeemable by the Fund at any time. The Advisor will consider the","page_number":8,"box":{"x":184,"y":156,"width":657,"height":11}},{"id":"b234d23d-7259-41f8-af95-f8357485dd0a","block_type":"box","text":"financial condition of the corporation (e.g., earning power, cash flow and other liquidity ratios) and will","page_number":8,"box":{"x":183,"y":171,"width":700,"height":12}},{"id":"ba417902-2dd2-4a6e-b0ba-d70fab497bad","block_type":"box","text":"continuously monitor the corporation’s ability to meet all of its financial obligations, because the","page_number":8,"box":{"x":183,"y":187,"width":654,"height":11}},{"id":"976c9422-70ae-4024-8ccf-cc19a099ecf7","block_type":"box","text":"Fund’s liquidity might be impaired if the corporation were unable to pay principal and interest on","page_number":8,"box":{"x":183,"y":202,"width":657,"height":12}},{"id":"ff58930b-968c-4f75-982c-17ec29f67574","block_type":"box","text":"demand.","page_number":8,"box":{"x":183,"y":218,"width":56,"height":9}},{"id":"69966e6d-e117-4a21-960a-2be1bec5e560","block_type":"box","text":"Short-Term Tax-Exempt Fixed Income Securities. Short-term tax-exempt fixed income securities are","page_number":8,"box":{"x":150,"y":245,"width":682,"height":12}},{"id":"9bdb13ab-7416-4916-9738-19a9b1157eb2","block_type":"box","text":"securities that are exempt from regular U.S. federal income tax and mature within three years or less from the","page_number":8,"box":{"x":117,"y":260,"width":738,"height":12}},{"id":"703b40da-7600-42c8-a3e7-6881021fce21","block_type":"box","text":"date of issuance. Short-term tax-exempt fixed income securities are defined to include, without limitation, the","page_number":8,"box":{"x":116,"y":276,"width":739,"height":12}},{"id":"35fbb43b-a8ae-4811-8ec8-08b0906d1fda","block_type":"box","text":"following:","page_number":8,"box":{"x":116,"y":291,"width":68,"height":12}},{"id":"5047202d-0bd6-40f3-8f08-7f827776cc89","block_type":"box","text":"1. Bond Anticipation Notes (“BANs”) are usually general obligations of state and local governmental","page_number":8,"box":{"x":151,"y":313,"width":699,"height":12}},{"id":"c84cef00-0af2-4868-b5a8-97ac81d7f7d8","block_type":"box","text":"issuers which are sold to obtain interim financing for projects that will eventually be funded through","page_number":8,"box":{"x":183,"y":328,"width":677,"height":12}},{"id":"d07d8b4c-640a-447f-8a67-f84be5f72bf0","block_type":"box","text":"the sale of long-term debt obligations or bonds. The ability of an issuer to meet its obligations on its","page_number":8,"box":{"x":183,"y":344,"width":674,"height":12}},{"id":"2f21f01f-f998-488a-8520-77afdae82574","block_type":"box","text":"BANs is primarily dependent on the issuer’s access to the long-term municipal bond market and the","page_number":8,"box":{"x":183,"y":359,"width":674,"height":12}},{"id":"71dc4b28-ffc0-4008-a6cc-743b821e56b5","block_type":"box","text":"likelihood that the proceeds of such bond sales will be used to pay the principal and interest on the","page_number":8,"box":{"x":183,"y":375,"width":664,"height":12}},{"id":"2581c49e-5193-4810-85b7-5e8ce36957ba","block_type":"box","text":"BANs.","page_number":8,"box":{"x":183,"y":391,"width":45,"height":8}},{"id":"844e768d-2b07-4740-a118-af69c4e883a1","block_type":"box","text":"2. Tax Anticipation Notes (“TANs”) are issued by state and local governments to finance the current","page_number":8,"box":{"x":150,"y":412,"width":695,"height":11}},{"id":"e83dabcb-1913-4dcd-8a28-eca825ae87ec","block_type":"box","text":"operations of such governments. Repayment is generally to be derived from specific future tax","page_number":8,"box":{"x":183,"y":427,"width":638,"height":12}},{"id":"f53ba04a-e837-41ab-a005-d089448e73d0","block_type":"box","text":"revenues. TANs are usually general obligations of the issuer. A weakness in an issuer’s capacity to","page_number":8,"box":{"x":183,"y":443,"width":667,"height":12}},{"id":"7e92dd84-28d2-429d-bedd-35a81a46f23c","block_type":"box","text":"raise taxes due to, among other things, a decline in its tax base or a rise in delinquencies could","page_number":8,"box":{"x":183,"y":458,"width":635,"height":12}},{"id":"9b27c8e9-6bd6-48dc-ada5-5eebda693be2","block_type":"box","text":"adversely affect the issuer’s ability to meet its obligations on outstanding TANs.","page_number":8,"box":{"x":184,"y":474,"width":541,"height":12}},{"id":"d7e07751-a1bd-46e4-a4e8-21bc8c41c9f8","block_type":"box","text":"3. Revenue Anticipation Notes (“RANs”) are issued by governments or governmental bodies with the","page_number":8,"box":{"x":150,"y":495,"width":702,"height":12}},{"id":"78a1995e-63d4-40db-a245-986ab05b8a84","block_type":"box","text":"expectation that future revenues from a designated source will be used to repay the notes. In general,","page_number":8,"box":{"x":183,"y":511,"width":678,"height":11}},{"id":"9691431a-5387-4cac-89a4-2adbc3913cad","block_type":"box","text":"they also constitute general obligations of the issuer. A decline in the receipt of projected revenues,","page_number":8,"box":{"x":183,"y":526,"width":669,"height":12}},{"id":"12fc5bd1-2cb9-453a-8fd3-577ba6acb0a1","block_type":"box","text":"such as anticipated revenues from another level of government, could adversely affect an issuer’s","page_number":8,"box":{"x":184,"y":542,"width":655,"height":11}},{"id":"5ecbbdc8-eb78-49db-816f-6c5383ed3b81","block_type":"box","text":"ability to meet its obligations on outstanding RANs. In addition, the possibility that the revenues","page_number":8,"box":{"x":184,"y":557,"width":649,"height":12}},{"id":"f41c80f7-3ce8-4f2b-9c72-0161b10777e8","block_type":"box","text":"would, when received, be used to meet other obligations could affect the ability of the issuer to pay the","page_number":8,"box":{"x":183,"y":573,"width":694,"height":11}},{"id":"7cd0f0ad-1a8d-4291-bc44-fbfe01a5317e","block_type":"box","text":"principal and interest on RANs.","page_number":8,"box":{"x":183,"y":588,"width":213,"height":12}},{"id":"2b20972d-b627-4826-938a-6d3dc33e7a90","block_type":"box","text":"4. Construction loan notes are issued to provide construction financing for specific projects. Frequently,","page_number":8,"box":{"x":150,"y":610,"width":716,"height":11}},{"id":"737a8144-ef46-4f67-9379-eeb811859671","block_type":"box","text":"these notes are redeemed with funds obtained from the Federal Housing Administration.","page_number":8,"box":{"x":183,"y":625,"width":594,"height":12}},{"id":"193dadf8-ff58-477a-a6b8-8ffb58ce2d37","block_type":"box","text":"5. Bank notes are notes issued by local government bodies and agencies as those described above to","page_number":8,"box":{"x":150,"y":647,"width":689,"height":11}},{"id":"4df163b7-e19b-4f44-9e06-6ec27dcf4504","block_type":"box","text":"commercial banks as evidence of borrowings. The purposes for which the notes are issued are varied","page_number":8,"box":{"x":183,"y":662,"width":680,"height":12}},{"id":"fbabe5bd-e50a-484b-9b75-9110ec211f2d","block_type":"box","text":"but they are frequently issued to meet short-term working capital or capital-project needs. These notes","page_number":8,"box":{"x":183,"y":678,"width":688,"height":11}},{"id":"4284ee9d-4d6e-494d-8823-3620182d446b","block_type":"box","text":"may have risks similar to the risks associated with TANs and RANs.","page_number":8,"box":{"x":183,"y":693,"width":462,"height":12}},{"id":"058df290-0c3a-4a45-b935-230e3093deec","block_type":"box","text":"6. Tax-Exempt Commercial Paper (“municipal paper”) represents very short-term unsecured, negotiable","page_number":8,"box":{"x":150,"y":715,"width":719,"height":11}},{"id":"1832c4f1-4c95-4461-a9f4-2052b59fd0d0","block_type":"box","text":"promissory notes, issued by states, municipalities and their agencies. Payment of principal and interest","page_number":8,"box":{"x":183,"y":730,"width":692,"height":12}},{"id":"1bef91f7-4218-4ac6-9f05-d3466ad12238","block_type":"box","text":"on issues of municipal paper may be made from various sources, to the extent the funds are available","page_number":8,"box":{"x":183,"y":746,"width":681,"height":11}},{"id":"24e2bf06-3936-41f1-833f-053cb988efc2","block_type":"box","text":"therefrom. Maturities on municipal paper generally will be shorter than the maturities of TANs, BANs","page_number":8,"box":{"x":183,"y":761,"width":691,"height":12}},{"id":"d2ee60a3-224c-44cd-bf70-05c080594b7d","block_type":"box","text":"or RANs. There is a limited secondary market for issues of municipal paper.","page_number":8,"box":{"x":183,"y":777,"width":514,"height":11}},{"id":"598d37ec-66af-429f-8d45-fa630e512c8a","block_type":"box","text":"Certain municipal securities may carry variable or floating rates of interest whereby the rate of interest is not","page_number":8,"box":{"x":150,"y":804,"width":733,"height":12}},{"id":"3a9e76f0-111b-49df-bd4c-ca890255562f","block_type":"box","text":"fixed but varies with changes in specified market rates or indices, such as a bank prime rate or tax-exempt money","page_number":8,"box":{"x":116,"y":820,"width":765,"height":11}},{"id":"40da13df-d3fe-43fd-b7a3-6a62104c6e37","block_type":"box","text":"market indices.","page_number":8,"box":{"x":116,"y":835,"width":101,"height":9}},{"id":"1e38075f-4ab5-46eb-b79f-1ffe5acea698","block_type":"box","text":"While the various types of notes described above as a group represent the major portion of the tax-exempt","page_number":8,"box":{"x":149,"y":863,"width":716,"height":11}},{"id":"f836abf0-1af7-46bb-af22-1ccd09c921f6","block_type":"box","text":"note market, other types of notes are available in the marketplace and the Fund may invest in such other types of","page_number":8,"box":{"x":116,"y":878,"width":760,"height":12}},{"id":"19b59f10-017b-4d16-96d8-a85acbe784b1","block_type":"box","text":"S-5","page_number":8,"box":{"x":489,"y":909,"width":21,"height":9}},{"id":"ceea3bda-3648-4300-84d5-d7db6f65e7bc","block_type":"box","text":"NM1026U-5982768-8/119","page_number":8,"box":{"x":757,"y":969,"width":145,"height":7}},{"id":"8c5d6430-0b4d-438c-8b35-9b9b2b9cf228","block_type":"box","text":"notes to the extent permitted under its investment objective, policies and limitations. Such notes may be issued","page_number":9,"box":{"x":116,"y":88,"width":746,"height":11}},{"id":"8c43ca4b-67c2-4770-97bf-cf40fe202dd9","block_type":"box","text":"for different purposes and may be secured differently from those mentioned above.","page_number":9,"box":{"x":116,"y":103,"width":559,"height":12}},{"id":"0cb1caa8-756a-4de7-ad1e-74bf0158d740","block_type":"box","text":"Preferred Shares","page_number":9,"box":{"x":116,"y":146,"width":122,"height":9}},{"id":"d074026d-b8bd-42a2-b9f3-c4e5372a85b8","block_type":"box","text":"The Fund may leverage its portfolio by issuing Preferred Shares. The Board would consider numerous","page_number":9,"box":{"x":150,"y":170,"width":689,"height":12}},{"id":"cb3f129a-436e-449f-a95c-73c7f2c29e84","block_type":"box","text":"factors when deciding whether to issue Preferred Shares. Preferred Shares may at times afford more structuring","page_number":9,"box":{"x":116,"y":186,"width":750,"height":11}},{"id":"09aca2be-80fe-4a52-85a9-ca924a41b9e9","block_type":"box","text":"flexibility and better rates than some forms of borrowing. In addition, the Fund may issue a greater amount of","page_number":9,"box":{"x":116,"y":201,"width":741,"height":12}},{"id":"a898f090-4f82-4a68-882b-03894a9aab82","block_type":"box","text":"Preferred Shares as compared to borrowings.","page_number":9,"box":{"x":116,"y":217,"width":302,"height":11}},{"id":"76b18b2a-ae69-4047-85b7-4a169bc87741","block_type":"box","text":"Under the Investment Company Act, the Fund is not permitted to issue Preferred Shares if, immediately","page_number":9,"box":{"x":150,"y":250,"width":700,"height":12}},{"id":"1351d4d5-0b0f-42c0-88f4-9f6716bb0be5","block_type":"box","text":"after such issuance, the liquidation value of the Fund’s outstanding Preferred Shares exceeds 50% of its assets","page_number":9,"box":{"x":116,"y":266,"width":741,"height":11}},{"id":"a09686f7-0c41-4199-bd87-086c2234f9a4","block_type":"box","text":"(including the proceeds from the issuance) less liabilities other than borrowings (i.e., the value of the Fund’s","page_number":9,"box":{"x":116,"y":281,"width":730,"height":12}},{"id":"2437fdb6-00f3-4985-b3f3-7fc17e15932a","block_type":"box","text":"assets must be at least 200% of the liquidation value of its outstanding Preferred Shares). In addition, the Fund","page_number":9,"box":{"x":116,"y":297,"width":745,"height":11}},{"id":"a4b81b06-304b-4ebe-9542-6e46f7edeb65","block_type":"box","text":"would not be permitted to declare any cash dividend or other distribution on its Shares unless, at the time of such","page_number":9,"box":{"x":116,"y":312,"width":762,"height":12}},{"id":"d298bee9-5590-42c5-a366-4bf43ef0c776","block_type":"box","text":"declaration, the value of the Fund’s assets less liabilities other than borrowings is at least 200% of such","page_number":9,"box":{"x":116,"y":328,"width":696,"height":11}},{"id":"a044e2bd-7254-4e00-be1e-7038841a6b95","block_type":"box","text":"liquidation value.","page_number":9,"box":{"x":116,"y":343,"width":117,"height":12}},{"id":"47eb6e83-940d-45b2-a999-aa7a8c275a39","block_type":"box","text":"The Fund expects that Preferred Shares, if issued, will pay dividends at a fixed rate as described in the","page_number":9,"box":{"x":150,"y":377,"width":688,"height":11}},{"id":"63df89fd-b718-48fd-abc6-d225ca5a7bef","block_type":"box","text":"offering documents accompanying the offering of any such shares. The Fund may also issue Preferred Shares that","page_number":9,"box":{"x":116,"y":392,"width":767,"height":12}},{"id":"3e8f6323-6023-4cd9-9dc8-bb565485834b","block_type":"box","text":"would pay adjustable rate dividends based on shorter-term interest rates, which would be redetermined","page_number":9,"box":{"x":116,"y":408,"width":693,"height":11}},{"id":"46c98b20-06a3-418f-b148-7c2c4887ee93","block_type":"box","text":"periodically by a fixed spread or remarketing process, subject to a maximum rate which would increase over time","page_number":9,"box":{"x":116,"y":423,"width":766,"height":12}},{"id":"cf1efa61-d89b-4de6-879c-85cbe421a9b6","block_type":"box","text":"in the event of an extended period of unsuccessful remarketing. The adjustment period for such Preferred Share","page_number":9,"box":{"x":116,"y":439,"width":752,"height":11}},{"id":"a5e5c56d-7203-4858-9096-ec802d4b50af","block_type":"box","text":"dividends could be as short as one day or as long as a year or more. Preferred Shares, if issued, could include a","page_number":9,"box":{"x":116,"y":454,"width":747,"height":12}},{"id":"994cdbed-1b2c-47b6-820a-048da95fd950","block_type":"box","text":"liquidity feature that allows holders of Preferred Shares to have their shares purchased by a liquidity provider in","page_number":9,"box":{"x":116,"y":470,"width":754,"height":11}},{"id":"76b9d05d-3b6d-4630-9cb1-0a92b9ec0499","block_type":"box","text":"the event that sell orders have not been matched with purchase orders and successfully settled in a remarketing.","page_number":9,"box":{"x":116,"y":485,"width":750,"height":12}},{"id":"23ad9be1-d790-4f60-b58b-966776e23bd3","block_type":"box","text":"The Fund expects that it would pay a fee to the provider of this liquidity feature, which would be borne by","page_number":9,"box":{"x":116,"y":501,"width":716,"height":11}},{"id":"8535f2a8-bc67-4be6-b2f0-d06b4fba98ad","block_type":"box","text":"common shareholders of the Fund. The terms of such liquidity feature could require the Fund to redeem","page_number":9,"box":{"x":116,"y":516,"width":701,"height":12}},{"id":"de6c41e0-cf98-4311-b58e-029bc377ed84","block_type":"box","text":"Preferred Shares still owned by the liquidity provider following a certain period of continuous, unsuccessful","page_number":9,"box":{"x":116,"y":532,"width":729,"height":11}},{"id":"5ad643d3-4060-4640-a337-6b478c22a478","block_type":"box","text":"remarketing, which may adversely impact the Fund.","page_number":9,"box":{"x":116,"y":547,"width":350,"height":12}},{"id":"c91b8234-c5f9-42e8-be29-2a60b3dea167","block_type":"box","text":"If Preferred Shares are issued, the Fund may, to the extent possible, purchase or redeem Preferred Shares","page_number":9,"box":{"x":150,"y":581,"width":706,"height":11}},{"id":"1cd1a199-0fc2-4ef7-ad92-59a924e5b03d","block_type":"box","text":"from time to time to the extent necessary in order to maintain asset coverage of any Preferred Shares of at least","page_number":9,"box":{"x":116,"y":596,"width":748,"height":12}},{"id":"de304be1-da78-4df6-af79-56dffd472fab","block_type":"box","text":"200%. In addition, as a condition to obtaining ratings on the Preferred Shares, the terms of any Preferred Shares","page_number":9,"box":{"x":116,"y":612,"width":754,"height":11}},{"id":"de13ab81-8391-41ea-b548-4086d2d96eef","block_type":"box","text":"issued are expected to include asset coverage maintenance provisions which will require the redemption of the","page_number":9,"box":{"x":116,"y":627,"width":745,"height":12}},{"id":"5342bb11-9d45-4006-8bf7-6ff622760375","block_type":"box","text":"Preferred Shares in the event of non-compliance by the Fund and may also prohibit dividends and other","page_number":9,"box":{"x":116,"y":643,"width":698,"height":11}},{"id":"5335e994-a212-4917-b5ed-fb236c64ebe5","block_type":"box","text":"distributions on the Shares in such circumstances. In order to meet redemption requirements, the Fund may have","page_number":9,"box":{"x":116,"y":658,"width":758,"height":12}},{"id":"0aabc0a9-f21c-4747-8618-c93d4696708a","block_type":"box","text":"to liquidate portfolio securities. Such liquidations and redemptions would cause the Fund to incur related","page_number":9,"box":{"x":116,"y":674,"width":707,"height":11}},{"id":"e796f29b-42fe-48cb-91f4-cc646721ba9a","block_type":"box","text":"transaction costs and could result in capital losses to the Fund. Prohibitions on dividends and other distributions","page_number":9,"box":{"x":116,"y":689,"width":753,"height":12}},{"id":"f8664ac4-59f0-49ef-9778-b98e375dd364","block_type":"box","text":"on the Shares could impair the Fund’s ability to qualify as a RIC under the Code. If the Fund has Preferred","page_number":9,"box":{"x":116,"y":705,"width":719,"height":11}},{"id":"40ff92eb-17eb-4ee0-ae08-7c653c2704ec","block_type":"box","text":"Shares outstanding, two of the Trustees will be elected by the holders of Preferred Shares voting separately as a","page_number":9,"box":{"x":116,"y":720,"width":752,"height":12}},{"id":"a2c74b98-fd6f-44a0-bb73-c0ea6cc6a16e","block_type":"box","text":"class. The remaining Trustees will be elected by holders of Shares and Preferred Shares voting together as a","page_number":9,"box":{"x":116,"y":736,"width":727,"height":11}},{"id":"c7965b75-de23-4347-b510-c6befdf4559f","block_type":"box","text":"single class. In the event the Fund failed to pay dividends on Preferred Shares for two years, holders of Preferred","page_number":9,"box":{"x":117,"y":751,"width":759,"height":12}},{"id":"3c79678a-595d-40e9-8023-43d470d0aecb","block_type":"box","text":"Shares would be entitled to elect a majority of the Trustees.","page_number":9,"box":{"x":116,"y":767,"width":400,"height":11}},{"id":"c2542282-e849-4b52-afad-91c8b6b874b2","block_type":"box","text":"If the Fund issues Preferred Shares, the Fund expects that it will be subject to certain restrictions imposed by","page_number":9,"box":{"x":150,"y":800,"width":732,"height":12}},{"id":"5aa11d09-e218-4909-bc4c-5b11a2fb4d5f","block_type":"box","text":"guidelines of one or more rating agencies that may issue ratings for Preferred Shares issued by the Fund. These","page_number":9,"box":{"x":116,"y":816,"width":749,"height":11}},{"id":"93ddd4ab-4588-41e7-8a20-03cd309110fd","block_type":"box","text":"guidelines are expected to impose asset coverage or portfolio composition requirements that are more stringent","page_number":9,"box":{"x":116,"y":831,"width":748,"height":12}},{"id":"bd41fcb5-cbc4-4f34-8cba-9329d1db17f1","block_type":"box","text":"than those imposed on the Fund by the Investment Company Act. It is not anticipated that these covenants or","page_number":9,"box":{"x":116,"y":847,"width":735,"height":12}},{"id":"bb9f28b6-9ce7-4255-bf65-c1354a67fbe8","block_type":"box","text":"guidelines would impede the Advisor from managing the Fund’s portfolio in accordance with the Fund’s","page_number":9,"box":{"x":116,"y":862,"width":706,"height":12}},{"id":"8e3695d4-a9cf-4d7f-9b25-c6165375a604","block_type":"box","text":"investment objective and policies.","page_number":9,"box":{"x":116,"y":878,"width":228,"height":12}},{"id":"8e973e68-1b6c-4927-a3bd-a8c07208ab12","block_type":"box","text":"S-6","page_number":9,"box":{"x":489,"y":909,"width":22,"height":9}},{"id":"e31ad0dc-e731-456c-88d8-1796b898834f","block_type":"box","text":"NM1026U-5982768-9/119","page_number":9,"box":{"x":757,"y":969,"width":145,"height":7}},{"id":"c39ff9e6-c975-445e-9773-9fbe7f048b01","block_type":"box","text":"Event Driven Investments","page_number":10,"box":{"x":116,"y":87,"width":186,"height":10}},{"id":"e5eedf14-6384-4cba-8e48-a7750766e352","block_type":"box","text":"The Fund may invest in companies that are subject to corporate events such as mergers, acquisitions,","page_number":10,"box":{"x":150,"y":111,"width":679,"height":12}},{"id":"888decd7-9739-4657-924f-8678887a3af0","block_type":"box","text":"restructurings, spin-offs, shareholder activism, or other special situations that alter a company’s financial","page_number":10,"box":{"x":116,"y":127,"width":707,"height":12}},{"id":"557fab77-83e6-4b32-b776-6d763851c4e7","block_type":"box","text":"structure or operating strategy. The prices of securities of the companies involved in these events are typically","page_number":10,"box":{"x":117,"y":142,"width":741,"height":12}},{"id":"aecab1cb-b2cc-4152-9941-78bbcebd60ec","block_type":"box","text":"influenced more by the dynamics of the particular event or situation. Typically, these strategies rely on","page_number":10,"box":{"x":116,"y":158,"width":693,"height":12}},{"id":"3dddd2c9-0ccd-4ff1-abae-5c66f3b6ca66","block_type":"box","text":"fundamental research that extends beyond the evaluation of the issues affecting a single company to include an","page_number":10,"box":{"x":116,"y":173,"width":748,"height":12}},{"id":"f226f210-3550-43fd-a99b-db4aea9f1880","block_type":"box","text":"assessment of the legal and structural issues surrounding the extraordinary event or transaction. The intended","page_number":10,"box":{"x":116,"y":189,"width":735,"height":12}},{"id":"40d3f04a-ba82-48f8-8882-23ec0b7e666e","block_type":"box","text":"goal of the investment strategies within the event driven strategy is to profit when the price of a security changes","page_number":10,"box":{"x":116,"y":204,"width":759,"height":12}},{"id":"ff07f525-7f93-4a78-8322-15d0759a5004","block_type":"box","text":"to reflect more accurately the likelihood and potential impact of the occurrence, or non-occurrence, of the","page_number":10,"box":{"x":116,"y":220,"width":712,"height":12}},{"id":"3baf1844-173d-4b5a-8bd9-128d71e35088","block_type":"box","text":"extraordinary event.","page_number":10,"box":{"x":116,"y":235,"width":134,"height":12}},{"id":"dcdd67d4-f43d-4235-a3b7-7512b9b1ff8c","block_type":"box","text":"Real Estate Investment Trusts","page_number":10,"box":{"x":116,"y":276,"width":217,"height":9}},{"id":"2b777b54-e2e4-40ac-b46d-acdeaedba5fc","block_type":"box","text":"The Fund may invest in equity interests and debt securities issued by real estate investment trusts","page_number":10,"box":{"x":150,"y":300,"width":654,"height":11}},{"id":"8752caeb-84a8-4262-bbb3-e6befc2e2be4","block_type":"box","text":"(“REITs”). REITs possess certain risks which differ from an investment in common stocks. REITs are financial","page_number":10,"box":{"x":116,"y":315,"width":753,"height":12}},{"id":"143b4a19-862f-4d51-bbbe-873b262fa873","block_type":"box","text":"vehicles that pool investors’ capital to purchase or finance real estate. REITs may concentrate their investments","page_number":10,"box":{"x":116,"y":331,"width":751,"height":11}},{"id":"f8ecbcc6-73ef-4cb4-8d54-d142fe24794f","block_type":"box","text":"in specific geographic areas or in specific property types (i.e., hotels, shopping malls, residential complexes and","page_number":10,"box":{"x":116,"y":346,"width":755,"height":12}},{"id":"035bf246-33da-4e0f-a64c-38480abc4db4","block_type":"box","text":"office buildings). The market value of REIT shares and the ability of REITs to distribute income may be","page_number":10,"box":{"x":116,"y":362,"width":704,"height":11}},{"id":"b499e5e8-62f8-4a84-b3e8-c74a6f4c62fe","block_type":"box","text":"adversely affected by several factors, including rising interest rates, changes in the national, state and local","page_number":10,"box":{"x":116,"y":377,"width":719,"height":12}},{"id":"06aa1821-e3be-4f9d-9887-1412872ff220","block_type":"box","text":"economic climate and real estate conditions, occupancy and rental rates, perceptions of prospective tenants of the","page_number":10,"box":{"x":116,"y":393,"width":763,"height":11}},{"id":"06217c00-2bf3-440b-8c96-0d48c8a82e5d","block_type":"box","text":"safety, convenience and attractiveness of the properties, the ability of the owners to provide adequate","page_number":10,"box":{"x":117,"y":408,"width":680,"height":12}},{"id":"59f02a20-aea0-4e5f-ba26-68afe36a43b8","block_type":"box","text":"management, maintenance and insurance, the cost of complying with the Americans with Disabilities Act,","page_number":10,"box":{"x":116,"y":424,"width":715,"height":11}},{"id":"ca858c8a-61f6-43d8-89a4-5725fb7a3d7b","block_type":"box","text":"increased competition from new properties, the impact of present or future environmental legislation and","page_number":10,"box":{"x":116,"y":439,"width":707,"height":12}},{"id":"4909fc8e-8cc1-4272-99cf-7636b93b5836","block_type":"box","text":"compliance with environmental laws, changes in real estate taxes and other operating expenses, adverse changes","page_number":10,"box":{"x":116,"y":455,"width":758,"height":11}},{"id":"cd57f38d-0002-4547-920f-670eec4b5aad","block_type":"box","text":"in governmental rules and fiscal policies, adverse changes in zoning laws and other factors beyond the control of","page_number":10,"box":{"x":116,"y":470,"width":761,"height":12}},{"id":"1b1b0d7d-8b99-4b45-8bfe-26ea60ae0ad7","block_type":"box","text":"the REIT issuers. To the extent that assets underlying a REIT are concentrated geographically, by property type,","page_number":10,"box":{"x":116,"y":486,"width":756,"height":11}},{"id":"8a511d1f-8d49-4265-aee8-df69962ec236","block_type":"box","text":"or in certain other respects, these risks may be heightened.","page_number":10,"box":{"x":116,"y":501,"width":392,"height":12}},{"id":"92ebb296-7ccd-4b14-a386-fa49cccf194f","block_type":"box","text":"In addition, distributions received by the Fund from REITs may consist of dividends, capital gains and/or","page_number":10,"box":{"x":150,"y":534,"width":710,"height":11}},{"id":"d143d167-1a34-4708-bd50-7080a65b5e2c","block_type":"box","text":"return of capital. As REITs generally pay a higher rate of dividends (on a pre-tax basis) than operating","page_number":10,"box":{"x":116,"y":549,"width":689,"height":12}},{"id":"acb76960-db1c-4ab7-9eae-7188bf89bb15","block_type":"box","text":"companies, to the extent application of the Fund’s investment strategy results in the Fund investing in REIT","page_number":10,"box":{"x":116,"y":565,"width":727,"height":11}},{"id":"189a7eba-a9c0-42d4-b404-1aa5e44e775e","block_type":"box","text":"shares, the percentage of the Fund’s dividend income received from REIT shares will likely exceed the","page_number":10,"box":{"x":117,"y":580,"width":693,"height":12}},{"id":"199815da-16cf-4004-9c5a-e10cead6ef07","block_type":"box","text":"percentage of the Fund’s portfolio which is comprised of REIT shares.","page_number":10,"box":{"x":116,"y":596,"width":475,"height":11}},{"id":"9c2f1d72-ccb1-46e6-bab4-7bec546957e2","block_type":"box","text":"There are three general categories of REITs: equity REITs, mortgage REITs and hybrid REITs. Equity","page_number":10,"box":{"x":150,"y":628,"width":692,"height":11}},{"id":"ff3445d2-4053-44e5-8ff0-746922174f29","block_type":"box","text":"REITs invest primarily in direct fee ownership or leasehold ownership of real property, which derive most of","page_number":10,"box":{"x":116,"y":643,"width":736,"height":12}},{"id":"1bced644-5508-4132-9e0c-b2b4a91c578a","block_type":"box","text":"their income from rents. Mortgage REITs invest mostly in mortgages on real estate, which may secure","page_number":10,"box":{"x":116,"y":659,"width":690,"height":11}},{"id":"2bee6c86-b6d6-41f4-ad29-b76ac421e28e","block_type":"box","text":"construction, development or long-term loans, and the main source of their income is mortgage interest","page_number":10,"box":{"x":116,"y":674,"width":696,"height":12}},{"id":"fc8feabd-b980-437f-b188-1ecdd4f6ce7a","block_type":"box","text":"payments. Hybrid REITs hold both ownership and mortgage interests in real estate.","page_number":10,"box":{"x":116,"y":690,"width":561,"height":11}},{"id":"cf8f9406-267c-454e-8947-641f71e85558","block_type":"box","text":"Alternative Lending","page_number":10,"box":{"x":116,"y":730,"width":145,"height":12}},{"id":"f44c3cfa-efea-47c2-9faf-b326217fee25","block_type":"box","text":"Alternative lending, which is sometimes referred to as peer-to-peer lending, online lending or marketplace","page_number":10,"box":{"x":150,"y":754,"width":716,"height":12}},{"id":"2ba04e34-ee71-46f8-a1fb-79537faa20ac","block_type":"box","text":"lending, is a method of financing in which an alternative lending platform facilitates the borrowing and lending","page_number":10,"box":{"x":116,"y":770,"width":750,"height":11}},{"id":"f9c50286-afa6-40f4-b70c-251dccf0e417","block_type":"box","text":"of money while generally not relying on deposits for capital to fund loans. It is considered an alternative to more","page_number":10,"box":{"x":116,"y":785,"width":759,"height":12}},{"id":"94b6235c-c5ff-4280-b5ab-708cd0d350ab","block_type":"box","text":"traditional debt financing done through a bank. There are several different models of alternative lending but, very","page_number":10,"box":{"x":116,"y":801,"width":765,"height":11}},{"id":"4f847f87-0a69-481f-bddf-dcca5267f000","block_type":"box","text":"generally, a platform typically matches consumers, small or medium-sized businesses or other types of borrowers","page_number":10,"box":{"x":116,"y":816,"width":765,"height":12}},{"id":"2ea77eff-d8b2-430b-87b2-da2f86d7a162","block_type":"box","text":"with investors that are interested in gaining investment exposure to the loans made to such borrowers.","page_number":10,"box":{"x":116,"y":832,"width":685,"height":11}},{"id":"c0e76408-6e8e-4464-b2c5-1b802eb30664","block_type":"box","text":"Prospective borrowers are usually required to provide or give access to certain financial information to the","page_number":10,"box":{"x":116,"y":847,"width":718,"height":12}},{"id":"4f1b4d8b-93fe-4695-aa51-9aea984f87b8","block_type":"box","text":"platform, such as the intended purpose of the loan, income, employment information, credit score,","page_number":10,"box":{"x":116,"y":863,"width":661,"height":11}},{"id":"2db38793-3b3d-4907-8e9f-a91c0e12b8d6","block_type":"box","text":"debt-to-income ratio, credit history (including defaults and delinquencies) and home ownership status, and, in the","page_number":10,"box":{"x":116,"y":878,"width":764,"height":12}},{"id":"536db916-c313-461b-a469-7c4585d61d21","block_type":"box","text":"S-7","page_number":10,"box":{"x":489,"y":909,"width":21,"height":9}},{"id":"372c77ba-01f8-4fb1-a98b-4d08542813ff","block_type":"box","text":"NM1026U-5982768-10/119","page_number":10,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"0ce66c7b-c048-4989-8aab-ef63a5fb256d","block_type":"box","text":"case of small business loans, business financial statements and personal credit information regarding any","page_number":11,"box":{"x":116,"y":88,"width":707,"height":11}},{"id":"36abb3d4-8892-48fd-ac57-c064673c51c7","block_type":"box","text":"guarantor, some of which information is made available to prospective lenders. Often, platforms charge fees to","page_number":11,"box":{"x":116,"y":103,"width":747,"height":12}},{"id":"301ea7ce-b390-4022-b86c-e937151e4a32","block_type":"box","text":"borrowers to cover these screening and administrative costs. Based on this and other relevant supplemental","page_number":11,"box":{"x":116,"y":119,"width":721,"height":11}},{"id":"06db144b-d00a-44a8-bd48-25d053b9549a","block_type":"box","text":"information, the platform usually assigns its own credit rating to the borrower and sets the interest rate for the","page_number":11,"box":{"x":116,"y":134,"width":739,"height":12}},{"id":"8d5264f7-46f0-4443-ae8f-aca3c8343592","block_type":"box","text":"requested borrowing. Platforms then post the borrowing requests online and investors may choose among the","page_number":11,"box":{"x":116,"y":150,"width":736,"height":11}},{"id":"c3492e3f-8f75-478c-9fbb-9e539731eb8d","block_type":"box","text":"loans, based on the interest rates the loans are expected to yield less any servicing or origination fees charged by","page_number":11,"box":{"x":116,"y":165,"width":757,"height":12}},{"id":"25f734e0-d7b5-468d-bde8-d138ca117486","block_type":"box","text":"the platform or others involved in the lending arrangement, the background data provided on the borrowers and","page_number":11,"box":{"x":116,"y":181,"width":751,"height":11}},{"id":"2f3d5617-fb59-4cc2-b10c-83febdc1569e","block_type":"box","text":"the credit rating assigned by the platform. In some cases, a platform partners with a bank to originate a loan to a","page_number":11,"box":{"x":116,"y":196,"width":754,"height":12}},{"id":"dd302345-0e59-4d09-bb06-278e81aec510","block_type":"box","text":"borrower, after which the bank sells the loan to the platform or directly to the investor; alternatively, some","page_number":11,"box":{"x":116,"y":212,"width":717,"height":11}},{"id":"d9acb75a-6e3b-45ec-8252-021b0bdce872","block_type":"box","text":"platforms may originate loans themselves. Some investors, including the Fund, may not review the particular","page_number":11,"box":{"x":116,"y":227,"width":736,"height":12}},{"id":"4e7a1787-4883-4c58-9880-5aac0d3f1fc2","block_type":"box","text":"characteristics of the loans in which they invest at the time of investment, but rather negotiate in advance with","page_number":11,"box":{"x":116,"y":243,"width":742,"height":11}},{"id":"7ecfa9b6-17d0-47fe-8ec3-83c3d5bec304","block_type":"box","text":"platforms the general criteria of the investments, as described above. As a result, the Fund is dependent on the","page_number":11,"box":{"x":116,"y":258,"width":742,"height":12}},{"id":"ef274172-dd75-490b-9d1a-d8f74a43a15d","block_type":"box","text":"platforms’ ability to collect, verify and provide information to the Fund about each loan and borrower.","page_number":11,"box":{"x":116,"y":274,"width":689,"height":11}},{"id":"5cb52e3c-1872-49c3-9a71-1be9b95ecebe","block_type":"box","text":"Platforms may set minimum eligibility standards for borrowers to participate in alternative lending","page_number":11,"box":{"x":150,"y":305,"width":665,"height":11}},{"id":"925b6c60-155c-4276-9cb6-7894d95dfcf4","block_type":"box","text":"arrangements and may limit the maximum permitted borrowings. Depending on the purpose and nature of the","page_number":11,"box":{"x":116,"y":320,"width":739,"height":12}},{"id":"afc42955-c927-4072-8337-bb2f9323377b","block_type":"box","text":"loan, its term may, for example, be as short as six months or shorter, or as long as thirty years or longer. Set forth","page_number":11,"box":{"x":116,"y":336,"width":763,"height":11}},{"id":"def24a3b-e7ed-400e-a7a3-c9293fde9631","block_type":"box","text":"below is additional information about some of the Fund’s alternative lending-related investments.","page_number":11,"box":{"x":116,"y":351,"width":657,"height":12}},{"id":"5f754def-1bf0-4a0c-b781-5d3c9feef0d0","block_type":"box","text":"Whole Loans","page_number":11,"box":{"x":151,"y":382,"width":86,"height":9}},{"id":"238153c7-dacd-416c-be23-de4d94ce418e","block_type":"box","text":". The Fund may invest in whole loans. When the Fund invests directly or indirectly in whole","page_number":11,"box":{"x":239,"y":382,"width":621,"height":12}},{"id":"5ee26d64-4b22-467b-871c-0fef7b1f5cbf","block_type":"box","text":"loans, it typically purchases all rights, title and interest in the loans pursuant to a loan purchase agreement","page_number":11,"box":{"x":116,"y":398,"width":713,"height":11}},{"id":"eefee87c-d107-4419-831e-8d02898d895b","block_type":"box","text":"directly from the platform or its affiliate. The platform or a third-party servicer typically continues to service the","page_number":11,"box":{"x":116,"y":413,"width":758,"height":12}},{"id":"84b622e6-9b41-4577-8087-9240881fd757","block_type":"box","text":"loans, collecting payments and distributing them to investors, less any servicing fees assessed against the Fund,","page_number":11,"box":{"x":116,"y":429,"width":750,"height":11}},{"id":"147f6cad-b479-42e8-9b5e-c0bc3f05efec","block_type":"box","text":"and the servicing entity typically will make all decisions regarding acceleration or enforcement of the loans","page_number":11,"box":{"x":116,"y":444,"width":724,"height":12}},{"id":"03f90835-497e-4c19-badc-e8c0dbc9453b","block_type":"box","text":"following any default by a borrower. Where a platform or its affiliate acts as the loan servicer, there is typically a","page_number":11,"box":{"x":116,"y":460,"width":763,"height":11}},{"id":"03a8ace7-a0ae-4b57-94f0-82fcc8c972a7","block_type":"box","text":"backup servicer in place in case that platform or affiliate ceases or fails to perform these servicing functions. The","page_number":11,"box":{"x":116,"y":475,"width":762,"height":12}},{"id":"e398955c-708d-4521-8db8-b4fd80498f8e","block_type":"box","text":"Fund, as an investor in a whole loan, would be entitled to receive payment only from the borrower and/or any","page_number":11,"box":{"x":116,"y":491,"width":739,"height":11}},{"id":"d199d68f-13de-4dd3-ba4f-f6c37ccd4eaf","block_type":"box","text":"guarantor, and would not be able to recover any deficiency from the platform, except under very narrow","page_number":11,"box":{"x":116,"y":506,"width":702,"height":12}},{"id":"1c1aab10-18bc-4d14-b0b1-339fb03dd590","block_type":"box","text":"circumstances, which may include fraud by the borrower in some cases. As described above, the whole loans in","page_number":11,"box":{"x":116,"y":522,"width":752,"height":11}},{"id":"22dd7363-a419-4534-ae7d-f116975f3714","block_type":"box","text":"which the Fund may invest may be secured or unsecured.","page_number":11,"box":{"x":116,"y":537,"width":385,"height":12}},{"id":"be0646ed-575e-420d-8a37-46b030d40aa3","block_type":"box","text":"Asset-Backed Securities","page_number":11,"box":{"x":148,"y":568,"width":162,"height":9}},{"id":"296ce816-fcac-4e2b-a3e4-62d6060f8b9e","block_type":"box","text":". The Fund may directly or indirectly invest in, and/or sell certain of its alternative","page_number":11,"box":{"x":312,"y":568,"width":553,"height":12}},{"id":"6bd1d1e0-03bc-4456-bc37-1d9912266b61","block_type":"box","text":"lending-related investments to, special purpose entities, sometimes referred to as securitization vehicles, formed","page_number":11,"box":{"x":116,"y":584,"width":755,"height":11}},{"id":"fdac88ac-0536-4899-bc13-bda063ce6811","block_type":"box","text":"by third parties for the purpose of acquiring alternative lending-related investments and issuing securities, the","page_number":11,"box":{"x":116,"y":599,"width":738,"height":12}},{"id":"e9e9236f-1ea8-4409-93bc-eac5994f4c93","block_type":"box","text":"payments on which are funded by payments received on such entities’ underlying investments. Such asset-backed","page_number":11,"box":{"x":116,"y":615,"width":767,"height":11}},{"id":"f94e7f16-a663-4daa-9bc1-6c540f35bece","block_type":"box","text":"securities may be issued in different tranches of debt and residual equity interests with different rights and","page_number":11,"box":{"x":117,"y":630,"width":715,"height":12}},{"id":"7a5646fd-60e2-4821-a189-f1e9d8c79051","block_type":"box","text":"preferences. The Fund may hold any tranche of such asset-backed securities. Such a securitization vehicle may","page_number":11,"box":{"x":116,"y":646,"width":747,"height":11}},{"id":"58868c9e-16e8-42b3-9f46-376dbe873603","block_type":"box","text":"be formed by a platform, a pooled investment vehicle or any other entity.","page_number":11,"box":{"x":116,"y":661,"width":492,"height":12}},{"id":"2bf22cb9-0d8b-4105-8924-3d64f6690e6d","block_type":"box","text":"Shares, Certificates, Notes or Other Securities","page_number":11,"box":{"x":150,"y":692,"width":312,"height":12}},{"id":"139e257e-d333-4acb-9bd0-279b3b3969a6","block_type":"box","text":". The Fund may also invest directly or indirectly in shares,","page_number":11,"box":{"x":464,"y":692,"width":391,"height":12}},{"id":"2affeac2-b5bf-4e89-8765-b821591f3dc4","block_type":"box","text":"certificates, notes or other securities representing the right to receive principal and interest payments due on","page_number":11,"box":{"x":116,"y":708,"width":727,"height":11}},{"id":"094d92d7-7adf-4a76-b0ab-5ed991ab83f5","block_type":"box","text":"fractions of whole loans or pools of whole loans. The platform or a separate special purpose entity organized by","page_number":11,"box":{"x":116,"y":723,"width":754,"height":12}},{"id":"60b96b2b-5c9f-4362-805f-1e0208d4b678","block_type":"box","text":"or on behalf of the platform may hold the whole loans underlying such securities on its books and issue to the","page_number":11,"box":{"x":116,"y":739,"width":738,"height":11}},{"id":"09d06477-d2f1-40c4-b922-a15c9e7b3086","block_type":"box","text":"Fund, as an investor, a share, certificate, note or other security, the payments on which track and depend upon the","page_number":11,"box":{"x":116,"y":754,"width":765,"height":12}},{"id":"a90ee87f-b9bd-4564-925d-17b017e20c2f","block_type":"box","text":"borrower payments on the underlying loans. As with whole loans, the platforms or third-party servicers typically","page_number":11,"box":{"x":116,"y":770,"width":759,"height":11}},{"id":"8ea22b1b-3c85-4684-895f-5e965c575bdf","block_type":"box","text":"continue to service the underlying loans on which the performance of such securities is based. Such securities","page_number":11,"box":{"x":116,"y":785,"width":738,"height":12}},{"id":"1574eff5-19aa-431f-8701-4b7e1b7cd724","block_type":"box","text":"may be linked to any of the types of whole loans in which the Fund may invest directly. Such securities may also","page_number":11,"box":{"x":116,"y":801,"width":762,"height":11}},{"id":"8b1245b6-9129-494c-bb68-3e78568fa497","block_type":"box","text":"track fractions of a whole loan. These securities may be sold through publicly registered offerings or through","page_number":11,"box":{"x":116,"y":816,"width":734,"height":12}},{"id":"5bd00ffa-613f-4435-91a7-47525a3d08c9","block_type":"box","text":"unregistered private offerings.","page_number":11,"box":{"x":116,"y":832,"width":202,"height":11}},{"id":"b5079eca-8751-4759-ab56-e4de3b78c455","block_type":"box","text":"S-8","page_number":11,"box":{"x":489,"y":909,"width":21,"height":9}},{"id":"6d79d964-330a-4c36-bbc0-ab6195bd3c76","block_type":"box","text":"NM1026U-5982768-11/119","page_number":11,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"4629920c-0331-4f0f-9b6e-055b4f59df4b","block_type":"box","text":"Funding Agreements","page_number":12,"box":{"x":116,"y":87,"width":150,"height":12}},{"id":"802ed33f-ebeb-44ae-aec7-795666bc7542","block_type":"box","text":"The Fund may invest in Guaranteed Investment Contracts and similar funding agreements. In connection","page_number":12,"box":{"x":150,"y":111,"width":707,"height":12}},{"id":"5e473389-9e92-4729-9a35-7fe918c5408f","block_type":"box","text":"with these investments, the Fund makes cash contributions to a deposit fund of an insurance company’s general","page_number":12,"box":{"x":116,"y":127,"width":752,"height":11}},{"id":"3678663b-c619-43bf-88b8-c52cf3cedda4","block_type":"box","text":"account. The insurance company then credits to the Fund payments at an agreed upon rate (which may be a fixed","page_number":12,"box":{"x":116,"y":142,"width":762,"height":12}},{"id":"3d85c2dc-f329-41c4-9868-8eabf3baf712","block_type":"box","text":"or variable rate). The funding agreements provide that this guaranteed interest will not be less than a certain","page_number":12,"box":{"x":116,"y":158,"width":726,"height":11}},{"id":"f4d1c2ca-9540-4ec4-87d2-658a531e5038","block_type":"box","text":"minimum rate. The purchase price paid for a funding agreement becomes part of the general assets of the","page_number":12,"box":{"x":116,"y":173,"width":709,"height":12}},{"id":"cd843e98-1418-46d6-aa9a-3def9bb366a2","block_type":"box","text":"insurance company, and the contract is paid from the general assets of the insurance company. Generally,","page_number":12,"box":{"x":116,"y":189,"width":711,"height":11}},{"id":"f953f439-0e36-4ecc-9e25-5bc6e52c79c8","block_type":"box","text":"funding agreements are not assignable or transferable without the permission of the issuing insurance companies,","page_number":12,"box":{"x":116,"y":204,"width":763,"height":12}},{"id":"ef94823d-4ff1-4efa-ba07-597187981fc4","block_type":"box","text":"and an active secondary market in some funding agreements does not currently exist.","page_number":12,"box":{"x":116,"y":220,"width":572,"height":11}},{"id":"5f1826aa-f551-4de6-b84f-cd3cb975ceac","block_type":"box","text":"Litigation Finance","page_number":12,"box":{"x":116,"y":260,"width":132,"height":11}},{"id":"2d70d24e-ad9a-48e9-8c42-1b3fe86aef92","block_type":"box","text":"Litigating and settling private lawsuits can be a very lengthy and expensive process. Parties to a litigation","page_number":12,"box":{"x":150,"y":284,"width":711,"height":11}},{"id":"38271a10-0aea-47ce-b986-1748f4ceaf7d","block_type":"box","text":"and/or their counsel are in need of immediate funds for a variety of reasons. The Fund may enter into","page_number":12,"box":{"x":116,"y":299,"width":682,"height":12}},{"id":"15c75303-6f2d-413b-9da3-47cea986ad01","block_type":"box","text":"arrangement with a plaintiff or law firm in order to provide capital to fund litigation in exchange for a portion of","page_number":12,"box":{"x":116,"y":315,"width":759,"height":11}},{"id":"90f2e2da-a970-433b-ba9c-3044f9a56422","block_type":"box","text":"the award or settlement. Generally, the recipient of such financing is not obligated to make any payment unless","page_number":12,"box":{"x":116,"y":330,"width":749,"height":12}},{"id":"12633c1a-5182-4286-80eb-51e5b25a51bd","block_type":"box","text":"and until litigation proceeds are actually received by the litigant or their counsel. If the matter fails to be","page_number":12,"box":{"x":116,"y":346,"width":702,"height":11}},{"id":"4ffda799-1202-4f5e-9e9d-7835c57b3402","block_type":"box","text":"resolved, or is resolved adversely to the plaintiff, there is generally no obligation to pay anything and the Fund","page_number":12,"box":{"x":116,"y":361,"width":745,"height":12}},{"id":"a30eec66-56cb-4f44-9940-7d894b42f2b3","block_type":"box","text":"would suffer a complete loss of the capital invested.","page_number":12,"box":{"x":116,"y":377,"width":349,"height":11}},{"id":"4b1ceb18-031f-4448-a560-fc4331a42ded","block_type":"box","text":"Guarantees","page_number":12,"box":{"x":116,"y":417,"width":82,"height":9}},{"id":"5031c160-70b4-498e-9765-ad7c18458d82","block_type":"box","text":"The Fund may purchase securities which contain guarantees issued by an entity separate from the issuer of","page_number":12,"box":{"x":150,"y":440,"width":720,"height":12}},{"id":"f5981874-d356-4652-986a-4ea19a8eb91c","block_type":"box","text":"the security. Generally, the guarantor of a security (often an affiliate of the issuer) will fulfill an issuer’s payment","page_number":12,"box":{"x":116,"y":456,"width":764,"height":12}},{"id":"2f287a11-9ddd-4bf0-93b3-9df50b2df81a","block_type":"box","text":"obligations under a security if the issuer is unable to do so.","page_number":12,"box":{"x":116,"y":471,"width":395,"height":12}},{"id":"4c06724e-6044-4b28-9614-fff54a46678e","block_type":"box","text":"Rights Offerings and Warrants to Purchase","page_number":12,"box":{"x":116,"y":512,"width":313,"height":11}},{"id":"ab08df08-9359-41f3-943f-6262411418c6","block_type":"box","text":"The Fund may participate in rights offerings and may purchase warrants, which are privileges issued by","page_number":12,"box":{"x":150,"y":535,"width":699,"height":12}},{"id":"ba4c9684-582a-4e14-a5d5-53ea975f9aff","block_type":"box","text":"corporations enabling the owners to subscribe to and purchase a specified number of shares of the corporation at","page_number":12,"box":{"x":116,"y":551,"width":758,"height":11}},{"id":"0de8a4fc-a3a2-4825-b081-3ed5124c29c0","block_type":"box","text":"a specified price during a specified period of time. Subscription rights normally have a short life span to","page_number":12,"box":{"x":116,"y":566,"width":701,"height":12}},{"id":"d19e39ec-c90f-4d69-8cf2-fadbfe7bc070","block_type":"box","text":"expiration. The purchase of rights or warrants involves the risk that the Fund could lose the purchase value of a","page_number":12,"box":{"x":116,"y":582,"width":750,"height":11}},{"id":"302c068f-6ef4-44c8-9011-95fe7152b550","block_type":"box","text":"right or warrant if the right to subscribe to additional shares is not exercised prior to the rights’ and warrants’","page_number":12,"box":{"x":116,"y":597,"width":733,"height":12}},{"id":"ad779288-1f13-42a0-81c0-e8560ef66bc8","block_type":"box","text":"expiration. Also, the purchase of rights and/or warrants involves the risk that the effective price paid for the right","page_number":12,"box":{"x":116,"y":613,"width":761,"height":11}},{"id":"7155494e-1b81-43b0-96a4-d5751a1b9e5e","block_type":"box","text":"and/or warrant added to the subscription price of the related security may exceed the value of the subscribed","page_number":12,"box":{"x":116,"y":628,"width":730,"height":12}},{"id":"74d424dd-7949-4959-b2f4-afab23458eaa","block_type":"box","text":"security’s market price such as when there is no movement in the level of the underlying security. Buying a","page_number":12,"box":{"x":117,"y":644,"width":724,"height":11}},{"id":"7bf7fe73-ccfd-41b4-9e83-4bbe78505feb","block_type":"box","text":"warrant does not make the Fund a shareholder of the underlying stock.","page_number":12,"box":{"x":116,"y":659,"width":474,"height":12}},{"id":"378da2ac-951e-4f77-9537-46a714216670","block_type":"box","text":"Depositary Receipts","page_number":12,"box":{"x":116,"y":699,"width":143,"height":12}},{"id":"cf4284c5-b542-4617-a2e9-511b428e9c57","block_type":"box","text":"The Fund may invest in American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”),","page_number":12,"box":{"x":150,"y":723,"width":730,"height":12}},{"id":"81290a64-5679-4d6a-9ac0-481adff4f851","block_type":"box","text":"Global Depositary Receipts (“GDRs”) and other similar global instruments, which are generally subject to risks","page_number":12,"box":{"x":116,"y":739,"width":753,"height":11}},{"id":"01e3de7f-fa0a-4ec4-a813-2e27a9a260fc","block_type":"box","text":"associated with equity securities and investments in non-U.S. securities. ADRs typically are issued by a U.S.","page_number":12,"box":{"x":116,"y":754,"width":732,"height":12}},{"id":"4d6633b0-8820-4105-9a84-10bfc09280f7","block_type":"box","text":"bank or trust company and evidence ownership of underlying securities issued by a non-U.S. corporation. EDRs,","page_number":12,"box":{"x":116,"y":770,"width":760,"height":11}},{"id":"acea0e49-84a2-4cc6-920b-4c9480046277","block_type":"box","text":"which are sometimes referred to as Continental Depositary Receipts, are receipts issued in Europe, typically by","page_number":12,"box":{"x":116,"y":785,"width":749,"height":12}},{"id":"315e75ae-d597-46f7-832f-8981c5036c5c","block_type":"box","text":"non-U.S. banks and trust companies, that evidence ownership of either non-U.S. or domestic underlying","page_number":12,"box":{"x":116,"y":801,"width":701,"height":11}},{"id":"36bd4fc3-40a3-45f4-ab8c-8bc0fa8346c0","block_type":"box","text":"securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international","page_number":12,"box":{"x":117,"y":816,"width":757,"height":12}},{"id":"5a6e2e6c-0b45-4106-a302-71292a51ebd3","block_type":"box","text":"basis. Unsponsored ADR, EDR and GDR programs are organized independently and without the cooperation of","page_number":12,"box":{"x":116,"y":832,"width":756,"height":11}},{"id":"249e1f62-b309-4599-a022-a6665c83b739","block_type":"box","text":"the issuer of the underlying securities. As a result, available information concerning the issuer may not be as","page_number":12,"box":{"x":116,"y":847,"width":730,"height":12}},{"id":"b8193ca5-e56b-40c7-858d-dab77f268019","block_type":"box","text":"current as for sponsored ADRs, EDRs and GDRs, and the prices of unsponsored ADRs, EDRs and GDRs may be","page_number":12,"box":{"x":116,"y":863,"width":764,"height":11}},{"id":"67c9e11c-2d7b-4006-8230-b3cf68587e75","block_type":"box","text":"more volatile than if such instruments were sponsored by the issuer.","page_number":12,"box":{"x":116,"y":878,"width":457,"height":12}},{"id":"2b699c86-685d-4247-90aa-1a50815a3db0","block_type":"box","text":"S-9","page_number":12,"box":{"x":489,"y":909,"width":22,"height":9}},{"id":"20ff6a85-77b6-45b3-96b1-1a870c901a2e","block_type":"box","text":"NM1026U-5982768-12/119","page_number":12,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"493b395e-4ebe-4531-8f0d-49ef62ad6f8a","block_type":"box","text":"Master Limited Partnerships","page_number":13,"box":{"x":116,"y":87,"width":209,"height":12}},{"id":"2cb94102-caab-41ea-9b5d-79c5681aa20e","block_type":"box","text":"Master Limited Partnerships (“MLPs”) are limited partnerships or limited liability companies taxable as","page_number":13,"box":{"x":150,"y":109,"width":701,"height":12}},{"id":"4f9a51bc-b7e7-42a8-bfbf-68905ea9335e","block_type":"box","text":"partnerships. MLPs may derive income and gains from the exploration, development, mining or production,","page_number":13,"box":{"x":116,"y":125,"width":727,"height":11}},{"id":"723d73b9-c4aa-4127-ac19-9971e718f45f","block_type":"box","text":"processing, refining, transportation (including pipelines transporting gas, oil, or products thereof), or the","page_number":13,"box":{"x":116,"y":140,"width":703,"height":12}},{"id":"233208ea-fb91-49c1-a4be-d9f8fccc99e1","block_type":"box","text":"marketing of any mineral or natural resources. MLPs generally have two classes of owners, the general partner","page_number":13,"box":{"x":116,"y":156,"width":747,"height":11}},{"id":"7b627d05-b70b-4f43-9c39-21ad2354c212","block_type":"box","text":"and limited partners. When investing in an MLP, the Fund intends to purchase publicly traded common units","page_number":13,"box":{"x":116,"y":171,"width":733,"height":12}},{"id":"a0defc07-1688-4f62-b361-93152690192a","block_type":"box","text":"issued to limited partners of the MLP. The general partner is typically owned by a major energy company, an","page_number":13,"box":{"x":116,"y":187,"width":737,"height":11}},{"id":"f3ce1597-8c39-4af3-9ba9-6c79d0f980ca","block_type":"box","text":"investment fund, the direct management of the MLP or is an entity owned by one or more of such parties. The","page_number":13,"box":{"x":116,"y":202,"width":742,"height":12}},{"id":"20fd9697-00f1-40fd-b90f-e55b5655cf75","block_type":"box","text":"general partner may be structured as a private or publicly traded corporation or other entity. The general partner","page_number":13,"box":{"x":116,"y":218,"width":754,"height":11}},{"id":"4112cb55-0c48-4389-b1a5-12489e776380","block_type":"box","text":"typically controls the operations and management of the MLP through an up to 2% equity interest in the MLP","page_number":13,"box":{"x":116,"y":233,"width":740,"height":12}},{"id":"d6d89556-30be-4cf8-9106-4910cf87a0e9","block_type":"box","text":"plus, in many cases, ownership of common units and subordinated units. Limited partners own the remainder of","page_number":13,"box":{"x":116,"y":249,"width":755,"height":11}},{"id":"36965f86-df1d-44d8-b2b1-c5e4259e6b20","block_type":"box","text":"the partnership, through ownership of common units, and have a limited role in the partnership’s operations and","page_number":13,"box":{"x":116,"y":264,"width":755,"height":12}},{"id":"ec2dbe3f-83fb-40e2-8269-69a7182a06f3","block_type":"box","text":"management.","page_number":13,"box":{"x":116,"y":281,"width":89,"height":10}},{"id":"8376b892-3d6c-4dc7-8aae-20719a3c9e22","block_type":"box","text":"Exchange Traded Notes (“ETNs”)","page_number":13,"box":{"x":116,"y":314,"width":244,"height":11}},{"id":"41fa6bd0-2ae6-42d5-9f4f-7ff835183394","block_type":"box","text":"The Fund may invest in ETNs. ETNs are generally notes representing debt of the issuer, usually a financial","page_number":13,"box":{"x":150,"y":336,"width":721,"height":11}},{"id":"b3b9e061-4aa0-446c-9583-1f8ff0468d42","block_type":"box","text":"institution. ETNs combine aspects of both bonds and ETFs. An ETN’s returns are based on the performance of","page_number":13,"box":{"x":116,"y":351,"width":748,"height":12}},{"id":"5fb87aa8-f207-4899-8adc-4aa892062c6a","block_type":"box","text":"one or more underlying assets, reference rates or indexes, minus fees and expenses. Similar to ETFs, ETNs are","page_number":13,"box":{"x":116,"y":367,"width":746,"height":11}},{"id":"0b8a4887-842d-4923-b4c4-c8856a3f920b","block_type":"box","text":"listed on an Exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the","page_number":13,"box":{"x":116,"y":382,"width":766,"height":12}},{"id":"8f9b3b1a-48c7-4b44-aed2-c6f110b5e1ab","block_type":"box","text":"ETN’s maturity, at which time the issuer will pay a return linked to the performance of the specific asset, index","page_number":13,"box":{"x":116,"y":398,"width":750,"height":11}},{"id":"778cd02b-ee97-47ac-9483-9a8a5ba61df5","block_type":"box","text":"or rate (“reference instrument”) to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs do","page_number":13,"box":{"x":116,"y":413,"width":745,"height":12}},{"id":"6782d6bb-0e64-4cbc-81a2-fa12bb41a67a","block_type":"box","text":"not make periodic interest payments, and principal is not protected.","page_number":13,"box":{"x":116,"y":429,"width":452,"height":11}},{"id":"8123511f-246a-4870-87b7-5f76120e560d","block_type":"box","text":"The value of an ETN may be influenced by, among other things, time to maturity, level of supply and","page_number":13,"box":{"x":150,"y":457,"width":684,"height":11}},{"id":"628e5d5e-7dc3-4615-985d-706020a3ff2b","block_type":"box","text":"demand for the ETN, volatility and lack of liquidity in underlying markets, changes in the applicable interest","page_number":13,"box":{"x":116,"y":472,"width":733,"height":12}},{"id":"0b1dad08-8ffd-476f-8f24-aa1cdaf665a4","block_type":"box","text":"rates, the performance of the reference instrument, changes in the issuer’s credit rating and economic, legal,","page_number":13,"box":{"x":116,"y":488,"width":726,"height":11}},{"id":"89d48b2c-952b-4b36-91a7-a59ead131628","block_type":"box","text":"political or geographic events that affect the reference instrument. ETNs are subject to credit risk and the value of","page_number":13,"box":{"x":116,"y":503,"width":767,"height":12}},{"id":"270a8f18-ad7c-435c-88fe-b98da1fd70b0","block_type":"box","text":"the ETN may drop due to a downgrade in an issuer’s credit rating, despite the underlying reference instrument","page_number":13,"box":{"x":116,"y":519,"width":743,"height":11}},{"id":"12dc95c5-39eb-4e0a-9d0b-e8ea9512271b","block_type":"box","text":"remaining unchanged. When the Fund invests in ETNs, it will bear its proportionate share of any fees and","page_number":13,"box":{"x":116,"y":534,"width":713,"height":12}},{"id":"b57fa773-e637-4a33-a159-ceb67d5e1098","block_type":"box","text":"expenses borne by the ETN.","page_number":13,"box":{"x":116,"y":550,"width":189,"height":11}},{"id":"e8e72d99-982e-44ec-b324-63238d593e92","block_type":"box","text":"An ETN that is tied to a reference instrument may not replicate the performance of the reference instrument.","page_number":13,"box":{"x":150,"y":577,"width":693,"height":12}},{"id":"83d94d80-3720-48b1-847c-9beda9a95504","block_type":"box","text":"ETNs also incur certain expenses not incurred by their applicable reference instrument. Some ETNs that use leverage","page_number":13,"box":{"x":116,"y":593,"width":753,"height":12}},{"id":"d7b3bfb4-c274-43aa-961c-ea8a43196dbc","block_type":"box","text":"can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a fair price. Levered ETNs are","page_number":13,"box":{"x":116,"y":609,"width":756,"height":11}},{"id":"318f240f-91ac-4770-91ad-ff1cd539842a","block_type":"box","text":"subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential","page_number":13,"box":{"x":117,"y":624,"width":755,"height":12}},{"id":"bef92fef-9072-4f18-975b-0584d88a1e82","block_type":"box","text":"return, the potential for loss is also greater. Finally, additional losses may be incurred if the investment loses value","page_number":13,"box":{"x":116,"y":640,"width":731,"height":11}},{"id":"cc14292f-0510-4d76-b59f-94fed486d458","block_type":"box","text":"because, in addition to the money lost on the investment, the loan still needs to be repaid.","page_number":13,"box":{"x":116,"y":655,"width":570,"height":12}},{"id":"bdbae82c-61fb-4a2a-930b-ca53c550c322","block_type":"box","text":"Because the return on the ETN is dependent on the issuer’s ability or willingness to meet its obligations, the","page_number":13,"box":{"x":150,"y":683,"width":727,"height":12}},{"id":"e04d73df-1aa2-4d79-9e6c-08070ea6ce7c","block_type":"box","text":"value of the ETN may change due to a change in the issuer’s credit rating, despite no change in the underlying","page_number":13,"box":{"x":116,"y":698,"width":743,"height":12}},{"id":"b7770f50-03eb-4fd0-a9c3-f52ead0c5318","block_type":"box","text":"reference instrument. The market value of ETN shares may differ from the value of the reference instrument.","page_number":13,"box":{"x":116,"y":714,"width":734,"height":12}},{"id":"093f3f20-7e7e-43a9-9595-c24082710939","block_type":"box","text":"This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any","page_number":13,"box":{"x":116,"y":729,"width":746,"height":12}},{"id":"7f7bec17-17bc-4ec4-8d72-f45b55e6543f","block_type":"box","text":"point in time is not always identical to the supply and demand in the market for the assets underlying the","page_number":13,"box":{"x":116,"y":745,"width":705,"height":12}},{"id":"08b26807-eded-4acf-b50d-886f76e540a9","block_type":"box","text":"reference instrument that the ETN seeks to track.","page_number":13,"box":{"x":116,"y":760,"width":329,"height":9}},{"id":"fd054854-741e-4d1e-84af-6022f63d7c42","block_type":"box","text":"There may be restrictions on the Fund’s right to redeem its investment in an ETN, which are generally","page_number":13,"box":{"x":150,"y":788,"width":689,"height":12}},{"id":"47843522-f9d5-4e7d-a2d8-ce71ae37d243","block_type":"box","text":"meant to be held until maturity. The Fund’s decision to sell its ETN holdings may be limited by the availability","page_number":13,"box":{"x":116,"y":804,"width":750,"height":11}},{"id":"8a6029f9-2459-4ea0-a77e-997116f6b183","block_type":"box","text":"of a secondary market. An investor in an ETN could lose some or all of the amount invested.","page_number":13,"box":{"x":116,"y":819,"width":624,"height":12}},{"id":"eef78563-4ee5-48cc-9a7e-a06d9709bc57","block_type":"box","text":"ETNs are also subject to tax risks. The Internal Revenue Service (the “IRS”) may not accept, and a court","page_number":13,"box":{"x":150,"y":847,"width":705,"height":12}},{"id":"33e7944b-1c3a-4768-b456-6b416bdc41b0","block_type":"box","text":"may not uphold, how the Fund characterizes and treats ETNs for tax purposes. The timing and character of","page_number":13,"box":{"x":116,"y":863,"width":721,"height":11}},{"id":"4192c4bc-6a99-4b31-b207-8dc40497a9f8","block_type":"box","text":"income and gains derived by the Fund from investments in ETNs may be affected by future legislation.","page_number":13,"box":{"x":116,"y":878,"width":695,"height":12}},{"id":"de6b1dba-cece-4b5c-98a3-e07d4a8b01e8","block_type":"box","text":"S-10","page_number":13,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"4dcd6266-26d0-4196-ad40-eeeb91cc30ea","block_type":"box","text":"NM1026U-5982768-13/119","page_number":13,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"295e0052-87ad-45ff-bd71-e3c65791626e","block_type":"box","text":"Participation Notes","page_number":14,"box":{"x":116,"y":87,"width":138,"height":12}},{"id":"119688af-2e65-42f5-92c0-e2667567eaf1","block_type":"box","text":"The Fund may buy participation notes from a bank or broker-dealer (“issuer”) that entitle the Fund to a","page_number":14,"box":{"x":150,"y":109,"width":694,"height":12}},{"id":"ee76d6a6-c529-41f8-a1c2-efd692ed4c43","block_type":"box","text":"return measured by the change in value of an identified underlying security or basket of securities (collectively,","page_number":14,"box":{"x":116,"y":125,"width":750,"height":11}},{"id":"b8675e1d-e8a1-4425-acb2-218ab40f4fa6","block_type":"box","text":"the “underlying security”). Participation notes are typically used when a direct investment in the underlying","page_number":14,"box":{"x":116,"y":140,"width":726,"height":12}},{"id":"b4c79f23-2813-4d91-8a67-aa74bc47b1c1","block_type":"box","text":"security is restricted due to country-specific regulations.","page_number":14,"box":{"x":117,"y":156,"width":377,"height":11}},{"id":"7e45f293-d8d4-47b0-b733-42a14ead7eda","block_type":"box","text":"The Fund is subject to counterparty risk associated with each issuer. Investment in a participation note is not","page_number":14,"box":{"x":150,"y":183,"width":731,"height":12}},{"id":"5cdb0bef-00fc-40f9-bacc-af85b71c8a09","block_type":"box","text":"the same as investment in the constituent shares of the company. A participation note represents only an","page_number":14,"box":{"x":116,"y":198,"width":702,"height":12}},{"id":"1b4153e7-be81-400e-83d0-823eb0e76729","block_type":"box","text":"obligation of the issuer to provide the Fund the economic performance equivalent to holding shares of an","page_number":14,"box":{"x":116,"y":214,"width":708,"height":12}},{"id":"8b69b1e6-8775-4440-b2a7-b1e7904a7243","block_type":"box","text":"underlying security. A participation note does not provide any beneficial or equitable entitlement or interest in","page_number":14,"box":{"x":116,"y":229,"width":743,"height":12}},{"id":"3879a20a-8bfa-47cc-a705-53bddd9fdec1","block_type":"box","text":"the relevant underlying security. In other words, shares of the underlying security are not in any way owned by","page_number":14,"box":{"x":116,"y":245,"width":748,"height":12}},{"id":"d5731d57-a8bb-46cc-b876-edf79cae06bb","block_type":"box","text":"the Fund. However, each participation note synthetically replicates the economic benefit of holding shares in the","page_number":14,"box":{"x":116,"y":260,"width":759,"height":12}},{"id":"033ac24a-fecb-4759-a7e4-1617ca4c3a6f","block_type":"box","text":"underlying security. Because a participation note is an obligation of the issuer, rather than a direct investment in","page_number":14,"box":{"x":116,"y":276,"width":755,"height":12}},{"id":"a93aa92f-af87-4129-a549-22cbacef6ad0","block_type":"box","text":"shares of the underlying security, the Fund may suffer losses potentially equal to the full value of the","page_number":14,"box":{"x":117,"y":291,"width":679,"height":12}},{"id":"2fff48fb-347c-4df8-ac4e-c2ee797e1580","block_type":"box","text":"participation note if the issuer fails to perform its obligations. The Fund attempts to mitigate that risk by","page_number":14,"box":{"x":116,"y":307,"width":701,"height":12}},{"id":"f122b7c9-04d2-406f-b909-d92442d8f9aa","block_type":"box","text":"purchasing only from issuers determined to be creditworthy.","page_number":14,"box":{"x":116,"y":322,"width":406,"height":12}},{"id":"5ba688ea-1045-4a51-b3cc-e9791ffdb59f","block_type":"box","text":"The counterparty may, but is not required to, purchase the shares of the underlying security to hedge its","page_number":14,"box":{"x":150,"y":350,"width":696,"height":11}},{"id":"59e2a690-e3c8-41c5-aecc-ea0478e490bc","block_type":"box","text":"obligation. The Fund may, but is not required to, purchase credit protection against the default of the issuer.","page_number":14,"box":{"x":116,"y":365,"width":725,"height":12}},{"id":"1d78b99b-4c82-405c-9e7a-df7b5bda9919","block_type":"box","text":"When the participation note expires or the Fund exercises the participation note and closes its position, the Fund","page_number":14,"box":{"x":116,"y":381,"width":757,"height":11}},{"id":"6496d4a3-b5ed-4dde-be64-614d70a23f9c","block_type":"box","text":"receives a payment that is based upon the then-current value of the underlying security converted into U.S.","page_number":14,"box":{"x":116,"y":396,"width":719,"height":12}},{"id":"01836f6b-167f-40ca-b350-1c444ff59dfe","block_type":"box","text":"dollars (less transaction costs). The price, performance and liquidity of a participation note are all linked directly","page_number":14,"box":{"x":116,"y":412,"width":759,"height":11}},{"id":"f786db27-dd6f-4b4e-b1a2-046b9548bfbd","block_type":"box","text":"to the underlying security. The Fund’s ability to redeem or exercise a participation note generally is dependent on","page_number":14,"box":{"x":116,"y":427,"width":766,"height":12}},{"id":"4c5224b5-d16d-48ad-9789-37f854f9dce4","block_type":"box","text":"the liquidity in the local trading market for the security underlying the participation note.","page_number":14,"box":{"x":116,"y":443,"width":598,"height":12}},{"id":"8fda6673-1bbd-468b-bac4-601e7234a246","block_type":"box","text":"Life Settlement Investments","page_number":14,"box":{"x":116,"y":476,"width":200,"height":9}},{"id":"71740f1b-2c59-44f2-9c53-afab3d9a6caf","block_type":"box","text":"The Fund may invest in life settlements, which are sales to third parties, such as the Fund, of existing life","page_number":14,"box":{"x":150,"y":498,"width":708,"height":11}},{"id":"f59119fa-f59c-46e1-b209-618a5785419b","block_type":"box","text":"insurance contracts for more than their cash surrender value but less than the net benefits to be paid under the","page_number":14,"box":{"x":116,"y":513,"width":737,"height":12}},{"id":"6ac9fea5-1a2d-4328-ac05-ee71bef1065c","block_type":"box","text":"policies. When the Fund acquires such a contract, it pays the policy premiums in return for the expected receipt","page_number":14,"box":{"x":116,"y":529,"width":751,"height":11}},{"id":"48a9c3cd-6ade-48ab-be8f-11d0ddd031d3","block_type":"box","text":"of the net benefit as the beneficiary under the policy. Investments in these contracts involve certain risks,","page_number":14,"box":{"x":116,"y":544,"width":707,"height":12}},{"id":"1845fdc8-07fc-4714-85e7-f5d4cbfed374","block_type":"box","text":"including liquidity risk, credit risk of the insurance company, and inaccurate estimations of life expectancy of the","page_number":14,"box":{"x":116,"y":560,"width":764,"height":11}},{"id":"7ecb607b-20e4-42bc-90a8-c58d41b5650b","block_type":"box","text":"insured individuals (viators). These policies may be considered illiquid because they are bought and sold in a","page_number":14,"box":{"x":116,"y":575,"width":736,"height":12}},{"id":"282a6120-6fde-4ff6-a1ea-767c8da0b898","block_type":"box","text":"secondary market through life settlement agents. Also, in the event of a bankruptcy of the insurance carrier for a","page_number":14,"box":{"x":117,"y":591,"width":756,"height":11}},{"id":"756bf9ae-749e-444c-ae5b-040ac588e7dc","block_type":"box","text":"policy, the Fund may receive reduced or no benefits under the contract. The Fund seeks to minimize credit risk","page_number":14,"box":{"x":116,"y":606,"width":748,"height":12}},{"id":"894293fc-eb6b-4141-96b5-27cd8a31916e","block_type":"box","text":"by investing in policies issued by a diverse range of highly-rated insurance carriers. Furthermore, the Fund may","page_number":14,"box":{"x":116,"y":622,"width":752,"height":11}},{"id":"9e92c866-7449-483b-a9e2-d807316c068e","block_type":"box","text":"encounter losses on its investments if there is an inaccurate estimation of the life expectancies of viators. The","page_number":14,"box":{"x":116,"y":637,"width":736,"height":12}},{"id":"598efe09-818b-4ac1-9dd0-dee199626769","block_type":"box","text":"Fund intends to reduce this life expectancy risk by investing only in contracts where the life expectancy was","page_number":14,"box":{"x":116,"y":653,"width":729,"height":11}},{"id":"677c3465-0223-4e5b-8b44-948422352a93","block_type":"box","text":"reviewed by an experienced actuary, as well as by diversifying its investments across viators of varying ages and","page_number":14,"box":{"x":116,"y":668,"width":761,"height":12}},{"id":"41996c83-48df-42b6-b4af-2eea53c3e481","block_type":"box","text":"medical profiles. In addition, it is unclear whether the income from life settlements is qualifying income for","page_number":14,"box":{"x":116,"y":684,"width":726,"height":11}},{"id":"f3abfb10-9a83-46da-bae3-3b1c66515b27","block_type":"box","text":"purposes of the IRS 90% gross income test the Fund must satisfy each year to qualify as a regulated investment","page_number":14,"box":{"x":116,"y":699,"width":751,"height":12}},{"id":"38939a76-f268-4c64-8f46-79f4eef5d4cf","block_type":"box","text":"company. The Fund intends to monitor its investments to ensure that the Fund remains qualified as a registered","page_number":14,"box":{"x":116,"y":715,"width":749,"height":11}},{"id":"4d463dcc-2fbb-4589-bb04-4d77dc1ce224","block_type":"box","text":"investment company.","page_number":14,"box":{"x":116,"y":730,"width":143,"height":12}},{"id":"527f9ab1-05db-4a7e-8a62-92743d8a4e22","block_type":"box","text":"Commodities","page_number":14,"box":{"x":116,"y":763,"width":95,"height":10}},{"id":"4c6a8d36-877c-4449-9772-8ef26e6a5336","block_type":"box","text":"The Fund may invest directly in commodities. Commodities include, without limitation, minerals, metals","page_number":14,"box":{"x":150,"y":785,"width":708,"height":12}},{"id":"e7ab923f-6e6a-422b-9248-2829b91fa0e5","block_type":"box","text":"(including precious, industrial and rare metals), steel, agricultural products and commodities, livestock,","page_number":14,"box":{"x":116,"y":800,"width":696,"height":12}},{"id":"b5a6be4b-cd96-449b-bec1-4f0328efb34b","block_type":"box","text":"environmental commodities, wool, ethanol, chemicals, forest products (including wood, pulp and paper), plastic,","page_number":14,"box":{"x":116,"y":816,"width":759,"height":12}},{"id":"a6e7ac9d-b272-4b27-8ec5-6f09012d80b4","block_type":"box","text":"rubber, sugar, cotton, cocoa, coffee, basic materials, building materials, water, oil, gas, consumable fuel, energy","page_number":14,"box":{"x":116,"y":832,"width":754,"height":11}},{"id":"8effe06b-c102-497a-9e6c-559ce526ee87","block_type":"box","text":"and other natural resources. Unlike financial instruments, there are costs of physical storage and insurance","page_number":14,"box":{"x":116,"y":847,"width":716,"height":12}},{"id":"4dad81b4-e454-4b7d-a314-dbe339fc7189","block_type":"box","text":"associated with purchasing a commodity, which would not be directly associated with a futures contract for the","page_number":14,"box":{"x":116,"y":863,"width":749,"height":11}},{"id":"189292db-9ef1-4ed4-9711-bc8fc9c7947c","block_type":"box","text":"same commodity.","page_number":14,"box":{"x":117,"y":878,"width":117,"height":12}},{"id":"95ed74c5-1b99-474a-a23b-326bd3a9efa8","block_type":"box","text":"S-11","page_number":14,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"20f863b9-4bb3-40a2-8f82-fa0c24709574","block_type":"box","text":"NM1026U-5982768-14/119","page_number":14,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"f8f80f04-49a2-44f0-b160-2cc15c3c0d7d","block_type":"box","text":"Strategic Transactions and Other Management Techniques","page_number":15,"box":{"x":116,"y":87,"width":426,"height":12}},{"id":"75ab3bf5-1e3b-4bf3-9e81-c3545bac8827","block_type":"box","text":"As described in the prospectus, the Fund may purchase and sell futures contracts, enter into various interest","page_number":15,"box":{"x":150,"y":112,"width":723,"height":12}},{"id":"ef9441a2-e104-45e2-a178-8164ac0d00ad","block_type":"box","text":"rate transactions such as swaps, caps, floors or collars, currency transactions such as currency forward contracts,","page_number":15,"box":{"x":116,"y":127,"width":757,"height":12}},{"id":"4618e808-9695-49aa-b589-222f0a9793c3","block_type":"box","text":"currency futures contracts, currency swaps or options on currency or currency futures and swap contracts","page_number":15,"box":{"x":116,"y":143,"width":708,"height":12}},{"id":"f7ba157e-98e7-48ac-a0c1-7fc4905d2432","block_type":"box","text":"(including, but not limited to, credit default swaps index products, credit default swaps, total return swaps","page_number":15,"box":{"x":116,"y":158,"width":713,"height":12}},{"id":"563de2c2-82f9-48bb-be6d-b61ab0a062ac","block_type":"box","text":"(sometimes referred to as “contracts for difference”) and interest rate swaps) and may purchase and sell","page_number":15,"box":{"x":116,"y":174,"width":698,"height":12}},{"id":"b7efc79e-9fcb-40af-b670-2e53e9eb55c0","block_type":"box","text":"exchange-listed and over-the-counter (“OTC”) put and call options on securities and swap contracts, financial","page_number":15,"box":{"x":116,"y":189,"width":740,"height":12}},{"id":"fb019bca-6660-4516-a7b7-6b6fcc8e03f5","block_type":"box","text":"indices and futures contracts and use other derivative instruments or management techniques (collectively,","page_number":15,"box":{"x":116,"y":205,"width":718,"height":12}},{"id":"6020d827-8b89-42bd-922a-b75b987010ff","block_type":"box","text":"“Strategic Transactions”). This section contains various additional information about the type of Strategic","page_number":15,"box":{"x":116,"y":220,"width":713,"height":12}},{"id":"5dc7c025-6aee-4d48-9d65-db1bcb51db39","block_type":"box","text":"Transactions in which the Fund may engage.","page_number":15,"box":{"x":116,"y":236,"width":300,"height":12}},{"id":"e4127df2-7b03-454e-b518-fe754db67157","block_type":"box","text":"Swaptions","page_number":15,"box":{"x":150,"y":269,"width":68,"height":12}},{"id":"5c27a3f8-cc4c-4d7f-a883-06ae773ebc9a","block_type":"box","text":". A swaption is a contract that gives a counterparty the right (but not the obligation) to enter into a","page_number":15,"box":{"x":220,"y":269,"width":659,"height":12}},{"id":"d284e0ad-7cff-4dff-9dd4-f6a86cfc8345","block_type":"box","text":"new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some","page_number":15,"box":{"x":116,"y":285,"width":727,"height":11}},{"id":"8e61e76a-6b34-40bb-98a2-b506c857580b","block_type":"box","text":"designated future time on specified terms. The Fund may write (sell) and purchase put and call swaptions.","page_number":15,"box":{"x":116,"y":300,"width":713,"height":12}},{"id":"acb19f03-7d28-4474-8e52-e86555d8125e","block_type":"box","text":"Depending on the terms of the particular option agreement, the Fund may incur a greater degree of risk when it","page_number":15,"box":{"x":116,"y":316,"width":749,"height":11}},{"id":"5caf485d-a230-49b1-b241-16f0658080d1","block_type":"box","text":"writes a swaption than it would incur when it purchases a swaption with the same terms. When the Fund","page_number":15,"box":{"x":116,"y":331,"width":703,"height":12}},{"id":"63dce739-e209-4a57-82e2-bba1a66dc497","block_type":"box","text":"purchases a swaption, it risks losing only the amount of the premium it has paid should it decide to let the option","page_number":15,"box":{"x":116,"y":347,"width":759,"height":11}},{"id":"fbc9d8b8-c948-4fba-ab26-198a908489de","block_type":"box","text":"expire unexercised. However, when the Fund writes a swaption, upon exercise of the option the Fund will","page_number":15,"box":{"x":116,"y":362,"width":713,"height":12}},{"id":"aefd9cb6-0876-48bc-84f2-b6d0f13f8876","block_type":"box","text":"become obligated according to the terms of the underlying agreement.","page_number":15,"box":{"x":116,"y":378,"width":471,"height":11}},{"id":"143b87b4-ac22-49a6-9d00-2bb423bc19ab","block_type":"box","text":"Foreign Exchange Transactions","page_number":15,"box":{"x":149,"y":411,"width":217,"height":11}},{"id":"9787c278-1599-447f-a0f8-1f22c81ba6e2","block_type":"box","text":". The Fund may engage in spot and forward foreign exchange transactions","page_number":15,"box":{"x":368,"y":411,"width":498,"height":12}},{"id":"7dc80ab7-8055-4196-851c-34413fe98744","block_type":"box","text":"and currency swaps, purchase and sell options on currencies and purchase and sell currency futures and related","page_number":15,"box":{"x":116,"y":426,"width":747,"height":12}},{"id":"45c6150c-2363-45ce-b023-b558e0e5e856","block_type":"box","text":"options thereon (collectively, “Currency Instruments”) for purposes of hedging against the decline in the value of","page_number":15,"box":{"x":116,"y":442,"width":765,"height":12}},{"id":"1cc4d41d-d688-402b-8d72-407546bfb0a4","block_type":"box","text":"currencies in which its portfolio holdings are denominated against the U.S. dollar or may seek to enhance returns.","page_number":15,"box":{"x":116,"y":457,"width":765,"height":12}},{"id":"3dd855ae-66ac-4b1c-be7d-8b6ba5270fba","block_type":"box","text":"Such transactions could be effected with respect to hedges on foreign dollar denominated securities owned by the","page_number":15,"box":{"x":116,"y":473,"width":765,"height":12}},{"id":"9f5d9d40-c831-4760-8acc-10b7dc16fcbb","block_type":"box","text":"Fund, sold by the Fund but not yet delivered, or committed or anticipated to be purchased by the Fund. As an","page_number":15,"box":{"x":116,"y":488,"width":736,"height":12}},{"id":"ec865e66-7e0c-4ae1-bc25-cf32e3dade80","block_type":"box","text":"illustration, the Fund may use such techniques to hedge the stated value in U.S. dollars of an investment in a","page_number":15,"box":{"x":116,"y":504,"width":730,"height":12}},{"id":"222abcf7-c1ae-4f34-bd83-82c4d12cbcca","block_type":"box","text":"yen-denominated security. In such circumstances, for example, the Fund may purchase a foreign currency put","page_number":15,"box":{"x":116,"y":519,"width":740,"height":12}},{"id":"cd31eacb-5b7f-4ddf-8a9b-56057b410dcd","block_type":"box","text":"option enabling it to sell a specified amount of yen for dollars at a specified price by a future date. To the extent","page_number":15,"box":{"x":116,"y":535,"width":754,"height":12}},{"id":"12972bce-3944-4866-894b-e88618a84f66","block_type":"box","text":"the hedge is successful, a loss in the value of the yen relative to the dollar will tend to be offset by an increase in","page_number":15,"box":{"x":116,"y":550,"width":757,"height":12}},{"id":"ab059364-f437-411c-bf75-a50d6745efb0","block_type":"box","text":"the value of the put option. To offset, in whole or in part, the cost of acquiring such a put option, the Fund may","page_number":15,"box":{"x":116,"y":566,"width":747,"height":12}},{"id":"89129089-d283-436b-9592-eb211b779d66","block_type":"box","text":"also sell a call option which, if exercised, requires it to sell a specified amount of yen for dollars at a specified","page_number":15,"box":{"x":116,"y":581,"width":741,"height":12}},{"id":"c2de06b3-8a55-46ae-b917-a2e99e04a56c","block_type":"box","text":"price by a future date (a technique called a “straddle”). By selling such a call option in this illustration, the Fund","page_number":15,"box":{"x":116,"y":597,"width":756,"height":12}},{"id":"21ab09bc-c2e0-493e-9455-21d3d0fc9d32","block_type":"box","text":"gives up the opportunity to profit without limit from increases in the relative value of the yen to the dollar.","page_number":15,"box":{"x":116,"y":612,"width":716,"height":12}},{"id":"ef2f30b7-03b5-4b4e-b982-747122cfa1f6","block_type":"box","text":"“Straddles” of the type that may be used by the Fund are considered to constitute hedging transactions. The Fund","page_number":15,"box":{"x":116,"y":628,"width":762,"height":12}},{"id":"4d37278e-6db2-4b38-ad16-97bf21b39a76","block_type":"box","text":"may not attempt to hedge any or all of its foreign portfolio positions.","page_number":15,"box":{"x":116,"y":643,"width":462,"height":12}},{"id":"0daed18a-bafb-4507-92c6-f16a89d02ddb","block_type":"box","text":"Forward Foreign Currency Contracts","page_number":15,"box":{"x":149,"y":677,"width":257,"height":11}},{"id":"471a3cf6-520a-423d-8337-723d6effdf4b","block_type":"box","text":". The Fund may enter into forward currency contracts to purchase or","page_number":15,"box":{"x":407,"y":677,"width":460,"height":11}},{"id":"a9e5b9ec-5f62-42f4-86f7-2d9a690be981","block_type":"box","text":"sell foreign currencies for a fixed amount of U.S. dollars or another foreign currency. A forward currency","page_number":15,"box":{"x":117,"y":692,"width":711,"height":12}},{"id":"70449515-9520-4d45-8b7f-d6b582ba7242","block_type":"box","text":"contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed","page_number":15,"box":{"x":116,"y":708,"width":742,"height":11}},{"id":"6470f9b3-413c-472e-86ba-ad6e06ffff86","block_type":"box","text":"number of days (term) from the date of the forward currency contract agreed upon by the parties, at a price set at","page_number":15,"box":{"x":116,"y":723,"width":759,"height":12}},{"id":"7f6f9ec4-33a5-4654-8541-bc7dbb15dc10","block_type":"box","text":"the time the forward currency contract is entered into. Forward currency contracts are traded directly between","page_number":15,"box":{"x":116,"y":739,"width":740,"height":11}},{"id":"c6c16868-6a34-401c-b1e6-1a6e0e09e2e1","block_type":"box","text":"currency traders (usually large commercial banks) and their customers. The Fund may purchase a forward","page_number":15,"box":{"x":116,"y":754,"width":715,"height":12}},{"id":"f3f0a204-1e11-43d6-affe-3ebe0ae23fc8","block_type":"box","text":"currency contract to lock in the U.S. dollar price of a security denominated in a foreign currency that the Fund","page_number":15,"box":{"x":116,"y":770,"width":743,"height":11}},{"id":"1bf27ea1-0253-47bf-8b09-0013ab8ff7c4","block_type":"box","text":"intends to acquire. The Fund may sell a forward currency contract to lock in the U.S. dollar equivalent of the","page_number":15,"box":{"x":116,"y":785,"width":733,"height":12}},{"id":"24df2469-506d-4527-9a5e-e35f86978741","block_type":"box","text":"proceeds from the anticipated sale of a security or a dividend or interest payment denominated in a foreign","page_number":15,"box":{"x":116,"y":801,"width":718,"height":11}},{"id":"c9cb7aa2-c41c-441a-b7c0-3d185813ab1a","block_type":"box","text":"currency. The Fund may also use forward currency contracts to shift the Fund’s exposure to foreign currency","page_number":15,"box":{"x":116,"y":816,"width":735,"height":12}},{"id":"49b217cc-2ee6-49b7-96d5-e5983b6518bc","block_type":"box","text":"exchange rate changes from one currency to another. For example, if the Fund owns securities denominated in a","page_number":15,"box":{"x":116,"y":832,"width":756,"height":11}},{"id":"cc9e3813-29ad-43b6-9a34-c951dbe7578d","block_type":"box","text":"foreign currency and the Advisor believes that currency will decline relative to another currency, the Fund might","page_number":15,"box":{"x":116,"y":847,"width":761,"height":12}},{"id":"7e7cc73a-ee92-497b-9c20-5573bfd15de7","block_type":"box","text":"enter into a forward currency contract to sell the appropriate amount of the first foreign currency with payment to","page_number":15,"box":{"x":116,"y":863,"width":765,"height":11}},{"id":"c382f3a2-6204-4c1a-b8f6-6398fbc97652","block_type":"box","text":"be made in the second currency. The Fund may also purchase forward currency contracts to enhance income","page_number":15,"box":{"x":116,"y":878,"width":731,"height":12}},{"id":"4ca4e0dd-0b60-4033-b2a7-d629ec1f6c19","block_type":"box","text":"S-12","page_number":15,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"d7b137dd-226d-49f9-bdfd-20987fe30fe6","block_type":"box","text":"NM1026U-5982768-15/119","page_number":15,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"d2c65e14-fc66-4a15-b77c-14434628239a","block_type":"box","text":"when the Advisor anticipates that the foreign currency will appreciate in value but securities denominated in that","page_number":16,"box":{"x":116,"y":88,"width":760,"height":11}},{"id":"6a564c79-5890-420a-94fb-9d34f699e240","block_type":"box","text":"currency do not present attractive investment opportunities. The Fund may also use forward currency contracts to","page_number":16,"box":{"x":116,"y":103,"width":765,"height":12}},{"id":"0f9beefc-ce0e-4f12-a6cf-13896bc78cfc","block_type":"box","text":"hedge against a decline in the value of existing investments denominated in a foreign currency. Such a hedge","page_number":16,"box":{"x":116,"y":119,"width":735,"height":11}},{"id":"d065b1c5-c20f-4b48-93b8-c07aa5c4a0d9","block_type":"box","text":"would tend to offset both positive and negative currency fluctuations, but would not offset changes in security","page_number":16,"box":{"x":116,"y":134,"width":742,"height":12}},{"id":"00937c01-1b46-4202-91f9-8d0dc75c7b56","block_type":"box","text":"values caused by other factors. The Fund could also hedge the position by entering into a forward currency","page_number":16,"box":{"x":116,"y":150,"width":720,"height":11}},{"id":"7fbf8e8c-944d-46af-ad8c-8a4d389ee72a","block_type":"box","text":"contract to sell another currency expected to perform similarly to the currency in which the Fund’s existing","page_number":16,"box":{"x":116,"y":165,"width":722,"height":12}},{"id":"72f61cfc-f12f-4185-97ed-d84938873afd","block_type":"box","text":"investments are denominated. This type of transaction could offer advantages in terms of cost, yield or","page_number":16,"box":{"x":116,"y":181,"width":692,"height":11}},{"id":"aff269e3-346b-426c-bded-e396bbcd153e","block_type":"box","text":"efficiency, but may not hedge currency exposure as effectively as a simple forward currency transaction to sell","page_number":16,"box":{"x":116,"y":196,"width":746,"height":12}},{"id":"82ee6f2b-8b2b-43f6-acfd-aceb6514eaeb","block_type":"box","text":"U.S. dollars. This type of transaction may result in losses if the currency used to hedge does not perform","page_number":16,"box":{"x":116,"y":212,"width":704,"height":11}},{"id":"21f94bc5-b0a5-4abc-a5f2-fd2d77f46e4c","block_type":"box","text":"similarly to the currency in which the hedged securities are denominated. The Fund may also use forward","page_number":16,"box":{"x":117,"y":227,"width":711,"height":12}},{"id":"e4186bd4-6923-40a6-8b61-519570a6885f","block_type":"box","text":"currency contracts in one currency or a basket of currencies to attempt to hedge against fluctuations in the value","page_number":16,"box":{"x":116,"y":243,"width":754,"height":11}},{"id":"05155890-357f-4845-8114-c854eeab2a16","block_type":"box","text":"of securities denominated in a different currency if the Advisor anticipates that there will be a correlation","page_number":16,"box":{"x":116,"y":258,"width":709,"height":12}},{"id":"48e8dc93-4f61-46f5-86fe-96aec71f0b2c","block_type":"box","text":"between the two currencies.","page_number":16,"box":{"x":116,"y":274,"width":187,"height":9}},{"id":"73abdf5c-0843-4f55-9ec6-6bb026659786","block_type":"box","text":"The cost to the Fund of engaging in forward currency contracts varies with factors such as the currency","page_number":16,"box":{"x":150,"y":305,"width":695,"height":11}},{"id":"d30695b2-86cc-4d5c-920a-6ea582efafce","block_type":"box","text":"involved, the length of the contract period and the market conditions then prevailing. Because forward currency","page_number":16,"box":{"x":116,"y":320,"width":753,"height":12}},{"id":"f59fec59-3a08-4724-9556-8d5e1d2d0cbf","block_type":"box","text":"contracts are usually entered into on a principal basis, no fees or commissions are usually involved. When the","page_number":16,"box":{"x":116,"y":336,"width":739,"height":11}},{"id":"5a7138b3-bc8b-4961-a00f-b973ccaeacdc","block_type":"box","text":"Fund enters into a forward currency contract, it relies on the counterparty to make or take delivery of the","page_number":16,"box":{"x":116,"y":351,"width":705,"height":12}},{"id":"4d92d7d3-5b95-4803-9756-2854551162f4","block_type":"box","text":"underlying currency at the maturity of the contract. Failure by the counterparty to do so would result in the loss","page_number":16,"box":{"x":116,"y":367,"width":749,"height":11}},{"id":"69313954-da6e-4af8-8402-9d7ddd566520","block_type":"box","text":"of some or all of any expected benefit of the transaction. Secondary markets generally do not exist for forward","page_number":16,"box":{"x":116,"y":382,"width":745,"height":12}},{"id":"1cb9cbad-cc71-412c-9ebb-3e04d593b47e","block_type":"box","text":"currency contracts, with the result that closing transactions generally can be made for forward currency contracts","page_number":16,"box":{"x":116,"y":398,"width":761,"height":11}},{"id":"72f7959d-bf65-4771-8259-8a138ba492c1","block_type":"box","text":"only by negotiating directly with the counterparty. Thus, there can be no assurance that the Fund will in fact be","page_number":16,"box":{"x":116,"y":413,"width":748,"height":12}},{"id":"c9b3649e-14a6-415f-85b3-8423c677999d","block_type":"box","text":"able to close out a forward currency contract at a favorable price prior to maturity. In addition, in the event of","page_number":16,"box":{"x":116,"y":429,"width":739,"height":11}},{"id":"f46d5fe5-4d35-4a83-b0e6-d1851e02e394","block_type":"box","text":"insolvency of the counterparty, the Fund might be unable to close out a forward currency contract. In either","page_number":16,"box":{"x":116,"y":444,"width":724,"height":12}},{"id":"f1500076-f8ce-445b-ace1-f488fb0e5ee8","block_type":"box","text":"event, the Fund would continue to be subject to market risk with respect to the position. The precise matching of","page_number":16,"box":{"x":116,"y":460,"width":760,"height":11}},{"id":"1366d0c7-0f32-4916-87c5-224025623e24","block_type":"box","text":"forward currency contract amounts and the value of the securities involved generally will not be possible because","page_number":16,"box":{"x":116,"y":475,"width":765,"height":12}},{"id":"4c075193-97bd-4771-b10d-df60ff124bbc","block_type":"box","text":"the value of such securities, measured in the foreign currency, will change after the forward currency contract has","page_number":16,"box":{"x":116,"y":491,"width":766,"height":11}},{"id":"5bd9f6dc-e874-4373-baf7-1b2fe08b7d87","block_type":"box","text":"been established. Thus, the Fund might need to purchase or sell foreign currencies in the spot (cash) market to","page_number":16,"box":{"x":116,"y":506,"width":742,"height":12}},{"id":"96887fb3-220c-48d0-a4f8-90c959f3624d","block_type":"box","text":"the extent such foreign currencies are not covered by forward currency contracts. The projection of short-term","page_number":16,"box":{"x":116,"y":522,"width":742,"height":11}},{"id":"3da159fd-b8b9-4e49-a124-5a85f1ba8a99","block_type":"box","text":"currency market movements is extremely difficult and the successful execution of a short-term hedging strategy","page_number":16,"box":{"x":116,"y":537,"width":754,"height":12}},{"id":"a9c61cda-0b83-46a0-9ff9-e4391526f180","block_type":"box","text":"is highly uncertain.","page_number":16,"box":{"x":116,"y":553,"width":128,"height":11}},{"id":"d7b00640-1dda-4783-8ee6-04d8b1fe8796","block_type":"box","text":"Options","page_number":16,"box":{"x":150,"y":584,"width":52,"height":11}},{"id":"cf9b9559-4177-46a4-92d2-026682c8cf27","block_type":"box","text":". The Fund may also use options as Strategic Transactions.","page_number":16,"box":{"x":204,"y":584,"width":393,"height":11}},{"id":"7b0b5229-9938-489d-8dd7-8813af4150e7","block_type":"box","text":"Call Options. The Fund may purchase call options on any of the types of securities or instruments in which","page_number":16,"box":{"x":150,"y":615,"width":721,"height":11}},{"id":"8cf37d78-4655-40e0-b805-52509d798c3d","block_type":"box","text":"it may invest. A purchased call option gives the Fund the right to buy, and obligates the seller to sell, the","page_number":16,"box":{"x":116,"y":630,"width":704,"height":12}},{"id":"8c237494-6aec-4768-9e95-226667e89811","block_type":"box","text":"underlying security at the exercise price at any time during the option period. The Fund also may purchase and","page_number":16,"box":{"x":116,"y":646,"width":747,"height":11}},{"id":"97446159-df55-402e-a8b5-beb935735e11","block_type":"box","text":"sell call options on indices. Index options are similar to options on securities except that, rather than taking or","page_number":16,"box":{"x":117,"y":661,"width":738,"height":12}},{"id":"7e9506df-fcc5-4c5d-9674-cf86e2d9ed28","block_type":"box","text":"making delivery of securities underlying the option at a specified price upon exercise, an index option gives the","page_number":16,"box":{"x":116,"y":677,"width":752,"height":11}},{"id":"046448db-ba02-4d6e-8248-e6d674763cb1","block_type":"box","text":"holder the right to receive cash upon exercise of the option if the level of the index upon which the option is","page_number":16,"box":{"x":116,"y":692,"width":727,"height":12}},{"id":"6c507790-7149-4a2b-a88a-ea040bef032f","block_type":"box","text":"based is greater than the exercise price of the option.","page_number":16,"box":{"x":116,"y":708,"width":354,"height":11}},{"id":"9a5c69bf-35bb-41f2-b372-078b124e4719","block_type":"box","text":"The Fund may write (i.e., sell) covered call options on the securities or instruments in which it may invest","page_number":16,"box":{"x":150,"y":739,"width":714,"height":11}},{"id":"a37f9ef6-ab41-4575-952b-052a9cfd368b","block_type":"box","text":"and enter into closing purchase transactions with respect to certain of such options. A covered call option is an","page_number":16,"box":{"x":116,"y":754,"width":745,"height":12}},{"id":"11bd295d-a0d6-4d74-9925-2f5ba0a84b74","block_type":"box","text":"option in which the Fund, in return for a premium, gives another party a right to buy specified securities owned","page_number":16,"box":{"x":116,"y":770,"width":750,"height":11}},{"id":"db0844b9-1144-4282-8cb6-7641a1de8a3c","block_type":"box","text":"by the Fund at a specified future date and price set at the time of the contract. The principal reason for writing","page_number":16,"box":{"x":116,"y":785,"width":740,"height":12}},{"id":"aadcba89-c409-47c0-ae4b-0d47b718eabc","block_type":"box","text":"call options is the attempt to realize, through the receipt of premiums, a greater return than would be realized on","page_number":16,"box":{"x":116,"y":801,"width":755,"height":11}},{"id":"706c0aa2-3d87-4cb4-a949-0ae2c4f92f59","block_type":"box","text":"the securities alone. By writing covered call options, the Fund gives up the opportunity, while the option is in","page_number":16,"box":{"x":116,"y":816,"width":737,"height":12}},{"id":"a8570868-a766-47b5-a8ed-0ed1b7aa98c7","block_type":"box","text":"effect, to profit from any price increase in the underlying security above the option exercise price. In addition, the","page_number":16,"box":{"x":116,"y":832,"width":766,"height":11}},{"id":"f416295d-36d8-4552-a7c7-0de940a63904","block_type":"box","text":"Fund’s ability to sell the underlying security will be limited while the option is in effect unless the Fund enters","page_number":16,"box":{"x":116,"y":847,"width":744,"height":12}},{"id":"8923437d-f90f-412a-8f95-dca531540090","block_type":"box","text":"into a closing purchase transaction. A closing purchase transaction cancels out the Fund’s position as the writer","page_number":16,"box":{"x":116,"y":863,"width":751,"height":11}},{"id":"f11f2cb8-8d9f-4b98-9824-3d756971223c","block_type":"box","text":"of an option by","page_number":16,"box":{"x":116,"y":878,"width":102,"height":12}},{"id":"58f61e06-b659-4388-8617-7b0ed64ae5a5","block_type":"box","text":"S-13","page_number":16,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"2926c6aa-6354-4906-8141-183828b857e0","block_type":"box","text":"NM1026U-5982768-16/119","page_number":16,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"ad5aa19c-40a6-4df0-9c22-ba30af5de3c8","block_type":"box","text":"means of an offsetting purchase of an identical option prior to the expiration of the option it has written. Covered","page_number":17,"box":{"x":116,"y":88,"width":762,"height":11}},{"id":"bf959d86-54b2-43de-b9a0-6f956681efda","block_type":"box","text":"call options also serve as a partial hedge to the extent of the premium received against the price of the underlying","page_number":17,"box":{"x":116,"y":103,"width":763,"height":12}},{"id":"25a7dd11-4f27-496d-8dba-7e910b5a93c3","block_type":"box","text":"security declining.","page_number":17,"box":{"x":117,"y":119,"width":122,"height":11}},{"id":"8f6c9219-d8d1-4833-8170-9ef149b403ef","block_type":"box","text":"The Fund may write (i.e., sell) uncovered call options on securities or instruments in which it may invest but","page_number":17,"box":{"x":150,"y":150,"width":732,"height":11}},{"id":"538b9c58-afb4-498a-a19f-54fb3773897f","block_type":"box","text":"that are not currently held by the Fund. The principal reason for writing uncovered call options is to realize","page_number":17,"box":{"x":116,"y":165,"width":721,"height":12}},{"id":"868d373d-108d-43ca-bcbd-bc1b38da8c70","block_type":"box","text":"income without committing capital to the ownership of the underlying securities or instruments. When writing","page_number":17,"box":{"x":116,"y":181,"width":744,"height":11}},{"id":"ce235d62-94aa-4ea3-9e44-f9aa2c451d06","block_type":"box","text":"uncovered call options, the Fund must deposit and maintain sufficient margin with the broker-dealer through","page_number":17,"box":{"x":116,"y":196,"width":733,"height":12}},{"id":"71d067d3-a906-433b-9c48-6158ecb10a0f","block_type":"box","text":"which it made the uncovered call option as collateral to ensure that the securities can be purchased for delivery if","page_number":17,"box":{"x":116,"y":212,"width":763,"height":11}},{"id":"960345de-7123-4076-9244-aa7c1b4eb22a","block_type":"box","text":"and when the option is exercised. During periods of declining securities prices or when prices are stable, writing","page_number":17,"box":{"x":116,"y":227,"width":756,"height":12}},{"id":"5f234a87-9555-4597-817e-f94f7fd157cd","block_type":"box","text":"uncovered calls can be a profitable strategy to increase the Fund’s income with minimal capital risk. Uncovered","page_number":17,"box":{"x":116,"y":243,"width":754,"height":11}},{"id":"5919d01e-909c-4668-9ab3-77b1320d7520","block_type":"box","text":"calls are riskier than covered calls because there is no underlying security held by the Fund that can act as a","page_number":17,"box":{"x":116,"y":258,"width":725,"height":12}},{"id":"f35c20f1-78e4-4114-9aed-9d1d9d38ce76","block_type":"box","text":"partial hedge. Uncovered calls have speculative characteristics and the potential for loss is unlimited. When an","page_number":17,"box":{"x":116,"y":274,"width":746,"height":11}},{"id":"e807f5f0-a46f-4d3c-a14f-b75ffe51d59b","block_type":"box","text":"uncovered call is exercised, the Fund must purchase the underlying security to meet its call obligation. There is","page_number":17,"box":{"x":116,"y":289,"width":749,"height":12}},{"id":"9c8a1392-ef66-4656-a7d5-eed3fe6ee60e","block_type":"box","text":"also a risk, especially with less liquid preferred and debt securities, that the securities may not be available for","page_number":17,"box":{"x":116,"y":305,"width":742,"height":11}},{"id":"aaca55f4-8c37-44b2-aed8-d0fb6a8eae1b","block_type":"box","text":"purchase. If the purchase price exceeds the exercise price, the Fund will lose the difference. These types of","page_number":17,"box":{"x":116,"y":320,"width":721,"height":12}},{"id":"9471265c-9acd-4478-9fa0-0ac5a8db9a07","block_type":"box","text":"written call options, while described as “uncovered” in this context, are considered “covered” for purposes of the","page_number":17,"box":{"x":116,"y":336,"width":762,"height":11}},{"id":"7fbefe4e-edae-442b-acdb-049c3aae228b","block_type":"box","text":"Fund’s options writing strategy described in the prospectus.","page_number":17,"box":{"x":116,"y":351,"width":401,"height":12}},{"id":"22e06deb-2d15-4d18-b1d8-b2cd7f1c08fb","block_type":"box","text":"Put Options. The Fund may purchase put options. By buying a put option, the Fund acquires a right to sell","page_number":17,"box":{"x":150,"y":382,"width":714,"height":12}},{"id":"af6ddfb1-7687-4f4f-85fc-b494b0543c78","block_type":"box","text":"such underlying securities or instruments at the exercise price, thus limiting the Fund’s risk of loss through a","page_number":17,"box":{"x":117,"y":398,"width":732,"height":11}},{"id":"4c073dfd-718f-4e08-983a-05101d1b3dfe","block_type":"box","text":"decline in the market value of the securities or instruments until the put option expires. The amount of any","page_number":17,"box":{"x":116,"y":413,"width":717,"height":12}},{"id":"5519c584-1b0e-4bac-8604-69f5abf9a2db","block_type":"box","text":"appreciation in the value of the underlying securities or instruments will be partially offset by the amount of the","page_number":17,"box":{"x":116,"y":429,"width":753,"height":11}},{"id":"444a82ab-d95a-404b-825e-78bb7e280510","block_type":"box","text":"premium paid for the put option and any related transaction costs. Prior to its expiration, a put option may be sold","page_number":17,"box":{"x":116,"y":444,"width":766,"height":12}},{"id":"bfc60278-500d-4ffd-aebb-6b95d8375604","block_type":"box","text":"in a closing sale transaction and profit or loss from the sale will depend on whether the amount received is more","page_number":17,"box":{"x":116,"y":460,"width":755,"height":11}},{"id":"d5790cd4-8939-453f-ac54-55c208e60fe4","block_type":"box","text":"or less than the premium paid for the put option plus the related transaction costs. A closing sale transaction","page_number":17,"box":{"x":116,"y":475,"width":727,"height":12}},{"id":"afedaf1c-9e0f-4897-9347-16a925946c8f","block_type":"box","text":"cancels out the Fund’s position as the purchaser of an option by means of an offsetting sale of an identical option","page_number":17,"box":{"x":116,"y":491,"width":762,"height":11}},{"id":"c14d17db-088a-48f1-80a8-c87afd9298f2","block_type":"box","text":"prior to the expiration of the option it has purchased.","page_number":17,"box":{"x":116,"y":506,"width":354,"height":12}},{"id":"d2e2d416-29ea-4a41-9ecb-ae66e7af7481","block_type":"box","text":"The Fund also may write (i.e., sell) put options on the types of securities or instruments that may be held by","page_number":17,"box":{"x":150,"y":537,"width":726,"height":12}},{"id":"e886c6a8-100a-44ca-8f99-77ef4ddbd13d","block_type":"box","text":"the Fund, provided that such put options are covered, meaning that such options are secured by liquid assets","page_number":17,"box":{"x":116,"y":553,"width":727,"height":11}},{"id":"fcd3b26e-f9a7-4c21-8d1a-ba89ad2e5d90","block_type":"box","text":"segregated or earmarked on the Fund’s books and records. The Fund will receive a premium for writing a put","page_number":17,"box":{"x":117,"y":568,"width":736,"height":12}},{"id":"9a75f13f-4539-4489-b867-3f6adba10048","block_type":"box","text":"option, which increases the Fund’s return.","page_number":17,"box":{"x":116,"y":584,"width":282,"height":11}},{"id":"6cceabaf-0dad-4447-93c4-cf25727e2ea8","block_type":"box","text":"The Fund also may write (i.e., sell) uncovered put options on securities or instruments in which it may","page_number":17,"box":{"x":150,"y":615,"width":689,"height":11}},{"id":"eba13743-7e56-4017-be75-cd724d3344b3","block_type":"box","text":"invest but that the Fund does not currently have a corresponding short position or has not deposited cash equal to","page_number":17,"box":{"x":116,"y":630,"width":761,"height":12}},{"id":"f7526442-d358-4cb3-aa4d-1cd0e3ae2ba7","block_type":"box","text":"the exercise value of the put option with the broker dealer through which it made the uncovered put option as","page_number":17,"box":{"x":116,"y":646,"width":736,"height":11}},{"id":"beca99a9-11c8-4772-8954-aed6b9f304ec","block_type":"box","text":"collateral. The principal reason for writing uncovered put options is to receive premium income and to acquire","page_number":17,"box":{"x":116,"y":661,"width":745,"height":12}},{"id":"97a288da-27e9-4667-8f4c-fc1d43e93711","block_type":"box","text":"such securities or instruments at a net cost below the current market value. The Fund has the obligation to buy","page_number":17,"box":{"x":117,"y":677,"width":741,"height":11}},{"id":"b378c3d6-6af1-42d5-a7ff-2221962fd332","block_type":"box","text":"the securities or instruments at an agreed upon price if the securities or instruments decrease below the exercise","page_number":17,"box":{"x":116,"y":692,"width":751,"height":12}},{"id":"323c7a31-9976-41c5-8510-486230d18196","block_type":"box","text":"price. If the securities or instruments price increases during the option period, the option will expire worthless","page_number":17,"box":{"x":116,"y":708,"width":740,"height":11}},{"id":"3c2b9923-0fbd-4570-aca1-496fea9e409f","block_type":"box","text":"and the Fund will retain the premium and will not have to purchase the securities or instruments at the exercise","page_number":17,"box":{"x":116,"y":723,"width":747,"height":12}},{"id":"63d75e8c-7258-45ea-924d-131233292e13","block_type":"box","text":"price","page_number":17,"box":{"x":116,"y":739,"width":33,"height":11}},{"id":"d1ce2768-a12d-4d9d-8a86-941993b1cfc2","block_type":"box","text":"In selling puts, there is a risk that the Fund may be required to buy the underlying security at a price higher","page_number":17,"box":{"x":150,"y":770,"width":721,"height":11}},{"id":"b7b89d2d-f327-4a39-8a23-05b7177d61c8","block_type":"box","text":"than the current market price.","page_number":17,"box":{"x":116,"y":785,"width":198,"height":12}},{"id":"03e5eb37-1960-4b1b-9011-a4a8a03cc74a","block_type":"box","text":"Additional Information About Options","page_number":17,"box":{"x":148,"y":816,"width":259,"height":12}},{"id":"64dd1c75-02aa-418e-a041-73bed5318dd1","block_type":"box","text":". In the case of either put or call options that it has purchased, if the","page_number":17,"box":{"x":409,"y":816,"width":452,"height":12}},{"id":"3b698c5c-6b83-4293-8ac7-f05f6a47a0f8","block_type":"box","text":"option expires without being sold or exercised, the Fund will experience a loss in the amount of the option","page_number":17,"box":{"x":116,"y":832,"width":716,"height":11}},{"id":"fc6a853c-f0bd-4f7d-89e5-8cf93b274ef7","block_type":"box","text":"premium plus any commissions paid by the Fund. When the Fund sells put and call options, it receives a","page_number":17,"box":{"x":116,"y":847,"width":704,"height":12}},{"id":"b6f82fa9-0849-4182-b8ac-a898f1e1d92a","block_type":"box","text":"premium as the seller of the option. The premium that the Fund receives for selling the option will serve as a","page_number":17,"box":{"x":116,"y":863,"width":733,"height":11}},{"id":"001903a3-aac6-47b6-8781-9ab1f0a5f96c","block_type":"box","text":"partial and limited (to the dollar amount of the premium) hedge, in the amount of the option premium, against","page_number":17,"box":{"x":116,"y":878,"width":741,"height":12}},{"id":"6620189b-fb3c-4925-bf57-83621f0ea4e3","block_type":"box","text":"S-14","page_number":17,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"6e16af8f-619d-4884-b1f0-f4d5cbd277ec","block_type":"box","text":"NM1026U-5982768-17/119","page_number":17,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"01f8b25d-cf2f-4bbf-802e-ad997225126f","block_type":"box","text":"changes in the value of the securities in its portfolio. During the term of the option, however, a covered call seller","page_number":18,"box":{"x":116,"y":88,"width":765,"height":11}},{"id":"364da17d-4cd0-45fc-8d35-100dd965a558","block_type":"box","text":"has, in return for the premium on the option, given up the opportunity for capital appreciation above the exercise","page_number":18,"box":{"x":116,"y":103,"width":759,"height":12}},{"id":"d143d872-ba6f-44c3-bd67-d67a9a5be475","block_type":"box","text":"price of the option if the value of the underlying security increases, but has retained the risk of loss should the","page_number":18,"box":{"x":116,"y":119,"width":740,"height":11}},{"id":"6b8bd95a-2b53-4cc3-834c-c9687bcf4886","block_type":"box","text":"price of the underlying security decline. Conversely, a put seller retains the risk of loss should the market value","page_number":18,"box":{"x":116,"y":134,"width":750,"height":12}},{"id":"fddc2646-ae47-4dee-bb66-d7ccbb2d3ca1","block_type":"box","text":"of the underlying security decline below the exercise price of the option, less the premium received on the sale of","page_number":18,"box":{"x":116,"y":150,"width":765,"height":11}},{"id":"e7fd9484-7d64-4c48-a22d-bdcc516f31ec","block_type":"box","text":"the option. The Fund may purchase and sell exchange-listed options and OTC options (“OTC Options”) which","page_number":18,"box":{"x":116,"y":165,"width":746,"height":12}},{"id":"a3d9cf65-d54f-4888-92e4-3315bb16ac9c","block_type":"box","text":"are privately negotiated with the counterparty. Listed options are issued by the Options Clearing Corporation","page_number":18,"box":{"x":116,"y":181,"width":734,"height":11}},{"id":"f719a074-c7d0-4a1f-b9f3-43b2a38b1a08","block_type":"box","text":"(“OCC”), which guarantees the performance of the obligations of the parties to such options.","page_number":18,"box":{"x":116,"y":196,"width":625,"height":12}},{"id":"6fd34a60-7c5e-4e96-9df2-1a2dcef944f8","block_type":"box","text":"The Fund’s ability to close out its position as a purchaser or seller of an exchange-listed put or call option is","page_number":18,"box":{"x":150,"y":227,"width":727,"height":12}},{"id":"8237fdbb-e684-4eb4-8b2c-1147832e1ee1","block_type":"box","text":"dependent upon the existence of a liquid secondary market on option exchanges. Among the possible reasons for","page_number":18,"box":{"x":116,"y":243,"width":761,"height":11}},{"id":"85f5cbd2-e368-48c1-99fe-26199dc7cfe1","block_type":"box","text":"the absence of a liquid secondary market on an Exchange are: (i) insufficient trading interest in certain options;","page_number":18,"box":{"x":116,"y":258,"width":749,"height":12}},{"id":"8bd0662a-0cba-4e74-886c-1d66eee36d36","block_type":"box","text":"(ii) restrictions on transactions imposed by an exchange; (iii) trading halts, suspensions or other restrictions","page_number":18,"box":{"x":116,"y":274,"width":723,"height":11}},{"id":"d74d0515-0351-4e37-a4f9-e067bc548d76","block_type":"box","text":"imposed with respect to particular classes or series of options or underlying securities; (iv) interruption of the","page_number":18,"box":{"x":116,"y":289,"width":737,"height":12}},{"id":"8663f684-814f-427c-b2f5-28bd68c8a4c8","block_type":"box","text":"normal operations on an Exchange; (v) inadequacy of the facilities of an exchange or OCC to handle current","page_number":18,"box":{"x":116,"y":305,"width":731,"height":11}},{"id":"26ec73a5-48f4-44c9-ae70-e7cb9a812674","block_type":"box","text":"trading volume; or (vi) a decision by one or more exchanges to discontinue the trading of options (or a particular","page_number":18,"box":{"x":116,"y":320,"width":760,"height":12}},{"id":"60e64995-5731-4f22-acf4-6d891624463e","block_type":"box","text":"class or series of options), in which event the secondary market on that exchange (or in that class or series of","page_number":18,"box":{"x":116,"y":336,"width":734,"height":11}},{"id":"b58935cc-429a-43cf-be21-917574486936","block_type":"box","text":"options) would cease to exist, although outstanding options on that exchange that had been listed by the OCC as","page_number":18,"box":{"x":116,"y":351,"width":755,"height":12}},{"id":"87a12b85-f88a-4f9b-9de0-6605f83277be","block_type":"box","text":"a result of trades on that exchange would generally continue to be exercisable in accordance with their terms.","page_number":18,"box":{"x":116,"y":367,"width":735,"height":11}},{"id":"39206e94-9fd9-4d14-9aab-e35a02db53b2","block_type":"box","text":"OTC Options are purchased from or sold to dealers, financial institutions or other counterparties which have","page_number":18,"box":{"x":116,"y":382,"width":730,"height":12}},{"id":"7b389529-b437-4d9c-a966-f754e3d0956f","block_type":"box","text":"entered into direct agreements with the Fund. With OTC Options, such variables as expiration date, exercise","page_number":18,"box":{"x":116,"y":398,"width":730,"height":11}},{"id":"792ee161-c839-4b0e-8a20-68c505b2949f","block_type":"box","text":"price and premium will be agreed upon between the Fund and the counterparty, without the intermediation of a","page_number":18,"box":{"x":116,"y":413,"width":749,"height":12}},{"id":"b3cb82ae-85cd-4a71-8cd4-33d179c44f47","block_type":"box","text":"third party such as the OCC. If the counterparty fails to make or take delivery of the securities underlying an","page_number":18,"box":{"x":116,"y":429,"width":731,"height":11}},{"id":"a1bad2d0-fa3f-4abe-a5bc-5372ed4b0687","block_type":"box","text":"option it has written, or otherwise settle the transaction in accordance with the terms of that option as written, the","page_number":18,"box":{"x":116,"y":444,"width":763,"height":12}},{"id":"f78e7409-55c4-4410-842f-413d8703c502","block_type":"box","text":"Fund would lose the premium paid for the option as well as any anticipated benefit of the transaction. OTC","page_number":18,"box":{"x":116,"y":460,"width":722,"height":11}},{"id":"b8533142-670c-4e78-a28f-b262da43a19a","block_type":"box","text":"Options and assets used to cover OTC Options written by the Fund are considered by the staff of the SEC to be","page_number":18,"box":{"x":116,"y":475,"width":749,"height":12}},{"id":"b1edd3bc-5761-40ea-8b6b-0aa59faa2561","block_type":"box","text":"illiquid. The illiquidity of such options or assets may prevent a successful sale of such options or assets, result in","page_number":18,"box":{"x":116,"y":491,"width":759,"height":11}},{"id":"59b708eb-13b2-49ce-8953-0fa1393b5eab","block_type":"box","text":"a delay of sale, or reduce the amount of proceeds that might otherwise be realized.","page_number":18,"box":{"x":116,"y":506,"width":554,"height":12}},{"id":"41767593-cded-4575-8c40-62adf8863e5d","block_type":"box","text":"The hours of trading for options on debt securities may not conform to the hours during which the","page_number":18,"box":{"x":150,"y":537,"width":660,"height":12}},{"id":"72b9789d-1a53-4ac7-80e4-39c1a736ee2f","block_type":"box","text":"underlying securities are traded. To the extent that the option markets close before the markets for the underlying","page_number":18,"box":{"x":116,"y":553,"width":763,"height":11}},{"id":"1ef8f7fb-5eed-43a3-8e05-4a45ac09ba1b","block_type":"box","text":"securities, significant price and rate movements can take place in the underlying markets that cannot be reflected","page_number":18,"box":{"x":117,"y":568,"width":759,"height":12}},{"id":"3d72b957-266c-4aca-9d7b-f29bd8b5023f","block_type":"box","text":"in the option markets.","page_number":18,"box":{"x":116,"y":584,"width":145,"height":11}},{"id":"4d6382c8-d4d0-4150-bf1d-c400aea52fe7","block_type":"box","text":"Hybrid Securities","page_number":18,"box":{"x":149,"y":615,"width":118,"height":11}},{"id":"bcf1b8de-b5c0-490e-afc6-7e9aa6ffffe1","block_type":"box","text":". A hybrid instrument is a type of potentially high-risk derivative that combines a","page_number":18,"box":{"x":269,"y":615,"width":546,"height":11}},{"id":"e322d785-3de7-414f-9a66-159b0f07478e","block_type":"box","text":"traditional bond, stock or commodity with an option or forward contract. Generally, the principal amount,","page_number":18,"box":{"x":116,"y":630,"width":713,"height":12}},{"id":"5f3de7cb-e3ab-461b-8c4e-f53b4255d728","block_type":"box","text":"amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the","page_number":18,"box":{"x":116,"y":646,"width":751,"height":11}},{"id":"efa3c61c-e7fd-46a7-a2d0-84fef0a4e812","block_type":"box","text":"price of some commodity, currency or securities index or another interest rate or some other economic factor","page_number":18,"box":{"x":116,"y":661,"width":735,"height":12}},{"id":"34eea018-53e5-43e3-a8e0-b2e6faae49c1","block_type":"box","text":"(each a “benchmark”). The interest rate or (unlike most fixed income securities) the principal amount payable at","page_number":18,"box":{"x":116,"y":677,"width":756,"height":11}},{"id":"dcbabe01-877b-4a3f-90e1-a679046328d6","block_type":"box","text":"maturity of a hybrid security may be increased or decreased, depending on changes in the value of the","page_number":18,"box":{"x":116,"y":692,"width":687,"height":12}},{"id":"b57b8e3a-226c-4817-a41a-44c1a805e06f","block_type":"box","text":"benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of","page_number":18,"box":{"x":116,"y":708,"width":738,"height":11}},{"id":"bc7ce23d-0bbe-415e-85f8-31a1254e05a3","block_type":"box","text":"interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain","page_number":18,"box":{"x":116,"y":723,"width":718,"height":12}},{"id":"4d711134-4d31-4d78-86ec-fd9222a9f522","block_type":"box","text":"predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil.","page_number":18,"box":{"x":116,"y":739,"width":709,"height":11}},{"id":"db19a4f4-ae36-407a-8433-25334dffd627","block_type":"box","text":"Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging,","page_number":18,"box":{"x":116,"y":754,"width":761,"height":12}},{"id":"d875e18f-f464-4054-8a06-3c54259f3755","block_type":"box","text":"duration management and increased total return. Hybrids may not bear interest or pay dividends. The value of a","page_number":18,"box":{"x":116,"y":770,"width":752,"height":11}},{"id":"b8825786-b8ed-4eb5-b140-8fb0e1d81363","block_type":"box","text":"hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or","page_number":18,"box":{"x":116,"y":785,"width":747,"height":12}},{"id":"8549c655-8096-4203-8cf2-bb35b505a21a","block_type":"box","text":"down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and","page_number":18,"box":{"x":116,"y":801,"width":718,"height":11}},{"id":"00a4f67e-c7f6-4371-8de0-d1d9220d011f","block_type":"box","text":"political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the","page_number":18,"box":{"x":116,"y":816,"width":767,"height":12}},{"id":"b9867e4c-d616-449d-90fe-ddba9896e9bc","block_type":"box","text":"purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an","page_number":18,"box":{"x":116,"y":832,"width":709,"height":11}},{"id":"8d60ba1b-e84a-4182-8339-e7dfe7ba1661","block_type":"box","text":"investment in a hybrid may entail significant market risks that are not associated with a similar investment in a","page_number":18,"box":{"x":116,"y":847,"width":747,"height":12}},{"id":"1e1d2bce-e821-4a31-bb6a-e0b64fe5a5cb","block_type":"box","text":"traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate","page_number":18,"box":{"x":116,"y":863,"width":755,"height":11}},{"id":"07e0810f-01b0-4fac-966e-dee95f69958c","block_type":"box","text":"of interest. The purchase of hybrids also exposes the Fund to the credit risk of the issuer of the hybrids. These","page_number":18,"box":{"x":116,"y":878,"width":739,"height":12}},{"id":"9181f660-57cc-4c93-8a50-7571e6696f54","block_type":"box","text":"S-15","page_number":18,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"98089f9a-ec75-48c3-94f3-97a63963dda7","block_type":"box","text":"NM1026U-5982768-18/119","page_number":18,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"7dbdcd97-9f10-44d6-8f9c-b23260631259","block_type":"box","text":"risks may cause significant fluctuations in the NAV of the Fund’s Shares if the Fund invests in hybrid","page_number":19,"box":{"x":116,"y":88,"width":687,"height":11}},{"id":"a76dd011-66a0-4b95-bf7f-46520ffc3750","block_type":"box","text":"instruments.","page_number":19,"box":{"x":116,"y":103,"width":81,"height":9}},{"id":"1598f449-0a40-425e-a56b-0b3cf54d89bb","block_type":"box","text":"New Products","page_number":19,"box":{"x":149,"y":136,"width":95,"height":10}},{"id":"44005f09-859b-40e3-8a8d-2233887fbd67","block_type":"box","text":". The financial markets continue to evolve and financial products continue to be developed.","page_number":19,"box":{"x":245,"y":136,"width":614,"height":12}},{"id":"c4af01dd-dc5c-4410-b9b9-76c275819c00","block_type":"box","text":"The Fund reserves the right to invest in new financial products as they are developed or become more widely","page_number":19,"box":{"x":116,"y":152,"width":735,"height":12}},{"id":"c5987f29-a9b5-450e-9af0-a0c7a234aff3","block_type":"box","text":"accepted. As with any new financial product, these products will entail risks, including risks to which the Fund","page_number":19,"box":{"x":116,"y":167,"width":748,"height":12}},{"id":"fe318d67-aeae-46c1-86c3-e6da4ab00d00","block_type":"box","text":"currently is not subject.","page_number":19,"box":{"x":116,"y":183,"width":157,"height":12}},{"id":"0e9135a2-c2ba-45bf-84f9-946407cbcc61","block_type":"box","text":"The principal risks relating to the use of futures contracts and other Strategic Transactions are: (i) less than","page_number":19,"box":{"x":150,"y":216,"width":719,"height":12}},{"id":"dcfc8a2a-8ada-46e0-83f2-aa908fa612fa","block_type":"box","text":"perfect correlation between the prices of the instrument and the market value of the securities in the Fund’s","page_number":19,"box":{"x":116,"y":232,"width":722,"height":12}},{"id":"26b89446-10d4-4587-9f56-8c5931934216","block_type":"box","text":"portfolio; (ii) possible lack of a liquid secondary market for closing out a position in such instruments; (iii) losses","page_number":19,"box":{"x":116,"y":247,"width":764,"height":12}},{"id":"73ae1285-b6ef-4e14-89c9-e64e9607c6e8","block_type":"box","text":"resulting from interest rate or other market movements not anticipated by the Advisor; and (iv) the obligation to","page_number":19,"box":{"x":116,"y":263,"width":754,"height":12}},{"id":"7d4b2518-e40f-45ee-a849-9e8d955da61f","block_type":"box","text":"meet additional variation margin or other payment requirements, all of which could result in the Fund being in a","page_number":19,"box":{"x":116,"y":278,"width":756,"height":12}},{"id":"fbbc0ce8-1293-435f-bd1b-0aa210d5f5e2","block_type":"box","text":"worse position than if such transactions had not been used.","page_number":19,"box":{"x":116,"y":294,"width":395,"height":12}},{"id":"72301a2a-989f-44dd-b7a7-416526e4d493","block_type":"box","text":"Certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”) may restrict or affect the","page_number":19,"box":{"x":150,"y":327,"width":731,"height":12}},{"id":"5e5a644b-594a-45b7-915a-96685a52e4ca","block_type":"box","text":"ability of the Fund to engage in Strategic Transactions. See “Tax Matters.”","page_number":19,"box":{"x":116,"y":343,"width":503,"height":11}},{"id":"cc21bb9e-4780-4cb6-b4d3-c9862829c5d8","block_type":"box","text":"Environmental, Social and Governance (“ESG”) Integration","page_number":19,"box":{"x":116,"y":385,"width":434,"height":12}},{"id":"2833fe6d-409e-4e0e-a948-05570a278e42","block_type":"box","text":"Although the Fund does not seek to implement a specific sustainability objective, strategy or process unless","page_number":19,"box":{"x":150,"y":410,"width":725,"height":11}},{"id":"61c5b811-c3c6-4755-8440-fcbf4e23c014","block_type":"box","text":"disclosed in the Prospectus, Fund management will consider ESG factors as part of the investment process for the","page_number":19,"box":{"x":116,"y":425,"width":767,"height":12}},{"id":"69d0dd4c-d27d-41c2-b60d-603c63fd749e","block_type":"box","text":"Fund. Fund management views ESG integration as the practice of incorporating financially material ESG data or","page_number":19,"box":{"x":116,"y":441,"width":761,"height":11}},{"id":"18881be3-e7ba-4f2d-9c4e-f23e9cfdd1c1","block_type":"box","text":"information into investment processes with the objective of enhancing risk-adjusted returns. These ESG","page_number":19,"box":{"x":116,"y":456,"width":701,"height":12}},{"id":"0569d0a4-979d-4977-aeb4-dafee0f18e4a","block_type":"box","text":"considerations will vary depending on a fund’s particular investment strategies and may include consideration of","page_number":19,"box":{"x":116,"y":472,"width":761,"height":11}},{"id":"fea15b2f-684a-47c9-a157-613041212d8d","block_type":"box","text":"third-party research as well as consideration of proprietary research of the Advisor across the ESG risks and","page_number":19,"box":{"x":116,"y":487,"width":728,"height":12}},{"id":"496329c7-d296-4774-b9ee-6473101efb74","block_type":"box","text":"opportunities regarding an issuer. The ESG characteristics utilized in the Fund’s investment process are","page_number":19,"box":{"x":116,"y":503,"width":698,"height":11}},{"id":"f9969cb6-0c12-4a49-a16e-f500023019c4","block_type":"box","text":"anticipated to evolve over time and one or more characteristics may not be relevant with respect to all issuers that","page_number":19,"box":{"x":116,"y":518,"width":766,"height":12}},{"id":"be164d5f-6dde-4517-8716-79888f7722d9","block_type":"box","text":"are eligible for investment.","page_number":19,"box":{"x":116,"y":534,"width":180,"height":11}},{"id":"89c2eed7-c75a-43d2-b80b-1001db4e2122","block_type":"box","text":"Certain of these considerations may affect the Fund’s exposure to certain companies or industries. While","page_number":19,"box":{"x":150,"y":567,"width":706,"height":12}},{"id":"a35366b6-7f51-4f5a-93c1-704f6c3b09bd","block_type":"box","text":"Fund management views ESG considerations as having the potential to contribute to the Fund’s long-term","page_number":19,"box":{"x":116,"y":583,"width":716,"height":11}},{"id":"ba480cef-c61f-40e7-86e9-c3fbf05e622f","block_type":"box","text":"performance, there is no guarantee that such results will be achieved.","page_number":19,"box":{"x":116,"y":598,"width":464,"height":12}},{"id":"99bceb3c-a061-445c-a03a-c5d5c1584e77","block_type":"box","text":"ADDITIONAL RISK FACTORS","page_number":19,"box":{"x":380,"y":649,"width":238,"height":9}},{"id":"14f8617e-2d1a-41ac-b819-64df7e75b1be","block_type":"box","text":"Municipal Securities Market Risk","page_number":19,"box":{"x":116,"y":683,"width":243,"height":11}},{"id":"c6643be1-707b-4943-bc08-3d1fb4db38cf","block_type":"box","text":"Economic exposure to the municipal securities market involves certain risks. The municipal market is one in","page_number":19,"box":{"x":150,"y":707,"width":732,"height":12}},{"id":"8c615b02-81bf-4cc1-8d32-cd01b0f17557","block_type":"box","text":"which dealer firms make markets in bonds on a principal basis using their proprietary capital, and at times these","page_number":19,"box":{"x":116,"y":723,"width":754,"height":11}},{"id":"33044ee7-635a-45ac-987c-493cc8966da8","block_type":"box","text":"firms’ capital may be severely constrained. In such event, some firms may be unwilling to commit their capital to","page_number":19,"box":{"x":116,"y":738,"width":765,"height":12}},{"id":"b8632c36-e732-4b74-ada6-f028c3b5c5dc","block_type":"box","text":"purchase and to serve as a dealer for municipal securities. Certain municipal securities may not be registered with","page_number":19,"box":{"x":116,"y":754,"width":766,"height":11}},{"id":"7727301a-2b70-4549-9aff-031039f7c4fb","block_type":"box","text":"the SEC or any state securities commission and will not be listed on any national securities exchange. The","page_number":19,"box":{"x":116,"y":769,"width":715,"height":12}},{"id":"77924919-6590-4c74-b2e8-f746f3e8472b","block_type":"box","text":"amount of public information available about the municipal securities to which the Fund is economically exposed","page_number":19,"box":{"x":116,"y":785,"width":766,"height":11}},{"id":"90ec1a38-af7a-4dcb-a041-828bcd02b7a0","block_type":"box","text":"is generally less than that for corporate equities or bonds, and the investment performance of the Fund may","page_number":19,"box":{"x":116,"y":800,"width":722,"height":12}},{"id":"0ace5806-d29f-4412-a753-77665cf62fdf","block_type":"box","text":"therefore be more dependent on the analytical abilities of the Advisor than would be a fund investing solely in","page_number":19,"box":{"x":116,"y":816,"width":742,"height":11}},{"id":"f8b342f6-24bc-4813-8186-cc6a57bc1966","block_type":"box","text":"stocks or taxable bonds. The secondary market for municipal securities, particularly the below investment grade","page_number":19,"box":{"x":117,"y":831,"width":754,"height":12}},{"id":"248f98fe-7aff-44b1-88aa-a7033682220f","block_type":"box","text":"securities to which the Fund may be economically exposed, also tends to be less well-developed or liquid than","page_number":19,"box":{"x":117,"y":847,"width":742,"height":11}},{"id":"b29fb871-5ac9-49bd-a991-6c371586da5f","block_type":"box","text":"many other securities markets, which may adversely affect the Fund’s ability to sell such securities at attractive","page_number":19,"box":{"x":116,"y":862,"width":750,"height":12}},{"id":"9ee57909-4dce-4d84-a98a-bee9051468c9","block_type":"box","text":"prices or at prices approximating those at which the Fund currently values them.","page_number":19,"box":{"x":116,"y":878,"width":540,"height":11}},{"id":"c3f5dea3-40bc-4d01-a880-2c71ab5293cf","block_type":"box","text":"S-16","page_number":19,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"1a236e52-d628-45f3-a89d-8b82ad6b4a35","block_type":"box","text":"NM1026U-5982768-19/119","page_number":19,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"f56ab98a-ebe6-4430-884a-3faa0851ac5a","block_type":"box","text":"In addition, many state and municipal governments that issue securities are under significant economic and","page_number":20,"box":{"x":150,"y":88,"width":722,"height":11}},{"id":"548fa2d0-9453-4d58-89c4-4b8d8f083374","block_type":"box","text":"financial stress and may not be able to satisfy their obligations. The ability of municipal issuers to make timely","page_number":20,"box":{"x":116,"y":103,"width":748,"height":12}},{"id":"3836d649-6637-4566-bce9-270f00e18351","block_type":"box","text":"payments of interest and principal may be diminished during general economic downturns and as governmental","page_number":20,"box":{"x":116,"y":119,"width":752,"height":11}},{"id":"b57f4fc8-1933-47e9-a703-aeddc9bfa94a","block_type":"box","text":"cost burdens are reallocated among federal, state and local governments. The taxing power of any governmental","page_number":20,"box":{"x":116,"y":134,"width":756,"height":12}},{"id":"c6fc5d06-9b47-4350-bcf2-148d0b7153f9","block_type":"box","text":"entity may be limited by provisions of state constitutions or laws and an entity’s credit will depend on many","page_number":20,"box":{"x":116,"y":150,"width":728,"height":11}},{"id":"323d3e2b-d386-481c-95d5-d859ce86445a","block_type":"box","text":"factors, including the entity’s tax base, the extent to which the entity relies on federal or state aid, and other","page_number":20,"box":{"x":116,"y":165,"width":724,"height":12}},{"id":"4bce06ce-1456-4ccd-9fc3-ec06aa3c4489","block_type":"box","text":"factors which are beyond the entity’s control. In addition, laws enacted in the future by Congress or state","page_number":20,"box":{"x":116,"y":181,"width":706,"height":11}},{"id":"5bbd4bf5-5551-4036-9df9-06835c93f84c","block_type":"box","text":"legislatures or referenda could extend the time for payment of principal and/or interest, or impose other","page_number":20,"box":{"x":116,"y":196,"width":697,"height":12}},{"id":"a3e020bf-3fe5-4a2f-9791-7827fb768abd","block_type":"box","text":"constraints on enforcement of such obligations or on the ability of municipalities to levy taxes. Issuers of","page_number":20,"box":{"x":116,"y":212,"width":709,"height":11}},{"id":"a8ea861d-304d-4a03-9d1b-dbfced9ddecd","block_type":"box","text":"municipal securities might seek protection under the bankruptcy laws. In the event of bankruptcy of such an","page_number":20,"box":{"x":116,"y":227,"width":728,"height":12}},{"id":"f45bc876-4ad8-480c-8369-6259e61291ca","block_type":"box","text":"issuer, holders of municipal securities could experience delays in collecting principal and interest and such","page_number":20,"box":{"x":116,"y":243,"width":720,"height":11}},{"id":"f460c11e-b327-4fb2-8fd6-ebd80cf2c3c9","block_type":"box","text":"holders may not, in all circumstances, be able to collect all principal and interest to which they are entitled. To","page_number":20,"box":{"x":116,"y":258,"width":744,"height":12}},{"id":"b01991b6-eec7-4ab0-9980-ec99ae474f75","block_type":"box","text":"enforce its rights in the event of a default in the payment of interest or repayment of principal, or both, the Fund","page_number":20,"box":{"x":116,"y":274,"width":754,"height":11}},{"id":"619506f8-2ca2-4f05-898e-76302c05ae2a","block_type":"box","text":"may take possession of and manage the assets securing the issuer’s obligations on such securities, which may","page_number":20,"box":{"x":116,"y":289,"width":737,"height":12}},{"id":"5e7b7a8e-2636-41a1-80d6-7aeb46447c3e","block_type":"box","text":"increase the Fund’s operating expenses. Any income derived from the Fund’s ownership or operation of such","page_number":20,"box":{"x":116,"y":305,"width":736,"height":11}},{"id":"ec83a9fc-c26f-4baa-855d-90265ae06b13","block_type":"box","text":"assets may not be tax-exempt or may fail to generate qualifying income for purposes of the income tests","page_number":20,"box":{"x":116,"y":320,"width":701,"height":12}},{"id":"279ad0bb-be72-4650-bb8d-b06a09358c93","block_type":"box","text":"applicable to RICs.","page_number":20,"box":{"x":116,"y":336,"width":128,"height":11}},{"id":"86598ba8-152f-4494-bbc2-96739f6d2fe9","block_type":"box","text":"Taxable Municipal Securities Risk","page_number":20,"box":{"x":150,"y":367,"width":231,"height":11}},{"id":"9bd939d9-f966-4153-819d-7ba3c8a37554","block_type":"box","text":". Build America Bonds involve similar risks as municipal bonds,","page_number":20,"box":{"x":382,"y":367,"width":434,"height":11}},{"id":"e202c223-4b2a-42c8-b7e2-cbf385aace5d","block_type":"box","text":"including credit and market risk. In particular, should a Build America Bond’s issuer fail to continue to meet the","page_number":20,"box":{"x":116,"y":382,"width":757,"height":12}},{"id":"c76f4e79-a0ac-40f4-bd54-9699755de315","block_type":"box","text":"applicable requirements imposed on the bonds as provided by the ARRA, it is possible that such issuer may not","page_number":20,"box":{"x":116,"y":398,"width":752,"height":11}},{"id":"43046631-a3ad-4fb6-a16c-f49666ca02bd","block_type":"box","text":"receive federal cash subsidy payments, impairing the issuer’s ability to make scheduled interest payments. The","page_number":20,"box":{"x":116,"y":413,"width":747,"height":12}},{"id":"592c708a-cac6-4812-bf50-a14bac5922cd","block_type":"box","text":"Build America Bond program expired on December 31, 2010 and no further issuance is permitted unless","page_number":20,"box":{"x":116,"y":429,"width":705,"height":11}},{"id":"b957b9a8-cdc1-415d-bdf4-79903470dad2","block_type":"box","text":"Congress renews the program. As a result, the number of available Build America Bonds is limited, which may","page_number":20,"box":{"x":116,"y":444,"width":750,"height":12}},{"id":"d299e71a-eea8-423f-a525-2d5dd779f6cb","block_type":"box","text":"negatively affect the value of the Build America Bonds. In addition, there can be no assurance that Build","page_number":20,"box":{"x":116,"y":460,"width":706,"height":11}},{"id":"072828ed-bb89-4a10-b458-e11f338a6d13","block_type":"box","text":"America Bonds will be actively traded. It is difficult to predict the extent to which a market for such bonds will","page_number":20,"box":{"x":116,"y":475,"width":750,"height":12}},{"id":"8e69a3ac-a401-427e-ac12-b3464d4830d0","block_type":"box","text":"continue, meaning that Build America Bonds may experience greater illiquidity than other municipal obligations.","page_number":20,"box":{"x":116,"y":491,"width":763,"height":11}},{"id":"1ae16ec4-f932-4ab6-a0fb-b6c1b69f6004","block_type":"box","text":"The Build America Bonds outstanding as of December 31, 2010 will continue to be eligible for the federal","page_number":20,"box":{"x":116,"y":506,"width":718,"height":12}},{"id":"86d91ed5-da10-4faa-be2e-7b611965a44b","block_type":"box","text":"interest rate subsidy, which continues for the life of the Build America Bonds; however, no bonds issued","page_number":20,"box":{"x":116,"y":522,"width":706,"height":11}},{"id":"e0d70113-a93f-4dad-ba4f-c7d183d71c76","block_type":"box","text":"following expiration of the Build America Bond program will be eligible for the U.S. federal tax subsidy.","page_number":20,"box":{"x":116,"y":537,"width":710,"height":12}},{"id":"f2234346-10eb-494e-9440-6a3f8ea8c27a","block_type":"box","text":"Warrants Risk","page_number":20,"box":{"x":116,"y":576,"width":107,"height":9}},{"id":"f7af3460-cbf1-4141-be55-1502aa4fe4a4","block_type":"box","text":"If the price of the underlying stock does not rise above the exercise price before the warrant expires, the","page_number":20,"box":{"x":150,"y":599,"width":699,"height":12}},{"id":"f2cd7265-50c6-464a-9ff0-a87ed546b2fb","block_type":"box","text":"warrant generally expires without any value and the Fund loses any amount it paid for the warrant. Thus,","page_number":20,"box":{"x":116,"y":615,"width":706,"height":11}},{"id":"3f378bc6-6d93-41a0-8cea-52fb922fd5ec","block_type":"box","text":"investments in warrants may involve substantially more risk than investments in common stock. Warrants may","page_number":20,"box":{"x":116,"y":630,"width":748,"height":12}},{"id":"b2e4e978-db95-46a8-b993-e4ac6c90b82b","block_type":"box","text":"trade in the same markets as their underlying stock; however, the price of the warrant does not necessarily move","page_number":20,"box":{"x":116,"y":646,"width":757,"height":11}},{"id":"01ad7484-b4b6-4941-b38f-4188acfa87fd","block_type":"box","text":"with the price of the underlying stock.","page_number":20,"box":{"x":116,"y":661,"width":256,"height":12}},{"id":"b42afa15-420e-4c87-af91-dda7b737fce3","block_type":"box","text":"Rights Risk","page_number":20,"box":{"x":116,"y":700,"width":83,"height":11}},{"id":"84407321-d7ee-47b8-8651-ffd56d290dde","block_type":"box","text":"The failure to exercise subscription rights to purchase common stock would result in the dilution of the","page_number":20,"box":{"x":150,"y":723,"width":694,"height":12}},{"id":"887491a0-8b75-4197-8aa7-eebf0a82aea6","block_type":"box","text":"Fund’s interest in the issuing company. The market for such rights is not well developed, and, accordingly, the","page_number":20,"box":{"x":116,"y":739,"width":745,"height":11}},{"id":"745dabd0-1e2f-428d-b667-cb22b142e719","block_type":"box","text":"Fund may not always realize full value on the sale of rights.","page_number":20,"box":{"x":116,"y":754,"width":402,"height":12}},{"id":"29926b36-be1f-4294-af98-b6f54e1dc964","block_type":"box","text":"Default Risk","page_number":20,"box":{"x":116,"y":793,"width":90,"height":9}},{"id":"b73e6455-ca06-4af0-9716-bdabd67b6a83","block_type":"box","text":"The value of the Fund’s investments in whole loans and other alternative lending-related securities, such as","page_number":20,"box":{"x":150,"y":816,"width":722,"height":12}},{"id":"86df682a-dd92-410c-a618-966f2bbc7185","block_type":"box","text":"shares, certificates, notes or other securities representing an interest in and the right to receive principal and","page_number":20,"box":{"x":117,"y":832,"width":724,"height":11}},{"id":"a288de46-9deb-4dbb-a297-a525fd1eec74","block_type":"box","text":"interest payments due on whole loans or fractions of whole loans, is entirely dependent on the borrowers’","page_number":20,"box":{"x":116,"y":847,"width":709,"height":12}},{"id":"614459c3-335b-43c9-8ce5-71830df913a2","block_type":"box","text":"continued and timely payments. The Fund receives payments on such investments only if the party servicing the","page_number":20,"box":{"x":116,"y":863,"width":757,"height":11}},{"id":"6d4570cb-0c2c-4b0b-9627-ced995b22513","block_type":"box","text":"loans receives the borrower’s payments on the corresponding or underlying loan and passes such payments","page_number":20,"box":{"x":116,"y":878,"width":721,"height":12}},{"id":"700a45b2-5189-49f5-81e1-8d470e9ce32a","block_type":"box","text":"S-17","page_number":20,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"72131733-e1b8-4f8b-8993-0ab319745d06","block_type":"box","text":"NM1026U-5982768-20/119","page_number":20,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"40fde8a0-f621-4d9e-834b-19146a75071b","block_type":"box","text":"through to the Fund. If a borrower fails to make interest payments or repay principal when due on a loan in which","page_number":21,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"1f4233f0-8755-45de-ba4c-37179930d16f","block_type":"box","text":"the Fund has investment exposure, or if the value of such a loan decreases, the value of the Fund’s investments","page_number":21,"box":{"x":116,"y":103,"width":747,"height":12}},{"id":"272b1454-6cd1-45ce-94da-ea4fbce52696","block_type":"box","text":"will be adversely affected. There can be no assurance that payments due on underlying loans will be made.","page_number":21,"box":{"x":116,"y":119,"width":719,"height":11}},{"id":"1979f893-a875-4e2f-83c8-e7c287cb1123","block_type":"box","text":"If a borrower is unable or fails to make payments on a loan for any reason, the Fund may be greatly limited","page_number":21,"box":{"x":150,"y":150,"width":722,"height":11}},{"id":"a67c621a-5a0b-47f4-82d2-54fcea514188","block_type":"box","text":"in its ability to recover any outstanding principal or interest due, as (among other reasons) the Fund may not have","page_number":21,"box":{"x":116,"y":165,"width":765,"height":12}},{"id":"a054b054-cbaa-4ae8-9649-343a79178f39","block_type":"box","text":"direct recourse against the borrower or may otherwise be limited in its ability to directly enforce its rights under","page_number":21,"box":{"x":116,"y":181,"width":754,"height":11}},{"id":"02aa1570-63d1-4492-9710-c347d8affdb5","block_type":"box","text":"the loan, whether through the borrower or the platform through which such loan was originated, the loan may be","page_number":21,"box":{"x":116,"y":196,"width":758,"height":12}},{"id":"1c68fad2-21df-44ae-be87-b11c49f2b72e","block_type":"box","text":"unsecured or under-collateralized and/or it may be impracticable to commence a legal proceeding against the","page_number":21,"box":{"x":116,"y":212,"width":735,"height":11}},{"id":"a2f1e0a9-005f-4592-9010-a2916795f85f","block_type":"box","text":"defaulting borrower. If the Fund were unable to recover unpaid principal or interest due, this would cause the","page_number":21,"box":{"x":116,"y":227,"width":736,"height":12}},{"id":"a18c46f4-8b13-4056-9def-ecd4d4a9bbbb","block_type":"box","text":"Fund’s NAV to decrease. The Fund generally will not be able to offset losses on defaulting loans by looking to","page_number":21,"box":{"x":116,"y":243,"width":747,"height":11}},{"id":"87aaa63c-b276-41df-8b43-5f5046525157","block_type":"box","text":"collateral or obligations of guarantors, insurers or governmental authorities, as many of the loans to which the","page_number":21,"box":{"x":116,"y":258,"width":741,"height":12}},{"id":"8e39cea0-03a2-448c-9c9e-66647709a6f7","block_type":"box","text":"Fund has exposure are obligations not secured by collateral or (except for certain loans to businesses) backed by","page_number":21,"box":{"x":116,"y":274,"width":757,"height":11}},{"id":"6d7842bf-c0f7-4fbd-b0b0-a81ad0b930a7","block_type":"box","text":"any guarantee.","page_number":21,"box":{"x":116,"y":290,"width":97,"height":11}},{"id":"9854d340-918a-44ad-95bd-243a8aa2e76e","block_type":"box","text":"Borrowings obtained through alternative lending platforms may not limit borrowers from incurring","page_number":21,"box":{"x":150,"y":320,"width":667,"height":12}},{"id":"0ede7b83-6f60-4100-af6b-caf5b793562d","block_type":"box","text":"additional debt. If a borrower incurs additional debt obligations after obtaining a loan through an alternative","page_number":21,"box":{"x":116,"y":336,"width":727,"height":11}},{"id":"6a5ffcac-09c2-4153-8321-2eb1ae1607cc","block_type":"box","text":"lending platform, the borrower’s creditworthiness may diminish and any additional obligations could cause the","page_number":21,"box":{"x":116,"y":351,"width":748,"height":12}},{"id":"b12036f4-2782-4459-ba9b-5697de9f688a","block_type":"box","text":"borrower to experience financial distress, insolvency or bankruptcy, all of which would impair the borrower’s","page_number":21,"box":{"x":116,"y":367,"width":740,"height":11}},{"id":"0c425d1b-1ad1-4417-a033-9a2cb959b593","block_type":"box","text":"ability to repay the loan underlying the Fund’s investment. Furthermore, the ability of secured creditors to pursue","page_number":21,"box":{"x":116,"y":382,"width":764,"height":12}},{"id":"a147da3a-bd25-44f7-ba1b-78f63112d5a4","block_type":"box","text":"remedies against the collateral of the borrower may impair the borrower’s ability to repay its unsecured loan or it","page_number":21,"box":{"x":116,"y":398,"width":763,"height":11}},{"id":"01c834ec-c3f7-4649-a114-2c4396e1ca08","block_type":"box","text":"may impair the platform’s or loan servicer’s ability to collect on the loan upon default. The loans in which the","page_number":21,"box":{"x":116,"y":413,"width":741,"height":12}},{"id":"62a882e7-f725-4f46-af66-fa7f5b154741","block_type":"box","text":"Fund invests generally do not include any cross-default provisions. Cross-default provisions render a default on","page_number":21,"box":{"x":116,"y":429,"width":752,"height":11}},{"id":"57ee9f55-dac1-4bfa-aacb-d879dbf6d804","block_type":"box","text":"one outstanding debt obligation an automatic default on another debt obligation of the borrower, which permits","page_number":21,"box":{"x":116,"y":444,"width":749,"height":12}},{"id":"0b77e95e-a094-4fe1-a76b-d9b107f74d8c","block_type":"box","text":"creditors to react more quickly to take steps to protect their interests. In contrast, the loans in which the Fund","page_number":21,"box":{"x":116,"y":460,"width":734,"height":11}},{"id":"0045cce1-e9f2-4dce-a691-b9d7c2409d8a","block_type":"box","text":"invests typically will be placed in default or referred to collection only if there are independent defaults on such","page_number":21,"box":{"x":116,"y":475,"width":753,"height":12}},{"id":"99e1c247-8921-401c-8c4e-1708dacbebec","block_type":"box","text":"loans, irrespective of whether the borrower has defaulted on a different debt obligation. Not only will the Fund","page_number":21,"box":{"x":116,"y":491,"width":747,"height":11}},{"id":"c692775e-74b9-4121-9747-cd8df0132209","block_type":"box","text":"not benefit from such protective provisions, the Fund also generally will not be made aware of any additional","page_number":21,"box":{"x":116,"y":506,"width":736,"height":12}},{"id":"fd7f5679-5bb9-4c77-adc8-60d527c7c22c","block_type":"box","text":"debt incurred by a borrower or whether such debt is secured or unsecured. Default rates on loans obtained","page_number":21,"box":{"x":116,"y":522,"width":713,"height":11}},{"id":"ffdfec90-56c3-41a7-8655-53779dbb2f67","block_type":"box","text":"through alternative lending platforms may be adversely affected by a number of factors outside the Fund’s","page_number":21,"box":{"x":116,"y":537,"width":717,"height":12}},{"id":"24464c17-5ccb-4b3f-ab09-0782cd255365","block_type":"box","text":"control, such as economic downturns or general economic or political conditions, including prevailing interest","page_number":21,"box":{"x":116,"y":553,"width":743,"height":11}},{"id":"351c6e51-609e-426f-a06b-eedc529c552a","block_type":"box","text":"rates, the rate of unemployment, the level of consumer confidence, residential real estate values, the value of the","page_number":21,"box":{"x":116,"y":568,"width":757,"height":12}},{"id":"b142c6c3-0ee3-47bb-9087-41577a62e9cd","block_type":"box","text":"various currencies, energy prices, changes in consumer spending, the number of personal bankruptcies,","page_number":21,"box":{"x":116,"y":584,"width":695,"height":11}},{"id":"4fb10e9e-35eb-4153-b314-68d6d36208b4","block_type":"box","text":"insolvencies, disruptions in the credit markets, the borrower’s personal circumstances and other factors.","page_number":21,"box":{"x":116,"y":599,"width":698,"height":12}},{"id":"02071e0b-8752-4c8f-8cf2-1678d65fe1f2","block_type":"box","text":"The default history for alternative lending borrowing arrangements is limited. Future defaults may be higher","page_number":21,"box":{"x":150,"y":630,"width":730,"height":12}},{"id":"4a85bba2-08a3-456f-baa9-664f807eb88d","block_type":"box","text":"than historical defaults and the timing of defaults may vary significantly from historical observations. The credit","page_number":21,"box":{"x":116,"y":646,"width":758,"height":11}},{"id":"3c57514d-c223-47bf-83f5-31ba6e6f604d","block_type":"box","text":"profile and interest rates available to certain borrowers who seek credit through alternative lending platforms","page_number":21,"box":{"x":116,"y":661,"width":734,"height":12}},{"id":"c00ccb56-168b-4441-920b-59239c66e171","block_type":"box","text":"may result in a higher rate of default for alternative lending related securities as compared with the debt","page_number":21,"box":{"x":116,"y":677,"width":699,"height":11}},{"id":"7910b3e5-a4c1-4503-855a-3cbb8a5e77ab","block_type":"box","text":"instruments associated with more traditional lending models, such as banks, although pursuant to the Fund’s","page_number":21,"box":{"x":116,"y":692,"width":730,"height":12}},{"id":"6110daaa-280f-48e7-b2df-002b2b4aec6f","block_type":"box","text":"Fundamental Investment Restrictions, the Fund may not invest in loans that are of subprime quality at the time of","page_number":21,"box":{"x":116,"y":708,"width":766,"height":11}},{"id":"1b4ee64b-0c95-4ad8-bade-eb5e2828ddcf","block_type":"box","text":"investment. If the impact of defaults on loans to which the Fund has exposure exceeds the profits on","page_number":21,"box":{"x":116,"y":723,"width":675,"height":12}},{"id":"dca481d7-2d44-4999-8506-cd2be51def45","block_type":"box","text":"non-defaulting loans, the Fund will be unable to achieve its investment objective. The Fund’s investments in","page_number":21,"box":{"x":116,"y":739,"width":732,"height":11}},{"id":"87a489af-4bf2-47e8-8cbb-96943fbbde36","block_type":"box","text":"equity securities issued by the platforms themselves (or their affiliates) are also subject to the risk of loss. If a","page_number":21,"box":{"x":116,"y":754,"width":738,"height":12}},{"id":"3d1cf3cd-6846-44d4-8e35-ee3cedb239e1","block_type":"box","text":"platform defaults on its outstanding obligations, the Fund’s equity interest in the platform may be diminished or","page_number":21,"box":{"x":116,"y":770,"width":755,"height":11}},{"id":"aa9294ff-d495-4d24-b92b-87ceb5347ee7","block_type":"box","text":"extinguished and the Fund can expect to realize on any such investments only to the extent that the platform’s","page_number":21,"box":{"x":116,"y":785,"width":740,"height":12}},{"id":"b74f2e91-3fd9-4937-8465-f89eec42ac2a","block_type":"box","text":"creditors are made whole and the platform still has residual profits that would benefit equity holders.","page_number":21,"box":{"x":116,"y":801,"width":678,"height":11}},{"id":"87991c89-0e1f-4815-9dc3-a1c0a43f3e72","block_type":"box","text":"Platform Risk","page_number":21,"box":{"x":116,"y":839,"width":101,"height":10}},{"id":"6d6d3b5d-25a6-4667-887b-36af940fc1ef","block_type":"box","text":"The Fund receives payments on whole loans or securities representing the right to receive principal and","page_number":21,"box":{"x":150,"y":863,"width":697,"height":11}},{"id":"9c196680-c0f6-406d-b5ea-4af55b1ec097","block_type":"box","text":"interest payments due on loans only if the platform servicing the loans receives the borrower’s payments on such","page_number":21,"box":{"x":116,"y":878,"width":762,"height":12}},{"id":"fe32ae91-7386-472e-ba00-f19a25ec1852","block_type":"box","text":"S-18","page_number":21,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"0100ec41-bd7d-48ca-91ac-fc7069997a1a","block_type":"box","text":"NM1026U-5982768-21/119","page_number":21,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"611eb83a-5bb0-4440-a525-12445373a53a","block_type":"box","text":"loans and passes such payments through to the Fund. If a borrower is unable or fails to make payments on a loan","page_number":22,"box":{"x":116,"y":88,"width":759,"height":11}},{"id":"6f2a5296-30c5-42a6-be70-12a3a86bc9fb","block_type":"box","text":"for any reason, the Fund may be greatly limited in its ability to recover any outstanding principal or interest due,","page_number":22,"box":{"x":116,"y":103,"width":757,"height":12}},{"id":"302a8e51-452b-49f0-8532-e5b418edda66","block_type":"box","text":"as (among other reasons) the Fund may not have direct recourse against the borrower or may otherwise be","page_number":22,"box":{"x":116,"y":119,"width":715,"height":11}},{"id":"6448ff24-a0eb-4e54-a973-234b2569a84f","block_type":"box","text":"limited in its ability to directly enforce its rights under the loan, whether through the borrower or the platform","page_number":22,"box":{"x":116,"y":134,"width":739,"height":12}},{"id":"df667f5e-9e07-49e2-8b33-fd327036230c","block_type":"box","text":"through which such loan was originated, the loan may be unsecured or under-collateralized and/or it may be","page_number":22,"box":{"x":116,"y":150,"width":729,"height":11}},{"id":"4341709a-c927-477f-85d4-cd89dba385dc","block_type":"box","text":"impracticable to commence a legal proceeding against the defaulting borrower.","page_number":22,"box":{"x":116,"y":165,"width":533,"height":12}},{"id":"f3aabf96-6409-4365-b861-c35d4202cc6b","block_type":"box","text":"The Fund may have limited knowledge about the underlying loans and is dependent upon the platform for","page_number":22,"box":{"x":150,"y":193,"width":714,"height":12}},{"id":"198a4bd9-cf27-46a9-910b-7d92dc1b3fbc","block_type":"box","text":"information regarding underlying loans. Although the Fund conducts diligence on the platforms, the Fund","page_number":22,"box":{"x":116,"y":209,"width":714,"height":11}},{"id":"0d2a3ffa-f3c6-4cc5-a5ea-4521543d24ad","block_type":"box","text":"generally does not have the ability to independently verify the information provided by the platforms, other than","page_number":22,"box":{"x":116,"y":224,"width":757,"height":12}},{"id":"3710cfe3-a5fe-4ffa-96e4-034a7af396b7","block_type":"box","text":"payment information regarding loans and other alternative lending-related securities owned by the Fund, which","page_number":22,"box":{"x":116,"y":240,"width":751,"height":11}},{"id":"43c1c9fc-5b2a-4ab4-9bde-b0a035664d37","block_type":"box","text":"the Fund observes directly as payments are received. Some investors, including the Fund, may not review the","page_number":22,"box":{"x":116,"y":255,"width":737,"height":12}},{"id":"46d79681-43b6-48b1-9c6a-387426354954","block_type":"box","text":"particular characteristics of the loans in which they invest at the time of investment, but rather negotiate in","page_number":22,"box":{"x":116,"y":271,"width":717,"height":11}},{"id":"233f9f62-fd85-4ea7-9901-3b5107aca64b","block_type":"box","text":"advance with platforms the general criteria of the investments, as described above. As a result, the Fund is","page_number":22,"box":{"x":116,"y":286,"width":716,"height":12}},{"id":"6c322b15-dcf8-4fd5-8050-ae0763c20e4f","block_type":"box","text":"dependent on the platforms’ ability to collect, verify and provide information to the Fund about each loan and","page_number":22,"box":{"x":116,"y":302,"width":740,"height":11}},{"id":"98f9bec9-35e9-4e31-ab59-8a0be5fc049f","block_type":"box","text":"borrower.","page_number":22,"box":{"x":116,"y":317,"width":64,"height":9}},{"id":"ad7b4dc1-56c1-4d9d-aad7-79f7d6d7a455","block_type":"box","text":"The Fund relies on the borrower’s credit information, which is provided by the platforms. However, such","page_number":22,"box":{"x":150,"y":345,"width":709,"height":12}},{"id":"5066ab2a-5fb3-47d8-90c0-ede6f5d6cafe","block_type":"box","text":"information may be out of date, incomplete or inaccurate and may, therefore, not accurately reflect the","page_number":22,"box":{"x":116,"y":360,"width":691,"height":12}},{"id":"61cebc55-33a5-43ae-9209-bec1035171f1","block_type":"box","text":"borrower’s actual creditworthiness. Platforms may not have an obligation to update borrower information, and,","page_number":22,"box":{"x":116,"y":376,"width":748,"height":12}},{"id":"ac109996-398a-415a-bfd2-f950ada2c981","block_type":"box","text":"therefore, the Fund may not be aware of any impairment in a borrower’s creditworthiness subsequent to the","page_number":22,"box":{"x":116,"y":391,"width":725,"height":12}},{"id":"d59b8039-e402-489b-8c0c-1ee14e944152","block_type":"box","text":"making of a particular loan. Although the Fund conducts diligence on the credit scoring methodology used by","page_number":22,"box":{"x":116,"y":407,"width":740,"height":12}},{"id":"6bd11662-f34b-495b-bea7-de795d9f08fe","block_type":"box","text":"platforms from which the Fund purchases alternative lending-related securities, the Fund typically does not have","page_number":22,"box":{"x":116,"y":422,"width":759,"height":12}},{"id":"dc2bdc71-cbe9-4e6b-9c61-be6f24505672","block_type":"box","text":"access to all of the data that platforms utilize to assign credit scores to particular loans purchased directly or","page_number":22,"box":{"x":116,"y":438,"width":727,"height":12}},{"id":"123809fd-5150-4407-b357-5118c391211e","block_type":"box","text":"indirectly by the Fund, and does not independently diligence or confirm the truthfulness of such information or","page_number":22,"box":{"x":116,"y":453,"width":749,"height":12}},{"id":"fe3ac344-92d4-4ceb-a305-681d31b67aeb","block_type":"box","text":"otherwise evaluate the basis for the platform’s credit score of those loans. As a result, the Fund may make","page_number":22,"box":{"x":116,"y":469,"width":714,"height":12}},{"id":"529c8205-c430-417f-a261-4d11b955c272","block_type":"box","text":"investments based on outdated, inaccurate or incomplete information. In addition, the platforms’ credit decisions","page_number":22,"box":{"x":116,"y":484,"width":760,"height":12}},{"id":"7416f712-b347-4d4f-8137-41de7fd475e9","block_type":"box","text":"and scoring models are based on algorithms that could potentially contain programming or other errors or prove","page_number":22,"box":{"x":116,"y":500,"width":754,"height":12}},{"id":"c3ab6b8f-d518-4192-b969-cd8ce91054e2","block_type":"box","text":"to be ineffective or otherwise flawed. This could adversely affect loan pricing data and approval processes and","page_number":22,"box":{"x":116,"y":515,"width":746,"height":12}},{"id":"792ed6c1-a00f-4b8b-a7b9-472026066917","block_type":"box","text":"could cause loans to be mispriced or misclassified, which could ultimately have a negative impact on the Fund’s","page_number":22,"box":{"x":116,"y":531,"width":757,"height":12}},{"id":"4e8c900d-662a-4133-b91b-252f3a4e196b","block_type":"box","text":"performance.","page_number":22,"box":{"x":116,"y":546,"width":88,"height":12}},{"id":"44bd2d51-42db-4ee8-b83e-060ae33c2dd1","block_type":"box","text":"In addition, the underlying loans, in some cases, may be affected by the success of the platforms through","page_number":22,"box":{"x":150,"y":574,"width":705,"height":12}},{"id":"308a25c5-930b-428c-9f91-34d0c5cc71a2","block_type":"box","text":"which they are facilitated. Therefore, disruptions in the businesses of such platforms may also negatively impact","page_number":22,"box":{"x":116,"y":590,"width":758,"height":12}},{"id":"415be392-c131-4aab-b223-b468edd73ad1","block_type":"box","text":"the value of the Fund’s investments. In addition, disruption in the business of a platform could limit or eliminate","page_number":22,"box":{"x":116,"y":605,"width":757,"height":12}},{"id":"90cf8673-6df9-46e0-998b-b656993f582e","block_type":"box","text":"the ability of the Fund to invest in loans originated by that platform, and therefore the Fund could lose some or","page_number":22,"box":{"x":116,"y":621,"width":747,"height":12}},{"id":"6d906e03-3b63-4cb7-8f69-7d3adae22912","block_type":"box","text":"all of the benefit of its diligence effort with respect to that platform.","page_number":22,"box":{"x":116,"y":636,"width":455,"height":12}},{"id":"a6b22cb2-22e7-40c9-8648-f4a1e008da5d","block_type":"box","text":"The Fund may also invest directly or indirectly in public or private equity securities of alternative lending","page_number":22,"box":{"x":150,"y":664,"width":712,"height":12}},{"id":"fd0998a7-315b-4519-9be8-ea532309f3b7","block_type":"box","text":"platforms or enter into other financial transactions, including derivative transactions, to gain exposure to such","page_number":22,"box":{"x":116,"y":680,"width":739,"height":11}},{"id":"965f9cf1-d190-4aff-9f74-84b6d9fd2b2e","block_type":"box","text":"investments. The performance of equity instruments issued by a platform or derivatives thereon depends on the","page_number":22,"box":{"x":116,"y":695,"width":750,"height":12}},{"id":"73cf5549-6a34-43d6-b466-1caab94c8029","block_type":"box","text":"success of the platform’s business and operations. As described above, the Fund may also invest in shares,","page_number":22,"box":{"x":117,"y":711,"width":716,"height":11}},{"id":"284a4ffd-a5d9-4caf-9f0f-e0150d6fb91e","block_type":"box","text":"certificates, notes or other securities representing the right to receive principal and interest payments due on","page_number":22,"box":{"x":116,"y":726,"width":727,"height":12}},{"id":"4460f264-c54c-4b81-ad68-a5a774257ea7","block_type":"box","text":"fractions of whole loans or pools of whole loans.","page_number":22,"box":{"x":116,"y":742,"width":328,"height":11}},{"id":"a237da66-f5db-4971-a439-0556b2c5178c","block_type":"box","text":"Platforms are for-profit businesses that, as a general matter, generate revenue by collecting fees on funded","page_number":22,"box":{"x":150,"y":770,"width":716,"height":11}},{"id":"2ec5b7eb-b5cb-4959-badc-040bfd98d1e4","block_type":"box","text":"loans from borrowers and by assessing a loan servicing fee on investors, which may be a fixed annual amount or","page_number":22,"box":{"x":116,"y":785,"width":759,"height":12}},{"id":"297a259a-0efd-4349-8a98-5d0b1e687189","block_type":"box","text":"a percentage of the loan or amounts collected. This business could be disrupted in multiple ways; for example, a","page_number":22,"box":{"x":116,"y":801,"width":757,"height":11}},{"id":"d307a5a9-6ae7-43cd-9e69-bdb2b58006bf","block_type":"box","text":"platform could file for bankruptcy or a platform might suffer reputational harm from negative publicity about the","page_number":22,"box":{"x":116,"y":816,"width":762,"height":12}},{"id":"af70ccc7-1772-48c3-bdd3-d0bf074b86ed","block_type":"box","text":"platform or alternative lending more generally and the loss of investor confidence in the event that a loan","page_number":22,"box":{"x":116,"y":832,"width":708,"height":11}},{"id":"62c9ec71-b3d4-488a-8373-a1ad421ef7a8","block_type":"box","text":"facilitated through the platform is not repaid and the investor loses money on its investment. Many platforms","page_number":22,"box":{"x":116,"y":847,"width":734,"height":12}},{"id":"c478b19e-c9b4-4b86-8d2f-dc65bb1441b9","block_type":"box","text":"and/or their affiliates have incurred operating losses since their inception and may continue to incur net losses in","page_number":22,"box":{"x":116,"y":863,"width":758,"height":11}},{"id":"aa77a99a-3766-4001-8da2-9909c9de0e41","block_type":"box","text":"the future, particularly as their businesses grow and they incur additional operating expenses.","page_number":22,"box":{"x":116,"y":878,"width":627,"height":12}},{"id":"d4a5e76f-befe-4cb5-92fc-ecc33d11a750","block_type":"box","text":"S-19","page_number":22,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"bcad50e5-acb8-42a5-a08c-c1caa80cd3ac","block_type":"box","text":"NM1026U-5982768-22/119","page_number":22,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"3b1567c5-0772-44f7-a616-abd0abd09f45","block_type":"box","text":"The Fund’s investments could be adversely impacted if a platform that services the Fund’s investments","page_number":23,"box":{"x":150,"y":88,"width":695,"height":11}},{"id":"ba7e7447-1968-4c2e-8872-5c3205a179f0","block_type":"box","text":"becomes unable or unwilling to fulfill its obligations to do so. In order to mitigate this risk, the Fund would seek","page_number":23,"box":{"x":116,"y":103,"width":758,"height":12}},{"id":"aa06877f-6990-481d-98e0-6bedd9cf3fc1","block_type":"box","text":"to rely on a backup servicer provided through the platform or through an unaffiliated backup servicer. To the","page_number":23,"box":{"x":116,"y":119,"width":734,"height":11}},{"id":"f183adf3-dc0b-4f25-8cdb-dd91f31079c2","block_type":"box","text":"extent that it is not possible to collect on defaulted loans or to the extent borrowers prepay loans, a platform that","page_number":23,"box":{"x":116,"y":134,"width":755,"height":12}},{"id":"1fb5bb19-795b-4fc7-9d24-4dcbbf60fced","block_type":"box","text":"services loans may no longer be able to collect a servicing fee, which would negatively impact its business","page_number":23,"box":{"x":117,"y":150,"width":717,"height":11}},{"id":"177b4f08-689b-4427-8f58-09864898af3c","block_type":"box","text":"operations. These or other similar negative events could adversely affect the platforms’ businesses and/or","page_number":23,"box":{"x":116,"y":165,"width":711,"height":12}},{"id":"8a14efe5-67a3-40ac-b465-3dd53730abbf","block_type":"box","text":"investor participation in a platform’s marketplace and, in turn, the business of the platforms, which creates a risk","page_number":23,"box":{"x":116,"y":181,"width":760,"height":11}},{"id":"298f5c36-1911-4655-9be8-0460fbaf5a61","block_type":"box","text":"of loss for the Fund’s investments in securities issued by a platform or derivatives thereon.","page_number":23,"box":{"x":116,"y":196,"width":610,"height":12}},{"id":"bfd29468-6c3a-4616-8001-169b8b87105f","block_type":"box","text":"Platforms may have a higher risk profile than companies engaged in lines of business with a longer, more","page_number":23,"box":{"x":150,"y":227,"width":711,"height":12}},{"id":"88b90895-5066-445a-a7d1-e97d85f49175","block_type":"box","text":"established operating history and such investments should be viewed as longer-term investments. They have met","page_number":23,"box":{"x":116,"y":243,"width":760,"height":11}},{"id":"bcbfae94-0855-4836-a730-c0ac6239a785","block_type":"box","text":"with and will continue to meet with challenges, including navigating evolving regulatory and competitive","page_number":23,"box":{"x":116,"y":258,"width":711,"height":12}},{"id":"d84d04a6-7b77-4154-8b47-135b4163a898","block_type":"box","text":"environments; increasing the number of borrowers and investors utilizing their marketplace; increasing the","page_number":23,"box":{"x":116,"y":274,"width":720,"height":11}},{"id":"67923371-68c0-4366-a6af-0e4a39a6c7f8","block_type":"box","text":"volume of loans facilitated through their marketplace and transaction fees received for matching borrowers and","page_number":23,"box":{"x":116,"y":289,"width":750,"height":12}},{"id":"78b556ea-4b83-4642-a0e7-16fa5907e3bc","block_type":"box","text":"investors through their marketplace; entering into new markets and introducing new loan products; continuing to","page_number":23,"box":{"x":116,"y":305,"width":760,"height":11}},{"id":"95eee07c-5c7a-41e3-8403-65622db83ceb","block_type":"box","text":"revise the marketplace’s proprietary credit decisions and scoring models; continuing to develop, maintain and","page_number":23,"box":{"x":116,"y":320,"width":740,"height":12}},{"id":"cf6d7c45-03d5-4e05-990c-2964a3372638","block_type":"box","text":"scale their platforms; effectively maintaining and scaling financial and risk management controls and procedures;","page_number":23,"box":{"x":117,"y":336,"width":764,"height":11}},{"id":"8ff313c6-079c-45c0-97a4-5328e9090a8e","block_type":"box","text":"maintaining the security of the platform and the confidentiality of the information provided and utilized across","page_number":23,"box":{"x":116,"y":351,"width":744,"height":12}},{"id":"5f5a5190-24c1-4746-848d-f4d11f161490","block_type":"box","text":"the platform; and attracting, integrating and retaining an appropriate number of qualified employees. If platforms","page_number":23,"box":{"x":116,"y":367,"width":762,"height":11}},{"id":"1c19df9a-8131-401c-a06e-309e1ec22cdb","block_type":"box","text":"are not successful in addressing these issues, the platforms’ businesses and their results of operations may be","page_number":23,"box":{"x":116,"y":382,"width":734,"height":12}},{"id":"cbdac2ef-978d-4850-b674-d37efadaa220","block_type":"box","text":"harmed, which may reduce the possible available investments for the Fund or negatively impact the value of the","page_number":23,"box":{"x":116,"y":398,"width":755,"height":11}},{"id":"5b1711aa-8bff-4403-b843-90cc8f1757d5","block_type":"box","text":"Fund’s investments in platforms or in alternative lending-related securities more generally.","page_number":23,"box":{"x":116,"y":413,"width":612,"height":12}},{"id":"7a47afbb-f7ef-46b5-b94c-3425e9901737","block_type":"box","text":"Platforms may rely on debt facilities and other forms of borrowing in order to finance many of the borrower loans","page_number":23,"box":{"x":150,"y":444,"width":730,"height":12}},{"id":"016104b2-ad70-438e-b139-c8cd5a8093c1","block_type":"box","text":"they facilitate. However, these financing sources may become unavailable after their current maturity dates or the","page_number":23,"box":{"x":116,"y":460,"width":727,"height":11}},{"id":"51e20a85-3f4b-4c69-8ccb-1c3a53583892","block_type":"box","text":"terms may become less favorable to the borrowing platforms. As the volume of loans that a platform facilitates","page_number":23,"box":{"x":116,"y":475,"width":711,"height":12}},{"id":"1e12fddc-45cb-45bd-887f-a4e7f65cba7e","block_type":"box","text":"increases, the platform may need to expand its borrowing capacity on its existing debt arrangements or may need to","page_number":23,"box":{"x":116,"y":491,"width":741,"height":11}},{"id":"17bf40ea-5523-4323-bba0-0f537b8a70ba","block_type":"box","text":"seek new sources of capital. Platforms may also default on or breach their existing debt agreements, which could","page_number":23,"box":{"x":117,"y":506,"width":722,"height":12}},{"id":"98e448c8-2842-4f22-91b1-894de25ff8a4","block_type":"box","text":"diminish or eliminate their access to funding at all or on terms acceptable to the platforms. Such events could cause the","page_number":23,"box":{"x":116,"y":522,"width":763,"height":11}},{"id":"a08780c3-11bc-4e4b-a9ed-745075c6136c","block_type":"box","text":"Fund to incur losses on its investments that are dependent upon the performance of the platforms.","page_number":23,"box":{"x":116,"y":537,"width":624,"height":12}},{"id":"9fd7d3ac-c308-41be-877a-3ae8f143307b","block_type":"box","text":"The Fund’s investments in the equity securities of platforms, including common stock, preferred stock,","page_number":23,"box":{"x":150,"y":568,"width":694,"height":12}},{"id":"8323d19b-e234-41ce-9fc0-f17b79747336","block_type":"box","text":"warrants or convertible stock, are subject to equity securities risk. Equity securities risk is the risk that the value","page_number":23,"box":{"x":116,"y":584,"width":754,"height":11}},{"id":"8394c56a-6b56-46e4-995d-0f7f87e02948","block_type":"box","text":"of equity securities to which the Fund is exposed will fall due to general market or economic conditions; overall","page_number":23,"box":{"x":116,"y":599,"width":755,"height":12}},{"id":"ca9a1468-1a12-4780-b55f-23c28122e4f5","block_type":"box","text":"market changes; local, regional or global political, social or economic instability; currency, interest rate and","page_number":23,"box":{"x":116,"y":615,"width":726,"height":11}},{"id":"24bc7648-6913-41b0-be19-25689224ac85","block_type":"box","text":"commodity price fluctuations; perceptions regarding the industries in which the issuers participate and the","page_number":23,"box":{"x":116,"y":630,"width":715,"height":12}},{"id":"45b22fbc-881b-4a6d-a5eb-3dfe12ec6e06","block_type":"box","text":"particular circumstances and performance of the issuers. The prices of equities are also sensitive to rising interest","page_number":23,"box":{"x":116,"y":646,"width":763,"height":11}},{"id":"8b25107a-cfa3-48f2-89e9-ae09d24f817a","block_type":"box","text":"rates, as the costs of capital rise and borrowing costs increase. The equity securities of smaller, less seasoned","page_number":23,"box":{"x":116,"y":661,"width":733,"height":12}},{"id":"146c2578-8f1c-477a-9271-b8c4bd8cc1b7","block_type":"box","text":"companies, such as platforms or their affiliates, are generally subject to greater price fluctuations, limited","page_number":23,"box":{"x":116,"y":677,"width":710,"height":11}},{"id":"babc8578-875f-41c0-8085-b27f1b64f3d5","block_type":"box","text":"liquidity, higher transaction costs and higher investment risk. The Fund invests in unlisted equity securities,","page_number":23,"box":{"x":116,"y":692,"width":725,"height":12}},{"id":"de598a5b-b5e3-4401-9f27-e0dc55720975","block_type":"box","text":"which generally involve a higher degree of valuation and performance uncertainty and greater liquidity risk than","page_number":23,"box":{"x":116,"y":708,"width":758,"height":11}},{"id":"0a9609c4-28c7-4493-a818-f9abb84df86b","block_type":"box","text":"investments in listed securities. Preferred securities are subject to issuer-specific and market risks applicable","page_number":23,"box":{"x":116,"y":723,"width":730,"height":12}},{"id":"c17cb5e4-4df3-4d59-9f2d-3ed41ec0437b","block_type":"box","text":"generally to equity securities. In addition, preferred securities generally pay a dividend and rank ahead of","page_number":23,"box":{"x":116,"y":739,"width":710,"height":11}},{"id":"19792d2d-7337-4d25-8b3f-94a63862c19f","block_type":"box","text":"common stocks and behind debt securities in claims for dividends and for assets of the issuer in a liquidation or","page_number":23,"box":{"x":116,"y":754,"width":752,"height":12}},{"id":"30d9d285-591f-49f9-ae10-3e574a83e811","block_type":"box","text":"bankruptcy. For this reason, the value of preferred securities will usually react more strongly than bonds and","page_number":23,"box":{"x":116,"y":770,"width":731,"height":11}},{"id":"53ebaea8-dbb5-4de5-8b02-81bc1c32d6dc","block_type":"box","text":"other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred securities","page_number":23,"box":{"x":116,"y":785,"width":752,"height":12}},{"id":"611db15c-2c14-40d0-9871-18432f545de0","block_type":"box","text":"may also be sensitive to changes in interest rates. When interest rates rise, the fixed dividend on preferred","page_number":23,"box":{"x":116,"y":801,"width":712,"height":11}},{"id":"35d90719-859a-4cec-b598-212a0d5f2918","block_type":"box","text":"securities may be less attractive, causing the price of preferred stocks to decline. Convertible securities are","page_number":23,"box":{"x":117,"y":816,"width":717,"height":12}},{"id":"4d489bc9-e11e-4f2e-af00-f77994b00f79","block_type":"box","text":"subject to the risks applicable generally to debt securities, including credit risk. Convertible securities also react","page_number":23,"box":{"x":117,"y":832,"width":753,"height":11}},{"id":"05e8052f-d04b-4262-a755-9aa39127a88e","block_type":"box","text":"to changes in the value of the common stock into which they convert, and are thus subject to market risk. In the","page_number":23,"box":{"x":116,"y":847,"width":751,"height":12}},{"id":"09ecdfc7-2e82-4379-97fe-51bd3170666e","block_type":"box","text":"event of a liquidation of the issuing company, holders of convertible securities typically would be paid before the","page_number":23,"box":{"x":116,"y":863,"width":764,"height":11}},{"id":"2ff08507-e20a-4ed0-9a48-744f90efa6f1","block_type":"box","text":"company’s common stockholders but after holders of any senior debt obligations of the company.","page_number":23,"box":{"x":116,"y":878,"width":658,"height":12}},{"id":"4ab799cf-45cc-40f4-88b3-7ecdf54c0ee0","block_type":"box","text":"S-20","page_number":23,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"9d47f2ec-e8d9-4948-b886-f91d6802821f","block_type":"box","text":"NM1026U-5982768-23/119","page_number":23,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"a586fc4b-8fa1-4ce1-80cf-80f5fbb00112","block_type":"box","text":"The Fund’s investments in shares, certificates, notes or other securities issued by a platform, its affiliates or","page_number":24,"box":{"x":150,"y":88,"width":724,"height":11}},{"id":"1f1fb11c-be68-48ca-afbf-a1afcd70cd40","block_type":"box","text":"a special purpose entity sponsored by a platform or its affiliates that represent the right to receive principal and","page_number":24,"box":{"x":116,"y":103,"width":747,"height":12}},{"id":"3f91e996-501f-4b84-b167-775857bd56d3","block_type":"box","text":"interest payments due on fractions of whole loans or pools of whole loans may expose the Fund to the credit risk","page_number":24,"box":{"x":116,"y":119,"width":759,"height":11}},{"id":"1564265a-34ca-4663-9b9e-066b723d28a3","block_type":"box","text":"of the issuer. Generally, such securities are unsecured obligations of the issuer; an issuer that becomes subject to","page_number":24,"box":{"x":116,"y":134,"width":758,"height":12}},{"id":"e375a451-9258-4817-9149-bd504c88243c","block_type":"box","text":"bankruptcy proceedings may be unable to make full and timely payments on its obligations to the Fund, even if","page_number":24,"box":{"x":116,"y":150,"width":751,"height":11}},{"id":"6dc1bd0e-cb44-43c5-87d8-62d6ebd0f7f7","block_type":"box","text":"the payments on the underlying loan or loans continue to be made timely and in full. In addition, when the Fund","page_number":24,"box":{"x":116,"y":165,"width":755,"height":12}},{"id":"a3d3c565-9dfd-4344-9b1a-1387885c5f1f","block_type":"box","text":"owns such fractional loans or other securities, the Fund and its custodian generally does not have a contractual","page_number":24,"box":{"x":116,"y":181,"width":744,"height":11}},{"id":"356ddaa6-4096-4789-aac5-02541bbbb22c","block_type":"box","text":"relationship with, or personally identifiable information regarding, individual borrowers, so the Fund will not be","page_number":24,"box":{"x":116,"y":196,"width":757,"height":12}},{"id":"177b8c83-fabe-497d-b2e7-c3c108b3c168","block_type":"box","text":"able to enforce underlying loans directly against borrowers and may not be able to appoint an alternative","page_number":24,"box":{"x":116,"y":212,"width":705,"height":11}},{"id":"f5cce75c-e323-4f24-9d21-e3d8995a3ec8","block_type":"box","text":"servicing agent in the event that a platform or third-party servicer, as applicable, ceases to service the underlying","page_number":24,"box":{"x":117,"y":227,"width":759,"height":12}},{"id":"8df866b7-eeda-48c6-8330-8c7f8496160f","block_type":"box","text":"loans. Therefore, the Fund is more dependent on the platform for servicing than in the case in which the Fund","page_number":24,"box":{"x":116,"y":243,"width":739,"height":11}},{"id":"e90645cb-0488-43fa-9ec4-a788c6677f90","block_type":"box","text":"owns whole loans. Where such interests are secured, the Fund relies on the platform to perfect the Fund’s","page_number":24,"box":{"x":116,"y":258,"width":710,"height":12}},{"id":"44bd3ea1-ccea-40bd-92e6-e8cce1bcdcab","block_type":"box","text":"security interest. In addition, there may be a delay between the time the Fund commits to purchase a security","page_number":24,"box":{"x":117,"y":274,"width":732,"height":11}},{"id":"948cbcba-32f4-4f96-951f-4be3584f50b5","block_type":"box","text":"issued by a platform, its affiliate or a special purpose entity sponsored by the platform or its affiliate and the","page_number":24,"box":{"x":116,"y":289,"width":729,"height":12}},{"id":"bb256214-cd96-4742-bf16-ac16223061a9","block_type":"box","text":"issuance of such security and, during such delay, the funds committed to such an investment will not earn interest","page_number":24,"box":{"x":116,"y":305,"width":766,"height":11}},{"id":"06ae6c69-ef32-40df-ada3-33e40a48681f","block_type":"box","text":"on the investment nor will they be available for investment in other alternative lending-related securities, which","page_number":24,"box":{"x":116,"y":320,"width":753,"height":12}},{"id":"d53c924f-0557-4aa7-a2f2-7091c1e7decf","block_type":"box","text":"will reduce the effective rate of return on the investment. The Fund invests primarily in whole loans, and does","page_number":24,"box":{"x":116,"y":336,"width":741,"height":11}},{"id":"43a66b4d-f661-4092-9209-67d0303f5352","block_type":"box","text":"not expect to invest a material portion of its portfolio in such fractional loans or other securities.","page_number":24,"box":{"x":116,"y":351,"width":647,"height":12}},{"id":"c75f022c-3267-4910-bb67-71ca48afd856","block_type":"box","text":"Servicer Risk","page_number":24,"box":{"x":116,"y":386,"width":96,"height":10}},{"id":"2cdc3b4c-b0e6-43cf-a30b-a4677b470a4d","block_type":"box","text":"The Fund’s direct and indirect investments in loans originated by alternative lending platforms are typically","page_number":24,"box":{"x":150,"y":409,"width":726,"height":11}},{"id":"c958a48b-80a6-4e59-b59f-85fa684cafac","block_type":"box","text":"serviced by that platform or a third-party servicer. In the event that the servicer is unable to service the loan, there","page_number":24,"box":{"x":117,"y":424,"width":766,"height":12}},{"id":"69fe1c38-9c53-4ab0-8263-cf1464ca8c73","block_type":"box","text":"can be no guarantee that a backup servicer will be able to assume responsibility for servicing the loans in a timely","page_number":24,"box":{"x":116,"y":440,"width":767,"height":11}},{"id":"4d521ba6-0885-432a-a471-371c0483ba32","block_type":"box","text":"or cost-effective manner; any resulting disruption or delay could jeopardize payments due to the Fund in respect","page_number":24,"box":{"x":116,"y":455,"width":757,"height":12}},{"id":"fe9d2989-6676-4348-9a75-d4c133728183","block_type":"box","text":"of its investments or increase the costs associated with the Fund’s investments. If the servicer becomes subject to","page_number":24,"box":{"x":116,"y":471,"width":762,"height":11}},{"id":"f3298911-1d65-409c-b7e3-3fb8d0dc2a6e","block_type":"box","text":"a bankruptcy or similar proceeding, there is some risk that the Fund’s investments could be recharacterized as a","page_number":24,"box":{"x":116,"y":486,"width":752,"height":12}},{"id":"8b17e800-db6d-42d1-b571-32eb059553a6","block_type":"box","text":"secured loan from the Fund to the platform, which could result in uncertainty, costs and delays from having the","page_number":24,"box":{"x":117,"y":502,"width":749,"height":11}},{"id":"6293cf50-86f9-4e70-8953-75a52c5d5977","block_type":"box","text":"Fund’s investment deemed part of the bankruptcy estate of the platform, rather than an asset owned outright by","page_number":24,"box":{"x":116,"y":517,"width":749,"height":12}},{"id":"f57b12ba-f5e8-453c-9c47-4ccb19a1c717","block_type":"box","text":"the Fund.","page_number":24,"box":{"x":116,"y":533,"width":62,"height":9}},{"id":"6d8cdeb2-331f-4b53-bc02-dcce43c12adf","block_type":"box","text":"Lender Liability","page_number":24,"box":{"x":116,"y":568,"width":118,"height":12}},{"id":"393581fe-44f2-42a4-be06-b8c7ca230ead","block_type":"box","text":"A number of judicial decisions have upheld judgments of borrowers against lending institutions on the basis","page_number":24,"box":{"x":150,"y":590,"width":728,"height":12}},{"id":"382b34f4-4b71-446b-a7de-af877ba47ec4","block_type":"box","text":"of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on","page_number":24,"box":{"x":116,"y":606,"width":760,"height":11}},{"id":"7f8344b5-3cd5-43ab-8f03-7174b2cf9164","block_type":"box","text":"the premise that a lender has violated a duty (whether implied or contractual) of good faith, commercial","page_number":24,"box":{"x":116,"y":621,"width":699,"height":12}},{"id":"2f76d33a-036c-459f-aa38-15bbb9dc3de4","block_type":"box","text":"reasonableness and fair dealing, or a similar duty owed to the borrower or has assumed an excessive degree of","page_number":24,"box":{"x":116,"y":637,"width":744,"height":11}},{"id":"8b117a13-e166-4ecc-ace2-ccfd4dba90ec","block_type":"box","text":"control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors","page_number":24,"box":{"x":116,"y":652,"width":754,"height":12}},{"id":"10bf3901-708e-4536-94a6-7c76a4abea1c","block_type":"box","text":"or shareholders. If a loan held directly or indirectly by the Fund were found to have been made or serviced under","page_number":24,"box":{"x":116,"y":668,"width":761,"height":11}},{"id":"c9a9be08-112b-4de0-ac4e-93cc89b8755c","block_type":"box","text":"circumstances that give rise to lender liability, the borrower’s obligation to repay that loan could be reduced or","page_number":24,"box":{"x":116,"y":683,"width":747,"height":12}},{"id":"b6e8d7fb-f947-45a5-8274-935c10d721af","block_type":"box","text":"eliminated or the Fund’s recovery on that loan could be otherwise impaired, which would adversely impact the","page_number":24,"box":{"x":116,"y":699,"width":747,"height":11}},{"id":"953f2656-5dc4-4e87-a7ae-d8e9ce291fc1","block_type":"box","text":"value of that loan.","page_number":24,"box":{"x":116,"y":714,"width":120,"height":9}},{"id":"57c7f75c-915b-4248-bc4d-57f914883c24","block_type":"box","text":"In limited cases, courts have subordinated the loans of a senior lender to a borrower to claims of other","page_number":24,"box":{"x":150,"y":743,"width":687,"height":11}},{"id":"b3c2f2cd-b432-48b8-b9c0-851723bb7dcc","block_type":"box","text":"creditors of the borrower when the senior lender or its agents, such as a loan servicer, is found to have engaged in","page_number":24,"box":{"x":116,"y":758,"width":765,"height":12}},{"id":"37bcd68a-777a-474a-96e5-527c57f5203f","block_type":"box","text":"unfair, inequitable or fraudulent conduct with respect to the other creditors. If a loan held directly or indirectly by","page_number":24,"box":{"x":116,"y":774,"width":765,"height":12}},{"id":"48f1d0f1-c1da-4e1f-b4b8-cdac374c1157","block_type":"box","text":"the Fund were subject to such subordination, it would be junior in right of payment to other indebtedness of the","page_number":24,"box":{"x":116,"y":789,"width":751,"height":12}},{"id":"d1380a88-d203-4dc4-a592-3b737b91bf4a","block_type":"box","text":"borrower, which could adversely impact the value of that loan.","page_number":24,"box":{"x":116,"y":805,"width":421,"height":12}},{"id":"53adcd9a-99ce-4c38-bbdc-12163a7d9ad1","block_type":"box","text":"MLPs Risk","page_number":24,"box":{"x":116,"y":840,"width":80,"height":9}},{"id":"b709bcab-65a5-4a63-87f0-9e5ebb3dabdd","block_type":"box","text":"Investments in publicly traded MLPs, which are limited partnerships or limited liability companies taxable","page_number":24,"box":{"x":150,"y":862,"width":719,"height":12}},{"id":"717f31a7-c69f-45b4-b719-55385d839620","block_type":"box","text":"as partnerships, involve some risks that differ from an investment in the common stock of a corporation. MLPs","page_number":24,"box":{"x":116,"y":878,"width":748,"height":12}},{"id":"a8a1787e-cc9b-4619-9a5f-4e9591714bfd","block_type":"box","text":"S-21","page_number":24,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"8ceb476c-3c76-4bad-b040-3fe618a7943e","block_type":"box","text":"NM1026U-5982768-24/119","page_number":24,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"8e8abebc-ca24-4ee1-8054-09931b537368","block_type":"box","text":"may derive income and gains from the exploration, development, mining or production, processing, refining,","page_number":25,"box":{"x":116,"y":88,"width":733,"height":11}},{"id":"1a7c37db-5517-4393-8142-bc4f2248259c","block_type":"box","text":"transportation (including pipelines transporting gas, oil, or products thereof), or the marketing of any mineral or","page_number":25,"box":{"x":116,"y":103,"width":754,"height":12}},{"id":"0db4a5b3-c915-4092-99df-c5ab507ff6c5","block_type":"box","text":"natural resources. MLPs generally have two classes of owners, the general partner and limited partners. When","page_number":25,"box":{"x":116,"y":119,"width":741,"height":11}},{"id":"3e18c4ea-ed05-46fd-a1cf-f04c4167151b","block_type":"box","text":"investing in an MLP, the Fund generally purchases publicly traded common units issued to limited partners of the","page_number":25,"box":{"x":116,"y":134,"width":767,"height":12}},{"id":"1e8a707d-ac8b-41f8-9b15-f2d2665d6ccc","block_type":"box","text":"MLP. The general partner is typically owned by a major energy company, an investment fund, the direct","page_number":25,"box":{"x":116,"y":150,"width":704,"height":11}},{"id":"d6f5108c-b8e4-42ab-a77a-82407c55bab8","block_type":"box","text":"management of the MLP or is an entity owned by one or more of such parties. The general partner may be","page_number":25,"box":{"x":116,"y":165,"width":716,"height":12}},{"id":"9f88c4ad-02b9-4e09-aa2e-8a77f3792477","block_type":"box","text":"structured as a private or publicly traded corporation or other entity. The general partner typically controls the","page_number":25,"box":{"x":117,"y":181,"width":740,"height":11}},{"id":"30b4747b-b252-403c-9597-fa4e15ad24ee","block_type":"box","text":"operations and management of the MLP through an up to 2% equity interest in the MLP plus, in many cases,","page_number":25,"box":{"x":116,"y":196,"width":732,"height":12}},{"id":"3a2b7a11-7fd4-42cd-9808-3b8228824235","block_type":"box","text":"ownership of common units and subordinated units. Limited partners own the remainder of the partnership,","page_number":25,"box":{"x":116,"y":212,"width":723,"height":11}},{"id":"e913d493-955d-42d8-b4e9-e51e0d0d325e","block_type":"box","text":"through ownership of common units, and have a limited role in the partnership’s operations and management. As","page_number":25,"box":{"x":116,"y":227,"width":762,"height":12}},{"id":"665d56fb-b922-47c8-a24b-e1adc47874ba","block_type":"box","text":"compared to common stockholders of a corporation, holders of MLP common units have more limited control","page_number":25,"box":{"x":116,"y":243,"width":742,"height":11}},{"id":"0d691265-0af9-4ffb-8a3e-bda80db68c3b","block_type":"box","text":"and limited rights to vote on matters affecting the partnership.","page_number":25,"box":{"x":116,"y":258,"width":416,"height":12}},{"id":"9131d3c4-f786-4bc4-9246-b5b85d4867fe","block_type":"box","text":"MLPs are typically structured such that common units and general partner interests have first priority to","page_number":25,"box":{"x":150,"y":286,"width":699,"height":12}},{"id":"cce05382-18fa-4caa-991a-8842a7fdc23f","block_type":"box","text":"receive quarterly cash distributions up to an established minimum amount (“minimum quarterly distributions” or","page_number":25,"box":{"x":116,"y":302,"width":761,"height":12}},{"id":"464b887e-2e44-4c29-a8f9-054c227869e9","block_type":"box","text":"“MQD”). Common and general partner interests also accrue arrearages in distributions to the extent the MQD is","page_number":25,"box":{"x":116,"y":317,"width":755,"height":12}},{"id":"d7090415-860b-4126-8b7f-32e376ae9c54","block_type":"box","text":"not paid. Once common and general partner interests have been paid, subordinated units receive distributions of","page_number":25,"box":{"x":116,"y":333,"width":755,"height":12}},{"id":"65bd7a4f-5d3c-436a-929d-ded016f4cb66","block_type":"box","text":"up to the MQD; however, subordinated units do not accrue arrearages. Distributable cash in excess of the MQD","page_number":25,"box":{"x":116,"y":348,"width":752,"height":12}},{"id":"268701ed-5349-4184-b6fc-8a9bf81b0375","block_type":"box","text":"paid to both common and subordinated units is distributed to both common and subordinated units generally on a","page_number":25,"box":{"x":116,"y":364,"width":764,"height":12}},{"id":"5612ca9f-b896-40e9-8724-6a29d6bfb25c","block_type":"box","text":"pro rata basis. The general partner is also eligible to receive incentive distributions if the general partner operates","page_number":25,"box":{"x":116,"y":380,"width":762,"height":11}},{"id":"3b9a710c-edc9-42f6-8164-45e4f9fd20dc","block_type":"box","text":"the business in a manner which results in distributions paid per common unit surpassing specified target levels.","page_number":25,"box":{"x":116,"y":395,"width":748,"height":12}},{"id":"9de95f48-1f7d-4275-b12a-203a9eb56fc0","block_type":"box","text":"As the general partner increases cash distributions to the limited partners, the general partner receives an","page_number":25,"box":{"x":116,"y":411,"width":705,"height":11}},{"id":"b89b40d2-73bd-4d96-bac0-89839ef32a34","block_type":"box","text":"increasingly higher percentage of the incremental cash distributions. A common arrangement provides that the","page_number":25,"box":{"x":116,"y":426,"width":745,"height":12}},{"id":"7be22466-4add-4aeb-a735-d4bb0b8caf76","block_type":"box","text":"general partner can reach a tier where it receives 50% of every incremental dollar paid to common and","page_number":25,"box":{"x":116,"y":441,"width":691,"height":12}},{"id":"f6496533-fece-4697-9d38-920754cd1779","block_type":"box","text":"subordinated unit holders. These incentive distributions encourage the general partner to streamline costs,","page_number":25,"box":{"x":117,"y":457,"width":711,"height":12}},{"id":"29d84101-a866-49c6-ad4b-dc986702338e","block_type":"box","text":"increase capital expenditures and acquire assets in order to increase the partnership’s cash flow and raise the","page_number":25,"box":{"x":116,"y":473,"width":730,"height":11}},{"id":"371ff512-3d2c-4af0-bbc0-18607659c69f","block_type":"box","text":"quarterly cash distribution in order to reach higher tiers. Such results benefit all security holders of the MLP.","page_number":25,"box":{"x":116,"y":488,"width":732,"height":12}},{"id":"08c29a1a-6b17-43a3-b9e8-d8611eccfde8","block_type":"box","text":"MLP common units represent a limited partnership interest in the MLP. Common units are listed and traded","page_number":25,"box":{"x":150,"y":516,"width":728,"height":12}},{"id":"e14d42ae-ca2c-4aa6-bf21-37131af78fe3","block_type":"box","text":"on U.S. securities exchanges, with their value fluctuating predominantly based on prevailing market conditions","page_number":25,"box":{"x":116,"y":532,"width":748,"height":12}},{"id":"019450d4-8f69-48f3-bc02-e36e6007601e","block_type":"box","text":"and the success of the MLP. The Fund will generally purchase common units in market transactions. Unlike","page_number":25,"box":{"x":116,"y":547,"width":728,"height":12}},{"id":"1197e117-ab49-482b-baa6-9e3ded188c53","block_type":"box","text":"owners of common stock of a corporation, owners of common units have limited voting rights and have no","page_number":25,"box":{"x":116,"y":563,"width":720,"height":12}},{"id":"920a4759-247c-44c1-a676-6b7b67cff1e7","block_type":"box","text":"ability to elect directors. In the event of liquidation, common units have preference over subordinated units, but","page_number":25,"box":{"x":116,"y":578,"width":752,"height":12}},{"id":"0fc3b609-4053-4e51-9f4b-1f3189fea954","block_type":"box","text":"not over debt or preferred units, to the remaining assets of the MLP.","page_number":25,"box":{"x":116,"y":594,"width":458,"height":12}},{"id":"a3e31b40-4907-4b8e-8ee0-ad036f2ca5b7","block_type":"box","text":"Mid- and Small-Capitalization Company Risk","page_number":25,"box":{"x":116,"y":629,"width":331,"height":11}},{"id":"0a05405e-3b09-4920-a204-5c0ffeb39104","block_type":"box","text":"The Fund may invest in companies with middle and small capitalizations. Middle and small capitalization","page_number":25,"box":{"x":150,"y":651,"width":713,"height":11}},{"id":"9ef5a2d6-668b-495d-8972-9824a50104e8","block_type":"box","text":"companies may be less financially secure than larger, more established companies and depend on a small number","page_number":25,"box":{"x":116,"y":666,"width":765,"height":12}},{"id":"68f3ee3a-b0bc-4cb2-bf38-66816cb415bc","block_type":"box","text":"of key personnel.","page_number":25,"box":{"x":116,"y":682,"width":115,"height":11}},{"id":"2cdfc99c-c1b7-4be8-ae57-a90ca9f06497","block_type":"box","text":"In addition, it is more difficult to get information on middle and small capitalization companies, which tend","page_number":25,"box":{"x":150,"y":710,"width":726,"height":12}},{"id":"d879db58-7d0a-4cf5-addb-f7d5dcdbca5f","block_type":"box","text":"to be less well known, have shorter operating histories, do not have significant ownership by large investors and","page_number":25,"box":{"x":116,"y":725,"width":756,"height":12}},{"id":"11960a58-e954-445d-bbde-2b1a8bed5412","block_type":"box","text":"are followed by relatively few securities analysts. As a result, the securities of middle and small capitalization","page_number":25,"box":{"x":116,"y":741,"width":741,"height":12}},{"id":"5caed35d-fe49-4909-8cb0-fe3c17b233cc","block_type":"box","text":"companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than","page_number":25,"box":{"x":116,"y":757,"width":765,"height":11}},{"id":"06b95825-9988-47f9-8ed3-b7dd057a6f41","block_type":"box","text":"larger capitalization securities or the market as a whole. The purchase or sale of more than a limited number of","page_number":25,"box":{"x":116,"y":772,"width":748,"height":12}},{"id":"1b84a6e9-11b8-4026-ae08-6e523eb09028","block_type":"box","text":"shares of a middle and small company may affect its market price. The Fund may need a considerable amount of","page_number":25,"box":{"x":117,"y":788,"width":760,"height":11}},{"id":"366598a5-08ac-4642-ade7-41591e676dc6","block_type":"box","text":"time to purchase or sell its positions in these securities. In addition, middle or small company stocks may not be","page_number":25,"box":{"x":116,"y":803,"width":754,"height":12}},{"id":"4e77dae5-4a90-46db-a4ee-bdd2ee260ce1","block_type":"box","text":"well known to the investing public. Investing in middle and small capitalization securities requires a longer term","page_number":25,"box":{"x":116,"y":819,"width":758,"height":11}},{"id":"91569b87-c69b-4428-90da-373b05fd59ef","block_type":"box","text":"view.","page_number":25,"box":{"x":116,"y":834,"width":35,"height":9}},{"id":"f833288d-9a37-4000-9421-d74e428bea14","block_type":"box","text":"Middle and small capitalization stocks can be more volatile than, and perform differently from, larger","page_number":25,"box":{"x":150,"y":862,"width":685,"height":12}},{"id":"8221195e-cc30-43bf-81b1-d0112d961ee6","block_type":"box","text":"capitalization stocks. Middle and small company stocks may be particularly sensitive to changes in interest rates,","page_number":25,"box":{"x":116,"y":878,"width":761,"height":12}},{"id":"1a59ad01-2820-43fc-ada9-544c2943b663","block_type":"box","text":"S-22","page_number":25,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"93e1be51-9a2e-4573-871a-bb6c58216757","block_type":"box","text":"NM1026U-5982768-25/119","page_number":25,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"b8ddef3b-7ee3-47f3-8867-d28f3bd7089a","block_type":"box","text":"borrowing costs and earnings. Middle and small companies may have fewer business lines; changes in any one","page_number":26,"box":{"x":116,"y":88,"width":747,"height":11}},{"id":"2b3019da-238d-4edf-ba1d-99c87eca3448","block_type":"box","text":"line of business, therefore, may have a greater impact on a middle and small company’s stock price than is the","page_number":26,"box":{"x":116,"y":103,"width":743,"height":12}},{"id":"6c3616e3-b38f-42b2-a613-95de5e42bbdf","block_type":"box","text":"case for a larger company. If a product fails or there are other adverse developments, or if management changes,","page_number":26,"box":{"x":116,"y":119,"width":757,"height":11}},{"id":"6c81880f-bb3a-4b54-bbf0-3f1c82b4e371","block_type":"box","text":"the Fund’s investment in a middle or small capitalization company may lose substantial value.","page_number":26,"box":{"x":116,"y":134,"width":635,"height":12}},{"id":"dfcc78ff-f8f5-4fdd-9ace-da37619a19a4","block_type":"box","text":"Investments in Unseasoned Companies Risk","page_number":26,"box":{"x":149,"y":169,"width":297,"height":11}},{"id":"cc3085a4-ce07-4dc2-8d40-ed25e14ef0c8","block_type":"box","text":". The Fund may invest in the securities of smaller, less seasoned","page_number":26,"box":{"x":447,"y":169,"width":431,"height":12}},{"id":"e51a6d5b-bce4-4837-a23f-23fa796c8137","block_type":"box","text":"companies. These investments may present greater opportunities for growth but also involve greater risks than","page_number":26,"box":{"x":116,"y":184,"width":744,"height":12}},{"id":"f636699b-93df-4419-9e43-d6ac947d9373","block_type":"box","text":"customarily are associated with investments in securities of more established companies. Some of the companies","page_number":26,"box":{"x":116,"y":200,"width":760,"height":12}},{"id":"dc191dd6-d16e-49fc-891a-652314ae514c","block_type":"box","text":"in which the Fund may invest will be start-up companies which may have insubstantial operational or earnings","page_number":26,"box":{"x":116,"y":215,"width":745,"height":12}},{"id":"50053d88-b2e7-4338-b28b-6887cb858c48","block_type":"box","text":"history or may have limited products, markets, financial resources or management depth.","page_number":26,"box":{"x":116,"y":231,"width":599,"height":12}},{"id":"5eeff28f-e27b-4c3d-875b-9e78fa0b5508","block_type":"box","text":"Some may also be emerging companies at the research and development stage with no products or","page_number":26,"box":{"x":150,"y":266,"width":663,"height":11}},{"id":"6e7f4446-4844-4df7-bd7b-235efef7f2eb","block_type":"box","text":"technologies to market or approved for marketing. In addition, it is more difficult to get information on smaller","page_number":26,"box":{"x":116,"y":281,"width":749,"height":12}},{"id":"cb01dfcf-3743-427e-8028-25c12f341f72","block_type":"box","text":"companies, which tend to be less well known, have shorter operating histories, do not have significant ownership","page_number":26,"box":{"x":116,"y":297,"width":762,"height":12}},{"id":"549faddb-9f98-44ee-b4f6-2ba5f6ce1b1e","block_type":"box","text":"by large investors and are followed by relatively few securities analysts. Securities of emerging companies may","page_number":26,"box":{"x":116,"y":312,"width":753,"height":12}},{"id":"c1173df2-f0e1-4747-aef8-6967095403f3","block_type":"box","text":"lack an active secondary market and may be subject to more abrupt or erratic price movements than securities of","page_number":26,"box":{"x":116,"y":328,"width":759,"height":12}},{"id":"5a843d92-8d6a-41a9-857a-c3d61e3bddb3","block_type":"box","text":"larger, more established companies or stock market averages in general. Competitors of certain companies,","page_number":26,"box":{"x":116,"y":343,"width":721,"height":12}},{"id":"eaa5ffa8-18cc-42ab-a56a-b1402a43c1df","block_type":"box","text":"which may or may not be in the same industry, may have substantially greater financial resources than many of","page_number":26,"box":{"x":116,"y":359,"width":751,"height":12}},{"id":"130dea37-16b9-40ed-a1d7-8444518cfadc","block_type":"box","text":"the companies in which the Fund may invest.","page_number":26,"box":{"x":116,"y":374,"width":304,"height":12}},{"id":"fee8209f-c6e2-4be2-bad0-70e678469058","block_type":"box","text":"Securities of Smaller and Emerging Growth Companies","page_number":26,"box":{"x":150,"y":409,"width":375,"height":12}},{"id":"1dfd267c-a7e7-4cb2-b61c-1f7012a79da1","block_type":"box","text":". Investment in smaller or emerging growth","page_number":26,"box":{"x":527,"y":409,"width":291,"height":12}},{"id":"f3c77f12-5257-4353-8a47-25754868d103","block_type":"box","text":"companies involves greater risk than is customarily associated with investments in more established companies.","page_number":26,"box":{"x":116,"y":425,"width":754,"height":11}},{"id":"3ff86033-9ef3-463c-9006-427c3ef52d44","block_type":"box","text":"The securities of smaller or emerging growth companies may be subject to more abrupt or erratic market","page_number":26,"box":{"x":116,"y":440,"width":706,"height":12}},{"id":"381aabab-ed07-4f9a-804c-f8a3c520345f","block_type":"box","text":"movements than larger, more established companies or the market average in general. These companies may","page_number":26,"box":{"x":116,"y":456,"width":733,"height":11}},{"id":"0d8dca91-96b5-4abf-8d38-a2d7ba4a0f89","block_type":"box","text":"have limited product lines, markets or financial resources, or they may be dependent on a limited management","page_number":26,"box":{"x":116,"y":471,"width":744,"height":12}},{"id":"106010c9-780c-45ae-ab1c-5eab981235f0","block_type":"box","text":"group.","page_number":26,"box":{"x":116,"y":490,"width":42,"height":8}},{"id":"2fddff65-04a8-4387-a8fe-9c7091817650","block_type":"box","text":"Investments in smaller or emerging growth companies may involve greater risks and thus may be","page_number":26,"box":{"x":150,"y":522,"width":656,"height":11}},{"id":"c751ce5f-4394-4598-bea2-6c0f345051c6","block_type":"box","text":"considered speculative. Full development of these companies and trends frequently takes time.","page_number":26,"box":{"x":116,"y":537,"width":637,"height":12}},{"id":"25731814-ce59-45aa-af60-5e59a4931067","block_type":"box","text":"Small cap and emerging growth securities will often be traded only in the OTC market or on a regional","page_number":26,"box":{"x":150,"y":572,"width":694,"height":12}},{"id":"444dea49-310e-4c46-9b32-c23e93d221fa","block_type":"box","text":"securities exchange and may not be traded every day or in the volume typical of trading on a national securities","page_number":26,"box":{"x":117,"y":588,"width":749,"height":11}},{"id":"b6ba29d7-30c8-4777-b601-ad6402fcb295","block_type":"box","text":"exchange. As a result, the disposition by the Fund of portfolio securities may require the Fund to make many","page_number":26,"box":{"x":116,"y":603,"width":734,"height":12}},{"id":"688e51b7-d559-4bc9-a7a8-15c4bd17d33f","block_type":"box","text":"small sales over a lengthy period of time, or to sell these securities at a discount from market prices or during","page_number":26,"box":{"x":117,"y":619,"width":735,"height":11}},{"id":"cf1d0b01-127e-4de4-891b-4eb86ccd5a17","block_type":"box","text":"periods when, in the Advisor’s judgment, such disposition is not desirable.","page_number":26,"box":{"x":116,"y":634,"width":502,"height":12}},{"id":"21b54aa8-649b-4eb3-b83e-8cad326757bb","block_type":"box","text":"The process of selection and continuous supervision by the Advisor does not guarantee successful","page_number":26,"box":{"x":150,"y":669,"width":660,"height":12}},{"id":"061c8027-ffc8-4bf9-8146-13241e73f2e4","block_type":"box","text":"investment results. Careful initial selection is particularly important in this area as many new enterprises have","page_number":26,"box":{"x":116,"y":684,"width":740,"height":12}},{"id":"79f1245d-33fb-4db9-8317-fbc1cea133a4","block_type":"box","text":"promise but lack certain of the fundamental factors necessary to prosper. Investing in small cap and emerging","page_number":26,"box":{"x":116,"y":700,"width":739,"height":12}},{"id":"77d0ccb5-b4c3-444a-8fab-b6bcee6128aa","block_type":"box","text":"growth companies requires specialized research and analysis.","page_number":26,"box":{"x":116,"y":715,"width":412,"height":12}},{"id":"acc51106-7e8b-448a-9ddd-1cd3ba474220","block_type":"box","text":"The Advisor believes that relatively small companies may have the opportunity to develop into significant","page_number":26,"box":{"x":150,"y":750,"width":716,"height":12}},{"id":"acc65e43-80c1-4b0f-bafb-55c394e6f662","block_type":"box","text":"business enterprises. The Fund may invest in securities of small issuers in the relatively early stages of business","page_number":26,"box":{"x":116,"y":766,"width":752,"height":11}},{"id":"ae7e7c11-311b-4461-b43b-53ba09d82402","block_type":"box","text":"development that have a new technology, a unique or proprietary product or service, or a favorable market","page_number":26,"box":{"x":116,"y":781,"width":718,"height":12}},{"id":"a7e014cf-59bf-4658-90b4-d755cdb2becf","block_type":"box","text":"position.","page_number":26,"box":{"x":116,"y":797,"width":57,"height":11}},{"id":"a96748fb-7173-427b-9ac3-2f10af3f1c30","block_type":"box","text":"Equity securities of specific small cap issuers may present different opportunities for long-term capital","page_number":26,"box":{"x":150,"y":832,"width":691,"height":11}},{"id":"bf1d9f1d-2dc1-45a0-98cd-857832450371","block_type":"box","text":"appreciation during varying portions of economic or securities market cycles, as well as during varying stages of","page_number":26,"box":{"x":116,"y":847,"width":761,"height":12}},{"id":"f540f3c4-e4f2-4bdc-b5fb-8f6567df97da","block_type":"box","text":"their business development. The market valuation of small cap issuers tends to fluctuate during economic or","page_number":26,"box":{"x":116,"y":863,"width":730,"height":11}},{"id":"9158e6e3-e044-4797-ab44-4e038e055728","block_type":"box","text":"market cycles.","page_number":26,"box":{"x":116,"y":878,"width":96,"height":12}},{"id":"de24b77f-1494-4c30-abe9-e3aea56073a0","block_type":"box","text":"S-23","page_number":26,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"34e3272b-d07b-4d67-baee-cc5002ecf250","block_type":"box","text":"NM1026U-5982768-26/119","page_number":26,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"bb92372c-77a9-4954-97fe-f75bb3d57a8f","block_type":"box","text":"Inflation-Indexed Bonds","page_number":27,"box":{"x":116,"y":87,"width":175,"height":10}},{"id":"e5982c60-2aaf-4c6f-96b3-13412c5c772a","block_type":"box","text":"The Fund may invest in inflation-indexed bonds, which are fixed income securities or other instruments","page_number":27,"box":{"x":150,"y":109,"width":699,"height":12}},{"id":"750e738d-235b-4f84-bd04-f65dc9b25cd7","block_type":"box","text":"whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The","page_number":27,"box":{"x":116,"y":125,"width":762,"height":11}},{"id":"d9f23e55-6713-4bdd-8413-5d2b396dd6ed","block_type":"box","text":"U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond.","page_number":27,"box":{"x":116,"y":140,"width":743,"height":12}},{"id":"aca986b1-d681-4c6f-979f-1375e1356b89","block_type":"box","text":"Most other issuers pay out the Consumer Price Index accruals as part of a semi-annual coupon.","page_number":27,"box":{"x":116,"y":156,"width":639,"height":11}},{"id":"d3db7316-61b2-4c42-9d5f-7e5b9cf39687","block_type":"box","text":"Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it","page_number":27,"box":{"x":150,"y":184,"width":722,"height":11}},{"id":"322dfa46-99c4-49d5-9c4d-2c1e0d213ed5","block_type":"box","text":"is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest","page_number":27,"box":{"x":116,"y":199,"width":760,"height":12}},{"id":"b67bc5e1-cc98-4800-8a0d-9f336cec0882","block_type":"box","text":"on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if the","page_number":27,"box":{"x":116,"y":215,"width":746,"height":11}},{"id":"2ae4d8b6-57b8-42f4-892c-945657ff8b75","block_type":"box","text":"Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable","page_number":27,"box":{"x":116,"y":230,"width":752,"height":12}},{"id":"43558db0-cf10-4d28-a937-9aa37b77923b","block_type":"box","text":"1.5% semi-annually), and inflation over the first six months was 1%, the mid-year par value of the bond would be","page_number":27,"box":{"x":118,"y":246,"width":747,"height":11}},{"id":"3d8faa89-2896-40d6-9e98-2cbec772b671","block_type":"box","text":"$1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the","page_number":27,"box":{"x":116,"y":261,"width":728,"height":12}},{"id":"d89615f1-fa03-4bd6-9058-5d6717bc436e","block_type":"box","text":"second half of the year resulted in the whole year’s inflation equaling 3%, the end-of-year par value of the bond","page_number":27,"box":{"x":117,"y":277,"width":734,"height":11}},{"id":"c5aa3375-b00b-4f80-9264-b3c17876f941","block_type":"box","text":"would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).","page_number":27,"box":{"x":116,"y":292,"width":666,"height":12}},{"id":"d0936479-9999-4a73-82f9-10559491becb","block_type":"box","text":"If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be","page_number":27,"box":{"x":150,"y":320,"width":721,"height":12}},{"id":"c7f0a771-66c9-4e7d-90bf-cc85947edfd6","block_type":"box","text":"adjusted downward, and, consequently, the interest payable on these securities (calculated with respect to a smaller","page_number":27,"box":{"x":116,"y":336,"width":757,"height":11}},{"id":"917919ee-5900-4086-86b2-f7a85a5119c4","block_type":"box","text":"principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for","page_number":27,"box":{"x":116,"y":351,"width":705,"height":12}},{"id":"4ab811d9-7687-486a-9c70-b1ca81f951c7","block_type":"box","text":"inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation.","page_number":27,"box":{"x":116,"y":367,"width":727,"height":11}},{"id":"702a5206-cda0-4b01-a22c-4e5bdae6df6c","block_type":"box","text":"However, the current market value of the bonds is not guaranteed, and will fluctuate. The Fund may also invest in","page_number":27,"box":{"x":116,"y":382,"width":749,"height":12}},{"id":"1a088af0-4b1e-4385-b4ad-6a32e44f66d3","block_type":"box","text":"other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not","page_number":27,"box":{"x":116,"y":398,"width":740,"height":11}},{"id":"e83b863f-e78e-467b-8c88-786fdee59a82","block_type":"box","text":"provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal. In","page_number":27,"box":{"x":116,"y":413,"width":725,"height":12}},{"id":"c1b55bea-3b8a-40c8-b3e5-9582ca3b5124","block_type":"box","text":"addition, if the Fund purchases inflation-indexed bonds offered by foreign issuers, the rate of inflation measured by","page_number":27,"box":{"x":116,"y":429,"width":758,"height":11}},{"id":"1b5664ba-e3c6-4517-bb4b-e5d812c8557b","block_type":"box","text":"the foreign inflation index may not be correlated to the rate of inflation in the United States.","page_number":27,"box":{"x":116,"y":444,"width":602,"height":12}},{"id":"54751c86-22f5-4066-8841-765c62201540","block_type":"box","text":"The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real","page_number":27,"box":{"x":150,"y":472,"width":731,"height":12}},{"id":"cbdd404e-d991-4f19-aac5-0f2ee2a82c0b","block_type":"box","text":"interest rates, in turn, are tied to the relationship between nominal interest rates and the rate of inflation.","page_number":27,"box":{"x":116,"y":488,"width":699,"height":11}},{"id":"8327899a-e724-408d-8a7f-5a9838a2181b","block_type":"box","text":"Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline,","page_number":27,"box":{"x":116,"y":503,"width":735,"height":12}},{"id":"47f4768c-901d-4b6a-94f5-35c272a30d35","block_type":"box","text":"leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a","page_number":27,"box":{"x":116,"y":519,"width":732,"height":11}},{"id":"3e0caed1-324b-482c-b975-259052d3136f","block_type":"box","text":"faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.","page_number":27,"box":{"x":116,"y":534,"width":751,"height":12}},{"id":"e35f1171-a6e9-4b1b-947e-82b4ed398c31","block_type":"box","text":"There can be no assurances, however, that the value of inflation-indexed bonds will be directly correlated to","page_number":27,"box":{"x":116,"y":550,"width":728,"height":11}},{"id":"918a34ae-cae3-4ad7-98d5-707cfbf99c84","block_type":"box","text":"changes in interest rates.","page_number":27,"box":{"x":116,"y":565,"width":164,"height":12}},{"id":"30656b37-3008-49cb-98d0-b55862f54924","block_type":"box","text":"While these securities are expected to be protected from long-term inflationary trends, short-term increases","page_number":27,"box":{"x":149,"y":593,"width":722,"height":12}},{"id":"57c6bce0-1731-45cc-a297-3021510053b2","block_type":"box","text":"in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example,","page_number":27,"box":{"x":116,"y":609,"width":747,"height":11}},{"id":"f04f8e0f-a3f0-499a-b90c-4db45fd9fff6","block_type":"box","text":"due to changes in currency exchange rates), investors in these securities may not be protected to the extent that","page_number":27,"box":{"x":116,"y":624,"width":747,"height":12}},{"id":"93f8f5d2-0f1d-4ff2-aed0-ad15b998aecd","block_type":"box","text":"the increase is not reflected in the bond’s inflation measure. In general, the measure used to determine the","page_number":27,"box":{"x":116,"y":640,"width":713,"height":11}},{"id":"d1cdac45-78cb-4ec8-9d13-04001edbe272","block_type":"box","text":"periodic adjustment of U.S. inflation-indexed bonds is the Consumer Price Index for All Urban Consumers (the","page_number":27,"box":{"x":116,"y":655,"width":752,"height":12}},{"id":"4d564207-e744-43e8-8791-4ee3ba876abc","block_type":"box","text":"“CPI-U”), which is not seasonally adjusted and which is calculated monthly by the U.S. Bureau of Labor","page_number":27,"box":{"x":116,"y":671,"width":708,"height":11}},{"id":"adb5923d-c3f1-4d2e-b0c2-c36885641df3","block_type":"box","text":"Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing,","page_number":27,"box":{"x":116,"y":686,"width":761,"height":12}},{"id":"f56195f9-7e34-46cf-98d7-0da1378d12d8","block_type":"box","text":"food, transportation and energy. Inflation-indexed bonds issued by a foreign (non-U.S.) government are generally","page_number":27,"box":{"x":116,"y":702,"width":766,"height":11}},{"id":"f3c5bcc3-a2ef-4b4b-ba8b-4f198976a794","block_type":"box","text":"adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurances that","page_number":27,"box":{"x":116,"y":717,"width":753,"height":12}},{"id":"d28a33b3-dceb-4f5f-b070-eddab61e40ed","block_type":"box","text":"the CPI-U or any foreign (non-U.S.) inflation index will accurately measure the real rate of inflation in the prices","page_number":27,"box":{"x":116,"y":733,"width":762,"height":11}},{"id":"76006c7a-e3d4-43d4-9083-68276f2fa36e","block_type":"box","text":"of goods and services. Moreover, there can be no assurances that the rate of inflation in a foreign (non-U.S.)","page_number":27,"box":{"x":116,"y":748,"width":729,"height":12}},{"id":"14838e2d-061a-4c28-8ad7-f5eaf0351f15","block_type":"box","text":"country will be correlated to the rate of inflation in the United States.","page_number":27,"box":{"x":116,"y":764,"width":465,"height":11}},{"id":"16173c49-d0da-4586-8a83-5d4c86616062","block_type":"box","text":"Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary","page_number":27,"box":{"x":150,"y":791,"width":687,"height":12}},{"id":"9247fa60-a293-4cfd-a2ca-3aa0fea7de9d","block_type":"box","text":"income, even though investors do not receive their principal until maturity.","page_number":27,"box":{"x":116,"y":807,"width":504,"height":12}},{"id":"e5c2ecb1-595f-4181-9cc7-911c033ce736","block_type":"box","text":"Litigation Finance Risk","page_number":27,"box":{"x":116,"y":841,"width":169,"height":12}},{"id":"d1a6074f-868b-4bd5-be77-98e64fb1e43e","block_type":"box","text":"The Fund may enter into arrangement with a plaintiff or law firm in order to provide capital to fund","page_number":27,"box":{"x":150,"y":863,"width":671,"height":11}},{"id":"a45bbc15-f431-41af-8a1e-20bda3c57351","block_type":"box","text":"litigation in exchange for a portion of the award or settlement. Generally, the recipient of such financing is not","page_number":27,"box":{"x":116,"y":878,"width":745,"height":12}},{"id":"113c77b2-717c-4762-98da-fba0eb5bf623","block_type":"box","text":"S-24","page_number":27,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"fd8304b2-0f5b-46b4-af79-84aaf369bdc6","block_type":"box","text":"NM1026U-5982768-27/119","page_number":27,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"7f425b7d-c25b-43ca-90e6-eefe50d8bb2f","block_type":"box","text":"obligated to make any payment unless and until litigation proceeds are actually received by the litigant or their","page_number":28,"box":{"x":116,"y":88,"width":746,"height":11}},{"id":"e14050da-8556-4fbb-8793-509722e45161","block_type":"box","text":"counsel. If the matter fails to be resolved, or is resolved adversely to the plaintiff, there is generally no obligation","page_number":28,"box":{"x":116,"y":103,"width":762,"height":12}},{"id":"44e54264-2a07-44e0-b5f2-2c4486f6c8fd","block_type":"box","text":"to pay anything and the Fund would suffer a complete loss of the capital invested. Even if the matter is","page_number":28,"box":{"x":116,"y":119,"width":692,"height":11}},{"id":"f37d7206-fdf6-4f58-b697-46908d71d2c4","block_type":"box","text":"successful, there is no guarantee that the persons against whom the claim was asserted will be able or willing to","page_number":28,"box":{"x":117,"y":134,"width":750,"height":12}},{"id":"231c5bf2-ee73-4480-9a5d-ecfa5724ec54","block_type":"box","text":"satisfy any judgment. Further, the Fund would be subject to risks associated with the origination and servicing of","page_number":28,"box":{"x":117,"y":150,"width":762,"height":11}},{"id":"35ecdc8d-7008-4c23-8f29-86fdc9469a79","block_type":"box","text":"any litigation financing.","page_number":28,"box":{"x":116,"y":165,"width":160,"height":12}},{"id":"6fa50fbb-1c56-4b72-8952-6fa0026feb9c","block_type":"box","text":"Commodity Pricing Risk","page_number":28,"box":{"x":116,"y":201,"width":178,"height":11}},{"id":"3ff9bc68-2991-4308-bbf5-0b6ab6ebe951","block_type":"box","text":"The Fund’s investment in commodities may subject the Fund to greater volatility than investments in","page_number":28,"box":{"x":150,"y":223,"width":681,"height":12}},{"id":"0198a811-9902-4c78-9f1d-7b1179b1e71a","block_type":"box","text":"traditional securities, such as stocks and bonds. The commodities markets have experienced periods of extreme","page_number":28,"box":{"x":116,"y":239,"width":750,"height":11}},{"id":"0ba5fd81-7cf0-40a2-979b-a8be642b4607","block_type":"box","text":"volatility. General market uncertainty and consequent repricing risk have led to market imbalances of sellers and","page_number":28,"box":{"x":116,"y":254,"width":760,"height":12}},{"id":"5628d3a3-8d22-41ae-ab76-0122ec03ea1e","block_type":"box","text":"buyers, which in turn have resulted in significant reductions in values of a variety of commodities and natural","page_number":28,"box":{"x":116,"y":270,"width":738,"height":11}},{"id":"be92b5b2-aa86-4689-b56b-417510d5ee74","block_type":"box","text":"resources. Similar future market conditions may result in rapid and substantial valuation increases or decreases in","page_number":28,"box":{"x":116,"y":285,"width":765,"height":12}},{"id":"d3a0318e-de09-4f1d-b00f-87387814590d","block_type":"box","text":"the Fund’s holdings.","page_number":28,"box":{"x":116,"y":301,"width":137,"height":11}},{"id":"d5eb67bd-857d-4f6d-9e29-218f0ef3b5c1","block_type":"box","text":"The commodities markets may fluctuate widely based on a variety of factors. Movements in commodity and","page_number":28,"box":{"x":150,"y":330,"width":731,"height":11}},{"id":"3b9ca47a-d710-4ad6-9034-91f19724e13f","block_type":"box","text":"natural resources investment prices are outside of the Fund’s control and may not be anticipated by the Advisor.","page_number":28,"box":{"x":116,"y":345,"width":755,"height":12}},{"id":"29f61e1a-47f6-472b-99f6-5aa7cce3d863","block_type":"box","text":"Price movements may be influenced by, among other things: governmental, agricultural, trade, fiscal,","page_number":28,"box":{"x":150,"y":374,"width":683,"height":12}},{"id":"17fe97f3-5022-4024-bd43-867477d962ca","block_type":"box","text":"monetary and exchange control programs and policies; changing market and economic conditions; market","page_number":28,"box":{"x":116,"y":390,"width":715,"height":12}},{"id":"7916ee09-9c65-45f4-ad91-3da99e477e35","block_type":"box","text":"liquidity; weather and climate conditions; changing supply and demand relationships and levels of domestic","page_number":28,"box":{"x":116,"y":405,"width":728,"height":12}},{"id":"4eed5122-9077-4a83-9084-f7b35e54e93c","block_type":"box","text":"production and imported commodities; the availability of local, intrastate and interstate transportation systems;","page_number":28,"box":{"x":116,"y":421,"width":747,"height":12}},{"id":"23590b6b-c0a5-4d52-bc19-355f071a4cd3","block_type":"box","text":"energy conservation; changes in international balances of payments and trade; domestic and foreign rates of","page_number":28,"box":{"x":116,"y":436,"width":729,"height":12}},{"id":"9078aa99-452a-480b-ad5d-439c8fc8a988","block_type":"box","text":"inflation; currency devaluations and revaluations; domestic and foreign political and economic events; domestic","page_number":28,"box":{"x":116,"y":452,"width":755,"height":12}},{"id":"ed185cdb-998e-4231-bb2f-c326cee2e9e3","block_type":"box","text":"and foreign interest rates and/or investor expectations concerning interest rates; foreign currency/exchange rates;","page_number":28,"box":{"x":116,"y":467,"width":760,"height":12}},{"id":"ad806081-e0e9-4df9-bb9e-657bdb8de693","block_type":"box","text":"domestic and foreign governmental regulation and taxation; war, acts of terrorism and other political upheaval","page_number":28,"box":{"x":116,"y":483,"width":744,"height":12}},{"id":"1e681f78-d99f-4d08-9ab4-5db333693630","block_type":"box","text":"and conflicts; governmental expropriation; investment and trading activities of mutual funds, hedge funds and","page_number":28,"box":{"x":116,"y":498,"width":742,"height":12}},{"id":"b8f74e29-cbb8-4f0f-9d3f-549e45bffa5e","block_type":"box","text":"commodities funds; changes in philosophies and emotions of market participants. The frequency and magnitude","page_number":28,"box":{"x":116,"y":514,"width":755,"height":12}},{"id":"cc911969-f692-4f6a-9e19-6ddb7ba0af89","block_type":"box","text":"of such changes cannot be predicted.","page_number":28,"box":{"x":116,"y":529,"width":246,"height":12}},{"id":"b95d52cb-43db-4d8c-831c-de9c3febfc28","block_type":"box","text":"Prices of various commodities and natural resources may also be affected by factors such as drought, floods,","page_number":28,"box":{"x":150,"y":559,"width":730,"height":11}},{"id":"b664fc9b-bf8f-4156-941d-8788d4a00dd6","block_type":"box","text":"weather, livestock disease, changes in storage costs, embargoes, tariffs and other regulatory developments. Many","page_number":28,"box":{"x":116,"y":574,"width":763,"height":12}},{"id":"dee71cd1-3247-4dcf-a823-4d20bd6321fc","block_type":"box","text":"of these factors are very unpredictable. The prices of commodities and natural resources can also fluctuate widely","page_number":28,"box":{"x":116,"y":590,"width":766,"height":11}},{"id":"25882395-2fd4-49e1-91de-931d021d993e","block_type":"box","text":"due to supply and demand disruptions in major producing or consuming regions. Certain commodities or natural","page_number":28,"box":{"x":116,"y":605,"width":758,"height":12}},{"id":"1c047bd2-f544-45fa-9cc0-975be4bfdc5b","block_type":"box","text":"resources may be produced in a limited number of countries and may be controlled by a small number of","page_number":28,"box":{"x":116,"y":621,"width":708,"height":11}},{"id":"875e778a-944c-47b7-b881-ef58d275da8f","block_type":"box","text":"producers or groups of producers. As a result, political, economic and supply related events in such countries","page_number":28,"box":{"x":116,"y":636,"width":735,"height":12}},{"id":"b114aafd-1332-4f44-bf43-219aefd5bb6c","block_type":"box","text":"could have a disproportionate impact on the prices of such commodities and natural resources.","page_number":28,"box":{"x":116,"y":652,"width":635,"height":11}},{"id":"8058cc6d-f11b-4f5e-82fa-85cc5432e0a3","block_type":"box","text":"The commodity markets are subject to temporary distortions and other disruptions due to, among other","page_number":28,"box":{"x":150,"y":681,"width":693,"height":11}},{"id":"bb6b3dda-ac4e-41c6-b497-e5240c87cbe7","block_type":"box","text":"factors, lack of liquidity, the participation of speculators, and government regulation and other actions. U.S.","page_number":28,"box":{"x":116,"y":696,"width":726,"height":12}},{"id":"cb94d8e3-be6d-4a85-a8c9-acd6d9c9400a","block_type":"box","text":"futures exchanges and some foreign exchanges limit the amount of fluctuation in futures contract prices which","page_number":28,"box":{"x":116,"y":712,"width":745,"height":11}},{"id":"70ac8d93-372c-41f2-a2d3-187c30fedd49","block_type":"box","text":"may occur in a single business day (generally referred to as “daily price fluctuation limits”). The maximum or","page_number":28,"box":{"x":116,"y":727,"width":742,"height":12}},{"id":"c9d3c96e-7816-4c9c-bac5-3d6ce76df452","block_type":"box","text":"minimum price of a contract as a result of these limits is referred to as a “limit price.” If the limit price has been","page_number":28,"box":{"x":116,"y":743,"width":754,"height":11}},{"id":"79ed2755-de40-49ca-a23e-103bb2ab1afb","block_type":"box","text":"reached in a particular contract, no trades may be made beyond the limit price. Limit prices have the effect of","page_number":28,"box":{"x":116,"y":758,"width":738,"height":12}},{"id":"94a904b9-800c-45ab-bcdf-1ec357963144","block_type":"box","text":"precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or","page_number":28,"box":{"x":116,"y":774,"width":728,"height":11}},{"id":"00095ddd-8293-4456-93bd-0a20e5d86f1c","block_type":"box","text":"prices.","page_number":28,"box":{"x":116,"y":789,"width":43,"height":12}},{"id":"710a0444-7697-429a-9b2a-eb76f97277d9","block_type":"box","text":"Risk Factors in Strategic Transactions and Derivatives","page_number":28,"box":{"x":116,"y":825,"width":392,"height":11}},{"id":"3d14fc01-6c28-4ba4-9156-33e4077482f2","block_type":"box","text":"The Fund’s use of derivative instruments involves risks different from, and possibly greater than, the risks","page_number":28,"box":{"x":150,"y":847,"width":715,"height":12}},{"id":"33ddb1cf-60a9-440d-a80e-cf25c6b33f00","block_type":"box","text":"associated with investing directly in securities and other traditional investments. There are significant risks that","page_number":28,"box":{"x":116,"y":863,"width":750,"height":11}},{"id":"072120e3-c667-44a4-9ef2-47336f6cc0c1","block_type":"box","text":"apply generally to derivatives transactions, including:","page_number":28,"box":{"x":116,"y":878,"width":360,"height":12}},{"id":"262ce6df-b6c3-422d-b914-ffc9c22089cf","block_type":"box","text":"S-25","page_number":28,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"3077e828-5103-40fe-9b74-54a7358c4174","block_type":"box","text":"NM1026U-5982768-28/119","page_number":28,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"3a641695-31c5-4d86-b518-3e4da23a2824","block_type":"box","text":"•","page_number":29,"box":{"x":158,"y":90,"width":5,"height":4}},{"id":"56996264-7ad0-4507-a766-fd4b7c9efa35","block_type":"box","text":"Correlation Risk—","page_number":29,"box":{"x":184,"y":88,"width":112,"height":9}},{"id":"d7b4bc14-93ca-44da-b897-304a93ab1a54","block_type":"box","text":"k—the risk that changes in the value of a derivative will not match the changes in the","page_number":29,"box":{"x":296,"y":88,"width":566,"height":11}},{"id":"9e780f0a-5029-4897-a392-04be6e6746f0","block_type":"box","text":"value of the portfolio holdings that are being hedged or of the particular market or security to which the","page_number":29,"box":{"x":183,"y":103,"width":699,"height":12}},{"id":"cca7b39e-01e4-4a5e-a10a-225e38a4d41e","block_type":"box","text":"Fund seeks exposure. There are a number of factors which may prevent a derivative instrument from","page_number":29,"box":{"x":183,"y":119,"width":679,"height":11}},{"id":"96ce1833-1151-4b50-95e5-7b613aeaff7a","block_type":"box","text":"achieving the desired correlation (or inverse correlation) with an underlying asset, rate or index, such","page_number":29,"box":{"x":184,"y":134,"width":681,"height":12}},{"id":"7dd98814-e777-4a84-a699-af7f107641d5","block_type":"box","text":"as the impact of fees, expenses and transaction costs, the timing of pricing, and disruptions or","page_number":29,"box":{"x":184,"y":150,"width":630,"height":11}},{"id":"a0fe48c2-873e-46e0-81e8-1a22d3c2e29f","block_type":"box","text":"illiquidity in the markets for such derivative instrument.","page_number":29,"box":{"x":183,"y":165,"width":377,"height":12}},{"id":"42516ee5-5d1c-4d17-b912-230f9297a917","block_type":"box","text":"•","page_number":29,"box":{"x":158,"y":191,"width":5,"height":4}},{"id":"27b4086d-ab3b-4d5f-adbd-fee34ceeda43","block_type":"box","text":"Counterparty Risk—","page_number":29,"box":{"x":184,"y":188,"width":123,"height":12}},{"id":"e187283d-2692-4e8b-90bc-e44327045da7","block_type":"box","text":"k—the risk that the counterparty in a derivative transaction will be unable to honor its","page_number":29,"box":{"x":307,"y":188,"width":570,"height":12}},{"id":"b507a463-f24f-4d33-9037-d6d29316cb96","block_type":"box","text":"financial obligation to the Fund. In particular, derivatives traded in OTC markets often are not","page_number":29,"box":{"x":183,"y":204,"width":635,"height":11}},{"id":"b73a8e5e-db91-4800-8f5c-1b3da6626167","block_type":"box","text":"guaranteed by an exchange or clearing corporation and often do not require payment of margin, and to","page_number":29,"box":{"x":183,"y":219,"width":690,"height":12}},{"id":"511802a6-e613-452c-9c15-1ac09ef10394","block_type":"box","text":"the extent that the Fund has unrealized gains in such instruments or has deposited collateral with its","page_number":29,"box":{"x":183,"y":235,"width":670,"height":11}},{"id":"6e216400-dc5d-43dd-aad9-f0bbf9e7cf1f","block_type":"box","text":"counterparties the Fund is at risk that its counterparties will become bankrupt or otherwise fail to honor","page_number":29,"box":{"x":183,"y":250,"width":697,"height":12}},{"id":"25c84e45-89be-42bf-8da9-673a292ae633","block_type":"box","text":"their obligations. The Fund will typically attempt to minimize counterparty risk by engaging in OTC","page_number":29,"box":{"x":183,"y":266,"width":678,"height":11}},{"id":"a9e77541-d56b-474f-b1d6-ccbd8090bd7b","block_type":"box","text":"derivatives transactions only with creditworthy entities that have substantial capital or that have","page_number":29,"box":{"x":183,"y":281,"width":645,"height":12}},{"id":"872bb1d6-97f4-49cb-a7e6-dd867905fa05","block_type":"box","text":"provided the Fund with a third-party guaranty or other credit support. When the Fund enters into a","page_number":29,"box":{"x":183,"y":297,"width":663,"height":12}},{"id":"bfb1d1fe-fb96-4cf7-823a-ee14674fd34b","block_type":"box","text":"derivatives transaction that is centrally cleared (whether mandatorily or voluntarily), the Fund is","page_number":29,"box":{"x":183,"y":312,"width":648,"height":12}},{"id":"6c51470e-de9e-4878-8ee4-d14c84df46d7","block_type":"box","text":"subject to the credit risk of the clearing house and the clearing member through which it holds its","page_number":29,"box":{"x":184,"y":328,"width":654,"height":12}},{"id":"77e4df0c-5dd7-4005-b26a-a95fd2af04c3","block_type":"box","text":"cleared position. Credit risk of market participants with respect to derivatives that are centrally cleared","page_number":29,"box":{"x":183,"y":343,"width":692,"height":12}},{"id":"8848d50a-69fb-4508-9a5d-506a5ab2fef9","block_type":"box","text":"is concentrated in a few clearing houses and increasingly fewer clearing members. It is not clear how","page_number":29,"box":{"x":183,"y":359,"width":681,"height":12}},{"id":"4173c8fc-d633-4d52-9956-c38b42d45da2","block_type":"box","text":"an insolvency proceeding of a clearing house would be conducted and what impact an insolvency of a","page_number":29,"box":{"x":184,"y":374,"width":686,"height":12}},{"id":"91e30655-4c1c-42f9-a353-fed22786f682","block_type":"box","text":"clearing house would have on the financial system. Also, the Fund will not be fully protected in the","page_number":29,"box":{"x":183,"y":390,"width":670,"height":12}},{"id":"9566baaa-d60f-464f-ba1c-5ab384fc3e1f","block_type":"box","text":"event of the bankruptcy of the Fund’s clearing member because the Fund would be limited to","page_number":29,"box":{"x":183,"y":405,"width":628,"height":12}},{"id":"38d424a2-414b-4078-b88c-8b1188148653","block_type":"box","text":"recovering only a pro rata share of the funds held by the clearing member on behalf of customers by","page_number":29,"box":{"x":183,"y":421,"width":675,"height":12}},{"id":"3d24abc1-963b-4490-931c-24cc6a735aed","block_type":"box","text":"account class for cleared derivatives. Although a clearing member is required to segregate assets from","page_number":29,"box":{"x":184,"y":436,"width":687,"height":12}},{"id":"80efd805-6179-4dbb-b6d7-667493d4714e","block_type":"box","text":"customers with respect to cleared derivatives positions from the clearing member’s proprietary assets,","page_number":29,"box":{"x":183,"y":452,"width":687,"height":12}},{"id":"e24981f5-b797-49ac-805d-08c932e27082","block_type":"box","text":"if a clearing member does not comply with the applicable regulations, or in the event of fraud or","page_number":29,"box":{"x":183,"y":467,"width":649,"height":12}},{"id":"b36a54da-1a07-4103-98ea-31457d3b0395","block_type":"box","text":"misappropriation of customer assets by a clearing member, the Fund could have only an unsecured","page_number":29,"box":{"x":183,"y":483,"width":666,"height":12}},{"id":"43fde49c-e804-4f93-a42b-8abc83449e0d","block_type":"box","text":"creditor claim in an insolvency of the clearing member with respect to the assets held by the clearing","page_number":29,"box":{"x":183,"y":498,"width":679,"height":12}},{"id":"172a1b2a-aed7-42cf-9e3b-fd3336dab8aa","block_type":"box","text":"member.","page_number":29,"box":{"x":183,"y":514,"width":58,"height":9}},{"id":"c9dfa566-da7f-4847-b068-ccab98ea2ced","block_type":"box","text":"•","page_number":29,"box":{"x":158,"y":540,"width":5,"height":3}},{"id":"0c1bcd16-0901-4613-bd3a-0324a7e28a75","block_type":"box","text":"Credit Risk—","page_number":29,"box":{"x":184,"y":537,"width":76,"height":9}},{"id":"364ef43f-809c-4d16-b817-d7baded24f35","block_type":"box","text":"k—the risk that the reference entity in a credit default swap or similar derivative will not be","page_number":29,"box":{"x":259,"y":537,"width":610,"height":12}},{"id":"4cb05b86-acdb-45d2-9f70-3e0379314f64","block_type":"box","text":"able to honor its financial obligations.","page_number":29,"box":{"x":184,"y":553,"width":254,"height":11}},{"id":"8bedbf8e-7a7b-4c51-97e3-bfcd09a9d271","block_type":"box","text":"•","page_number":29,"box":{"x":158,"y":579,"width":5,"height":3}},{"id":"8ae32a32-be97-4baf-99d3-1242d856d171","block_type":"box","text":"Currency Risk—","page_number":29,"box":{"x":184,"y":576,"width":96,"height":11}},{"id":"eecc9634-c6ba-4821-b5a3-79da9314b67a","block_type":"box","text":"k—the risk that changes in the exchange rate between two currencies will adversely affect","page_number":29,"box":{"x":280,"y":576,"width":600,"height":12}},{"id":"a85be999-54bb-45e7-a4e9-834bcfb05293","block_type":"box","text":"the value (in U.S. dollar terms) of an investment.","page_number":29,"box":{"x":183,"y":591,"width":329,"height":12}},{"id":"6a6c8280-012f-4f1f-aa38-9858d4397692","block_type":"box","text":"•","page_number":29,"box":{"x":158,"y":618,"width":5,"height":3}},{"id":"d4603109-0025-4f6b-b413-9b839769fec1","block_type":"box","text":"Illiquidity Risk—","page_number":29,"box":{"x":183,"y":615,"width":100,"height":11}},{"id":"47c53bca-5545-4495-b83d-be1ec99450bf","block_type":"box","text":"k—the risk that certain securities or instruments may be difficult or impossible to sell at","page_number":29,"box":{"x":283,"y":615,"width":585,"height":11}},{"id":"20872dcb-c737-4988-ace0-fb4d30b84a75","block_type":"box","text":"the time or at the price desired by the Fund in connection with payments of margin, collateral, or","page_number":29,"box":{"x":183,"y":630,"width":653,"height":12}},{"id":"5f755918-a0eb-4a60-bf0a-348d7423acc3","block_type":"box","text":"settlement payments. There can be no assurance that the Fund will be able to unwind or offset a","page_number":29,"box":{"x":184,"y":646,"width":644,"height":11}},{"id":"a73a85c4-7e53-485c-b05e-0adcbd24381d","block_type":"box","text":"derivative at its desired price, in a secondary market or otherwise. It may, therefore, not be possible for","page_number":29,"box":{"x":183,"y":661,"width":695,"height":12}},{"id":"ca8c0bc2-8a53-4a75-89c0-83dc9605597b","block_type":"box","text":"the Fund to unwind its position in a derivative without incurring substantial losses (if at all). The","page_number":29,"box":{"x":183,"y":677,"width":651,"height":11}},{"id":"d0ae67a3-8614-4194-ac00-5cd3f17cc5f6","block_type":"box","text":"absence of liquidity may also make it more difficult for the Fund to ascertain a market value for such","page_number":29,"box":{"x":184,"y":692,"width":680,"height":12}},{"id":"f68debc4-1e97-4d14-8fc9-0b26073b6c51","block_type":"box","text":"instruments. Although both OTC and exchange-traded derivatives markets may experience a lack of","page_number":29,"box":{"x":183,"y":708,"width":677,"height":11}},{"id":"51790afb-69be-4a7a-9601-8b76c2edb2d2","block_type":"box","text":"liquidity, certain derivatives traded in OTC markets, including swaps and OTC options, involve","page_number":29,"box":{"x":183,"y":723,"width":645,"height":12}},{"id":"cf8d224c-13ff-43a0-9145-01f645a7fe18","block_type":"box","text":"substantial illiquidity risk. The Fund will, therefore, acquire illiquid OTC derivatives (i) if the","page_number":29,"box":{"x":184,"y":739,"width":631,"height":11}},{"id":"5d236b3c-9c35-427b-ad2e-b5dd48ea2275","block_type":"box","text":"agreement pursuant to which the instrument is purchased contains a formula price at which the","page_number":29,"box":{"x":184,"y":754,"width":638,"height":12}},{"id":"38a84054-51bf-4ebd-95cb-973555194a35","block_type":"box","text":"instrument may be terminated or sold, or (ii) for which the Advisor anticipates the Fund can receive on","page_number":29,"box":{"x":183,"y":770,"width":694,"height":11}},{"id":"ecabe36d-1ba7-4347-b97f-14db059f6e70","block_type":"box","text":"each business day at least two independent bids or offers, unless a quotation from only one dealer is","page_number":29,"box":{"x":183,"y":785,"width":673,"height":12}},{"id":"04b5e077-5eaf-4cba-8b0b-f2a37fe9b49f","block_type":"box","text":"available, in which case that dealer’s quotation may be used. The illiquidity of the derivatives markets","page_number":29,"box":{"x":184,"y":801,"width":687,"height":11}},{"id":"d8c5309d-7cb0-4f01-b430-f55ddeeaa875","block_type":"box","text":"may be due to various factors, including congestion, disorderly markets, limitations on deliverable","page_number":29,"box":{"x":183,"y":816,"width":663,"height":12}},{"id":"01c10347-2fdd-4e78-ab76-02ade70193cf","block_type":"box","text":"supplies, the participation of speculators, government regulation and intervention, and technical and","page_number":29,"box":{"x":184,"y":832,"width":674,"height":11}},{"id":"7cf09191-defd-48bd-8d9d-dbe7ab13ace3","block_type":"box","text":"operational or system failures. In addition, the liquidity of a market in an exchange-traded derivative","page_number":29,"box":{"x":183,"y":847,"width":678,"height":12}},{"id":"e6f91632-24ab-4d3a-9d8f-a4bcf2370c5a","block_type":"box","text":"contract may be adversely affected by “daily price fluctuation limits” established by the exchanges","page_number":29,"box":{"x":183,"y":863,"width":666,"height":11}},{"id":"44967234-d6be-422d-a4ec-c948275f59a4","block_type":"box","text":"which limit the amount of fluctuation in an exchange-traded contract price during a single trading day.","page_number":29,"box":{"x":183,"y":878,"width":690,"height":12}},{"id":"660241cf-9f95-4dd1-bb08-53e7c6630008","block_type":"box","text":"S-26","page_number":29,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"d87c2d8e-ce84-432e-beae-31ff23811794","block_type":"box","text":"NM1026U-5982768-29/119","page_number":29,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"642e3d9b-f808-4de9-9f4b-91b1329cf31d","block_type":"box","text":"Once the daily limit has been reached in the contract, no trades may be entered into at a price beyond","page_number":30,"box":{"x":184,"y":88,"width":681,"height":11}},{"id":"ec1cd4dd-dc81-4042-8bd3-eccda88d1fc1","block_type":"box","text":"the limit, thus preventing the liquidation of open positions. Prices have in the past moved to the daily","page_number":30,"box":{"x":183,"y":103,"width":681,"height":12}},{"id":"d4f0bbdf-4c14-47a2-bab5-484a7706adbd","block_type":"box","text":"limit on a number of consecutive trading days with little to no trading. If it is not possible to close an","page_number":30,"box":{"x":183,"y":119,"width":680,"height":11}},{"id":"f4d5ebd1-aad6-4cc8-8c9c-2a961654c157","block_type":"box","text":"open derivative position entered into by the Fund, the Fund would continue to be required to make","page_number":30,"box":{"x":183,"y":134,"width":664,"height":12}},{"id":"bfe56339-3171-46d8-bb17-01c8c0b48994","block_type":"box","text":"daily cash payments of variation margin in the event of adverse price movements. In such a situation, if","page_number":30,"box":{"x":183,"y":150,"width":699,"height":11}},{"id":"f1843e1e-98c6-4668-a32e-595086d78488","block_type":"box","text":"the Fund has insufficient cash, it may have to sell portfolio securities to meet daily variation margin","page_number":30,"box":{"x":183,"y":165,"width":673,"height":12}},{"id":"abe0ac51-cf8f-4acc-bbf7-8e22e191dac8","block_type":"box","text":"requirements at a time when it may be disadvantageous to do so.","page_number":30,"box":{"x":183,"y":181,"width":434,"height":11}},{"id":"0437940c-a4c3-4a9a-a4f9-5e05aefba42b","block_type":"box","text":"•","page_number":30,"box":{"x":158,"y":207,"width":5,"height":4}},{"id":"ffa2bb37-2656-4000-be7b-f8e5b9091e6a","block_type":"box","text":"Index Risk—","page_number":30,"box":{"x":183,"y":204,"width":71,"height":9}},{"id":"9ea473ce-2623-4eee-813c-389179b08f16","block_type":"box","text":"k—if the derivative is linked to the performance of an index, it will be subject to the risks","page_number":30,"box":{"x":254,"y":204,"width":595,"height":12}},{"id":"335e8e16-ff14-48f7-bec7-023a7be15873","block_type":"box","text":"associated with changes in that index. If the index changes, the Fund could receive lower interest","page_number":30,"box":{"x":184,"y":220,"width":653,"height":12}},{"id":"1f4ec64f-c20b-4d2a-94f7-2fe8f3239dac","block_type":"box","text":"payments or experience a reduction in the value of the derivative to below the price that the Fund paid","page_number":30,"box":{"x":183,"y":236,"width":689,"height":11}},{"id":"47f0934c-b123-477f-a65a-785ce8f65e20","block_type":"box","text":"for such derivative.","page_number":30,"box":{"x":183,"y":251,"width":129,"height":9}},{"id":"cdee6b3a-28b1-4f1e-bb0c-093842622903","block_type":"box","text":"•","page_number":30,"box":{"x":158,"y":278,"width":5,"height":3}},{"id":"9e7908b4-01de-4cd6-bffe-a556b562cb8a","block_type":"box","text":"Legal Risk—","page_number":30,"box":{"x":183,"y":275,"width":72,"height":11}},{"id":"2c9b5be7-3481-4418-9c45-6c7b6edc3f9c","block_type":"box","text":"k—the risk of insufficient documentation, insufficient capacity or authority of counterparty,","page_number":30,"box":{"x":255,"y":275,"width":611,"height":12}},{"id":"1784c2b3-f607-464c-9e15-2857af7f0dc0","block_type":"box","text":"or legality or enforceability of a contract.","page_number":30,"box":{"x":183,"y":290,"width":277,"height":12}},{"id":"c5c17b48-819b-43d9-9f6b-a305dc5ac1ef","block_type":"box","text":"•","page_number":30,"box":{"x":158,"y":317,"width":5,"height":4}},{"id":"cfc13084-0ddd-4704-bf26-bfa45e3613f3","block_type":"box","text":"Leverage Risk—","page_number":30,"box":{"x":183,"y":314,"width":111,"height":12}},{"id":"7dadbc71-6327-4425-b8cb-894ac4665aae","block_type":"box","text":"the risk that the Fund’s derivatives transactions can magnify the Fund’s gains and","page_number":30,"box":{"x":294,"y":314,"width":551,"height":12}},{"id":"22577644-b502-4753-8e7e-e2c6d6549043","block_type":"box","text":"losses. Relatively small market movements may result in large changes in the value of a derivatives","page_number":30,"box":{"x":183,"y":330,"width":671,"height":11}},{"id":"0f221ad1-c2fb-43a3-80aa-d87bc4f69974","block_type":"box","text":"position and can result in losses that greatly exceed the amount originally invested.","page_number":30,"box":{"x":183,"y":345,"width":559,"height":12}},{"id":"a8bcf5fe-4195-4946-a9e4-4982dee40675","block_type":"box","text":"•","page_number":30,"box":{"x":158,"y":372,"width":5,"height":4}},{"id":"965a1b32-cfd8-4f5f-93b4-bc967ff6ec49","block_type":"box","text":"Market Risk—","page_number":30,"box":{"x":183,"y":369,"width":82,"height":9}},{"id":"6e648e1a-ed23-491b-811f-fc5a8ac9e93f","block_type":"box","text":"k—the risk that changes in the value of one or more markets or changes with respect to the","page_number":30,"box":{"x":265,"y":369,"width":604,"height":12}},{"id":"e65a0b9a-7d1d-4eb1-a69c-269648b45bd7","block_type":"box","text":"value of the underlying asset will adversely affect the value of a derivative. In the event of an adverse","page_number":30,"box":{"x":183,"y":385,"width":685,"height":11}},{"id":"74278736-30e2-4fc4-b375-0f515ef713e1","block_type":"box","text":"movement, the Fund may be required to pay substantial additional margin to maintain its position or","page_number":30,"box":{"x":183,"y":400,"width":677,"height":12}},{"id":"1e533b1c-dba3-4c36-b9df-78e250a76814","block_type":"box","text":"the Fund’s returns may be adversely affected.","page_number":30,"box":{"x":183,"y":416,"width":306,"height":11}},{"id":"662ff7e5-da66-4c57-ba62-ecc401685a7f","block_type":"box","text":"•","page_number":30,"box":{"x":158,"y":442,"width":5,"height":4}},{"id":"f910666f-7f4b-4661-bdd7-8d06cc64860d","block_type":"box","text":"Operational Risk—","page_number":30,"box":{"x":184,"y":440,"width":115,"height":11}},{"id":"df892a8c-359a-4fef-91e1-6e652561964c","block_type":"box","text":"k—the risk related to potential operational issues, including documentation issues,","page_number":30,"box":{"x":299,"y":440,"width":546,"height":11}},{"id":"87eff6be-c050-4818-a1bb-3615e376322f","block_type":"box","text":"settlement issues, systems failures, inadequate controls and human error.","page_number":30,"box":{"x":184,"y":455,"width":488,"height":12}},{"id":"d8180101-ff2a-471f-9572-63ad00285bbc","block_type":"box","text":"•","page_number":30,"box":{"x":158,"y":482,"width":5,"height":3}},{"id":"28b4fbf1-5f41-4277-82d4-e16e6b9307b7","block_type":"box","text":"Valuation Risk—","page_number":30,"box":{"x":184,"y":479,"width":99,"height":9}},{"id":"2cdf3238-a853-42b7-90c0-52179b0507cd","block_type":"box","text":"k—the risk that valuation sources for a derivative will not be readily available in the","page_number":30,"box":{"x":283,"y":479,"width":560,"height":12}},{"id":"b91f047f-c297-45d2-bf53-da3e91e1755f","block_type":"box","text":"market. This is possible especially in times of market distress, since many market participants may be","page_number":30,"box":{"x":183,"y":495,"width":686,"height":11}},{"id":"5013ae85-6920-4681-80b0-51c0da18b7d4","block_type":"box","text":"reluctant to purchase complex instruments or quote prices for them.","page_number":30,"box":{"x":183,"y":510,"width":455,"height":12}},{"id":"d6b7339f-7b6f-4b31-9a2a-1d557a2b41ec","block_type":"box","text":"•","page_number":30,"box":{"x":158,"y":537,"width":5,"height":3}},{"id":"c5220e51-02b7-4ccb-b7f0-716aeb3a653d","block_type":"box","text":"Volatility Risk—","page_number":30,"box":{"x":184,"y":534,"width":95,"height":11}},{"id":"591de5fb-485b-494e-a333-0559d6dcbbb7","block_type":"box","text":"k—the risk that the value of derivatives will fluctuate significantly within a short time","page_number":30,"box":{"x":279,"y":534,"width":572,"height":12}},{"id":"6e73e045-dcfc-4843-bb7a-c85e0ba112b8","block_type":"box","text":"period.","page_number":30,"box":{"x":183,"y":549,"width":46,"height":12}},{"id":"8bb74987-d08d-44fe-960d-6e047fa2a7b5","block_type":"box","text":"When a derivative is used as a hedge against a position that the Fund holds, any loss generated by the","page_number":30,"box":{"x":149,"y":582,"width":684,"height":11}},{"id":"5a17c074-027d-42df-bb71-ed0710d72d57","block_type":"box","text":"derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While","page_number":30,"box":{"x":116,"y":597,"width":728,"height":12}},{"id":"8ec34f08-2d8f-4551-a6e1-b524255fd6f0","block_type":"box","text":"hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to","page_number":30,"box":{"x":116,"y":613,"width":741,"height":11}},{"id":"14496bbb-bbed-48b3-aae8-5b89064d0d6e","block_type":"box","text":"imperfect matching between the derivative and the underlying security, and there can be no assurance that the","page_number":30,"box":{"x":116,"y":628,"width":740,"height":12}},{"id":"a447fd2c-2029-4f7b-b23a-0e06085815b2","block_type":"box","text":"Fund’s hedging transactions will be effective. The Fund could also suffer losses related to its derivative positions","page_number":30,"box":{"x":116,"y":644,"width":762,"height":11}},{"id":"f3482f1f-c79c-46d3-9285-db8590866196","block_type":"box","text":"as a result of unanticipated market movements, which losses are potentially unlimited. The Advisor may not be","page_number":30,"box":{"x":116,"y":659,"width":750,"height":12}},{"id":"c62fc1ba-3f56-48d3-b9b0-c4792dadc412","block_type":"box","text":"able to predict correctly the direction of securities prices, interest rates and other economic factors, which could","page_number":30,"box":{"x":116,"y":675,"width":753,"height":11}},{"id":"1cf02942-a0d3-4db9-ae8f-d6421e9e0295","block_type":"box","text":"cause the Fund’s derivatives positions to lose value. In addition, some derivatives are more sensitive to interest","page_number":30,"box":{"x":116,"y":690,"width":748,"height":12}},{"id":"ff7b916b-ead9-4c94-8d69-41395e814303","block_type":"box","text":"rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market","page_number":30,"box":{"x":116,"y":706,"width":749,"height":11}},{"id":"f58bfde5-a599-46ad-9fad-0f95f03e3c4e","block_type":"box","text":"for derivatives and the resulting inability of the Fund to sell or otherwise close a derivatives position could","page_number":30,"box":{"x":116,"y":721,"width":719,"height":12}},{"id":"6e3dbde4-5c57-4ed8-b6e7-96bc7af1d8e6","block_type":"box","text":"expose the Fund to losses and could make derivatives more difficult for the Fund to value accurately.","page_number":30,"box":{"x":116,"y":737,"width":681,"height":11}},{"id":"955a8116-19d4-47f8-88c3-3a33ca9f7c0c","block_type":"box","text":"When engaging in a hedging transaction, the Fund may determine not to seek to establish a perfect","page_number":30,"box":{"x":149,"y":769,"width":666,"height":12}},{"id":"595ecba6-6495-41c2-9a7f-da41dfbe8b37","block_type":"box","text":"correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect","page_number":30,"box":{"x":116,"y":785,"width":759,"height":11}},{"id":"a7cb3609-c312-4ef3-9341-0bee03226deb","block_type":"box","text":"correlation may prevent the Fund from achieving the intended hedge or expose the Fund to a risk of loss. The","page_number":30,"box":{"x":116,"y":800,"width":737,"height":12}},{"id":"673f4464-c9bb-41f3-8b29-6349fd5ad749","block_type":"box","text":"Fund may also determine not to hedge against a particular risk because it does not regard the probability of the","page_number":30,"box":{"x":116,"y":816,"width":746,"height":11}},{"id":"abd22f4f-b835-45c5-8169-6d4bb9c14131","block_type":"box","text":"risk occurring to be sufficiently high as to justify the cost of the hedge or because it does not foresee the","page_number":30,"box":{"x":116,"y":831,"width":701,"height":12}},{"id":"136f2d14-1eb1-4dda-a163-df18ff0e8bbc","block_type":"box","text":"occurrence of the risk. It may not be possible for the Fund to hedge against a change or event at attractive prices","page_number":30,"box":{"x":116,"y":847,"width":755,"height":11}},{"id":"05f94acf-43d7-4e24-a05a-584af840ae94","block_type":"box","text":"or at a price sufficient to protect the assets of the Fund from the decline in value of the portfolio positions","page_number":30,"box":{"x":116,"y":862,"width":710,"height":12}},{"id":"97085bf4-ef96-4f63-baa5-4e04a695bf1e","block_type":"box","text":"anticipated as a result of such change. In addition, it may not be possible to hedge at all against certain risks.","page_number":30,"box":{"x":116,"y":878,"width":730,"height":11}},{"id":"010bdb56-ec78-43cb-9760-c461d178c955","block_type":"box","text":"S-27","page_number":30,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"ed73c3ac-446d-4762-b4dc-82ec2ab4ff47","block_type":"box","text":"NM1026U-5982768-30/119","page_number":30,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"adb85557-9d3f-47bc-9c46-f54e65d49236","block_type":"box","text":"If the Fund invests in a derivative instrument it could lose more than the principal amount invested.","page_number":31,"box":{"x":150,"y":88,"width":669,"height":11}},{"id":"8cbb1efc-d777-4708-b813-259c68882d66","block_type":"box","text":"Moreover, derivatives raise certain tax, legal, regulatory and accounting issues that may not be presented by","page_number":31,"box":{"x":116,"y":103,"width":728,"height":12}},{"id":"8ce89ea1-3fe0-4c9f-b030-aa3a6702ff37","block_type":"box","text":"investments in securities, and there is some risk that certain issues could be resolved in a manner that could","page_number":31,"box":{"x":116,"y":119,"width":723,"height":10}},{"id":"0f4c209e-3d87-438b-b0eb-c7ba4a66422b","block_type":"box","text":"adversely impact the performance of the Fund.","page_number":31,"box":{"x":116,"y":134,"width":314,"height":12}},{"id":"83477b10-bbfa-4234-aa48-661a41046d6d","block_type":"box","text":"The Fund is not required to use derivatives or other portfolio strategies to seek to increase return or to seek","page_number":31,"box":{"x":150,"y":162,"width":719,"height":12}},{"id":"983335bb-06a9-47e1-b70c-42807a23c2da","block_type":"box","text":"to hedge its portfolio and may choose not to do so. Also, suitable derivative transactions may not be available in","page_number":31,"box":{"x":116,"y":177,"width":756,"height":12}},{"id":"8d503513-9a8e-41d0-a0ed-73b8f704ba92","block_type":"box","text":"all circumstances and there can be no assurance that the Fund will engage in these transactions to reduce","page_number":31,"box":{"x":116,"y":193,"width":704,"height":12}},{"id":"78b74a62-03e5-49ea-bd05-b940cb3f1460","block_type":"box","text":"exposure to other risks when that would be beneficial. Although the Advisor seeks to use derivatives to further","page_number":31,"box":{"x":116,"y":209,"width":746,"height":11}},{"id":"01272101-6ada-4428-8000-542dcabf425d","block_type":"box","text":"the Fund’s investment objective, there is no assurance that the use of derivatives will achieve this result.","page_number":31,"box":{"x":116,"y":224,"width":701,"height":12}},{"id":"dbbc5597-cc6c-42d0-9708-edcfdc83de52","block_type":"box","text":"Options Risk","page_number":31,"box":{"x":150,"y":252,"width":86,"height":11}},{"id":"d2ae3761-1009-4b1d-beb8-dcc75c8cd8f9","block_type":"box","text":". There are several risks associated with transactions in options on securities and indexes. For","page_number":31,"box":{"x":237,"y":252,"width":629,"height":12}},{"id":"092f9bbb-394f-417f-9434-769cec67d017","block_type":"box","text":"example, there are significant differences between the securities and options markets that could result in an","page_number":31,"box":{"x":116,"y":267,"width":722,"height":12}},{"id":"ed940a6e-8bf9-4cc3-bcf5-3fbe1a6f63c8","block_type":"box","text":"imperfect correlation between these markets, causing a given transaction not to achieve its objectives. In","page_number":31,"box":{"x":116,"y":283,"width":704,"height":12}},{"id":"3e7b3133-5982-4c4f-aca9-57b263093bb1","block_type":"box","text":"addition, a liquid secondary market for particular options, whether traded OTC or on a recognized securities","page_number":31,"box":{"x":116,"y":298,"width":728,"height":12}},{"id":"d1c12860-a941-4645-8232-d5f603580d64","block_type":"box","text":"exchange (e.g., NYSE), separate trading boards of a securities exchange or through a market system that provides","page_number":31,"box":{"x":116,"y":314,"width":766,"height":12}},{"id":"13bedec9-5a56-40fa-8946-53e0617a2896","block_type":"box","text":"contemporaneous transaction pricing information (an “Exchange”) may be absent for reasons which include the","page_number":31,"box":{"x":116,"y":329,"width":753,"height":12}},{"id":"a9f583ff-afc2-4751-9a25-d69cc025885c","block_type":"box","text":"following: there may be insufficient trading interest in certain options; restrictions may be imposed by an","page_number":31,"box":{"x":116,"y":345,"width":709,"height":12}},{"id":"e16d2b63-e488-4e38-8944-021811b6e75b","block_type":"box","text":"Exchange on opening transactions or closing transactions or both; trading halts, suspensions or other restrictions","page_number":31,"box":{"x":116,"y":360,"width":756,"height":12}},{"id":"e65f9b25-2723-42d2-9ded-2bf43f172015","block_type":"box","text":"may be imposed with respect to particular classes or series of options or underlying securities; unusual or","page_number":31,"box":{"x":116,"y":376,"width":710,"height":12}},{"id":"c207c741-737a-41ee-a36f-a8191a41e536","block_type":"box","text":"unforeseen circumstances may interrupt normal operations on an Exchange; the facilities of an Exchange or the","page_number":31,"box":{"x":116,"y":391,"width":751,"height":12}},{"id":"f58f1b03-3fec-437a-a7d2-e889b76b9bc2","block_type":"box","text":"OCC may not at all times be adequate to handle current trading volume; or one or more Exchanges could, for","page_number":31,"box":{"x":116,"y":407,"width":737,"height":12}},{"id":"166b0070-dc60-4a3f-a9ec-293cca31174a","block_type":"box","text":"economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a","page_number":31,"box":{"x":116,"y":422,"width":759,"height":12}},{"id":"8bf78d3e-0881-4605-82df-38033b25c493","block_type":"box","text":"particular class or series of options), in which event the secondary market on that Exchange (or in that class or","page_number":31,"box":{"x":116,"y":438,"width":744,"height":12}},{"id":"840985d2-5711-47c4-a86a-8020d75690f2","block_type":"box","text":"series of options) would cease to exist, although outstanding options that had been issued by the OCC as a result","page_number":31,"box":{"x":117,"y":453,"width":756,"height":12}},{"id":"a252f5d4-6214-4437-b9e8-67eb4e199c5c","block_type":"box","text":"of trades on that Exchange would continue to be exercisable in accordance with their terms.","page_number":31,"box":{"x":116,"y":469,"width":617,"height":12}},{"id":"be8cbf10-b16c-4c6c-b8d6-0c35d4cd532c","block_type":"box","text":"Futures Transactions and Options Risk","page_number":31,"box":{"x":149,"y":497,"width":266,"height":11}},{"id":"a958bee2-facd-4dec-aa99-cf7645e1b3b1","block_type":"box","text":". The primary risks associated with the use of futures contracts and","page_number":31,"box":{"x":415,"y":497,"width":450,"height":12}},{"id":"7d191b91-550c-41d0-b826-67450a657983","block_type":"box","text":"options are (a) the imperfect correlation between the change in market value of the instruments held by the Fund","page_number":31,"box":{"x":116,"y":512,"width":758,"height":12}},{"id":"9ab3717a-83ec-4c97-9f7e-fe63f0b763dd","block_type":"box","text":"and the price of the futures contract or option; (b) possible lack of a liquid secondary market for a futures","page_number":31,"box":{"x":116,"y":528,"width":709,"height":12}},{"id":"cea0e893-31cd-480b-8b3f-2f47ae1e2cec","block_type":"box","text":"contract and the resulting inability to close a futures contract when desired; (c) losses caused by unanticipated","page_number":31,"box":{"x":116,"y":543,"width":741,"height":12}},{"id":"f892bb0b-6621-44f0-97aa-8c6bab3738c8","block_type":"box","text":"market movements, which are potentially unlimited; (d) the Advisor’s inability to predict correctly the direction","page_number":31,"box":{"x":116,"y":559,"width":754,"height":12}},{"id":"aa2ccda2-cbd7-48bd-85c6-9060a11b6833","block_type":"box","text":"of securities prices, interest rates, currency exchange rates and other economic factors; and (e) the possibility that","page_number":31,"box":{"x":116,"y":574,"width":764,"height":12}},{"id":"99696f67-cad3-4d8a-9970-2c9bb8ea112b","block_type":"box","text":"the counterparty will default in the performance of its obligations.","page_number":31,"box":{"x":116,"y":590,"width":444,"height":12}},{"id":"0aa77c00-5023-4eab-aeef-1313c00bcf94","block_type":"box","text":"Investment in futures contracts involves the risk of imperfect correlation between movements in the price of","page_number":31,"box":{"x":150,"y":618,"width":730,"height":11}},{"id":"a6218470-38ab-470c-9b91-bafd8afc7eac","block_type":"box","text":"the futures contract and the price of the security being hedged. The hedge will not be fully effective when there is","page_number":31,"box":{"x":116,"y":633,"width":765,"height":12}},{"id":"665358f1-9b7b-4de6-b660-e59d173738c2","block_type":"box","text":"imperfect correlation between the movements in the prices of two financial instruments. For example, if the price","page_number":31,"box":{"x":116,"y":649,"width":764,"height":11}},{"id":"6b0723d9-ea85-46da-8a8d-5ae4041f6aa6","block_type":"box","text":"of the futures contract moves more or less than the price of the hedged security, the Fund will experience either a","page_number":31,"box":{"x":116,"y":664,"width":763,"height":12}},{"id":"1e9e628b-cb17-4251-969d-154953731eda","block_type":"box","text":"loss or gain on the futures contract which is not completely offset by movements in the price of the hedged","page_number":31,"box":{"x":116,"y":680,"width":720,"height":11}},{"id":"78d5fcf2-08af-4fdf-bc08-359c477c4c8a","block_type":"box","text":"securities. To compensate for imperfect correlations, the Fund may purchase or sell futures contracts in a greater","page_number":31,"box":{"x":117,"y":695,"width":758,"height":12}},{"id":"a0755e08-a638-4c5e-b449-701bed7aea50","block_type":"box","text":"dollar amount than the hedged securities if the volatility of the hedged securities is historically greater than the","page_number":31,"box":{"x":116,"y":711,"width":746,"height":11}},{"id":"a840eec3-a442-46c8-af93-c802761ce473","block_type":"box","text":"volatility of the futures contracts. Conversely, the Fund may purchase or sell fewer futures contracts if the","page_number":31,"box":{"x":116,"y":726,"width":714,"height":12}},{"id":"369f323b-b919-49f0-a144-7b0f250216b6","block_type":"box","text":"volatility of the price of the hedged securities is historically lower than that of the futures contracts.","page_number":31,"box":{"x":116,"y":742,"width":669,"height":11}},{"id":"3dfb1a05-d4da-40c5-b68a-74278b370814","block_type":"box","text":"The particular securities comprising the index underlying a securities index financial futures contract may","page_number":31,"box":{"x":150,"y":770,"width":714,"height":11}},{"id":"929bc33f-8437-4845-8788-fda2143004d2","block_type":"box","text":"vary from the securities held by the Fund. As a result, the Fund’s ability to hedge effectively all or a portion of","page_number":31,"box":{"x":116,"y":785,"width":747,"height":12}},{"id":"25c327a4-0deb-4a2c-92b3-50332bbf9f30","block_type":"box","text":"the value of its securities through the use of such financial futures contracts will depend in part on the degree to","page_number":31,"box":{"x":116,"y":801,"width":752,"height":11}},{"id":"658f15d1-b409-4947-b65d-42185b30bf73","block_type":"box","text":"which price movements in the index underlying the financial futures contract correlate with the price movements","page_number":31,"box":{"x":116,"y":816,"width":761,"height":12}},{"id":"763c0fe2-04ed-4884-abb6-adf9cd3d4e74","block_type":"box","text":"of the securities held by the Fund. The correlation may be affected by disparities in the average maturity, ratings,","page_number":31,"box":{"x":116,"y":832,"width":761,"height":11}},{"id":"62006a76-bfad-464e-a4ee-8d16f066de9b","block_type":"box","text":"geographical mix or structure of the Fund’s investments as compared to those comprising the securities index and","page_number":31,"box":{"x":116,"y":847,"width":767,"height":12}},{"id":"253d4c11-f08b-47cf-b4e1-36268e5d1c23","block_type":"box","text":"general economic or political factors. In addition, the correlation between movements in the value of the","page_number":31,"box":{"x":116,"y":863,"width":703,"height":11}},{"id":"42a0d0a1-8e18-4685-a2de-406ad458412d","block_type":"box","text":"securities index may be subject to change over time as additions to and deletions from the securities index alter","page_number":31,"box":{"x":117,"y":878,"width":748,"height":12}},{"id":"cb0c4022-dc9c-4e42-91eb-8145a43067fd","block_type":"box","text":"S-28","page_number":31,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"c9783920-67aa-41ed-b458-72ff5a998e26","block_type":"box","text":"NM1026U-5982768-31/119","page_number":31,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"4571304f-8244-4ee3-8b15-82608068d5de","block_type":"box","text":"its structure. The correlation between futures contracts on U.S. Government securities and the securities held by","page_number":32,"box":{"x":116,"y":88,"width":754,"height":11}},{"id":"4274e33b-ccea-4863-ade5-68c6e9d621b9","block_type":"box","text":"the Fund may be adversely affected by similar factors and the risk of imperfect correlation between movements","page_number":32,"box":{"x":116,"y":103,"width":751,"height":12}},{"id":"bc8289db-170a-43f4-a3c2-f5352010459e","block_type":"box","text":"in the prices of such futures contracts and the prices of securities held by the Fund may be greater. The trading of","page_number":32,"box":{"x":116,"y":119,"width":764,"height":11}},{"id":"8c488916-30a6-496d-b9a9-855c3e0d56cf","block_type":"box","text":"futures contracts also is subject to certain market risks, such as inadequate trading activity, which could at times","page_number":32,"box":{"x":116,"y":134,"width":755,"height":12}},{"id":"dcc26c25-48cd-41df-86f6-43958d6e3e98","block_type":"box","text":"make it difficult or impossible to liquidate existing positions.","page_number":32,"box":{"x":116,"y":150,"width":410,"height":11}},{"id":"3f58e8bc-3cd7-4262-bbc9-feacf0ce290f","block_type":"box","text":"The Fund may liquidate futures contracts it enters into through offsetting transactions on the applicable","page_number":32,"box":{"x":150,"y":178,"width":695,"height":12}},{"id":"11b93aa4-eab8-4438-aa9e-a17aa2839ca7","block_type":"box","text":"contract market. There can be no assurance, however, that a liquid secondary market will exist for any particular","page_number":32,"box":{"x":116,"y":193,"width":758,"height":12}},{"id":"1733d8a6-948d-44b9-9bc9-957f646802e5","block_type":"box","text":"futures contract at any specific time. Thus, it may not be possible to close out a futures position. In the event of","page_number":32,"box":{"x":116,"y":209,"width":750,"height":12}},{"id":"859b791a-a2b3-4fec-9d97-43324907a296","block_type":"box","text":"adverse price movements, the Fund would continue to be required to make daily cash payments of variation","page_number":32,"box":{"x":116,"y":224,"width":727,"height":12}},{"id":"5bfecc98-10db-4bc4-adbe-8e34de69c938","block_type":"box","text":"margin. In such situations, if the Fund has insufficient cash, it may be required to sell portfolio securities to meet","page_number":32,"box":{"x":116,"y":240,"width":761,"height":12}},{"id":"d5b252f1-868d-496e-a872-6c78eaa10045","block_type":"box","text":"daily variation margin requirements at a time when it may be disadvantageous to do so. The inability to close out","page_number":32,"box":{"x":116,"y":255,"width":762,"height":12}},{"id":"d4596405-53fb-40ba-b0b9-be20ae64d87f","block_type":"box","text":"futures positions also could have an adverse impact on the Fund’s ability to hedge effectively its investments in","page_number":32,"box":{"x":116,"y":271,"width":751,"height":12}},{"id":"852d7508-0e2f-4b0f-bd2e-f296932d963b","block_type":"box","text":"securities. The liquidity of a secondary market in a futures contract may be adversely affected by “daily price","page_number":32,"box":{"x":117,"y":286,"width":736,"height":12}},{"id":"3cfd6af4-506b-4d4e-be72-859b9b92d512","block_type":"box","text":"fluctuation limits” established by commodity exchanges which limit the amount of fluctuation in a futures","page_number":32,"box":{"x":116,"y":302,"width":715,"height":12}},{"id":"0af1960d-3c7f-49ea-8334-d53bcfbc8910","block_type":"box","text":"contract price during a single trading day. Once the daily limit has been reached in the contract, no trades may be","page_number":32,"box":{"x":116,"y":317,"width":763,"height":12}},{"id":"deab5409-4df9-4de7-891d-81b6cb8d54ca","block_type":"box","text":"entered into at a price beyond the limit, thus preventing the liquidation of open futures positions. Prices have in","page_number":32,"box":{"x":116,"y":333,"width":750,"height":12}},{"id":"335b21ee-241f-4c08-a3df-8434e684c214","block_type":"box","text":"the past moved beyond the daily limit on a number of consecutive trading days.","page_number":32,"box":{"x":116,"y":348,"width":535,"height":12}},{"id":"5e7a2a69-752e-4079-b3dc-3182bd7247f2","block_type":"box","text":"The successful use of transactions in futures and related options also depends on the ability of the Advisor to","page_number":32,"box":{"x":150,"y":377,"width":732,"height":11}},{"id":"75a06904-aa11-4c87-a444-d9999ea02a6a","block_type":"box","text":"forecast correctly the direction and extent of interest rate movements within a given time frame. To the extent","page_number":32,"box":{"x":116,"y":392,"width":740,"height":12}},{"id":"c66ec8db-1111-4d2f-a099-8136e9eb51c6","block_type":"box","text":"interest rates remain stable during the period in which a futures contract or option is held by the Fund or such","page_number":32,"box":{"x":116,"y":408,"width":737,"height":11}},{"id":"38943460-01b4-4bf0-a491-6dddf1a89892","block_type":"box","text":"rates move in a direction opposite to that anticipated, the Fund may realize a loss on the Strategic Transaction","page_number":32,"box":{"x":116,"y":423,"width":739,"height":12}},{"id":"12c9323d-d428-40d8-97cd-91c07f905637","block_type":"box","text":"which is not fully or partially offset by an increase in the value of portfolio securities. As a result, the Fund’s","page_number":32,"box":{"x":116,"y":439,"width":733,"height":11}},{"id":"8f6df682-9681-4018-bb3f-29a6e73e4f8b","block_type":"box","text":"total return for such period may be less than if it had not engaged in the Strategic Transaction.","page_number":32,"box":{"x":116,"y":454,"width":633,"height":12}},{"id":"20fb1311-464d-48a5-8d47-618b9ecb60ec","block_type":"box","text":"Because of low initial margin deposits made upon the opening of a futures position, futures transactions","page_number":32,"box":{"x":150,"y":483,"width":699,"height":11}},{"id":"feaad7d4-4727-4f59-8053-6b334b952176","block_type":"box","text":"involve substantial leverage. As a result, relatively small movements in the price of the futures contracts can","page_number":32,"box":{"x":116,"y":498,"width":730,"height":12}},{"id":"67f1fb89-fb7c-42a5-8550-dcb533785c8b","block_type":"box","text":"result in substantial unrealized gains or losses. There is also the risk of loss by the Fund of margin deposits in the","page_number":32,"box":{"x":116,"y":514,"width":762,"height":11}},{"id":"c58be020-5731-4984-9893-15821db47ead","block_type":"box","text":"event of bankruptcy of a broker with which the Fund has an open position in a financial futures contract. Because","page_number":32,"box":{"x":116,"y":529,"width":764,"height":12}},{"id":"e70ae49a-b6b7-4be9-8a42-4f702a014a58","block_type":"box","text":"the Fund will engage in the purchase and sale of futures contracts for hedging purposes or to seek to enhance the","page_number":32,"box":{"x":116,"y":545,"width":759,"height":11}},{"id":"63fdf30e-51b4-4a2b-9b0c-0b4a5bce7bcf","block_type":"box","text":"Fund’s return, any losses incurred in connection therewith may, if the strategy is successful, be offset in whole or","page_number":32,"box":{"x":116,"y":560,"width":764,"height":12}},{"id":"69ecdc8a-37ed-4383-805e-e6c6696d580c","block_type":"box","text":"in part by increases in the value of securities held by the Fund or decreases in the price of securities the Fund","page_number":32,"box":{"x":116,"y":576,"width":735,"height":11}},{"id":"8438e557-8384-46de-bbff-6e5f2a84d488","block_type":"box","text":"intends to acquire.","page_number":32,"box":{"x":116,"y":591,"width":123,"height":12}},{"id":"f68abb89-4411-444a-bdb2-dd79b00c4d63","block_type":"box","text":"The amount of risk the Fund assumes when it purchases an option on a futures contract is the premium paid","page_number":32,"box":{"x":150,"y":620,"width":726,"height":11}},{"id":"d7f14d0e-9c8f-44f7-9f80-dabd86ec09ec","block_type":"box","text":"for the option plus related transaction costs. In addition to the correlation risks discussed above, the purchase of","page_number":32,"box":{"x":116,"y":635,"width":753,"height":12}},{"id":"159975f9-3329-46ce-a8c0-403599dfb29c","block_type":"box","text":"an option on a futures contract also entails the risk that changes in the value of the underlying futures contract","page_number":32,"box":{"x":116,"y":651,"width":740,"height":11}},{"id":"5a3ce83c-583f-4abd-aaaf-227655051de5","block_type":"box","text":"will not be fully reflected in the value of the option purchased.","page_number":32,"box":{"x":116,"y":666,"width":420,"height":12}},{"id":"e21e821f-2d25-4938-a0c8-541cca0fecae","block_type":"box","text":"General Risk Factors in Hedging Foreign Currency","page_number":32,"box":{"x":150,"y":694,"width":350,"height":12}},{"id":"337e5a5f-6a4a-4ee2-8bb6-a1cf0652cc0c","block_type":"box","text":". Hedging transactions involving Currency Instruments","page_number":32,"box":{"x":502,"y":694,"width":368,"height":12}},{"id":"aa4d1b56-be81-43f0-aecd-d17d9405fe02","block_type":"box","text":"involve substantial risks, including correlation risk. While the Fund’s use of Currency Instruments to effect","page_number":32,"box":{"x":116,"y":710,"width":723,"height":12}},{"id":"1e397683-613f-4b41-a485-0a32b32f60a4","block_type":"box","text":"hedging strategies is intended to reduce the volatility of the NAV of the Fund’s Shares, the NAV of the Fund’s","page_number":32,"box":{"x":116,"y":725,"width":746,"height":12}},{"id":"ef67df13-01a7-43da-9d94-110dd400d7b2","block_type":"box","text":"Shares will fluctuate. Moreover, although Currency Instruments may be used with the intention of hedging","page_number":32,"box":{"x":116,"y":741,"width":719,"height":12}},{"id":"18bb8c48-c53c-4da5-b546-1b0d98a1df90","block_type":"box","text":"against adverse currency movements, transactions in Currency Instruments involve the risk that anticipated","page_number":32,"box":{"x":116,"y":757,"width":722,"height":11}},{"id":"0a670f05-bd0d-4c2c-b18f-f927dc8c68b5","block_type":"box","text":"currency movements will not be accurately predicted and that the Fund’s hedging strategies will be ineffective.","page_number":32,"box":{"x":116,"y":772,"width":748,"height":12}},{"id":"7dd46056-7058-48b8-8d21-eb8fb97b3891","block_type":"box","text":"To the extent that the Fund hedges against anticipated currency movements that do not occur, the Fund may","page_number":32,"box":{"x":116,"y":788,"width":727,"height":11}},{"id":"b7b00e0d-6582-4cb6-a5f8-a6f6daffdeff","block_type":"box","text":"realize losses and decrease its total return as the result of its hedging transactions. Furthermore, the Fund will","page_number":32,"box":{"x":116,"y":803,"width":736,"height":12}},{"id":"384fd233-2d75-4ee4-bfe6-ac9937219e56","block_type":"box","text":"only engage in hedging activities from time to time and may not be engaging in hedging activities when","page_number":32,"box":{"x":116,"y":819,"width":701,"height":11}},{"id":"91f9e34e-1d30-4518-a4ac-325996b3e6e1","block_type":"box","text":"movements in currency exchange rates occur.","page_number":32,"box":{"x":116,"y":834,"width":307,"height":12}},{"id":"374e1082-09bd-46a6-8337-c25e4c25bbc6","block_type":"box","text":"It may not be possible for the Fund to hedge against currency exchange rate movements, even if correctly","page_number":32,"box":{"x":150,"y":862,"width":711,"height":12}},{"id":"eabb2719-618d-4bf7-8678-6754b89815c8","block_type":"box","text":"anticipated, in the event that (i) the currency exchange rate movement is so generally anticipated that the Fund is","page_number":32,"box":{"x":116,"y":878,"width":759,"height":12}},{"id":"d178cba9-ff05-4ff2-a796-2c26805d236d","block_type":"box","text":"S-29","page_number":32,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"bb37f24f-8c11-493d-aeb1-c1d2327ae7b3","block_type":"box","text":"NM1026U-5982768-32/119","page_number":32,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"8431d484-3c5e-4496-8cc2-a44e3a54c5ab","block_type":"box","text":"not able to enter into a hedging transaction at an effective price, or (ii) the currency exchange rate movement relates to","page_number":33,"box":{"x":116,"y":88,"width":758,"height":11}},{"id":"6e4e795e-ce08-4ada-b4a1-41ab701c290a","block_type":"box","text":"a market with respect to which Currency Instruments are not available and it is not possible to engage in effective","page_number":33,"box":{"x":116,"y":103,"width":728,"height":12}},{"id":"20e5ef1c-2f1e-4e01-821d-5cacf47d61d9","block_type":"box","text":"foreign currency hedging. The cost to the Fund of engaging in foreign currency transactions varies with such factors as","page_number":33,"box":{"x":116,"y":119,"width":762,"height":11}},{"id":"0651857b-647d-4eea-9166-f421ab13d45a","block_type":"box","text":"the currencies involved, the length of the contract period and the market conditions then prevailing. Since transactions","page_number":33,"box":{"x":116,"y":134,"width":756,"height":12}},{"id":"728cdbc4-d9cf-4c1e-83e8-7f861488ab35","block_type":"box","text":"in foreign currency exchange usually are conducted on a principal basis, no fees or commissions are involved.","page_number":33,"box":{"x":116,"y":150,"width":705,"height":11}},{"id":"05b87099-2aa7-4d90-a4fb-04dd9cbfbe6d","block_type":"box","text":"Foreign Currency Forwards Risk","page_number":33,"box":{"x":149,"y":177,"width":227,"height":12}},{"id":"ba9c0624-7c35-4f1c-9ce7-dc9171cb7ac9","block_type":"box","text":". Forward foreign currency exchange contracts do not eliminate","page_number":33,"box":{"x":377,"y":177,"width":426,"height":12}},{"id":"e2aef8ac-f9fe-45e6-b721-ddf65a7fc473","block_type":"box","text":"fluctuations in the value of Non-U.S. Securities (as defined in the prospectus) but rather allow the Fund to","page_number":33,"box":{"x":116,"y":193,"width":714,"height":12}},{"id":"e23587ce-9a1f-44de-85b7-831d761e527e","block_type":"box","text":"establish a fixed rate of exchange for a future point in time. This strategy can have the effect of reducing returns","page_number":33,"box":{"x":116,"y":209,"width":755,"height":11}},{"id":"8b39b20c-ebdc-4a7e-b446-acc959294133","block_type":"box","text":"and minimizing opportunities for gain.","page_number":33,"box":{"x":116,"y":224,"width":259,"height":12}},{"id":"ac7294f2-5984-4e26-9d1b-86df8b3b3f0c","block_type":"box","text":"In connection with its trading in forward foreign currency contracts, the Fund will contract with a foreign or","page_number":33,"box":{"x":150,"y":252,"width":728,"height":12}},{"id":"7745f889-f82a-44df-adec-c7765424b50a","block_type":"box","text":"domestic bank, or foreign or domestic securities dealer, to make or take future delivery of a specified amount of a","page_number":33,"box":{"x":116,"y":267,"width":767,"height":12}},{"id":"e680f9d3-4473-461b-9832-5d8e5f950523","block_type":"box","text":"particular currency. There are no limitations on daily price moves in such forward contracts, and banks and","page_number":33,"box":{"x":116,"y":283,"width":723,"height":12}},{"id":"5a14d2e2-d878-4e83-bb53-0774fb9f07c3","block_type":"box","text":"dealers are not required to continue to make markets in such contracts. There have been periods during which","page_number":33,"box":{"x":116,"y":298,"width":738,"height":12}},{"id":"2ef96cd8-84af-4850-bc88-943a7b8a041a","block_type":"box","text":"certain banks or dealers have refused to quote prices for such forward contracts or have quoted prices with an","page_number":33,"box":{"x":116,"y":314,"width":738,"height":12}},{"id":"0015b1be-5c5d-4179-b10d-4148afefb3b6","block_type":"box","text":"unusually wide spread between the price at which the bank or dealer is prepared to buy and that at which it is","page_number":33,"box":{"x":116,"y":329,"width":735,"height":12}},{"id":"adb984cf-eee8-418a-a9d9-93e5428660fe","block_type":"box","text":"prepared to sell. Governmental imposition of credit controls might limit any such forward contract trading. With","page_number":33,"box":{"x":116,"y":345,"width":758,"height":12}},{"id":"511d615b-320e-4b05-943a-ffe225f568b7","block_type":"box","text":"respect to its trading of forward contracts, if any, the Fund will be subject to the risk of bank or dealer failure and","page_number":33,"box":{"x":116,"y":360,"width":763,"height":12}},{"id":"711c98c4-756b-4b28-8f9e-11e7a97feb88","block_type":"box","text":"the inability of, or refusal by, a bank or dealer to perform with respect to such contracts. Any such default would","page_number":33,"box":{"x":116,"y":376,"width":759,"height":12}},{"id":"4d31733c-57a2-44f5-83ef-8fb891910f40","block_type":"box","text":"deprive the Fund of any profit potential or force the Fund to cover its commitments for resale, if any, at the then","page_number":33,"box":{"x":116,"y":391,"width":755,"height":12}},{"id":"b3f30108-b1ce-4f9e-8941-5eec11716a57","block_type":"box","text":"market price and could result in a loss to the Fund.","page_number":33,"box":{"x":116,"y":407,"width":340,"height":12}},{"id":"1f0bfdba-f3a2-4e0a-a107-3f1c4bd05f86","block_type":"box","text":"The Fund may also engage in proxy hedging transactions to reduce the effect of currency fluctuations on the","page_number":33,"box":{"x":150,"y":435,"width":730,"height":11}},{"id":"2210487e-856e-4b5a-9ca7-8484d8613a41","block_type":"box","text":"value of existing or anticipated holdings of portfolio securities. Proxy hedging is often used when the currency to","page_number":33,"box":{"x":116,"y":450,"width":763,"height":12}},{"id":"ee1aad97-ebfe-4afd-ab93-934b0dc57b0d","block_type":"box","text":"which the Fund is exposed is difficult to hedge or to hedge against the dollar. Proxy hedging entails entering into","page_number":33,"box":{"x":116,"y":466,"width":761,"height":11}},{"id":"c02b563a-fd89-4c31-9a6a-6900a02e3e00","block_type":"box","text":"a forward contract to sell a currency whose changes in value are generally considered to be linked to a currency","page_number":33,"box":{"x":116,"y":481,"width":752,"height":12}},{"id":"b87276c6-cf69-484e-b409-8b3682fad152","block_type":"box","text":"or currencies in which some or all of the Fund’s securities are, or are expected to be, denominated, and to buy","page_number":33,"box":{"x":116,"y":497,"width":740,"height":12}},{"id":"1ce28ecf-4197-494c-95da-e86c881dbca9","block_type":"box","text":"U.S. dollars. Proxy hedging involves some of the same risks and considerations as other transactions with similar","page_number":33,"box":{"x":116,"y":512,"width":764,"height":12}},{"id":"0949a2bc-a31c-42da-a261-d930dd373977","block_type":"box","text":"instruments. Currency transactions can result in losses to the Fund if the currency being hedged fluctuates in","page_number":33,"box":{"x":116,"y":528,"width":731,"height":12}},{"id":"4e071681-7052-400a-b60a-371c48e5cd7c","block_type":"box","text":"value to a degree or in a direction that is not anticipated. In addition, there is the risk that the perceived linkage","page_number":33,"box":{"x":116,"y":543,"width":747,"height":12}},{"id":"808f4edb-26d5-4ca5-8ad5-400229542823","block_type":"box","text":"between various currencies may not be present or may not be present during the particular time that the Fund is","page_number":33,"box":{"x":116,"y":559,"width":750,"height":12}},{"id":"b5f8ae9e-e11a-4075-952b-31ff47b9cd20","block_type":"box","text":"engaging in proxy hedging. The Fund may also cross-hedge currencies by entering into forward contracts to sell","page_number":33,"box":{"x":116,"y":574,"width":756,"height":12}},{"id":"a232812a-f159-48ba-bf65-d5745519e23d","block_type":"box","text":"one or more currencies that are expected to decline in value relative to other currencies to which the Fund has or","page_number":33,"box":{"x":116,"y":590,"width":758,"height":12}},{"id":"7c812cc8-dcb4-4257-9300-4ecd08fdcd50","block_type":"box","text":"in which the Fund expects to have portfolio exposure. For example, the Fund may hold both Canadian","page_number":33,"box":{"x":116,"y":605,"width":689,"height":12}},{"id":"26fffca1-0221-454b-8535-80ea323f6620","block_type":"box","text":"government bonds and Japanese government bonds, and the Advisor may believe that Canadian dollars will","page_number":33,"box":{"x":116,"y":621,"width":726,"height":12}},{"id":"5a761b97-3c18-46ae-be7a-2b329939a7e6","block_type":"box","text":"deteriorate against Japanese yen. The Fund would sell Canadian dollars to reduce its exposure to that currency","page_number":33,"box":{"x":116,"y":636,"width":743,"height":12}},{"id":"70845740-7b15-47d8-84fd-454e565c21a4","block_type":"box","text":"and buy Japanese yen. This strategy would be a hedge against a decline in the value of Canadian dollars,","page_number":33,"box":{"x":116,"y":652,"width":704,"height":12}},{"id":"ef7c6afe-40a4-47f9-b4f7-e917edd17960","block_type":"box","text":"although it would expose the Fund to declines in the value of the Japanese yen relative to the U.S. dollar.","page_number":33,"box":{"x":116,"y":667,"width":706,"height":12}},{"id":"b44632cf-842e-475d-b9a0-73ea72b89589","block_type":"box","text":"Some of the forward non-U.S. currency contracts entered into by the Fund may be classified as","page_number":33,"box":{"x":150,"y":695,"width":640,"height":12}},{"id":"92fe2f0f-3bd3-4437-80b4-bd6ab4687190","block_type":"box","text":"non-deliverable forwards (“NDFs”). NDFs are cash-settled, short-term forward contracts that may be thinly","page_number":33,"box":{"x":116,"y":711,"width":725,"height":11}},{"id":"c98e544a-2525-46fa-8800-15c665195ec3","block_type":"box","text":"traded or are denominated in non-convertible foreign currency, where the profit or loss at the time at the","page_number":33,"box":{"x":116,"y":726,"width":702,"height":12}},{"id":"98119d06-0c3b-4d72-a9fb-85f07709d227","block_type":"box","text":"settlement date is calculated by taking the difference between the agreed upon exchange rate and the spot rate at","page_number":33,"box":{"x":117,"y":742,"width":755,"height":11}},{"id":"888dc060-9200-4547-8e8f-449337c887a6","block_type":"box","text":"the time of settlement, for an agreed upon notional amount of funds. All NDFs have a fixing date and a","page_number":33,"box":{"x":116,"y":757,"width":695,"height":12}},{"id":"4db3b158-0d12-4cc0-8917-6cf0b4d678c7","block_type":"box","text":"settlement date. The fixing date is the date at which the difference between the prevailing market exchange rate","page_number":33,"box":{"x":117,"y":773,"width":750,"height":11}},{"id":"c084c981-7230-4734-b9ba-6b91243b8f17","block_type":"box","text":"and the agreed upon exchange rate is calculated. The settlement date is the date by which the payment of the","page_number":33,"box":{"x":116,"y":788,"width":731,"height":12}},{"id":"b49bcdda-964e-49b8-b879-ade0c4ad5437","block_type":"box","text":"difference is due to the party receiving payment. NDFs are commonly quoted for time periods of one month up to","page_number":33,"box":{"x":116,"y":804,"width":766,"height":11}},{"id":"2abb10e9-ecbe-4b03-8f5e-960bd168a4d9","block_type":"box","text":"two years, and are normally quoted and settled in U.S. dollars. They are often used to gain exposure to and/or","page_number":33,"box":{"x":116,"y":819,"width":738,"height":12}},{"id":"0efa27bc-9215-4cd6-970e-fe6343c937db","block_type":"box","text":"hedge exposure to foreign currencies that are not internationally traded.","page_number":33,"box":{"x":116,"y":835,"width":481,"height":11}},{"id":"b460fe94-0f75-4a1a-869b-e4726c2111b8","block_type":"box","text":"Currency Futures Risk","page_number":33,"box":{"x":150,"y":863,"width":153,"height":11}},{"id":"3ef329bf-0810-45aa-b61a-2bb806f17bca","block_type":"box","text":". The Fund may also seek to hedge against the decline in the value of a currency or to","page_number":33,"box":{"x":304,"y":863,"width":574,"height":11}},{"id":"c8e47e00-609b-4db9-9bcb-308a03d76282","block_type":"box","text":"enhance returns through use of currency futures or options thereon. Currency futures are similar to forward","page_number":33,"box":{"x":116,"y":878,"width":722,"height":12}},{"id":"f6f9febb-e456-47ed-8e91-5cc9e964b13c","block_type":"box","text":"S-30","page_number":33,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"b3bb9dc3-1233-4d91-a37e-952ef46cc5fb","block_type":"box","text":"NM1026U-5982768-33/119","page_number":33,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"98f03f75-e724-41da-806a-77e2481f1f55","block_type":"box","text":"foreign exchange transactions except that futures are standardized, exchange-traded contracts while forward","page_number":34,"box":{"x":116,"y":88,"width":728,"height":11}},{"id":"b85b7970-9744-488f-9d18-fe170cbe8e97","block_type":"box","text":"foreign exchange transactions are traded in the OTC market. Currency futures involve substantial currency risk,","page_number":34,"box":{"x":116,"y":103,"width":753,"height":12}},{"id":"f9fd2ff9-a1fb-483a-aa93-8b97c4c2a4eb","block_type":"box","text":"and also involve leverage risk.","page_number":34,"box":{"x":116,"y":119,"width":204,"height":11}},{"id":"5686fb17-7d48-4c42-b6f1-ac66a4362178","block_type":"box","text":"Currency Options Risk","page_number":34,"box":{"x":150,"y":146,"width":154,"height":12}},{"id":"e603535c-7a03-4f27-8646-40e6face8b90","block_type":"box","text":". The Fund may also seek to hedge against the decline in the value of a currency or to","page_number":34,"box":{"x":305,"y":146,"width":574,"height":12}},{"id":"c34a8469-b66a-4d86-b42a-1b6e2ba20076","block_type":"box","text":"enhance returns through the use of currency options. Currency options are similar to options on securities. For","page_number":34,"box":{"x":116,"y":162,"width":743,"height":12}},{"id":"616961f2-3daf-43f5-baea-9161103204fd","block_type":"box","text":"example, in consideration for an option premium the writer of a currency option is obligated to sell (in the case of","page_number":34,"box":{"x":116,"y":177,"width":767,"height":12}},{"id":"a9af962e-50ce-4b51-82f6-2413170a03f7","block_type":"box","text":"a call option) or purchase (in the case of a put option) a specified amount of a specified currency on or before the","page_number":34,"box":{"x":116,"y":193,"width":762,"height":12}},{"id":"3628d3e8-d568-4e5a-be05-9f48080edb74","block_type":"box","text":"expiration date for a specified amount of another currency. The Fund may engage in transactions in options on","page_number":34,"box":{"x":116,"y":209,"width":745,"height":11}},{"id":"81d48f9b-3fca-4489-bd31-ee2f187bb05f","block_type":"box","text":"currencies either on exchanges or OTC markets. Currency options involve substantial currency risk, and may also","page_number":34,"box":{"x":116,"y":224,"width":767,"height":12}},{"id":"0163c5fc-b38d-43a1-9faf-92500503b2de","block_type":"box","text":"involve credit, leverage or liquidity risk.","page_number":34,"box":{"x":116,"y":240,"width":271,"height":11}},{"id":"6ea0627e-58de-45b8-9e75-0b1309266424","block_type":"box","text":"Currency Swaps Risk","page_number":34,"box":{"x":150,"y":267,"width":144,"height":12}},{"id":"88650a99-1057-4d63-962f-9a8155b7914b","block_type":"box","text":". The Fund may enter into currency swaps, which are transactions in which one","page_number":34,"box":{"x":295,"y":267,"width":532,"height":12}},{"id":"ea5a48ed-2478-4976-812a-140289ffd9ad","block_type":"box","text":"currency is simultaneously bought for a second currency on a spot basis and sold for the second currency on a","page_number":34,"box":{"x":116,"y":283,"width":741,"height":12}},{"id":"bc2ebd1b-6efd-48e8-b2f1-94a95d5b148e","block_type":"box","text":"forward basis. Currency swaps involve the exchange of the rights of the Fund and another party to make or","page_number":34,"box":{"x":116,"y":298,"width":721,"height":12}},{"id":"6453384f-2bb5-44ee-93e2-68db87ff1f1b","block_type":"box","text":"receive payments in specified currencies. Currency swaps usually involve the delivery of the entire principal","page_number":34,"box":{"x":116,"y":314,"width":731,"height":12}},{"id":"c764a598-b190-4abe-8b97-a2706bafa67a","block_type":"box","text":"value of one designated currency in exchange for the other designated currency. Because currency swaps usually","page_number":34,"box":{"x":116,"y":329,"width":761,"height":12}},{"id":"e324dabf-c285-4494-8229-b1d3e90cf54d","block_type":"box","text":"involve the delivery of the entire principal value of one designated currency in exchange for the other designated","page_number":34,"box":{"x":116,"y":345,"width":761,"height":12}},{"id":"113ba066-a78a-4dbc-9e7a-0191986d3c3b","block_type":"box","text":"currency, the entire principal value of a currency swap is subject to the risk that the other party to the swap will","page_number":34,"box":{"x":116,"y":360,"width":750,"height":12}},{"id":"a7b71520-ddc1-4842-bce0-87e8c64b57ec","block_type":"box","text":"default on its contractual delivery obligations.","page_number":34,"box":{"x":116,"y":376,"width":309,"height":12}},{"id":"ef24d058-5aad-4edb-b8fd-b19c442f3d4c","block_type":"box","text":"Over-the-Counter Trading Risk","page_number":34,"box":{"x":150,"y":404,"width":212,"height":11}},{"id":"d5416427-76da-45ab-84d8-23cae66c3867","block_type":"box","text":". The derivative instruments that may be purchased or sold by the Fund may","page_number":34,"box":{"x":363,"y":404,"width":512,"height":11}},{"id":"749e7a0c-baf3-4f6f-82a2-e68864f5b99e","block_type":"box","text":"include instruments not traded on an Exchange. The risk of nonperformance by the counterparty to an instrument","page_number":34,"box":{"x":116,"y":419,"width":762,"height":12}},{"id":"0b177ff6-c05e-49d3-b020-c48ba469c825","block_type":"box","text":"may be greater than, and the ease with which the Fund can dispose of or enter into closing transactions with","page_number":34,"box":{"x":116,"y":435,"width":726,"height":11}},{"id":"c7b40956-36c1-491d-be43-cc76ef487bec","block_type":"box","text":"respect to an instrument may be less than, the risk associated with an exchange traded instrument. In addition,","page_number":34,"box":{"x":116,"y":450,"width":740,"height":12}},{"id":"82950b2d-20e3-4585-a9eb-fb65fd4e0659","block_type":"box","text":"significant disparities may exist between “bid” and “asked” prices for derivative instruments that are not traded","page_number":34,"box":{"x":117,"y":466,"width":750,"height":11}},{"id":"3571f6c9-ef58-40a3-8af0-07ef4148aafc","block_type":"box","text":"on an Exchange. The absence of liquidity may make it difficult or impossible for the Fund to sell such","page_number":34,"box":{"x":116,"y":481,"width":688,"height":12}},{"id":"406491ff-ade7-42ee-b386-deec1885451a","block_type":"box","text":"instruments promptly at an acceptable price. Derivative instruments not traded on exchanges also are not subject","page_number":34,"box":{"x":116,"y":497,"width":759,"height":12}},{"id":"d85eda55-2301-4ea0-be49-acab11477941","block_type":"box","text":"to the same type of government regulation as exchange traded instruments, and many of the protections afforded","page_number":34,"box":{"x":116,"y":512,"width":759,"height":12}},{"id":"c1d5d24e-7b44-40ce-9925-5093b6523915","block_type":"box","text":"to participants in a regulated environment may not be available in connection with the transactions. Because","page_number":34,"box":{"x":116,"y":528,"width":729,"height":12}},{"id":"a556a467-e503-4692-a859-c4c30de203a5","block_type":"box","text":"derivatives traded in OTC markets generally are not guaranteed by an exchange or clearing corporation, to the","page_number":34,"box":{"x":116,"y":543,"width":743,"height":12}},{"id":"ce08b0cc-9acf-4cfa-93fe-b59ec30d3edd","block_type":"box","text":"extent that the Fund has unrealized gains in such instruments or has deposited collateral with its counterparties,","page_number":34,"box":{"x":116,"y":559,"width":749,"height":12}},{"id":"85d261fe-5f18-4e5a-945d-ec5cb41c7147","block_type":"box","text":"the Fund is at risk that its counterparties will become bankrupt or otherwise fail to honor its obligations. Any","page_number":34,"box":{"x":116,"y":574,"width":733,"height":12}},{"id":"a9564d36-78da-4875-8b53-ed24fda32768","block_type":"box","text":"such failure to honor its obligations may cause significant losses to the Fund.","page_number":34,"box":{"x":117,"y":590,"width":517,"height":12}},{"id":"1d602801-e109-4444-b0a6-6dda107b3061","block_type":"box","text":"Rule 18f-4 Under the Investment Company Act.","page_number":34,"box":{"x":149,"y":618,"width":318,"height":11}},{"id":"1b6175b2-6544-4c55-a255-1b3b5cd0ef92","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits the","page_number":34,"box":{"x":473,"y":618,"width":397,"height":11}},{"id":"a6db8d09-9ab3-4c0f-8b55-6d09781b24b1","block_type":"box","text":"Fund to enter into Derivatives Transactions (as defined below) and certain other transactions notwithstanding the","page_number":34,"box":{"x":116,"y":633,"width":762,"height":12}},{"id":"6835a3b7-8232-4068-bcfd-fb24ae85dca3","block_type":"box","text":"restrictions on the issuance of “senior securities” under Section 18 of the Investment Company Act. Section 18 of","page_number":34,"box":{"x":116,"y":649,"width":767,"height":11}},{"id":"8ea54529-b551-4433-9510-3cfc26374248","block_type":"box","text":"the Investment Company Act, among other things, prohibits closed-end funds, including the Fund, from issuing","page_number":34,"box":{"x":116,"y":664,"width":752,"height":12}},{"id":"68013e78-ddb8-4949-b480-1d57a262ee28","block_type":"box","text":"or selling any “senior security” representing indebtedness (unless the fund maintains 300% “asset coverage”) or","page_number":34,"box":{"x":116,"y":680,"width":755,"height":11}},{"id":"d7d0b960-a640-4715-a75b-7c32c7439669","block_type":"box","text":"any senior security representing stock (unless the fund maintains 200% “asset coverage”).","page_number":34,"box":{"x":116,"y":695,"width":606,"height":12}},{"id":"221b2e9a-241f-44dd-a4bf-2a93157077f2","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap","page_number":34,"box":{"x":150,"y":723,"width":665,"height":12}},{"id":"e721b94a-6bd3-4a79-adb5-cc3e2984c43a","block_type":"box","text":"(including a contract for differences), futures contract, forward contract, option (excluding purchased options), any","page_number":34,"box":{"x":116,"y":739,"width":736,"height":11}},{"id":"bc1d5089-5fbe-439c-928f-f0df47936f02","block_type":"box","text":"combination of the foregoing, or any similar instrument, under which the Fund is or may be required to make any","page_number":34,"box":{"x":116,"y":754,"width":728,"height":12}},{"id":"ee46a2de-c040-441f-8c84-5473173d5df2","block_type":"box","text":"payment or delivery of cash or other assets during the life of the instrument or at maturity or early termination, whether","page_number":34,"box":{"x":116,"y":770,"width":764,"height":11}},{"id":"b7d688a7-4652-4be3-887f-86a3ec68c221","block_type":"box","text":"as margin or settlement payment or otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and","page_number":34,"box":{"x":116,"y":785,"width":739,"height":12}},{"id":"a4a0907a-0179-484e-a4c3-b1938bc678d6","block_type":"box","text":"similar financing transactions (e.g., recourse and non-recourse tender option bonds, and borrowed bonds), if the Fund","page_number":34,"box":{"x":117,"y":801,"width":752,"height":11}},{"id":"99e707c0-da41-45eb-bcb6-3bff0d47b2d6","block_type":"box","text":"elects to treat these transactions as Derivatives Transactions under Rule 18f-4; and (4) when-issued or forward-settling","page_number":34,"box":{"x":116,"y":816,"width":760,"height":12}},{"id":"fd74e251-84d4-435c-8cce-abbb04f0766b","block_type":"box","text":"securities (e.g., firm and standby commitments, including to-be-announced (“TBA”) commitments, and dollar rolls)","page_number":34,"box":{"x":117,"y":832,"width":743,"height":11}},{"id":"7dcd7101-5c93-423d-83ba-1212d04f2ea1","block_type":"box","text":"and non-standard settlement cycle securities, unless such transactions meet the Delayed-Settlement Securities","page_number":34,"box":{"x":116,"y":847,"width":702,"height":12}},{"id":"bd7478c3-2e33-4db2-823a-a3a5e388a36a","block_type":"box","text":"Provision (as defined in the prospectus under “The Fund’s Investments—Portfolio Contents and Techniques—When","page_number":34,"box":{"x":116,"y":863,"width":756,"height":11}},{"id":"d91150eb-d479-4efa-bca4-8dc631ac1ce3","block_type":"box","text":"Issued Securities, Delayed Delivery Securities and Forward Commitments”).","page_number":34,"box":{"x":116,"y":878,"width":494,"height":12}},{"id":"5aab7c16-ee3a-43ca-af0e-222b2095194d","block_type":"box","text":"S-31","page_number":34,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"1d4424dc-5579-4342-ab59-bf7b7f5c217f","block_type":"box","text":"NM1026U-5982768-34/119","page_number":34,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"5be8bfba-6a0e-4d95-ba5f-93eb8d245ca2","block_type":"box","text":"Unless the Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must","page_number":35,"box":{"x":150,"y":88,"width":705,"height":11}},{"id":"cd531226-bb3b-4350-8ddb-47779e62c4ac","block_type":"box","text":"comply with Rule 18f-4 with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires the","page_number":35,"box":{"x":116,"y":103,"width":764,"height":12}},{"id":"bea5b103-0c87-463d-bd11-16848d9913ba","block_type":"box","text":"Fund to adopt and implement a comprehensive written derivatives risk management program (“DRMP”) and","page_number":35,"box":{"x":116,"y":119,"width":734,"height":11}},{"id":"00895e46-e3e2-46f4-8e5c-88fe349a3fb7","block_type":"box","text":"comply with a relative or absolute limit on fund leverage risk calculated based on value-at-risk (“VaR”). The","page_number":35,"box":{"x":116,"y":134,"width":734,"height":12}},{"id":"4a401275-0ffe-42a6-9ef0-fe0c1146b1ce","block_type":"box","text":"DRMP is administered by a “derivatives risk manager,” who is appointed by the Fund’s Board of Trustees (the","page_number":35,"box":{"x":116,"y":150,"width":748,"height":11}},{"id":"fab2f304-9f77-4819-8690-7c1dc19254a8","block_type":"box","text":"“Board”), including a majority of the Trustees who are not “interested persons” (as defined in the Investment","page_number":35,"box":{"x":116,"y":165,"width":735,"height":12}},{"id":"c0d601a2-01ea-49e2-991b-6eff9b54a359","block_type":"box","text":"Company Act) (the “Independent Trustees”), and periodically reviews the DRMP and reports to the Board.","page_number":35,"box":{"x":116,"y":181,"width":720,"height":11}},{"id":"53bfb129-b23b-4518-a860-3be69a05bdc2","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if the Fund’s","page_number":35,"box":{"x":150,"y":212,"width":713,"height":11}},{"id":"0d55ed86-825b-4420-ae62-6229098d00e3","block_type":"box","text":"“derivatives exposure” is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the","page_number":35,"box":{"x":116,"y":227,"width":744,"height":12}},{"id":"69147ce4-ceba-4a7e-ade7-2fe4c4497e5e","block_type":"box","text":"Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks","page_number":35,"box":{"x":116,"y":243,"width":759,"height":11}},{"id":"e7603e21-a710-4d92-8e61-ba05f05cfc6f","block_type":"box","text":"(the “Limited Derivatives User Exception”).","page_number":35,"box":{"x":116,"y":258,"width":298,"height":12}},{"id":"1b11f9cd-93f6-4f51-86bb-b2872facfd15","block_type":"box","text":"Dodd-Frank Regulations.","page_number":35,"box":{"x":149,"y":289,"width":171,"height":12}},{"id":"50381750-40b4-4594-b0b5-d3849ccdb27d","block_type":"box","text":"The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd","page_number":35,"box":{"x":327,"y":289,"width":512,"height":11}},{"id":"d15e1b94-8567-445a-8387-4bc15c0d2813","block_type":"box","text":"Frank”), enacted in July 2010, includes provisions that comprehensively regulate the OTC derivatives markets","page_number":35,"box":{"x":116,"y":305,"width":744,"height":11}},{"id":"478449f8-75cd-4a97-bdde-7b98fd336a82","block_type":"box","text":"for the first time. While the Commodity Futures Trading Commission (“CFTC”) and other U.S. regulators have","page_number":35,"box":{"x":116,"y":320,"width":752,"height":12}},{"id":"56a981ae-85b3-4715-b7b2-9e158ee8aaee","block_type":"box","text":"adopted many of the required Dodd-Frank regulations, certain regulations have only recently become effective","page_number":35,"box":{"x":116,"y":336,"width":746,"height":11}},{"id":"7bf8ca7e-6afe-43c8-a035-9749a2fd561f","block_type":"box","text":"and other regulations remain to be adopted. The full impact of Dodd-Frank on the Fund remains uncertain.","page_number":35,"box":{"x":116,"y":351,"width":718,"height":12}},{"id":"02fe0c35-e52c-40ec-9456-f78e0e80395a","block_type":"box","text":"Many OTC derivatives dealers are required to register with the CFTC as “swap dealers” and/or with the","page_number":35,"box":{"x":150,"y":382,"width":699,"height":12}},{"id":"d3725032-42f5-48b8-86be-89c8597eb6b5","block_type":"box","text":"SEC as “security-based swap dealers”. Registered swap dealers and security-based swap dealers are subject to","page_number":35,"box":{"x":116,"y":398,"width":742,"height":11}},{"id":"c7ccd30e-8de2-4165-a401-e16ddb29f7d7","block_type":"box","text":"various regulatory requirements, including, but not limited to, margin, recordkeeping, reporting, transparency,","page_number":35,"box":{"x":116,"y":413,"width":742,"height":12}},{"id":"9dd8f212-119f-45a6-bb67-26735a0360fc","block_type":"box","text":"position limits, limitations on conflicts of interest, business conduct standards, minimum capital requirements","page_number":35,"box":{"x":116,"y":429,"width":739,"height":11}},{"id":"52127365-0dd7-4c88-a548-05e0bfe8e06b","block_type":"box","text":"and other regulatory requirements, which indirectly impact the Fund that enters into transactions with them.","page_number":35,"box":{"x":116,"y":444,"width":726,"height":12}},{"id":"b5c62fbc-8c3a-4088-a46f-8d5a42d95b43","block_type":"box","text":"The CFTC requires that certain interest rate swaps and certain credit default swaps must be executed in","page_number":35,"box":{"x":150,"y":475,"width":695,"height":12}},{"id":"93442a99-4322-44b3-b170-52aa3622234e","block_type":"box","text":"regulated markets and be submitted for clearing to regulated clearinghouses. The SEC is also expected to impose","page_number":35,"box":{"x":116,"y":491,"width":761,"height":11}},{"id":"2e8cf2cd-ba66-4f60-a372-a802f0efe598","block_type":"box","text":"similar requirements on certain security-based derivatives in the future. OTC derivatives trades submitted for","page_number":35,"box":{"x":117,"y":506,"width":735,"height":12}},{"id":"afcebeca-8ba2-41d1-8076-daa2dca51e05","block_type":"box","text":"clearing are subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as","page_number":35,"box":{"x":116,"y":522,"width":746,"height":11}},{"id":"44fa28a9-bb94-439a-a131-07b06f960f10","block_type":"box","text":"well as margin requirements mandated by the CFTC, SEC and/or federal prudential regulators. In addition,","page_number":35,"box":{"x":116,"y":537,"width":720,"height":12}},{"id":"5b322a17-5e60-4b6f-aa44-4bf587a7a299","block_type":"box","text":"futures commission merchants (“FCMs”), who act as clearing members on behalf of customers for cleared OTC","page_number":35,"box":{"x":116,"y":553,"width":755,"height":11}},{"id":"a161946a-6fa7-4bb8-a7e9-18ed44318f6a","block_type":"box","text":"derivatives and futures contracts, also have discretion to increase the Fund’s margin requirements for these","page_number":35,"box":{"x":116,"y":568,"width":720,"height":12}},{"id":"b1fa97a3-9216-424d-8f8a-1384c8b27a70","block_type":"box","text":"transactions beyond any regulatory and clearinghouse minimums subject to any restrictions on such discretion in","page_number":35,"box":{"x":116,"y":584,"width":760,"height":11}},{"id":"a251ccfd-9d89-4036-9bf2-5d39c2e940c3","block_type":"box","text":"the documentation between the FCM and the customer. These regulatory requirements may make it more","page_number":35,"box":{"x":116,"y":599,"width":710,"height":12}},{"id":"4786da26-24d9-413b-bfcc-61b26f135491","block_type":"box","text":"difficult and costly for the Fund to enter into highly tailored or customized transactions, potentially rendering","page_number":35,"box":{"x":116,"y":615,"width":737,"height":11}},{"id":"0f46d0ae-1afe-4851-be50-f8312cd371a4","block_type":"box","text":"certain investment strategies impossible or not economically feasible. If the Fund decides to execute and clear","page_number":35,"box":{"x":116,"y":630,"width":742,"height":12}},{"id":"e90ccb41-8350-4201-aa3e-452e714db679","block_type":"box","text":"cleared OTC derivatives and/or futures contracts through execution facilities, exchanges or clearinghouses, either","page_number":35,"box":{"x":116,"y":646,"width":765,"height":11}},{"id":"4ac59933-a69d-4381-ac5e-b0bbeaaa8d1e","block_type":"box","text":"indirectly through an executing broker, clearing member FCM or as a direct member, the Fund would be required","page_number":35,"box":{"x":116,"y":661,"width":766,"height":12}},{"id":"4e650b43-a6ed-4d6f-af3b-03b29db2ef4b","block_type":"box","text":"to comply with the rules of the execution facility, exchange or clearinghouse and other applicable law.","page_number":35,"box":{"x":116,"y":677,"width":689,"height":11}},{"id":"a546312e-416b-4346-914d-33beaf1c0913","block_type":"box","text":"With respect to cleared OTC derivatives and futures contracts and options on futures, the Fund will not face","page_number":35,"box":{"x":149,"y":708,"width":728,"height":11}},{"id":"0e0abace-c003-4afc-9528-feeced170441","block_type":"box","text":"a clearinghouse directly but rather will do so through a FCM that is registered with the CFTC and/or SEC and","page_number":35,"box":{"x":116,"y":723,"width":741,"height":12}},{"id":"8c049792-d71b-46e2-a74c-60b3598491a9","block_type":"box","text":"that acts as a clearing member. The Fund may face the indirect risk of the failure of another clearing member","page_number":35,"box":{"x":116,"y":739,"width":735,"height":11}},{"id":"61313fc5-44e3-440a-8676-8ed18d1765c5","block_type":"box","text":"customer to meet its obligations to its clearing member. Such scenario could arise due to a default by the clearing","page_number":35,"box":{"x":116,"y":754,"width":764,"height":12}},{"id":"11b192b0-9339-4e46-a7e9-6d494f719e03","block_type":"box","text":"member on its obligations to the clearinghouse simultaneously with a customer’s failure to meet its obligations to","page_number":35,"box":{"x":116,"y":770,"width":765,"height":11}},{"id":"f70f9754-2e79-4d2a-afb5-09fba941d96e","block_type":"box","text":"the clearing member.","page_number":35,"box":{"x":116,"y":785,"width":141,"height":12}},{"id":"21b70b59-601b-4ca2-a087-b5cf04bc8e38","block_type":"box","text":"Clearing member FCMs are required to post initial margin to the clearinghouses through which they clear","page_number":35,"box":{"x":150,"y":816,"width":713,"height":12}},{"id":"b193f3c6-92b7-45dd-a452-9d0eb997107c","block_type":"box","text":"their customers’ cleared OTC derivatives and futures contracts, instead of using such initial margin in their","page_number":35,"box":{"x":116,"y":832,"width":721,"height":11}},{"id":"c497efab-4f1e-4f3a-ba3b-4011cecb15eb","block_type":"box","text":"businesses, as was widely permitted for OTC derivatives before Dodd-Frank. While an FCM may require its","page_number":35,"box":{"x":116,"y":847,"width":731,"height":12}},{"id":"8636dcb3-7a89-4e09-bd0a-6a83fe3105d8","block_type":"box","text":"customer to post initial margin in excess of clearinghouse requirements, and certain clearinghouses may share a","page_number":35,"box":{"x":116,"y":863,"width":753,"height":11}},{"id":"60256601-71ec-4cc1-81f4-caf3b3352644","block_type":"box","text":"portion of their earnings on initial margin with their clearing members, some portion of the initial margin that is","page_number":35,"box":{"x":116,"y":878,"width":754,"height":12}},{"id":"8ec52979-a4d3-43bb-a548-7e7607d79756","block_type":"box","text":"S-32","page_number":35,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"9a5e4ab1-c568-4d16-9617-a947800f0c5a","block_type":"box","text":"NM1026U-5982768-35/119","page_number":35,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"df08ae28-413c-47ec-849c-bd3400cc5670","block_type":"box","text":"passed through to the clearinghouse does not generate earnings for the FCM. The inability of FCMs to earn the","page_number":36,"box":{"x":116,"y":88,"width":748,"height":11}},{"id":"36cdfd81-bb7a-46b4-b092-a00be0cc4993","block_type":"box","text":"same levels of returns on initial margin for cleared OTC derivatives as they could earn with respect to","page_number":36,"box":{"x":117,"y":103,"width":685,"height":12}},{"id":"316dc06e-007b-487b-b6ed-1a96bad9efdd","block_type":"box","text":"non-cleared OTC derivatives may cause FCMs to charge higher fees, or provide less favorable pricing on cleared","page_number":36,"box":{"x":116,"y":119,"width":763,"height":11}},{"id":"5cac1e0e-e4c9-4a0d-a5c5-10875136b251","block_type":"box","text":"OTC derivatives than swap dealers will provide for non-cleared OTC derivatives. Furthermore, customers,","page_number":36,"box":{"x":116,"y":134,"width":718,"height":12}},{"id":"8f728143-9a50-4a18-9c25-3002f7d257f8","block_type":"box","text":"including the Fund, are subject to additional fees payable to FCMs with respect to cleared OTC derivatives,","page_number":36,"box":{"x":116,"y":150,"width":724,"height":11}},{"id":"f1551bf6-e998-4e08-ac01-61b692e1c0ed","block_type":"box","text":"which may raise the cost to the Fund of clearing as compared to trading non-cleared OTC derivatives bilaterally.","page_number":36,"box":{"x":116,"y":165,"width":758,"height":12}},{"id":"9ca42167-6e57-4875-99cd-0a0792056e91","block_type":"box","text":"With respect to uncleared swaps, registered swap dealers and security-based swap dealers are required to","page_number":36,"box":{"x":149,"y":196,"width":708,"height":12}},{"id":"580b29e7-07e9-4f2b-bd23-7a4f6e670f55","block_type":"box","text":"exchange variation margin with the Fund and may be required by applicable regulations to collect (and in some","page_number":36,"box":{"x":116,"y":212,"width":751,"height":11}},{"id":"59947b4b-f5fc-473b-9b35-1a9fb5cc1e31","block_type":"box","text":"cases exchange) initial margin with the Fund. Both initial and variation margin may be comprised of cash and/or","page_number":36,"box":{"x":116,"y":227,"width":759,"height":12}},{"id":"471f9fac-d55b-45b1-957f-f6038acbeac7","block_type":"box","text":"securities, subject to applicable regulatory haircuts and other restrictions. Shares of investment companies (other","page_number":36,"box":{"x":117,"y":243,"width":758,"height":11}},{"id":"a04ffc91-03fc-4875-949f-55a1bbeae227","block_type":"box","text":"than certain money market funds) may not be posted as collateral under applicable regulations.","page_number":36,"box":{"x":116,"y":258,"width":638,"height":12}},{"id":"7a599ad8-7115-42e4-984b-ffdd71ab6228","block_type":"box","text":"The CFTC, certain foreign regulators, and many futures exchanges have established (and continue to","page_number":36,"box":{"x":150,"y":289,"width":679,"height":12}},{"id":"dc667d57-6b86-4a03-a6cf-82ab9968da23","block_type":"box","text":"evaluate and monitor) speculative position limits (“position limits”) on the maximum speculative position which","page_number":36,"box":{"x":116,"y":305,"width":759,"height":11}},{"id":"1ee67eed-f70f-441b-8b91-995e2369b35d","block_type":"box","text":"any person, or group of persons acting in concert, may hold or control in particular contracts. In addition, U.S.","page_number":36,"box":{"x":116,"y":320,"width":742,"height":12}},{"id":"a567135c-5826-487d-b94e-aa19dfbfdd67","block_type":"box","text":"federal position limits apply to swaps that are economically equivalent to futures contracts on certain agricultural,","page_number":36,"box":{"x":116,"y":336,"width":766,"height":11}},{"id":"03ef1b8f-3acb-4dae-b83f-f51685962e3a","block_type":"box","text":"metals and energy commodities. All positions owned or controlled by the same person or entity, even if in","page_number":36,"box":{"x":116,"y":351,"width":716,"height":12}},{"id":"eacbf8b1-1094-4ffd-b23e-fd167298f8f9","block_type":"box","text":"different accounts, must be aggregated for purposes of complying with the speculative limits. Thus, even if the","page_number":36,"box":{"x":116,"y":367,"width":747,"height":11}},{"id":"5c1d1d62-7a1d-462a-be95-46c1afa76c00","block_type":"box","text":"Fund does not intend to exceed applicable position limits, it is possible that different clients managed by the","page_number":36,"box":{"x":116,"y":382,"width":728,"height":12}},{"id":"126080b1-224f-4b6f-a4a3-882ede9a687a","block_type":"box","text":"Advisor and its affiliates may be aggregated for this purpose. Therefore, the trading decisions of the Advisor may","page_number":36,"box":{"x":116,"y":398,"width":765,"height":11}},{"id":"b274914d-a711-4f7d-ad0f-f6e61156b166","block_type":"box","text":"have to be modified and positions held by the Fund liquidated in order to avoid exceeding such limits. The","page_number":36,"box":{"x":116,"y":413,"width":718,"height":12}},{"id":"0ddaabfa-efc0-42f5-8300-ce1ba493e718","block_type":"box","text":"modification of investment decisions or the elimination of open positions, if it occurs, may adversely affect the","page_number":36,"box":{"x":116,"y":429,"width":748,"height":11}},{"id":"525bc013-1750-466b-91cd-5e106dbd02d3","block_type":"box","text":"profitability of the Fund. A violation of position limits could also lead to regulatory action materially adverse to","page_number":36,"box":{"x":116,"y":444,"width":754,"height":12}},{"id":"66925256-3d28-47b0-8024-46b405f88eab","block_type":"box","text":"the Fund’s investment strategy. The Fund may also be affected by other regimes, including those of the European","page_number":36,"box":{"x":116,"y":460,"width":765,"height":11}},{"id":"51c38659-475b-4c81-a032-aedcfe363ece","block_type":"box","text":"Union and United Kingdom, and trading venues that impose position limits on commodity derivative contracts.","page_number":36,"box":{"x":116,"y":475,"width":750,"height":12}},{"id":"c1f788d3-c644-42cc-a5cf-1de20fc70836","block_type":"box","text":"Additional Regulation of Derivatives.","page_number":36,"box":{"x":148,"y":506,"width":252,"height":12}},{"id":"f52c5210-22cf-463e-a21a-f086dd46ff78","block_type":"box","text":"Regulatory bodies outside the U.S. have also passed, proposed, or","page_number":36,"box":{"x":407,"y":506,"width":444,"height":12}},{"id":"0e20d913-86c5-4693-a003-2f4ce938044b","block_type":"box","text":"may propose in the future, legislation similar to Dodd-Frank or other legislation that could increase the costs of","page_number":36,"box":{"x":116,"y":522,"width":751,"height":11}},{"id":"3db285b3-4661-4de7-ad56-3e0c2514d639","block_type":"box","text":"participating in, or otherwise adversely impact the liquidity of, participating in the commodities markets. For","page_number":36,"box":{"x":116,"y":537,"width":735,"height":12}},{"id":"8e4160c7-4cbb-4758-9ac1-74b142b1d9a9","block_type":"box","text":"example, the European Market Infrastructure Regulation (Regulation (EU) No 648/2012) (“EMIR”) introduced","page_number":36,"box":{"x":116,"y":553,"width":750,"height":11}},{"id":"e66f0792-a540-43d6-a936-330f06dbd3bd","block_type":"box","text":"certain requirements in respect of OTC derivatives including:(i) the mandatory clearing of OTC derivative","page_number":36,"box":{"x":116,"y":568,"width":717,"height":12}},{"id":"574b21e5-1d7c-4bef-a3ee-8df559fddebb","block_type":"box","text":"contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of uncleared OTC","page_number":36,"box":{"x":116,"y":584,"width":751,"height":11}},{"id":"00b213b7-0558-48af-9ef2-819721bc4e9c","block_type":"box","text":"derivative contracts, including the mandatory margining of uncleared OTC derivative contracts; and","page_number":36,"box":{"x":116,"y":599,"width":675,"height":12}},{"id":"b4c0166d-a579-4720-999e-acb697a5a055","block_type":"box","text":"(iii) reporting and recordkeeping requirements in respect of all derivatives contracts. By way of further example,","page_number":36,"box":{"x":116,"y":615,"width":758,"height":11}},{"id":"7977f129-a956-4b7a-bf5f-630567a29ce7","block_type":"box","text":"the European Union Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial","page_number":36,"box":{"x":116,"y":630,"width":767,"height":12}},{"id":"357e57d7-3a1d-4de3-83b7-310a8044fe70","block_type":"box","text":"Instruments Regulation (Regulation (EU) No 600/2014) (together “MiFID II”), which have applied since","page_number":36,"box":{"x":116,"y":646,"width":708,"height":11}},{"id":"e14f997f-7e24-48f0-9962-527782436553","block_type":"box","text":"January 3, 2018, govern the provision of investment services and activities in relation to, as well as the organized","page_number":36,"box":{"x":116,"y":661,"width":763,"height":12}},{"id":"829e99a0-29f0-4120-b472-858b5abcf4f2","block_type":"box","text":"trading of, financial instruments such as shares, bonds, units in collective investment schemes and derivatives. In","page_number":36,"box":{"x":116,"y":677,"width":762,"height":11}},{"id":"3b4e2d86-77a8-4a11-9666-c03a11b6d598","block_type":"box","text":"particular, MiFID II requires European Union Member States to apply position limits to the size of a net position","page_number":36,"box":{"x":116,"y":692,"width":761,"height":12}},{"id":"35f54232-91d7-4449-b4a7-29846d727651","block_type":"box","text":"a person can hold at any time in commodity derivatives traded on European Union trading venues and in","page_number":36,"box":{"x":116,"y":708,"width":705,"height":11}},{"id":"86546cde-a296-4b98-b9fb-d222b08c0e81","block_type":"box","text":"“economically equivalent” OTC contracts. If the requirements of EMIR and MiFID II apply, the cost of","page_number":36,"box":{"x":116,"y":723,"width":701,"height":12}},{"id":"c4474c54-f6d9-4a92-8678-a7a9a4ca8db9","block_type":"box","text":"derivatives transactions is expected to increase.","page_number":36,"box":{"x":116,"y":739,"width":318,"height":11}},{"id":"3f0c1b33-ec79-4a42-a593-74291d4c2620","block_type":"box","text":"In addition, regulations adopted by global prudential regulators require certain prudentially regulated","page_number":36,"box":{"x":150,"y":770,"width":680,"height":11}},{"id":"32d41944-15ed-4cfc-af04-912ebd0de99e","block_type":"box","text":"entities and certain of their affiliates and subsidiaries (including swap dealers) to include in their derivatives","page_number":36,"box":{"x":116,"y":785,"width":728,"height":12}},{"id":"9645e945-1cac-4bb7-9ea9-8e871bf2a4c5","block_type":"box","text":"contracts and certain other financial contracts, terms that delay or restrict the rights of counterparties (such as the","page_number":36,"box":{"x":116,"y":801,"width":761,"height":11}},{"id":"955474cd-7c5a-4029-8dfe-ed519e2e2dd4","block_type":"box","text":"Fund) to terminate such contracts, foreclose upon collateral, exercise other default rights or restrict transfers of","page_number":36,"box":{"x":116,"y":816,"width":748,"height":12}},{"id":"c707053a-971d-4b3b-9a2e-cfc337bca56f","block_type":"box","text":"credit support in the event that the prudentially regulated entity and/or its affiliates are subject to certain types of","page_number":36,"box":{"x":116,"y":832,"width":760,"height":11}},{"id":"32401edb-0497-4061-bb4e-67136ee016fd","block_type":"box","text":"resolution or insolvency proceedings. Similar regulations and laws have been adopted in non-U.S. jurisdictions","page_number":36,"box":{"x":116,"y":847,"width":748,"height":12}},{"id":"6d714c32-b22b-4edc-b139-55f518860b7c","block_type":"box","text":"that may apply to the Fund’s counterparties located in those jurisdictions. In particular, in the United Kingdom","page_number":36,"box":{"x":116,"y":863,"width":746,"height":11}},{"id":"5d1c3fc1-ffbd-486e-ae49-3ca3deb2f828","block_type":"box","text":"and the European Union, governmental authorities could reduce, eliminate or convert to equity the liabilities to a","page_number":36,"box":{"x":116,"y":878,"width":760,"height":12}},{"id":"d8851b8e-f843-40c6-9ef2-7e658e961786","block_type":"box","text":"S-33","page_number":36,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"973bee1e-4c5d-4be1-a190-9bb39012ea34","block_type":"box","text":"NM1026U-5982768-36/119","page_number":36,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"4a0c21f2-bc7f-4dba-89e6-238f06068030","block_type":"box","text":"Fund of a counterparty experiencing financial difficulties (sometimes referred to as a “bail in”). It is possible that","page_number":37,"box":{"x":116,"y":88,"width":764,"height":11}},{"id":"3da2605e-46f4-4b71-b298-b38c111fb937","block_type":"box","text":"these requirements, as well as potential additional related government regulation, could adversely affect the","page_number":37,"box":{"x":116,"y":103,"width":725,"height":12}},{"id":"6292965b-e660-4640-abe7-2fddc473d7fa","block_type":"box","text":"Fund’s ability to terminate existing derivatives contracts, exercise default rights or satisfy obligations owed to it","page_number":37,"box":{"x":116,"y":119,"width":755,"height":11}},{"id":"285aecc5-0fce-46ed-8eb4-a78cdfc250df","block_type":"box","text":"with collateral received under such contracts.","page_number":37,"box":{"x":116,"y":134,"width":304,"height":9}},{"id":"914ee272-7c09-4fab-9e1f-c642a0b7266c","block_type":"box","text":"Merger or Other Event Driven Arbitrage Strategies","page_number":37,"box":{"x":116,"y":173,"width":372,"height":11}},{"id":"2ce29e84-4cc1-45d9-a180-194532287c01","block_type":"box","text":"The Fund may invest in companies involved in (or which are the target of) acquisition attempts or takeover or","page_number":37,"box":{"x":150,"y":196,"width":704,"height":12}},{"id":"0bc2c099-c01c-466c-8e8c-810f3f26e5c1","block_type":"box","text":"tender offers or mergers or companies involved in work-outs, liquidations, demergers, spin-offs, reorganizations,","page_number":37,"box":{"x":116,"y":212,"width":723,"height":11}},{"id":"ce2ae2e9-cc2e-4857-9404-ac0d82b1ae96","block_type":"box","text":"bankruptcies, share buy-backs and other capital market transactions or “special situations.” The level of analytical","page_number":37,"box":{"x":116,"y":227,"width":730,"height":12}},{"id":"3d0ebdbc-80e9-4b77-9d5a-c76c671116ff","block_type":"box","text":"sophistication, both financial and legal, necessary for a successful investment in companies experiencing significant","page_number":37,"box":{"x":117,"y":243,"width":742,"height":11}},{"id":"2bf2c423-7bb6-447d-b229-2a9a889fab42","block_type":"box","text":"business and financial distress is unusually high. There is no assurance that the Advisor will correctly evaluate the","page_number":37,"box":{"x":116,"y":258,"width":730,"height":12}},{"id":"51051ef2-e788-4b3a-8f53-656922e6069d","block_type":"box","text":"nature and magnitude of the various factors that could, for example, affect the prospects for a successful reorganization","page_number":37,"box":{"x":116,"y":274,"width":763,"height":11}},{"id":"da797469-913b-4ade-8d50-09164d48f531","block_type":"box","text":"or similar action. There exists the risk that the transaction in which such business enterprise is involved either will be","page_number":37,"box":{"x":116,"y":289,"width":749,"height":12}},{"id":"681b8840-6849-4ad1-bbae-bba7cd17b207","block_type":"box","text":"unsuccessful, take considerable time or will result in a distribution of cash or a new security the value of which will be","page_number":37,"box":{"x":116,"y":305,"width":759,"height":11}},{"id":"655cf93a-f116-4b87-b48a-fdc27d595f14","block_type":"box","text":"less than the purchase price of the security or other financial instrument in respect of which such distribution is","page_number":37,"box":{"x":116,"y":320,"width":709,"height":12}},{"id":"c5d12844-9c1c-4828-a66c-52e306f76701","block_type":"box","text":"received. Acquisitions sometimes fail because the U.S. government, European Union or some other governmental","page_number":37,"box":{"x":116,"y":336,"width":732,"height":11}},{"id":"7c93f1df-2e6c-4c8e-8362-69de37380afc","block_type":"box","text":"entity does not approve of aspects of a transaction due to anti-trust concerns, tax reasons, subsequent disagreements","page_number":37,"box":{"x":116,"y":351,"width":740,"height":12}},{"id":"02804124-a57c-4c9a-ac28-efd084f4c68e","block_type":"box","text":"between the acquirer and target as to management transition or corporate governance matters or changing market","page_number":37,"box":{"x":116,"y":367,"width":726,"height":11}},{"id":"ad3c2ea9-d0a7-43d4-aab5-2befea847438","block_type":"box","text":"conditions. Similarly, if an anticipated transaction does not in fact occur, or takes more time than anticipated, the Fund","page_number":37,"box":{"x":116,"y":382,"width":759,"height":12}},{"id":"de3de54d-bd5f-4817-82bd-3202ef5d0078","block_type":"box","text":"may be required to sell its investment at a loss. As there may be uncertainty concerning the outcome of transactions","page_number":37,"box":{"x":116,"y":398,"width":740,"height":11}},{"id":"e87ed751-3a57-4c72-8d6a-2b75eb642958","block_type":"box","text":"involving financially troubled companies in which the Fund may invest, there is potential risk of loss by the Fund of its","page_number":37,"box":{"x":116,"y":413,"width":763,"height":12}},{"id":"8aaa98b3-1000-465f-8816-95c6167a322a","block_type":"box","text":"entire investment in such companies. In some circumstances, investments may be relatively illiquid making it difficult","page_number":37,"box":{"x":116,"y":429,"width":759,"height":11}},{"id":"e4912110-7f78-465d-8670-b6c1301394b5","block_type":"box","text":"to acquire or dispose of them at the prices quoted on the various exchanges. Accordingly, the Fund’s ability to respond","page_number":37,"box":{"x":116,"y":444,"width":761,"height":12}},{"id":"ef3c3131-9328-4950-87ed-8896b9c2c077","block_type":"box","text":"to market movements may be impaired and consequently the Fund may experience adverse price movements upon","page_number":37,"box":{"x":116,"y":460,"width":738,"height":11}},{"id":"87df0e49-741b-425d-918b-500b30453ffc","block_type":"box","text":"liquidation of its investments. Settlement of transactions may be subject to delay and administrative uncertainties. An","page_number":37,"box":{"x":116,"y":475,"width":752,"height":12}},{"id":"67e6e2da-dd8c-4a48-9d04-31e6b7cb94f3","block_type":"box","text":"investment in securities of a company involved in bankruptcy or other reorganization and liquidation proceedings","page_number":37,"box":{"x":116,"y":491,"width":728,"height":11}},{"id":"09e7c3fc-74b1-4dd7-9ae8-8dc603d660ec","block_type":"box","text":"ordinarily remains unpaid unless and until such company successfully reorganizes and/or emerges from bankruptcy,","page_number":37,"box":{"x":116,"y":506,"width":745,"height":12}},{"id":"78eedb13-b78e-423d-9eec-5c09069ff511","block_type":"box","text":"and the Fund may suffer a significant or total loss on any such investment during the relevant proceedings.","page_number":37,"box":{"x":116,"y":522,"width":682,"height":11}},{"id":"8e0c499d-17ad-43aa-a690-67a11ea06981","block_type":"box","text":"Investing in securities of companies in a special situation or otherwise in distress requires active monitoring","page_number":37,"box":{"x":150,"y":553,"width":727,"height":11}},{"id":"de1f1490-053a-4ba4-aa74-b0856a95cf46","block_type":"box","text":"of such companies and may, at times, require active participation by the Fund (including by way of board","page_number":37,"box":{"x":116,"y":568,"width":711,"height":12}},{"id":"38af14e7-bb4b-4b6a-85c1-4d675f2b4eec","block_type":"box","text":"membership or corporate governance oversight) in the management or in the bankruptcy or reorganization","page_number":37,"box":{"x":116,"y":584,"width":716,"height":11}},{"id":"ac049390-29d3-4b47-9209-faf5ea517ccb","block_type":"box","text":"proceedings of such companies. Such involvement may restrict the Fund’s ability to trade in the securities of","page_number":37,"box":{"x":116,"y":599,"width":734,"height":12}},{"id":"d4959737-2818-4e4f-a9cd-5dd683d7883f","block_type":"box","text":"such companies. It may also prevent the Fund from focusing on matters relating to other existing investments or","page_number":37,"box":{"x":117,"y":615,"width":755,"height":11}},{"id":"f19ca56d-75c5-4d10-b9b1-1e9ee5bf2189","block_type":"box","text":"potential future investments of the Fund. In addition, as a result of its activities, the Fund may incur additional","page_number":37,"box":{"x":116,"y":630,"width":743,"height":12}},{"id":"2e195041-76a5-4d1b-9803-ffd7914bcda5","block_type":"box","text":"legal or other expenses, including, but not limited to, costs associated with conducting proxy contests, public","page_number":37,"box":{"x":116,"y":646,"width":733,"height":11}},{"id":"beefa19d-89be-4fbd-8e12-a8593fee55fc","block_type":"box","text":"filings, litigation expenses and indemnification payments to the investment manager or persons serving at the","page_number":37,"box":{"x":116,"y":661,"width":737,"height":12}},{"id":"3bc9325e-babb-4460-8a1f-8708ca6e8d1c","block_type":"box","text":"investment manager’s request on the boards of directors of companies in which the Fund has an interest. It","page_number":37,"box":{"x":116,"y":677,"width":718,"height":11}},{"id":"09a1b468-b0de-4857-8e0b-d2bd526e6230","block_type":"box","text":"should also be noted that any such board representatives have a fiduciary duty to act in the best interests of all","page_number":37,"box":{"x":117,"y":692,"width":739,"height":12}},{"id":"178d640a-be16-4962-98a6-0e6aa34fbcc9","block_type":"box","text":"shareholders, and not simply the Fund, and thus may be obligated at times to act in a manner that is adverse to","page_number":37,"box":{"x":117,"y":708,"width":742,"height":11}},{"id":"d959f09c-d565-4681-a7d8-f9061742fc4a","block_type":"box","text":"the Fund’s interests. The occurrence of any of the above events may have a material adverse effect on the","page_number":37,"box":{"x":116,"y":723,"width":711,"height":12}},{"id":"46928ba8-0fd6-4ea4-ae3d-dd5ca7243545","block_type":"box","text":"performance of the Fund.","page_number":37,"box":{"x":116,"y":739,"width":170,"height":11}},{"id":"1d201320-d6e2-46c9-afdc-9b23f70a9484","block_type":"box","text":"Mortgage Servicing Rights Risk","page_number":37,"box":{"x":116,"y":777,"width":229,"height":12}},{"id":"9ca9eb2c-7759-49aa-85d6-5b58916a14c3","block_type":"box","text":"MSR Investment Strategy; Dependence on the Mortgage Market","page_number":37,"box":{"x":149,"y":801,"width":434,"height":11}},{"id":"79fd7a90-4feb-4bfe-9cfc-b291262f35bf","block_type":"box","text":". The Fund may make investments related to","page_number":37,"box":{"x":584,"y":801,"width":298,"height":11}},{"id":"78b98053-520c-4c6f-9115-7a0af7bda9c4","block_type":"box","text":"MSRs, although there can be no assurance that the Fund will be able to locate, consummate and exit such","page_number":37,"box":{"x":116,"y":816,"width":710,"height":12}},{"id":"4b3714d4-7a21-46dd-877d-977203c0de37","block_type":"box","text":"investments. To the extent the Fund makes investments related to MSRs, the Fund’s performance may be closely","page_number":37,"box":{"x":116,"y":832,"width":762,"height":11}},{"id":"34cf66bf-665f-47d3-ac7b-0858a611298f","block_type":"box","text":"tied to economic and market conditions affecting mortgages and entities operating, directly or indirectly, in, or","page_number":37,"box":{"x":116,"y":847,"width":746,"height":12}},{"id":"e118c649-62c2-48a0-9cf0-949bd8dbdb64","block_type":"box","text":"otherwise related to, the mortgage market, including sensitivity to regulatory changes, supply and demand in the","page_number":37,"box":{"x":116,"y":863,"width":757,"height":11}},{"id":"455c0579-1808-4e75-be85-f3f920c85939","block_type":"box","text":"mortgage market and sensitivity to overall market forecasts and swings.","page_number":37,"box":{"x":116,"y":878,"width":483,"height":12}},{"id":"b0744622-c0d8-4be3-98ed-752c96983413","block_type":"box","text":"S-34","page_number":37,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"c94989df-f80a-4cfd-aaf5-70b3bed64eca","block_type":"box","text":"NM1026U-5982768-37/119","page_number":37,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"febd03c0-26f5-4abc-9811-e71103dc97a3","block_type":"box","text":"Risk of Defaults and Delinquencies in the Mortgage Market","page_number":38,"box":{"x":149,"y":88,"width":404,"height":11}},{"id":"2443c7c7-a2c1-4114-8429-8f951ba0b8a1","block_type":"box","text":". The mortgage market in the United States has","page_number":38,"box":{"x":554,"y":88,"width":315,"height":11}},{"id":"7c279285-0b1b-494a-b1cc-b2c4e13057d5","block_type":"box","text":"experienced and may continue to experience a variety of difficulties and challenging economic conditions.","page_number":38,"box":{"x":116,"y":103,"width":717,"height":12}},{"id":"4238faf9-6898-4eda-9c5c-86772105fd78","block_type":"box","text":"Deterioration of the U.S. mortgage market and declines in real estate prices could result in increased","page_number":38,"box":{"x":116,"y":119,"width":676,"height":11}},{"id":"ef6864e4-c29b-4373-a207-7ce0d2158abc","block_type":"box","text":"delinquencies or defaults on the mortgage loans underlying MSRs held by the Fund or require the Fund to make","page_number":38,"box":{"x":116,"y":134,"width":755,"height":12}},{"id":"9dd0c5e9-843c-427c-8b65-193711541122","block_type":"box","text":"advances in respect of such delinquencies or defaults that may not be recovered. An increase in defaults and","page_number":38,"box":{"x":116,"y":150,"width":728,"height":11}},{"id":"ac4d7a3a-ba7c-47eb-849f-f648b2965e8a","block_type":"box","text":"delinquencies or unrecovered advances could reduce MSR cash flows, which would have a material adverse","page_number":38,"box":{"x":116,"y":165,"width":729,"height":12}},{"id":"f83f6b0d-46ff-41a4-ab3e-0c29ec49b406","block_type":"box","text":"effect on the value of the Fund’s investments.","page_number":38,"box":{"x":116,"y":181,"width":307,"height":9}},{"id":"83992376-de38-4fe8-90cf-087732d31645","block_type":"box","text":"Competitive MSR Market; No Servicing Platform","page_number":38,"box":{"x":150,"y":209,"width":317,"height":11}},{"id":"44f7da8a-65fa-42ae-bde9-6acc246b3227","block_type":"box","text":". In acquiring MSRs, the Fund may compete with independent","page_number":38,"box":{"x":468,"y":209,"width":400,"height":11}},{"id":"226964aa-ae40-48ff-a078-5418f6b87b30","block_type":"box","text":"mortgage loan servicers, private equity firms, hedge funds and other large financial services companies. These","page_number":38,"box":{"x":116,"y":224,"width":708,"height":12}},{"id":"f9ced4e4-be39-40d3-96db-b1650506ae41","block_type":"box","text":"competitors may be significantly larger, have access to greater capital and other resources and may have other","page_number":38,"box":{"x":116,"y":240,"width":706,"height":11}},{"id":"9de644bd-2a6c-4646-8aa7-27206614e74a","block_type":"box","text":"advantages over the Fund. Some competitors may have higher risk tolerances or different risk assessments, which","page_number":38,"box":{"x":116,"y":255,"width":730,"height":12}},{"id":"f9f691ee-8533-47f0-baa4-22103c2c7197","block_type":"box","text":"could lead them to offer higher prices than the Fund for the assets. In addition, pooling and servicing agreements may","page_number":38,"box":{"x":116,"y":271,"width":754,"height":11}},{"id":"16aa2fab-ee4d-4453-9de2-6f2343c2f7c6","block_type":"box","text":"require approval or consent of third parties to transfer MSRs to purchasers. Other potential MSR purchasers may be","page_number":38,"box":{"x":116,"y":286,"width":743,"height":12}},{"id":"b03b3e2a-8393-42c2-b389-a38632d3c066","block_type":"box","text":"more attractive to sellers if the sellers believe that they can obtain any necessary third party approvals and consents to","page_number":38,"box":{"x":116,"y":302,"width":753,"height":11}},{"id":"33d150e6-d427-453b-ba52-0a2c3d476bd1","block_type":"box","text":"transfer their MSRs more easily. Even if other potential purchasers are not viewed by sellers as being more attractive,","page_number":38,"box":{"x":116,"y":317,"width":753,"height":12}},{"id":"aed1745b-bdec-41b4-ad44-08bf273fe1ca","block_type":"box","text":"sellers may request a higher purchase price from the Fund if it is not able to obtain necessary approvals and consents","page_number":38,"box":{"x":117,"y":333,"width":746,"height":11}},{"id":"bfe859bf-8360-4726-bb71-845c3ca38dc0","block_type":"box","text":"prior to the completion of the sale of MSRs. As a result, the ability of the Fund to acquire MSRs may be adversely","page_number":38,"box":{"x":116,"y":348,"width":733,"height":12}},{"id":"be1e6fe6-270a-467f-ab8b-6cd3b38ebaca","block_type":"box","text":"affected, or the availability of MSRs or the types of MSRs that the Fund seeks to acquire may be limited. Moreover,","page_number":38,"box":{"x":116,"y":364,"width":744,"height":11}},{"id":"371eb692-6cb6-46e5-8f6e-aea00480a05c","block_type":"box","text":"the Fund does not intend to build a mortgage servicing platform. As a result, the Fund may not be an attractive buyer","page_number":38,"box":{"x":116,"y":379,"width":749,"height":12}},{"id":"9915b0c6-fec4-41be-beb7-71278e3b2c91","block_type":"box","text":"for those sellers of MSRs that prefer to sell MSRs and their mortgage servicing platform together in a transaction.","page_number":38,"box":{"x":116,"y":395,"width":728,"height":11}},{"id":"e91dad38-f174-4a95-8b3e-088e994f8dbc","block_type":"box","text":"Accurate Evaluation of MSRs Affected by Assumptions","page_number":38,"box":{"x":148,"y":422,"width":361,"height":12}},{"id":"927e14a1-6737-4c4b-be98-6eb3032ecc3a","block_type":"box","text":". In evaluating MSRs as potential investments, a number","page_number":38,"box":{"x":511,"y":422,"width":371,"height":12}},{"id":"eba5bf46-4366-47ac-ac68-ade4b334b515","block_type":"box","text":"of assumptions may be made, including regarding rates of prepayment and repayment of the underlying mortgage","page_number":38,"box":{"x":116,"y":438,"width":749,"height":12}},{"id":"cffeb364-915c-4226-b57b-2a3e9c0aee7a","block_type":"box","text":"loans, projected rates of delinquencies and defaults, future interest rates and cash flows. Another assumption that","page_number":38,"box":{"x":116,"y":453,"width":742,"height":12}},{"id":"723dc31f-050d-4c27-9927-cc19c07bb880","block_type":"box","text":"may be made in considering the value of an MSR is the expected prepayment speed (i.e., how quickly borrowers","page_number":38,"box":{"x":116,"y":469,"width":741,"height":12}},{"id":"5df91844-d224-4c4e-abae-d564fcf403d8","block_type":"box","text":"pay down the unpaid principal balance of their loans or how quickly loans are otherwise brought current, modified,","page_number":38,"box":{"x":116,"y":484,"width":757,"height":12}},{"id":"3300bd42-761f-40a2-a1e9-608baa0692b1","block_type":"box","text":"liquidated or charged off). The use of different estimates or assumptions could produce materially different values","page_number":38,"box":{"x":116,"y":500,"width":750,"height":12}},{"id":"ced82dc5-3b15-46d2-8d46-1d7c1e0e1f05","block_type":"box","text":"for Fund assets, and there may be material uncertainty about the fair value of such assets. If any assumptions","page_number":38,"box":{"x":116,"y":515,"width":714,"height":12}},{"id":"ff7552fc-59f3-493a-bc5c-f9ccdef6510a","block_type":"box","text":"regarding the MSRs are inaccurate or the basis for such assumptions change, the prices the Fund pays to acquire","page_number":38,"box":{"x":116,"y":531,"width":738,"height":12}},{"id":"1ae34ee9-23d4-4b22-b726-4aecb14fce6e","block_type":"box","text":"MSRs may prove to be too high, resulting in lower than expected profitability or in losses.","page_number":38,"box":{"x":116,"y":546,"width":593,"height":12}},{"id":"d6a8e920-9061-47c0-9ac9-51cb4df5c184","block_type":"box","text":"Dependency on Servicers","page_number":38,"box":{"x":149,"y":574,"width":171,"height":12}},{"id":"5a7feb8a-e855-49e2-9914-69fac11767ad","block_type":"box","text":". The Fund will not have and in the future does not expect to have the employees,","page_number":38,"box":{"x":322,"y":574,"width":546,"height":12}},{"id":"a6084af7-4853-48fc-9258-735197b6b008","block_type":"box","text":"servicing platforms or technical resources necessary to service the underlying loans. Success of the Fund’s","page_number":38,"box":{"x":117,"y":590,"width":717,"height":12}},{"id":"8d888f10-a820-461d-a5d7-43a7a503467b","block_type":"box","text":"investments could depend on the operations of mortgage servicers. A default by a servicer relating to its","page_number":38,"box":{"x":116,"y":605,"width":700,"height":12}},{"id":"dd7c073d-9b91-4fd0-b081-4bbe3cfb97e0","block_type":"box","text":"obligations under any pooling and servicing agreement or the failure of any servicer to perform its obligations","page_number":38,"box":{"x":116,"y":621,"width":741,"height":12}},{"id":"b0d61415-e4f2-4db4-87c6-1b20398342c3","block_type":"box","text":"related to any of the Fund’s MSRs could result in a servicer termination event or event of default, which may","page_number":38,"box":{"x":116,"y":636,"width":736,"height":12}},{"id":"081f359d-94cb-4171-9a65-6a0f1d9a9290","block_type":"box","text":"adversely affect any associated MSRs. Such events of default may include, without limitation, the failure to","page_number":38,"box":{"x":116,"y":652,"width":725,"height":12}},{"id":"8d444ce3-6cfe-4fc9-86d5-59d6ef7e1939","block_type":"box","text":"comply with applicable laws and regulation, failure to perform loss mitigation obligations, a downgrade in","page_number":38,"box":{"x":116,"y":667,"width":718,"height":12}},{"id":"1a4c9b80-84f2-422a-b0d6-eed62209bfcd","block_type":"box","text":"servicer rating, failure to perform adequately in external audits, failure in operational systems or infrastructure","page_number":38,"box":{"x":117,"y":683,"width":742,"height":12}},{"id":"284bdbdb-f355-4f7c-af62-4737c5ff16d9","block_type":"box","text":"and regulatory scrutiny regarding the foreclosure processes that may lengthen foreclosure timelines.","page_number":38,"box":{"x":116,"y":698,"width":673,"height":12}},{"id":"85077628-fabf-4dd9-9394-a47149b0f491","block_type":"box","text":"In addition, servicers may be terminated in the absence of default or failure to perform. For example,","page_number":38,"box":{"x":150,"y":726,"width":679,"height":12}},{"id":"a71e84c2-a7f1-4c0c-875e-94190a653d17","block_type":"box","text":"servicers of obligations relating to mortgages originated by Federal Housing Finance Agency enterprises (such as","page_number":38,"box":{"x":117,"y":742,"width":763,"height":11}},{"id":"1d1edb87-99a7-42d6-828a-ef4def791a45","block_type":"box","text":"Freddie Mac or Fannie Mae) generally may be replaced for any reason or for no reason. In addition, servicers of","page_number":38,"box":{"x":116,"y":757,"width":757,"height":12}},{"id":"923d16b1-2d47-4849-9a9b-c49866ee2421","block_type":"box","text":"obligations relating to mortgages originated by private enterprises may also be terminated for various other","page_number":38,"box":{"x":116,"y":773,"width":722,"height":11}},{"id":"829ca1ef-5422-4250-8a67-3e10d6a44ac6","block_type":"box","text":"reasons, including by a trustee of a trust established in connection with the relevant MSR.","page_number":38,"box":{"x":116,"y":788,"width":604,"height":12}},{"id":"54aaa1d0-eba8-49b8-91c6-a1f0d1415523","block_type":"box","text":"In addition, the Fund’s rights may be affected by the bankruptcy of a servicer, which could have adverse","page_number":38,"box":{"x":150,"y":816,"width":669,"height":12}},{"id":"cd78ad60-9e57-4f2b-a3fc-f928296b33fa","block_type":"box","text":"consequences to the Fund, including, without limitation, challenges to the validity and/or priority of the Fund’s","page_number":38,"box":{"x":116,"y":832,"width":711,"height":11}},{"id":"d4b2e62e-1775-40e3-8a7f-cd064081b4d7","block_type":"box","text":"ownership in the related MSR, payments by the servicer to the Fund being voided by a court, recharacterization of the","page_number":38,"box":{"x":116,"y":847,"width":756,"height":12}},{"id":"db1590a4-d868-4127-8150-fbd7c630924d","block_type":"box","text":"sale of the related MSR as a pledge of assets in a bankruptcy proceeding or the rejection of the agreement of purchase","page_number":38,"box":{"x":117,"y":863,"width":754,"height":11}},{"id":"2b3a0249-3916-4d87-a096-d8fc1dc09c6a","block_type":"box","text":"and sale of the related MSR.","page_number":38,"box":{"x":116,"y":878,"width":181,"height":9}},{"id":"72333aeb-2019-4eed-a5f0-f98ebad060fc","block_type":"box","text":"S-35","page_number":38,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"29443474-8860-45f1-8f8e-35bf0f6cd0af","block_type":"box","text":"NM1026U-5982768-38/119","page_number":38,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"545ddb9f-3981-47d8-bc8b-acaac586dc3d","block_type":"box","text":"If the servicer with respect to an MSR held by the Fund is terminated, replaced or declares bankruptcy, the","page_number":39,"box":{"x":150,"y":88,"width":718,"height":11}},{"id":"fab27b58-d584-4b56-a334-70990e5aa8ab","block_type":"box","text":"Fund could lose the full value of its investments in the related MSR. Such losses may be significant.","page_number":39,"box":{"x":116,"y":103,"width":674,"height":12}},{"id":"160094e1-0dd5-4e29-a833-ed61aa17fd0f","block_type":"box","text":"Legal Proceedings Involving Servicers","page_number":39,"box":{"x":149,"y":131,"width":262,"height":11}},{"id":"9dd65812-d7b5-49ee-8d95-7345c1a9f916","block_type":"box","text":". The mortgage loan servicing industry may be litigious, and","page_number":39,"box":{"x":412,"y":131,"width":406,"height":12}},{"id":"8962288d-bb39-4cf6-a4dd-b4474d4d885d","block_type":"box","text":"mortgage servicers could be subject to allegations of illegality in connection with their operations or business","page_number":39,"box":{"x":116,"y":146,"width":737,"height":12}},{"id":"cb3a4438-ea0d-4280-b84e-93cfca8114d3","block_type":"box","text":"practices, including lawsuits related to billing and collections practices, modification protocols or foreclosure","page_number":39,"box":{"x":116,"y":162,"width":737,"height":12}},{"id":"82ccfcb2-5958-4ef2-8527-7eda17491dc3","block_type":"box","text":"practices. Holders of MSRs may face the risk that they could be added as a defendant or investigated in actions or","page_number":39,"box":{"x":116,"y":177,"width":767,"height":12}},{"id":"8150ab07-a545-43b0-b155-2b14275bf52d","block_type":"box","text":"lawsuits that relate to servicing of mortgage loans. Defending the Fund against lawsuits or adverse legal","page_number":39,"box":{"x":116,"y":193,"width":701,"height":12}},{"id":"7be5aa41-9dd7-449a-9c0a-8cd628502cdf","block_type":"box","text":"judgments may involve significant legal fees, settlement costs, damages, penalties or other charges, or may","page_number":39,"box":{"x":115,"y":209,"width":723,"height":11}},{"id":"b47333a2-9601-454d-bf07-28556f863ab9","block_type":"box","text":"require remedial actions pursuant to orders or court-issued injunctions, any of which could adversely affect the","page_number":39,"box":{"x":116,"y":224,"width":747,"height":12}},{"id":"ed8a2b58-0c73-4778-99ad-7dfe3a03f1f6","block_type":"box","text":"performance of the Fund’s investments.","page_number":39,"box":{"x":116,"y":240,"width":267,"height":11}},{"id":"4ec2c918-46b6-4b14-ab30-3c69c32a9fc8","block_type":"box","text":"Failure of Servicers’ Operational Systems, Information Technology and Security Infrastructure","page_number":39,"box":{"x":149,"y":267,"width":644,"height":12}},{"id":"94fedfd8-923a-4da6-9e31-ef324ca2a0d9","block_type":"box","text":". The","page_number":39,"box":{"x":795,"y":267,"width":33,"height":9}},{"id":"f39ee396-c9bc-45a4-b651-cb19206893d9","block_type":"box","text":"performance of MSRs may be dependent on the servicers’ ability to process and monitor a large number of","page_number":39,"box":{"x":116,"y":283,"width":722,"height":12}},{"id":"47e15e63-4c7c-4e20-bade-cab906583707","block_type":"box","text":"transactions, many of which may be complex and across diverse real estate markets. Servicers’ financial,","page_number":39,"box":{"x":116,"y":298,"width":706,"height":12}},{"id":"ba548fe6-c754-4bd6-8760-0dff4b70e9c5","block_type":"box","text":"accounting, data processing, security or other operating systems and facilities may fail to operate properly or may","page_number":39,"box":{"x":116,"y":314,"width":766,"height":12}},{"id":"ff61dd07-ce26-4f0a-a135-977611c34458","block_type":"box","text":"become disabled as a result of any number of events, adversely affecting their ability to process these","page_number":39,"box":{"x":116,"y":329,"width":683,"height":12}},{"id":"6bd05cd6-0ca2-47b9-b3df-53c7328db410","block_type":"box","text":"transactions. Given the volume of transactions servicers may be expected to process and monitor, certain errors","page_number":39,"box":{"x":116,"y":345,"width":750,"height":12}},{"id":"1bf4abdf-03af-486f-a18a-9094eb095077","block_type":"box","text":"may be repeated or compounded before they are discovered and rectified. If one or more of any such events","page_number":39,"box":{"x":116,"y":360,"width":725,"height":12}},{"id":"4124ca4f-085d-4dea-af9d-79cfa1feabaf","block_type":"box","text":"occurs, the servicer’s ability to monitor and collect mortgage payments may be adversely affected.","page_number":39,"box":{"x":116,"y":376,"width":663,"height":12}},{"id":"ac1fc716-2912-4c9d-be26-4ce2d083a54f","block_type":"box","text":"Impact of Federal, State and Local Regulations, Licensing and Scrutiny on Mortgage Servicers and MSRs","page_number":39,"box":{"x":149,"y":404,"width":716,"height":11}},{"id":"ce0d6279-ed52-4492-b00b-9562aa2f26ce","block_type":"box","text":".","page_number":39,"box":{"x":867,"y":411,"width":2,"height":2}},{"id":"5e79768d-a170-4be4-a031-44be7a3a19f3","block_type":"box","text":"The servicing of mortgage loans is subject to extensive federal, state and local laws, regulations and","page_number":39,"box":{"x":116,"y":419,"width":674,"height":12}},{"id":"5b7492f2-5a26-457e-a7b1-ca5aea3dae37","block_type":"box","text":"administrative decisions. The volume of new or modified laws and regulations has increased in recent years and","page_number":39,"box":{"x":116,"y":435,"width":755,"height":11}},{"id":"469fe48c-d020-4677-9e81-9f6a1dc898ad","block_type":"box","text":"may continue to increase. The mortgage market may become subject to new or more restrictive requirements,","page_number":39,"box":{"x":116,"y":450,"width":737,"height":12}},{"id":"7cc370b4-bd01-49c2-8332-ea316d6b5909","block_type":"box","text":"including licensing and other regulations. Any of these outcomes may adversely affect the financial condition of","page_number":39,"box":{"x":116,"y":466,"width":758,"height":11}},{"id":"d4235597-e897-4a43-90f8-ecbce73386a7","block_type":"box","text":"the mortgage market and the performance of MSRs. Furthermore, various state banking regulators and attorneys","page_number":39,"box":{"x":116,"y":481,"width":757,"height":12}},{"id":"abdb4e36-b1fb-4550-9b9e-fd6ac48dc396","block_type":"box","text":"general have initiated inquiries into banks and servicers regarding compliance with legal procedures in","page_number":39,"box":{"x":116,"y":497,"width":692,"height":12}},{"id":"4342c579-6299-4fae-aa8c-49efae5459ae","block_type":"box","text":"connection with mortgage foreclosures. Governmental bodies also may impose regulatory fines or penalties as a","page_number":39,"box":{"x":116,"y":512,"width":756,"height":12}},{"id":"2c15cbf0-bf70-4725-9c3f-c7628d1b1203","block_type":"box","text":"result of servicers’ foreclosure processes or impose additional requirements or restrictions on such activities. In","page_number":39,"box":{"x":116,"y":528,"width":751,"height":12}},{"id":"69eca200-de4e-4bd9-83f7-20ce2596999b","block_type":"box","text":"connection with governmental scrutiny of foreclosure processes and practices in the industry, certain government","page_number":39,"box":{"x":116,"y":543,"width":764,"height":12}},{"id":"4205377f-c281-4783-98d8-f83c3f5128d5","block_type":"box","text":"officials have called for a temporary moratorium on mortgage foreclosures. If implemented, such moratoria or","page_number":39,"box":{"x":116,"y":559,"width":744,"height":12}},{"id":"9aedab58-b34e-453a-abb4-8b9caa697b69","block_type":"box","text":"other action by federal, state or municipal government bodies, regulators or courts could increase the length of","page_number":39,"box":{"x":116,"y":574,"width":745,"height":12}},{"id":"ce89b5fa-0d24-49f6-9e8f-633740924f46","block_type":"box","text":"time or difficulty involved in completing the foreclosure process, which could prevent the collection of cash","page_number":39,"box":{"x":116,"y":590,"width":729,"height":12}},{"id":"489bd88e-72a8-4ff3-91a1-c4e90fbeb6ae","block_type":"box","text":"flows until the foreclosure has been resolved. In general, these regulatory developments with respect to","page_number":39,"box":{"x":116,"y":605,"width":695,"height":12}},{"id":"58c8ba97-28c3-4cc1-ba8e-5d4ebeb1d052","block_type":"box","text":"foreclosure practices could negatively affect the liquidity and profitability of MSRs. In addition, the","page_number":39,"box":{"x":116,"y":621,"width":674,"height":12}},{"id":"8cde4fd5-90be-4985-8ff6-9e279969d2d7","block_type":"box","text":"implementation of governmental refinancing or principal write-down programs could result in an increase in","page_number":39,"box":{"x":116,"y":636,"width":732,"height":12}},{"id":"631690a2-8f4a-457f-9342-c0f6ca6d571f","block_type":"box","text":"prepayment speeds and negatively affect performance results of MSRs. The Federal National Mortgage","page_number":39,"box":{"x":116,"y":652,"width":698,"height":12}},{"id":"2c7fbb3a-8661-4a71-9c28-051c7702273d","block_type":"box","text":"Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) or other industry","page_number":39,"box":{"x":116,"y":667,"width":716,"height":12}},{"id":"e750edf2-2755-490f-945f-c5dec3d8c7f4","block_type":"box","text":"stakeholders or regulators also may implement or require changes in current mortgage servicing practices and","page_number":39,"box":{"x":117,"y":683,"width":739,"height":12}},{"id":"1b24aeb0-27d2-4c02-90bd-651326c80032","block_type":"box","text":"compensation, which may have a material adverse effect on the creation of new MSRs or the economics or","page_number":39,"box":{"x":116,"y":698,"width":721,"height":12}},{"id":"97034d84-86ea-44de-ab72-b5dbd6264d5b","block_type":"box","text":"performance of any MSRs that the Fund may acquire.","page_number":39,"box":{"x":116,"y":714,"width":361,"height":12}},{"id":"5c228fe1-7ddf-45ec-ad0b-0564f580d123","block_type":"box","text":"Tax Risks Associated with MSRs","page_number":39,"box":{"x":150,"y":742,"width":218,"height":9}},{"id":"9c555ddc-35ec-4596-a3b3-cd28b8181810","block_type":"box","text":". Under guidance issued by the IRS, the cash flows from an MSR may","page_number":39,"box":{"x":370,"y":742,"width":471,"height":11}},{"id":"d24eaf07-ab4f-4837-8563-5bd4cf44f8a4","block_type":"box","text":"generate two different types of income. Ordinarily, Normal MSR receipts are treated as compensation for","page_number":39,"box":{"x":116,"y":757,"width":711,"height":12}},{"id":"4a5dcc1b-f380-4efa-a46a-465e96fc1f62","block_type":"box","text":"services, which would generally be non-qualifying income for purposes of the RIC income tests and may be","page_number":39,"box":{"x":117,"y":773,"width":727,"height":11}},{"id":"628bf3ca-e5e8-463e-b867-5d3b367dc761","block_type":"box","text":"subject to full U.S. taxation in the hands of a foreign taxpayer such as a foreign subsidiary. An Excess MSR","page_number":39,"box":{"x":117,"y":788,"width":726,"height":12}},{"id":"597f3ab1-c9dd-4805-a606-a7e8a9efec0c","block_type":"box","text":"receipt, whether held by the servicer or another taxpayer, is generally treated as constituting interest-only strips","page_number":39,"box":{"x":116,"y":804,"width":749,"height":11}},{"id":"e1fef582-369b-4019-9e4d-ea6c80d0e59b","block_type":"box","text":"and generally should be treated as “stripped coupons” within the meaning of Section 1286(e)(3) of the Code.","page_number":39,"box":{"x":116,"y":819,"width":732,"height":12}},{"id":"3662d4f1-77b1-4905-aecf-bbe25dd72ba2","block_type":"box","text":"Certain tax elections may affect the relative amounts of Normal MSRs and Excess MSRs.","page_number":39,"box":{"x":116,"y":835,"width":605,"height":11}},{"id":"5f065862-e7e3-4ed0-b9ef-cd80557b6eac","block_type":"box","text":"Among other tax risks, the treatment of an investor in MSRs will depend on whether MSR cash flows have","page_number":39,"box":{"x":150,"y":863,"width":721,"height":11}},{"id":"7dfaac84-8d6e-40d8-99c4-418a4624a66d","block_type":"box","text":"been properly allocated between Normal MSRs and Excess MSRs. Because of the tax treatment of Normal","page_number":39,"box":{"x":116,"y":878,"width":720,"height":12}},{"id":"f24f5cd2-13ee-41dc-87f9-8ac79135bd57","block_type":"box","text":"S-36","page_number":39,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"cbfeddb2-34bf-449d-88d8-887778834fa5","block_type":"box","text":"NM1026U-5982768-39/119","page_number":39,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"aaf76041-d546-4c35-8657-35456720209e","block_type":"box","text":"MSRs, they may need to be held through a U.S. corporate subsidiary that is taxable at regular corporate rates.","page_number":40,"box":{"x":116,"y":88,"width":737,"height":11}},{"id":"066261e2-2a56-41b4-a0c5-61ae8c653a26","block_type":"box","text":"Excess MSRs, however, if properly structured, may ordinarily be held by the Fund or a foreign subsidiary,","page_number":40,"box":{"x":116,"y":103,"width":717,"height":12}},{"id":"f46c592b-01f2-4640-bf6d-39fed0fc6a43","block_type":"box","text":"thereby avoiding the tax costs of a taxable U.S. corporate subsidiary.","page_number":40,"box":{"x":116,"y":119,"width":462,"height":11}},{"id":"7f35661f-a5af-4ad8-a814-890884a6e5e3","block_type":"box","text":"Whole Loan Mortgages Risk","page_number":40,"box":{"x":116,"y":157,"width":206,"height":12}},{"id":"d78d5aa8-ba75-4cfc-8ef0-7b095d2a8fb7","block_type":"box","text":"The Fund directly or indirectly may invest in whole loan mortgages. Unlike MBS, whole loan mortgages","page_number":40,"box":{"x":150,"y":181,"width":706,"height":11}},{"id":"aaa9ec72-d7f7-49e4-a017-1500f486457d","block_type":"box","text":"generally are not government guaranteed or privately insured, though in some cases they may benefit from","page_number":40,"box":{"x":116,"y":196,"width":719,"height":12}},{"id":"10ecf477-d5b5-423a-9de8-3a541aa184de","block_type":"box","text":"private mortgage insurance. A whole loan mortgage is directly exposed to losses resulting from default and","page_number":40,"box":{"x":116,"y":212,"width":723,"height":11}},{"id":"86ee3681-040a-42d9-aafc-feafdb7705f9","block_type":"box","text":"foreclosure. Therefore, the value of the underlying property, the creditworthiness and financial position of the","page_number":40,"box":{"x":116,"y":227,"width":740,"height":12}},{"id":"af422036-a3b2-4c2a-a2db-8d5db3ff7623","block_type":"box","text":"borrower, and the priority and enforceability of the lien are each of great importance. Whether or not the Advisor","page_number":40,"box":{"x":116,"y":243,"width":763,"height":11}},{"id":"ccac6f86-bf06-4ba4-bcdc-0eb5ab9af26a","block_type":"box","text":"or its affiliates have participated in the negotiation of the terms of any such mortgages, there can be no assurance","page_number":40,"box":{"x":116,"y":258,"width":761,"height":12}},{"id":"2f750ea6-5b3f-49e8-b7f6-c81f59643798","block_type":"box","text":"as to the adequacy of the protection of the terms of the loan, including the validity or enforceability of the loan","page_number":40,"box":{"x":116,"y":274,"width":746,"height":11}},{"id":"25b7f437-fed1-4d3a-994f-c9e114a4f39d","block_type":"box","text":"and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore,","page_number":40,"box":{"x":116,"y":289,"width":746,"height":12}},{"id":"124c10ad-a15a-470c-b8f6-a20d9c39bfb1","block_type":"box","text":"claims may be asserted that might interfere with enforcement of the rights of the Fund. In the event of a","page_number":40,"box":{"x":116,"y":305,"width":699,"height":11}},{"id":"61be98a2-2997-4c20-8a50-86e590c46d77","block_type":"box","text":"foreclosure, the Fund may assume direct ownership of the underlying real estate. The liquidation proceeds upon","page_number":40,"box":{"x":116,"y":320,"width":754,"height":12}},{"id":"fd923041-1837-420e-9640-16cf1e9eb3c8","block_type":"box","text":"sale of such real estate may not be sufficient to recover the Fund’s cost basis in the loan, resulting in a loss to the","page_number":40,"box":{"x":117,"y":336,"width":759,"height":11}},{"id":"3e64f8e2-72f4-4cbd-a0da-0dfdc2db5c47","block_type":"box","text":"Fund. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the","page_number":40,"box":{"x":116,"y":351,"width":702,"height":12}},{"id":"c174d0b1-6f33-40ea-bb6f-3b2471c9265d","block_type":"box","text":"underlying property will further reduce the proceeds and thus increase the loss.","page_number":40,"box":{"x":116,"y":367,"width":532,"height":11}},{"id":"18922daa-8e60-4b02-a680-40e3c48110ad","block_type":"box","text":"Whole loan mortgages have risks above and beyond those discussed above. For example, whole loan mortgages are","page_number":40,"box":{"x":149,"y":398,"width":725,"height":11}},{"id":"55d8477e-6861-4940-b5a2-689cea5a47b0","block_type":"box","text":"subject to “special hazard” risk (property damage caused by hazards, such as earthquakes or environmental hazards, not","page_number":40,"box":{"x":117,"y":413,"width":748,"height":12}},{"id":"3b8b0436-e5fa-4001-bd5c-434290978e73","block_type":"box","text":"covered by standard property insurance policies) and to bankruptcy risk (reduction in a borrower’s mortgage debt by a","page_number":40,"box":{"x":116,"y":429,"width":740,"height":11}},{"id":"382d4dde-857e-407a-bfa6-3e693d367992","block_type":"box","text":"bankruptcy court). In addition, claims may be assessed against the Fund on account of its position as mortgage holder or","page_number":40,"box":{"x":116,"y":444,"width":751,"height":12}},{"id":"2f6adb55-27c3-4881-a9e7-2416308011c1","block_type":"box","text":"property owner, including responsibility for tax payments, environmental hazards and other liabilities.","page_number":40,"box":{"x":116,"y":460,"width":637,"height":11}},{"id":"3a83421d-94ed-472d-93e9-69a4d43811c7","block_type":"box","text":"Special Commercial and Residential Mortgage Loan Risks","page_number":40,"box":{"x":116,"y":498,"width":419,"height":12}},{"id":"0f6080dd-2e2c-46aa-a029-4286b66a6390","block_type":"box","text":"The Fund directly or indirectly may invest in performing, sub-performing and non-performing mortgage loans.","page_number":40,"box":{"x":150,"y":522,"width":711,"height":11}},{"id":"778c1e08-5a9f-48c6-8184-0f4df01edf2b","block_type":"box","text":"Such investments would subject the Fund to the risks of commercial and residential real estate and real estate-related","page_number":40,"box":{"x":116,"y":537,"width":749,"height":12}},{"id":"c589a703-da48-47c0-9916-71ab9ef56271","block_type":"box","text":"investments. These risks include, among others: (i) continued declines in the value of commercial and residential real","page_number":40,"box":{"x":116,"y":553,"width":752,"height":11}},{"id":"d78438d5-8e88-4743-9117-687b42c88256","block_type":"box","text":"estate; (ii) risks related to general and local economic conditions; (iii) possible lack of availability of mortgage funds","page_number":40,"box":{"x":116,"y":568,"width":746,"height":12}},{"id":"5aaa6038-9f56-4bfb-8de7-ff73aa87cca6","block_type":"box","text":"for borrowers to refinance or sell their property; (iv) overbuilding; (v) the general deterioration of the borrower’s ability","page_number":40,"box":{"x":116,"y":584,"width":767,"height":11}},{"id":"7ea7de73-dfd6-42c4-9f6f-e1d5bae001f5","block_type":"box","text":"to keep a rehabilitated sub-performing or non-performing mortgage loan current; (vi) increases in property taxes and","page_number":40,"box":{"x":116,"y":599,"width":747,"height":12}},{"id":"784ce317-1aae-40c2-b7a6-03ffb4ecdb77","block_type":"box","text":"operating expenses; (vii) changes in zoning laws; (viii) costs resulting from the clean-up of, and liability to third parties","page_number":40,"box":{"x":116,"y":615,"width":764,"height":11}},{"id":"374cf9f4-933f-45fa-bab3-69178f304fa8","block_type":"box","text":"for damages resulting from, environmental problems; (ix) casualty or condemnation losses; (x) uninsured damages","page_number":40,"box":{"x":116,"y":630,"width":736,"height":12}},{"id":"e0db41fe-8ec4-40a4-98e6-1864c8444dca","block_type":"box","text":"from floods, earthquakes or other natural disasters; (xi) limitations on and variations in rents; (xii) fluctuations in","page_number":40,"box":{"x":116,"y":646,"width":722,"height":11}},{"id":"853e8c31-dcd6-4622-9617-02aa52b53178","block_type":"box","text":"interest rates; and (xiii) fraud by borrowers, originators and/or sellers of mortgage loans. To the extent that assets","page_number":40,"box":{"x":116,"y":661,"width":723,"height":12}},{"id":"0d5f871c-8f1b-4e86-b21c-4023cf30f09c","block_type":"box","text":"underlying such investments are concentrated geographically, by property type or in certain other respects, the Fund","page_number":40,"box":{"x":116,"y":677,"width":745,"height":11}},{"id":"6895353c-83a6-4593-9acc-f86217e4f894","block_type":"box","text":"may be subject to certain of the foregoing risks to a greater extent. Additionally, the Fund may be required to foreclose","page_number":40,"box":{"x":116,"y":692,"width":761,"height":12}},{"id":"044acf23-5f01-42ed-897f-0e9dc423b20b","block_type":"box","text":"distressed mortgage loans and such actions would subject the Fund to greater concentration of the risks of the","page_number":40,"box":{"x":116,"y":708,"width":701,"height":11}},{"id":"cd63875a-d980-46d7-9aef-de28260d2fa2","block_type":"box","text":"commercial and residential real estate markets and risks related to the ownership and management of real property.","page_number":40,"box":{"x":116,"y":723,"width":737,"height":12}},{"id":"0367b107-af87-4abd-8e53-ae2e7ae90999","block_type":"box","text":"The mortgage loans and loan portfolios to which the Fund may have direct or indirect exposure generally will","page_number":40,"box":{"x":150,"y":754,"width":704,"height":12}},{"id":"d3c747ff-b88d-47b8-ba71-0e5513088c37","block_type":"box","text":"have been originated by third parties. There is a risk that the underlying mortgage loan documentation and calculations","page_number":40,"box":{"x":116,"y":770,"width":761,"height":11}},{"id":"d39d9cb8-e938-40c0-a405-61b9f5bf7c88","block_type":"box","text":"of outstanding principal, interest, late fees and other amounts will be deficient and/or inaccurate and that the Fund will","page_number":40,"box":{"x":116,"y":785,"width":758,"height":12}},{"id":"42b160f1-e638-42c3-98ab-1ca4d2582122","block_type":"box","text":"not detect such deficiencies and inaccuracies prior to gaining such economic exposure. Accordingly, such loans or loan","page_number":40,"box":{"x":116,"y":801,"width":765,"height":11}},{"id":"b8b233a3-fc2f-4586-adf0-b00d248d7619","block_type":"box","text":"portfolios may be compromised, reducing the value of any investment therein by the Fund.","page_number":40,"box":{"x":116,"y":816,"width":582,"height":12}},{"id":"05e92db7-9634-47f9-8822-6cf800d84a23","block_type":"box","text":"The borrowers under distressed mortgage loans may have a variety of rights to contest the enforceability of","page_number":40,"box":{"x":150,"y":847,"width":723,"height":12}},{"id":"312908ce-6ed5-4df8-bbd1-b26c6799ae3b","block_type":"box","text":"the mortgage loan and prevent or significantly delay and increase the cost of any foreclosure action, including,","page_number":40,"box":{"x":116,"y":863,"width":744,"height":11}},{"id":"8f3b1d2f-92fa-4510-b589-bdfdf58d6a4b","block_type":"box","text":"without limitation, allegations regarding fraud in the inducement by the original lender or broker, failure of the","page_number":40,"box":{"x":116,"y":878,"width":747,"height":12}},{"id":"9e0e004b-0865-4891-9101-a63a4b12a693","block_type":"box","text":"S-37","page_number":40,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"c9895041-461f-4adc-aa54-d9858d944a41","block_type":"box","text":"NM1026U-5982768-40/119","page_number":40,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"c9608280-a5b2-40b2-90dc-a32e0e5cfe7e","block_type":"box","text":"lender to produce the original documentation, improper recordation of the mortgage, various theories of lender","page_number":41,"box":{"x":116,"y":88,"width":746,"height":11}},{"id":"76a507ba-0a0b-4927-8020-5a10c251b78b","block_type":"box","text":"liability, and relief through the U.S. Bankruptcy Code and similar state laws providing debtor relief.","page_number":41,"box":{"x":116,"y":103,"width":673,"height":12}},{"id":"cc72a035-7ca7-4775-892d-d5382f77351b","block_type":"box","text":"Of paramount concern when investing in loans secured by real estate is the possibility of material","page_number":41,"box":{"x":150,"y":131,"width":656,"height":12}},{"id":"2d14861a-61a3-428c-9ebd-2833be252710","block_type":"box","text":"misrepresentation or omission on the part of the borrower or seller. The actual home owner may not be","page_number":41,"box":{"x":116,"y":146,"width":694,"height":12}},{"id":"8db7fe4d-69a9-4e8c-8cf4-7de844a1952f","block_type":"box","text":"responsible for such fraudulent residential mortgage loans. Such fraudulent mortgage loans may not be identified","page_number":41,"box":{"x":116,"y":162,"width":763,"height":12}},{"id":"b4ad60a2-4274-469a-8090-1a9a1888ce68","block_type":"box","text":"as such due to internal control weaknesses and failure of the loan originator or intermediary to be advised of such","page_number":41,"box":{"x":116,"y":177,"width":764,"height":12}},{"id":"31a258bd-37ab-4d0c-b25b-bffffd3229f1","block_type":"box","text":"claims. Such mortgage loans could be acquired by the Fund despite the exercise of prudent due diligence. Any","page_number":41,"box":{"x":116,"y":193,"width":744,"height":12}},{"id":"efef2149-498e-4015-9c9f-84b9d73ce152","block_type":"box","text":"inaccuracy or incompleteness on the part of the borrower or seller may adversely affect the valuation of the real","page_number":41,"box":{"x":116,"y":209,"width":753,"height":11}},{"id":"6b32bda1-212e-4d3b-b045-271289a4c333","block_type":"box","text":"estate underlying the loans or may adversely affect the ability of the Fund to perfect or effectuate a lien on the","page_number":41,"box":{"x":116,"y":224,"width":741,"height":12}},{"id":"6a037196-22c2-4544-876a-9862ed00ef07","block_type":"box","text":"real estate or other collateral securing the loan. Under certain circumstances, payments to the Fund may be","page_number":41,"box":{"x":116,"y":240,"width":719,"height":11}},{"id":"395274e0-2c6b-478f-aed4-90908fbcdb77","block_type":"box","text":"reclaimed if such payment or distribution is later determined to have been a fraudulent conveyance or a","page_number":41,"box":{"x":116,"y":255,"width":697,"height":12}},{"id":"199c1a87-4b92-4784-81e6-79d4403418ea","block_type":"box","text":"preferential payment.","page_number":41,"box":{"x":116,"y":271,"width":143,"height":11}},{"id":"46c859de-f258-472e-a15d-62cd745a074f","block_type":"box","text":"Risk of Decline in Value of Real Estate Collateral","page_number":41,"box":{"x":116,"y":305,"width":353,"height":9}},{"id":"1c5bb5f0-9609-40f3-8e73-b9a8942a2045","block_type":"box","text":"The value of the real estate that underlies mortgage loans is subject to market conditions. Changes in the","page_number":41,"box":{"x":150,"y":326,"width":704,"height":12}},{"id":"ec1448e6-979d-4340-84b2-fb3e59d1737d","block_type":"box","text":"real estate market may adversely affect the value of the collateral and thereby lower the value to be derived from","page_number":41,"box":{"x":116,"y":342,"width":760,"height":11}},{"id":"14e5d232-3e53-4350-9b49-a768568c3322","block_type":"box","text":"a liquidation. In addition, adverse changes in the real estate market increase the risk of default, as the incentive of","page_number":41,"box":{"x":116,"y":357,"width":766,"height":12}},{"id":"1fba8c73-33de-4bdb-96f3-734e42350658","block_type":"box","text":"the borrower to retain and protect equity in the property declines. Furthermore, many of the properties that may","page_number":41,"box":{"x":116,"y":373,"width":751,"height":11}},{"id":"172b9a94-59d8-41e5-82b2-abd6b9a8de8f","block_type":"box","text":"secure loans to which the Fund has direct or indirect economic exposure may be suffering varying degrees of","page_number":41,"box":{"x":117,"y":388,"width":735,"height":12}},{"id":"c078d847-63e0-4a8d-9d21-c8f1fd36850e","block_type":"box","text":"financial distress or may be located in economically distressed areas. During the financial crisis of 2007-2009,","page_number":41,"box":{"x":116,"y":404,"width":743,"height":11}},{"id":"07a555cb-72fc-41b8-9458-f25765bd5837","block_type":"box","text":"there was a substantial decline in the value of housing in many markets in the United States. It is possible that","page_number":41,"box":{"x":116,"y":419,"width":740,"height":12}},{"id":"1562de00-3950-4445-9660-30d12a00497c","block_type":"box","text":"real estate values could again decline for a substantial period. Loans to which the Fund may have direct or","page_number":41,"box":{"x":116,"y":435,"width":716,"height":11}},{"id":"eafebbd0-46b4-4aa0-8d41-a4609bbc0d20","block_type":"box","text":"indirect economic exposure may become non-performing for a wide variety of reasons, including, without","page_number":41,"box":{"x":116,"y":450,"width":716,"height":12}},{"id":"c604bff8-601f-42e0-93cc-40442d03db51","block_type":"box","text":"limitation, because the mortgaged property is too highly leveraged (and, therefore, the borrower is unable to meet","page_number":41,"box":{"x":116,"y":466,"width":766,"height":11}},{"id":"32b8c099-ce29-4e02-b549-331ad8b2de37","block_type":"box","text":"debt service payments), the borrower falls upon financial distress (such as from job loss or income reduction, or","page_number":41,"box":{"x":116,"y":481,"width":754,"height":12}},{"id":"c3986d0f-c666-40b9-9fed-d44320ac3a95","block_type":"box","text":"the reset of interest rates on the mortgage itself, which reduces the borrower’s ability to pay) or the property is in","page_number":41,"box":{"x":116,"y":497,"width":761,"height":12}},{"id":"b9a7b048-9399-453d-9e72-da75c9c0e4d5","block_type":"box","text":"a market which has suffered a decline in home prices (and therefore, a borrower has a reduced willingness to","page_number":41,"box":{"x":116,"y":512,"width":733,"height":12}},{"id":"da1ced05-44df-4008-9781-81492b7353e8","block_type":"box","text":"pay). Such non-performing loans may require a substantial amount of workout negotiations and/or restructuring,","page_number":41,"box":{"x":116,"y":528,"width":757,"height":12}},{"id":"ed86fa01-d7c3-49ee-af71-6a777793bfc8","block_type":"box","text":"which may entail, among other things, a substantial reduction in the interest rate, capitalization of interest","page_number":41,"box":{"x":116,"y":543,"width":712,"height":12}},{"id":"9734b0c3-85b0-4d82-9d50-3fb039d9c277","block_type":"box","text":"payments and a substantial write-down of the principal of the loan. However, even if such restructuring were","page_number":41,"box":{"x":116,"y":559,"width":734,"height":12}},{"id":"aa4bb6dd-66cb-4f3f-b606-7981c105ef0d","block_type":"box","text":"successfully accomplished, a risk exists that the borrower will not be able or willing to maintain the restructured","page_number":41,"box":{"x":117,"y":574,"width":756,"height":12}},{"id":"95bca390-4ef3-4954-a1bf-8ce0300c1d00","block_type":"box","text":"payments or refinance the restructured mortgage upon maturity.","page_number":41,"box":{"x":116,"y":590,"width":429,"height":12}},{"id":"9291c5c4-158f-4235-bf60-8b4e98129837","block_type":"box","text":"It is possible that the Fund may find it necessary or desirable to foreclose on some of the loans it acquires.","page_number":41,"box":{"x":150,"y":618,"width":714,"height":11}},{"id":"9f7265c8-5f52-4513-94d2-fbfe49ca60e6","block_type":"box","text":"The foreclosure process may be lengthy and expensive. Borrowers may resist mortgage foreclosure actions by","page_number":41,"box":{"x":116,"y":633,"width":743,"height":12}},{"id":"1d611e93-32e4-4320-844a-64b6e3f6240a","block_type":"box","text":"asserting numerous claims, counterclaims and defenses against the Fund, including, without limitation, numerous","page_number":41,"box":{"x":116,"y":649,"width":764,"height":11}},{"id":"4d24421b-bfe6-4f2c-9733-c3e928254c6f","block_type":"box","text":"lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong","page_number":41,"box":{"x":116,"y":664,"width":757,"height":12}},{"id":"9bb0ac8a-cb8e-4f7c-b207-201ddcdf88cb","block_type":"box","text":"the foreclosure action and force the lender into a modification of the loan or a favorable buy-out of the","page_number":41,"box":{"x":116,"y":680,"width":691,"height":11}},{"id":"013c8815-155e-45b0-8ebc-dfe18201d20b","block_type":"box","text":"borrower’s position. In some states, foreclosure actions can sometimes take several years or more to litigate. At","page_number":41,"box":{"x":116,"y":695,"width":752,"height":12}},{"id":"1b8f3e94-81f7-42cb-8e57-692d1e710193","block_type":"box","text":"any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy, which would have","page_number":41,"box":{"x":116,"y":711,"width":760,"height":11}},{"id":"10fd2706-4218-41d3-a9fc-99f58000e151","block_type":"box","text":"the effect of staying the foreclosure actions and further delaying the foreclosure process. Foreclosure may create","page_number":41,"box":{"x":116,"y":726,"width":757,"height":12}},{"id":"481dc94e-5468-495a-bc83-0204c62b7781","block_type":"box","text":"a negative public image of the mortgaged property and may result in a diminution of value.","page_number":41,"box":{"x":116,"y":742,"width":614,"height":11}},{"id":"dd6c6e73-fc1c-4a8e-b553-633950a2e13c","block_type":"box","text":"The default rate for residential mortgage rates may increase due in large part to borrowers’ inability or","page_number":41,"box":{"x":150,"y":770,"width":690,"height":11}},{"id":"a8ae999e-6eb7-4c56-9150-87ad958cab48","block_type":"box","text":"unwillingness to carry the mortgage loan on a current basis, increased mortgage loan carrying costs resulting","page_number":41,"box":{"x":116,"y":785,"width":733,"height":12}},{"id":"5edaeb25-642c-4e03-904f-d1c7d37a8f70","block_type":"box","text":"from resets of adjustable rate mortgages and increases in taxes and insurance, the inability of borrowers to","page_number":41,"box":{"x":116,"y":801,"width":716,"height":11}},{"id":"a5307256-791b-40f5-8254-674244e46912","block_type":"box","text":"refinance mortgage loans and general factors that reduce the ability of the borrower to pay its mortgage loan","page_number":41,"box":{"x":116,"y":816,"width":730,"height":12}},{"id":"25e86ea5-f549-4671-8d06-62fd79340e92","block_type":"box","text":"obligations, including loss of employment, increased cost of living and unexpected significant bills such as","page_number":41,"box":{"x":116,"y":832,"width":720,"height":11}},{"id":"8ad8068b-d075-40df-9dc9-53bebefb7e75","block_type":"box","text":"healthcare-related expenses. Lenders may exercise their foreclosure rights that will further decrease the value of","page_number":41,"box":{"x":116,"y":847,"width":756,"height":12}},{"id":"720e9638-44e0-4950-b8f7-953a333a2dbd","block_type":"box","text":"the residential real estate as foreclosure sales are often at lower prices than sales in the ordinary course. Such","page_number":41,"box":{"x":116,"y":863,"width":734,"height":11}},{"id":"c88ee4b4-90ec-4bb3-91bd-e04ee11d7585","block_type":"box","text":"conditions could further decrease the value of the residential real estate. The Fund could face increased default","page_number":41,"box":{"x":116,"y":878,"width":746,"height":9}},{"id":"fb852f7a-9642-42d0-bd48-28221d865f11","block_type":"box","text":"S-38","page_number":41,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"a8e189e9-7db2-40bb-90ea-dbaa83dbc39d","block_type":"box","text":"NM1026U-5982768-41/119","page_number":41,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"d4e3c7da-fc27-4d6c-88ef-9a68e89ff29a","block_type":"box","text":"rates on sub-performing and non-performing mortgage loans to which it has direct or indirect economic","page_number":42,"box":{"x":116,"y":88,"width":698,"height":11}},{"id":"b319edc1-7b51-49b5-b64f-15cb8d6c4e6c","block_type":"box","text":"exposure, including loans that were modified with the expectation that they would be re-performing loans.","page_number":42,"box":{"x":116,"y":103,"width":716,"height":12}},{"id":"f26b43cf-3c4d-468c-859b-a764da3f582f","block_type":"box","text":"Environmental Hazards","page_number":42,"box":{"x":116,"y":142,"width":173,"height":9}},{"id":"06badda0-8de4-4abc-8e23-245e25b07f6c","block_type":"box","text":"Under applicable environmental laws, owners of property may be liable for the cleanup and removal of","page_number":42,"box":{"x":150,"y":165,"width":696,"height":12}},{"id":"2b0e8e4f-e7bb-4124-af73-14ecad81da6c","block_type":"box","text":"hazardous substances even where the owner was not responsible for placing the hazardous substances on the","page_number":42,"box":{"x":116,"y":181,"width":731,"height":11}},{"id":"e1b50cdd-0d75-4fd8-8649-ba928337086d","block_type":"box","text":"property or where the property was contaminated prior to the time the owner took title. The kinds of hazardous","page_number":42,"box":{"x":116,"y":196,"width":747,"height":12}},{"id":"316b7102-3ccf-4152-8913-5b2421ff0c50","block_type":"box","text":"substances for which liability may be incurred include, among others, chemicals and other materials commonly","page_number":42,"box":{"x":117,"y":212,"width":750,"height":11}},{"id":"fcac95e1-e2c9-4b8a-8c0a-6d47bc090342","block_type":"box","text":"used by small businesses and manufacturing operations. The costs of removal and clean-up of hazardous","page_number":42,"box":{"x":116,"y":227,"width":705,"height":12}},{"id":"64949fb2-2d07-4175-af10-5d9c106ff399","block_type":"box","text":"substances and wastes can be extremely expensive and, in some cases, can exceed the value of a property. If any","page_number":42,"box":{"x":117,"y":243,"width":757,"height":11}},{"id":"73c9489e-42bd-4997-878d-a8af2e1ddd6e","block_type":"box","text":"property acquired by the Fund through foreclosure or otherwise subsequently were found to have an","page_number":42,"box":{"x":116,"y":258,"width":675,"height":12}},{"id":"b6fa2c9c-86bb-466d-b6c3-f32ee77bd8dd","block_type":"box","text":"environmental problem, the Fund could incur substantial costs and suffer a complete loss of its investment in","page_number":42,"box":{"x":116,"y":274,"width":735,"height":11}},{"id":"f51eb721-b409-4ba6-afd3-54ea20cb1efd","block_type":"box","text":"such property as well as of other assets. Similarly, real estate is subject to loss due to so-called “special hazards”","page_number":42,"box":{"x":117,"y":289,"width":756,"height":12}},{"id":"a49047f6-d285-4c1e-a5a1-0d047ec3c332","block_type":"box","text":"(e.g., floods, earthquakes and hurricanes). It may be impractical or impossible to fully insure against such events","page_number":42,"box":{"x":116,"y":305,"width":758,"height":11}},{"id":"867d93b3-304a-4998-8040-9145b235cadc","block_type":"box","text":"and, should such an event occur, the Fund could incur substantial costs and suffer a complete loss of its","page_number":42,"box":{"x":116,"y":320,"width":696,"height":12}},{"id":"d12cc108-819c-4a1b-ba0e-6bb40321a7bf","block_type":"box","text":"investment in such property.","page_number":42,"box":{"x":116,"y":336,"width":190,"height":11}},{"id":"7e57761a-f7d1-45d2-92eb-ae0224b63d4d","block_type":"box","text":"Mortgage-Related Issuers","page_number":42,"box":{"x":116,"y":374,"width":185,"height":12}},{"id":"a115c90b-75c0-4893-a0bb-2c6dd87cba85","block_type":"box","text":"The Fund may invest in mortgage servicers, originators and other mortgage-related issuers, including","page_number":42,"box":{"x":150,"y":398,"width":682,"height":11}},{"id":"083fad07-51dc-4029-8481-ce3c843107a0","block_type":"box","text":"acquiring all or substantially all of the equity of a mortgage origination business. There can be no assurance that","page_number":42,"box":{"x":116,"y":413,"width":756,"height":12}},{"id":"c93ddfcc-f8f6-4896-8056-96af1a0f247c","block_type":"box","text":"any such investments will be made or, if made, that they will be profitable.","page_number":42,"box":{"x":116,"y":429,"width":503,"height":11}},{"id":"abc3a76b-eb5b-4ce8-a5b3-306d905d88f3","block_type":"box","text":"Because investments in mortgage-related issuers are relatively illiquid, the Fund’s ability to promptly sell","page_number":42,"box":{"x":150,"y":460,"width":711,"height":11}},{"id":"fefe6d2a-306a-4aef-9714-0f6794b486c2","block_type":"box","text":"one or more related investments in response to changing economic, financial and investment conditions is","page_number":42,"box":{"x":116,"y":475,"width":713,"height":12}},{"id":"833f285b-6d9a-4bd8-8d3f-178bba442dcd","block_type":"box","text":"limited. The mortgage and real estate market is affected by many factors, such as general economic conditions,","page_number":42,"box":{"x":116,"y":491,"width":748,"height":11}},{"id":"05389331-786d-4eac-b543-0819f3d6d0a7","block_type":"box","text":"availability of financing, interest rates and other factors, including supply and demand, that are beyond the","page_number":42,"box":{"x":116,"y":506,"width":718,"height":12}},{"id":"d00e65c4-f8a5-44ed-80e7-14f45905770e","block_type":"box","text":"Fund’s control. The Fund cannot predict whether it will be able to sell any investment in a mortgage-related","page_number":42,"box":{"x":116,"y":522,"width":727,"height":11}},{"id":"d57dcce1-b4a2-4980-8a10-7b2ca8eb74e6","block_type":"box","text":"issuer, including a mortgage originator or servicer, for the price or on the terms set by the Fund or whether any","page_number":42,"box":{"x":116,"y":537,"width":747,"height":12}},{"id":"9e7636b4-bc29-408e-ae8e-d664e3b007b8","block_type":"box","text":"price or other terms offered by a prospective purchaser would be acceptable to the Fund. The Fund also cannot","page_number":42,"box":{"x":116,"y":553,"width":747,"height":11}},{"id":"58c79889-7ee7-44d4-b417-c088f411c800","block_type":"box","text":"predict the length of time needed to find a willing and suitable purchaser.","page_number":42,"box":{"x":116,"y":568,"width":493,"height":12}},{"id":"09097617-2cbd-4c25-8978-1352206d7f1a","block_type":"box","text":"Special Purpose Acquisition Companies.","page_number":42,"box":{"x":116,"y":607,"width":289,"height":11}},{"id":"7fb2d187-ec72-4348-927b-7ee6543ba0ea","block_type":"box","text":"The Fund may invest in stock, warrants, rights and other interests issued by special purpose acquisition","page_number":42,"box":{"x":150,"y":630,"width":695,"height":12}},{"id":"3256e0a2-9035-4f8b-bc70-1c55f6d6d779","block_type":"box","text":"companies (“SPACs”) or similar special purpose entities that pool funds to seek potential acquisition","page_number":42,"box":{"x":116,"y":646,"width":680,"height":11}},{"id":"22abd144-131f-41f0-9f61-ec64c3e22fef","block_type":"box","text":"opportunities, including the “founder’s” shares and warrants described below. A SPAC is a publicly traded","page_number":42,"box":{"x":116,"y":661,"width":721,"height":12}},{"id":"4eea2120-3cfc-463f-b925-8c7cb0a34b01","block_type":"box","text":"company that raises investment capital via an IPO for the purpose of identifying and acquiring one or more","page_number":42,"box":{"x":116,"y":677,"width":722,"height":11}},{"id":"43b579cd-ed88-47c2-9224-cb95a02d2b3b","block_type":"box","text":"operating businesses or assets. In connection with forming a SPAC, the SPAC’s sponsors acquire “founder’s”","page_number":42,"box":{"x":116,"y":692,"width":740,"height":12}},{"id":"dc0a8179-7dc4-45f1-9b3b-1eed6aecac33","block_type":"box","text":"shares, generally for nominal consideration, and warrants that will result in the sponsors owning a specified","page_number":42,"box":{"x":117,"y":708,"width":724,"height":11}},{"id":"beaf068c-2c7a-4774-a71d-70f531a0311a","block_type":"box","text":"percentage (typically 20%) of the SPAC’s outstanding common stock upon completion of the IPO. At the time a","page_number":42,"box":{"x":116,"y":723,"width":758,"height":12}},{"id":"27512803-1830-4a8c-adf1-af02a370ac1e","block_type":"box","text":"SPAC conducts an IPO, it has selected a management team but has not yet identified a specific acquisition","page_number":42,"box":{"x":116,"y":739,"width":718,"height":11}},{"id":"7a1aafe7-12b5-4be3-9140-0a98862bdb02","block_type":"box","text":"opportunity. Unless and until an acquisition is completed, a SPAC generally invests its assets in U.S.","page_number":42,"box":{"x":116,"y":754,"width":679,"height":12}},{"id":"e4405970-d786-439e-9a14-b31bff4b63b9","block_type":"box","text":"Government securities, money market securities and cash. If an acquisition that meets the requirements for the","page_number":42,"box":{"x":116,"y":770,"width":745,"height":11}},{"id":"afbae5e6-a0a9-4419-8e58-393bacf07f98","block_type":"box","text":"SPAC is not completed within a pre-established period of time, the invested funds are returned to the SPAC’s","page_number":42,"box":{"x":116,"y":785,"width":739,"height":12}},{"id":"48fbe578-6f8e-4e27-a2df-32559359ef51","block_type":"box","text":"public shareholders, the warrants expire, and the “founder’s” shares and such warrants become worthless.","page_number":42,"box":{"x":116,"y":801,"width":711,"height":11}},{"id":"22f74630-9786-4864-9d38-7ff1b0e529f2","block_type":"box","text":"Because SPACs and similar entities are in essence “blank check” companies without operating histories or","page_number":42,"box":{"x":116,"y":816,"width":719,"height":12}},{"id":"aa6b5b9a-16c3-4093-bc8f-23e60dfe9e13","block_type":"box","text":"ongoing business operations (other than identifying and pursuing acquisitions), the potential for the long term","page_number":42,"box":{"x":116,"y":832,"width":739,"height":11}},{"id":"d42629ea-e074-49c8-82de-522d938fe4cf","block_type":"box","text":"capital appreciation of their securities is particularly dependent on the ability of the SPAC’s management to","page_number":42,"box":{"x":116,"y":847,"width":727,"height":12}},{"id":"cd9e673b-0d6b-4102-8f69-8a3b63cd4b8e","block_type":"box","text":"identify and complete a profitable acquisition. There is no guarantee that the SPACs in which the Fund invests","page_number":42,"box":{"x":116,"y":863,"width":744,"height":11}},{"id":"209e61f4-5b28-4ca5-bf1a-89ee8db9a4ee","block_type":"box","text":"will complete an acquisition or that any acquisitions completed by the SPACs in which the Fund invests will be","page_number":42,"box":{"x":116,"y":878,"width":752,"height":12}},{"id":"24d52eb2-5bcc-458f-afc5-10762e83fe6d","block_type":"box","text":"S-39","page_number":42,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"90a9be58-fea3-4d11-a413-48b68bb89701","block_type":"box","text":"NM1026U-5982768-42/119","page_number":42,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"89305288-ad4c-4758-99a7-73ce730c7e47","block_type":"box","text":"profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may ultimately","page_number":43,"box":{"x":116,"y":88,"width":761,"height":11}},{"id":"4ba0f3fd-9325-4fde-b965-cafc6a478921","block_type":"box","text":"lead to an increase in the volatility of their prices following the acquisition. In addition, some of these securities","page_number":43,"box":{"x":116,"y":103,"width":753,"height":12}},{"id":"dcbe6716-3619-4a51-95cb-4ea28faa33f2","block_type":"box","text":"may be considered illiquid and/or subject to restrictions on resale.","page_number":43,"box":{"x":116,"y":119,"width":443,"height":11}},{"id":"5a0e8ae4-67f3-41cf-be01-429b8523f60d","block_type":"box","text":"MANAGEMENT OF THE FUND","page_number":43,"box":{"x":377,"y":160,"width":245,"height":9}},{"id":"af1717d9-759a-4b9d-b169-79e8dc084bd1","block_type":"box","text":"Investment Management Agreement","page_number":43,"box":{"x":116,"y":188,"width":263,"height":11}},{"id":"3eef49df-16d2-4351-a5b8-85aa281bef97","block_type":"box","text":"Although the Advisor intends to devote such time and effort to the business of the Fund as is reasonably","page_number":43,"box":{"x":150,"y":210,"width":701,"height":11}},{"id":"097a06c8-50ce-4988-a01d-ffb984ca96bd","block_type":"box","text":"necessary to perform its duties to the Fund, the services of the Advisor are not exclusive and the Advisor","page_number":43,"box":{"x":116,"y":225,"width":706,"height":12}},{"id":"6682eeed-ebed-4896-b35f-f54660151d76","block_type":"box","text":"provides similar services to other investment companies and other clients and may engage in other activities.","page_number":43,"box":{"x":116,"y":241,"width":732,"height":11}},{"id":"1a2f1b41-3a6b-434b-8360-0c75c8b16a6a","block_type":"box","text":"The investment management agreement between the Advisor and the Fund (the “Investment Management","page_number":43,"box":{"x":150,"y":269,"width":714,"height":12}},{"id":"c967725e-9a54-47db-94f2-8a1a68fd8df3","block_type":"box","text":"Agreement”) also provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless","page_number":43,"box":{"x":116,"y":284,"width":730,"height":12}},{"id":"1b4c31ae-1a18-4de5-909c-781c7c7ff14d","block_type":"box","text":"disregard of its obligations thereunder, the Advisor is not liable to the Fund or any of the Fund’s shareholders for","page_number":43,"box":{"x":116,"y":300,"width":762,"height":12}},{"id":"903ae136-5f3b-4f1a-84a6-30a62b10cdb6","block_type":"box","text":"any act or omission by the Advisor in the supervision or management of its respective investment activities or for","page_number":43,"box":{"x":116,"y":315,"width":765,"height":12}},{"id":"69327c0f-d3c7-4ea2-a82f-e73857083853","block_type":"box","text":"any loss sustained by the Fund or the Fund’s shareholders and provides for indemnification by the Fund of the","page_number":43,"box":{"x":116,"y":331,"width":743,"height":12}},{"id":"9baf9950-c303-4f9d-869c-ad4386e82df7","block_type":"box","text":"Advisor, its directors, officers, employees, agents and control persons for liabilities incurred by them in","page_number":43,"box":{"x":116,"y":346,"width":698,"height":12}},{"id":"d9f252c7-d7cf-4668-bbd4-2c5e3c4d6fc8","block_type":"box","text":"connection with their services to the Fund, subject to certain limitations and conditions.","page_number":43,"box":{"x":116,"y":362,"width":589,"height":12}},{"id":"8df34fcc-2c29-4dae-aa12-9d15a9d187c9","block_type":"box","text":"The Investment Management Agreement provides that the Advisor receives an annual fee, payable monthly,","page_number":43,"box":{"x":150,"y":390,"width":729,"height":12}},{"id":"40a8d904-b382-4efd-aa8e-c22cc2de9036","block_type":"box","text":"in an amount equal to 1.00% of the average daily value of the Fund’s Managed Assets.","page_number":43,"box":{"x":116,"y":406,"width":584,"height":11}},{"id":"a301e775-63a5-4020-885f-654b6cd776c9","block_type":"box","text":"The Fund and the Advisor have entered into an advisory fee waiver agreement (the “Advisory Fee Waiver","page_number":43,"box":{"x":150,"y":434,"width":716,"height":12}},{"id":"f11b1d09-b42f-49c2-bae3-d6ac33b7129a","block_type":"box","text":"Agreement”), pursuant to which the Advisor has contractually agreed, effective as of December 1, 2025, to waive","page_number":43,"box":{"x":116,"y":449,"width":766,"height":12}},{"id":"2b4d3a43-568d-44a1-b892-55ea76d96b1a","block_type":"box","text":"the entirety of its management fee otherwise payable by the Fund through June 30, 2026. The agreement may be","page_number":43,"box":{"x":116,"y":465,"width":758,"height":12}},{"id":"3c1c6599-01d7-4a85-a157-5c42ebffe385","block_type":"box","text":"terminated upon 90 days’ notice by a majority of the Independent Trustees or by a vote of a majority of the","page_number":43,"box":{"x":116,"y":480,"width":722,"height":12}},{"id":"e820f549-5067-485b-9735-d4b7631f341b","block_type":"box","text":"outstanding voting securities of the Fund. Any amounts waived pursuant to the Advisory Fee Waiver Agreement","page_number":43,"box":{"x":116,"y":496,"width":760,"height":12}},{"id":"2f999113-3c8a-4e0f-9b2e-ea6a7fc01075","block_type":"box","text":"are inclusive of fees waived pursuant to the Fee Waiver Agreement discussed below.","page_number":43,"box":{"x":116,"y":511,"width":571,"height":12}},{"id":"0dd9936d-504f-43c4-9c5d-6b69df13ed79","block_type":"box","text":"The Fund and the Advisor have also entered into a fee waiver agreement (the “Fee Waiver Agreement”),","page_number":43,"box":{"x":150,"y":540,"width":705,"height":11}},{"id":"44fbbe5d-e385-4417-8e6f-f384b065bd52","block_type":"box","text":"pursuant to which the Advisor has contractually agreed to waive the management fee with respect to any portion","page_number":43,"box":{"x":116,"y":555,"width":758,"height":12}},{"id":"5880afc5-d411-4d17-bd7c-437679fe48e6","block_type":"box","text":"of the Fund’s assets attributable to investments in any equity and fixed-income mutual funds and exchange","page_number":43,"box":{"x":116,"y":571,"width":725,"height":11}},{"id":"569158d6-ad9e-42a1-ab39-b8c22c90498b","block_type":"box","text":"traded funds managed by the Advisor or its affiliates and other exchange-traded products sponsored by the","page_number":43,"box":{"x":116,"y":586,"width":718,"height":12}},{"id":"da7fa982-3fee-4ff4-ba0f-9df473f0cc12","block_type":"box","text":"Advisor or its affiliates, in each case that have a contractual fee, through June 30, 2027. In addition, pursuant to","page_number":43,"box":{"x":116,"y":602,"width":751,"height":11}},{"id":"e74e87b4-dbb9-4436-84b8-c7a830f4d330","block_type":"box","text":"the Fee Waiver Agreement, the Advisor has contractually agreed to waive its management fees by the amount of","page_number":43,"box":{"x":116,"y":617,"width":761,"height":12}},{"id":"91944412-e53f-4639-8dd8-8373004e4254","block_type":"box","text":"investment advisory fees the Fund pays to the Advisor indirectly through its investment in money market funds","page_number":43,"box":{"x":116,"y":633,"width":750,"height":11}},{"id":"343ec0b5-c6c6-46b5-b9d8-14766aa05430","block_type":"box","text":"advised by the Advisor or its affiliates, through June 30, 2027. The Fee Waiver Agreement may be continued","page_number":43,"box":{"x":116,"y":648,"width":736,"height":12}},{"id":"8c701217-4aeb-40d5-bedf-a23adb3f2149","block_type":"box","text":"from year to year thereafter, provided that such continuance is specifically approved by the Advisor and the Fund","page_number":43,"box":{"x":116,"y":664,"width":765,"height":11}},{"id":"f89677ad-a13a-4fc0-97d0-b5b47c54ecf5","block_type":"box","text":"(including by a majority of the Fund’s Independent Trustees). Neither the Advisor nor the Fund is obligated to","page_number":43,"box":{"x":116,"y":679,"width":744,"height":12}},{"id":"d6774046-5238-493d-8116-81cf0a58f7da","block_type":"box","text":"extend the Fee Waiver Agreement. The Fee Waiver Agreement may be terminated at any time, without the","page_number":43,"box":{"x":116,"y":695,"width":720,"height":11}},{"id":"9cc6e832-6c08-484a-9b99-10a0c14bee05","block_type":"box","text":"payment of any penalty, only by the Fund (upon the vote of a majority of the Independent Trustees of the Fund or","page_number":43,"box":{"x":116,"y":710,"width":767,"height":12}},{"id":"752bfda6-092b-4e8e-8a62-b9dbdde48a47","block_type":"box","text":"a majority of the outstanding voting securities of the Fund), upon 90 days’ written notice by the Fund to the","page_number":43,"box":{"x":116,"y":726,"width":725,"height":11}},{"id":"496530d3-9694-4f44-8c22-9328ce2d5e49","block_type":"box","text":"Advisor.","page_number":43,"box":{"x":116,"y":741,"width":57,"height":9}},{"id":"f35fd416-e7a9-4c80-b395-9bf3faecc246","block_type":"box","text":"Pursuant to an Amended and Restated Expense Limitation Agreement between the Fund and the Advisor","page_number":43,"box":{"x":150,"y":769,"width":708,"height":12}},{"id":"b0f33012-21e4-455b-8314-7f7141aba275","block_type":"box","text":"(the “Expense Agreement”), the Advisor has agreed to waive and/or reimburse certain operating and other","page_number":43,"box":{"x":116,"y":785,"width":717,"height":12}},{"id":"c7648293-d0b1-438c-99ae-4d2278163e6d","block_type":"box","text":"expenses of the Fund in order to limit certain expenses to 0.50% of the Fund’s average daily value of the net","page_number":43,"box":{"x":116,"y":800,"width":731,"height":12}},{"id":"11a60512-7b3f-4b1b-9f64-a918d580ab2d","block_type":"box","text":"assets of each share class. Subject to the terms of the Expense Agreement, expenses borne by the Advisor in the","page_number":43,"box":{"x":116,"y":816,"width":754,"height":12}},{"id":"4704e60c-b14e-4d1f-9b03-b3222510a1aa","block_type":"box","text":"prior two fiscal years of the Fund are subject to recoupment by the Advisor. Such recoupment arrangement","page_number":43,"box":{"x":116,"y":831,"width":721,"height":12}},{"id":"c5a1557a-fe2c-459a-a549-0290ede3145f","block_type":"box","text":"terminated on March 1, 2026. The Expense Agreement continues from year to year if approved by a majority of","page_number":43,"box":{"x":116,"y":847,"width":755,"height":12}},{"id":"89c91f97-e660-46e3-83c3-ff9e7cc6de71","block_type":"box","text":"the Fund’s Independent Trustees. The current term of the Expense Agreement expires on June 30, 2027.","page_number":43,"box":{"x":116,"y":862,"width":701,"height":12}},{"id":"cebaa691-d740-4d8d-8ba7-808a9705212a","block_type":"box","text":"Expenses covered by the Expense Cap include all of the Fund’s expenses other than those expressly excluded by","page_number":43,"box":{"x":116,"y":878,"width":759,"height":12}},{"id":"51aeb991-1a9d-4b7f-8d2b-b04d1804918e","block_type":"box","text":"S-40","page_number":43,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"1c119be1-d05a-4a34-a3a7-0281755da307","block_type":"box","text":"NM1026U-5982768-43/119","page_number":43,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"164b8e24-2356-41e8-9993-254fd15d8717","block_type":"box","text":"the Expense Cap. Expenses covered by the Expense Cap include, without limitation, custodial, accounting and","page_number":44,"box":{"x":116,"y":88,"width":745,"height":11}},{"id":"aeb21a80-e93e-4a9a-9e9b-b1a9c68c683c","block_type":"box","text":"administrative services (e.g., expenses incurred in connection with: reconciling cash and investment balances","page_number":44,"box":{"x":116,"y":103,"width":736,"height":12}},{"id":"e37e29d5-7d4a-4a68-b640-2fafe6461704","block_type":"box","text":"with the Fund’s custodian; calculating contractual expenses, including management fees; determining net","page_number":44,"box":{"x":116,"y":119,"width":711,"height":11}},{"id":"40ca0f99-3889-4ae0-92c1-8e1a5122b348","block_type":"box","text":"income; arranging for the computation of the Fund’s NAV; preparing the Fund’s Statement of Assets and","page_number":44,"box":{"x":116,"y":134,"width":711,"height":12}},{"id":"9836c030-d98d-453f-b1bd-58fee19edbe6","block_type":"box","text":"Liabilities, Statement of Operations and Statements of Changes in Net Assets; preparing the Fund’s annual and","page_number":44,"box":{"x":116,"y":150,"width":749,"height":11}},{"id":"cda45f24-8aca-406a-b29a-1ed0ec08a20a","block_type":"box","text":"semi-annual reports; receiving and tabulating proxies; maintaining the register of shareholders, including any","page_number":44,"box":{"x":117,"y":165,"width":735,"height":12}},{"id":"dcc0e4a3-1738-4956-bb98-1ca0dfb77c53","block_type":"box","text":"transfer or repurchase of common shares; arranging for the calculation of the issue and repurchase price of","page_number":44,"box":{"x":116,"y":181,"width":719,"height":11}},{"id":"61621a93-2d03-4254-bf04-3896f684cdf6","block_type":"box","text":"Shares; preparing repurchase offer notices and performing all work associated with repurchase offers; allocating","page_number":44,"box":{"x":116,"y":196,"width":757,"height":12}},{"id":"4969727e-1845-4b2d-b4a0-53eda4722da6","block_type":"box","text":"income, expenses, gains and losses; issuing reports and transaction statements to Fund shareholders), any","page_number":44,"box":{"x":116,"y":212,"width":709,"height":11}},{"id":"27db8f11-e3d5-497a-aeb3-487dca1854fb","block_type":"box","text":"ongoing organizational expenses, and all initial and ongoing offering expenses (other than any applicable sales","page_number":44,"box":{"x":116,"y":227,"width":746,"height":12}},{"id":"1d179db2-8c53-490a-8b43-565d851a0f2e","block_type":"box","text":"load). Expenses excluded from the Expense Cap are limited to (i) the investment advisory fee; (ii) interest","page_number":44,"box":{"x":116,"y":243,"width":714,"height":11}},{"id":"8fa3de7e-99bb-4c9a-b435-83fc7824b02b","block_type":"box","text":"expense and other financing costs, if any; (iii) portfolio transaction and other investment-related costs (including","page_number":44,"box":{"x":116,"y":258,"width":759,"height":12}},{"id":"c0de4d76-56cc-4978-b9f8-50bb32a2c50c","block_type":"box","text":"acquired fund fees and expenses, brokerage commissions, dealer and underwriter spreads, commitment fees on","page_number":44,"box":{"x":116,"y":274,"width":748,"height":11}},{"id":"cdfde551-b184-48ea-a682-66e848f9cbcb","block_type":"box","text":"leverage facilities, prime broker fees and expenses and dividend expenses related to short sales); (iv) taxes;","page_number":44,"box":{"x":116,"y":289,"width":721,"height":12}},{"id":"8c50cb42-4ec2-4041-bb97-2b2f887e988a","block_type":"box","text":"(v) any other extraordinary expenses not incurred in the ordinary course of the Fund’s business (including,","page_number":44,"box":{"x":116,"y":305,"width":717,"height":11}},{"id":"d4c39e57-5f88-4edf-86df-41bb7d365acc","block_type":"box","text":"without limitation, litigation expenses); and (vi) if applicable, an ongoing Distribution and Servicing Fee).","page_number":44,"box":{"x":116,"y":320,"width":715,"height":12}},{"id":"1c2c8a7a-ea97-494e-bfb2-3f749df4c35b","block_type":"box","text":"The Investment Management Agreement was approved by the sole common shareholder of the Fund as of","page_number":44,"box":{"x":150,"y":354,"width":716,"height":11}},{"id":"70f97a01-e206-4d41-8e04-ce22fef2a15d","block_type":"box","text":"November 15, 2018. The Investment Management Agreement will continue in effect for a period of two years","page_number":44,"box":{"x":116,"y":369,"width":742,"height":12}},{"id":"33e6e7f7-9873-4cf0-81ab-9589a85e4bb7","block_type":"box","text":"from its effective date, and if not sooner terminated, will continue in effect for successive periods of 12 months","page_number":44,"box":{"x":116,"y":385,"width":750,"height":11}},{"id":"8d104876-45ac-421a-adfd-3388323648b8","block_type":"box","text":"thereafter, provided that each continuance is specifically approved at least annually by both (1) the vote of a","page_number":44,"box":{"x":116,"y":400,"width":729,"height":12}},{"id":"5fc8bdde-9760-404c-9eda-1331d5176335","block_type":"box","text":"majority of the Board or the vote of a majority of the outstanding voting securities of the Fund (as such term is","page_number":44,"box":{"x":116,"y":416,"width":745,"height":11}},{"id":"35934599-4469-4d11-ab9b-71fa9ee880a4","block_type":"box","text":"defined in the Investment Company Act) and (2) by the vote of a majority of the Trustees who are not parties to","page_number":44,"box":{"x":116,"y":431,"width":753,"height":12}},{"id":"ba5ee472-2fba-4871-ba8d-f8a825bd6d92","block_type":"box","text":"the Investment Management Agreement or “interested persons” (as such term is defined in the Investment","page_number":44,"box":{"x":116,"y":447,"width":715,"height":11}},{"id":"bd0c1fdf-9d9c-48ed-9cfa-d5cd09b03a55","block_type":"box","text":"Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval.","page_number":44,"box":{"x":116,"y":462,"width":747,"height":12}},{"id":"842f9d0a-f57b-4192-acd1-0d5fa066f92b","block_type":"box","text":"The Investment Management Agreement may be terminated as a whole at any time by the Fund, without the","page_number":44,"box":{"x":116,"y":478,"width":730,"height":11}},{"id":"1810ec59-5763-4ea3-b0f8-cf8cd1baf5a8","block_type":"box","text":"payment of any penalty, upon the vote of a majority of the Board or a majority of the outstanding voting","page_number":44,"box":{"x":116,"y":493,"width":703,"height":12}},{"id":"014974a5-3be6-41bc-ab2f-451e653892b0","block_type":"box","text":"securities of the Fund or by the Advisor, on 60 days’ written notice by either party to the other which can be","page_number":44,"box":{"x":117,"y":509,"width":728,"height":11}},{"id":"cb9cc4b0-8938-45a6-a58d-1170a0cca7fd","block_type":"box","text":"waived by the non-terminating party. The Investment Management Agreement will terminate automatically in","page_number":44,"box":{"x":116,"y":524,"width":743,"height":12}},{"id":"abed0409-1525-484f-a2f4-e9de0acc907b","block_type":"box","text":"the event of its “assignment” (as such term is defined in the Investment Company Act and the rules thereunder).","page_number":44,"box":{"x":116,"y":540,"width":754,"height":11}},{"id":"f7da0413-027e-4a78-b5a6-8baa10010ac5","block_type":"box","text":"A discussion regarding the basis for the approval of the Investment Management Agreement by the Board is","page_number":44,"box":{"x":150,"y":573,"width":729,"height":12}},{"id":"5abb6969-610a-4bfe-a395-b1661ed99a9e","block_type":"box","text":"available in the Fund’s Semi-Annual Report to shareholders for the fiscal period ended June 30, 2025.","page_number":44,"box":{"x":116,"y":589,"width":687,"height":11}},{"id":"5f71c401-13fe-4bc8-ab63-ac6bf5f8b5c6","block_type":"box","text":"The table below sets forth information about the total management fees paid by the Fund to the Advisor","page_number":44,"box":{"x":150,"y":622,"width":700,"height":12}},{"id":"e998adf7-5fc0-4c29-b9b1-914b4968e2c4","block_type":"box","text":"(which includes amounts paid by the Advisor to the Sub-Advisors), and the amounts waived and/or reimbursed","page_number":44,"box":{"x":116,"y":638,"width":749,"height":11}},{"id":"960faa12-45c3-4733-8b20-10cf5ae1ca8b","block_type":"box","text":"by the Advisor, for the periods indicated:","page_number":44,"box":{"x":116,"y":653,"width":276,"height":12}},{"id":"51f201fc-3fe3-43a4-a602-d5a38e9cc95e","block_type":"box","text":"Paid to the Advisor","page_number":44,"box":{"x":449,"y":683,"width":110,"height":8}},{"id":"5a42d7fc-2ad2-47ef-b69d-2ab3ba729844","block_type":"box","text":"Waived by the Advisor","page_number":44,"box":{"x":577,"y":683,"width":131,"height":10}},{"id":"0c4633ff-381c-4317-9e4d-2ea44bf8b6c5","block_type":"box","text":"Reimbursed by the Advisor","page_number":44,"box":{"x":726,"y":683,"width":157,"height":10}},{"id":"2b0304bb-4fbf-4d04-80a1-2a364d89cdb6","block_type":"box","text":"Fiscal Year Ended","page_number":44,"box":{"x":116,"y":702,"width":124,"height":9}},{"id":"de6bcd05-8348-4e10-acbb-394aed5104ba","block_type":"box","text":"December 31, 2025","page_number":44,"box":{"x":133,"y":718,"width":131,"height":10}},{"id":"99db84b4-d2cf-4c93-a746-92ff65f85565","block_type":"box","text":"...................","page_number":44,"box":{"x":277,"y":725,"width":153,"height":2}},{"id":"f130ba9e-ee94-4199-baba-74c9313db8ec","block_type":"box","text":"$6,245,332 $550,570 $30,007","page_number":44,"box":{"x":467,"y":717,"width":364,"height":11}},{"id":"7d7e8d92-26df-490d-b623-2e97095bd272","block_type":"box","text":"Fiscal Year Ended","page_number":44,"box":{"x":116,"y":733,"width":124,"height":9}},{"id":"c0d8a734-5220-4118-8de5-d76e21229611","block_type":"box","text":"December 31, 2024","page_number":44,"box":{"x":133,"y":749,"width":131,"height":10}},{"id":"abc13100-c970-4f5f-a4de-1acbeab4f85d","block_type":"box","text":"...................","page_number":44,"box":{"x":277,"y":756,"width":153,"height":2}},{"id":"a76d8d24-8509-47b1-80f1-dbf0a28ece0b","block_type":"box","text":"$5,670,708 $ 29,122 $12,821","page_number":44,"box":{"x":467,"y":748,"width":363,"height":11}},{"id":"5b9b1b21-1348-4de1-b1ad-aec9c561e464","block_type":"box","text":"Fiscal Year Ended","page_number":44,"box":{"x":116,"y":764,"width":124,"height":9}},{"id":"695ec04f-3211-415b-b1cd-671e1790a88a","block_type":"box","text":"December 31, 2023","page_number":44,"box":{"x":133,"y":780,"width":131,"height":10}},{"id":"7c79be19-8d19-451c-8ec8-d0869e4e1221","block_type":"box","text":"...................","page_number":44,"box":{"x":277,"y":787,"width":153,"height":2}},{"id":"06bd1285-c7fa-4a16-84c3-fc6218c9397c","block_type":"box","text":"$4,642,918 $ 20,083 $ 0","page_number":44,"box":{"x":467,"y":779,"width":364,"height":11}},{"id":"45c96ece-26e1-480e-91f5-dea6a73ed8dc","block_type":"box","text":"Sub-Investment Advisory Agreements","page_number":44,"box":{"x":116,"y":822,"width":273,"height":12}},{"id":"d7caf01c-9a62-4549-b216-f6223c4ff5d7","block_type":"box","text":"BlackRock International Limited, BlackRock (Singapore) Limited and BlackRock Capital Investment","page_number":44,"box":{"x":150,"y":847,"width":687,"height":12}},{"id":"7ad44ffc-7943-46ca-a3ac-f9ffea2236cf","block_type":"box","text":"Advisors, LLC, each an indirect, majority-owned subsidiary of BlackRock, perform certain of the day-to-day","page_number":44,"box":{"x":116,"y":862,"width":736,"height":12}},{"id":"664101bd-84a7-4b8b-bdef-212ef7f6b56f","block_type":"box","text":"investment management of the Fund pursuant to separate sub-investment advisory agreements.","page_number":44,"box":{"x":116,"y":878,"width":639,"height":12}},{"id":"b6de1109-ccbb-4b07-ba9d-b1f7e9e9b427","block_type":"box","text":"S-41","page_number":44,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"ee798366-0038-47ba-ae73-919141dc081d","block_type":"box","text":"NM1026U-5982768-44/119","page_number":44,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"d1403167-6174-4365-b289-72ea7fb2ee0b","block_type":"box","text":"The Advisor, and not the Fund, pays an annual sub-advisory fee to each Sub-Advisor equal to a percentage","page_number":45,"box":{"x":150,"y":88,"width":720,"height":11}},{"id":"32607290-563c-4618-aec5-e496128e4cd2","block_type":"box","text":"of the management fee received by the Advisor from the Fund with respect to the average daily value of the","page_number":45,"box":{"x":116,"y":103,"width":727,"height":12}},{"id":"d021b76c-1b79-400e-bff6-80cb7b2ea029","block_type":"box","text":"Fund’s Managed Assets allocated to the applicable Sub-Advisor. As of December 1, 2025, the Advisor allocates","page_number":45,"box":{"x":116,"y":119,"width":756,"height":11}},{"id":"22d3c311-c4c4-4c4f-b23a-69642e8ba95e","block_type":"box","text":"all or substantially all of the Fund’s Managed Assets to BCIA for management.","page_number":45,"box":{"x":116,"y":134,"width":534,"height":12}},{"id":"6843abc3-9b0e-40c9-9c00-5fb8fb4f28f4","block_type":"box","text":"Each sub-investment advisory agreement provides that, in the absence of willful misfeasance, bad faith,","page_number":45,"box":{"x":150,"y":167,"width":698,"height":11}},{"id":"c7718e94-b707-48a9-bfb7-c097213b79e2","block_type":"box","text":"gross negligence or reckless disregard of its obligations thereunder, the Fund will indemnify the applicable","page_number":45,"box":{"x":116,"y":182,"width":720,"height":12}},{"id":"8ab9d5dc-0520-4c22-a615-1354c7f061f3","block_type":"box","text":"Sub-Advisor, its directors, officers, employees, agents, associates and control persons for liabilities incurred by","page_number":45,"box":{"x":116,"y":198,"width":750,"height":11}},{"id":"bca915e1-c88f-42c9-b366-f232a44d58f6","block_type":"box","text":"them in connection with their services to the Fund, subject to certain limitations.","page_number":45,"box":{"x":116,"y":213,"width":541,"height":12}},{"id":"164bf940-9518-4305-bbc1-1bbe54df7ad0","block_type":"box","text":"Although each Sub-Advisor intends to devote such time and effort to the business of the Fund as is","page_number":45,"box":{"x":150,"y":246,"width":666,"height":12}},{"id":"5c6ffb27-9825-4e2e-ac78-c34ca4714d1d","block_type":"box","text":"reasonably necessary to perform its duties to the Fund, the services of each Sub-Advisor are not exclusive and","page_number":45,"box":{"x":116,"y":261,"width":742,"height":12}},{"id":"d4be5518-5cda-4f11-a2de-ababdbe7ec3d","block_type":"box","text":"each Sub-Advisor provides similar services to other investment companies and other clients and may engage in","page_number":45,"box":{"x":116,"y":277,"width":750,"height":12}},{"id":"3a8aac96-5836-4886-a77d-8986687ecadd","block_type":"box","text":"other activities.","page_number":45,"box":{"x":116,"y":292,"width":102,"height":9}},{"id":"b9523825-296e-4ab3-954d-55852166fbe7","block_type":"box","text":"Each sub-investment advisory agreement will continue in effect for a period of two years from its effective","page_number":45,"box":{"x":150,"y":325,"width":720,"height":12}},{"id":"0644b2e5-b405-4136-9a96-ea48e5c1c801","block_type":"box","text":"date, and if not sooner terminated, will continue in effect for successive periods of 12 months thereafter, provided","page_number":45,"box":{"x":116,"y":341,"width":767,"height":11}},{"id":"2b81db06-4f0c-49da-933d-6a7ca1eea6ed","block_type":"box","text":"that each continuance is specifically approved at least annually by both (1) the vote of a majority of the Board or","page_number":45,"box":{"x":116,"y":356,"width":760,"height":12}},{"id":"be5b0313-e5a4-47a2-81e6-7d3a55d41728","block_type":"box","text":"the vote of a majority of the outstanding voting securities of the Fund (as defined in the Investment Company","page_number":45,"box":{"x":116,"y":372,"width":738,"height":11}},{"id":"a37cb304-0d8e-41df-8db7-43b19fbadd1f","block_type":"box","text":"Act) and (2) by the vote of a majority of the trustees who are not parties to such agreement or interested persons","page_number":45,"box":{"x":116,"y":387,"width":755,"height":12}},{"id":"9b0bddb1-da33-47e0-9a6e-bbfd608deeff","block_type":"box","text":"(as such term is defined in the Investment Company Act) of any such party, cast in person at a meeting called for","page_number":45,"box":{"x":116,"y":403,"width":762,"height":11}},{"id":"d1c24394-1dda-4773-8bc6-dd35cae91bec","block_type":"box","text":"the purpose of voting on such approval. Each sub-investment advisory agreement may be terminated as a whole","page_number":45,"box":{"x":116,"y":418,"width":754,"height":12}},{"id":"740382eb-6914-415b-a19a-d0e4af2464f4","block_type":"box","text":"at any time by the Fund without the payment of any penalty, upon the vote of a majority of the Board or a","page_number":45,"box":{"x":116,"y":434,"width":713,"height":11}},{"id":"4db1a25b-38ff-45a7-8792-8b62524b4523","block_type":"box","text":"majority of the outstanding voting securities of the Fund or by the Advisor or the respective Sub-Advisor, on","page_number":45,"box":{"x":116,"y":449,"width":734,"height":12}},{"id":"9c4879c3-2e64-458b-a903-076ae64e2f01","block_type":"box","text":"60 days’ written notice by either party to the other. The sub-investment advisory agreements will also terminate","page_number":45,"box":{"x":116,"y":465,"width":753,"height":11}},{"id":"4703a875-33b7-49a9-bc74-f7c163c8a39f","block_type":"box","text":"automatically in the event of their assignment (as such term is defined in the Investment Company Act and the","page_number":45,"box":{"x":116,"y":480,"width":745,"height":12}},{"id":"fe55b6d1-de0b-4474-b052-4ad7b7e990ae","block_type":"box","text":"rules thereunder).","page_number":45,"box":{"x":116,"y":496,"width":117,"height":11}},{"id":"735eb5a7-e9ce-44fe-b1fa-1b1747ba5814","block_type":"box","text":"A discussion regarding the basis for the approval of the sub-investment advisory agreements with BCIA,","page_number":45,"box":{"x":150,"y":528,"width":705,"height":12}},{"id":"22232702-0b32-4451-86e2-73797554f17c","block_type":"box","text":"BIL and BSL by the Board is available in the Fund’s Semi-Annual Report to shareholders for the fiscal period","page_number":45,"box":{"x":116,"y":544,"width":743,"height":12}},{"id":"e198a3f4-0438-4e75-a0d5-d3968f121387","block_type":"box","text":"ended June 30, 2025.","page_number":45,"box":{"x":116,"y":559,"width":141,"height":11}},{"id":"6ead4b01-3008-4252-944a-12019d34bb27","block_type":"box","text":"Administration and Accounting Services Agreement","page_number":45,"box":{"x":116,"y":601,"width":375,"height":11}},{"id":"da435734-6bc2-4752-8c40-d8b80ce8827d","block_type":"box","text":"State Street Bank and Trust Company (“State Street”) provides certain administration and accounting","page_number":45,"box":{"x":150,"y":625,"width":683,"height":11}},{"id":"d2d6e30e-a015-4914-b46e-fb0fc7c2bd4e","block_type":"box","text":"services to the Fund pursuant to an Administration and Accounting Services Agreement. The table below shows","page_number":45,"box":{"x":117,"y":640,"width":755,"height":12}},{"id":"2e58ad20-868b-4f2e-b5d2-b83c57ceb628","block_type":"box","text":"the amounts paid to State Street for such services for the periods indicated:","page_number":45,"box":{"x":116,"y":656,"width":503,"height":11}},{"id":"e50a031d-2648-408c-922f-a77ca1cf6e8e","block_type":"box","text":"Paid to State Street","page_number":45,"box":{"x":638,"y":685,"width":111,"height":7}},{"id":"c6e44f7c-4144-41b5-bb3e-cfbdb9c49e1e","block_type":"box","text":"Fiscal Year Ended December 31, 202","page_number":45,"box":{"x":251,"y":704,"width":252,"height":11}},{"id":"289fcaf5-4c28-450f-b502-783b86f70083","block_type":"box","text":"5............","page_number":45,"box":{"x":504,"y":704,"width":107,"height":9}},{"id":"76cd3e9a-a28b-4ce1-8f62-d01494c521c0","block_type":"box","text":"$105,150","page_number":45,"box":{"x":662,"y":703,"width":62,"height":12}},{"id":"061f193a-3cdd-4732-96a6-86cb3cdee503","block_type":"box","text":"Fiscal Year Ended December 31, 202","page_number":45,"box":{"x":251,"y":719,"width":252,"height":11}},{"id":"d1f6239c-45de-4671-8322-6d5305a90389","block_type":"box","text":"4............ $","page_number":45,"box":{"x":503,"y":719,"width":166,"height":10}},{"id":"663a2654-bcd9-4a15-a464-d2f395082944","block_type":"box","text":"92,931","page_number":45,"box":{"x":679,"y":720,"width":44,"height":10}},{"id":"259a59b3-7fac-4fbf-ae30-3d4b76cf39a0","block_type":"box","text":"Fiscal Year Ended December 31, 202","page_number":45,"box":{"x":251,"y":735,"width":252,"height":11}},{"id":"0ee345e1-dd77-4da8-bf0a-6a06bf9af278","block_type":"box","text":"3............ $","page_number":45,"box":{"x":504,"y":734,"width":165,"height":11}},{"id":"48d0854b-97be-4490-beed-1505eb4239d2","block_type":"box","text":"80,060","page_number":45,"box":{"x":679,"y":735,"width":45,"height":11}},{"id":"470dc8a0-7b1b-4b66-96d3-e938e100dde5","block_type":"box","text":"Information on Trustees and Officers","page_number":45,"box":{"x":116,"y":776,"width":269,"height":9}},{"id":"9804f405-5dfc-49d1-8fd7-65d29d3858a6","block_type":"box","text":"The Board consists of four individuals, three of whom are Independent Trustees. The registered investment","page_number":45,"box":{"x":150,"y":800,"width":722,"height":12}},{"id":"27e2aac5-535a-4478-8f74-8500bc3ef73c","block_type":"box","text":"companies advised by the Advisor or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":45,"box":{"x":116,"y":816,"width":717,"height":11}},{"id":"83e69d65-ed1e-45f7-a537-3c8ec633ae65","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex, and the iShares Complex (each, a","page_number":45,"box":{"x":116,"y":831,"width":732,"height":12}},{"id":"6f6a170e-af32-4651-a9bd-e06fcdf1e844","block_type":"box","text":"“BlackRock Fund Complex”). The Fund is included in the BlackRock Fund Complex referred to as the","page_number":45,"box":{"x":116,"y":847,"width":695,"height":11}},{"id":"e8df7a7e-e5bb-4b33-aff8-bd897e5dcc37","block_type":"box","text":"BlackRock Fixed-Income Complex. The Trustees also oversee as board members the operations of the other","page_number":45,"box":{"x":116,"y":862,"width":731,"height":12}},{"id":"5d3dfe5f-1974-4374-9d4e-0c85b81305e4","block_type":"box","text":"open-end and closed-end registered investment companies included in the BlackRock Fixed-Income Complex.","page_number":45,"box":{"x":116,"y":878,"width":745,"height":12}},{"id":"02326e32-0426-4ade-932e-82e6bc2db990","block_type":"box","text":"S-42","page_number":45,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"84df4501-0b51-4b66-a5b6-3965b7ab3623","block_type":"box","text":"NM1026U-5982768-45/119","page_number":45,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"2f74e736-883d-4d44-8524-fdfb33e698c5","block_type":"box","text":"The Board has overall responsibility for the oversight of the Fund. The Chair of the Board and the Chief","page_number":46,"box":{"x":150,"y":88,"width":703,"height":11}},{"id":"3fa8e787-6c9e-4aa7-a7f6-447acf8d0c03","block_type":"box","text":"Executive Officer are different people. Not only is the Chair of the Board an Independent Trustee, but also the","page_number":46,"box":{"x":116,"y":103,"width":743,"height":12}},{"id":"d731cd9f-c926-48b2-bc48-9ea9b6d1b17b","block_type":"box","text":"Chair of each Board committee (each, a “Committee”) is an Independent Trustee. The Board has five standing","page_number":46,"box":{"x":116,"y":119,"width":744,"height":11}},{"id":"785149a5-5fcd-4a15-a7a6-f63570350cd6","block_type":"box","text":"Committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a","page_number":46,"box":{"x":116,"y":134,"width":719,"height":12}},{"id":"bb366bda-d3f9-47fc-9a7b-b7000bdfc884","block_type":"box","text":"Performance Oversight Committee and a Securities Lending Committee. The role of the Chair of the Board is to","page_number":46,"box":{"x":116,"y":150,"width":757,"height":11}},{"id":"e16e0811-b966-44a0-8880-7bd25e7c1293","block_type":"box","text":"preside over all meetings of the Board and to act as a liaison with service providers, officers, attorneys, and other","page_number":46,"box":{"x":116,"y":165,"width":762,"height":12}},{"id":"86df9164-e59e-4f20-8a3c-4bb61fc73ab8","block_type":"box","text":"Trustees between meetings. The Chair of each Committee performs a similar role with respect to the Committee.","page_number":46,"box":{"x":116,"y":181,"width":760,"height":11}},{"id":"0d460944-87a7-432c-88c4-cfc544baa8a6","block_type":"box","text":"The Chair of the Board or Chair of a Committee may also perform such other functions as may be delegated by","page_number":46,"box":{"x":116,"y":196,"width":750,"height":12}},{"id":"6415cc62-5753-450f-be3c-f7bc648edc7f","block_type":"box","text":"the Board or the Committee from time to time. The Independent Trustees meet regularly outside the presence of","page_number":46,"box":{"x":116,"y":212,"width":757,"height":11}},{"id":"df83ca25-3939-4116-b4e4-850345c34209","block_type":"box","text":"the Fund’s management, in executive sessions or with other service providers to the Fund. The Board has regular","page_number":46,"box":{"x":116,"y":227,"width":762,"height":12}},{"id":"64c95147-5aad-49db-93d3-1a1a04d2890b","block_type":"box","text":"meetings five times a year, including a meeting to consider the approval of the Fund’s investment management","page_number":46,"box":{"x":116,"y":243,"width":749,"height":11}},{"id":"aec0e4bf-126a-49ef-ac3e-8c4d3bb57ebc","block_type":"box","text":"agreement, and, if necessary, may hold special meetings before its next regular meeting. Each Committee meets","page_number":46,"box":{"x":116,"y":258,"width":755,"height":12}},{"id":"bc59054d-7de5-4b7f-94d8-95cd7f46a01f","block_type":"box","text":"regularly to conduct the oversight functions delegated to that Committee by the Board and reports its findings to","page_number":46,"box":{"x":116,"y":274,"width":757,"height":11}},{"id":"85611518-16bb-47d1-990e-13649843c726","block_type":"box","text":"the Board. The Board and each standing Committee conduct annual assessments of their oversight function and","page_number":46,"box":{"x":116,"y":289,"width":752,"height":12}},{"id":"1a07550c-e7c5-41f7-a22a-0011dcf0ab65","block_type":"box","text":"structure. The Board has determined that the Board’s leadership structure is appropriate because it allows the","page_number":46,"box":{"x":117,"y":305,"width":734,"height":11}},{"id":"6f80f87c-bb0a-438a-a928-b6818f8162ca","block_type":"box","text":"Board to exercise independent judgment over management and to allocate areas of responsibility among","page_number":46,"box":{"x":116,"y":320,"width":702,"height":12}},{"id":"8d222472-1b1c-4754-ac90-02c7d14ade50","block_type":"box","text":"Committees and the Board to enhance oversight.","page_number":46,"box":{"x":116,"y":336,"width":327,"height":11}},{"id":"8dda7fa1-f190-4213-889c-125ee0dce57b","block_type":"box","text":"The Board decided to separate the roles of Chief Executive Officer from the Chair because it believes that","page_number":46,"box":{"x":150,"y":370,"width":715,"height":11}},{"id":"c5760fd1-e0ad-4734-ac52-53288a06a95d","block_type":"box","text":"having an independent Chair:","page_number":46,"box":{"x":116,"y":385,"width":197,"height":12}},{"id":"daed8466-9ee1-47ad-85db-bb1243a29df0","block_type":"box","text":"• increases the independent oversight of the Fund and enhances the Board’s objective evaluation of the","page_number":46,"box":{"x":158,"y":410,"width":707,"height":12}},{"id":"e01bf1ce-8639-42c6-89c2-b2587cf7cbd5","block_type":"box","text":"Chief Executive Officer;","page_number":46,"box":{"x":183,"y":426,"width":166,"height":10}},{"id":"ce2c5284-82a2-4cc0-ab1e-b2c042e164ce","block_type":"box","text":"• allows the Chief Executive Officer to focus on the Fund’s operations instead of Board administration;","page_number":46,"box":{"x":158,"y":450,"width":710,"height":12}},{"id":"9793603b-1005-4f2d-863e-62f8b0da72e0","block_type":"box","text":"• provides greater opportunities for direct and independent communication between shareholders and the","page_number":46,"box":{"x":158,"y":475,"width":721,"height":12}},{"id":"3f17580a-b20b-4231-b3f0-ce363c33bfa0","block_type":"box","text":"Board; and","page_number":46,"box":{"x":183,"y":491,"width":74,"height":10}},{"id":"531385cc-ca33-4af4-a1ef-16d56c18cdb7","block_type":"box","text":"• provides an independent spokesman for the Fund.","page_number":46,"box":{"x":158,"y":515,"width":360,"height":12}},{"id":"64f41692-4e3f-4ecc-b6f6-8ae3072601cd","block_type":"box","text":"The Board has engaged the Advisor to manage the Fund on a day-to-day basis. The Board is responsible for","page_number":46,"box":{"x":150,"y":550,"width":727,"height":11}},{"id":"e624a0ec-f635-427a-abd2-57e52db346be","block_type":"box","text":"overseeing the Advisor, Sub-Advisors, other service providers, the operations of the Fund and associated risks in","page_number":46,"box":{"x":116,"y":565,"width":761,"height":12}},{"id":"83164a98-020b-4949-a813-f6432b2b7dba","block_type":"box","text":"accordance with the provisions of the Investment Company Act, state law, other applicable laws, the Fund’s","page_number":46,"box":{"x":116,"y":581,"width":729,"height":11}},{"id":"9180b161-0998-43da-a1a6-5863aad7a1bd","block_type":"box","text":"charter, and the Fund’s investment objective and strategies. The Board reviews, on an ongoing basis, the Fund’s","page_number":46,"box":{"x":116,"y":596,"width":755,"height":12}},{"id":"5d368327-a5bc-41cb-85b5-8857d78fe7d7","block_type":"box","text":"performance, operations, and investment strategies and techniques. The Board also conducts reviews of the","page_number":46,"box":{"x":116,"y":612,"width":722,"height":11}},{"id":"7d4b37fe-876e-4fea-906c-3db8a6e8eeb3","block_type":"box","text":"Advisor and its role in running the operations of the Fund.","page_number":46,"box":{"x":116,"y":627,"width":391,"height":12}},{"id":"85040d4a-0a1f-4937-8d15-97dd25c7f63e","block_type":"box","text":"Day-to-day risk management with respect to the Fund is the responsibility of the Advisor, Sub-Advisors or","page_number":46,"box":{"x":150,"y":661,"width":721,"height":12}},{"id":"8349cf09-a1a7-4312-90b1-52e3892ff524","block_type":"box","text":"other service providers (depending on the nature of the risk), subject to the supervision of the Advisor. The Fund","page_number":46,"box":{"x":116,"y":677,"width":760,"height":11}},{"id":"e23690d0-7eec-4b36-8819-115fc64a497c","block_type":"box","text":"is subject to a number of risks, including investment, compliance, operational and valuation risks, among others.","page_number":46,"box":{"x":116,"y":692,"width":757,"height":12}},{"id":"bfd6dcd4-b385-469b-b8c6-0fe18979922e","block_type":"box","text":"While there are a number of risk management functions performed by the Advisor, Sub-Advisors or other service","page_number":46,"box":{"x":116,"y":708,"width":765,"height":11}},{"id":"0eb49626-c3a5-4030-9404-8376c7a3ef80","block_type":"box","text":"providers, as applicable, it is not possible to eliminate all of the risks applicable to the Fund. Risk oversight is","page_number":46,"box":{"x":116,"y":723,"width":738,"height":12}},{"id":"5b7863aa-94d2-40bf-ae81-2188dd02dac5","block_type":"box","text":"part of the Board’s general oversight of the Fund and is addressed as part of various Board and Committee","page_number":46,"box":{"x":116,"y":739,"width":718,"height":11}},{"id":"85b64a73-a9a2-4066-8915-0deef5850c7e","block_type":"box","text":"activities. The Board, directly or through Committees, also reviews reports from, among others, management, the","page_number":46,"box":{"x":116,"y":754,"width":765,"height":12}},{"id":"01066f00-4c90-4050-bcf4-a767efb6058e","block_type":"box","text":"independent registered public accounting firm for the Fund, the Advisor, Sub-Advisors, and internal auditors for","page_number":46,"box":{"x":116,"y":770,"width":758,"height":11}},{"id":"fab19d43-0733-4398-9b63-97c0f1d3a967","block_type":"box","text":"the Advisor or its affiliates, as appropriate, regarding risks faced by the Fund and management’s or the service","page_number":46,"box":{"x":116,"y":785,"width":745,"height":12}},{"id":"f6eca4c9-a1dc-4d39-a987-8d03e0a0a08f","block_type":"box","text":"provider’s risk functions. The Committee system facilitates the timely and efficient consideration of matters by","page_number":46,"box":{"x":116,"y":801,"width":750,"height":11}},{"id":"eee5184f-57a8-4141-bea4-ee3ea6e15c26","block_type":"box","text":"the Trustees and facilitates effective oversight of compliance with legal and regulatory requirements and of the","page_number":46,"box":{"x":116,"y":816,"width":748,"height":12}},{"id":"2c304e42-abe5-42bb-84f5-060a46ea1207","block_type":"box","text":"Fund’s activities and associated risks. The Board has approved the appointment of a Chief Compliance Officer","page_number":46,"box":{"x":116,"y":832,"width":747,"height":11}},{"id":"dd6bad03-fc40-40b3-9be7-176e92d70561","block_type":"box","text":"(“CCO”), who oversees the implementation and testing of the Fund’s compliance program and reports regularly","page_number":46,"box":{"x":116,"y":847,"width":755,"height":12}},{"id":"59dbb634-19e4-4fea-b5d9-cba70ad37301","block_type":"box","text":"to the Board regarding compliance matters for the Fund and its service providers. The Independent Trustees have","page_number":46,"box":{"x":116,"y":863,"width":763,"height":11}},{"id":"d2a64dcb-ad82-49b9-b9c6-a1883896f3c3","block_type":"box","text":"engaged independent legal counsel to assist them in performing their oversight responsibilities.","page_number":46,"box":{"x":116,"y":878,"width":640,"height":12}},{"id":"dcb31822-4066-45d7-9a05-c4b6bf4dc141","block_type":"box","text":"S-43","page_number":46,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"8ad828e1-e520-40cc-836b-6f4df34db312","block_type":"box","text":"NM1026U-5982768-46/119","page_number":46,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"77268437-ec2e-4885-a6ad-871e00095d70","block_type":"box","text":"Audit Committee","page_number":47,"box":{"x":148,"y":88,"width":114,"height":9}},{"id":"27cf798f-876d-4c1a-8e8a-40552ea8b22a","block_type":"box","text":". The Board has a standing Audit Committee composed of Arthur P. Steinmetz (Chair),","page_number":47,"box":{"x":264,"y":88,"width":586,"height":11}},{"id":"f933957c-051f-415a-85e1-9906ca7e63e6","block_type":"box","text":"who is an Independent Trustee. The principal responsibilities of the Audit Committee are to assist the Board in","page_number":47,"box":{"x":116,"y":103,"width":747,"height":12}},{"id":"b6c1cc5d-7a0e-42ed-b972-cf04915451c2","block_type":"box","text":"fulfilling its oversight responsibilities relating to the accounting and financial reporting policies and practices of","page_number":47,"box":{"x":116,"y":119,"width":756,"height":11}},{"id":"20d8f7d5-7d2b-414a-b36e-f055d8a9a15d","block_type":"box","text":"the Fund. The Audit Committee’s responsibilities include, without limitation: (i) approving, and recommending","page_number":47,"box":{"x":116,"y":134,"width":753,"height":12}},{"id":"93852d2c-1486-4e78-afdf-d835ea706956","block_type":"box","text":"to the full Board for approval, the selection, retention, termination and compensation of the Fund’s independent","page_number":47,"box":{"x":116,"y":150,"width":753,"height":11}},{"id":"8f00211a-ca83-4c9b-a1ca-9032791b4b8e","block_type":"box","text":"registered public accounting firm (the “Independent Registered Public Accounting Firm”) and evaluating the","page_number":47,"box":{"x":116,"y":165,"width":734,"height":12}},{"id":"0dcaa622-fbf4-44ec-a4d1-af4287a66d82","block_type":"box","text":"independence and objectivity of the Independent Registered Public Accounting Firm; (ii) approving all audit","page_number":47,"box":{"x":116,"y":181,"width":733,"height":11}},{"id":"2787311f-e16d-4654-a07d-a621d204cd2b","block_type":"box","text":"engagement terms and fees for the Fund; (iii) reviewing the conduct and results of each audit; (iv) reviewing any","page_number":47,"box":{"x":116,"y":196,"width":760,"height":12}},{"id":"5b24e7c3-f4a1-4ee0-ad3c-f92ef466ee46","block_type":"box","text":"issues raised by the Fund’s Independent Registered Public Accounting Firm or management regarding the","page_number":47,"box":{"x":116,"y":212,"width":714,"height":11}},{"id":"846631eb-8389-4067-9056-8389ebeb3cb7","block_type":"box","text":"accounting or financial reporting policies and practices of the Fund, its internal controls, and, as appropriate, the","page_number":47,"box":{"x":116,"y":227,"width":756,"height":12}},{"id":"d518ccfa-1aa8-4017-959e-89c04168bc44","block_type":"box","text":"internal controls of certain service providers and management’s response to any such issues; (v) reviewing and","page_number":47,"box":{"x":116,"y":243,"width":747,"height":11}},{"id":"12a267dc-3ddd-434a-888c-ce1c9a6430c2","block_type":"box","text":"discussing the Fund’s audited and unaudited financial statements and disclosure in the Fund’s shareholder reports","page_number":47,"box":{"x":116,"y":258,"width":765,"height":12}},{"id":"1dacbb94-db78-4edd-ad63-0919c8fd3230","block_type":"box","text":"relating to the Fund’s performance; (vi) assisting the Board’s responsibilities with respect to the internal controls","page_number":47,"box":{"x":116,"y":274,"width":760,"height":11}},{"id":"65f2ac95-0419-4c4b-a032-b613190c2065","block_type":"box","text":"of the Fund and its service providers with respect to accounting and financial matters; and (vii) resolving any","page_number":47,"box":{"x":116,"y":289,"width":735,"height":12}},{"id":"60e78977-a61a-4a99-8428-823f69f706cd","block_type":"box","text":"disagreements between the Fund’s management and the Fund’s Independent Registered Public Accounting Firm","page_number":47,"box":{"x":116,"y":305,"width":758,"height":11}},{"id":"207454fc-dcaf-42ad-8016-fb3ffe8b4a50","block_type":"box","text":"regarding financial reporting. The Board has adopted a written charter for the Board’s Audit Committee. During","page_number":47,"box":{"x":116,"y":320,"width":756,"height":12}},{"id":"ecf19391-ee6a-4a07-8790-db4daba4af92","block_type":"box","text":"the fiscal year ended December 31, 2025, the Audit Committee met four times.","page_number":47,"box":{"x":116,"y":336,"width":532,"height":11}},{"id":"87d968c5-a431-41c0-b761-96a756d3c6b7","block_type":"box","text":"Governance and Nominating Committee","page_number":47,"box":{"x":150,"y":363,"width":271,"height":11}},{"id":"5ac4d180-1d19-4394-b5a0-bcc548051bda","block_type":"box","text":". The Board has a standing Governance and Nominating Committee","page_number":47,"box":{"x":423,"y":363,"width":456,"height":11}},{"id":"1d7be182-7de9-49d6-9e1b-95eda7503a71","block_type":"box","text":"composed of W. Carl Kester (Chair), and Cynthia L. Egan, all of whom are Independent Trustees. The principal","page_number":47,"box":{"x":116,"y":378,"width":755,"height":12}},{"id":"e4689334-d4d0-4eca-9223-b0fe85ab77c2","block_type":"box","text":"responsibilities of the Governance and Nominating Committee are: (i) identifying individuals qualified to serve","page_number":47,"box":{"x":116,"y":394,"width":751,"height":11}},{"id":"b6abe781-63f4-4d81-b769-fd8dd85f69f4","block_type":"box","text":"as Independent Trustees and recommending Board nominees that are not “interested persons” of the Fund (as","page_number":47,"box":{"x":116,"y":409,"width":737,"height":12}},{"id":"7ffab722-6536-40a4-8e4a-4b2ea1f2f0ca","block_type":"box","text":"defined in the Investment Company Act) for election by shareholders or appointment by the Board; (ii) advising","page_number":47,"box":{"x":116,"y":425,"width":756,"height":11}},{"id":"6a9b5fd4-e852-451a-8db1-06311b14a967","block_type":"box","text":"the Board with respect to Board composition, procedures and Committees of the Board (other than the Audit","page_number":47,"box":{"x":116,"y":440,"width":733,"height":12}},{"id":"7aeb630c-0a7b-4400-9821-c67b0f8efcbd","block_type":"box","text":"Committee); (iii) overseeing periodic self-assessments of the Board and Committees of the Board (other than the","page_number":47,"box":{"x":116,"y":456,"width":761,"height":11}},{"id":"0c502fe5-9312-4d06-b0e1-89b3b2ae0b8a","block_type":"box","text":"Audit Committee); (iv) reviewing and making recommendations in respect to Independent Trustee compensation;","page_number":47,"box":{"x":116,"y":471,"width":766,"height":12}},{"id":"43f9cd62-7f63-4bd4-aae8-32a0ba699b85","block_type":"box","text":"(v) monitoring corporate governance matters and making recommendations in respect thereof to the Board;","page_number":47,"box":{"x":116,"y":487,"width":722,"height":11}},{"id":"5c57728f-2d99-4d7d-8a58-9776cd751b07","block_type":"box","text":"(vi) acting as the administrative committee with respect to Board policies and procedures, committee policies and","page_number":47,"box":{"x":116,"y":502,"width":766,"height":12}},{"id":"82d323e2-9d7f-4d7f-a7d7-60c5e4e759eb","block_type":"box","text":"procedures (other than the Audit Committee) and codes of ethics as they relate to the Independent Trustees; and","page_number":47,"box":{"x":116,"y":518,"width":754,"height":11}},{"id":"f47e9066-4d98-46d5-a0ae-6d18b6df0f39","block_type":"box","text":"(vii) reviewing and making recommendations to the Board in respect of Fund share ownership by the","page_number":47,"box":{"x":116,"y":533,"width":682,"height":12}},{"id":"d4d08aef-617b-47ae-9526-d8cb953b13e1","block_type":"box","text":"Independent Trustees. The Board has adopted a written charter for the Board’s Governance and Nominating","page_number":47,"box":{"x":116,"y":549,"width":728,"height":11}},{"id":"3cd5dbbd-4d18-4d94-86b3-96f963ab7d68","block_type":"box","text":"Committee. During the fiscal year ended December 31, 2025, the Governance and Nominating Committee met","page_number":47,"box":{"x":116,"y":564,"width":747,"height":12}},{"id":"37251c74-4028-43ae-8e41-d1a381565c00","block_type":"box","text":"four times.","page_number":47,"box":{"x":116,"y":580,"width":72,"height":9}},{"id":"6e56579c-62d6-49ae-a31e-221e446e2d7f","block_type":"box","text":"The Governance and Nominating Committee of the Board seeks to identify individuals to serve on the","page_number":47,"box":{"x":150,"y":607,"width":689,"height":12}},{"id":"051e201c-758b-4b49-8a3e-5e2140ad223c","block_type":"box","text":"Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so that the","page_number":47,"box":{"x":116,"y":622,"width":760,"height":12}},{"id":"57b01f72-1c5d-4d96-a55d-407936b08ce2","block_type":"box","text":"Board will be better suited to fulfill its responsibility of overseeing the Fund’s activities. In so doing, the","page_number":47,"box":{"x":116,"y":638,"width":705,"height":12}},{"id":"fdc3c62f-1221-4721-a40a-5bc9c6c3e5ab","block_type":"box","text":"Governance and Nominating Committee reviews the size of the Board, the ages of the current Trustees and their","page_number":47,"box":{"x":116,"y":653,"width":757,"height":12}},{"id":"d50935d0-48d9-4a19-b4b2-81c871a7bfe2","block_type":"box","text":"tenure on the Board, and the skills, background and experiences of the Trustees in light of the issues facing the","page_number":47,"box":{"x":116,"y":669,"width":746,"height":12}},{"id":"7b323657-8541-448c-bb74-82f3f6340eb6","block_type":"box","text":"Fund in determining whether one or more new trustees should be added to the Board. The Board as a group","page_number":47,"box":{"x":116,"y":684,"width":724,"height":12}},{"id":"35a0b2a2-ccf4-42a7-8eb2-d4784644d911","block_type":"box","text":"strives to achieve diversity in terms of gender, race and geographic location. The Governance and Nominating","page_number":47,"box":{"x":117,"y":700,"width":742,"height":12}},{"id":"1184e4b9-3a59-4543-829c-0f33737f0ad2","block_type":"box","text":"Committee believes that the Trustees as a group possess the array of skills, experiences and backgrounds","page_number":47,"box":{"x":116,"y":715,"width":706,"height":12}},{"id":"6795c6c9-b339-49b9-9732-7b917b8c0770","block_type":"box","text":"necessary to guide the Fund. The Trustees’ biographies included herein highlight the diversity and breadth of","page_number":47,"box":{"x":116,"y":731,"width":737,"height":12}},{"id":"89cb1453-ebde-4702-9e45-d5510f8c8289","block_type":"box","text":"skills, qualifications and expertise that the Trustees bring to the Fund.","page_number":47,"box":{"x":117,"y":746,"width":468,"height":12}},{"id":"31c9851d-878e-4f58-9f89-47339c3eda9d","block_type":"box","text":"The Governance and Nominating Committee may consider nominations for Trustees made by the Fund’s","page_number":47,"box":{"x":150,"y":774,"width":708,"height":11}},{"id":"3f6a18e2-540f-4c28-8511-7c7d94651cbe","block_type":"box","text":"shareholders as it deems appropriate. Under the Fund’s Bylaws, shareholders must follow certain procedures to","page_number":47,"box":{"x":117,"y":789,"width":749,"height":12}},{"id":"10ea3ae3-93e4-4c13-811c-12b06b8d9051","block_type":"box","text":"nominate a person for election as a Trustee at a special meeting, or to introduce an item of business at a special","page_number":47,"box":{"x":116,"y":805,"width":748,"height":11}},{"id":"59e94d9e-dc41-4c29-83ce-227f26263cef","block_type":"box","text":"meeting. Under these advance notice procedures, shareholders must submit the proposed nominee or item of","page_number":47,"box":{"x":116,"y":820,"width":732,"height":12}},{"id":"334df9d7-3fde-4e8f-8973-8ac33bafa43d","block_type":"box","text":"business by delivering a notice to the Secretary of the Fund at its principal executive offices.","page_number":47,"box":{"x":116,"y":836,"width":622,"height":11}},{"id":"a0fddb2d-1b11-43a0-8de8-cfde8358eb4b","block_type":"box","text":"The Fund’s Bylaws provide that notice of a proposed nomination must include certain information about the","page_number":47,"box":{"x":150,"y":863,"width":730,"height":11}},{"id":"17f52cab-adab-4d69-b82d-bb7317c1e7d7","block_type":"box","text":"shareholder and the nominee, as well as certain other information, including a written consent of the proposed","page_number":47,"box":{"x":117,"y":878,"width":740,"height":12}},{"id":"54777f4e-0981-4073-9883-861fa00b67af","block_type":"box","text":"S-44","page_number":47,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"8924b2d7-c805-4f74-8a43-11f974432cb8","block_type":"box","text":"NM1026U-5982768-47/119","page_number":47,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"13832649-d93c-4291-bfb6-41e681d2f713","block_type":"box","text":"nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons","page_number":48,"box":{"x":116,"y":88,"width":765,"height":11}},{"id":"1685b783-5a95-400d-aff8-920b391b1f0f","block_type":"box","text":"for bringing the proposed business to the meeting, any material interest of the shareholder in the business, and","page_number":48,"box":{"x":116,"y":103,"width":742,"height":12}},{"id":"b00d7982-936d-4f81-a46e-0bedcebca777","block_type":"box","text":"certain other information about the shareholder.","page_number":48,"box":{"x":116,"y":119,"width":321,"height":9}},{"id":"e28ff646-b355-4a36-9786-07286cff0064","block_type":"box","text":"Further, the Fund has adopted Trustee qualification requirements which can be found in the Fund’s Bylaws","page_number":48,"box":{"x":150,"y":146,"width":722,"height":12}},{"id":"f20e8a54-323e-4bd9-9081-a146d1e36953","block_type":"box","text":"and are applicable to all Trustees that may be nominated, elected, appointed, qualified or seated to serve as","page_number":48,"box":{"x":116,"y":162,"width":719,"height":12}},{"id":"ce4111c5-3c29-4c45-9baa-c579b187ebbb","block_type":"box","text":"Trustees. The qualification requirements include: (i) age limits; (ii) limits on service on other boards;","page_number":48,"box":{"x":116,"y":177,"width":681,"height":12}},{"id":"f66da683-4bcc-4fa6-ab1e-03ffb578a5ee","block_type":"box","text":"(iii) restrictions on relationships with investment advisers other than BlackRock; and (iv) character and fitness","page_number":48,"box":{"x":116,"y":193,"width":743,"height":12}},{"id":"985fe6b4-34ad-498f-bc6a-7b3d72a5084c","block_type":"box","text":"requirements. In addition to not being an “interested person” of the Fund as defined under Section 2(a)(19) of the","page_number":48,"box":{"x":116,"y":209,"width":763,"height":11}},{"id":"a33636f9-1ed5-4c19-8f08-92b696f20497","block_type":"box","text":"Investment Company Act, each Independent Trustee may not be or have certain relationships with a shareholder","page_number":48,"box":{"x":116,"y":224,"width":757,"height":12}},{"id":"dc8c3b8a-979b-4757-8033-0000ceffa562","block_type":"box","text":"owning five percent or more of the Fund’s voting securities or owning other percentage ownership interests in","page_number":48,"box":{"x":116,"y":240,"width":742,"height":11}},{"id":"14e439e3-36c4-440d-b32e-aa44527abdc4","block_type":"box","text":"investment companies registered under the Investment Company Act. Reference is made to the Fund’s Bylaws","page_number":48,"box":{"x":116,"y":255,"width":746,"height":12}},{"id":"93107d6f-bbfc-4a2d-959d-eedd771784af","block_type":"box","text":"for more details.","page_number":48,"box":{"x":116,"y":271,"width":109,"height":8}},{"id":"3cb479ae-2492-42a7-b198-061ee31bbc20","block_type":"box","text":"Compliance Committee","page_number":48,"box":{"x":150,"y":298,"width":157,"height":12}},{"id":"16740ffd-5100-4ce3-bc38-1bbcf531a40d","block_type":"box","text":". The Board has a Compliance Committee composed of Cynthia L. Egan (Chair) and","page_number":48,"box":{"x":309,"y":298,"width":569,"height":12}},{"id":"b9d2b7c7-bf57-4a59-bea3-d52139d406bb","block_type":"box","text":"W. Carl Kester, both of whom are Independent Trustees. The Compliance Committee’s purpose is to assist the","page_number":48,"box":{"x":116,"y":314,"width":745,"height":12}},{"id":"f21e7830-8a94-42bb-ad16-7886dad9617c","block_type":"box","text":"Board in fulfilling its responsibility with respect to the oversight of regulatory and fiduciary compliance matters","page_number":48,"box":{"x":116,"y":329,"width":755,"height":12}},{"id":"6f901ebd-cdac-4bd0-a404-aec6c0798852","block_type":"box","text":"involving the Fund, the fund-related activities of BlackRock, and the Sub-Advisors and the Fund’s other third","page_number":48,"box":{"x":116,"y":345,"width":740,"height":12}},{"id":"b5dfe311-6b92-444a-aae7-db250b74246c","block_type":"box","text":"party service providers. The Compliance Committee’s responsibilities include, without limitation: (i) overseeing","page_number":48,"box":{"x":116,"y":360,"width":758,"height":12}},{"id":"aa6cbfc4-6353-4928-a8ac-9f7498ad8f06","block_type":"box","text":"the compliance policies and procedures of the Fund and its service providers and recommending changes or","page_number":48,"box":{"x":116,"y":376,"width":727,"height":12}},{"id":"9dc853d2-f585-4eac-9719-239cc071c912","block_type":"box","text":"additions to such policies and procedures; (ii) reviewing information on and, where appropriate, recommending","page_number":48,"box":{"x":116,"y":391,"width":752,"height":12}},{"id":"04217657-8f46-4242-899f-549151f921e3","block_type":"box","text":"policies concerning the Fund’s compliance with applicable law; (iii) reviewing information on any significant","page_number":48,"box":{"x":116,"y":407,"width":740,"height":12}},{"id":"3dd1444b-5c33-4555-a7a1-386049e45782","block_type":"box","text":"correspondence with or other actions by regulators or governmental agencies with respect to the Fund and any","page_number":48,"box":{"x":116,"y":422,"width":743,"height":12}},{"id":"7eda8627-1e98-41e7-9d90-03f12aa3a8c3","block_type":"box","text":"employee complaints or published reports that raise concerns regarding compliance matters; and (iv) reviewing","page_number":48,"box":{"x":116,"y":438,"width":750,"height":12}},{"id":"f6a0b87e-cc60-4724-b80b-7dae2ed3a497","block_type":"box","text":"reports from, overseeing the annual performance review of, and making certain recommendations in respect of,","page_number":48,"box":{"x":116,"y":453,"width":750,"height":12}},{"id":"a23e7b78-656b-4ba2-8f0e-3b5929399684","block_type":"box","text":"the Fund’s CCO, including, without limitation, determining the amount and structure of the CCO’s","page_number":48,"box":{"x":116,"y":469,"width":667,"height":12}},{"id":"907abb61-1333-4855-80f7-b16e74789c9b","block_type":"box","text":"compensation. The Board has adopted a written charter for the Board’s Compliance Committee. During the fiscal","page_number":48,"box":{"x":116,"y":484,"width":765,"height":12}},{"id":"49724092-d111-4157-a15b-953a692ca8cf","block_type":"box","text":"year ended December 31, 2025, the Compliance Committee met four times.","page_number":48,"box":{"x":116,"y":500,"width":509,"height":12}},{"id":"95bb3b22-9c04-4be6-9e6c-73f80510e21f","block_type":"box","text":"Performance Oversight Committee","page_number":48,"box":{"x":149,"y":528,"width":236,"height":11}},{"id":"4deb9a49-948d-46db-b3c9-fca14866d98f","block_type":"box","text":". The Board has a Performance Oversight Committee composed of","page_number":48,"box":{"x":386,"y":528,"width":450,"height":12}},{"id":"f249255d-a5c3-4231-a5d3-40d0e614914e","block_type":"box","text":"Arthur P. Steinmetz (Chair), W. Carl Kester, and Cynthia L. Egan, all of whom are Independent Trustees. The","page_number":48,"box":{"x":116,"y":543,"width":743,"height":12}},{"id":"5e434cb7-a5f0-4655-850a-025c25d85686","block_type":"box","text":"Performance Oversight Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee the","page_number":48,"box":{"x":116,"y":559,"width":745,"height":12}},{"id":"bc69730f-a243-47e5-8144-f7530b837918","block_type":"box","text":"Fund’s investment performance relative to the Fund’s investment objective, policies and practices. The","page_number":48,"box":{"x":116,"y":574,"width":695,"height":12}},{"id":"182d2164-1888-4741-83d7-9f35ccfb16e5","block_type":"box","text":"Performance Oversight Committee’s responsibilities include, without limitation: (i) reviewing the Fund’s","page_number":48,"box":{"x":116,"y":590,"width":710,"height":12}},{"id":"bf6bb300-3b19-4727-aec5-538d949bd4d8","block_type":"box","text":"investment objective, policies and practices; (ii) recommending to the Board any required action in respect of","page_number":48,"box":{"x":116,"y":605,"width":739,"height":12}},{"id":"b16dfbb7-4d4f-4c6c-9140-f20d8a0e4c63","block_type":"box","text":"changes in fundamental and non-fundamental investment restrictions; (iii) reviewing information on appropriate","page_number":48,"box":{"x":116,"y":621,"width":757,"height":12}},{"id":"20645799-de7c-42c2-b423-08daf1a87234","block_type":"box","text":"benchmarks and competitive universes; (iv) reviewing the Fund’s investment performance relative to such","page_number":48,"box":{"x":116,"y":636,"width":717,"height":12}},{"id":"a9a3b775-0afd-4c4d-bbf1-91aed83c0a12","block_type":"box","text":"benchmarks; (v) reviewing information on unusual or exceptional investment matters; (vi) reviewing whether the","page_number":48,"box":{"x":116,"y":652,"width":763,"height":12}},{"id":"7adc40ab-37e5-4546-8e33-c3a191342b16","block_type":"box","text":"Fund has complied with its investment policies and restrictions; and (vii) overseeing policies, procedures and","page_number":48,"box":{"x":116,"y":667,"width":737,"height":12}},{"id":"085bab19-1254-4da7-b9ef-c50390cf32e3","block_type":"box","text":"controls regarding valuation of the Fund’s investments. The Board has adopted a written charter for the Board’s","page_number":48,"box":{"x":116,"y":683,"width":753,"height":12}},{"id":"96c406c8-578a-4d9a-ab52-bb96d1724dfd","block_type":"box","text":"Performance Oversight Committee. During the fiscal year ended December 31, 2025, the Performance Oversight","page_number":48,"box":{"x":116,"y":698,"width":762,"height":12}},{"id":"bcb08829-9ca3-4d6d-aaac-4bb1a5f2099b","block_type":"box","text":"Committee met four times.","page_number":48,"box":{"x":116,"y":714,"width":180,"height":9}},{"id":"1da3143f-b99e-44a4-9243-e750d2b7e58c","block_type":"box","text":"Securities Lending Committee","page_number":48,"box":{"x":150,"y":742,"width":193,"height":11}},{"id":"327fbc3e-066b-45eb-a232-5bea4bba452e","block_type":"box","text":". The Board has a Securities Lending Committee composed of Cynthia L. Egan","page_number":48,"box":{"x":344,"y":742,"width":509,"height":11}},{"id":"eaddf8c8-df86-4698-9906-6ed76a36d3f7","block_type":"box","text":"(Chair) and W. Carl Kester, each of whom are Independent Trustees. The principal responsibilities of the Securities","page_number":48,"box":{"x":116,"y":757,"width":740,"height":12}},{"id":"90fd39d2-9820-4124-92ad-722dfc36812e","block_type":"box","text":"Lending Committee include, without limitation: (i) supporting, overseeing and organizing on behalf of the Board the","page_number":48,"box":{"x":116,"y":773,"width":748,"height":11}},{"id":"232e92ab-9228-4e2c-9459-c29009eb5e18","block_type":"box","text":"process for oversight of the Fund’s securities lending activities; and (ii) providing a recommendation to the Board","page_number":48,"box":{"x":116,"y":788,"width":730,"height":12}},{"id":"2336d476-6808-433a-9bb7-ce04c76dcf87","block_type":"box","text":"regarding the annual approval of the Fund’s Securities Lending Guidelines and the Fund’s agreement with the lending","page_number":48,"box":{"x":116,"y":804,"width":758,"height":11}},{"id":"3c9d6396-1d4e-43fa-8421-e0e18ac78e3b","block_type":"box","text":"agent. The Board has adopted a written charter for the Board’s Securities Lending Committee. During the fiscal year","page_number":48,"box":{"x":116,"y":819,"width":749,"height":12}},{"id":"f29454da-d9dd-4874-b146-a374007dd1ab","block_type":"box","text":"ended December 31, 2025, the Securities Lending Committee met two times.","page_number":48,"box":{"x":116,"y":835,"width":495,"height":11}},{"id":"c94d0a9c-6ed5-4b22-9a73-f75f641a504a","block_type":"box","text":"The Independent Trustees have adopted a statement of policy that describes the experiences, qualifications,","page_number":48,"box":{"x":150,"y":863,"width":722,"height":11}},{"id":"605d7da1-def3-4103-a7ab-3fff64213323","block_type":"box","text":"skills and attributes that are necessary and desirable for potential Independent Trustee candidates (the “Statement","page_number":48,"box":{"x":117,"y":878,"width":762,"height":12}},{"id":"b566d0e2-51c5-4c72-b31b-73760c27c385","block_type":"box","text":"S-45","page_number":48,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"08d96a41-fdc9-4326-84ea-a700686ed245","block_type":"box","text":"NM1026U-5982768-48/119","page_number":48,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"fc7af97f-913d-4ccf-9dc2-c32f81b8491f","block_type":"box","text":"of Policy”). The Board believes that each Independent Trustee satisfied, at the time he or she was initially","page_number":49,"box":{"x":116,"y":88,"width":712,"height":11}},{"id":"e7509202-dccb-4371-83cc-92ce09cc0f0a","block_type":"box","text":"appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy as well as","page_number":49,"box":{"x":116,"y":103,"width":744,"height":12}},{"id":"39b3e8be-87bc-4866-9344-bcba33da12de","block_type":"box","text":"the standards set forth in the Fund’s Bylaws. Furthermore, in determining that a particular Trustee was and","page_number":49,"box":{"x":116,"y":119,"width":720,"height":11}},{"id":"7ffb163f-e311-421b-980f-19360fccdd56","block_type":"box","text":"continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in","page_number":49,"box":{"x":116,"y":134,"width":746,"height":12}},{"id":"4143f45f-6ad8-4051-9011-c0e820d2e078","block_type":"box","text":"isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse","page_number":49,"box":{"x":116,"y":150,"width":699,"height":11}},{"id":"561f356d-ba10-44a6-96ea-7e1ee77dec05","block_type":"box","text":"experiences, skills, attributes and qualifications, which allow the Board to operate effectively in governing the","page_number":49,"box":{"x":116,"y":165,"width":743,"height":12}},{"id":"293d0eb1-bf4d-4fe0-b5dc-91da98e9e0c9","block_type":"box","text":"Fund and protecting the interests of shareholders. Among the attributes common to all Trustees is their ability to","page_number":49,"box":{"x":116,"y":181,"width":757,"height":11}},{"id":"5fe8a753-31c8-4f6e-80db-3c58ca38ed99","block_type":"box","text":"review critically, evaluate, question and discuss information provided to them, to interact effectively with the","page_number":49,"box":{"x":116,"y":196,"width":736,"height":12}},{"id":"033fdf68-600b-4f56-b203-79a403c818f0","block_type":"box","text":"Advisor, Sub-Advisors, other service providers, counsel and independent auditors, and to exercise effective","page_number":49,"box":{"x":116,"y":212,"width":724,"height":11}},{"id":"91d11610-9dc1-4251-9ff3-1b3a5accb9fd","block_type":"box","text":"business judgment in the performance of their duties as Trustees. Each Trustee’s ability to perform his or her","page_number":49,"box":{"x":116,"y":227,"width":734,"height":12}},{"id":"687258a4-6eec-485d-9368-1ad0af79110e","block_type":"box","text":"duties effectively is evidenced by his or her educational background or professional training; business,","page_number":49,"box":{"x":116,"y":243,"width":690,"height":11}},{"id":"13e44eb5-eb53-4f52-8bd7-0896782486d2","block_type":"box","text":"consulting, public service or academic positions; experience from service as a board member of the Fund or the","page_number":49,"box":{"x":116,"y":258,"width":752,"height":12}},{"id":"4125cf5e-d90d-450f-b394-92bd4da0cc3b","block_type":"box","text":"other funds in the BlackRock Fund Complexes (and any predecessor funds), other investment funds, public","page_number":49,"box":{"x":116,"y":274,"width":723,"height":11}},{"id":"ca0f17b5-689d-41c3-9d66-dcdca4175469","block_type":"box","text":"companies, or not-for-profit entities or other organizations; ongoing commitment and participation in Board and","page_number":49,"box":{"x":116,"y":289,"width":757,"height":12}},{"id":"3a58bba7-ac32-4ba0-ba33-6783e034ccf2","block_type":"box","text":"Committee meetings, as well as his or her leadership of standing and other committees throughout the years; or","page_number":49,"box":{"x":116,"y":305,"width":750,"height":11}},{"id":"65bfcaff-f92b-4a68-b5fe-5a2056d9fedd","block_type":"box","text":"other relevant life experiences.","page_number":49,"box":{"x":116,"y":320,"width":206,"height":12}},{"id":"81f96f99-a49c-4b8e-b1c2-d0625ebc44b0","block_type":"box","text":"The table below discusses some of the experiences, qualifications and skills of each Trustee that support the","page_number":49,"box":{"x":150,"y":351,"width":727,"height":12}},{"id":"a9669c95-e3d7-490d-9481-4289abe1ddc0","block_type":"box","text":"conclusion that he or she should serve on the Board.","page_number":49,"box":{"x":116,"y":367,"width":351,"height":9}},{"id":"a31523ee-b6af-4bf2-97bd-bf5cdd7a0c7a","block_type":"box","text":"Trustees","page_number":49,"box":{"x":116,"y":394,"width":49,"height":7}},{"id":"c80203fb-eef5-4c55-8061-e593b12f31e1","block_type":"box","text":"Experience, Qualifications and Skills","page_number":49,"box":{"x":520,"y":394,"width":211,"height":9}},{"id":"95fc6a91-d6c3-42ba-a72a-e4fc06b231f9","block_type":"box","text":"Independent Trustees","page_number":49,"box":{"x":116,"y":413,"width":144,"height":12}},{"id":"a0f1ccdd-c0a8-44d9-b149-083eeefe5150","block_type":"box","text":"W. Carl Kester","page_number":49,"box":{"x":116,"y":436,"width":109,"height":9}},{"id":"86f721f3-fe48-4ce3-81a3-eca203d20653","block_type":"box","text":"The Board benefits from W. Carl Kester’s","page_number":49,"box":{"x":520,"y":436,"width":283,"height":9}},{"id":"9ab6bb1b-5ea5-497a-ae4e-b627cd5937f1","block_type":"box","text":"experiences as a professor and author in finance, and","page_number":49,"box":{"x":520,"y":452,"width":356,"height":12}},{"id":"fc04a8ad-abbd-4975-9a10-1dc18dd81306","block_type":"box","text":"his experience as the George Fisher Baker Jr.","page_number":49,"box":{"x":520,"y":467,"width":304,"height":12}},{"id":"ef0b8f24-0259-474f-9183-7652002b7ff2","block_type":"box","text":"Professor of Business Administration at Harvard","page_number":49,"box":{"x":520,"y":483,"width":328,"height":9}},{"id":"b1594836-b37d-44e8-88ec-8583e9ccb407","block_type":"box","text":"Business School and as Deputy Dean of Academic","page_number":49,"box":{"x":520,"y":498,"width":341,"height":12}},{"id":"9d3b7433-6666-4ef9-a721-a45644770fb1","block_type":"box","text":"Affairs at Harvard Business School from 2006","page_number":49,"box":{"x":520,"y":514,"width":313,"height":9}},{"id":"4215b189-8d00-478a-b876-0e4dd4845788","block_type":"box","text":"through 2010 adds to the Board a wealth of expertise","page_number":49,"box":{"x":520,"y":529,"width":356,"height":12}},{"id":"f4a887fc-659d-47f2-92b0-278726caa64f","block_type":"box","text":"in corporate finance and corporate governance.","page_number":49,"box":{"x":520,"y":545,"width":316,"height":12}},{"id":"581f77fc-277e-4789-8924-85bab050dcef","block_type":"box","text":"Dr. Kester has authored and edited numerous books","page_number":49,"box":{"x":520,"y":560,"width":348,"height":9}},{"id":"eff26c4f-6e40-4893-8564-6a7fdc2c9145","block_type":"box","text":"and research papers on both subject matters,","page_number":49,"box":{"x":520,"y":576,"width":297,"height":12}},{"id":"5dd422ca-a777-4948-89fb-744f61d4f3e8","block_type":"box","text":"including co-editing a leading volume of finance case","page_number":49,"box":{"x":520,"y":591,"width":361,"height":12}},{"id":"bf4d50a4-3bf3-4159-8353-48797623a691","block_type":"box","text":"studies used worldwide. Dr. Kester’s long-standing","page_number":49,"box":{"x":521,"y":607,"width":344,"height":12}},{"id":"83f94b32-8433-45ed-b108-9bdab7c72559","block_type":"box","text":"service on the boards of directors/trustees of the","page_number":49,"box":{"x":521,"y":622,"width":322,"height":9}},{"id":"3c2b2987-958b-42cc-8f0f-dcbcec4c90b5","block_type":"box","text":"closed-end funds in the BlackRock Fixed-Income","page_number":49,"box":{"x":520,"y":638,"width":334,"height":9}},{"id":"13f43fc9-021c-492a-8d25-223bbf5d8e0d","block_type":"box","text":"Complex also provides him with a specific","page_number":49,"box":{"x":520,"y":653,"width":288,"height":12}},{"id":"3979e730-45dd-400f-81a2-a25dc3041563","block_type":"box","text":"understanding of the Fund, its operations, and the","page_number":49,"box":{"x":520,"y":669,"width":333,"height":12}},{"id":"ff6af51e-dc14-410c-98d2-db0411f2034f","block_type":"box","text":"business and regulatory issues facing the Fund.","page_number":49,"box":{"x":520,"y":684,"width":317,"height":12}},{"id":"fdf9c7ec-bb8c-4ce4-90cd-fa529295e0e0","block_type":"box","text":"Dr. Kester’s independence from the Fund, the","page_number":49,"box":{"x":520,"y":700,"width":308,"height":12}},{"id":"e071059e-b431-4ada-8828-4d16ca8e23c4","block_type":"box","text":"Advisor and the Sub-Advisors enhances his service","page_number":49,"box":{"x":520,"y":715,"width":346,"height":9}},{"id":"4c6a7a28-1f08-4712-99ab-6d025e1f3305","block_type":"box","text":"as Chair of the Governance and Nominating","page_number":49,"box":{"x":520,"y":731,"width":297,"height":12}},{"id":"b23a2baf-3076-4438-aa74-2d18871eac9c","block_type":"box","text":"Committee and a member of the Compliance","page_number":49,"box":{"x":520,"y":746,"width":303,"height":12}},{"id":"82bb16f9-90fc-4382-98c4-00e50739faae","block_type":"box","text":"Committee, the Performance Oversight Committee","page_number":49,"box":{"x":520,"y":762,"width":344,"height":12}},{"id":"21fb70ea-6107-43dc-a830-595a56b51e35","block_type":"box","text":"and the Securities Lending Committee.","page_number":49,"box":{"x":520,"y":777,"width":262,"height":12}},{"id":"97e23af5-75b4-4af3-b59c-0638f6090ed7","block_type":"box","text":"Cynthia L. Egan","page_number":49,"box":{"x":116,"y":801,"width":119,"height":11}},{"id":"e5faf462-93b5-4eb1-9f9d-4cc12293fb5e","block_type":"box","text":"Cynthia L. Egan brings to the Board a broad and","page_number":49,"box":{"x":520,"y":801,"width":327,"height":11}},{"id":"2124298b-7480-4bab-813e-5346addbf963","block_type":"box","text":"diverse knowledge of investment companies and the","page_number":49,"box":{"x":520,"y":816,"width":352,"height":12}},{"id":"d12fc5c0-0226-456b-9497-11b2efcdfada","block_type":"box","text":"retirement industry as a result of her many years of","page_number":49,"box":{"x":520,"y":832,"width":345,"height":11}},{"id":"b2c49214-7625-4db0-965c-df2daaaec52d","block_type":"box","text":"experience as President, Retirement Plan Services,","page_number":49,"box":{"x":520,"y":847,"width":340,"height":12}},{"id":"bdd4f746-853c-444d-aac6-f779d41a0952","block_type":"box","text":"for T. Rowe Price Group, Inc. and her various senior","page_number":49,"box":{"x":520,"y":863,"width":355,"height":11}},{"id":"2defdd42-d7c1-4f24-b7b1-fcdcb1a42472","block_type":"box","text":"operating officer positions at Fidelity Investments,","page_number":49,"box":{"x":520,"y":878,"width":340,"height":12}},{"id":"1f6da3d1-63f2-4252-a8b2-d87de2f5756b","block_type":"box","text":"S-46","page_number":49,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"fce3f1c5-4ec6-4331-8064-4413a54abb67","block_type":"box","text":"NM1026U-5982768-49/119","page_number":49,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"219256c0-13e0-4f3e-a54c-d3452af8bd78","block_type":"box","text":"Trustees","page_number":50,"box":{"x":116,"y":84,"width":49,"height":7}},{"id":"fcdb3823-13eb-4984-b08e-02a6b4dfcfa7","block_type":"box","text":"Experience, Qualifications and Skills","page_number":50,"box":{"x":520,"y":84,"width":211,"height":9}},{"id":"ac2bd726-aa62-4743-bd5b-9ec84c20110e","block_type":"box","text":"including her service as Executive Vice President of","page_number":50,"box":{"x":520,"y":111,"width":353,"height":11}},{"id":"717de5ac-0985-441d-9a5d-881ca131bf75","block_type":"box","text":"FMR Co., President of Fidelity Institutional Services","page_number":50,"box":{"x":520,"y":126,"width":356,"height":12}},{"id":"8afa74ac-abc0-4cc6-b55f-cc8794292746","block_type":"box","text":"Company and President of the Fidelity Charitable","page_number":50,"box":{"x":520,"y":142,"width":335,"height":11}},{"id":"867d7107-2430-4066-9f33-2e74a945aede","block_type":"box","text":"Gift Fund. Ms. Egan has also served as an advisor to","page_number":50,"box":{"x":520,"y":157,"width":354,"height":12}},{"id":"5862d0bf-c0d3-4405-a70c-b0390e4960c5","block_type":"box","text":"the U.S. Department of Treasury as an expert in","page_number":50,"box":{"x":520,"y":173,"width":322,"height":11}},{"id":"4f62913f-8116-42f0-b598-b8bf7256d6f7","block_type":"box","text":"domestic retirement security. Ms. Egan began her","page_number":50,"box":{"x":520,"y":188,"width":335,"height":12}},{"id":"1100afaa-7665-4b7f-9432-4cb6f750cc9d","block_type":"box","text":"professional career at the Board of Governors of the","page_number":50,"box":{"x":520,"y":204,"width":351,"height":11}},{"id":"e5e8a363-6d2c-4adb-b96c-93731cdd39f8","block_type":"box","text":"Federal Reserve and the Federal Reserve Bank of","page_number":50,"box":{"x":520,"y":219,"width":334,"height":9}},{"id":"6dc8da8e-12c3-4040-85d2-b9f299d2541e","block_type":"box","text":"New York. Ms. Egan is also a director of UNUM","page_number":50,"box":{"x":520,"y":235,"width":332,"height":11}},{"id":"562e008c-6446-4268-8ffe-3c3889310cd4","block_type":"box","text":"Corporation, a publicly traded insurance company","page_number":50,"box":{"x":520,"y":250,"width":337,"height":12}},{"id":"c9c9ff57-2abc-45ad-acec-3a69201e6c36","block_type":"box","text":"providing personal risk reinsurance, and a director","page_number":50,"box":{"x":520,"y":266,"width":339,"height":11}},{"id":"1a2dbe53-6cfa-4a66-a932-a3107820fef4","block_type":"box","text":"and Chair of the Board of The Hanover Group, a","page_number":50,"box":{"x":520,"y":281,"width":328,"height":12}},{"id":"9b61873a-9c25-4653-a66b-69c886e91040","block_type":"box","text":"public property casualty insurance company.","page_number":50,"box":{"x":520,"y":297,"width":301,"height":12}},{"id":"7746f9a1-7ffb-4d92-ad4a-0225eb612d45","block_type":"box","text":"Ms. Egan is also the lead independent director and","page_number":50,"box":{"x":520,"y":312,"width":340,"height":12}},{"id":"c50792ac-b5cd-456b-ae6a-819803cdbbd9","block_type":"box","text":"non-executive Vice Chair of the Board of Huntsman","page_number":50,"box":{"x":520,"y":328,"width":353,"height":9}},{"id":"10fe190c-4f1e-4bce-be17-3374f4ed0274","block_type":"box","text":"Corporation, a publicly traded manufacturer and","page_number":50,"box":{"x":520,"y":343,"width":326,"height":12}},{"id":"8e0c7a90-db52-4338-9301-bba7917a854f","block_type":"box","text":"marketer of chemical products. Ms. Egan’s","page_number":50,"box":{"x":520,"y":359,"width":290,"height":12}},{"id":"f2956d9b-bb6f-42c9-a237-a554b7623a42","block_type":"box","text":"independence from the Fund, the Advisor and the","page_number":50,"box":{"x":520,"y":374,"width":334,"height":12}},{"id":"c61b4732-24d8-4b8b-8c24-7c7f403cadf7","block_type":"box","text":"Sub-Advisors enhances her service as Chair of the","page_number":50,"box":{"x":520,"y":390,"width":339,"height":9}},{"id":"69ecaf07-d55f-435a-a852-3eae00212d7c","block_type":"box","text":"Compliance Committee, Chair of the Securities","page_number":50,"box":{"x":520,"y":405,"width":319,"height":12}},{"id":"b25d3ec6-b561-47f1-90d3-a8eb725e2451","block_type":"box","text":"Lending Committee, and a member of the","page_number":50,"box":{"x":520,"y":421,"width":282,"height":12}},{"id":"d0ccb165-e898-44a7-8315-267279903b37","block_type":"box","text":"Governance and Nominating Committee and the","page_number":50,"box":{"x":520,"y":436,"width":327,"height":12}},{"id":"f72292fb-b97e-4160-80a8-f6974ae70357","block_type":"box","text":"Performance Oversight Committee.","page_number":50,"box":{"x":520,"y":452,"width":239,"height":12}},{"id":"25c0def7-2ce4-4025-80d7-58519661d2be","block_type":"box","text":"Arthur P. Steinmetz","page_number":50,"box":{"x":116,"y":475,"width":145,"height":9}},{"id":"189ae0cf-586f-46b7-b4cd-a3204eaa102e","block_type":"box","text":"The Board benefits from Arthur P. Steinmetz’s many","page_number":50,"box":{"x":520,"y":475,"width":358,"height":12}},{"id":"50e13c85-9d72-4ce1-b0ab-70327eb1707a","block_type":"box","text":"years of business and leadership experience as an","page_number":50,"box":{"x":520,"y":491,"width":332,"height":11}},{"id":"36e61ba0-6607-4ed9-b953-385bc52472dc","block_type":"box","text":"executive, chairman and director of various","page_number":50,"box":{"x":520,"y":506,"width":292,"height":11}},{"id":"d53a70d1-177a-45e0-b2ac-0426d0e7df75","block_type":"box","text":"companies in the financial industry. 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Perlowski","page_number":55,"box":{"x":183,"y":521,"width":126,"height":9}},{"id":"db6586d3-380d-473b-8de5-ab0e5dd31ba1","block_type":"box","text":"..............","page_number":55,"box":{"x":323,"y":529,"width":112,"height":1}},{"id":"9d5fc028-2f06-4b40-8346-1224e86dbfab","block_type":"box","text":"None Over $100,000","page_number":55,"box":{"x":510,"y":521,"width":258,"height":11}},{"id":"9c29c61b-b81d-4fb9-8005-e135a8a1add2","block_type":"box","text":"1","page_number":55,"box":{"x":117,"y":547,"width":3,"height":6}},{"id":"956c144a-a788-43f1-ab80-e97a1f0f5e3a","block_type":"box","text":"Includes share equivalents owned under the deferred compensation plan in the Supervised Funds by certain","page_number":55,"box":{"x":158,"y":547,"width":723,"height":12}},{"id":"90013717-d3be-4b01-b00f-b34328344766","block_type":"box","text":"Independent Trustees who have participated in the deferred compensation plan of the Supervised Funds.","page_number":55,"box":{"x":158,"y":563,"width":702,"height":11}},{"id":"b1cac971-96c6-4c26-a274-62f2575d0741","block_type":"box","text":"Independent Trustee Ownership of Securities","page_number":55,"box":{"x":116,"y":603,"width":326,"height":11}},{"id":"6fb4c120-09eb-4a7c-bd14-4d3809e7598a","block_type":"box","text":"As of December 31, 2025, the Independent Trustees (and their respective immediate family members) did","page_number":55,"box":{"x":150,"y":626,"width":714,"height":12}},{"id":"05bcff8c-9cb0-495b-8a3b-9b27c7c8fe81","block_type":"box","text":"not own, beneficially or of record, securities of the Advisor, the Sub-Advisors, or the Distributor or an entity","page_number":55,"box":{"x":116,"y":642,"width":732,"height":12}},{"id":"9a5b1aba-84bb-44b1-a712-f07b6964422d","block_type":"box","text":"controlling, controlled by or under common control with such entities (not including registered investment","page_number":55,"box":{"x":116,"y":657,"width":718,"height":12}},{"id":"b0518cd1-09a8-4181-a2f2-f606af47cb2c","block_type":"box","text":"companies).","page_number":55,"box":{"x":116,"y":673,"width":80,"height":12}},{"id":"5fa105e4-8f0f-4fbf-8b48-c929d14102a0","block_type":"box","text":"As of April 2, 2026, the Trustees and officers of the Fund, as a group, directly or indirectly beneficially","page_number":55,"box":{"x":150,"y":705,"width":696,"height":11}},{"id":"9df8209e-0dcf-4205-8baf-aa855727bed1","block_type":"box","text":"owned less than 1% of any class of the outstanding common shares in the Fund.","page_number":55,"box":{"x":116,"y":720,"width":537,"height":12}},{"id":"1f71a17e-488e-404f-9430-365ef1b4da15","block_type":"box","text":"Compensation of Trustees","page_number":55,"box":{"x":116,"y":760,"width":187,"height":12}},{"id":"c367a0fc-9b34-415e-b030-ab009f77338e","block_type":"box","text":"Each Trustee who is an Independent Trustee is paid an annual retainer of $75,000 per year for his or her","page_number":55,"box":{"x":150,"y":783,"width":701,"height":13}},{"id":"325a0979-cd64-4cfc-99ed-8aa12ccf5850","block_type":"box","text":"services as a Trustee of the Fund. The Chair of the Board is paid an additional annual retainer of $15,000 per","page_number":55,"box":{"x":117,"y":799,"width":733,"height":12}},{"id":"3b743375-b032-45fe-a8f1-0218b38dfdd6","block_type":"box","text":"year. The Chair of the Audit Committee is paid an additional annual retainer of $10,000 per year. The","page_number":55,"box":{"x":116,"y":814,"width":686,"height":13}},{"id":"88bf1626-5d97-4a48-bb77-9334243e4661","block_type":"box","text":"Independent Trustees do not receive any other compensation from the Fund.","page_number":55,"box":{"x":116,"y":830,"width":513,"height":12}},{"id":"6b6ea257-42e4-4ec8-bd33-bedec876860b","block_type":"box","text":"The Independent Trustees have agreed that a maximum of 50% of each Independent Trustee’s total","page_number":55,"box":{"x":150,"y":862,"width":669,"height":12}},{"id":"742bacb4-122c-4626-9bc4-da401449570c","block_type":"box","text":"compensation paid by funds in the BlackRock Fixed-Income Complex may be deferred pursuant to the","page_number":55,"box":{"x":116,"y":878,"width":693,"height":11}},{"id":"d9af0a75-1bed-4b87-94fe-209988c8d81a","block_type":"box","text":"S-52","page_number":55,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"1a4e8efa-c9e9-446f-8962-74e391d4ebc6","block_type":"box","text":"NM1026U-5982768-55/119","page_number":55,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"720a615a-1c4f-421e-84fb-48697cec1776","block_type":"box","text":"BlackRock Fixed-Income Complex’s deferred compensation plan. Under the deferred compensation plan,","page_number":56,"box":{"x":116,"y":88,"width":713,"height":11}},{"id":"6f8ceb6f-bb0a-4c94-affe-de8587e653df","block_type":"box","text":"deferred amounts earn a return for the Independent Trustees as though equivalent dollar amounts had been","page_number":56,"box":{"x":116,"y":103,"width":717,"height":12}},{"id":"2ef93f9d-1955-4607-8ceb-46ff5e359187","block_type":"box","text":"invested in shares of certain funds in the BlackRock Fixed-Income Complex selected by the Independent","page_number":56,"box":{"x":116,"y":119,"width":708,"height":11}},{"id":"d041066d-0e8a-4bb0-819b-57771a79af47","block_type":"box","text":"Trustees. This has approximately the same economic effect for the Independent Trustees as if they had invested","page_number":56,"box":{"x":116,"y":134,"width":752,"height":12}},{"id":"6586ce34-c2e1-4714-a943-11bbe625571e","block_type":"box","text":"the deferred amounts in such funds in the BlackRock Fixed-Income Complex. The deferred compensation plan is","page_number":56,"box":{"x":116,"y":150,"width":763,"height":11}},{"id":"4ec314fb-a2a3-43f9-90a8-b45186a1b04e","block_type":"box","text":"not funded and obligations thereunder represent general unsecured claims against the general assets of a fund and","page_number":56,"box":{"x":116,"y":165,"width":765,"height":12}},{"id":"01c0185f-fc55-4cac-8453-4b15d4c4325b","block_type":"box","text":"are recorded as a liability for accounting purposes.","page_number":56,"box":{"x":116,"y":181,"width":339,"height":11}},{"id":"5479741b-8f75-4f73-b5bf-248eb527ce04","block_type":"box","text":"The following table sets forth the compensation paid to the Trustees by the Fund for the fiscal year ended","page_number":56,"box":{"x":150,"y":210,"width":710,"height":12}},{"id":"b488e817-05c7-4652-9d8d-a9134fb17528","block_type":"box","text":"December 31, 2025, and the aggregate compensation, including deferred compensation amounts, paid to them by","page_number":56,"box":{"x":116,"y":226,"width":763,"height":11}},{"id":"312848a3-e623-4fee-ba18-6dc09db5001d","block_type":"box","text":"all BlackRock-advised Funds for the calendar year ended December 31, 2025.","page_number":56,"box":{"x":116,"y":241,"width":526,"height":12}},{"id":"0763784a-f3d3-4ffe-9257-9a8072aa235a","block_type":"box","text":"Name","page_number":56,"box":{"x":183,"y":309,"width":33,"height":7}},{"id":"bbcc8c20-4115-482e-a27a-f7ce44c0bec5","block_type":"box","text":"1","page_number":56,"box":{"x":217,"y":308,"width":4,"height":5}},{"id":"c5f63d24-d04a-4c2f-8d07-e48bdc6e4abd","block_type":"box","text":"Compensation from","page_number":56,"box":{"x":402,"y":298,"width":114,"height":9}},{"id":"1b0b052a-7c8c-4bbb-82be-69e14e54f4bc","block_type":"box","text":"the Fund","page_number":56,"box":{"x":433,"y":309,"width":51,"height":7}},{"id":"3be1cd58-fcf8-4b45-a41c-4569cbe0fdf1","block_type":"box","text":"Estimated Annual","page_number":56,"box":{"x":541,"y":288,"width":104,"height":7}},{"id":"902f312b-2f6b-4e6f-a2ea-d4525d65a61a","block_type":"box","text":"Benefits upon","page_number":56,"box":{"x":554,"y":298,"width":78,"height":9}},{"id":"a124be71-905a-4392-978f-204fccb6fdea","block_type":"box","text":"Retirement","page_number":56,"box":{"x":561,"y":309,"width":65,"height":7}},{"id":"0b4fa8ee-f661-405b-b7ee-4c42643bb7dc","block_type":"box","text":"Aggregate Compensation","page_number":56,"box":{"x":671,"y":267,"width":145,"height":9}},{"id":"64cefc8f-d564-4b6d-abd5-b979c613112a","block_type":"box","text":"from the","page_number":56,"box":{"x":719,"y":277,"width":49,"height":8}},{"id":"c3e599fc-f3ee-4ac8-9b1c-cc272bedcf96","block_type":"box","text":"Fund and Other","page_number":56,"box":{"x":697,"y":288,"width":93,"height":7}},{"id":"932e4e67-c9cc-4004-8b22-18c8f4644d59","block_type":"box","text":"BlackRock","page_number":56,"box":{"x":712,"y":298,"width":67,"height":7}},{"id":"7290059e-52c8-4815-a589-398eec46e481","block_type":"box","text":"Advised Funds","page_number":56,"box":{"x":695,"y":309,"width":85,"height":7}},{"id":"881c70ee-4e5e-4afd-ba7b-23a1211d4c3d","block_type":"box","text":"2,3","page_number":56,"box":{"x":781,"y":308,"width":10,"height":6}},{"id":"3bd1a495-b0ff-4a91-bc5f-2c617c0d1eb2","block_type":"box","text":"Independent Trustees:","page_number":56,"box":{"x":182,"y":327,"width":156,"height":12}},{"id":"c8f0bf56-d7a4-410f-a598-078b49cc28b4","block_type":"box","text":"Cynthia L. Egan","page_number":56,"box":{"x":183,"y":343,"width":111,"height":11}},{"id":"9fb84c81-6332-4911-ab29-d54be5473808","block_type":"box","text":"4","page_number":56,"box":{"x":294,"y":343,"width":5,"height":5}},{"id":"d4f0f2ce-6607-4bb9-be22-dd9c41e7575a","block_type":"box","text":".........","page_number":56,"box":{"x":305,"y":350,"width":70,"height":2}},{"id":"1a21451f-a62a-40a1-8a0d-4072728f9f86","block_type":"box","text":"$37,500 None $580,000","page_number":56,"box":{"x":432,"y":342,"width":342,"height":11}},{"id":"45791a51-0266-4c87-a021-89e3165be709","block_type":"box","text":"W. Carl Kester","page_number":56,"box":{"x":183,"y":358,"width":102,"height":9}},{"id":"cbfd6639-bf42-4793-8f6e-dd3a7a74b53b","block_type":"box","text":"..........","page_number":56,"box":{"x":297,"y":365,"width":78,"height":2}},{"id":"604f6ad3-bc4a-4392-a426-de99cb7791b6","block_type":"box","text":"$45,000 None $671,500","page_number":56,"box":{"x":432,"y":357,"width":342,"height":12}},{"id":"23bfe38a-8f13-4746-9ef4-9e13d9b5f628","block_type":"box","text":"Catherine A. Lynch","page_number":56,"box":{"x":183,"y":373,"width":133,"height":12}},{"id":"d4f01643-790c-4e00-a5c4-44bbe80f3dd3","block_type":"box","text":"5","page_number":56,"box":{"x":317,"y":373,"width":4,"height":6}},{"id":"28b576f6-91c6-431c-a7b1-b661fc22406d","block_type":"box","text":"......","page_number":56,"box":{"x":331,"y":381,"width":44,"height":1}},{"id":"c81a3c07-cecf-4cc9-bbe4-f97a41d51d1f","block_type":"box","text":"$42,500 None $610,000","page_number":56,"box":{"x":432,"y":373,"width":342,"height":11}},{"id":"a25e0c32-303e-411b-a604-85ed0116821d","block_type":"box","text":"Arthur P. Steinmetz","page_number":56,"box":{"x":183,"y":389,"width":134,"height":9}},{"id":"42d72783-d2f4-4b46-a849-3a48ca5c56c0","block_type":"box","text":"6","page_number":56,"box":{"x":318,"y":388,"width":5,"height":6}},{"id":"d76bc13e-43a1-428a-b62a-a97d6a2b972e","block_type":"box","text":"......","page_number":56,"box":{"x":331,"y":396,"width":44,"height":1}},{"id":"b623a960-7582-42f6-8c1d-1351b96cb612","block_type":"box","text":"$37,500 None $537,500","page_number":56,"box":{"x":432,"y":388,"width":342,"height":11}},{"id":"cdc9a8c9-a7de-4c6c-aa3c-e36d12b3d2af","block_type":"box","text":"Interested Trustee:","page_number":56,"box":{"x":182,"y":404,"width":131,"height":9}},{"id":"2dbdf248-c11b-49cb-878b-4c3dc543dc70","block_type":"box","text":"John M. Perlowski","page_number":56,"box":{"x":183,"y":419,"width":126,"height":9}},{"id":"e9b23147-8033-45d5-8675-c3076de3b91b","block_type":"box","text":".......","page_number":56,"box":{"x":322,"y":427,"width":53,"height":1}},{"id":"1b501220-fefa-4c9a-993b-344e2a3f60a2","block_type":"box","text":"None None None","page_number":56,"box":{"x":440,"y":419,"width":321,"height":9}},{"id":"aa230f77-2790-41f3-8c6e-48ecae478738","block_type":"box","text":"1","page_number":56,"box":{"x":117,"y":445,"width":3,"height":6}},{"id":"21491f4d-8470-4be3-ae11-b6b6636863b0","block_type":"box","text":"For the number of BlackRock-advised Funds from which each Trustee receives compensation see the","page_number":56,"box":{"x":158,"y":445,"width":683,"height":12}},{"id":"7566d7bc-17dc-4257-837c-3c7d5fc56eda","block_type":"box","text":"Biographical Information Chart beginning on page S-37.","page_number":56,"box":{"x":158,"y":461,"width":381,"height":11}},{"id":"4d501d93-543b-4743-a0ff-8bf7600461a9","block_type":"box","text":"2","page_number":56,"box":{"x":116,"y":476,"width":5,"height":6}},{"id":"3fa0678f-ef46-42ec-9e57-3c40ea11ee5d","block_type":"box","text":"For the Independent Trustees, this amount represents the aggregate compensation earned from the funds in","page_number":56,"box":{"x":158,"y":476,"width":719,"height":12}},{"id":"82bf6f2c-7f76-4220-8f6c-ac03d3c4c20c","block_type":"box","text":"the BlackRock Fixed-Income Complex during the calendar year ended December 31, 2025. Of this","page_number":56,"box":{"x":158,"y":491,"width":667,"height":12}},{"id":"e8c792cf-5217-4f3e-ae65-1310d4452c24","block_type":"box","text":"amount, Dr. Kester, Ms. Lynch and Mr. Steinmetz deferred $546,859, $603,900, and $268,750,","page_number":56,"box":{"x":158,"y":506,"width":642,"height":13}},{"id":"b08dfef5-e3ce-47dc-ad8c-e4f1bdd05cb4","block_type":"box","text":"respectively, pursuant to the BlackRock Fixed-Income Complex’s deferred compensation plan.","page_number":56,"box":{"x":158,"y":523,"width":641,"height":11}},{"id":"5d6c6277-3ab2-4850-bbe8-514727ececaa","block_type":"box","text":"3","page_number":56,"box":{"x":116,"y":538,"width":4,"height":6}},{"id":"876fe287-19ce-4563-9685-9514e7439e43","block_type":"box","text":"Total amount of deferred compensation payable by the BlackRock Fixed-Income Complex to Dr. Kester,","page_number":56,"box":{"x":158,"y":538,"width":708,"height":12}},{"id":"06533836-0410-491f-9e9b-a30ee171877c","block_type":"box","text":"Ms. Lynch and Mr. Steinmetz is $2,544,830, $720,927, and $603,379, respectively, as of December 31,","page_number":56,"box":{"x":158,"y":553,"width":698,"height":12}},{"id":"cd9e8268-f51f-4829-a583-329973489f20","block_type":"box","text":"2025. Ms. Egan did not participate in the deferred compensation plan as of December 31, 2025.","page_number":56,"box":{"x":158,"y":569,"width":643,"height":12}},{"id":"1dcc2ff2-2fed-46aa-ba33-985a7eb08b13","block_type":"box","text":"4","page_number":56,"box":{"x":116,"y":584,"width":5,"height":6}},{"id":"3ba96f7b-58e0-4c30-9157-d39373c82de0","block_type":"box","text":"Ms. Egan became Chair of the Securities Lending Committee effective as of March 9, 2026.","page_number":56,"box":{"x":158,"y":585,"width":621,"height":11}},{"id":"0125ef41-cad8-49ba-be25-0656ba1ad7b0","block_type":"box","text":"5","page_number":56,"box":{"x":116,"y":600,"width":4,"height":6}},{"id":"276dd3bf-7b13-42eb-818d-749b0da5eaee","block_type":"box","text":"Ms. Lynch resigned as a Trustee of the Fund effective as of March 9, 2026.","page_number":56,"box":{"x":158,"y":600,"width":507,"height":12}},{"id":"8ad88805-642f-4993-81e2-107e5d3789a5","block_type":"box","text":"6","page_number":56,"box":{"x":116,"y":615,"width":5,"height":6}},{"id":"145c25d7-d77a-4d86-9954-83cce5136b3d","block_type":"box","text":"Mr. Steinmetz became Chair of the Audit Committee effective March 9, 2026.","page_number":56,"box":{"x":158,"y":616,"width":528,"height":10}},{"id":"5bf27720-596b-4c12-b11c-24ab3c8b0c28","block_type":"box","text":"Indemnification of Trustees and Officers","page_number":56,"box":{"x":116,"y":652,"width":292,"height":9}},{"id":"d1851ffc-eb14-457e-83a0-8963f04a5ee2","block_type":"box","text":"The governing documents of the Fund generally provide that, to the extent permitted by applicable law, the","page_number":56,"box":{"x":150,"y":675,"width":722,"height":11}},{"id":"ee7a25c0-663d-475a-bfa5-537448a9d24d","block_type":"box","text":"Fund will indemnify its Trustees and officers against liabilities and expenses incurred in connection with","page_number":56,"box":{"x":116,"y":691,"width":707,"height":11}},{"id":"77c9ed0b-4289-4cf8-8323-f034880b3221","block_type":"box","text":"litigation in which they may be involved because of their offices with the Fund unless, as to liability to the Fund","page_number":56,"box":{"x":116,"y":706,"width":756,"height":12}},{"id":"1603dc60-e04e-4a24-84b1-89b2b4f74947","block_type":"box","text":"or its investors, it is finally adjudicated that they engaged in willful misfeasance, bad faith, gross negligence or","page_number":56,"box":{"x":116,"y":722,"width":747,"height":12}},{"id":"7ecd9f74-b215-49ca-9146-acbf0ac130aa","block_type":"box","text":"reckless disregard of the duties involved in their offices. In addition, the Fund will not indemnify Trustees with","page_number":56,"box":{"x":116,"y":738,"width":749,"height":12}},{"id":"dc411121-059b-4c38-a744-b55e8f07f1a3","block_type":"box","text":"respect to any matter as to which Trustees did not act in good faith in the reasonable belief that his or her action","page_number":56,"box":{"x":116,"y":754,"width":753,"height":11}},{"id":"2b20c7d6-cb7d-4aee-b895-43f72128d6bb","block_type":"box","text":"was in the best interest of the Fund or, in the case of any criminal proceeding, as to which Trustees had","page_number":56,"box":{"x":116,"y":769,"width":695,"height":12}},{"id":"dcd5a2ea-79c9-454a-9ac4-77cc2945259f","block_type":"box","text":"reasonable cause to believe that the conduct was unlawful. Indemnification provisions contained in the Fund’s","page_number":56,"box":{"x":116,"y":785,"width":743,"height":12}},{"id":"e04d9a9d-17d1-4e6a-a251-ea1f0e927bb8","block_type":"box","text":"governing documents are subject to any limitations imposed by applicable law.","page_number":56,"box":{"x":116,"y":801,"width":532,"height":12}},{"id":"5c162b54-21f8-4a29-905b-c2e959a8525e","block_type":"box","text":"Closed-end funds in the BlackRock Fixed-Income Complex, including the Fund, have also entered into a","page_number":56,"box":{"x":150,"y":831,"width":707,"height":11}},{"id":"44dd9cdf-ef2c-4440-b735-7ad01ff0b548","block_type":"box","text":"separate indemnification agreement with the board members of each board of such funds (the “Indemnification","page_number":56,"box":{"x":117,"y":846,"width":748,"height":12}},{"id":"236cb11e-d838-4e7d-8369-83626dfcae06","block_type":"box","text":"Agreement”). The Indemnification Agreement (i) extends the indemnification provisions contained in a fund’s","page_number":56,"box":{"x":116,"y":862,"width":745,"height":12}},{"id":"3095202c-ee22-4cbb-882c-7c2c01792ada","block_type":"box","text":"governing documents to board members who leave that fund’s board and serve on an advisory board of a","page_number":56,"box":{"x":116,"y":878,"width":708,"height":12}},{"id":"df8e6305-088c-4f32-9a00-5fe21e771f60","block_type":"box","text":"S-53","page_number":56,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"dd24352f-bcdc-4b08-82b8-879fb3629ce5","block_type":"box","text":"NM1026U-5982768-56/119","page_number":56,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"ee381a05-e064-4ff0-8c41-5125ac8abc9b","block_type":"box","text":"different closed-end fund in the BlackRock Fixed-Income Complex; (ii) sets in place the terms of 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Certain of the","page_number":58,"box":{"x":116,"y":181,"width":747,"height":11}},{"id":"198712e9-6701-41a8-93ad-5cce43d20496","block_type":"box","text":"portfolio managers of this Fund have deferred BlackRock, Inc. stock awards.","page_number":58,"box":{"x":116,"y":196,"width":493,"height":12}},{"id":"80f221d3-f8aa-44e6-b8f4-7c0d6b39b667","block_type":"box","text":"For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in","page_number":58,"box":{"x":150,"y":228,"width":714,"height":11}},{"id":"c529b2dd-8062-4771-bf32-826063d2bb4f","block_type":"box","text":"the form of deferred cash or deferred cash awards that notionally track the returns of select BlackRock","page_number":58,"box":{"x":116,"y":243,"width":691,"height":12}},{"id":"0afb894d-cfe2-431f-86a3-884c222b9bbe","block_type":"box","text":"investment products they manage, which provides direct alignment of portfolio manager discretionary incentive","page_number":58,"box":{"x":116,"y":259,"width":754,"height":11}},{"id":"0473353d-573f-4ff6-b7fb-74c08dbb0383","block_type":"box","text":"compensation with investment product results. Deferred cash awards vest ratably over a number of years and,","page_number":58,"box":{"x":116,"y":274,"width":738,"height":12}},{"id":"10f83e85-13bb-4813-bf4b-0b7a08b981fb","block_type":"box","text":"once vested, settle in the form of cash. Only portfolio managers who manage specified products and/or whose","page_number":58,"box":{"x":116,"y":290,"width":740,"height":11}},{"id":"e8c9d8aa-cd8b-483b-8dd6-adadfc63e829","block_type":"box","text":"total compensation is above a specified threshold are eligible to participate in the deferred cash award program.","page_number":58,"box":{"x":116,"y":305,"width":750,"height":12}},{"id":"7bc155ed-06cc-48f0-a138-9a4c94bf19bc","block_type":"box","text":"Other Compensation Benefits. In addition to base salary and discretionary incentive compensation, certain","page_number":58,"box":{"x":150,"y":337,"width":717,"height":11}},{"id":"2ce1b8a7-e8b5-42bb-91ca-302fba11fe3b","block_type":"box","text":"portfolio managers may be eligible to receive or participate in one or more of the following:","page_number":58,"box":{"x":116,"y":352,"width":619,"height":12}},{"id":"66e4cfb8-ca28-4e67-a961-e6103bc8f055","block_type":"box","text":"Incentive Savings Plans – BlackRock, Inc. has created a variety of incentive savings plans in which","page_number":58,"box":{"x":150,"y":384,"width":670,"height":12}},{"id":"808c1337-dd6a-4150-8efc-a95e252a8b4d","block_type":"box","text":"BlackRock, Inc. employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement","page_number":58,"box":{"x":116,"y":399,"width":711,"height":12}},{"id":"a29cc1cb-2541-4cee-89c9-37f040117650","block_type":"box","text":"Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP).","page_number":58,"box":{"x":116,"y":415,"width":540,"height":12}},{"id":"d0da6ec2-a2a3-468e-afb7-074bfd362381","block_type":"box","text":"Securities Ownership of Portfolio Managers","page_number":58,"box":{"x":116,"y":455,"width":299,"height":11}},{"id":"9dfe75e8-d4ff-445d-83be-5a459784ebe0","block_type":"box","text":"The following table sets forth the dollar range of equity securities in the Fund beneficially owned by Messrs.","page_number":58,"box":{"x":150,"y":478,"width":732,"height":12}},{"id":"cdd2b541-a355-4eb4-b9f2-deff3cccdb11","block_type":"box","text":"Cucunato and Patterson and Ms. Puri as of December 31, 2025:","page_number":58,"box":{"x":116,"y":494,"width":427,"height":10}},{"id":"d92709cc-cb3c-44a8-abed-fd3ccdfd3c1e","block_type":"box","text":"Portfolio Manager","page_number":58,"box":{"x":251,"y":532,"width":106,"height":9}},{"id":"9e1722c2-00e1-4041-8667-acf98cae92de","block_type":"box","text":"Dollar Range of Equity Securities","page_number":58,"box":{"x":556,"y":522,"width":192,"height":9}},{"id":"7731d10a-6e9e-4c54-98c7-35f865a45211","block_type":"box","text":"of the Fund Beneficially Owned","page_number":58,"box":{"x":562,"y":532,"width":181,"height":9}},{"id":"b4989ced-016e-464b-97ce-4985e59f5cbc","block_type":"box","text":"Jeffrey Cucunato","page_number":58,"box":{"x":251,"y":551,"width":114,"height":12}},{"id":"f0898ea8-c8c9-41d7-b63a-c0f43e901a3b","block_type":"box","text":"...................","page_number":58,"box":{"x":376,"y":559,"width":153,"height":1}},{"id":"b7312dc8-b093-4a03-92d5-17e21835a204","block_type":"box","text":"$100,001 - $500,000","page_number":58,"box":{"x":583,"y":550,"width":139,"height":12}},{"id":"488e13c8-adcd-4410-8dbe-4c71351e26a2","block_type":"box","text":"Michael Patterson","page_number":58,"box":{"x":251,"y":567,"width":121,"height":8}},{"id":"75ef9cc8-553d-4559-b116-7ca7d084cbdc","block_type":"box","text":"..................","page_number":58,"box":{"x":384,"y":574,"width":145,"height":1}},{"id":"125143fd-518c-42f1-a707-e0309acce3a4","block_type":"box","text":"None","page_number":58,"box":{"x":634,"y":567,"width":36,"height":8}},{"id":"7a1ff9c5-590e-485b-87a9-2f9fde9e2bdb","block_type":"box","text":"Purnima Puri","page_number":58,"box":{"x":251,"y":582,"width":88,"height":9}},{"id":"2a43233e-509c-4ac6-b269-3a82fe2fd80b","block_type":"box","text":"......................","page_number":58,"box":{"x":351,"y":590,"width":178,"height":1}},{"id":"8164ede1-9a12-4eb5-abf0-3134aee37f52","block_type":"box","text":"None","page_number":58,"box":{"x":634,"y":582,"width":36,"height":9}},{"id":"48ffed6a-832f-4847-993b-e37d1062dde8","block_type":"box","text":"Portfolio Manager Potential Material Conflicts of Interest","page_number":58,"box":{"x":116,"y":622,"width":394,"height":11}},{"id":"3d7e6170-7c90-44e5-893b-2802038d1844","block_type":"box","text":"BlackRock has built a professional working environment, firm-wide compliance culture and compliance","page_number":58,"box":{"x":150,"y":645,"width":703,"height":12}},{"id":"3ab4abe7-1bb5-4ef8-b341-f2b79c453acf","block_type":"box","text":"procedures and systems designed to protect against potential incentives that may favor one account over another.","page_number":58,"box":{"x":116,"y":661,"width":760,"height":11}},{"id":"b1280380-0ff6-4721-9576-d1823f2062e7","block_type":"box","text":"BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution","page_number":58,"box":{"x":116,"y":676,"width":766,"height":12}},{"id":"21598943-e5db-4c0e-bf7e-4603f2099f60","block_type":"box","text":"of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed","page_number":58,"box":{"x":116,"y":692,"width":760,"height":11}},{"id":"bf101f42-317e-4b6d-ae15-cb546202dcd0","block_type":"box","text":"to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment","page_number":58,"box":{"x":116,"y":707,"width":750,"height":12}},{"id":"8763828b-447a-4722-b0c6-adc6fd193d15","block_type":"box","text":"management and advisory services to numerous clients in addition to the Fund, and BlackRock may, consistent","page_number":58,"box":{"x":116,"y":723,"width":750,"height":11}},{"id":"8b4c91c0-0230-4f13-91b6-2ca0877e1fda","block_type":"box","text":"with applicable law, make investment recommendations to other clients or accounts (including accounts which","page_number":58,"box":{"x":116,"y":738,"width":747,"height":12}},{"id":"649a6cdd-8c4e-46ac-b0c9-aa21e58e34a2","block_type":"box","text":"are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a","page_number":58,"box":{"x":116,"y":754,"width":742,"height":11}},{"id":"1eeb5e1a-3b54-43b8-b419-1d29f610cf18","block_type":"box","text":"personal interest in the receipt of such fees), which may be the same as or different from those made to the","page_number":58,"box":{"x":116,"y":769,"width":718,"height":12}},{"id":"b1587ec1-270d-484b-a975-10194523b141","block_type":"box","text":"Fund. In addition, BlackRock, Inc., its affiliates and significant shareholders and any officer, director,","page_number":58,"box":{"x":116,"y":785,"width":685,"height":11}},{"id":"64573c93-8951-4da9-aa7d-15b0f24d50d6","block_type":"box","text":"shareholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock","page_number":58,"box":{"x":117,"y":800,"width":746,"height":12}},{"id":"e74c9953-6166-4fb1-a6a0-f0c264144ced","block_type":"box","text":"recommends to the Fund. BlackRock, Inc. or any of its affiliates or significant shareholders, or any officer,","page_number":58,"box":{"x":116,"y":816,"width":720,"height":11}},{"id":"e19af9c3-698d-41a0-9014-976714c61ee1","block_type":"box","text":"director, shareholder, employee or any member of their families may take different actions than those","page_number":58,"box":{"x":116,"y":831,"width":684,"height":12}},{"id":"d2e2ff09-710b-487b-b47b-097685e0eec4","block_type":"box","text":"recommended to the Fund by BlackRock with respect to the same securities. Moreover, BlackRock may refrain","page_number":58,"box":{"x":116,"y":847,"width":752,"height":11}},{"id":"c4918c2d-a240-4373-8458-a0ca32dbf402","block_type":"box","text":"from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its","page_number":58,"box":{"x":116,"y":862,"width":742,"height":12}},{"id":"10df6288-4672-475d-9149-aa0e1bbb173a","block_type":"box","text":"affiliates’ or significant shareholders’) officers, directors or employees are directors or officers, or companies as","page_number":58,"box":{"x":116,"y":878,"width":756,"height":11}},{"id":"5cb2f816-2e90-4173-bc35-ac140728b2fa","block_type":"box","text":"S-55","page_number":58,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"40b0e0ff-6a85-41da-a91c-481b4d3a2f4f","block_type":"box","text":"NM1026U-5982768-58/119","page_number":58,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"6e707e11-6bea-4ddb-8f91-1a2ddecd7f03","block_type":"box","text":"to which BlackRock or any of its affiliates or significant shareholders or the officers, directors and employees of","page_number":59,"box":{"x":116,"y":88,"width":759,"height":11}},{"id":"b185f50a-f0c8-4e7d-aa93-f299e4beeb83","block_type":"box","text":"any of them has any substantial economic interest or possesses material non-public information. Certain portfolio","page_number":59,"box":{"x":116,"y":103,"width":764,"height":12}},{"id":"0f07ec5f-8e3e-4545-aad3-8df13e050351","block_type":"box","text":"managers also may manage accounts whose investment strategies may at times be opposed to the strategy","page_number":59,"box":{"x":116,"y":119,"width":713,"height":11}},{"id":"503555e7-3670-48a1-8678-3ce0cb8d9762","block_type":"box","text":"utilized for a fund. It should also be noted that Messrs. Cucunato and Patterson and Ms. Puri may be managing","page_number":59,"box":{"x":116,"y":134,"width":747,"height":12}},{"id":"52b3c71b-1590-4881-8994-662c593b5323","block_type":"box","text":"funds and/or accounts that are subject to incentive fees. Messrs. Cucunato and Patterson and Ms. Puri may","page_number":59,"box":{"x":116,"y":150,"width":717,"height":11}},{"id":"3850eb91-513d-4c16-aee5-92195235d07b","block_type":"box","text":"therefore be entitled to receive a portion of any incentive fees earned on such funds and/or accounts.","page_number":59,"box":{"x":116,"y":165,"width":675,"height":12}},{"id":"c5064fbf-0560-4f7d-97d5-64009cfb5cd1","block_type":"box","text":"As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When","page_number":59,"box":{"x":150,"y":192,"width":684,"height":11}},{"id":"face7e1f-0540-46a4-bcd5-fcc958bea3a4","block_type":"box","text":"BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner","page_number":59,"box":{"x":116,"y":207,"width":727,"height":12}},{"id":"5c05d54a-1f2f-4ba0-b913-d66f3bba4022","block_type":"box","text":"consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner","page_number":59,"box":{"x":116,"y":223,"width":741,"height":11}},{"id":"bd8943c3-ab97-4abc-bff5-76f603793d2d","block_type":"box","text":"among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted","page_number":59,"box":{"x":116,"y":238,"width":735,"height":12}},{"id":"60e2eea0-0ac5-4058-9b20-e5e5f48b6188","block_type":"box","text":"policies that are intended to ensure reasonable efficiency in client transactions and provide BlackRock with","page_number":59,"box":{"x":116,"y":254,"width":724,"height":11}},{"id":"9579ce22-3ffb-4e6c-a97f-05b4fbef8b8d","block_type":"box","text":"sufficient flexibility to allocate investments in a manner that is consistent with the particular investment","page_number":59,"box":{"x":117,"y":269,"width":699,"height":12}},{"id":"b2f9fb7a-df03-42c2-ab36-97ae8e87b2e3","block_type":"box","text":"discipline and client base, as appropriate.","page_number":59,"box":{"x":116,"y":285,"width":276,"height":11}},{"id":"00e75b9e-83ce-44fd-bc33-41165da3d3fe","block_type":"box","text":"Proxy Voting Policies","page_number":59,"box":{"x":116,"y":317,"width":154,"height":11}},{"id":"6300ef24-1563-4b5d-8152-9f0fba7caa22","block_type":"box","text":"The Board of the Fund has delegated the voting of proxies for the Fund’s securities to the Advisor pursuant","page_number":59,"box":{"x":150,"y":338,"width":723,"height":12}},{"id":"a7eac9c0-3e38-4caf-9357-80858984e8f8","block_type":"box","text":"to the Closed-End Fund Proxy Voting Policy. The Advisor has adopted the BlackRock Active Investment","page_number":59,"box":{"x":116,"y":354,"width":712,"height":11}},{"id":"7fbe3f25-769a-43dd-90ce-05d0cc663dc6","block_type":"box","text":"Stewardship - Global Engagement and Voting Guidelines (the “BAIS Guidelines”) with respect to certain funds,","page_number":59,"box":{"x":116,"y":369,"width":758,"height":12}},{"id":"c671e2f7-2d50-40a5-88d1-c0dca601489a","block_type":"box","text":"including the Fund.","page_number":59,"box":{"x":116,"y":385,"width":130,"height":11}},{"id":"0e9a1c3c-e3dd-4da7-a7dd-00dda9fa381e","block_type":"box","text":"Copies of the Closed-End Fund Proxy Voting Policy and the BAIS Guidelines are attached as Appendix B","page_number":59,"box":{"x":150,"y":411,"width":716,"height":12}},{"id":"48701dee-0a7d-41f6-9a08-b62cc4e524e3","block_type":"box","text":"to this SAI.","page_number":59,"box":{"x":116,"y":427,"width":76,"height":9}},{"id":"9b67d9dd-7e51-4964-b304-e040ddd4615c","block_type":"box","text":"Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month","page_number":59,"box":{"x":150,"y":453,"width":723,"height":12}},{"id":"aba6bf22-b9cf-4b9b-bf68-f9d0fcd1ce2f","block_type":"box","text":"period ended June 30 is available (i) without charge, upon request, by calling (800) 882-0052, (ii) at","page_number":59,"box":{"x":116,"y":469,"width":675,"height":11}},{"id":"26a50d67-494d-4ddf-97a2-9878011b86a0","block_type":"box","text":"www.blackrock.com and (iii) on the SEC’s website at http://www.sec.gov.","page_number":59,"box":{"x":116,"y":484,"width":503,"height":12}},{"id":"b5684be9-f9da-4f1f-ae82-2b9d2840549b","block_type":"box","text":"Codes of Ethics","page_number":59,"box":{"x":116,"y":516,"width":111,"height":10}},{"id":"604cb370-4b8f-4786-93a1-0d600482319e","block_type":"box","text":"The Fund and the Advisor have adopted a code of ethics (the “Code of Ethics”) in compliance with","page_number":59,"box":{"x":150,"y":538,"width":668,"height":11}},{"id":"3692717f-c278-458c-92f1-390d2e385076","block_type":"box","text":"Section 17(j) of the Investment Company Act and Rule 17j-1 thereunder. Each Code of Ethics establishes","page_number":59,"box":{"x":116,"y":553,"width":711,"height":12}},{"id":"b9b318f8-7279-4dfd-b8fc-404c2b611731","block_type":"box","text":"procedures for personal investing and restricts certain transactions. Employees subject to a Code of Ethics may","page_number":59,"box":{"x":116,"y":569,"width":748,"height":11}},{"id":"3a95fb15-83ff-4528-b12c-cb32f0a4f159","block_type":"box","text":"invest in securities for their personal investment accounts, including making investments in securities that may be","page_number":59,"box":{"x":116,"y":584,"width":767,"height":12}},{"id":"603b371a-568a-41d8-ba40-62225d7bd33f","block_type":"box","text":"purchased or held by the Fund. The Codes of Ethics are available on the EDGAR Database on the SEC’s website","page_number":59,"box":{"x":116,"y":600,"width":762,"height":11}},{"id":"e30cd1cd-5afc-49f8-b5fb-53c84859a9cc","block_type":"box","text":"at www.sec.gov. Copies of the Codes of Ethics may be obtained, after paying a duplicating fee, by electronic","page_number":59,"box":{"x":116,"y":615,"width":734,"height":12}},{"id":"40383dc8-3a16-486e-9fc0-5ae50698d443","block_type":"box","text":"request at the following e-mail address: publicinfo@sec.gov.","page_number":59,"box":{"x":116,"y":631,"width":409,"height":11}},{"id":"7b71fc41-68c2-449e-915a-7d8df2b3950d","block_type":"box","text":"Other Information","page_number":59,"box":{"x":116,"y":663,"width":135,"height":9}},{"id":"60108845-114e-4769-88ac-c01753554ff8","block_type":"box","text":"BlackRock is independent in ownership and governance, with no single majority stockholder and a majority","page_number":59,"box":{"x":150,"y":684,"width":728,"height":12}},{"id":"1def03c0-8dfb-438c-9563-6aa4d753b40e","block_type":"box","text":"of independent directors.","page_number":59,"box":{"x":116,"y":699,"width":166,"height":12}},{"id":"c3861d95-c1ad-439a-837a-9e1362812277","block_type":"box","text":"DISTRIBUTION OF FUND SHARES","page_number":59,"box":{"x":363,"y":737,"width":273,"height":9}},{"id":"858e7de5-4def-4671-9a7c-72de9008833a","block_type":"box","text":"BlackRock Investments, LLC, located at 50 Hudson Yards, New York, NY 10001, acts as the distributor of","page_number":59,"box":{"x":150,"y":758,"width":725,"height":11}},{"id":"82048a1a-0cf0-4d2e-80e9-b548a4eb2c53","block_type":"box","text":"the Fund’s Shares, pursuant to the Distribution Agreement, on a reasonable best efforts basis, subject to various","page_number":59,"box":{"x":116,"y":774,"width":752,"height":11}},{"id":"711f2e68-db87-4e6d-8839-e17ddbeea1a1","block_type":"box","text":"conditions.","page_number":59,"box":{"x":116,"y":789,"width":73,"height":9}},{"id":"264d1055-d667-4899-bd42-36e9a988449f","block_type":"box","text":"The Distribution Agreement will continue in effect with respect to the Fund for successive one-year periods,","page_number":59,"box":{"x":150,"y":816,"width":730,"height":11}},{"id":"5aca257b-96d8-4247-b3e0-d4e7265914b1","block_type":"box","text":"provided that each such continuance is specifically approved: (i) by the vote of a majority of the Trustees who","page_number":59,"box":{"x":116,"y":831,"width":742,"height":12}},{"id":"fd035ffb-b253-447d-879b-bdd54675a28b","block_type":"box","text":"are not interested persons of the Fund (as defined in the Investment Company Act) and who have no direct or","page_number":59,"box":{"x":116,"y":847,"width":737,"height":12}},{"id":"06230241-3a36-46ca-8069-b18446ce8911","block_type":"box","text":"indirect financial interest in the Distribution Agreement or the Investment Management Agreement; and (ii) by","page_number":59,"box":{"x":116,"y":862,"width":748,"height":12}},{"id":"776e8306-73e9-48ab-be99-905ce0b42249","block_type":"box","text":"the vote of a majority of the entire Board cast in person at a meeting called for that purpose.","page_number":59,"box":{"x":116,"y":878,"width":618,"height":12}},{"id":"00a7d785-fa46-43a5-8609-d58d89c09a28","block_type":"box","text":"S-56","page_number":59,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"df1d0c78-3963-4b71-a927-3b7c592486ab","block_type":"box","text":"NM1026U-5982768-59/119","page_number":59,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"7a7ec54f-4c92-4c76-9733-fc74808b78e8","block_type":"box","text":"Under the terms of the Multi-Class Exemptive Relief, the Fund is subject to Rule 18f-3 under the","page_number":60,"box":{"x":150,"y":88,"width":654,"height":11}},{"id":"3a5e91aa-735b-42f3-b3a9-08cd68b22363","block_type":"box","text":"Investment Company Act. The Fund has adopted a Multi-Class Plan pursuant to Rule 18f-3 under the Investment","page_number":60,"box":{"x":116,"y":103,"width":763,"height":12}},{"id":"85fa66c3-72e8-4f42-83c3-27dc7394beee","block_type":"box","text":"the Fund and, generally, have identical voting, dividend, liquidation, and other rights, preferences, powers,","page_number":60,"box":{"x":116,"y":119,"width":719,"height":11}},{"id":"0f6877ea-2cb6-49b5-bc85-a435244616d3","block_type":"box","text":"restrictions, limitations, qualifications and terms and conditions, except that: (a) each class has a different","page_number":60,"box":{"x":116,"y":134,"width":712,"height":12}},{"id":"c36b4c19-482f-40c9-b5e2-9b9d3e10b254","block_type":"box","text":"designation; (b) each class of shares bears any class-specific expenses; and (c) each class shall have separate","page_number":60,"box":{"x":116,"y":150,"width":731,"height":11}},{"id":"5413534e-84b1-4104-8d2d-c75f973c6e71","block_type":"box","text":"voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests","page_number":60,"box":{"x":116,"y":165,"width":755,"height":12}},{"id":"1eee803b-f4e7-4767-b083-71da5ae1e0c9","block_type":"box","text":"of any other class, and shall have exclusive voting rights on any matter submitted to shareholders that relates","page_number":60,"box":{"x":116,"y":181,"width":733,"height":11}},{"id":"bbb036d1-2f17-475b-a1dc-cc8efa558ed1","block_type":"box","text":"solely to that class.","page_number":60,"box":{"x":117,"y":196,"width":126,"height":12}},{"id":"59e942b1-ce08-4084-b318-de274891bfa4","block_type":"box","text":"Distribution and Servicing Plan","page_number":60,"box":{"x":116,"y":235,"width":215,"height":11}},{"id":"123b0563-7dbb-428c-b990-1fbab835237c","block_type":"box","text":"Under the terms of the Multi-Class Exemptive Relief, the Fund is subject to Rule 12b-1 under the","page_number":60,"box":{"x":150,"y":258,"width":657,"height":12}},{"id":"7d41d904-639a-4a31-91a4-117ab8d5dcde","block_type":"box","text":"Investment Company Act. 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The Distribution and Servicing","page_number":60,"box":{"x":116,"y":320,"width":745,"height":12}},{"id":"d1712955-0b54-4f0f-934f-d25623e84869","block_type":"box","text":"Plan permits the Fund to compensate the Distributor for providing or procuring through financial firms,","page_number":60,"box":{"x":116,"y":336,"width":697,"height":11}},{"id":"3797c532-8250-451a-83c5-be7718e97fb9","block_type":"box","text":"distribution, administrative, recordkeeping, shareholder and/or related services with respect to the Class A","page_number":60,"box":{"x":116,"y":351,"width":716,"height":12}},{"id":"a099fffc-caf2-4ec3-b880-3f79d5d57f2a","block_type":"box","text":"Shares, Class W Shares, Class U Shares and Class J Shares. Most or all of the distribution and/or service fees are","page_number":60,"box":{"x":116,"y":367,"width":761,"height":10}},{"id":"25a23fec-eb3f-429c-88d7-a629421bf742","block_type":"box","text":"paid to financial firms through which shareholders may purchase or hold Class A Shares, Class W Shares,","page_number":60,"box":{"x":116,"y":382,"width":714,"height":12}},{"id":"4a0bc50f-c20a-4dd2-b610-d80dc268d1e5","block_type":"box","text":"Class U Shares and/or Class J Shares. Because these fees are paid out of the Fund’s assets attributable to Class A","page_number":60,"box":{"x":116,"y":398,"width":761,"height":11}},{"id":"848be71a-602c-4777-92b2-502cfe9a04a6","block_type":"box","text":"Shares, Class W Shares, Class U Shares and Class J Shares on an ongoing basis, over time they will increase the","page_number":60,"box":{"x":116,"y":413,"width":757,"height":12}},{"id":"379edd40-12e6-410b-a3d8-b5e82f5f18ab","block_type":"box","text":"cost of an investment in Class A Shares, Class W Shares, Class U Shares and Class J Shares, including causing","page_number":60,"box":{"x":116,"y":429,"width":748,"height":11}},{"id":"6504c9cf-500e-4977-984d-81a649afebea","block_type":"box","text":"the Class A Shares, Class W Shares, Class U Shares and Class J Shares to have a higher expense ratio, pay lower","page_number":60,"box":{"x":116,"y":444,"width":762,"height":12}},{"id":"6c190093-ea70-4405-bde6-4c914fb471fc","block_type":"box","text":"dividends and have a lower total return than Institutional Shares.","page_number":60,"box":{"x":116,"y":460,"width":434,"height":9}},{"id":"d6187832-699f-4e57-8730-c328122d7eb6","block_type":"box","text":"The maximum annual rates at which the Distribution and Servicing Fees may be paid under the Distribution","page_number":60,"box":{"x":150,"y":491,"width":728,"height":11}},{"id":"4002a244-2069-4fed-93ae-787851fcc29a","block_type":"box","text":"and Servicing Plan (calculated as a percentage of the Fund’s average daily net assets attributable to each of the","page_number":60,"box":{"x":116,"y":506,"width":746,"height":12}},{"id":"63456bf2-a873-4431-beb6-63c2fbcc0ed6","block_type":"box","text":"Class A Shares, Class W Shares , Class U Shares and Class J Shares) is 0.75% for Class A Shares, Class W","page_number":60,"box":{"x":116,"y":522,"width":724,"height":11}},{"id":"d4d4a8cf-960b-448d-a209-cd4c9da2cb36","block_type":"box","text":"Shares and Class U Shares and 0.50% for Class J Shares. 0.25% of such fee is a shareholder servicing fee and the","page_number":60,"box":{"x":116,"y":537,"width":764,"height":12}},{"id":"63843da7-2c58-4214-97c7-6504d2f35058","block_type":"box","text":"remaining portion is a distribution fee.","page_number":60,"box":{"x":116,"y":553,"width":258,"height":11}},{"id":"fab30f1d-a1ad-4aed-b652-3718613e9135","block_type":"box","text":"The fee payable pursuant to the Distribution and Servicing Plan may be used by the Distributor to provide or","page_number":60,"box":{"x":150,"y":584,"width":733,"height":11}},{"id":"dd473ef5-4216-410d-8646-2613882a5461","block_type":"box","text":"procure distribution services and shareholder services in respect of Class A Shares, Class W Shares, Class U","page_number":60,"box":{"x":116,"y":599,"width":731,"height":12}},{"id":"2d888701-9603-4adc-a7ad-30560a5e61f2","block_type":"box","text":"Shares and Class J Shares (either directly or by procuring through other entities, including various financial","page_number":60,"box":{"x":116,"y":615,"width":724,"height":11}},{"id":"2ce7fffb-a5e7-4163-bc4a-351597c36440","block_type":"box","text":"services firms such as broker-dealers and registered investment advisors (“Service Organizations”)). Distribution","page_number":60,"box":{"x":117,"y":630,"width":761,"height":12}},{"id":"b7f24203-a3aa-4a8c-9990-fdb0f81904f4","block_type":"box","text":"services include some or all of the following services and facilities in connection with direct purchases by","page_number":60,"box":{"x":117,"y":646,"width":712,"height":11}},{"id":"509ecf94-5555-40bb-a0ab-996e2e3fd6d1","block_type":"box","text":"shareholders or in connection with products, programs or accounts offered by such Service Organizations:","page_number":60,"box":{"x":117,"y":661,"width":714,"height":12}},{"id":"67b9130e-9ef1-420a-9904-45ea2576f980","block_type":"box","text":"(i) facilities for placing orders directly for the purchase of a Fund’s shares; (ii) advertising with respect to","page_number":60,"box":{"x":116,"y":677,"width":710,"height":11}},{"id":"c52853da-7d47-4c8e-a1c0-36b65597d725","block_type":"box","text":"Class A Shares, Class W Shares, Class U Shares and Class J Shares; (iii) providing information about the Fund;","page_number":60,"box":{"x":116,"y":692,"width":753,"height":12}},{"id":"7bffea3f-d9c9-4852-b5a0-e7d02b3ad3fa","block_type":"box","text":"(iv) providing facilities to answer questions from prospective investors about the Fund; (v) receiving and","page_number":60,"box":{"x":116,"y":708,"width":707,"height":11}},{"id":"fe72c1fb-6b89-4ec9-80d3-04ab150c07e5","block_type":"box","text":"answering correspondence, including requests for prospectuses and statements of additional information;","page_number":60,"box":{"x":116,"y":723,"width":706,"height":12}},{"id":"c11513ee-bc61-4ffe-87b1-33ca7f13f74f","block_type":"box","text":"(vi) preparing, printing and delivering prospectuses and shareholder reports to prospective shareholders;","page_number":60,"box":{"x":116,"y":739,"width":701,"height":11}},{"id":"d292a047-f156-4448-8ecd-3b3c8130cbf5","block_type":"box","text":"(vii) assisting investors in applying to purchase Class A Shares, Class W Shares, Class U Shares and Class J","page_number":60,"box":{"x":116,"y":754,"width":729,"height":12}},{"id":"b7a1b911-aa3e-46e2-ac9c-ca9f70a5b6f0","block_type":"box","text":"Shares and selecting dividend and other account options.","page_number":60,"box":{"x":116,"y":770,"width":381,"height":11}},{"id":"84014680-720f-433b-93f3-c6062e7cc272","block_type":"box","text":"Shareholder services may include, but are not limited to, the following functions: (i) answering shareholder","page_number":60,"box":{"x":150,"y":801,"width":724,"height":11}},{"id":"4ab4cc1f-012f-4f2c-9fcc-5fb85b010ed6","block_type":"box","text":"inquiries regarding account status and history, the manner in which purchases, exchanges and repurchases of","page_number":60,"box":{"x":116,"y":816,"width":734,"height":12}},{"id":"b18c9b3f-aa95-4fe9-916f-d7cf04541d00","block_type":"box","text":"Shares may be effected and certain other matters pertaining to the shareholders’ investments; (ii) receiving,","page_number":60,"box":{"x":116,"y":832,"width":723,"height":11}},{"id":"c4e89792-874c-4671-a172-49d6c16828b9","block_type":"box","text":"aggregating and processing shareholder orders; (iii) furnishing shareholder sub-accounting; (iv) providing and","page_number":60,"box":{"x":116,"y":847,"width":743,"height":12}},{"id":"62bb2a20-fd29-43fe-a78d-eb294ba7f261","block_type":"box","text":"maintaining elective shareholder services such as check writing and wire transfer services; (v) providing and","page_number":60,"box":{"x":116,"y":863,"width":732,"height":11}},{"id":"643949cc-c8fa-4075-8802-2da2a11e7c5f","block_type":"box","text":"maintaining pre-authorized investment plans; (vi) communicating periodically with shareholders; (vii) acting as","page_number":60,"box":{"x":116,"y":878,"width":753,"height":12}},{"id":"1ae4e6a6-ec4b-4a19-a029-67dedb0ce7ba","block_type":"box","text":"S-57","page_number":60,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"b972299f-3bf7-461f-bcc2-ab369c52474f","block_type":"box","text":"NM1026U-5982768-60/119","page_number":60,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"2973a3d1-f1a5-437c-8a00-5747b38cd678","block_type":"box","text":"the sole shareholder of record and nominee for shareholders; (viii) maintaining accounting records for","page_number":61,"box":{"x":116,"y":88,"width":688,"height":11}},{"id":"6ecee2e7-eff1-4687-b86f-9f9677e0afc6","block_type":"box","text":"shareholders; (ix) answering questions and handling correspondence from shareholders about their accounts;","page_number":61,"box":{"x":117,"y":103,"width":731,"height":12}},{"id":"162c096c-a1c8-4e6a-bae7-f9264dafad7a","block_type":"box","text":"(x) issuing confirmations for transactions by shareholders; (xi) performing similar account administrative","page_number":61,"box":{"x":116,"y":119,"width":710,"height":11}},{"id":"74fa8062-2898-410c-9bbd-40c12785261f","block_type":"box","text":"services; (xii) providing such shareholder communications and recordkeeping services as may be required for","page_number":61,"box":{"x":117,"y":134,"width":738,"height":12}},{"id":"78756ef1-7fe4-4816-ab7e-66e9f48ae18d","block_type":"box","text":"any program for which a Service Organization is a sponsor that relies on Rule 3a-4 under the Investment","page_number":61,"box":{"x":116,"y":150,"width":705,"height":11}},{"id":"6050348e-11ed-4811-8f7e-97ea5903f55b","block_type":"box","text":"Company Act (i.e., a “wrap fee” program); and (xiii) providing such other similar services as may reasonably be","page_number":61,"box":{"x":116,"y":165,"width":758,"height":12}},{"id":"8324783c-0bdf-4e98-b5ee-5b23a88267cb","block_type":"box","text":"requested to the extent a Service Organization is permitted to do so under applicable statutes, rules, or","page_number":61,"box":{"x":116,"y":181,"width":687,"height":11}},{"id":"4cfbd97b-edf8-4c0b-84e8-3b15cdf82d81","block_type":"box","text":"regulations. The distribution and/or servicing fee may be spent by the Distributor for the services rendered to","page_number":61,"box":{"x":116,"y":196,"width":734,"height":12}},{"id":"89b7bf57-3b79-45ae-a774-550eba1c04fe","block_type":"box","text":"holders of Class A Shares, Class W Shares, Class U Shares and Class J Shares as set forth above, but will","page_number":61,"box":{"x":116,"y":212,"width":710,"height":10}},{"id":"31cb1809-d7b2-4d69-b21f-774fc657c66f","block_type":"box","text":"generally not be spent by the Distributor on recordkeeping charges, accounting expenses, transfer costs or","page_number":61,"box":{"x":116,"y":227,"width":713,"height":12}},{"id":"7d8b76a7-0942-4826-93aa-e654f21521af","block_type":"box","text":"custodian fees.","page_number":61,"box":{"x":116,"y":243,"width":99,"height":9}},{"id":"66ebdd79-2601-48b7-b74c-6137b5f7246b","block_type":"box","text":"In accordance with Rule 12b-1 under the Investment Company Act, the Distribution and Servicing Plan may","page_number":61,"box":{"x":150,"y":274,"width":731,"height":11}},{"id":"b7db3030-5e2f-4178-9b81-d6fe6a17a193","block_type":"box","text":"not be amended to increase materially the costs which holders of Class A Shares, Class W Shares, Class U Shares","page_number":61,"box":{"x":116,"y":289,"width":766,"height":12}},{"id":"b1262c9d-1e6b-434a-b59f-f4e5b33b799c","block_type":"box","text":"and Class J Shares may bear under the Distribution and Servicing Plan without approval of a majority of the","page_number":61,"box":{"x":116,"y":305,"width":729,"height":11}},{"id":"26e02cd8-1d3b-470c-86b6-8d7b57e9bcb2","block_type":"box","text":"outstanding Class A Shares, Class W Shares, Class U Shares and Class J Shares, as applicable, and by vote of a","page_number":61,"box":{"x":116,"y":320,"width":751,"height":12}},{"id":"07160eaa-198c-40b5-99b1-67d136acdeda","block_type":"box","text":"majority of both: (i) the Trustees of the Fund; and (ii) those Trustees who are not “interested persons” of the","page_number":61,"box":{"x":116,"y":336,"width":729,"height":11}},{"id":"6b288eb6-a070-40e1-8f06-2b09db869d91","block_type":"box","text":"Fund (as defined in the Investment Company Act) and who have no direct or indirect financial interest in the","page_number":61,"box":{"x":116,"y":351,"width":733,"height":12}},{"id":"21df6133-3e90-4230-9aa5-40a639dd58ab","block_type":"box","text":"operation of the Distribution and Servicing Plan or any agreements related to it (the “Plan Trustees”), cast in","page_number":61,"box":{"x":116,"y":367,"width":731,"height":11}},{"id":"5fd373ee-020d-4c05-b743-a6d5fde2b955","block_type":"box","text":"person at a meeting called for the purpose of voting on the Distribution and Servicing Plan and any related","page_number":61,"box":{"x":116,"y":382,"width":718,"height":12}},{"id":"aac3bc7a-ea55-45e6-8876-d2dfb69ed4c4","block_type":"box","text":"amendments. The Distribution and Servicing Plan may not take effect until approved by a vote of a majority of","page_number":61,"box":{"x":116,"y":398,"width":749,"height":11}},{"id":"cd41e4d9-e2cf-4816-afd1-f5a4e173a1c5","block_type":"box","text":"both: (i) the Trustees of the Fund; and (ii) the Plan Trustees. The Distribution and Servicing Plan shall continue","page_number":61,"box":{"x":116,"y":413,"width":751,"height":12}},{"id":"d6c2c4ad-b887-4516-8369-cef6865dfcde","block_type":"box","text":"in effect so long as such continuance is specifically approved at least annually by the Trustees and the Plan","page_number":61,"box":{"x":116,"y":429,"width":721,"height":11}},{"id":"17441532-bd7c-4155-9499-dbdee3e608b8","block_type":"box","text":"Trustees. The Distribution and Servicing Plan may be terminated at any time, without penalty, by vote of a","page_number":61,"box":{"x":116,"y":444,"width":720,"height":12}},{"id":"9ba25375-459d-4fe3-826b-cc5dd48e192b","block_type":"box","text":"majority of the Plan Trustees or by a vote of a majority of the outstanding Class A Shares, Class W Shares,","page_number":61,"box":{"x":116,"y":460,"width":721,"height":11}},{"id":"c01ce523-1425-457d-83a5-12dccab1cb20","block_type":"box","text":"Class U Shares and/or Class J Shares, as applicable. Pursuant to the Distribution and Servicing Plan, the Board","page_number":61,"box":{"x":116,"y":475,"width":747,"height":12}},{"id":"7f9fdec0-2ede-4b6a-a302-224c7b2f1689","block_type":"box","text":"will be provided with quarterly reports of amounts expended under the Distribution and Servicing Plan and the","page_number":61,"box":{"x":116,"y":491,"width":747,"height":11}},{"id":"f3c3b170-b180-49fc-a774-9b0d9cf3ccba","block_type":"box","text":"purpose for which such expenditures were made.","page_number":61,"box":{"x":116,"y":506,"width":328,"height":12}},{"id":"98b2dae5-8974-4122-8c22-124f2a394143","block_type":"box","text":"FINRA rules limit the amount of distribution fees that may be paid by registered investment companies out","page_number":61,"box":{"x":150,"y":537,"width":723,"height":12}},{"id":"5fd186e2-4b10-4b49-bcb2-3b8b6bb4523f","block_type":"box","text":"of their assets as a percentage of total new gross sales. “Service fees,” defined to mean fees paid for providing","page_number":61,"box":{"x":116,"y":553,"width":742,"height":11}},{"id":"7a30d59e-2620-49ad-883e-d7613831c562","block_type":"box","text":"shareholder services or the maintenance of accounts (but not transfer agency or sub-account services), are not","page_number":61,"box":{"x":117,"y":568,"width":738,"height":12}},{"id":"0d4a97aa-8c84-4632-ae66-157e99a1dbb9","block_type":"box","text":"subject to these limits on distribution fees. Some portion of the fees paid pursuant to the Distribution and","page_number":61,"box":{"x":117,"y":584,"width":706,"height":11}},{"id":"3dda18e8-ef59-414c-9c86-cbe0b7fa4f45","block_type":"box","text":"Servicing Plan may qualify as “service fees” (or fees for ministerial, recordkeeping or administrative activities)","page_number":61,"box":{"x":116,"y":599,"width":750,"height":12}},{"id":"06f5f225-ec31-4aae-9419-b1bfc76bb203","block_type":"box","text":"and therefore will not be limited by FINRA rules which limit distribution fees as a percentage of total new gross","page_number":61,"box":{"x":116,"y":615,"width":756,"height":11}},{"id":"247cf253-ed0d-4ed3-b59d-93c3ef038c2b","block_type":"box","text":"sales. However, FINRA rules limit service fees to 0.25% of a fund’s average annual net assets.","page_number":61,"box":{"x":117,"y":630,"width":637,"height":12}},{"id":"da668a6d-4632-4db3-9f64-3c9ea21b3d4b","block_type":"box","text":"For the fiscal year ended December 31, 2025, the amount of the distribution and/or service fees paid by","page_number":61,"box":{"x":150,"y":661,"width":696,"height":12}},{"id":"3d9607e5-0be6-43c7-a62e-d85917af0d99","block_type":"box","text":"each of the Class A Shares, Class U Shares and Class W Shares of the Fund to the Distributor pursuant to the","page_number":61,"box":{"x":116,"y":677,"width":735,"height":11}},{"id":"a6e9b053-d5d2-41b3-9cf1-4f1281d64c08","block_type":"box","text":"Distribution and Servicing Plan is listed below.","page_number":61,"box":{"x":116,"y":692,"width":318,"height":12}},{"id":"4f17b408-0763-4515-9508-4abdc630da42","block_type":"box","text":"Class A","page_number":61,"box":{"x":193,"y":720,"width":43,"height":7}},{"id":"28c9cce4-8247-4964-bb5c-30bd4bf88c2e","block_type":"box","text":"Class U","page_number":61,"box":{"x":390,"y":720,"width":43,"height":7}},{"id":"070efa4c-b004-4f11-953d-889efb9ec9a5","block_type":"box","text":"Class W","page_number":61,"box":{"x":582,"y":720,"width":46,"height":7}},{"id":"a300a541-3937-4c7b-8809-2d016bfb1901","block_type":"box","text":"Class J","page_number":61,"box":{"x":772,"y":720,"width":40,"height":8}},{"id":"ab43ffd7-f831-4990-86df-49b30769a40f","block_type":"box","text":"$793,884 $365,486 $1,497 $2,424","page_number":61,"box":{"x":183,"y":738,"width":631,"height":11}},{"id":"469e54b0-6040-4c01-b36e-3ac6918ade8a","block_type":"box","text":"Additional Payments to Dealers","page_number":61,"box":{"x":115,"y":777,"width":216,"height":12}},{"id":"9d0f2b8c-9aea-4dcc-924a-ad3f4c4cdd91","block_type":"box","text":"The Distributor may from time to time make payments and provide other incentives to Dealers as","page_number":61,"box":{"x":150,"y":801,"width":656,"height":11}},{"id":"0994377c-be2f-4d8d-a58f-b6a778bc5fb4","block_type":"box","text":"compensation for services such as providing the Fund with “shelf space” or a higher profile for the Dealers’","page_number":61,"box":{"x":116,"y":816,"width":725,"height":12}},{"id":"31f4e745-34d4-44d6-941c-a04c2b55f4a0","block_type":"box","text":"financial advisors and their customers, placing the Fund on the Dealers’ preferred or recommended fund list or","page_number":61,"box":{"x":116,"y":832,"width":747,"height":11}},{"id":"44f6b8f4-3d6d-4ea9-b413-fdbe085ba760","block_type":"box","text":"otherwise identifying the Fund as being part of a complex to be accorded a higher degree of marketing support","page_number":61,"box":{"x":116,"y":847,"width":746,"height":12}},{"id":"947d5732-dac4-43f1-a900-80f49a17ec7d","block_type":"box","text":"than complexes not making such payments, granting the Distributor access to the Dealers’ financial advisors","page_number":61,"box":{"x":116,"y":863,"width":731,"height":11}},{"id":"ad78b18c-26c6-4e4d-9fd1-23779e9d757d","block_type":"box","text":"(including through the firms’ intranet websites) in order to promote the Fund, promotions in communications","page_number":61,"box":{"x":116,"y":878,"width":736,"height":12}},{"id":"e57b723a-cb0f-4730-b24c-c92a21348294","block_type":"box","text":"S-58","page_number":61,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"f104e48b-2e06-4176-860a-5d2c85086f7e","block_type":"box","text":"NM1026U-5982768-61/119","page_number":61,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"f5524a50-7170-4643-87d3-3ea987f061ee","block_type":"box","text":"with Dealers’ customers such as in the firms’ internet websites or in customer newsletters, providing assistance","page_number":62,"box":{"x":116,"y":88,"width":750,"height":11}},{"id":"363493df-be6c-4672-a79a-ed17a27be656","block_type":"box","text":"in training and educating the Dealers’ personnel, and furnishing marketing support and other specified services.","page_number":62,"box":{"x":116,"y":103,"width":752,"height":12}},{"id":"d27e7f7b-9a60-46f1-8e4d-7b0dc533fa4b","block_type":"box","text":"The actual services provided, and any payments made for such services, may vary from firm to firm. These","page_number":62,"box":{"x":116,"y":119,"width":723,"height":11}},{"id":"c574a728-fd73-42d4-aa22-ad18f699d8b9","block_type":"box","text":"payments may be significant to the Dealers.","page_number":62,"box":{"x":116,"y":134,"width":294,"height":12}},{"id":"4fb73cca-10b6-4678-afb8-c83e9d4a36fc","block_type":"box","text":"A number of factors will be considered in determining the amount of these additional payments to Dealers.","page_number":62,"box":{"x":150,"y":161,"width":720,"height":12}},{"id":"40cdfba3-c4a9-429f-894b-48565b582484","block_type":"box","text":"On some occasions, such payments may be conditioned upon levels of sales, including the sale of a specified","page_number":62,"box":{"x":116,"y":177,"width":734,"height":11}},{"id":"f86970bd-baaa-4fad-9385-98c4cc5023a6","block_type":"box","text":"minimum dollar amount of the shares of the Fund and/or other funds sponsored by the Distributor together or a","page_number":62,"box":{"x":116,"y":192,"width":749,"height":12}},{"id":"8cb885e0-cd52-445e-805b-27aff0d0f44c","block_type":"box","text":"particular class of shares, during a specified period of time. The Distributor also may make payments to one or","page_number":62,"box":{"x":116,"y":208,"width":746,"height":11}},{"id":"18458e28-9253-4929-8bba-d775c53e8641","block_type":"box","text":"more Dealers based upon factors such as the amount of assets a Dealer’s clients have invested in the Fund and","page_number":62,"box":{"x":116,"y":223,"width":743,"height":12}},{"id":"cd23e837-17f1-4181-9270-5abe55e7e59a","block_type":"box","text":"the quality of the Dealer’s relationship with the Distributor, the Advisor and/or their affiliates.","page_number":62,"box":{"x":116,"y":239,"width":633,"height":11}},{"id":"e9784dad-48a3-42f3-a0ad-b86b088daf49","block_type":"box","text":"To the extent the additional payments described above are made, such additional payments would be made","page_number":62,"box":{"x":150,"y":266,"width":719,"height":11}},{"id":"307aa826-0763-42b7-a9e9-03c08a33232c","block_type":"box","text":"from the assets of the Distributor or an affiliate of the Distributor (and sometimes, therefore referred to as","page_number":62,"box":{"x":116,"y":281,"width":711,"height":11}},{"id":"02efec68-e167-4622-940b-fded6bbbb35e","block_type":"box","text":"“revenue sharing”) pursuant to agreements with Dealers and would not change the price paid by investors for the","page_number":62,"box":{"x":116,"y":297,"width":761,"height":12}},{"id":"ab55dce4-0eca-4e54-8f6a-001f3fe9fd32","block_type":"box","text":"purchase of Shares or the amount the Fund will receive as proceeds from such sales. These payments may be","page_number":62,"box":{"x":116,"y":312,"width":734,"height":12}},{"id":"d3e09cb6-9915-464e-802b-e755c36f935e","block_type":"box","text":"made to Dealers (as selected by the Distributor) that have sold significant amounts of Shares.","page_number":62,"box":{"x":116,"y":328,"width":627,"height":12}},{"id":"9022e277-2fcb-45f7-93be-e01999356e0a","block_type":"box","text":"In addition to revenue sharing payments, the Distributor may also make payments to Dealers in connection","page_number":62,"box":{"x":150,"y":355,"width":720,"height":12}},{"id":"3fb1ddfd-5db6-415c-8388-3be7dd30e8cd","block_type":"box","text":"with certain transaction fees (also referred to as “ticket charges”) incurred by the Dealers.","page_number":62,"box":{"x":116,"y":371,"width":603,"height":11}},{"id":"728a90e5-549c-48de-85a2-37204aed15c5","block_type":"box","text":"The additional payments described above may be made to a Dealer as a fixed dollar amount or may be","page_number":62,"box":{"x":150,"y":398,"width":690,"height":11}},{"id":"3ec05a83-677b-43ee-9c54-c76d99bd3f58","block_type":"box","text":"calculated on another basis.","page_number":62,"box":{"x":116,"y":413,"width":185,"height":9}},{"id":"275d6c06-e6c3-448b-b7ee-b3007f7f0c94","block_type":"box","text":"In addition to the payments described above, the Distributor and/or the Advisor may make payments in","page_number":62,"box":{"x":150,"y":440,"width":695,"height":12}},{"id":"e8f24af0-89d7-4b9e-8122-b20661b96eba","block_type":"box","text":"connection with or reimburse Dealers’ sponsorship and/or attendance at conferences, seminars or informational","page_number":62,"box":{"x":116,"y":456,"width":751,"height":11}},{"id":"6ef354cb-c884-4123-8b6b-3f7c08c73dbb","block_type":"box","text":"meetings (“event support”), provide Dealers or their personnel with occasional tickets to events or other","page_number":62,"box":{"x":116,"y":471,"width":701,"height":12}},{"id":"2fa5bf4a-38e7-4dbb-b476-69b69a98137c","block_type":"box","text":"entertainment, meals and small gifts (“other non-cash compensation”) to the extent permitted by applicable law,","page_number":62,"box":{"x":116,"y":487,"width":755,"height":11}},{"id":"cc2df5b1-3023-40d0-84b5-01566e2dc536","block_type":"box","text":"rules and regulations.","page_number":62,"box":{"x":116,"y":502,"width":143,"height":12}},{"id":"0e8150f8-00ce-4c0c-b5f0-d63bbce0cebc","block_type":"box","text":"In addition, wholesale representatives of the Distributor and employees of the Advisor or its affiliates visit","page_number":62,"box":{"x":150,"y":529,"width":717,"height":12}},{"id":"4e9e5543-7e74-407d-ae2c-f723f3bba1c9","block_type":"box","text":"Dealers on a regular basis to educate financial advisors and other personnel about the Fund and to encourage the","page_number":62,"box":{"x":116,"y":545,"width":757,"height":12}},{"id":"fd0d5291-34cb-45c9-9d02-2faa2c33a89f","block_type":"box","text":"sale or recommendation of Fund Shares to their clients. The Distributor and/or the Advisor may also provide (or","page_number":62,"box":{"x":117,"y":560,"width":756,"height":12}},{"id":"31c752f4-caf8-4a13-8621-383e3a956428","block_type":"box","text":"compensate consultants or other third parties to provide) other relevant training and education to a Dealer’s","page_number":62,"box":{"x":116,"y":576,"width":723,"height":12}},{"id":"317446ea-f5b6-4b08-972b-ebb52ea4b4e3","block_type":"box","text":"financial advisors and other personnel. Although the Fund may use Dealers that sell Shares to effect transactions","page_number":62,"box":{"x":116,"y":591,"width":758,"height":12}},{"id":"eeb6d087-40b9-47b7-ba7a-7ed7efcc505c","block_type":"box","text":"for the Fund’s portfolio, neither the Fund nor the Advisor will consider the sale of Fund shares as a factor when","page_number":62,"box":{"x":116,"y":607,"width":752,"height":12}},{"id":"ac0ab964-bc25-491f-ad18-d147371407f9","block_type":"box","text":"choosing Dealers to effect those transactions.","page_number":62,"box":{"x":116,"y":622,"width":304,"height":12}},{"id":"80391057-4e0b-4b71-b4c0-e7c2257be72b","block_type":"box","text":"The Distributor also may make payments or reimbursements to Dealers or their affiliated companies, which","page_number":62,"box":{"x":150,"y":650,"width":726,"height":11}},{"id":"f4046493-9b76-4e32-8972-61c565accaf0","block_type":"box","text":"may be used for the development, maintenance and availability of certain services including, but not limited to,","page_number":62,"box":{"x":116,"y":665,"width":750,"height":12}},{"id":"e151090b-9ebd-4ad6-bdf9-fa2fe4466e25","block_type":"box","text":"platform education and communications, relationship management support, development to support new or","page_number":62,"box":{"x":116,"y":681,"width":723,"height":11}},{"id":"9a4c12dd-9b15-4dbd-91dc-4bd355570557","block_type":"box","text":"changing products, trading platforms and related infrastructure/technology and/or legal risk management and","page_number":62,"box":{"x":116,"y":696,"width":735,"height":12}},{"id":"cf923cb2-b3e8-4fdd-82e5-d1079364bad6","block_type":"box","text":"regulatory compliance infrastructure in support of investment-related products, programs and services","page_number":62,"box":{"x":116,"y":712,"width":687,"height":11}},{"id":"1593a042-169b-462b-8e54-e8d92244e8ad","block_type":"box","text":"(collectively, “platform support”) or for various studies, surveys, industry data, research and access to","page_number":62,"box":{"x":116,"y":727,"width":687,"height":12}},{"id":"86e086ac-cbd9-42ff-957a-1bfcff31b7c8","block_type":"box","text":"information about, and contact information for, particular financial advisors who have sold, or may in the future","page_number":62,"box":{"x":116,"y":743,"width":755,"height":11}},{"id":"efe1ab78-3b20-44ff-933c-10af65ce6ce7","block_type":"box","text":"sell, Shares of the Fund (i.e., “leads”). In addition, the Distributor may pay investment consultants or their","page_number":62,"box":{"x":117,"y":758,"width":714,"height":12}},{"id":"ae050e7a-f38f-48b7-a2dc-909b1fd510bb","block_type":"box","text":"affiliated companies for certain services including technology, operations, tax, or audit consulting services and","page_number":62,"box":{"x":116,"y":774,"width":746,"height":11}},{"id":"e8eddee8-49b0-4edd-858a-be7ad148622f","block_type":"box","text":"may pay such firms for the Distributor’s attendance at investment forums sponsored by such firms (collectively,","page_number":62,"box":{"x":116,"y":789,"width":755,"height":12}},{"id":"7584677b-8994-49d0-9439-fb2e84d9b180","block_type":"box","text":"“consultant services”).","page_number":62,"box":{"x":116,"y":805,"width":151,"height":11}},{"id":"fbe8117f-a3d8-4c5f-8a2b-29f66c9555a2","block_type":"box","text":"Payments for items including event support, platform support, leads and consultant services (but not","page_number":62,"box":{"x":150,"y":832,"width":675,"height":11}},{"id":"7c185e4b-38bb-4831-a9e0-af0a28fa6dce","block_type":"box","text":"including certain account services, discussed below), as well as revenue sharing, may be bundled and allocated","page_number":62,"box":{"x":116,"y":847,"width":748,"height":12}},{"id":"8f991f29-8edb-482c-918f-7304dbdabdad","block_type":"box","text":"among these categories in the Distributor’s discretion. The Dealers receiving such bundled payments may","page_number":62,"box":{"x":116,"y":863,"width":713,"height":11}},{"id":"f4c3b79d-dd0c-4c90-a20a-499422f19198","block_type":"box","text":"characterize or allocate the payments differently from the Distributor’s internal allocation.","page_number":62,"box":{"x":116,"y":878,"width":607,"height":12}},{"id":"00ba65eb-5e5d-4e2b-ac8f-dd9e3c6a337f","block_type":"box","text":"S-59","page_number":62,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"187b6e87-59ab-4f2d-8b56-823159058af6","block_type":"box","text":"NM1026U-5982768-62/119","page_number":62,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"09ac3e53-4018-4736-9b25-45ac85064b29","block_type":"box","text":"In addition to the payments, reimbursements and incentives described above, further amounts may be paid","page_number":63,"box":{"x":150,"y":88,"width":717,"height":11}},{"id":"57872b5a-6f4d-4326-882b-dc5fa0ac562e","block_type":"box","text":"to Dealers for providing services with respect to shareholders holding Fund Shares in nominee or street name,","page_number":63,"box":{"x":116,"y":103,"width":740,"height":12}},{"id":"2d8ecd64-bbfa-4132-9e21-b4010294e468","block_type":"box","text":"including, but not limited to, the following services: providing explanations and answering inquiries regarding","page_number":63,"box":{"x":116,"y":119,"width":743,"height":11}},{"id":"4091d571-313c-4a60-9056-c09145d27848","block_type":"box","text":"the Fund and their accounts; providing recordkeeping and other administrative services, including preparing","page_number":63,"box":{"x":116,"y":134,"width":728,"height":12}},{"id":"d0271ea7-3200-44d7-b76b-e45ba0247693","block_type":"box","text":"record date shareholder lists for proxy solicitation; maintaining records of and facilitating shareholder purchases","page_number":63,"box":{"x":116,"y":150,"width":757,"height":11}},{"id":"cf180931-caa8-4163-9fa9-d47b4840068d","block_type":"box","text":"and redemptions; processing and mailing transaction confirmations, periodic statements, prospectuses,","page_number":63,"box":{"x":116,"y":165,"width":690,"height":12}},{"id":"f65588d0-25ce-4ca5-ab7d-a30e90412cc0","block_type":"box","text":"shareholder reports, shareholder notices and other SEC-required communications to shareholders; providing","page_number":63,"box":{"x":117,"y":181,"width":728,"height":11}},{"id":"3daf48a9-206e-44c5-ae4b-825e14725b40","block_type":"box","text":"periodic statements to certain benefit plans and participants in such plans of the Fund held for the benefit of each","page_number":63,"box":{"x":116,"y":196,"width":761,"height":12}},{"id":"b32cf13d-fa13-4ba5-9bf3-965e2dae5141","block_type":"box","text":"participant in the plan; processing, collecting and posting distributions to their accounts; issuing and mailing","page_number":63,"box":{"x":116,"y":212,"width":731,"height":11}},{"id":"f16f1d44-c509-4ed7-bc0c-90a30f07d356","block_type":"box","text":"dividend checks to shareholders who have selected cash distributions; assisting in the establishment and","page_number":63,"box":{"x":116,"y":227,"width":701,"height":12}},{"id":"7fd2bac5-0c53-4c5b-8f09-25be5cedb9a7","block_type":"box","text":"maintenance of shareholder accounts; providing account designations and other information; capturing and","page_number":63,"box":{"x":116,"y":243,"width":721,"height":11}},{"id":"0d1e9128-229f-4264-ad42-532fa18db94f","block_type":"box","text":"processing tax data; establishing and maintaining automatic withdrawals and automated investment plans and","page_number":63,"box":{"x":116,"y":258,"width":739,"height":12}},{"id":"3d78f2a0-52f1-437b-a1b5-486235feb372","block_type":"box","text":"shareholder account registrations; providing sub-accounting services; providing recordkeeping services related to","page_number":63,"box":{"x":117,"y":274,"width":763,"height":11}},{"id":"b0d6060a-e818-4118-9abb-c511c819d454","block_type":"box","text":"purchase and redemption transactions, including providing such information as may be necessary to assure","page_number":63,"box":{"x":116,"y":289,"width":720,"height":12}},{"id":"d33034c8-2150-4b89-8c40-828c679dffad","block_type":"box","text":"compliance with applicable blue sky requirements; and performing similar administrative services as requested","page_number":63,"box":{"x":116,"y":305,"width":749,"height":11}},{"id":"276bd2c7-1763-4ed7-8c24-cd207ff836d7","block_type":"box","text":"by the Advisor to the extent that the firm is permitted by applicable statute, rule or regulation to provide such","page_number":63,"box":{"x":116,"y":320,"width":736,"height":12}},{"id":"81addd20-d412-4b94-8e2c-e4a21458a15b","block_type":"box","text":"information or services. The actual services provided, and the payments made for such services, vary from firm","page_number":63,"box":{"x":116,"y":336,"width":751,"height":11}},{"id":"6b9574f6-9865-4577-aa95-d9b5c9d7b575","block_type":"box","text":"to firm.","page_number":63,"box":{"x":116,"y":351,"width":49,"height":9}},{"id":"88cf51e6-da3b-4016-901b-376296d14822","block_type":"box","text":"These payments, taken together in the aggregate, may be material to Dealers relative to other compensation","page_number":63,"box":{"x":150,"y":384,"width":724,"height":11}},{"id":"1cc49c18-8592-4b76-9f04-5a9c027b6a75","block_type":"box","text":"paid by the Fund and/or the Advisor and may be in addition to any (i) marketing support, revenue sharing or","page_number":63,"box":{"x":116,"y":399,"width":730,"height":12}},{"id":"21e513bc-9e6d-4483-930d-88ffc29e1d33","block_type":"box","text":"“shelf space” fees; and (ii) event support and other non-cash compensation. The additional servicing payments","page_number":63,"box":{"x":116,"y":415,"width":745,"height":11}},{"id":"35e60072-544d-4c07-ad3f-2e6a64f10313","block_type":"box","text":"and set-up fees described above may vary from amounts paid to the Fund’s transfer agent for providing similar","page_number":63,"box":{"x":116,"y":430,"width":748,"height":12}},{"id":"d9b02268-361b-47b7-866b-8fcc0abfd4d3","block_type":"box","text":"services to other accounts.","page_number":63,"box":{"x":117,"y":446,"width":175,"height":9}},{"id":"be9c4fb6-52db-4edf-a411-725bd295528e","block_type":"box","text":"If investment advisers, distributors or affiliated persons of registered investment companies make payments","page_number":63,"box":{"x":150,"y":478,"width":725,"height":12}},{"id":"45ce7095-e273-4661-8d71-c76f914b6768","block_type":"box","text":"and provide other incentives in differing amounts, Dealers and their financial advisors may have financial","page_number":63,"box":{"x":116,"y":493,"width":713,"height":12}},{"id":"4f6c5481-a524-44c5-8c7e-26e54bb53afb","block_type":"box","text":"incentives for recommending a particular fund over other funds. In addition, depending on the arrangements in","page_number":63,"box":{"x":116,"y":509,"width":747,"height":12}},{"id":"db8614a3-e576-420a-a1cb-f52812ddfbd7","block_type":"box","text":"place at any particular time, a Dealer and its financial advisors also may have a financial incentive for","page_number":63,"box":{"x":116,"y":524,"width":687,"height":12}},{"id":"c405de16-e88a-4c61-8613-93ef68fc2460","block_type":"box","text":"recommending a particular share class, to the extent applicable, over other share classes. 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BlackRock does not execute transactions through","page_number":64,"box":{"x":116,"y":602,"width":750,"height":12}},{"id":"805da547-daed-4a0f-8c03-8007eb6f7787","block_type":"box","text":"any particular broker or dealer, but seeks to obtain the best net results for the Fund, taking into account certain","page_number":64,"box":{"x":116,"y":618,"width":744,"height":11}},{"id":"acc03d46-f4af-4aff-9864-afdb8d737283","block_type":"box","text":"factors set out below. While BlackRock generally seeks reasonable trade execution costs, the Fund does not","page_number":64,"box":{"x":116,"y":633,"width":727,"height":12}},{"id":"6e01c11a-76d6-4c12-aa10-0c0822955ce4","block_type":"box","text":"necessarily pay the lowest spread or commission available, and payment of the lowest commission or spread is","page_number":64,"box":{"x":116,"y":649,"width":747,"height":11}},{"id":"2422ad25-4a8b-4936-bedf-710823fefa41","block_type":"box","text":"not necessarily consistent with obtaining the best price and execution in particular transactions. Subject to","page_number":64,"box":{"x":116,"y":664,"width":714,"height":12}},{"id":"d90e3b33-3341-490f-a9e6-424ffba0f8d1","block_type":"box","text":"applicable legal requirements, BlackRock may select a broker based partly upon brokerage or research services","page_number":64,"box":{"x":116,"y":680,"width":750,"height":11}},{"id":"dd52a856-64ba-4378-89c2-f9418ae36fc4","block_type":"box","text":"provided to BlackRock and its clients, including the Fund. In return for such services, BlackRock may cause the","page_number":64,"box":{"x":116,"y":695,"width":756,"height":12}},{"id":"dc243824-3941-40d8-973c-94e5e1149aa9","block_type":"box","text":"Fund to pay a higher commission than other brokers would charge if BlackRock determines in good faith that the","page_number":64,"box":{"x":116,"y":711,"width":764,"height":11}},{"id":"c9b5760b-c9aa-4ba6-99c8-51864276b56b","block_type":"box","text":"commission is reasonable in relation to the services provided.","page_number":64,"box":{"x":116,"y":726,"width":414,"height":12}},{"id":"b39987cb-45d6-4149-b815-87e4e2c6b150","block_type":"box","text":"In selecting brokers or dealers to execute portfolio transactions, the Advisor and Sub-Advisors seek to","page_number":64,"box":{"x":150,"y":754,"width":688,"height":11}},{"id":"96d964ad-b07c-4846-9896-766113b52ee9","block_type":"box","text":"obtain the best price and most favorable execution for the Fund, taking into account a variety of factors","page_number":64,"box":{"x":116,"y":769,"width":695,"height":12}},{"id":"04cb6ef0-d0d5-48c7-9b7f-a27b727a7cd0","block_type":"box","text":"including: (i) the size, nature and character of the security or instrument being traded and the markets in which it","page_number":64,"box":{"x":116,"y":785,"width":760,"height":11}},{"id":"ee842e1c-f1be-4a41-a473-74beb17c0fc6","block_type":"box","text":"is purchased or sold; (ii) the desired timing of the transaction; (iii) BlackRock’s knowledge of the expected","page_number":64,"box":{"x":116,"y":800,"width":722,"height":12}},{"id":"dafc2bc2-9be1-4b45-9662-5a4423448e1d","block_type":"box","text":"commission rates and spreads currently available; (iv) the activity existing and expected in the market for the","page_number":64,"box":{"x":116,"y":816,"width":736,"height":11}},{"id":"8771fe22-3c24-4a23-b6ea-7d25fcd29f74","block_type":"box","text":"particular security or instrument, including any anticipated execution difficulties; (v) the full range of brokerage","page_number":64,"box":{"x":116,"y":831,"width":755,"height":12}},{"id":"e500a02a-2caa-4c12-a62f-8d29faca5f0a","block_type":"box","text":"services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research services","page_number":64,"box":{"x":117,"y":847,"width":700,"height":11}},{"id":"53488615-a96e-4c28-8681-f4bf11c53cdf","block_type":"box","text":"provided; (viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction;","page_number":64,"box":{"x":116,"y":862,"width":760,"height":12}},{"id":"9b66dc9d-d715-4fd8-b608-c11605aedac0","block_type":"box","text":"and (ix) BlackRock’s knowledge of any actual or apparent operational problems of a broker or dealer.","page_number":64,"box":{"x":116,"y":878,"width":686,"height":11}},{"id":"db5eb4ea-c4ae-4701-bf5e-d3784c481ddf","block_type":"box","text":"S-61","page_number":64,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"ad1b7a19-0b94-43b1-ae64-bdd440f03ddd","block_type":"box","text":"NM1026U-5982768-64/119","page_number":64,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"086698f4-8f8b-48ca-8826-e887fce55d78","block_type":"box","text":"Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”) permits an investment","page_number":65,"box":{"x":150,"y":88,"width":686,"height":11}},{"id":"078b86cb-e296-4610-bcfe-b2c822bbbe57","block_type":"box","text":"adviser, under certain circumstances, to cause an account to pay a broker or dealer a commission for effecting a","page_number":65,"box":{"x":116,"y":103,"width":715,"height":12}},{"id":"e28184bb-891b-4c66-8a7d-2d583ed64860","block_type":"box","text":"transaction that exceeds the amount another broker or dealer would have charged for effecting the same transaction in","page_number":65,"box":{"x":116,"y":119,"width":755,"height":11}},{"id":"5ab2d381-7a21-4388-8134-8262a8d8a4bb","block_type":"box","text":"recognition of the value of brokerage and research services provided by that broker or dealer. This includes","page_number":65,"box":{"x":116,"y":134,"width":687,"height":12}},{"id":"aa5b29c7-1f86-4986-9453-2fcbc1522d70","block_type":"box","text":"commissions paid on riskless principal transactions under certain conditions. Brokerage and research services include:","page_number":65,"box":{"x":116,"y":150,"width":757,"height":11}},{"id":"4f877800-7d13-487a-a608-fb4c8bd1fe43","block_type":"box","text":"(1) furnishing advice as to the value of securities, including pricing and appraisal advice, credit analysis, risk","page_number":65,"box":{"x":116,"y":165,"width":696,"height":12}},{"id":"c9f45a57-e8c6-4bc6-ad46-51c71f331ce4","block_type":"box","text":"measurement analysis, performance and other analysis, as well as the advisability of investing in, purchasing or selling","page_number":65,"box":{"x":116,"y":181,"width":761,"height":11}},{"id":"e2f4c7cb-6ceb-4a49-b0f7-fc7cea8f80c0","block_type":"box","text":"securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports","page_number":65,"box":{"x":117,"y":196,"width":735,"height":12}},{"id":"75ec7829-599c-4ec3-9605-81ac84c6a48b","block_type":"box","text":"concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of","page_number":65,"box":{"x":116,"y":212,"width":722,"height":11}},{"id":"293490e3-238b-40c1-b0f3-f0a6f83ed3f1","block_type":"box","text":"accounts; and (3) effecting securities transactions and performing functions incidental to securities transactions (such","page_number":65,"box":{"x":116,"y":227,"width":750,"height":12}},{"id":"ebf121a8-68c6-44ad-baa7-4c637eaf7056","block_type":"box","text":"as clearance, settlement, and custody). BlackRock believes that access to independent investment research is beneficial","page_number":65,"box":{"x":116,"y":243,"width":763,"height":11}},{"id":"4f58657b-0272-460c-937c-843366aae258","block_type":"box","text":"to its investment decision-making processes and, therefore, to the Fund.","page_number":65,"box":{"x":116,"y":258,"width":459,"height":12}},{"id":"fc4b213e-659d-4471-9923-de686d2941c6","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may participate in client commission arrangements under","page_number":65,"box":{"x":150,"y":289,"width":717,"height":12}},{"id":"02b5892d-f16b-4d5a-bffd-da8ebc2256e5","block_type":"box","text":"which BlackRock may execute transactions through a broker-dealer and request that the broker-dealer allocate a","page_number":65,"box":{"x":116,"y":305,"width":757,"height":11}},{"id":"48e6b7e8-f826-4ae5-b5ab-91af00d6c7a4","block_type":"box","text":"portion of the commissions or commission credits to another firm that provides research to BlackRock.","page_number":65,"box":{"x":116,"y":320,"width":694,"height":12}},{"id":"b6df080c-5625-480f-b02a-3351acb6a1eb","block_type":"box","text":"BlackRock believes that research services obtained through soft dollar or commission sharing arrangements","page_number":65,"box":{"x":116,"y":336,"width":727,"height":11}},{"id":"54a07afa-775a-4ae5-8a7e-1a484747f29e","block_type":"box","text":"enhance its investment decision-making capabilities, thereby increasing the prospects for higher investment","page_number":65,"box":{"x":116,"y":351,"width":726,"height":12}},{"id":"8cd1dd0e-0410-42c1-82df-877ef92eb8fe","block_type":"box","text":"returns. BlackRock will engage only in soft dollar or commission sharing transactions that comply with the","page_number":65,"box":{"x":116,"y":367,"width":723,"height":11}},{"id":"2c7a072d-b71d-4129-961c-ccaac1424566","block_type":"box","text":"requirements of Section 28(e).","page_number":65,"box":{"x":116,"y":382,"width":204,"height":12}},{"id":"e1057b63-296d-48b7-99cc-5dbff5b0d560","block_type":"box","text":"The Fund may be subject to additional regulations, including the restrictions of MiFID II. Under MiFID II,","page_number":65,"box":{"x":150,"y":413,"width":719,"height":12}},{"id":"30158184-e04d-401d-aa3c-69f92cfed402","block_type":"box","text":"EU investment managers, including BlackRock International Limited (“BIL”), which acts as sub-adviser to the","page_number":65,"box":{"x":116,"y":429,"width":748,"height":11}},{"id":"54c2f2ab-68dc-4df5-9e8d-442c4f3bd1e7","block_type":"box","text":"Fund, pay for any research out of their own resources and not through soft dollars or commission sharing","page_number":65,"box":{"x":116,"y":444,"width":708,"height":12}},{"id":"9baed116-7ddd-4b7e-917a-7ffe9dd652e9","block_type":"box","text":"arrangements. BlackRock regularly evaluates the soft dollar products and services utilized, as well as the overall","page_number":65,"box":{"x":116,"y":460,"width":758,"height":11}},{"id":"ddcdfe40-310d-4c5f-811f-92c3ce02003f","block_type":"box","text":"soft dollar and commission sharing arrangements to ensure that trades are executed by firms that are regarded as","page_number":65,"box":{"x":117,"y":475,"width":756,"height":12}},{"id":"9d14778e-f61a-4ec2-bc66-f1936d108388","block_type":"box","text":"best able to execute trades for client accounts, while at the same time providing access to the research and other","page_number":65,"box":{"x":116,"y":491,"width":753,"height":11}},{"id":"62fcdbb1-58cc-4e91-aade-ce5c9eb43138","block_type":"box","text":"services BlackRock views as impactful to its trading results.","page_number":65,"box":{"x":117,"y":506,"width":404,"height":12}},{"id":"4d9cd043-8ee5-4c1c-a8ad-347cbd37bd33","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may utilize soft dollars and related services, including","page_number":65,"box":{"x":150,"y":537,"width":694,"height":12}},{"id":"d36d5289-40ff-483a-b72b-164525b051b5","block_type":"box","text":"research (whether prepared by the broker-dealer or prepared by a third-party and provided to BlackRock by the","page_number":65,"box":{"x":116,"y":553,"width":749,"height":11}},{"id":"ca7c8092-87cd-4233-866a-399c756cbcf7","block_type":"box","text":"broker-dealer) and execution or brokerage services within applicable rules and BlackRock’s policies to the extent","page_number":65,"box":{"x":116,"y":568,"width":765,"height":12}},{"id":"c1d35ec5-419b-4f95-bb78-2d4a1ac184e2","block_type":"box","text":"that such permitted services do not compromise BlackRock’s ability to seek to obtain best execution. In this","page_number":65,"box":{"x":116,"y":584,"width":727,"height":11}},{"id":"bf8f479f-aee6-450e-ad5c-d53e9f66f532","block_type":"box","text":"regard, the portfolio management investment and/or trading teams may consider a variety of factors, including","page_number":65,"box":{"x":116,"y":599,"width":744,"height":12}},{"id":"29b7d963-30a7-4d8e-8378-30f44b1dffe5","block_type":"box","text":"the degree to which the broker-dealer: (a) provides access to company management; (b) provides access to their","page_number":65,"box":{"x":116,"y":615,"width":754,"height":11}},{"id":"e647ffe9-52b0-4cd0-ad30-2beabac46f7d","block_type":"box","text":"analysts; (c) provides meaningful/insightful research notes on companies or other potential investments;","page_number":65,"box":{"x":116,"y":630,"width":701,"height":12}},{"id":"f971c992-c596-4305-86f8-0780c934d7c1","block_type":"box","text":"(d) facilitates calls on which meaningful or insightful ideas about companies or potential investments are","page_number":65,"box":{"x":116,"y":646,"width":707,"height":11}},{"id":"8d03f457-d5b3-4280-868b-e67fdcea6573","block_type":"box","text":"discussed; (e) facilitates conferences at which meaningful or insightful ideas about companies or potential","page_number":65,"box":{"x":116,"y":661,"width":715,"height":12}},{"id":"ce446f94-b748-44c0-8bf3-3954f9485673","block_type":"box","text":"investments are discussed; or (f) provides research tools such as market data, financial analysis, and other third","page_number":65,"box":{"x":116,"y":677,"width":753,"height":11}},{"id":"166a4f7a-f302-4406-b325-b205a45e8b28","block_type":"box","text":"party related research and brokerage tools that aid in the investment process.","page_number":65,"box":{"x":116,"y":692,"width":515,"height":12}},{"id":"83dec717-8cde-4a2a-84ec-954898302342","block_type":"box","text":"Research-oriented services for which BlackRock, unless prohibited by applicable law, might pay with Fund","page_number":65,"box":{"x":150,"y":723,"width":725,"height":12}},{"id":"90440eac-f544-4d9c-a5bf-06061bf585f2","block_type":"box","text":"commissions may be in written form or through direct contact with individuals and may include information as to","page_number":65,"box":{"x":116,"y":739,"width":766,"height":11}},{"id":"f8e0ebbd-6615-46c8-9d88-90a3713a3e09","block_type":"box","text":"particular companies or industries and securities or groups of securities, as well as market, economic, or","page_number":65,"box":{"x":116,"y":754,"width":702,"height":12}},{"id":"8a4651a7-4b3b-4e4f-9165-f4894047ef75","block_type":"box","text":"institutional advice and statistical information, political developments and technical market information that","page_number":65,"box":{"x":116,"y":770,"width":729,"height":11}},{"id":"fd558282-3fd6-49da-b80d-f165c10002e2","block_type":"box","text":"assists in the valuation of investments. Except as noted immediately below, research services furnished by","page_number":65,"box":{"x":116,"y":785,"width":716,"height":12}},{"id":"acb590f2-527e-4d85-96ce-e043ec7b3010","block_type":"box","text":"brokers may be used in servicing some or all client accounts and not all services may be used in connection with","page_number":65,"box":{"x":116,"y":801,"width":758,"height":11}},{"id":"dd424a56-e9f8-4ceb-9468-7631bc06cafe","block_type":"box","text":"the Fund or account that paid commissions to the broker providing such services. In some cases, research","page_number":65,"box":{"x":116,"y":816,"width":709,"height":12}},{"id":"fa01f8f4-90d6-47a6-a6a9-084631f92538","block_type":"box","text":"information received from brokers by investment company management personnel, or personnel principally","page_number":65,"box":{"x":116,"y":832,"width":727,"height":11}},{"id":"b65fe90d-043a-463c-a171-ed786377786f","block_type":"box","text":"responsible for BlackRock’s individually managed portfolios, is not necessarily shared by and between such","page_number":65,"box":{"x":116,"y":847,"width":730,"height":12}},{"id":"e52bf649-dd3d-41ac-85be-59d51db809f6","block_type":"box","text":"personnel. Any investment advisory or other fees paid by the Fund to BlackRock are not reduced as a result of","page_number":65,"box":{"x":116,"y":863,"width":745,"height":11}},{"id":"a0aad6ef-cfdf-4cf6-9eac-871e2f633307","block_type":"box","text":"BlackRock’s receipt of research services. In some cases, BlackRock may receive a service from a broker that has","page_number":65,"box":{"x":116,"y":878,"width":762,"height":12}},{"id":"b6e5cef5-a64e-4f57-a1fd-dcb5d8c0ebc2","block_type":"box","text":"S-62","page_number":65,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"68e08868-6578-4888-b7f3-aa96cf2948ee","block_type":"box","text":"NM1026U-5982768-65/119","page_number":65,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"241b8b15-9efb-4bed-9315-32d2ce3affe4","block_type":"box","text":"both a “research” and a “non-research” use. When this occurs BlackRock makes a good faith allocation, under all","page_number":66,"box":{"x":116,"y":88,"width":765,"height":11}},{"id":"efb7e95e-bc9d-457d-bb05-98b660f70919","block_type":"box","text":"the circumstances, between the research and non-research uses of the service. The percentage of the service that","page_number":66,"box":{"x":116,"y":103,"width":755,"height":12}},{"id":"217f55c0-fb21-4278-b24c-8f976e924217","block_type":"box","text":"is used for research purposes may be paid for with client commissions, while BlackRock will use its own funds","page_number":66,"box":{"x":116,"y":119,"width":750,"height":11}},{"id":"b7969290-e9a0-4cf8-a320-b70a06f3b510","block_type":"box","text":"to pay for the percentage of the service that is used for non-research purposes. In making this good faith","page_number":66,"box":{"x":116,"y":134,"width":701,"height":12}},{"id":"c21e9c7b-dcfc-4db9-a15a-09f3f57ced31","block_type":"box","text":"allocation, BlackRock faces a potential conflict of interest, but BlackRock believes that its allocation procedures","page_number":66,"box":{"x":116,"y":150,"width":758,"height":11}},{"id":"f588e782-3c97-4407-8948-be6b42909156","block_type":"box","text":"are reasonably designed to ensure that it appropriately allocates the anticipated use of such services to their","page_number":66,"box":{"x":116,"y":165,"width":722,"height":12}},{"id":"d46f613e-cbf9-43f7-aa45-57ac30422ce9","block_type":"box","text":"research and non-research uses.","page_number":66,"box":{"x":116,"y":181,"width":212,"height":9}},{"id":"3b55d932-a800-417e-9c03-b58e0a8ab865","block_type":"box","text":"Under MiFID II, investment managers in the EU, including BIL, are not able to use soft dollars to pay for","page_number":66,"box":{"x":150,"y":212,"width":712,"height":11}},{"id":"407b9cbf-10bb-4587-872c-1c3a1e03ca83","block_type":"box","text":"research from brokers. Investment managers in the EU are required to either pay for research out of their own","page_number":66,"box":{"x":116,"y":227,"width":739,"height":12}},{"id":"ca6a66dd-3222-48c2-806d-88e010c3a63e","block_type":"box","text":"profit and loss or agree with clients to have research costs paid by clients through research payment accounts that","page_number":66,"box":{"x":116,"y":243,"width":764,"height":11}},{"id":"58509ba3-a27f-44a2-8f28-79c0c98cba8a","block_type":"box","text":"are directly funded or funded by a specific client research charge collected alongside execution commissions,","page_number":66,"box":{"x":116,"y":258,"width":736,"height":12}},{"id":"06c5fbe9-0dd7-4660-b15b-de11d6dfccd4","block_type":"box","text":"provided that the payments for research are unbundled from the payments for execution. BIL will pay for any","page_number":66,"box":{"x":116,"y":274,"width":738,"height":11}},{"id":"b7035ae4-df68-4f9a-8ed7-cc1bb284221f","block_type":"box","text":"research out of its own resources and not through soft dollars or commission sharing arrangements.","page_number":66,"box":{"x":116,"y":289,"width":668,"height":12}},{"id":"28018909-8fe7-4e5b-b115-e36dca6b3984","block_type":"box","text":"Payments of commissions to brokers who are affiliated persons of the Fund will be made in accordance with","page_number":66,"box":{"x":150,"y":320,"width":731,"height":12}},{"id":"46e7bcfa-6c3b-4923-a9fb-7401f19997f0","block_type":"box","text":"Rule 17e-1 under the Investment Company Act.","page_number":66,"box":{"x":116,"y":336,"width":322,"height":11}},{"id":"d74c9f78-f400-4310-ba85-6658f7e7edff","block_type":"box","text":"From time to time, the Fund may purchase new issues of securities in a fixed price offering. In these","page_number":66,"box":{"x":150,"y":367,"width":675,"height":11}},{"id":"9ffbb7f0-344b-4508-8910-852c2b24ddc6","block_type":"box","text":"situations, the broker may be a member of the selling group that will, in addition to selling securities, provide","page_number":66,"box":{"x":117,"y":382,"width":736,"height":12}},{"id":"4dce8690-ac91-4384-b803-66c61a76a68f","block_type":"box","text":"BlackRock with research services. FINRA has adopted rules expressly permitting these types of arrangements","page_number":66,"box":{"x":116,"y":398,"width":742,"height":11}},{"id":"052dbe78-1344-499e-a244-6b5245e0fcc5","block_type":"box","text":"under certain circumstances. Generally, the broker will provide research “credits” in these situations at a rate that","page_number":66,"box":{"x":116,"y":413,"width":763,"height":12}},{"id":"2404b83b-8f54-436c-a10d-b54390999ae7","block_type":"box","text":"is higher than that available for typical secondary market transactions. These arrangements may not fall within","page_number":66,"box":{"x":116,"y":429,"width":745,"height":11}},{"id":"808cfe42-c45b-40b6-af0a-82e668191214","block_type":"box","text":"the safe harbor of Section 28(e).","page_number":66,"box":{"x":116,"y":444,"width":216,"height":11}},{"id":"fb925b51-16b1-4cb0-ad1d-7e3545531e9c","block_type":"box","text":"BlackRock does not consider sales of shares of the investment companies it advises as a factor in the","page_number":66,"box":{"x":150,"y":475,"width":679,"height":12}},{"id":"5155adc9-5564-458e-8d73-6cc7e16194bb","block_type":"box","text":"selection of brokers or dealers to execute portfolio transactions for the Fund; however, whether or not a particular","page_number":66,"box":{"x":117,"y":491,"width":765,"height":11}},{"id":"c4c0f9c2-509f-44a2-828c-a982c2e0a409","block_type":"box","text":"broker or dealer sells shares of the investment companies advised by BlackRock neither qualifies nor disqualifies","page_number":66,"box":{"x":116,"y":506,"width":763,"height":12}},{"id":"5c5897fd-e8d7-42e7-bd33-acfef3abfb94","block_type":"box","text":"such broker or dealer to execute transactions for those investment companies.","page_number":66,"box":{"x":117,"y":522,"width":521,"height":11}},{"id":"a9d5aa19-eeb7-4fa1-8e37-f6a45ffba001","block_type":"box","text":"The Fund anticipates that its brokerage transactions involving foreign securities generally will be conducted","page_number":66,"box":{"x":150,"y":553,"width":728,"height":11}},{"id":"1d6f6c6a-7878-4687-88dc-72cd49349f3e","block_type":"box","text":"primarily on the principal stock exchanges of the applicable country. Foreign equity securities may be held by the","page_number":66,"box":{"x":116,"y":568,"width":767,"height":12}},{"id":"3bebc067-defa-42fd-ba6b-f3eb8f80e2b9","block_type":"box","text":"Fund in the form of depositary receipts, or other securities convertible into foreign equity securities. Depositary","page_number":66,"box":{"x":116,"y":584,"width":752,"height":11}},{"id":"6d0f98e1-dfdc-4242-b631-e29d7faacc01","block_type":"box","text":"receipts may be listed on stock exchanges, or traded in OTC markets in the United States or Europe, as the case","page_number":66,"box":{"x":116,"y":599,"width":751,"height":12}},{"id":"694fbdb0-a963-414b-bc4c-c3cf202e6146","block_type":"box","text":"may be. American Depositary Receipts, like other securities traded in the United States, will be subject to","page_number":66,"box":{"x":116,"y":615,"width":712,"height":11}},{"id":"72a9510f-4a2c-4f2d-8cb4-00f42f9e55ff","block_type":"box","text":"negotiated commission rates.","page_number":66,"box":{"x":116,"y":630,"width":195,"height":12}},{"id":"60925202-b39f-415e-94ac-674f448f55bc","block_type":"box","text":"The Fund may invest in certain securities traded in the OTC market and intends to deal directly with the","page_number":66,"box":{"x":150,"y":661,"width":701,"height":12}},{"id":"3d50d0b1-5c29-4cc0-b589-bdf963228fd0","block_type":"box","text":"dealers who make a market in the particular securities, except in those circumstances in which better prices and","page_number":66,"box":{"x":116,"y":677,"width":751,"height":11}},{"id":"867ee397-c4f3-47f4-81b7-dc36b6f5a47d","block_type":"box","text":"execution are available elsewhere. Under the Investment Company Act, persons affiliated with the Fund and","page_number":66,"box":{"x":116,"y":692,"width":731,"height":12}},{"id":"217e29a2-109b-451d-a141-6c00d9b58dfa","block_type":"box","text":"persons who are affiliated with such affiliated persons are prohibited from dealing with the Fund as principal in","page_number":66,"box":{"x":116,"y":708,"width":751,"height":11}},{"id":"388df6e4-c0ec-444b-80ca-63ec60ad37de","block_type":"box","text":"the purchase and sale of securities unless a permissive order allowing such transactions is obtained from the SEC.","page_number":66,"box":{"x":116,"y":723,"width":766,"height":12}},{"id":"63e5cdff-ac7a-4fa5-9151-4c81f44828f6","block_type":"box","text":"Since transactions in the OTC market usually involve transactions with the dealers acting as principal for their","page_number":66,"box":{"x":116,"y":739,"width":744,"height":11}},{"id":"a799ac16-3038-4b0c-adf9-dd8d68ce0b3f","block_type":"box","text":"own accounts, the Fund will not deal with affiliated persons in connection with such transactions. However, an","page_number":66,"box":{"x":116,"y":754,"width":747,"height":12}},{"id":"11bd0883-c072-4514-bdec-569caa8e124b","block_type":"box","text":"affiliated person of the Fund may serve as its broker in OTC transactions conducted on an agency basis provided","page_number":66,"box":{"x":116,"y":770,"width":760,"height":11}},{"id":"3c681bab-3109-4b9f-8cf3-b048ae805ce8","block_type":"box","text":"that, among other things, the fee or commission received by such affiliated broker is reasonable and fair","page_number":66,"box":{"x":116,"y":785,"width":701,"height":12}},{"id":"ec7e4ee0-d8c4-4b92-860c-6a8e48e2d72a","block_type":"box","text":"compared to the fee or commission received by non-affiliated brokers in connection with comparable","page_number":66,"box":{"x":116,"y":801,"width":683,"height":11}},{"id":"507dee10-af6d-4d43-af27-8e261c268b0e","block_type":"box","text":"transactions.","page_number":66,"box":{"x":116,"y":816,"width":83,"height":9}},{"id":"f84b7431-bc9c-4b28-9ddf-d88c1b75ba78","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities,","page_number":66,"box":{"x":150,"y":847,"width":726,"height":12}},{"id":"b433f678-df33-4fcb-a644-53facbafa822","block_type":"box","text":"are normally traded on a “net” basis without a stated commission, through dealers acting for their own account","page_number":66,"box":{"x":116,"y":863,"width":746,"height":11}},{"id":"60145b2a-1ff7-4649-9f1c-89b6f09ef428","block_type":"box","text":"and not as brokers. The Fund will primarily engage in transactions with these dealers or deal directly with the","page_number":66,"box":{"x":116,"y":878,"width":738,"height":12}},{"id":"749be81a-6859-4cfe-a05e-df7c67acef19","block_type":"box","text":"S-63","page_number":66,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"0fe008b1-a11f-43cc-981a-702f2972439e","block_type":"box","text":"NM1026U-5982768-66/119","page_number":66,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"c7896638-e084-4001-ade0-ed3b9c805a33","block_type":"box","text":"issuer unless a better price or execution could be obtained by using a broker. Prices paid to a dealer with respect","page_number":67,"box":{"x":116,"y":88,"width":755,"height":11}},{"id":"85496987-b7b1-48df-a896-5ea98263ddf6","block_type":"box","text":"to both foreign and domestic securities will generally include a “spread,” which is the difference between the","page_number":67,"box":{"x":116,"y":103,"width":735,"height":12}},{"id":"d79881e6-5493-4f6b-830a-beb8d7911c3f","block_type":"box","text":"prices at which the dealer is willing to purchase and sell the specific security at the time, and includes the","page_number":67,"box":{"x":116,"y":119,"width":710,"height":11}},{"id":"98435a26-e34e-4c9a-bdc8-cf700bd0db44","block_type":"box","text":"dealer’s normal profit.","page_number":67,"box":{"x":116,"y":134,"width":150,"height":12}},{"id":"e44233ae-b166-40e2-8c63-5ff30c7f030b","block_type":"box","text":"Purchases of money market instruments by the Fund are made from dealers, underwriters and issuers. The","page_number":67,"box":{"x":150,"y":165,"width":715,"height":12}},{"id":"3344270a-0912-422b-9d1c-7b37117e88d1","block_type":"box","text":"Fund does not currently expect to incur any brokerage commission expense on such transactions because money","page_number":67,"box":{"x":116,"y":181,"width":757,"height":11}},{"id":"d29536ef-38df-4c68-b8ec-58166fcb3549","block_type":"box","text":"market instruments are generally traded on a “net” basis with dealers acting as principal for their own accounts","page_number":67,"box":{"x":116,"y":196,"width":747,"height":12}},{"id":"341ccdb7-3bea-478c-888a-d49e4dd7fd1f","block_type":"box","text":"without a stated commission. The price of the security, however, usually includes a profit to the dealer.","page_number":67,"box":{"x":116,"y":212,"width":694,"height":11}},{"id":"a54d1967-2aca-4d4e-8613-4c8c12564c79","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter,","page_number":67,"box":{"x":150,"y":243,"width":715,"height":11}},{"id":"d2915e70-77c6-4949-9352-20a6ad32538a","block_type":"box","text":"generally referred to as the underwriter’s concession or discount. When offered securities are purchased or sold","page_number":67,"box":{"x":116,"y":258,"width":751,"height":12}},{"id":"d02ac6e4-c7d2-4b8f-a015-3f6d8b2abc79","block_type":"box","text":"directly from or to an issuer, no commissions or discounts are paid except where required by local markets.","page_number":67,"box":{"x":116,"y":274,"width":722,"height":11}},{"id":"fa3f9385-9ed1-41c6-b8cd-e01a336925f9","block_type":"box","text":"The Advisor may seek to obtain an undertaking from issuers of commercial paper or dealers selling","page_number":67,"box":{"x":150,"y":305,"width":670,"height":11}},{"id":"3acb3611-323d-48e6-8531-acdf67d42b63","block_type":"box","text":"commercial paper to consider the repurchase of such securities from the Fund prior to maturity at their original","page_number":67,"box":{"x":116,"y":320,"width":748,"height":12}},{"id":"7d595bc6-5c63-4a48-ae25-1ee659eb787b","block_type":"box","text":"cost plus interest (sometimes adjusted to reflect the actual maturity of the securities), if it believes that the Fund’s","page_number":67,"box":{"x":116,"y":336,"width":765,"height":11}},{"id":"7259df8f-fb73-4652-8d62-bbdc98016e51","block_type":"box","text":"anticipated need for liquidity makes such action desirable. Any such repurchase prior to maturity reduces the","page_number":67,"box":{"x":116,"y":351,"width":734,"height":12}},{"id":"5386a388-df1b-4e65-9c3f-8cc13bc012b8","block_type":"box","text":"possibility that the Fund would incur a capital loss in liquidating commercial paper, especially if interest rates","page_number":67,"box":{"x":116,"y":367,"width":740,"height":11}},{"id":"4265d667-37a9-4a34-afdc-de1134e07018","block_type":"box","text":"have risen since acquisition of such commercial paper.","page_number":67,"box":{"x":116,"y":382,"width":368,"height":12}},{"id":"9b9dc78b-bbf5-4f47-9668-6818ade63e69","block_type":"box","text":"Investment decisions for the Fund and for other investment accounts managed by the Advisor or","page_number":67,"box":{"x":150,"y":413,"width":649,"height":12}},{"id":"b66dbdd4-8305-41c5-9a09-6bfe5de05ff2","block_type":"box","text":"Sub-Advisors are made independently of each other in light of differing conditions. BlackRock allocates","page_number":67,"box":{"x":116,"y":429,"width":704,"height":11}},{"id":"aa42717f-732b-480c-995c-8f0085b340ff","block_type":"box","text":"investments among client accounts in a fair and equitable manner over time. A variety of factors will be","page_number":67,"box":{"x":116,"y":444,"width":700,"height":12}},{"id":"b7554d4c-f5a4-426a-ad0d-4ad16a9ae72e","block_type":"box","text":"considered in making such allocations. These factors include: (i) investment objectives or strategies for particular","page_number":67,"box":{"x":116,"y":460,"width":765,"height":11}},{"id":"5b9e2e6e-923b-4ecd-ba5c-a6770eae1ffb","block_type":"box","text":"accounts, including sector, industry, country or region and capitalization weightings, (ii) tax considerations of an","page_number":67,"box":{"x":116,"y":475,"width":760,"height":12}},{"id":"960763b0-69e1-4f80-890b-b7a105b8e574","block_type":"box","text":"account, (iii) risk or investment concentration parameters for an account, (iv) supply or demand for a security at a","page_number":67,"box":{"x":116,"y":491,"width":766,"height":11}},{"id":"6eea5d50-1f3d-45e8-9ade-9cfea5c9cc88","block_type":"box","text":"given price level, (v) size of available investment, (vi) cash availability and liquidity requirements for accounts,","page_number":67,"box":{"x":116,"y":506,"width":752,"height":12}},{"id":"b63a8844-1090-4818-8fba-2435360e096a","block_type":"box","text":"(vii) regulatory restrictions, (viii) minimum investment size of an account, (ix) relative size of account, and","page_number":67,"box":{"x":116,"y":522,"width":723,"height":11}},{"id":"b651877d-16ea-4377-b53f-bfd6cbd43250","block_type":"box","text":"(x) such other factors as may be approved by BlackRock’s general counsel. Moreover, investments may not be","page_number":67,"box":{"x":116,"y":537,"width":747,"height":12}},{"id":"c9ebf6d4-540b-49b4-acbe-b32f045bcf76","block_type":"box","text":"allocated to one client account over another based on any of the following considerations: (i) to favor one client","page_number":67,"box":{"x":116,"y":553,"width":753,"height":11}},{"id":"b9f21ba9-0668-4e37-add6-e314a0e23e55","block_type":"box","text":"account at the expense of another, (ii) to generate higher fees paid by one client account over another or to","page_number":67,"box":{"x":116,"y":568,"width":717,"height":12}},{"id":"7e987bac-1ba0-45ca-832c-d80b4c727ab3","block_type":"box","text":"produce greater performance compensation to BlackRock, (iii) to develop or enhance a relationship with a client","page_number":67,"box":{"x":116,"y":584,"width":758,"height":11}},{"id":"68941ae8-b819-4edb-b4a9-91d7d620ce8b","block_type":"box","text":"or prospective client, (iv) to compensate a client for past services or benefits rendered to BlackRock or to induce","page_number":67,"box":{"x":116,"y":599,"width":759,"height":12}},{"id":"b5301757-c19b-4b59-9e97-c6be2b4ca785","block_type":"box","text":"future services or benefits to be rendered to BlackRock, or (v) to manage or equalize investment performance","page_number":67,"box":{"x":116,"y":615,"width":738,"height":11}},{"id":"0c4fc7a8-3a95-4fe1-9c2d-f93b26bdabcc","block_type":"box","text":"among different client accounts.","page_number":67,"box":{"x":116,"y":630,"width":216,"height":12}},{"id":"aa51c780-dee1-4777-a42f-363e2c500509","block_type":"box","text":"Equity securities will generally be allocated among client accounts within the same investment mandate on","page_number":67,"box":{"x":150,"y":661,"width":722,"height":12}},{"id":"4ffea5f3-4ec5-4dce-a953-f437f1fa5ca2","block_type":"box","text":"a pro rata basis. All allocations of equity securities will be subject, where relevant, to share minimums","page_number":67,"box":{"x":116,"y":677,"width":689,"height":11}},{"id":"d1296a26-2555-4c9d-a5f4-f5b072ac229d","block_type":"box","text":"established for accounts and compliance constraints.","page_number":67,"box":{"x":116,"y":692,"width":353,"height":12}},{"id":"56b89115-1468-46cd-8ae3-2cff5010aaee","block_type":"box","text":"Initial public offerings of securities may be over-subscribed and subsequently trade at a premium in the","page_number":67,"box":{"x":150,"y":723,"width":697,"height":12}},{"id":"328fd434-21c7-482e-a740-06c6b67eab85","block_type":"box","text":"secondary market. In these situations, the supply of securities available for client accounts is often less than the","page_number":67,"box":{"x":117,"y":739,"width":749,"height":11}},{"id":"57335f6a-cc7a-4529-90b8-0e9c5fd13c11","block_type":"box","text":"amount of securities the accounts would otherwise take. In order to allocate these investments fairly and","page_number":67,"box":{"x":116,"y":754,"width":702,"height":12}},{"id":"ff626fa4-e1f2-4fc4-9ad4-6cd87cddfe6b","block_type":"box","text":"equitably among client accounts over time, each portfolio manager or a member of his or her respective","page_number":67,"box":{"x":116,"y":770,"width":699,"height":11}},{"id":"ebd69186-05c4-46a3-ab9d-34b18f7b080d","block_type":"box","text":"investment team will indicate to BlackRock’s trading desk their level of interest in a particular offering with","page_number":67,"box":{"x":116,"y":785,"width":730,"height":12}},{"id":"25cccd3a-0dc8-4fce-b864-72bbcb232a5e","block_type":"box","text":"respect to eligible client accounts for which that team is responsible. Initial public offerings of U.S. equity","page_number":67,"box":{"x":116,"y":801,"width":716,"height":11}},{"id":"153bbe70-a1a0-490e-b6cd-b54af9a94cf3","block_type":"box","text":"securities will be identified as eligible for particular client accounts that are managed by portfolio teams who","page_number":67,"box":{"x":117,"y":816,"width":733,"height":12}},{"id":"4962ef62-09a0-4072-a9e9-936fe892db74","block_type":"box","text":"have indicated interest in the offering based on market capitalization of the issuer of the security and the","page_number":67,"box":{"x":116,"y":832,"width":703,"height":11}},{"id":"729a72a3-fbf4-49d2-82b5-a10f56b7eff2","block_type":"box","text":"investment mandate of the client account and in the case of international equity securities, the country where the","page_number":67,"box":{"x":116,"y":847,"width":757,"height":12}},{"id":"8c1603ce-b3c5-459a-8f51-4c837abbbde1","block_type":"box","text":"offering is taking place and the investment mandate of the client account. Generally, shares received during the","page_number":67,"box":{"x":116,"y":863,"width":750,"height":11}},{"id":"e7c09e4c-d9cf-472d-bac2-d669d21f2286","block_type":"box","text":"initial public offering will be allocated among participating client accounts within each investment mandate on a","page_number":67,"box":{"x":116,"y":878,"width":759,"height":12}},{"id":"b3b7450e-96f0-4d19-9f1e-fc088b450ca0","block_type":"box","text":"S-64","page_number":67,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"5a686ec2-a50c-4090-9c7c-080b60e6aa74","block_type":"box","text":"NM1026U-5982768-67/119","page_number":67,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"31b48a5e-cc4a-4139-9ec7-c1865c356f47","block_type":"box","text":"pro rata basis. In situations where supply is too limited to be allocated among all accounts for which the","page_number":68,"box":{"x":116,"y":88,"width":700,"height":11}},{"id":"bb6a563e-6426-4a08-90eb-d473204abf57","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts","page_number":68,"box":{"x":116,"y":103,"width":761,"height":12}},{"id":"e8e8062c-4b6a-4c07-a6f4-e7ec251fa1cc","block_type":"box","text":"so long as the rotation system provides for fair access for all client accounts over time. Other allocation","page_number":68,"box":{"x":117,"y":119,"width":696,"height":11}},{"id":"9fd7fdcb-bbe3-4935-bb10-e5d7275b4c0e","block_type":"box","text":"methodologies that are considered by BlackRock to be fair and equitable to clients may be used as well.","page_number":68,"box":{"x":116,"y":134,"width":699,"height":12}},{"id":"24dbde60-4b26-405c-9685-58032fbc9ea3","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BlackRock may buy and","page_number":68,"box":{"x":150,"y":165,"width":724,"height":12}},{"id":"880e64e3-d785-444d-b090-591b30c837e3","block_type":"box","text":"sell the same securities at the same time for different clients based on the particular investment objective,","page_number":68,"box":{"x":117,"y":181,"width":708,"height":11}},{"id":"1efe98f6-4e61-45af-9d28-01b728ee8461","block_type":"box","text":"guidelines and strategies of those accounts. For example, BlackRock may decide that it may be entirely","page_number":68,"box":{"x":116,"y":196,"width":697,"height":12}},{"id":"a8f98dff-704d-4d3f-8f10-cd4c97398aa9","block_type":"box","text":"appropriate for a growth fund to sell a security at the same time a value fund is buying that security. To the extent","page_number":68,"box":{"x":116,"y":212,"width":767,"height":11}},{"id":"436e7878-f0de-454d-8d93-af1721e54760","block_type":"box","text":"that transactions on behalf of more than one client of BlackRock or its affiliates during the same period may","page_number":68,"box":{"x":116,"y":227,"width":729,"height":12}},{"id":"37b8d155-38fb-40c3-870d-19a551177663","block_type":"box","text":"increase the demand for securities being purchased or the supply of securities being sold, there may be an","page_number":68,"box":{"x":116,"y":243,"width":711,"height":11}},{"id":"c9c172d5-2096-4d55-b1b9-7593de7744d8","block_type":"box","text":"adverse effect on price. For example, sales of a security by BlackRock on behalf of one or more of its clients may","page_number":68,"box":{"x":116,"y":258,"width":766,"height":12}},{"id":"3836e4a7-a33c-4628-ae03-e733b6885493","block_type":"box","text":"decrease the market price of such security, adversely impacting other BlackRock clients that still hold the","page_number":68,"box":{"x":116,"y":274,"width":711,"height":11}},{"id":"76014b28-d928-4ed0-a246-aecd1440b83d","block_type":"box","text":"security. If purchases or sales of securities arise for consideration at or about the same time that would involve","page_number":68,"box":{"x":117,"y":289,"width":744,"height":12}},{"id":"c46c93df-0eda-4d53-8947-5f915f4bf36f","block_type":"box","text":"the Fund or other clients or funds for which BlackRock or an affiliate act as investment manager, transactions in","page_number":68,"box":{"x":116,"y":305,"width":757,"height":11}},{"id":"c23a9d0e-e36f-47e9-b099-61fdb4401397","block_type":"box","text":"such securities will be made, insofar as feasible, for the respective funds and clients in a manner deemed","page_number":68,"box":{"x":117,"y":320,"width":704,"height":12}},{"id":"4d6d4598-ee46-45ee-ba8e-bb52b96c26ac","block_type":"box","text":"equitable to all.","page_number":68,"box":{"x":116,"y":336,"width":103,"height":11}},{"id":"ac66af44-06d5-4885-adca-07cf22e6a116","block_type":"box","text":"In certain instances, BlackRock may find it efficient for purposes of seeking to obtain best execution, to","page_number":68,"box":{"x":150,"y":367,"width":700,"height":11}},{"id":"85bce954-ce64-486c-ab72-e7ee3e5859d1","block_type":"box","text":"aggregate certain contemporaneous purchases or sale orders of its advisory accounts. In general, all","page_number":68,"box":{"x":116,"y":382,"width":670,"height":12}},{"id":"b1d46bfc-c496-49a7-825a-13720840d61a","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment","page_number":68,"box":{"x":116,"y":398,"width":732,"height":11}},{"id":"8da49bb3-13a5-4349-b398-5e6262a3b14b","block_type":"box","text":"team will be aggregated in a single order if the trader believes the aggregated trade would provide each client","page_number":68,"box":{"x":116,"y":413,"width":737,"height":12}},{"id":"554d226b-f8be-420e-a2af-6262afb51ae9","block_type":"box","text":"with an opportunity to achieve a more favorable execution at a potentially lower execution cost. The costs","page_number":68,"box":{"x":116,"y":429,"width":714,"height":11}},{"id":"f6921767-468e-474f-959b-ee66dfdd5e93","block_type":"box","text":"associated with a aggregated order will be shared pro rata among the clients in the aggregated order. Generally, if","page_number":68,"box":{"x":116,"y":444,"width":766,"height":12}},{"id":"4e7f12ed-56c3-432a-af57-287fa531b299","block_type":"box","text":"an order for a particular portfolio manager or management team is filled at several different prices through","page_number":68,"box":{"x":116,"y":460,"width":718,"height":11}},{"id":"ff1e690d-9820-4770-8064-4ad9b777b8be","block_type":"box","text":"multiple trades, all accounts participating in the order will receive the average price except in the case of certain","page_number":68,"box":{"x":116,"y":475,"width":755,"height":12}},{"id":"6b65780a-0c70-4980-843c-9ddb248e7e95","block_type":"box","text":"international markets where average pricing is not permitted. While in some cases this practice could have a","page_number":68,"box":{"x":116,"y":491,"width":729,"height":11}},{"id":"da8484eb-e5e5-4605-8f49-4e7c9caf27fa","block_type":"box","text":"detrimental effect upon the price or value of the security as far as the Fund is concerned, in other cases it could","page_number":68,"box":{"x":116,"y":506,"width":747,"height":12}},{"id":"abbee1e3-38af-44f7-9c2a-5ea81c3a1841","block_type":"box","text":"be beneficial to the Fund. Transactions effected by BlackRock on behalf of more than one of its clients during the","page_number":68,"box":{"x":116,"y":522,"width":766,"height":11}},{"id":"7647dd7a-f495-4857-908c-7fac0ca80999","block_type":"box","text":"same period may increase the demand for securities being purchased or the supply of securities being sold,","page_number":68,"box":{"x":117,"y":537,"width":718,"height":12}},{"id":"2dd0a749-8f1d-44e0-8eed-fff3d7b321b4","block_type":"box","text":"causing an adverse effect on price. The trader will give the aggregated order to the broker-dealer that the trader","page_number":68,"box":{"x":116,"y":553,"width":749,"height":11}},{"id":"9c56b28d-5256-4ab9-8649-80024e49a8e9","block_type":"box","text":"has identified as being able to provide the best execution of the order. Orders for purchase or sale of securities","page_number":68,"box":{"x":116,"y":568,"width":742,"height":12}},{"id":"744b6e65-81f0-45db-9086-f7ef6173ec7c","block_type":"box","text":"will be placed within a reasonable amount of time of the order receipt and aggregated orders will be kept","page_number":68,"box":{"x":116,"y":584,"width":707,"height":11}},{"id":"8dd9ba34-08a8-40aa-9d48-edae9a4ab328","block_type":"box","text":"aggregated only long enough to execute the order.","page_number":68,"box":{"x":116,"y":599,"width":336,"height":12}},{"id":"edfbb883-ab33-4053-b489-4b7b6b08eb12","block_type":"box","text":"The Fund will not purchase securities during the existence of any underwriting or selling group relating to","page_number":68,"box":{"x":150,"y":630,"width":715,"height":12}},{"id":"54c1b3fa-8fb1-4c81-8666-7e3379c3dfac","block_type":"box","text":"such securities of which BlackRock, the Distributor or any affiliated person (as defined in the Investment","page_number":68,"box":{"x":117,"y":646,"width":709,"height":11}},{"id":"4537860f-148d-4a89-b53a-d7fb3349b47f","block_type":"box","text":"Company Act) thereof is a member except pursuant to procedures adopted by the Board in accordance with","page_number":68,"box":{"x":116,"y":661,"width":724,"height":12}},{"id":"fd6f2ae7-f7e9-4e0c-9fd5-3d8bfec31f71","block_type":"box","text":"Rule 10f-3 under the Investment Company Act. In no instance will portfolio securities be purchased from or sold","page_number":68,"box":{"x":116,"y":677,"width":762,"height":11}},{"id":"3bc97f6e-c4ff-415b-8f66-1eeb1bba5234","block_type":"box","text":"to the BlackRock, the Distributor or any affiliated person of the foregoing entities except as permitted by SEC","page_number":68,"box":{"x":116,"y":692,"width":742,"height":12}},{"id":"d0b7078f-e525-4217-9d48-f3644c01d6a3","block_type":"box","text":"exemptive order or by applicable law.","page_number":68,"box":{"x":116,"y":708,"width":254,"height":11}},{"id":"69229cdc-3710-4bfc-ac8d-afe3de9c5049","block_type":"box","text":"The Fund’s purchase and sale orders for securities may be combined with those of other investment","page_number":68,"box":{"x":150,"y":739,"width":671,"height":11}},{"id":"07c74e7a-d8d8-495e-8a2b-c4948a2303de","block_type":"box","text":"companies, clients or accounts that the Advisor manages or advises. If purchases or sales of portfolio securities","page_number":68,"box":{"x":116,"y":754,"width":748,"height":12}},{"id":"b2ecd43c-79bc-4f3f-b2e0-40e1577cea68","block_type":"box","text":"of the Fund and one or more other accounts managed or advised by the Advisor are considered at or about the","page_number":68,"box":{"x":116,"y":770,"width":740,"height":11}},{"id":"cc505959-7601-4d54-b830-fcd19d55266c","block_type":"box","text":"same time, transactions in such securities are allocated among the Fund and the other accounts in a manner","page_number":68,"box":{"x":117,"y":785,"width":720,"height":12}},{"id":"16e91104-279c-430b-8c34-83e30c99525e","block_type":"box","text":"deemed equitable to all by the Fund. In some cases, this procedure could have a detrimental effect on the price or","page_number":68,"box":{"x":116,"y":801,"width":763,"height":11}},{"id":"b68155ff-b9fb-4606-b7d5-52b251d5206a","block_type":"box","text":"volume of the security as far as the Fund is concerned. However, in other cases, it is possible that the ability to","page_number":68,"box":{"x":116,"y":816,"width":745,"height":12}},{"id":"d8e5e6fc-7ae2-4c57-a3bc-e1f0f147a263","block_type":"box","text":"participate in volume transactions and to negotiate lower transaction costs will be beneficial to the Fund. The","page_number":68,"box":{"x":116,"y":832,"width":735,"height":11}},{"id":"e0133403-6822-4885-babe-a9a0430b5881","block_type":"box","text":"Advisor may deal, trade and invest for its own account in the types of securities in which the Fund may invest.","page_number":68,"box":{"x":116,"y":847,"width":744,"height":12}},{"id":"3be483d1-2d46-4d2a-8fe7-68fcb7be4bf8","block_type":"box","text":"The Advisor may, from time to time, effect trades on behalf of and for the account of the Fund with brokers or","page_number":68,"box":{"x":116,"y":863,"width":745,"height":11}},{"id":"fea880c7-641e-44fb-890c-7bc627bcfb41","block_type":"box","text":"dealers that are affiliated with BFA, in conformity with the Investment Company Act and SEC rules and","page_number":68,"box":{"x":116,"y":878,"width":704,"height":12}},{"id":"484e4261-6974-4889-97cf-7c45702620e7","block_type":"box","text":"S-65","page_number":68,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"fa8b6378-26fd-4681-98de-d2a71c79bb60","block_type":"box","text":"NM1026U-5982768-68/119","page_number":68,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"f925c370-9f3f-49bc-80b5-b305328df3c6","block_type":"box","text":"regulations. Under these provisions, any commissions paid to affiliated brokers or dealers must be reasonable and","page_number":69,"box":{"x":116,"y":88,"width":766,"height":11}},{"id":"45c7b790-86d6-4429-a54b-d2bfa27230d9","block_type":"box","text":"fair compared to the commissions charged by other brokers or dealers in comparable transactions. The Fund will","page_number":69,"box":{"x":116,"y":103,"width":760,"height":12}},{"id":"cda3641b-da09-429b-8199-8616bbdaf077","block_type":"box","text":"not deal with affiliates in principal transactions unless permitted by applicable SEC rules or regulations, or by","page_number":69,"box":{"x":116,"y":119,"width":740,"height":11}},{"id":"8ad722d0-49f3-4625-ba7a-ef0aa180cbd4","block_type":"box","text":"SEC exemptive order.","page_number":69,"box":{"x":116,"y":134,"width":148,"height":12}},{"id":"55f45578-219b-4f05-9ea0-9b1f9b3865ba","block_type":"box","text":"Portfolio Turnover","page_number":69,"box":{"x":116,"y":174,"width":137,"height":9}},{"id":"4eb76e1b-01d9-43be-b344-baa841f1fd1a","block_type":"box","text":"The portfolio turnover rate is calculated by dividing the lesser of the Fund’s annual sales or purchases of","page_number":69,"box":{"x":150,"y":197,"width":705,"height":12}},{"id":"b1cb9afc-62e2-4b52-bc97-a09870234916","block_type":"box","text":"portfolio securities (exclusive of purchases or sales of U.S. Government securities and all other securities whose","page_number":69,"box":{"x":116,"y":213,"width":757,"height":12}},{"id":"a4dce2ac-78a6-44c2-a7c4-cdf288b7ddb8","block_type":"box","text":"maturities at the time of acquisition were one year or less) by the monthly average value of the securities in the","page_number":69,"box":{"x":116,"y":228,"width":748,"height":12}},{"id":"e3cbbc9c-d6d4-476b-b1bc-cb736800779c","block_type":"box","text":"portfolio during the year. A high rate of portfolio turnover results in certain tax consequences, such as increased","page_number":69,"box":{"x":116,"y":244,"width":755,"height":12}},{"id":"2d3030cd-0e61-43f1-a841-2f20f8c777da","block_type":"box","text":"capital gain dividends and/or ordinary income dividends, and in correspondingly greater transaction costs in the","page_number":69,"box":{"x":116,"y":259,"width":753,"height":12}},{"id":"a140ae5b-1b74-4ba0-a46b-777b5cfaf97a","block_type":"box","text":"form of dealer spreads and brokerage commissions, which are borne directly by the Fund.","page_number":69,"box":{"x":116,"y":275,"width":604,"height":12}},{"id":"ca3f1d3e-1b2d-46fc-b758-ad3af4de1e28","block_type":"box","text":"Information about the brokerage commissions paid by the Fund, including commissions paid to affiliates is","page_number":69,"box":{"x":150,"y":307,"width":722,"height":11}},{"id":"ab9f3074-611e-4ff7-9c93-5049bec5ca11","block_type":"box","text":"set forth in the following table:","page_number":69,"box":{"x":117,"y":322,"width":207,"height":12}},{"id":"9b487d7b-deb9-477b-af0d-e43f8b6754cc","block_type":"box","text":"Aggregate Brokerage","page_number":69,"box":{"x":505,"y":351,"width":153,"height":12}},{"id":"83472787-5b6d-42a0-8b03-4f348cd153cb","block_type":"box","text":"Commissions Paid","page_number":69,"box":{"x":516,"y":364,"width":131,"height":9}},{"id":"10f839e9-999f-453e-a0ba-115888cf8987","block_type":"box","text":"Commissions Paid","page_number":69,"box":{"x":684,"y":351,"width":132,"height":9}},{"id":"c4137708-4234-4f09-829e-39d0068471c1","block_type":"box","text":"to Affiliates","page_number":69,"box":{"x":708,"y":364,"width":83,"height":9}},{"id":"fb199fbb-19e4-452d-a1c2-c2d9ae8c53a4","block_type":"box","text":"Fiscal Year Ended December 31, 2025","page_number":69,"box":{"x":183,"y":385,"width":260,"height":10}},{"id":"95dd3684-85f0-4fd1-8cbd-5d6a46a89adf","block_type":"box","text":"....","page_number":69,"box":{"x":451,"y":392,"width":27,"height":2}},{"id":"8a7d440a-2966-43e8-8123-b1bfeae0f934","block_type":"box","text":"$102,108 $0","page_number":69,"box":{"x":550,"y":384,"width":208,"height":11}},{"id":"1b4a92cd-aaa0-437f-8998-94d3c86af7af","block_type":"box","text":"Fiscal Year Ended December 31, 2024","page_number":69,"box":{"x":183,"y":400,"width":261,"height":11}},{"id":"1a4f0683-e571-4a66-8c30-1ecc11ea99e1","block_type":"box","text":".... $","page_number":69,"box":{"x":451,"y":400,"width":106,"height":10}},{"id":"0207d0fd-c14b-4e35-92c3-0d511f755062","block_type":"box","text":"89,677 $0","page_number":69,"box":{"x":568,"y":400,"width":190,"height":11}},{"id":"858ccbc1-10d0-4813-9dee-71e5ba38022d","block_type":"box","text":"Fiscal Year Ended December 31, 2023","page_number":69,"box":{"x":183,"y":416,"width":260,"height":10}},{"id":"6fa658c8-e1d5-4df5-bc65-dfd971e903c0","block_type":"box","text":"....","page_number":69,"box":{"x":451,"y":423,"width":27,"height":2}},{"id":"6061d75c-905f-4b44-97cf-74f71121c28b","block_type":"box","text":"$112,726 $0","page_number":69,"box":{"x":550,"y":415,"width":208,"height":11}},{"id":"75d3bf4d-63e4-4a4d-a787-3c31fdcf3405","block_type":"box","text":"For the fiscal year ended December 31, 2025, the brokerage commissions paid to affiliates by the Fund","page_number":69,"box":{"x":150,"y":447,"width":694,"height":12}},{"id":"4cf1716e-9960-43f4-b13b-008735f7fabf","block_type":"box","text":"represented 0% of the aggregate brokerage commissions paid and involved 0% of the dollar amount of","page_number":69,"box":{"x":116,"y":463,"width":693,"height":12}},{"id":"3bca0fd6-0291-404c-a164-ef05463eb6ff","block_type":"box","text":"transactions involving payment of commissions during the period.","page_number":69,"box":{"x":116,"y":478,"width":445,"height":12}},{"id":"058e8808-87ef-46be-bef5-237dd5664327","block_type":"box","text":"The following table shows the dollar amount of brokerage commissions paid to brokers for providing third","page_number":69,"box":{"x":150,"y":510,"width":724,"height":12}},{"id":"926564b4-1d97-4674-bc40-bb1e249d6788","block_type":"box","text":"party research services and the approximate dollar amount of the transactions involved for the fiscal year ended","page_number":69,"box":{"x":116,"y":526,"width":752,"height":11}},{"id":"d5f96792-990e-482b-a631-d7092bd123b7","block_type":"box","text":"December 31, 2025. The provision of third-party research services was not necessarily a factor in the placement","page_number":69,"box":{"x":116,"y":541,"width":755,"height":12}},{"id":"8a856cbe-0440-4895-be13-3e52d305f1ef","block_type":"box","text":"of all brokerage business with such brokers.","page_number":69,"box":{"x":116,"y":557,"width":295,"height":11}},{"id":"8631e8bc-5385-4e61-9d5d-8efe07113ccf","block_type":"box","text":"Amount of Commissions Paid to Brokers","page_number":69,"box":{"x":257,"y":586,"width":294,"height":9}},{"id":"b9ede262-d4f1-44c3-8f87-4982d1529403","block_type":"box","text":"for Providing Research Services","page_number":69,"box":{"x":289,"y":598,"width":230,"height":12}},{"id":"e0e61a78-1381-4e16-805a-fe339cb0d4aa","block_type":"box","text":"Amount of Brokerage","page_number":69,"box":{"x":655,"y":586,"width":157,"height":11}},{"id":"efd1e34b-1443-4265-863d-06116869a1a9","block_type":"box","text":"Transactions Involved","page_number":69,"box":{"x":654,"y":598,"width":159,"height":10}},{"id":"962e560c-0b7c-443c-b6ce-bdf932b42baa","block_type":"box","text":"$0 $0","page_number":69,"box":{"x":380,"y":619,"width":379,"height":10}},{"id":"16631625-b045-4794-b12a-5ff7e74b962e","block_type":"box","text":"As of December 31, 2025, the Fund held no securities of its regular brokers or dealers (as defined in Rule","page_number":69,"box":{"x":150,"y":651,"width":710,"height":12}},{"id":"031a6cbc-0044-4773-9905-c4c62533ac6d","block_type":"box","text":"10b-1 under the Investment Company Act) or their parents whose shares were purchased during the fiscal year","page_number":69,"box":{"x":118,"y":666,"width":744,"height":12}},{"id":"d131b0a4-6fd0-4b02-bca2-f2360fa8ab95","block_type":"box","text":"ended December 31, 2025.","page_number":69,"box":{"x":116,"y":682,"width":180,"height":11}},{"id":"5ceda2de-ab7d-4c20-a5e1-620e8cd8e00a","block_type":"box","text":"CONFLICTS OF INTEREST","page_number":69,"box":{"x":393,"y":730,"width":214,"height":9}},{"id":"817691cc-008e-4a79-809a-b1bd0147fd2e","block_type":"box","text":"Certain activities of BlackRock, Inc., BlackRock Advisors, LLC, BlackRock Fund Advisors and the other","page_number":69,"box":{"x":150,"y":753,"width":704,"height":12}},{"id":"45128141-d404-4dda-b74f-e1fc237bc168","block_type":"box","text":"subsidiaries of BlackRock, Inc. (collectively referred to in this section as “BlackRock”) and their respective","page_number":69,"box":{"x":116,"y":769,"width":728,"height":11}},{"id":"ab833d1c-ec70-48ec-af8b-ab1cc6adc808","block_type":"box","text":"directors, officers or employees, with respect to the Fund and/or other accounts managed by BlackRock, may","page_number":69,"box":{"x":116,"y":784,"width":737,"height":12}},{"id":"28c11894-e454-408d-849e-9d62c9f85283","block_type":"box","text":"give rise to actual or perceived conflicts of interest such as those described below.","page_number":69,"box":{"x":116,"y":800,"width":554,"height":11}},{"id":"bfa5b647-75e2-4a1c-8ae8-70b669978556","block_type":"box","text":"BlackRock is one of the world’s largest asset management firms. BlackRock, its subsidiaries and their","page_number":69,"box":{"x":150,"y":831,"width":689,"height":12}},{"id":"c0a54bc5-16b5-41c0-b068-777290308f19","block_type":"box","text":"respective directors, officers and employees, including the business units or entities and personnel who may be","page_number":69,"box":{"x":116,"y":847,"width":747,"height":12}},{"id":"0c981357-7101-4b85-91b5-ffcc8c6a0011","block_type":"box","text":"involved in the investment activities and business operations of the Fund, are engaged worldwide in businesses,","page_number":69,"box":{"x":116,"y":862,"width":752,"height":12}},{"id":"8ca61d3c-5c4d-4ded-af32-38ad1a5809be","block_type":"box","text":"including managing equities, fixed income securities, cash and alternative investments, and other financial","page_number":69,"box":{"x":116,"y":878,"width":717,"height":12}},{"id":"3c950c31-2349-4170-8983-03facb77ed20","block_type":"box","text":"S-66","page_number":69,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"0412a18e-b190-428b-abfa-b41f27cdec7e","block_type":"box","text":"NM1026U-5982768-69/119","page_number":69,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"e162b8a2-14ae-400e-9055-e1e6e663067e","block_type":"box","text":"services, and have interests other than that of managing the Fund. These are considerations of which investors in","page_number":70,"box":{"x":117,"y":88,"width":758,"height":11}},{"id":"127d56e1-5328-46d8-aa73-ab7125533eb3","block_type":"box","text":"the Fund should be aware, and which may cause conflicts of interest that could disadvantage the Fund and its","page_number":70,"box":{"x":116,"y":103,"width":736,"height":12}},{"id":"535a5158-7194-4b12-98f5-d5160364c0f5","block_type":"box","text":"shareholders. These businesses and interests include potential multiple advisory, transactional, financial and","page_number":70,"box":{"x":117,"y":119,"width":728,"height":11}},{"id":"d5a62a4a-1da4-4461-8d4b-18d5a46a530d","block_type":"box","text":"other relationships with, or interests in companies and interests in securities or other instruments that may be","page_number":70,"box":{"x":116,"y":134,"width":733,"height":12}},{"id":"18dccb80-a4b8-4355-b570-dd905c3fc067","block_type":"box","text":"purchased or sold by the Fund.","page_number":70,"box":{"x":116,"y":150,"width":206,"height":11}},{"id":"ed59cb89-afe0-4549-b707-ca87263e32ee","block_type":"box","text":"BlackRock may have proprietary interests in, and may manage or advise with respect to, accounts or funds","page_number":70,"box":{"x":150,"y":181,"width":719,"height":11}},{"id":"87f2e3d1-3483-4ffc-9dab-ad8336704220","block_type":"box","text":"(including separate accounts and other funds and collective investment vehicles) that have investment objectives","page_number":70,"box":{"x":116,"y":196,"width":758,"height":12}},{"id":"df06b182-efc1-4ac6-b530-f570cf94f9e6","block_type":"box","text":"identical or similar to those of the Fund and/or that engage in transactions in the same types of securities,","page_number":70,"box":{"x":116,"y":212,"width":708,"height":11}},{"id":"e083109e-0804-4a7b-8663-84c36e35a92d","block_type":"box","text":"currencies and instruments as the Fund. Such other funds or accounts may offer exposure to strategies that are","page_number":70,"box":{"x":116,"y":227,"width":741,"height":12}},{"id":"1383e076-23da-4feb-97bc-7aaf3becc7a8","block_type":"box","text":"identical or substantially similar to those of the Fund but with different fees and expenses, governance and","page_number":70,"box":{"x":116,"y":243,"width":718,"height":11}},{"id":"392d7fc8-4fc4-4951-826a-1318187f33e5","block_type":"box","text":"structures, and/or services provided by BlackRock. BlackRock is also a major participant in the global currency,","page_number":70,"box":{"x":117,"y":258,"width":755,"height":12}},{"id":"bbd05f24-15ed-4801-9f7c-d97baa718fa3","block_type":"box","text":"equities, swap and fixed income markets, in each case, for the accounts of clients and, in some cases, on a","page_number":70,"box":{"x":116,"y":274,"width":713,"height":11}},{"id":"c7961cbc-8925-4dfc-b1e0-3edb6c2740c7","block_type":"box","text":"proprietary basis. As such, BlackRock is or may be actively engaged in transactions in the same securities,","page_number":70,"box":{"x":116,"y":289,"width":718,"height":12}},{"id":"a14b8c76-7124-4923-983b-f6916d12a780","block_type":"box","text":"currencies, and instruments in which the Fund invests.","page_number":70,"box":{"x":116,"y":305,"width":365,"height":10}},{"id":"3f502946-8e02-47ef-bea0-e9a499854780","block_type":"box","text":"Such activities could affect the prices and availability of the securities, currencies, and instruments in which","page_number":70,"box":{"x":150,"y":336,"width":728,"height":11}},{"id":"990fb5ee-b8d6-434e-9980-84522037fda5","block_type":"box","text":"the Fund invests, which could have an adverse impact on the Fund’s performance. Such transactions, particularly","page_number":70,"box":{"x":116,"y":351,"width":762,"height":12}},{"id":"38417a29-7212-4acc-afff-34812e259378","block_type":"box","text":"in respect of most proprietary accounts or client accounts, will be executed independently of the Fund’s","page_number":70,"box":{"x":116,"y":367,"width":698,"height":11}},{"id":"799980b7-4a10-45a6-a145-652868be461c","block_type":"box","text":"transactions and thus at prices or rates that may be more or less favorable than those obtained by the Fund.","page_number":70,"box":{"x":116,"y":382,"width":717,"height":12}},{"id":"95f4414c-40a1-42bd-b9f2-8a9ac14ed796","block_type":"box","text":"In addition, the portfolio holdings of certain BlackRock-advised investment vehicles managed in an","page_number":70,"box":{"x":150,"y":413,"width":672,"height":12}},{"id":"4a73a4bd-5de7-4200-919f-d31da7048316","block_type":"box","text":"identical or substantially similar manner as certain funds are made publicly available on a more timely basis than","page_number":70,"box":{"x":116,"y":429,"width":762,"height":11}},{"id":"f15b2773-bd6b-4d52-8b9f-7afa0749533e","block_type":"box","text":"the applicable Fund. In some cases, such portfolio holdings are made publicly available on a daily basis. While","page_number":70,"box":{"x":116,"y":444,"width":748,"height":12}},{"id":"8a4808b2-0f79-4127-a8e8-e07eca2584ed","block_type":"box","text":"not expected, it is possible that a recipient of portfolio holdings information for such an investment vehicle could","page_number":70,"box":{"x":116,"y":460,"width":762,"height":11}},{"id":"0f581d67-5274-4529-8561-e42689951b86","block_type":"box","text":"cause harm to the Fund that is managed in an identical or substantially similar manner, including by trading","page_number":70,"box":{"x":116,"y":475,"width":725,"height":12}},{"id":"be8ff26e-b9cb-49fd-a6bc-89954a631188","block_type":"box","text":"ahead of or against such Fund based on the information received.","page_number":70,"box":{"x":116,"y":491,"width":438,"height":11}},{"id":"0e247fef-6921-410b-839e-9e2cf452f424","block_type":"box","text":"When BlackRock seeks to purchase or sell the same assets for client accounts, including the Fund, the assets","page_number":70,"box":{"x":149,"y":522,"width":732,"height":11}},{"id":"c38aacec-eaf4-4a2d-9abc-8a53955f88dc","block_type":"box","text":"actually purchased or sold may be allocated among the accounts on a basis determined in its good faith discretion","page_number":70,"box":{"x":116,"y":537,"width":765,"height":12}},{"id":"f6fa1c59-b697-48e5-9420-06ad5f095717","block_type":"box","text":"to be equitable. In some cases, this system may adversely affect the size or price of the assets purchased or sold","page_number":70,"box":{"x":116,"y":553,"width":751,"height":11}},{"id":"f2e617f6-383e-48e2-a54f-2779655f8cd3","block_type":"box","text":"for the Fund. In addition, transactions in investments by one or more other accounts managed by BlackRock may","page_number":70,"box":{"x":116,"y":568,"width":763,"height":12}},{"id":"ecbbf472-10c5-420b-ac53-04001e58378a","block_type":"box","text":"have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Fund,","page_number":70,"box":{"x":116,"y":584,"width":739,"height":11}},{"id":"b8bdd5e1-fdc3-481e-b995-abfd604fac1b","block_type":"box","text":"particularly, but not limited to, with respect to small capitalization, emerging market or less liquid strategies.","page_number":70,"box":{"x":116,"y":599,"width":732,"height":12}},{"id":"9935c40d-67f3-437c-877a-0ae580dcacaa","block_type":"box","text":"This may occur with respect to BlackRock-advised accounts when investment decisions regarding the Fund are","page_number":70,"box":{"x":116,"y":615,"width":750,"height":11}},{"id":"5c99946a-ec24-4e74-b49c-ecb64d4f3b12","block_type":"box","text":"based on research or other information that is also used to support decisions for other accounts. When BlackRock","page_number":70,"box":{"x":116,"y":630,"width":765,"height":12}},{"id":"c182ec25-8d41-4de7-962e-594f41d32b42","block_type":"box","text":"implements a portfolio decision or strategy on behalf of another account ahead of, or contemporaneously with,","page_number":70,"box":{"x":116,"y":646,"width":745,"height":11}},{"id":"2a7b2143-3e6c-4b91-8036-379beff43106","block_type":"box","text":"similar decisions or strategies for the Fund, market impact, liquidity constraints, or other factors could result in","page_number":70,"box":{"x":117,"y":661,"width":747,"height":12}},{"id":"642b880d-4fdf-4720-ac67-e5d96b803866","block_type":"box","text":"the Fund receiving less favorable trading results and the costs of implementing such decisions or strategies could","page_number":70,"box":{"x":116,"y":677,"width":761,"height":11}},{"id":"f053d342-b2d1-4074-99ac-cd2c23bc8a20","block_type":"box","text":"be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to implement","page_number":70,"box":{"x":116,"y":692,"width":760,"height":12}},{"id":"576272c0-1299-440a-bb2b-c8b7474f0e7b","block_type":"box","text":"internal policies and procedures designed to limit such consequences, which may cause the Fund to be unable to","page_number":70,"box":{"x":116,"y":708,"width":756,"height":11}},{"id":"78814b0d-19c9-43ed-9d07-8dbffda52b7a","block_type":"box","text":"engage in certain activities, including purchasing or disposing of securities, when it might otherwise be desirable","page_number":70,"box":{"x":116,"y":723,"width":761,"height":12}},{"id":"91bf3d9a-5fdd-499d-ac84-591cf5559d15","block_type":"box","text":"for it to do so. Conflicts may also arise because portfolio decisions regarding the Fund may benefit other","page_number":70,"box":{"x":116,"y":739,"width":705,"height":11}},{"id":"7289d470-e6c7-4d6e-8cb2-baa7acab2989","block_type":"box","text":"accounts managed by BlackRock. For example, the sale of a long position or establishment of a short position by","page_number":70,"box":{"x":116,"y":754,"width":762,"height":12}},{"id":"94d9cbd8-fc19-43a9-abf6-12739add36ce","block_type":"box","text":"the Fund may impair the price of the same security sold short by (and therefore benefit) BlackRock or its other","page_number":70,"box":{"x":116,"y":770,"width":747,"height":11}},{"id":"9a2874d4-696c-458d-a411-2fd40c098b7e","block_type":"box","text":"accounts or funds, and the purchase of a security or covering of a short position in a security by the Fund may","page_number":70,"box":{"x":116,"y":785,"width":740,"height":12}},{"id":"e3d180b0-0d0c-4bc6-b154-b820991958fd","block_type":"box","text":"increase the price of the same security held by (and therefore benefit) BlackRock or its other accounts or funds.","page_number":70,"box":{"x":116,"y":801,"width":750,"height":11}},{"id":"18a639d6-10ed-4bd7-b9b3-bf6d98fd267c","block_type":"box","text":"BlackRock, on behalf of other client accounts, on the one hand, and the Fund, on the other hand, may invest","page_number":70,"box":{"x":150,"y":832,"width":728,"height":11}},{"id":"a049cd00-08cc-466f-9707-238e2b157b4b","block_type":"box","text":"in or extend credit to different parts of the capital structure of a single issuer. BlackRock may pursue rights,","page_number":70,"box":{"x":116,"y":847,"width":725,"height":12}},{"id":"d2c814a1-f1aa-4f63-af3c-f57aa4ca6ba2","block_type":"box","text":"provide advice or engage in other activities, or refrain from pursuing rights, providing advice or engaging in","page_number":70,"box":{"x":116,"y":863,"width":729,"height":11}},{"id":"0d9d2897-5d54-47cf-b644-513392db752e","block_type":"box","text":"other activities, on behalf of other clients with respect to an issuer in which the Fund has invested, and such","page_number":70,"box":{"x":116,"y":878,"width":725,"height":12}},{"id":"9c245160-c208-4e20-b0f1-f17140267910","block_type":"box","text":"S-67","page_number":70,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"ddfc54c1-681d-4bc3-9c54-75d93c24a935","block_type":"box","text":"NM1026U-5982768-70/119","page_number":70,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"c536bfd8-a1cb-4183-87cf-b09c7776066a","block_type":"box","text":"actions (or refraining from action) may have a material adverse effect on the Fund. In situations in which clients","page_number":71,"box":{"x":116,"y":88,"width":756,"height":11}},{"id":"fd9025de-5c76-42c1-a46c-a480165230a0","block_type":"box","text":"of BlackRock (including the Fund) hold positions in multiple parts of the capital structure of an issuer,","page_number":71,"box":{"x":116,"y":103,"width":691,"height":12}},{"id":"d06b0a1f-3f21-4976-9097-d0dd0522a99e","block_type":"box","text":"BlackRock may not pursue certain actions or remedies that may be available to the Fund, as a result of legal and","page_number":71,"box":{"x":116,"y":119,"width":757,"height":11}},{"id":"3d088968-0506-4234-8df1-3c919169f73f","block_type":"box","text":"regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest based","page_number":71,"box":{"x":116,"y":134,"width":748,"height":12}},{"id":"44835445-53e9-42b1-ac18-fd85f7d97c16","block_type":"box","text":"on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on","page_number":71,"box":{"x":116,"y":150,"width":712,"height":11}},{"id":"d4b7cc0d-a209-44a1-aec6-997afc7b2fe8","block_type":"box","text":"information barriers between different business units or portfolio management teams. BlackRock may also","page_number":71,"box":{"x":116,"y":165,"width":719,"height":12}},{"id":"2ead3bbf-a30b-4199-8d18-95d19ded1b50","block_type":"box","text":"determine to rely on the actions of similarly situated holders of loans or securities rather than, or in connection","page_number":71,"box":{"x":116,"y":181,"width":745,"height":11}},{"id":"4cedd528-12aa-4285-a95e-e6fbac8539de","block_type":"box","text":"with, taking such actions itself on behalf of the Fund.","page_number":71,"box":{"x":116,"y":196,"width":358,"height":12}},{"id":"0385fd30-f222-4955-94ac-c97f997e909e","block_type":"box","text":"In addition, to the extent permitted by applicable law, the Fund may invest its assets in other funds advised","page_number":71,"box":{"x":150,"y":230,"width":720,"height":11}},{"id":"ecb25a8d-3aa3-42f7-8148-6b72b996f004","block_type":"box","text":"by BlackRock, including funds that are managed by one or more of the same portfolio managers, which could","page_number":71,"box":{"x":116,"y":245,"width":741,"height":12}},{"id":"21f99e63-e683-427b-9f80-837acfa03410","block_type":"box","text":"result in conflicts of interest relating to asset allocation, timing of Fund purchases and redemptions, and increased","page_number":71,"box":{"x":116,"y":261,"width":767,"height":11}},{"id":"a2ccded6-ce7a-4a93-92ba-b1758d3ba9bb","block_type":"box","text":"remuneration and profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":71,"box":{"x":116,"y":276,"width":651,"height":12}},{"id":"afbc54dd-3381-44cd-a032-ebcd4249dc16","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not","page_number":71,"box":{"x":150,"y":310,"width":727,"height":11}},{"id":"6267d6b4-fa91-4c0c-a0d2-9a78f12dcfe2","block_type":"box","text":"limited to, marketing and promotional activities and presentations, educational training programs and","page_number":71,"box":{"x":116,"y":325,"width":683,"height":12}},{"id":"635f3a87-91aa-43f7-9649-7a3dc9256004","block_type":"box","text":"conferences) for registered representatives, other professionals and individual investors. 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BlackRock may (but is not required to) effect purchases and","page_number":71,"box":{"x":116,"y":421,"width":730,"height":11}},{"id":"760b28c2-f027-45c7-90ba-1ac86455806d","block_type":"box","text":"sales between BlackRock clients (“cross trades”), including the Fund, if BlackRock believes such transactions","page_number":71,"box":{"x":117,"y":436,"width":741,"height":12}},{"id":"c4af8947-daf0-45ed-8c58-35db38de3505","block_type":"box","text":"are appropriate based on each party’s investment objectives and guidelines, subject to applicable law and","page_number":71,"box":{"x":116,"y":452,"width":708,"height":11}},{"id":"edc9b855-4ea7-4f41-a2b1-b18ce88dc49a","block_type":"box","text":"regulation. There may be potential conflicts of interest or regulatory issues relating to these transactions which","page_number":71,"box":{"x":116,"y":467,"width":745,"height":12}},{"id":"02ac1c96-3e59-43c7-9391-99d0dae4abc2","block_type":"box","text":"could limit BlackRock’s decision to engage in these transactions for the Fund. BlackRock may have a potentially","page_number":71,"box":{"x":116,"y":483,"width":763,"height":11}},{"id":"065b10e9-9bdc-40cb-bf92-98fc459db949","block_type":"box","text":"conflicting division of loyalties and responsibilities to the parties in such transactions.","page_number":71,"box":{"x":116,"y":498,"width":578,"height":12}},{"id":"d7d92014-d4e5-4d91-8024-b46a86e802e9","block_type":"box","text":"BlackRock and its clients may pursue or enforce rights with respect to an issuer in which the Fund has","page_number":71,"box":{"x":150,"y":532,"width":689,"height":11}},{"id":"9ef7ce30-90f6-4a2a-b629-282d973fe382","block_type":"box","text":"invested, and those activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity","page_number":71,"box":{"x":116,"y":547,"width":745,"height":12}},{"id":"f384e15d-6538-47eb-a74c-7da6557aa454","block_type":"box","text":"and terms of the Fund’s investments may be negatively impacted by the activities of BlackRock or its clients, and","page_number":71,"box":{"x":116,"y":563,"width":766,"height":11}},{"id":"47d10098-ad4b-427d-aa7e-e4d200958bb6","block_type":"box","text":"transactions for the Fund may be impaired or effected at prices or terms that may be less favorable than would","page_number":71,"box":{"x":116,"y":578,"width":743,"height":12}},{"id":"b555ba2e-2188-4efc-858f-e5c35b8f5251","block_type":"box","text":"otherwise have been the case.","page_number":71,"box":{"x":116,"y":594,"width":198,"height":9}},{"id":"756d9fd2-daca-4627-bfff-3cfcae86ec3b","block_type":"box","text":"The results of the Fund’s investment activities may differ significantly from the results achieved by","page_number":71,"box":{"x":150,"y":627,"width":670,"height":12}},{"id":"0c0c2a02-f703-4696-b7ab-c65acc4315db","block_type":"box","text":"BlackRock for its proprietary accounts or other accounts (including investment companies or collective","page_number":71,"box":{"x":116,"y":643,"width":697,"height":11}},{"id":"da8c3b12-fa74-4bec-a87c-0c3c14df42da","block_type":"box","text":"investment vehicles) that it manages or advises. It is possible that one or more accounts managed or advised by","page_number":71,"box":{"x":116,"y":658,"width":749,"height":12}},{"id":"7ac36dfc-aae2-46aa-ba49-b4128bb825b2","block_type":"box","text":"BlackRock and such other accounts will achieve investment results that are substantially more or less favorable","page_number":71,"box":{"x":116,"y":674,"width":751,"height":11}},{"id":"b0f3fbf5-d875-44a8-911a-211a1c7788da","block_type":"box","text":"than the results achieved by the Fund. Moreover, it is possible that the Fund will sustain losses during periods in","page_number":71,"box":{"x":116,"y":689,"width":757,"height":12}},{"id":"cc6fda77-a23a-4915-8553-3264b6e12041","block_type":"box","text":"which one or more proprietary or other accounts managed or advised by BlackRock achieve significant profits.","page_number":71,"box":{"x":116,"y":705,"width":748,"height":11}},{"id":"f70b950e-bb7a-44b8-bdee-fec7106fdb9d","block_type":"box","text":"The opposite result is also possible.","page_number":71,"box":{"x":116,"y":720,"width":238,"height":12}},{"id":"c661b964-bf91-4b56-827b-46c835939f48","block_type":"box","text":"From time to time, the Fund may be restricted from purchasing or selling securities, or from engaging in","page_number":71,"box":{"x":150,"y":754,"width":703,"height":11}},{"id":"1f9bb29a-1f7a-428b-8959-5c1983ef7a10","block_type":"box","text":"other investment activities because of regulatory, legal or contractual requirements applicable to BlackRock or","page_number":71,"box":{"x":116,"y":769,"width":747,"height":12}},{"id":"207af4b2-8f11-43cf-8c4f-1397fcdcf54a","block_type":"box","text":"other accounts managed or advised by BlackRock, and/or the internal policies of BlackRock designed to comply","page_number":71,"box":{"x":116,"y":785,"width":759,"height":11}},{"id":"12832722-4cdd-4b26-aa64-8ceece205e6c","block_type":"box","text":"with such requirements. As a result, there may be periods, for example, when BlackRock will not initiate or","page_number":71,"box":{"x":116,"y":800,"width":726,"height":12}},{"id":"dafac92e-1b6f-4d3a-806d-fef8b7de6431","block_type":"box","text":"recommend certain types of transactions in certain securities or instruments with respect to which BlackRock is","page_number":71,"box":{"x":116,"y":816,"width":752,"height":11}},{"id":"e690dd6e-75b9-406d-ab79-8a0e8ae8fcac","block_type":"box","text":"performing services or when position limits have been reached. For example, the investment activities of","page_number":71,"box":{"x":116,"y":831,"width":708,"height":12}},{"id":"552353f9-6e87-4f77-b7a9-188e98168940","block_type":"box","text":"BlackRock for its proprietary accounts and accounts under its management may limit the investment","page_number":71,"box":{"x":116,"y":847,"width":678,"height":12}},{"id":"de147ba1-1dcb-4e44-88d5-193d980c98f0","block_type":"box","text":"opportunities for the Fund in certain emerging and other markets in which limitations are imposed upon the","page_number":71,"box":{"x":116,"y":862,"width":725,"height":12}},{"id":"bcd7f457-78cb-47f3-802a-2e587e79887a","block_type":"box","text":"amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":71,"box":{"x":116,"y":878,"width":633,"height":12}},{"id":"95d8f3c4-590d-4459-b2a1-a110ae3e3cb8","block_type":"box","text":"S-68","page_number":71,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"164fc31d-28a9-4f84-a077-107c8d1b56f6","block_type":"box","text":"NM1026U-5982768-71/119","page_number":71,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"ab97b7da-2893-4770-bf54-4de8e5b07795","block_type":"box","text":"In connection with its management of the Fund, BlackRock may have access to certain fundamental analysis","page_number":72,"box":{"x":150,"y":88,"width":732,"height":11}},{"id":"69732675-05c2-4ca4-a3af-f9c3e3f6baa4","block_type":"box","text":"and proprietary technical models developed by BlackRock. BlackRock will not be under any obligation,","page_number":72,"box":{"x":116,"y":103,"width":701,"height":12}},{"id":"4585487f-9665-4cc4-b00d-47372508aad3","block_type":"box","text":"however, to effect transactions on behalf of the Fund in accordance with such analysis and models. In addition,","page_number":72,"box":{"x":116,"y":119,"width":748,"height":11}},{"id":"54e5a9f7-f070-49c6-bdba-148b0842c089","block_type":"box","text":"BlackRock will not have any obligation to make available any information regarding its proprietary activities or","page_number":72,"box":{"x":116,"y":134,"width":755,"height":12}},{"id":"75135b9c-1f23-4fe6-b413-25ffcb0de4e3","block_type":"box","text":"strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the","page_number":72,"box":{"x":117,"y":150,"width":693,"height":11}},{"id":"5445ad7e-2737-4f9b-a5ee-077b556e4bc1","block_type":"box","text":"management of the Fund and it is not anticipated that BlackRock will have access to such information for the","page_number":72,"box":{"x":116,"y":165,"width":737,"height":12}},{"id":"49cbb49b-96bc-4ef4-8bcb-2d7cbb907283","block_type":"box","text":"purpose of managing the Fund. The proprietary activities or portfolio strategies of BlackRock, or the activities or","page_number":72,"box":{"x":116,"y":181,"width":762,"height":11}},{"id":"c02ed95f-c31c-4480-a2c1-ceda00b505cc","block_type":"box","text":"strategies used for accounts managed by BlackRock or other client accounts could conflict with the transactions","page_number":72,"box":{"x":117,"y":196,"width":752,"height":12}},{"id":"780bd1d7-3faa-4645-bb1d-c6e57d2dfd37","block_type":"box","text":"and strategies employed by BlackRock in managing the Fund.","page_number":72,"box":{"x":116,"y":212,"width":418,"height":11}},{"id":"7b752367-4a38-4ac2-a567-201febcb7883","block_type":"box","text":"The Fund may be included in investment models developed by BlackRock for use by clients and financial","page_number":72,"box":{"x":150,"y":240,"width":713,"height":12}},{"id":"db30a0aa-f23e-4b45-9811-ff54825c286c","block_type":"box","text":"advisors. To the extent clients invest in these investment models and increase the assets under management of the","page_number":72,"box":{"x":116,"y":255,"width":766,"height":12}},{"id":"c29efbac-ecca-4f11-84d6-94fda7c84da4","block_type":"box","text":"Fund, the investment management fee amounts paid by the Fund to BlackRock may also increase. The net asset","page_number":72,"box":{"x":116,"y":271,"width":753,"height":12}},{"id":"bb517c6e-dcbe-4c41-880a-3d407f42c18a","block_type":"box","text":"value and liquidity of the Fund may be impacted by purchases and sales of the Fund by model-driven investment","page_number":72,"box":{"x":116,"y":286,"width":761,"height":12}},{"id":"af28aa38-610f-444d-a80a-632d2532415a","block_type":"box","text":"portfolios, as well as by BlackRock itself and by its advisory clients.","page_number":72,"box":{"x":116,"y":302,"width":461,"height":12}},{"id":"21d11f99-7a0e-4527-b831-215c54e575ad","block_type":"box","text":"In addition, certain principals and certain employees of the Fund’s investment adviser are also principals or","page_number":72,"box":{"x":150,"y":330,"width":724,"height":12}},{"id":"f40af6b7-795a-4c64-875e-d6a5d4b3e0ff","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may","page_number":72,"box":{"x":116,"y":346,"width":757,"height":11}},{"id":"1c8892b3-e788-41f5-8909-e08f1f494354","block_type":"box","text":"have obligations to such other business units or entities or their clients and such obligations to other business","page_number":72,"box":{"x":116,"y":361,"width":733,"height":12}},{"id":"74f91a7a-3031-4609-8c9f-e8b0a1cf1192","block_type":"box","text":"units or entities or their clients may be a consideration of which investors in the Fund should be aware.","page_number":72,"box":{"x":116,"y":377,"width":692,"height":11}},{"id":"74fe473b-7883-4503-99e6-b5dc09f4da69","block_type":"box","text":"BlackRock may enter into transactions and invest in securities, instruments and currencies on behalf of the","page_number":72,"box":{"x":150,"y":405,"width":719,"height":12}},{"id":"b43259d8-4460-4a3f-b2ca-f25c16b3c9bc","block_type":"box","text":"Fund in which clients of BlackRock, or, to the extent permitted by the Commission and applicable law,","page_number":72,"box":{"x":116,"y":421,"width":695,"height":11}},{"id":"3900d25f-0288-4c66-a11f-47919e0e3b9f","block_type":"box","text":"BlackRock, serves as the counterparty, principal or issuer. In such cases, such party’s interests in the transaction","page_number":72,"box":{"x":116,"y":436,"width":756,"height":12}},{"id":"f9446662-2571-447c-b2c8-4aa099b2ccdc","block_type":"box","text":"will be adverse to the interests of the Fund, and such party may have no incentive to assure that the Fund obtains","page_number":72,"box":{"x":116,"y":452,"width":759,"height":11}},{"id":"ec7d89e9-7dba-4749-8907-df696f6fedf4","block_type":"box","text":"the best possible prices or terms in connection with the transactions. In addition, the purchase, holding and sale","page_number":72,"box":{"x":116,"y":467,"width":749,"height":12}},{"id":"d618f005-51e8-4fbb-9716-ed0fad106718","block_type":"box","text":"of such investments by the Fund may enhance the profitability of BlackRock.","page_number":72,"box":{"x":116,"y":483,"width":521,"height":11}},{"id":"aefbe6d5-f42c-42a6-9df2-9fc13628ef56","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or","page_number":72,"box":{"x":150,"y":511,"width":704,"height":12}},{"id":"b8968fc2-a6da-4255-b142-8d47c56f8915","block_type":"box","text":"instruments of which may be those in which the Fund invests or which may be based on the performance of the","page_number":72,"box":{"x":116,"y":527,"width":750,"height":11}},{"id":"bdb86655-0546-4854-834e-919fe5987dd7","block_type":"box","text":"Fund. Additionally, an affiliate of BlackRock will create, write or issue options, which may be based on the","page_number":72,"box":{"x":116,"y":542,"width":726,"height":12}},{"id":"976aab35-f930-4bc1-9cb2-29c2d561c73f","block_type":"box","text":"performance of certain BlackRock-advised funds. BlackRock has entered into an arrangement with Markit","page_number":72,"box":{"x":116,"y":558,"width":718,"height":11}},{"id":"ed0f83f2-16ad-4a3f-a961-c1ed8a59c084","block_type":"box","text":"Indices Limited, the index provider for underlying fixed-income indexes used by certain iShares ETFs, related to","page_number":72,"box":{"x":116,"y":573,"width":761,"height":12}},{"id":"a45df69c-093b-4ec8-8876-860b54223ebc","block_type":"box","text":"derivative fixed-income products that are based on such iShares ETFs. Trading activity in these derivative","page_number":72,"box":{"x":116,"y":589,"width":715,"height":11}},{"id":"14c763c9-bf26-40d0-bfca-388d3b25abfb","block_type":"box","text":"products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":72,"box":{"x":116,"y":604,"width":716,"height":12}},{"id":"10f576fe-be9c-4d0a-9f6d-7e583942d914","block_type":"box","text":"respect to these iShares ETFs and increased assets under management for BlackRock.","page_number":72,"box":{"x":116,"y":620,"width":577,"height":11}},{"id":"ecb50eff-2270-4882-bccc-909d76590abf","block_type":"box","text":"The Fund may, subject to applicable law, purchase investments that are the subject of an underwriting or","page_number":72,"box":{"x":150,"y":648,"width":706,"height":12}},{"id":"52c7b325-a8d8-4631-92e3-070fba419cae","block_type":"box","text":"other distribution by BlackRock and may also enter into transactions with other clients of BlackRock where such","page_number":72,"box":{"x":116,"y":663,"width":762,"height":12}},{"id":"b685abb8-5f0e-4b8a-815d-3757bb8e0b0f","block_type":"box","text":"other clients have interests adverse to those of the Fund. At times, these activities may cause business units or","page_number":72,"box":{"x":116,"y":679,"width":740,"height":12}},{"id":"0ba9295a-4e08-4074-8a4b-ee0ef03aca8d","block_type":"box","text":"entities within BlackRock to give advice to clients that may cause these clients to take actions adverse to the","page_number":72,"box":{"x":116,"y":694,"width":730,"height":12}},{"id":"0fc63e69-35af-4eaf-89ff-2ffc3a89651d","block_type":"box","text":"interests of the Fund. To the extent such transactions are permitted, the Fund will deal with BlackRock on an","page_number":72,"box":{"x":116,"y":710,"width":734,"height":12}},{"id":"6344ce37-84b0-4c20-b1b4-16d36c1fea0c","block_type":"box","text":"arms-length basis.","page_number":72,"box":{"x":116,"y":725,"width":121,"height":12}},{"id":"2f8cc837-97d8-4ec6-9116-e2664d02ca97","block_type":"box","text":"To the extent authorized by applicable law, BlackRock may act as broker, dealer, agent, lender or adviser or","page_number":72,"box":{"x":150,"y":754,"width":728,"height":11}},{"id":"650d53c0-7475-46b7-b52d-0bbdbf91b69d","block_type":"box","text":"in other commercial capacities for the Fund. It is anticipated that the commissions, mark-ups, mark-downs,","page_number":72,"box":{"x":116,"y":769,"width":721,"height":12}},{"id":"15e08e64-6077-42f8-ba91-898eff896cd9","block_type":"box","text":"financial advisory fees, underwriting and placement fees, sales fees, financing and commitment fees, brokerage","page_number":72,"box":{"x":116,"y":785,"width":751,"height":11}},{"id":"29db9cf8-7887-46d2-ba87-30b488ed546a","block_type":"box","text":"fees, other fees, compensation or profits, rates, terms and conditions charged by BlackRock will be in its view","page_number":72,"box":{"x":116,"y":800,"width":742,"height":12}},{"id":"18e4ab5f-3ba9-4e76-9be9-bfa0593473b1","block_type":"box","text":"commercially reasonable, although BlackRock, including its sales personnel, will have an interest in obtaining","page_number":72,"box":{"x":116,"y":816,"width":744,"height":11}},{"id":"ffa75be5-4c07-4bba-8839-24154e4909c6","block_type":"box","text":"fees and other amounts that are favorable to BlackRock and such sales personnel, which may have an adverse","page_number":72,"box":{"x":116,"y":831,"width":739,"height":12}},{"id":"3f476b10-d182-47ed-867b-5d0ed918332e","block_type":"box","text":"effect on the Fund. Index based funds may use an index provider that is affiliated with another service provider","page_number":72,"box":{"x":116,"y":847,"width":749,"height":12}},{"id":"441cbe85-287c-4b41-90b0-34aae033c6ea","block_type":"box","text":"of the Fund or BlackRock that acts as a broker, dealer, agent, lender or in other commercial capacities for the","page_number":72,"box":{"x":116,"y":862,"width":736,"height":12}},{"id":"b3e3169d-9c2d-4fa9-8271-e6fa691d2769","block_type":"box","text":"Fund or BlackRock.","page_number":72,"box":{"x":116,"y":878,"width":135,"height":9}},{"id":"3c72ae45-11ca-48d6-9894-b4e7cd655971","block_type":"box","text":"S-69","page_number":72,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"41a52aaa-2ac2-4398-a5e1-e2c4ebcb8d6e","block_type":"box","text":"NM1026U-5982768-72/119","page_number":72,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"f138a3ad-e1bf-4d0a-baf2-68954b954da5","block_type":"box","text":"Subject to applicable law, BlackRock (and its personnel and other distributors) will be entitled to retain fees","page_number":73,"box":{"x":150,"y":88,"width":727,"height":11}},{"id":"9203d25d-f728-4866-a5c8-dc1e58cdc63b","block_type":"box","text":"and other amounts that they receive in connection with their service to the Fund as broker, dealer, agent, lender,","page_number":73,"box":{"x":116,"y":103,"width":753,"height":12}},{"id":"ff71f49f-8332-4627-9409-627ef85d525c","block_type":"box","text":"adviser or in other commercial capacities. No accounting to the Fund or their shareholders will be required, and","page_number":73,"box":{"x":116,"y":119,"width":752,"height":11}},{"id":"7e71e17a-930f-445c-86a5-9d0a28694266","block_type":"box","text":"no fees or other compensation payable by the Fund or its shareholders will be reduced by reason of receipt by","page_number":73,"box":{"x":116,"y":134,"width":739,"height":12}},{"id":"262d62e9-5a37-42f1-b068-3287ae795066","block_type":"box","text":"BlackRock of any such fees or other amounts.","page_number":73,"box":{"x":116,"y":150,"width":309,"height":11}},{"id":"2d4530b4-bc3e-4f85-a6cd-1b2041f729bf","block_type":"box","text":"When BlackRock acts as broker, dealer, agent, adviser or in other commercial capacities in relation to the","page_number":73,"box":{"x":149,"y":181,"width":712,"height":11}},{"id":"03fe9ada-981c-41ee-b7a1-81365d8a5199","block_type":"box","text":"Fund, BlackRock may take commercial steps in its own interests, which may have an adverse effect on the Fund.","page_number":73,"box":{"x":116,"y":196,"width":761,"height":12}},{"id":"e1b9ab17-c94f-495e-a8cc-a5844ede2e53","block_type":"box","text":"The Fund will be required to establish business relationships with its counterparties based on the Fund’s","page_number":73,"box":{"x":150,"y":227,"width":701,"height":12}},{"id":"47d55654-b9b1-4cd7-ad7e-b0f91b320b1e","block_type":"box","text":"own credit standing. BlackRock will not have any obligation to allow its credit to be used in connection with the","page_number":73,"box":{"x":116,"y":243,"width":758,"height":11}},{"id":"82565523-c78f-43f7-8c5e-6a04f099279d","block_type":"box","text":"Fund’s establishment of its business relationships, nor is it expected that the Fund’s counterparties will rely on","page_number":73,"box":{"x":116,"y":258,"width":745,"height":12}},{"id":"a9a037ca-3c2c-49f4-b2cd-30c908dc5eae","block_type":"box","text":"the credit of BlackRock in evaluating the Fund’s creditworthiness.","page_number":73,"box":{"x":116,"y":274,"width":446,"height":11}},{"id":"e5b4f9df-9bb5-432f-816d-92a77d98a840","block_type":"box","text":"BlackRock Investment Management, LLC (“BIM”) or BlackRock Institutional Trust Company, N.A.","page_number":73,"box":{"x":150,"y":305,"width":681,"height":11}},{"id":"c29ecf00-75a9-4185-b476-646eb080a222","block_type":"box","text":"(“BTC”), as applicable, each an affiliate of BlackRock, pursuant to SEC exemptive relief, acts as securities","page_number":73,"box":{"x":116,"y":320,"width":721,"height":12}},{"id":"0a0f45bf-dbc2-4b8e-9c7d-0b61312df886","block_type":"box","text":"lending agent to, and receives a share of securities lending revenues from, the Fund. BlackRock will also receive","page_number":73,"box":{"x":116,"y":336,"width":760,"height":11}},{"id":"97b77a14-279c-4b92-be84-7e8c0f4d0efd","block_type":"box","text":"compensation for managing the reinvestment of the cash collateral from securities lending. There are potential","page_number":73,"box":{"x":116,"y":351,"width":744,"height":12}},{"id":"226c603c-9bba-4f41-a352-e024c7c34632","block_type":"box","text":"conflicts of interests in managing a securities lending program, including but not limited to: (i) BlackRock as","page_number":73,"box":{"x":116,"y":367,"width":735,"height":11}},{"id":"1a404a62-2a12-4da0-b25f-c80f4889da9f","block_type":"box","text":"securities lending agent may have an incentive to, among other things, increase or decrease the amount of","page_number":73,"box":{"x":117,"y":382,"width":712,"height":12}},{"id":"22588944-136e-4bf4-8745-5c5c805ceeb8","block_type":"box","text":"securities on loan or to lend particular securities in order to generate additional risk-adjusted revenue for","page_number":73,"box":{"x":117,"y":398,"width":703,"height":11}},{"id":"bab38b89-4c9f-4732-81d3-8f6b8fc163ad","block_type":"box","text":"BlackRock and its affiliates; and (ii) BlackRock as securities lending agent may have an incentive to allocate","page_number":73,"box":{"x":116,"y":413,"width":735,"height":12}},{"id":"a568feb1-cd91-45ed-a284-d512b2f8af21","block_type":"box","text":"loans to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to","page_number":73,"box":{"x":116,"y":429,"width":758,"height":11}},{"id":"e26bb86c-0240-46db-a3f1-7a1e890dfb23","block_type":"box","text":"mitigate this conflict by providing its securities lending clients with equal lending opportunities over time in","page_number":73,"box":{"x":116,"y":444,"width":730,"height":12}},{"id":"80eb09ca-1146-4620-bb8e-ad0a2a9fe24d","block_type":"box","text":"order to approximate pro rata allocation.","page_number":73,"box":{"x":116,"y":460,"width":271,"height":11}},{"id":"3d5ed8ba-22e2-4f7d-b624-da85388d0214","block_type":"box","text":"As part of its securities lending program, BlackRock indemnifies the Fund and certain other clients and/or","page_number":73,"box":{"x":150,"y":491,"width":715,"height":11}},{"id":"63102c1d-09c5-48cd-adde-3f227b97e24a","block_type":"box","text":"funds against a shortfall in collateral in the event of borrower default. On a regular basis, BlackRock calculates","page_number":73,"box":{"x":116,"y":506,"width":748,"height":12}},{"id":"5270856d-c7b7-4d9b-84c1-1446412705be","block_type":"box","text":"the potential dollar exposure of collateral shortfall resulting from a borrower default (“shortfall risk”) in the","page_number":73,"box":{"x":116,"y":522,"width":725,"height":11}},{"id":"e2841071-4c6a-488f-bc31-438540d4a53e","block_type":"box","text":"securities lending program. BlackRock establishes program-wide borrower limits (“credit limits”) to actively","page_number":73,"box":{"x":117,"y":537,"width":734,"height":12}},{"id":"ae83b146-52e2-48dc-bff2-b2b72591d917","block_type":"box","text":"manage borrower-specific credit exposure. BlackRock oversees the risk model that calculates projected collateral","page_number":73,"box":{"x":116,"y":553,"width":764,"height":11}},{"id":"b93da2ef-3488-48e2-bafe-0f09ced2eb6b","block_type":"box","text":"shortfall values using loan-level factors such as loan and collateral type and market value as well as specific","page_number":73,"box":{"x":117,"y":568,"width":727,"height":12}},{"id":"a6973072-3585-47ff-9480-f0df88020ee9","block_type":"box","text":"borrower credit characteristics. When necessary, BlackRock may adjust securities lending program attributes by","page_number":73,"box":{"x":116,"y":584,"width":756,"height":11}},{"id":"ce784ef9-d0fb-4353-99d5-f765accb89b9","block_type":"box","text":"restricting eligible collateral or reducing borrower credit limits. As a result, the management of program-wide","page_number":73,"box":{"x":116,"y":599,"width":741,"height":12}},{"id":"19a689c8-b63c-4528-bd6f-5d6ed46727dd","block_type":"box","text":"exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":73,"box":{"x":116,"y":615,"width":740,"height":11}},{"id":"06361026-6614-413e-bf47-4f4ee786cee4","block_type":"box","text":"activity BlackRock may conduct at any given point in time by reducing the volume of lending opportunities for","page_number":73,"box":{"x":116,"y":630,"width":751,"height":12}},{"id":"7383e720-42de-4b87-9c60-90bf5cb8f288","block_type":"box","text":"certain loans (including by asset type, collateral type and/or revenue profile).","page_number":73,"box":{"x":116,"y":646,"width":518,"height":11}},{"id":"c059f328-de36-45a7-96de-4ea9b2ad2889","block_type":"box","text":"BlackRock may decline to make a securities loan on behalf of the Fund, discontinue lending on behalf of the","page_number":73,"box":{"x":150,"y":677,"width":732,"height":11}},{"id":"71f7d403-3920-4dd7-985d-d845cef42427","block_type":"box","text":"Fund or terminate a securities loan on behalf of the Fund for any reason, including but not limited to regulatory","page_number":73,"box":{"x":116,"y":692,"width":750,"height":12}},{"id":"629b7728-b2e3-4594-8096-242a6fff9946","block_type":"box","text":"requirements and/or market rules, liquidity considerations, or credit considerations, which may impact the Fund","page_number":73,"box":{"x":116,"y":708,"width":754,"height":11}},{"id":"ba2ea7ea-dccd-4f49-95a0-96268fa4f5fa","block_type":"box","text":"by reducing or eliminating the volume of lending opportunities for certain types of loans, loans in particular","page_number":73,"box":{"x":116,"y":723,"width":727,"height":12}},{"id":"63b4cbcc-49e2-4336-ab75-432abc2e7686","block_type":"box","text":"markets, loans of particular securities or types of securities, or for loans overall. In addition, some borrowers may","page_number":73,"box":{"x":116,"y":739,"width":765,"height":11}},{"id":"139b0c77-5d63-4984-8604-e5edaa9a6a63","block_type":"box","text":"prefer certain BlackRock lenders that provide additional protections against lender default that are favored by","page_number":73,"box":{"x":116,"y":754,"width":739,"height":12}},{"id":"1c3b2dc6-7c9d-4269-b07f-87bb22250fde","block_type":"box","text":"their prudential regulation.","page_number":73,"box":{"x":116,"y":770,"width":179,"height":11}},{"id":"d5c148ac-c112-4c21-89af-e9f4123e3f83","block_type":"box","text":"BlackRock uses a predetermined systematic process in order to approximate pro rata allocation over time. In","page_number":73,"box":{"x":150,"y":801,"width":732,"height":11}},{"id":"6945d6fc-0998-4d77-a909-5b1f7d9a80cc","block_type":"box","text":"order to allocate a loan to a portfolio: (i) BlackRock as a whole must have sufficient lending capacity pursuant to","page_number":73,"box":{"x":116,"y":816,"width":761,"height":12}},{"id":"aae1f37a-4e34-4a92-b8ca-d86ddf98529f","block_type":"box","text":"the various program limits (i.e. indemnification exposure limit and borrower credit limits); (ii) the lending","page_number":73,"box":{"x":116,"y":832,"width":715,"height":11}},{"id":"36da4eb2-b5ce-47a2-bb32-0bd590f210a4","block_type":"box","text":"portfolio must hold the asset at the time a loan opportunity arrives; and (iii) the lending portfolio must also have","page_number":73,"box":{"x":116,"y":847,"width":755,"height":12}},{"id":"d32e189d-3833-4be5-a390-bfe1643dbd18","block_type":"box","text":"enough inventory, either on its own or when aggregated with other portfolios into one single market delivery, to","page_number":73,"box":{"x":116,"y":863,"width":755,"height":11}},{"id":"f8130b93-5fa7-49bd-b8dd-98aae888d38c","block_type":"box","text":"satisfy the loan request. In doing so, BlackRock seeks to provide equal lending opportunities for all portfolios,","page_number":73,"box":{"x":117,"y":878,"width":742,"height":12}},{"id":"1ec9fc4e-2ce5-4556-b992-fa3fea055296","block_type":"box","text":"S-70","page_number":73,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"55721857-0110-4507-a185-1f304ffd0a73","block_type":"box","text":"NM1026U-5982768-73/119","page_number":73,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"85530b38-e29b-402a-a3d4-59073a0a749b","block_type":"box","text":"independent of whether BlackRock indemnifies the portfolio. Equal opportunities for lending portfolios does not","page_number":74,"box":{"x":116,"y":88,"width":760,"height":11}},{"id":"0217d3e1-1ded-464e-a3ed-bff52825a1fe","block_type":"box","text":"guarantee equal outcomes. Specifically, short and long-term outcomes for individual clients may vary due to","page_number":74,"box":{"x":116,"y":103,"width":732,"height":12}},{"id":"e4bab343-f077-4508-8b70-68f2bc08d632","block_type":"box","text":"asset mix, asset/liability spreads on different securities, and the overall limits imposed by the firm.","page_number":74,"box":{"x":116,"y":119,"width":663,"height":11}},{"id":"d671f960-f165-45d6-b449-50ea32b4b1a2","block_type":"box","text":"Purchases and sales of securities and other assets for the Fund may be aggregated with orders for other","page_number":74,"box":{"x":150,"y":147,"width":692,"height":12}},{"id":"b7a58589-7f45-4d49-b185-a5f7672d9bad","block_type":"box","text":"BlackRock client accounts, including with accounts that pay different transaction costs solely due to the fact that","page_number":74,"box":{"x":116,"y":162,"width":760,"height":12}},{"id":"ebb49848-c184-4ee2-8c13-6343918aa350","block_type":"box","text":"they have different research payment arrangements. BlackRock, however, is not required to aggregate orders if","page_number":74,"box":{"x":116,"y":178,"width":749,"height":12}},{"id":"efc1aa12-4f1f-4dfa-862b-888919628168","block_type":"box","text":"portfolio management decisions for different accounts are made separately, or if they determine that aggregating","page_number":74,"box":{"x":116,"y":193,"width":759,"height":12}},{"id":"96383a58-7f02-40d1-b269-dd1242d549ec","block_type":"box","text":"is not practicable or required, or in cases involving client direction.","page_number":74,"box":{"x":116,"y":209,"width":451,"height":12}},{"id":"1daae59b-edee-4325-90be-5a4225fcd842","block_type":"box","text":"Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the","page_number":74,"box":{"x":150,"y":237,"width":729,"height":12}},{"id":"39841bf8-6381-4131-a954-20be693c7f56","block_type":"box","text":"entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the","page_number":74,"box":{"x":116,"y":253,"width":731,"height":11}},{"id":"1cc3ba10-d8ba-40d4-9612-c94962750982","block_type":"box","text":"Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some","page_number":74,"box":{"x":116,"y":268,"width":761,"height":12}},{"id":"67950d3f-dd2a-401b-afbc-f8106b413455","block_type":"box","text":"occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged","page_number":74,"box":{"x":116,"y":284,"width":762,"height":11}},{"id":"84b46c9a-8373-4c91-bbf0-ca65d1d6c0bc","block_type":"box","text":"the same commission or commission equivalent rates in connection with an aggregated order.","page_number":74,"box":{"x":116,"y":299,"width":630,"height":12}},{"id":"af34ad22-b0c0-4e7e-92f7-cb5e42a0f803","block_type":"box","text":"As discussed in the section entitled “Portfolio Transactions and Brokerage” in this SAI, BlackRock, unless","page_number":74,"box":{"x":150,"y":328,"width":719,"height":11}},{"id":"55fbf851-ccb0-46f8-9f22-777c68cd6355","block_type":"box","text":"prohibited by applicable law, may cause the Fund or account to pay a broker or dealer a commission for effecting","page_number":74,"box":{"x":116,"y":343,"width":764,"height":12}},{"id":"28168f18-6b9b-4a9c-8b85-3c14468c0333","block_type":"box","text":"a transaction that exceeds the amount another broker or dealer would have charged for effecting the same","page_number":74,"box":{"x":116,"y":359,"width":710,"height":11}},{"id":"39c41bc8-4880-4f7b-b506-a9c9bc17bab3","block_type":"box","text":"transaction in recognition of the value of brokerage and research services provided by that broker or dealer.","page_number":74,"box":{"x":116,"y":374,"width":723,"height":12}},{"id":"35f0add2-baa7-468b-9ccb-2397d1b0f910","block_type":"box","text":"Under MiFID II, EU investment managers, including BIL, pay for research from brokers and dealers directly out","page_number":74,"box":{"x":116,"y":390,"width":761,"height":11}},{"id":"4e4f9e83-600f-4baa-b5e4-4951a66294eb","block_type":"box","text":"of their own resources, rather than through client commissions.","page_number":74,"box":{"x":116,"y":405,"width":425,"height":12}},{"id":"a44fd7d8-d646-40ac-a381-eda67bebcc6a","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Fund, other","page_number":74,"box":{"x":150,"y":434,"width":655,"height":11}},{"id":"e0147ae4-20c5-467d-8653-01ceedee0ad5","block_type":"box","text":"BlackRock client accounts or personnel, directly or through correspondent relationships, with research or other","page_number":74,"box":{"x":116,"y":449,"width":749,"height":12}},{"id":"5ca4a65d-3f59-44dc-9193-657130bce5e0","block_type":"box","text":"appropriate services which provide, in BlackRock’s view, appropriate assistance to BlackRock in the investment","page_number":74,"box":{"x":116,"y":465,"width":760,"height":11}},{"id":"b42e2e9a-b263-4d04-91ab-f271300ed5e9","block_type":"box","text":"decision-making process (including with respect to futures, fixed-price offerings and OTC transactions). Such","page_number":74,"box":{"x":116,"y":480,"width":741,"height":12}},{"id":"056656a9-cc11-4cae-a3b1-7bbc8cdf5ebf","block_type":"box","text":"research or other services may include, to the extent permitted by law, research reports on companies, industries","page_number":74,"box":{"x":116,"y":496,"width":755,"height":11}},{"id":"0d41e907-a82e-4d81-a198-fb6517287c17","block_type":"box","text":"and securities; economic and financial data; financial publications; proxy analysis; trade industry seminars;","page_number":74,"box":{"x":116,"y":511,"width":722,"height":12}},{"id":"b530e3e7-1ffa-41b3-9f60-cca712cc2ebd","block_type":"box","text":"computer data bases; research-oriented software and other services and products. research or other service","page_number":74,"box":{"x":116,"y":527,"width":715,"height":11}},{"id":"e797aeda-fccf-48dc-96f4-98b65b131fe2","block_type":"box","text":"arrangements. Such products and services may disproportionately benefit other BlackRock client accounts","page_number":74,"box":{"x":116,"y":542,"width":716,"height":12}},{"id":"925366d6-1ae6-42ae-b7de-915e7e209591","block_type":"box","text":"relative to the Fund based on the amount of brokerage commissions paid by the Fund and such other BlackRock","page_number":74,"box":{"x":116,"y":558,"width":756,"height":11}},{"id":"4c08530d-163d-4162-9c07-03aa4757c5a4","block_type":"box","text":"client accounts. For example, research or other services that are paid for through one client’s commissions may","page_number":74,"box":{"x":116,"y":573,"width":750,"height":12}},{"id":"4423076f-c10a-4f69-bb8c-76cea067dbd7","block_type":"box","text":"not be used in managing that client’s account. In addition, other BlackRock client accounts may receive the","page_number":74,"box":{"x":116,"y":589,"width":724,"height":11}},{"id":"ba532889-8e25-4887-acba-16c66e91983e","block_type":"box","text":"benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products","page_number":74,"box":{"x":116,"y":604,"width":762,"height":12}},{"id":"6f37b888-6b78-4379-b636-ad05b3d5184d","block_type":"box","text":"and services that may be provided to the Fund and to such other BlackRock client accounts. To the extent that","page_number":74,"box":{"x":116,"y":620,"width":741,"height":11}},{"id":"8d78874b-1a6b-4eb0-ab29-71f11a3be63d","block_type":"box","text":"BlackRock uses soft dollars, it will not have to pay for those products and services itself.","page_number":74,"box":{"x":116,"y":635,"width":597,"height":12}},{"id":"1b038576-b389-493a-bd83-23496922bdb3","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who,","page_number":74,"box":{"x":150,"y":663,"width":690,"height":12}},{"id":"08094d40-e280-4344-99a5-851d46f0e5b8","block_type":"box","text":"pursuant to such arrangements, provide research or other services in order to ensure the continued receipt of","page_number":74,"box":{"x":116,"y":679,"width":729,"height":12}},{"id":"007d1fce-23dc-49fc-821e-3e9489d02684","block_type":"box","text":"research or other services BlackRock believes are useful in its investment decision-making process. BlackRock","page_number":74,"box":{"x":116,"y":694,"width":751,"height":12}},{"id":"4c08d067-f21a-4d6f-8b51-65a0441f2cf6","block_type":"box","text":"may from time to time choose not to engage in the above described arrangements to varying degrees. BlackRock,","page_number":74,"box":{"x":116,"y":710,"width":764,"height":12}},{"id":"d376e37d-2ae0-4369-ae13-0eac9c3f278f","block_type":"box","text":"unless prohibited by applicable law, may also enter into commission sharing arrangements under which","page_number":74,"box":{"x":116,"y":725,"width":698,"height":12}},{"id":"234fb91a-c1ea-465c-8da8-8fa63f18d467","block_type":"box","text":"BlackRock may execute transactions through a broker-dealer and request that the broker-dealer allocate a portion","page_number":74,"box":{"x":116,"y":741,"width":764,"height":12}},{"id":"e9309061-954a-4864-b076-178d3a4177b9","block_type":"box","text":"of the commissions or commission credits to another firm that provides research to BlackRock. To the extent that","page_number":74,"box":{"x":116,"y":757,"width":765,"height":11}},{"id":"24270c90-5b03-4a99-81b5-a189c1cd983c","block_type":"box","text":"BlackRock engages in commission sharing arrangements, many of the same conflicts related to traditional soft","page_number":74,"box":{"x":116,"y":772,"width":746,"height":12}},{"id":"262c14df-fd5e-4e15-8e52-967e5f75c917","block_type":"box","text":"dollars may exist.","page_number":74,"box":{"x":116,"y":788,"width":118,"height":11}},{"id":"2f2134cc-d7db-4b54-b278-a658e9b7d708","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs","page_number":74,"box":{"x":150,"y":816,"width":723,"height":11}},{"id":"8d452f2a-d3f7-4999-8525-5b483c390022","block_type":"box","text":"in which BlackRock has an investment or other interest, to the extent permitted by applicable law) in executing","page_number":74,"box":{"x":116,"y":831,"width":749,"height":12}},{"id":"43ef9c50-ac5b-489e-9292-b26a554a832d","block_type":"box","text":"client securities transactions for certain types of securities. These ECNs may charge fees for their services,","page_number":74,"box":{"x":116,"y":847,"width":718,"height":12}},{"id":"cffa1b74-454f-4bf4-95da-fcc629ff5134","block_type":"box","text":"including access fees and transaction fees. The transaction fees, which are similar to commissions or markups/","page_number":74,"box":{"x":116,"y":862,"width":745,"height":12}},{"id":"0889e6df-c1be-47bc-9246-669bb34708b8","block_type":"box","text":"markdowns, will generally be charged to clients and, like commissions and markups/markdowns, would","page_number":74,"box":{"x":116,"y":878,"width":702,"height":12}},{"id":"a73beb79-81a3-44bd-acd5-f2b5e7a6566b","block_type":"box","text":"S-71","page_number":74,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"185fb838-7a71-4ec4-bf97-d08a6b3a25bc","block_type":"box","text":"NM1026U-5982768-74/119","page_number":74,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"a142eb5f-6111-468f-b25e-66d9557e8c69","block_type":"box","text":"generally be included in the cost of the securities purchased. Access fees may be paid by BlackRock even though","page_number":75,"box":{"x":116,"y":88,"width":763,"height":11}},{"id":"85aeed0a-bbe1-492c-971a-7dfbe86912c0","block_type":"box","text":"incurred in connection with executing transactions on behalf of clients, including the Fund. In certain","page_number":75,"box":{"x":116,"y":103,"width":682,"height":12}},{"id":"ba91d6f9-0a12-4117-8a1c-20b3e694e990","block_type":"box","text":"circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by BlackRock.","page_number":75,"box":{"x":116,"y":119,"width":749,"height":11}},{"id":"1fb9dc63-708f-4eec-aa28-e0f8db2fe7a0","block_type":"box","text":"BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":75,"box":{"x":116,"y":134,"width":704,"height":12}},{"id":"ffff8056-31af-4707-84ee-f02a828c52ae","block_type":"box","text":"transactions.","page_number":75,"box":{"x":116,"y":150,"width":83,"height":9}},{"id":"6bf3b384-607c-4e0e-ab0e-57320431786f","block_type":"box","text":"BlackRock owns a minority interest in, and is a member of, Members Exchange (“MEMX”), a newly","page_number":75,"box":{"x":150,"y":181,"width":683,"height":11}},{"id":"1625a762-4e2c-4b4c-a2c7-a993b4713867","block_type":"box","text":"created U.S. stock exchange. Transactions for the Fund may be executed on MEMX if third party brokers select","page_number":75,"box":{"x":116,"y":196,"width":754,"height":12}},{"id":"22d058b3-b065-40d0-8032-f7ed9e16b8fa","block_type":"box","text":"MEMX as the appropriate venue for execution of orders placed by BlackRock traders on behalf of client","page_number":75,"box":{"x":116,"y":212,"width":705,"height":11}},{"id":"f9dd1f9d-06be-45ad-9648-6147d2e60cb0","block_type":"box","text":"portfolios.","page_number":75,"box":{"x":116,"y":227,"width":68,"height":12}},{"id":"4f0382e7-27db-4fe2-97cf-c7edb8988e5b","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing","page_number":75,"box":{"x":150,"y":258,"width":710,"height":12}},{"id":"263e710c-1c15-42a9-a7eb-3a849e3b07f0","block_type":"box","text":"proxy voting decisions that it makes on behalf of advisory clients, including the Fund, and to help ensure that","page_number":75,"box":{"x":116,"y":274,"width":737,"height":11}},{"id":"2f1424f1-3972-479f-a3aa-373665cc40c9","block_type":"box","text":"such decisions are made in accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless,","page_number":75,"box":{"x":117,"y":289,"width":714,"height":12}},{"id":"a8e0db26-4d9a-4087-810d-d92356ee5ccc","block_type":"box","text":"notwithstanding such proxy voting policies and procedures, actual proxy voting decisions of BlackRock may","page_number":75,"box":{"x":116,"y":305,"width":734,"height":11}},{"id":"bd543b2a-ecf1-4d85-9336-bf4e62d79b30","block_type":"box","text":"have the effect of favoring the interests of other clients or businesses of other divisions or units of BlackRock,","page_number":75,"box":{"x":116,"y":320,"width":741,"height":12}},{"id":"4f631c23-90bc-4bcc-a61b-ddbe093e998f","block_type":"box","text":"provided that BlackRock believes such voting decisions to be in accordance with its fiduciary obligations. For a","page_number":75,"box":{"x":116,"y":336,"width":754,"height":11}},{"id":"3e025c73-49c7-453b-a64d-e2a6bb198b8c","block_type":"box","text":"more detailed discussion of these policies and procedures, see “Proxy Voting Policies and Procedures.”","page_number":75,"box":{"x":116,"y":351,"width":696,"height":12}},{"id":"32a22efe-83b1-48c9-9b18-71855efdebfb","block_type":"box","text":"It is also possible that, from time to time, BlackRock and/or its advisory clients (including other funds and","page_number":75,"box":{"x":150,"y":382,"width":717,"height":12}},{"id":"274b0d75-f196-4ce9-9aa3-f2883e2585dc","block_type":"box","text":"separately managed accounts) may, subject to compliance with applicable law, purchase and hold shares of the","page_number":75,"box":{"x":117,"y":398,"width":746,"height":11}},{"id":"02828a1d-29c7-43cc-91d9-977abdfcfe25","block_type":"box","text":"Fund. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to","page_number":75,"box":{"x":116,"y":413,"width":756,"height":12}},{"id":"2eb47c45-1009-420c-be1c-3718357b9eb5","block_type":"box","text":"economies of scale that tend to reduce the Fund’s expense ratio. BlackRock reserves the right, subject to","page_number":75,"box":{"x":116,"y":429,"width":704,"height":11}},{"id":"97eb03be-3dc6-4d70-b28d-5d73148565d4","block_type":"box","text":"compliance with applicable law, to redeem at any time some or all of the shares of the Fund acquired for its own","page_number":75,"box":{"x":116,"y":444,"width":758,"height":12}},{"id":"5f557c3b-59c3-48b9-bd83-3db6b83042b5","block_type":"box","text":"accounts. A large redemption of shares of the Fund by BlackRock could significantly reduce the asset size of the","page_number":75,"box":{"x":116,"y":460,"width":759,"height":11}},{"id":"38c0ef06-9236-4673-a852-8737fdc4b940","block_type":"box","text":"Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and","page_number":75,"box":{"x":116,"y":475,"width":726,"height":12}},{"id":"fbf086d2-f6a4-419b-a474-bcf73011fcad","block_type":"box","text":"expense ratio. BlackRock seeks to consider the effect of redemptions on the Fund and other shareholders in","page_number":75,"box":{"x":116,"y":491,"width":724,"height":11}},{"id":"f8e23a7b-cb01-44aa-8253-d92076457827","block_type":"box","text":"deciding whether to redeem its shares but is not obligated to do so and may elect not to do so.","page_number":75,"box":{"x":116,"y":506,"width":630,"height":12}},{"id":"3a40ca15-9eaf-4b6e-a4b7-f5ac65c4dfb7","block_type":"box","text":"It is possible that the Fund may invest in securities of, or engage in transactions with, companies in which","page_number":75,"box":{"x":150,"y":537,"width":713,"height":12}},{"id":"4ab58c55-844f-4d2a-b0ee-1e7784255a51","block_type":"box","text":"BlackRock has significant debt or equity investments or other interests. The Fund may also invest in issuances","page_number":75,"box":{"x":116,"y":553,"width":744,"height":11}},{"id":"02981a71-2537-448c-bec2-f35d5f16bd61","block_type":"box","text":"(such as structured notes) by entities for which BlackRock provides and is compensated for cash management","page_number":75,"box":{"x":116,"y":568,"width":741,"height":12}},{"id":"0a6bd654-50cb-4135-bb85-ebe9e711f469","block_type":"box","text":"services relating to the proceeds from the sale of such issuances. In making investment decisions for the Fund,","page_number":75,"box":{"x":117,"y":584,"width":742,"height":11}},{"id":"7cadf8d6-8931-4126-a7ff-fe6b856ca04f","block_type":"box","text":"BlackRock is not permitted to obtain or use material non-public information acquired by any unit of BlackRock,","page_number":75,"box":{"x":116,"y":599,"width":757,"height":12}},{"id":"9611cda6-6868-4926-87a4-9e70e9e8d31f","block_type":"box","text":"in the course of these activities. In addition, from time to time, the activities of BlackRock may limit the Fund’s","page_number":75,"box":{"x":116,"y":615,"width":753,"height":11}},{"id":"838f593e-6ea0-4159-adac-b31f4c9cc769","block_type":"box","text":"flexibility in purchases and sales of securities. As indicated below, BlackRock may engage in transactions with","page_number":75,"box":{"x":116,"y":630,"width":749,"height":12}},{"id":"29aa106c-9b8b-40a9-be3f-971d32c2b39e","block_type":"box","text":"companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":75,"box":{"x":116,"y":646,"width":652,"height":11}},{"id":"4867921d-2517-40c1-be34-a65d611ee35f","block_type":"box","text":"BlackRock and its personnel and other financial service providers may have interests in promoting sales of","page_number":75,"box":{"x":150,"y":677,"width":721,"height":11}},{"id":"5570f521-6d29-4384-a9ad-5e2b93a852fe","block_type":"box","text":"the Fund. With respect to BlackRock and its personnel, the remuneration and profitability relating to services to","page_number":75,"box":{"x":116,"y":692,"width":753,"height":12}},{"id":"926781d2-b6a0-41e2-a99a-e103bb007e7b","block_type":"box","text":"and sales of the Fund or other products may be greater than remuneration and profitability relating to services to","page_number":75,"box":{"x":116,"y":708,"width":756,"height":11}},{"id":"adb0f0c5-3c25-48e4-8d55-014ac47a5607","block_type":"box","text":"and sales of certain funds or other products that might be provided or offered. BlackRock and its sales personnel","page_number":75,"box":{"x":116,"y":723,"width":758,"height":12}},{"id":"440d6d32-b2a5-4c38-9ee5-86855d7dcad2","block_type":"box","text":"may directly or indirectly receive a portion of the fees and commissions charged to the Fund or their","page_number":75,"box":{"x":116,"y":739,"width":677,"height":11}},{"id":"e8ab65fd-f3bc-4afd-a683-afc823a2c791","block_type":"box","text":"shareholders. BlackRock and its advisory or other personnel may also benefit from increased amounts of assets","page_number":75,"box":{"x":117,"y":754,"width":748,"height":12}},{"id":"28dad942-522c-4a30-8bf2-54521480e3c9","block_type":"box","text":"under management. Fees and commissions may also be higher than for other products or services, and the","page_number":75,"box":{"x":116,"y":770,"width":713,"height":11}},{"id":"3e57fc64-ca27-4ed6-a88d-cbd9375a071f","block_type":"box","text":"remuneration and profitability to BlackRock and such personnel resulting from transactions on behalf of or","page_number":75,"box":{"x":116,"y":785,"width":722,"height":12}},{"id":"400f5519-ada8-4028-b731-62f9fbde042d","block_type":"box","text":"management of the Fund may be greater than the remuneration and profitability resulting from other funds or","page_number":75,"box":{"x":116,"y":801,"width":737,"height":11}},{"id":"da139b97-38ee-496e-af9e-f687d98ccc19","block_type":"box","text":"products.","page_number":75,"box":{"x":116,"y":816,"width":61,"height":12}},{"id":"85556089-669e-4094-bbd2-58cb5583279f","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other","page_number":75,"box":{"x":150,"y":847,"width":697,"height":12}},{"id":"04ddb034-042f-4d71-9e2f-0bb0e6fbd2bc","block_type":"box","text":"investments and the valuation recommendations made for such clients’ accounts may differ from the valuations","page_number":75,"box":{"x":116,"y":863,"width":751,"height":11}},{"id":"c1f984b9-e96e-4a8d-a084-df95b07b1624","block_type":"box","text":"for the same securities or investments assigned by the Fund’s pricing vendors, especially if such valuations are","page_number":75,"box":{"x":116,"y":878,"width":747,"height":12}},{"id":"01f3c74c-fb47-484d-b224-f8a9138fb33c","block_type":"box","text":"S-72","page_number":75,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"1d51a940-9446-44ad-9328-7bd8f0e43afa","block_type":"box","text":"NM1026U-5982768-75/119","page_number":75,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"b19a7e37-1f7b-4600-8981-05c33c501c54","block_type":"box","text":"based on broker-dealer quotes or other data sources unavailable to the Fund’s pricing vendors. While BlackRock","page_number":76,"box":{"x":116,"y":88,"width":760,"height":11}},{"id":"dcacc299-62b4-45c6-87d0-910b692cb874","block_type":"box","text":"will generally communicate its valuation information or determinations to the Fund’s pricing vendors and/or fund","page_number":76,"box":{"x":116,"y":103,"width":767,"height":12}},{"id":"e95aee4d-c1a1-4f6a-b902-4024f3653fc2","block_type":"box","text":"accountants, there may be instances where the Fund’s pricing vendors or fund accountants assign a different","page_number":76,"box":{"x":116,"y":119,"width":729,"height":11}},{"id":"00667c32-203e-4ae7-b0d8-a02aa3652cb5","block_type":"box","text":"valuation to a security or other investment than the valuation for such security or investment determined or","page_number":76,"box":{"x":116,"y":134,"width":721,"height":12}},{"id":"2de7c922-821a-4831-8c0a-59257eefc132","block_type":"box","text":"recommended by BlackRock.","page_number":76,"box":{"x":116,"y":150,"width":198,"height":11}},{"id":"90484708-ea03-43ed-9bd2-99f47e1f5c7b","block_type":"box","text":"As disclosed in more detail in “Net Asset Value” in the Prospectus, when market quotations are not readily","page_number":76,"box":{"x":150,"y":177,"width":721,"height":11}},{"id":"388fdfec-c0c3-43ad-974e-3182a31446cb","block_type":"box","text":"available or are believed by BlackRock to be unreliable, the Fund’s investments are valued at fair value by","page_number":76,"box":{"x":116,"y":192,"width":719,"height":12}},{"id":"efa5f026-aa34-473f-9663-2277a94dd72b","block_type":"box","text":"BlackRock. BlackRock has been designated as the Fund’s valuation designee pursuant to Rule 2a-5 under the","page_number":76,"box":{"x":116,"y":208,"width":738,"height":11}},{"id":"a1bb7712-bfac-43dd-81d1-92182e3897f6","block_type":"box","text":"Investment Company Act and acts through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with","page_number":76,"box":{"x":116,"y":223,"width":732,"height":12}},{"id":"19332502-9c3a-4e68-bb2b-448e4f07eaf5","block_type":"box","text":"assistance from other BlackRock pricing committees and in accordance with BlackRock’s policies and","page_number":76,"box":{"x":116,"y":239,"width":693,"height":11}},{"id":"f62f60af-d11c-4f63-a57a-8e52ba92a884","block_type":"box","text":"procedures (the “Valuation Procedures”). When determining a “fair value price,” the 2a-5 Committee seeks to","page_number":76,"box":{"x":116,"y":254,"width":742,"height":12}},{"id":"418b6ec3-59b9-4017-a008-3fcade3f23a8","block_type":"box","text":"determine the price that the Fund might reasonably expect to receive from the current sale of that asset or liability","page_number":76,"box":{"x":116,"y":270,"width":766,"height":11}},{"id":"9be29588-57f3-49ed-a5e8-f25a3da98484","block_type":"box","text":"in an arm’s-length transaction. The price generally may not be determined based on what the Fund might","page_number":76,"box":{"x":116,"y":285,"width":708,"height":12}},{"id":"ac46022e-76f6-45e3-b050-d8b7e8d5a3f0","block_type":"box","text":"reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to","page_number":76,"box":{"x":116,"y":301,"width":734,"height":11}},{"id":"f391a561-565c-4e2a-9a49-a3d68803f74f","block_type":"box","text":"maturity. While fair value determinations will be based upon all available factors that BlackRock deems relevant","page_number":76,"box":{"x":116,"y":316,"width":761,"height":12}},{"id":"b8eaf26b-4ce2-4b35-a59b-4199d7102411","block_type":"box","text":"at the time of the determination, and may be based on analytical values determined by BlackRock using","page_number":76,"box":{"x":116,"y":332,"width":699,"height":11}},{"id":"6b4de523-0c3d-4259-a7f6-826221a275f6","block_type":"box","text":"proprietary or third party valuation models, fair value represents only a good faith approximation of the value of","page_number":76,"box":{"x":116,"y":347,"width":758,"height":12}},{"id":"332a8b3a-2787-4aed-a8bd-c82b77fbff25","block_type":"box","text":"an asset or liability. The fair value of one or more assets or liabilities may not, in retrospect, be the price at which","page_number":76,"box":{"x":116,"y":363,"width":764,"height":11}},{"id":"7b4109b4-d469-404b-9423-1cf9c169980a","block_type":"box","text":"those assets or liabilities could have been sold during the period in which the particular fair values were used in","page_number":76,"box":{"x":116,"y":378,"width":751,"height":12}},{"id":"60c47939-e969-4277-b34d-0f1775892236","block_type":"box","text":"determining the Fund’s NAV. As a result, the Fund’s sale or repurchase of its shares at NAV, at a time when a","page_number":76,"box":{"x":116,"y":394,"width":745,"height":11}},{"id":"75981401-56e1-41a7-a441-a5f356c84917","block_type":"box","text":"holding or holdings are valued by the 2a-5 Committee at fair value, may have the effect of diluting or increasing","page_number":76,"box":{"x":116,"y":409,"width":757,"height":12}},{"id":"f3072f9b-069b-4a0b-86fa-b5ae2c0a5832","block_type":"box","text":"the economic interest of existing shareholders and may affect the amount of revenue received by BlackRock with","page_number":76,"box":{"x":116,"y":425,"width":765,"height":11}},{"id":"17aae9df-2987-4f3b-b73a-102cf826e8c8","block_type":"box","text":"respect to services for which it receives an asset-based fee.","page_number":76,"box":{"x":116,"y":440,"width":395,"height":12}},{"id":"f7b6f8c0-11e7-46a4-a061-3a2043335173","block_type":"box","text":"To the extent permitted by applicable law, the Fund may invest all or some of its short term cash","page_number":76,"box":{"x":150,"y":467,"width":651,"height":12}},{"id":"5896982f-5851-47c7-b3e9-a07090cbb2f4","block_type":"box","text":"investments in any money market fund or similarly-managed private fund advised or managed by BlackRock. In","page_number":76,"box":{"x":116,"y":483,"width":759,"height":12}},{"id":"d0754489-b8ca-4d31-8a4f-f86becc1af76","block_type":"box","text":"connection with any such investments, the Fund, to the extent permitted by the Investment Company Act, may","page_number":76,"box":{"x":116,"y":498,"width":745,"height":12}},{"id":"15748c18-b69a-4cb2-b5e2-f0990d05392b","block_type":"box","text":"pay its share of expenses of a money market fund or other similarly-managed private fund in which it invests,","page_number":76,"box":{"x":116,"y":514,"width":738,"height":12}},{"id":"1250c236-17ab-43fd-bc15-87405658ac93","block_type":"box","text":"which may result in the Fund bearing some additional expenses.","page_number":76,"box":{"x":116,"y":529,"width":431,"height":12}},{"id":"eab6be3f-d89e-4147-a1a3-0df0d941255f","block_type":"box","text":"BlackRock and its directors, officers and employees, may buy and sell securities or other investments for","page_number":76,"box":{"x":150,"y":557,"width":708,"height":11}},{"id":"7bb8348b-6c9d-48ad-a7a4-9b129d9372fd","block_type":"box","text":"their own accounts and may have conflicts of interest with respect to investments made on behalf of the Fund. As","page_number":76,"box":{"x":116,"y":572,"width":764,"height":12}},{"id":"90f9b87f-cb85-4d4a-b77d-378337c3a472","block_type":"box","text":"a result of differing trading and investment strategies or constraints, positions may be taken by directors, officers","page_number":76,"box":{"x":116,"y":588,"width":760,"height":11}},{"id":"51e6505c-2d6d-45f0-87f6-e35b21e0fe75","block_type":"box","text":"and employees of BlackRock that are the same, different from or made at different times than positions taken for","page_number":76,"box":{"x":116,"y":603,"width":761,"height":12}},{"id":"1a74896e-e6e3-4e3d-8982-c426938e0750","block_type":"box","text":"the Fund. To lessen the possibility that the Fund will be adversely affected by this personal trading, the Fund,","page_number":76,"box":{"x":116,"y":619,"width":736,"height":11}},{"id":"6db14c68-373a-45fb-b115-cbf12f011720","block_type":"box","text":"BRIL and BlackRock each have adopted a Code of Ethics in compliance with Section 17(j) of the Investment","page_number":76,"box":{"x":116,"y":634,"width":738,"height":12}},{"id":"49f3bc06-87df-47ba-9787-95a067bdb05f","block_type":"box","text":"Company Act that restricts securities trading in the personal accounts of investment professionals and others who","page_number":76,"box":{"x":116,"y":650,"width":764,"height":11}},{"id":"655288ca-5e5d-4192-a268-40364f89c645","block_type":"box","text":"normally come into possession of information regarding the Fund’s portfolio transactions. Each Code of Ethics is","page_number":76,"box":{"x":116,"y":665,"width":764,"height":12}},{"id":"7eae0093-772b-43d0-928d-882f2c0bc3f8","block_type":"box","text":"also available on the EDGAR Database on the Commission’s Internet site at http://www.sec.gov, and copies may","page_number":76,"box":{"x":116,"y":681,"width":763,"height":11}},{"id":"1e7b5320-9d67-4cfc-b4a7-fc1f6b13cd42","block_type":"box","text":"be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":76,"box":{"x":116,"y":696,"width":516,"height":12}},{"id":"ffb8fb50-961c-4b72-b398-9c1e93f331c3","block_type":"box","text":"BlackRock will not purchase securities or other property from, or sell securities or other property to, the","page_number":76,"box":{"x":150,"y":723,"width":701,"height":12}},{"id":"786eab5e-b9d1-4fff-b75e-36aa3681080d","block_type":"box","text":"Fund, except that the Fund may in accordance with rules or guidance adopted under the Investment Company","page_number":76,"box":{"x":116,"y":739,"width":739,"height":11}},{"id":"6d98d7ce-7c08-445f-8011-8723c892f8d1","block_type":"box","text":"Act engage in transactions with another fund or accounts that are affiliated with the Fund as a result of common","page_number":76,"box":{"x":116,"y":754,"width":754,"height":12}},{"id":"1676ce8d-e0c4-4749-ba62-e48ee932ae61","block_type":"box","text":"officers, directors, or investment advisers or pursuant to exemptive orders granted to the Fund and/or BlackRock","page_number":76,"box":{"x":116,"y":770,"width":760,"height":11}},{"id":"dbdf7b00-f2f2-4728-8b0a-5f4adb85e8c7","block_type":"box","text":"by the Commission. These transactions would be effected in circumstances in which BlackRock determined that","page_number":76,"box":{"x":116,"y":785,"width":758,"height":12}},{"id":"85208e73-8677-4845-8e7c-76a290594b56","block_type":"box","text":"it would be appropriate for the Fund to purchase and another client of BlackRock to sell, or the Fund to sell and","page_number":76,"box":{"x":116,"y":801,"width":753,"height":11}},{"id":"00a5b1a9-dbf1-4a13-9493-a00bc57626d1","block_type":"box","text":"another client of BlackRock to purchase, the same security or instrument on the same day. From time to time, the","page_number":76,"box":{"x":116,"y":816,"width":764,"height":12}},{"id":"70f75651-7c77-4e33-990e-605b8f190f1a","block_type":"box","text":"activities of the Fund may be restricted because of regulatory requirements applicable to BlackRock and/or","page_number":76,"box":{"x":116,"y":832,"width":722,"height":11}},{"id":"fc022f73-a76b-4903-b61c-104500c072d2","block_type":"box","text":"BlackRock’s internal policies designed to comply with, limit the applicability of, or that otherwise relate to such","page_number":76,"box":{"x":116,"y":847,"width":758,"height":12}},{"id":"d15a7746-961a-467e-b889-9afc07f45058","block_type":"box","text":"requirements. A client not advised by BlackRock would not be subject to some of those considerations. There","page_number":76,"box":{"x":116,"y":863,"width":740,"height":11}},{"id":"171f266c-5d08-411b-92be-2d79493be9a3","block_type":"box","text":"may be periods when BlackRock may not initiate or recommend certain types of transactions, or may otherwise","page_number":76,"box":{"x":116,"y":878,"width":753,"height":12}},{"id":"678d18c5-cc42-4c7b-8936-91c68f35d6ac","block_type":"box","text":"S-73","page_number":76,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"dde81800-413a-42af-b48a-508634397f1d","block_type":"box","text":"NM1026U-5982768-76/119","page_number":76,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"28c45eac-9bf5-4c77-8f86-41864207914c","block_type":"box","text":"restrict or limit its advice regarding certain securities or instruments issued by or related to companies for which","page_number":77,"box":{"x":116,"y":88,"width":756,"height":11}},{"id":"08d5713c-9955-4752-b237-d9942f69f411","block_type":"box","text":"BlackRock is performing advisory or other services or has proprietary positions. For example, when BlackRock","page_number":77,"box":{"x":116,"y":103,"width":755,"height":12}},{"id":"cfee6773-4ab1-40f1-a130-365ffbf46c45","block_type":"box","text":"is engaged to provide advisory or risk management services for a company, BlackRock may be prohibited from","page_number":77,"box":{"x":116,"y":119,"width":752,"height":11}},{"id":"3f371212-574f-448a-bd4b-85fcefa2273c","block_type":"box","text":"or limited in purchasing or selling securities of that company on behalf of the Fund, particularly where such","page_number":77,"box":{"x":116,"y":134,"width":727,"height":12}},{"id":"71fb0a5c-0c50-4b3b-a419-24b9cab07e6a","block_type":"box","text":"services result in BlackRock obtaining material non-public information about the company (e.g., in connection","page_number":77,"box":{"x":117,"y":150,"width":746,"height":11}},{"id":"e0063f8d-5d4b-4099-ad09-2c1467445d61","block_type":"box","text":"with participation in a creditors’ committee). Moreover, applicable provisions of the Investment Company Act or","page_number":77,"box":{"x":116,"y":165,"width":764,"height":12}},{"id":"35571f14-de55-47ed-b8fb-e18c3a08a1ca","block_type":"box","text":"other regulatory considerations may restrict the Fund or BlackRock from effecting certain portfolio transactions","page_number":77,"box":{"x":116,"y":181,"width":754,"height":11}},{"id":"b83e2b8a-8d57-4306-8b72-35950642bf7a","block_type":"box","text":"or taking other actions in respect of an investment on behalf of the Fund, including where BlackRock and/or","page_number":77,"box":{"x":116,"y":196,"width":730,"height":12}},{"id":"32b14e82-30b1-4694-b494-c533fe02504c","block_type":"box","text":"clients advised by BlackRock already have an interest in such issuer or the investment. Similar situations could","page_number":77,"box":{"x":116,"y":212,"width":750,"height":11}},{"id":"5dc406e0-4cec-4c5f-a8ba-a3e2b80168c9","block_type":"box","text":"arise if personnel of BlackRock serve as directors of companies the securities of which the Fund wishes to","page_number":77,"box":{"x":116,"y":227,"width":716,"height":12}},{"id":"5921e343-34d9-4f01-8da5-d10ac2c7e866","block_type":"box","text":"purchase or sell. However, if permitted by applicable law, and where consistent with BlackRock’s policies and","page_number":77,"box":{"x":116,"y":243,"width":747,"height":11}},{"id":"e5453d41-9057-4b48-8880-840c93ed1c7d","block_type":"box","text":"procedures (including the necessary implementation of appropriate information barriers), the Fund may purchase","page_number":77,"box":{"x":116,"y":258,"width":762,"height":12}},{"id":"89cba53f-3186-46cc-aec4-e45e270a8273","block_type":"box","text":"securities or instruments that are issued by such companies, are the subject of an advisory or risk management","page_number":77,"box":{"x":117,"y":274,"width":742,"height":11}},{"id":"8eb84c0f-01f9-48d6-9de5-8caf53cd9a1f","block_type":"box","text":"assignment by BlackRock, or where personnel of BlackRock are directors or officers of the issuer.","page_number":77,"box":{"x":116,"y":289,"width":662,"height":12}},{"id":"18807357-9b4b-4b13-95fd-eeeafdee1857","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential","page_number":77,"box":{"x":150,"y":316,"width":696,"height":12}},{"id":"6939e47d-ce93-4212-abfa-b727492b8299","block_type":"box","text":"conflicts that arise in connection with the advisory services BlackRock provides to the Fund and other clients.","page_number":77,"box":{"x":116,"y":332,"width":740,"height":11}},{"id":"351f726b-03b3-415c-bfe9-1f6d1cbda40c","block_type":"box","text":"Certain BlackRock advisory personnel may take views, and make decisions or recommendations, that are","page_number":77,"box":{"x":116,"y":347,"width":711,"height":12}},{"id":"1ead2363-d769-4db1-9631-7ce591668345","block_type":"box","text":"different than or opposite those of other BlackRock advisory personnel. Certain portfolio management teams","page_number":77,"box":{"x":116,"y":363,"width":733,"height":11}},{"id":"94659163-6c03-4005-9cc5-0d47d87ea413","block_type":"box","text":"within BlackRock may make decisions or take (or refrain from taking) actions with respect to clients they advise","page_number":77,"box":{"x":116,"y":378,"width":760,"height":12}},{"id":"df75bb79-431d-4aa1-9111-061f7f496464","block_type":"box","text":"in a manner different than or adverse to the decisions made or the actions taken (or not taken) by the Fund’s","page_number":77,"box":{"x":116,"y":394,"width":727,"height":11}},{"id":"3eb93f09-6d03-404f-9e3e-3d30423545ff","block_type":"box","text":"portfolio management teams. The various portfolio management teams may not share information with each","page_number":77,"box":{"x":116,"y":409,"width":730,"height":12}},{"id":"eeabf829-a5bb-4174-b49d-26835e1eb3bd","block_type":"box","text":"other, including as a result of certain information barriers and other policies, and will not have any obligation or","page_number":77,"box":{"x":116,"y":425,"width":755,"height":11}},{"id":"55f37d11-0cb3-4de3-ab42-fc8992ae42ee","block_type":"box","text":"other duty to do so.","page_number":77,"box":{"x":116,"y":440,"width":129,"height":12}},{"id":"472de78a-98c3-4114-ba27-cafc0fa27ceb","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of","page_number":77,"box":{"x":150,"y":467,"width":664,"height":12}},{"id":"63ef6045-022b-4725-a35b-76e6ed32b5ab","block_type":"box","text":"information between different businesses within BlackRock, including with respect to personnel responsible with","page_number":77,"box":{"x":116,"y":483,"width":764,"height":12}},{"id":"c82511a6-fd35-4153-97ed-29bc4701b466","block_type":"box","text":"managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible","page_number":77,"box":{"x":116,"y":498,"width":745,"height":12}},{"id":"be4459c3-ef1a-407d-b2c3-82d24979f123","block_type":"box","text":"for managing portfolios and voting proxies with respect to all other portfolios. As a result of information barriers,","page_number":77,"box":{"x":116,"y":514,"width":765,"height":12}},{"id":"b8b97f41-a3ba-4671-8dcd-9c944e12feef","block_type":"box","text":"certain units of BlackRock generally will not have access, or will have limited access, to certain information and","page_number":77,"box":{"x":116,"y":529,"width":759,"height":12}},{"id":"1db8385f-b9e1-46e4-afbe-e9e9a23dcce4","block_type":"box","text":"personnel, including senior personnel, in other units of BlackRock, and generally will not manage the Fund with","page_number":77,"box":{"x":116,"y":545,"width":758,"height":12}},{"id":"c0fb7029-ba56-48f2-896f-8ae1fdaab3ae","block_type":"box","text":"the benefit of information possessed by such other units. Therefore, BlackRock may not be able to review","page_number":77,"box":{"x":116,"y":560,"width":713,"height":12}},{"id":"c2dab03e-79b8-495a-bce9-ac0c5e1a474e","block_type":"box","text":"potential investments for the Fund with the benefit of information held by certain areas of BlackRock.","page_number":77,"box":{"x":116,"y":576,"width":687,"height":12}},{"id":"38200afc-022d-4a94-81d4-aa9275fb8708","block_type":"box","text":"BlackRock may determine to move certain personnel, businesses, or business units from one side of an","page_number":77,"box":{"x":150,"y":603,"width":660,"height":12}},{"id":"29b8f5ae-95e1-42d9-b3f9-ed837e057708","block_type":"box","text":"information barrier to the other side of the information barrier. In connection therewith, BlackRock personnel,","page_number":77,"box":{"x":116,"y":619,"width":705,"height":11}},{"id":"657f11a0-bc3f-4961-b7f5-de9886b5a569","block_type":"box","text":"businesses, and business units that were moved will no longer have access to the information and personnel from the","page_number":77,"box":{"x":116,"y":634,"width":749,"height":12}},{"id":"fe6232bd-ee99-4b86-9f95-ab3ff8a95a5d","block_type":"box","text":"side of the information barrier from which they were moved. Information obtained in connection with such changes to","page_number":77,"box":{"x":117,"y":650,"width":758,"height":11}},{"id":"c0fc500b-bbae-4d3b-9f45-7b984fb48855","block_type":"box","text":"information barriers may limit or restrict the ability of BlackRock to engage in or otherwise effect transactions on","page_number":77,"box":{"x":116,"y":665,"width":728,"height":12}},{"id":"3010ec84-5d5c-473c-8d7d-82c13f4a10f9","block_type":"box","text":"behalf of the Fund (including purchasing or selling securities that BlackRock may otherwise have purchased or sold for","page_number":77,"box":{"x":116,"y":681,"width":766,"height":11}},{"id":"c9eea074-2b76-4e6d-9d7d-cc362d744d22","block_type":"box","text":"a client in the absence of a change to an information barrier). Information barriers may not have their intended impact","page_number":77,"box":{"x":116,"y":696,"width":755,"height":12}},{"id":"7986f67e-af0b-4c38-9a29-23c9fbfadd0d","block_type":"box","text":"due to, for example, changes in applicable law or inadvertent crossings of the barriers, and actions by personnel on one","page_number":77,"box":{"x":116,"y":712,"width":762,"height":11}},{"id":"705394f1-c48c-4fdc-a395-720923418d05","block_type":"box","text":"side of a barrier may impact the potential actions of personnel on the other side of a barrier.","page_number":77,"box":{"x":117,"y":727,"width":583,"height":12}},{"id":"a4f8f4ea-de30-4cc8-98bc-588ae25e6c32","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision","page_number":77,"box":{"x":150,"y":754,"width":703,"height":12}},{"id":"dd4bce5d-92aa-42c1-9f22-2714f3ece21e","block_type":"box","text":"making and proxy voting among certain BlackRock businesses, the investment activities of BlackRock for","page_number":77,"box":{"x":116,"y":770,"width":718,"height":11}},{"id":"8e816cc4-6816-4c94-a874-30084c21297d","block_type":"box","text":"BlackRock clients, as well as BlackRock’s proprietary accounts, may nonetheless limit the investment strategies","page_number":77,"box":{"x":116,"y":785,"width":757,"height":12}},{"id":"0ef3b779-f4ff-4d90-ad4c-56943e8209a1","block_type":"box","text":"and rights of other clients (including the Fund). As BlackRock’s assets under management increases, BlackRock","page_number":77,"box":{"x":116,"y":801,"width":759,"height":11}},{"id":"d375abd7-1611-4211-b10d-c9f4fa0ee13c","block_type":"box","text":"clients may face greater negative impacts due to ownership restrictions and limitations imposed by laws,","page_number":77,"box":{"x":116,"y":816,"width":704,"height":12}},{"id":"dcd7264e-3271-44c5-aa69-4c29bb9b8c86","block_type":"box","text":"regulations, rules, regulators, or issuers. For example, in certain circumstances where a BlackRock client invests","page_number":77,"box":{"x":116,"y":832,"width":757,"height":11}},{"id":"a8cd63a8-4883-421e-b279-c052d4612c3f","block_type":"box","text":"in securities issued by companies that operate in certain industries (e.g., banking, insurance, and utilities) or in","page_number":77,"box":{"x":116,"y":847,"width":744,"height":12}},{"id":"9390842e-a491-49c4-bc79-7a779adbf2a2","block_type":"box","text":"certain emerging or international markets, or are subject to regulatory or corporate ownership restrictions (e.g.,","page_number":77,"box":{"x":116,"y":863,"width":747,"height":11}},{"id":"6cb5aadc-a2e2-4abf-a544-a8232db1b9d6","block_type":"box","text":"with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client invests in","page_number":77,"box":{"x":116,"y":878,"width":725,"height":12}},{"id":"d72ea5de-897a-48e1-9d9c-6af9d1709f1a","block_type":"box","text":"S-74","page_number":77,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"01e83f28-9ddd-4d73-af7d-942bff5b77d0","block_type":"box","text":"NM1026U-5982768-77/119","page_number":77,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"6c3430c8-511d-4332-bf7b-f62507f3a4e8","block_type":"box","text":"certain futures and derivatives, there may be limits on the aggregate amount invested by BlackRock for its clients","page_number":78,"box":{"x":116,"y":88,"width":764,"height":11}},{"id":"15b38bc0-405f-4060-aeb8-c1a78b6825d3","block_type":"box","text":"and BlackRock’s proprietary accounts that may not be exceeded without the grant of a license or other regulatory","page_number":78,"box":{"x":116,"y":103,"width":764,"height":12}},{"id":"97344b72-b33d-45ce-8a30-c5fb490ae654","block_type":"box","text":"or corporate approval, order, consent, relief, waiver or non-disapproval or, if exceeded, may cause BlackRock or","page_number":78,"box":{"x":116,"y":119,"width":760,"height":11}},{"id":"eaca600c-46db-4b14-9b03-717d3e01a55c","block_type":"box","text":"its clients to be subject to enforcement actions, disgorgement of share ownership or profits, regulatory","page_number":78,"box":{"x":116,"y":134,"width":688,"height":12}},{"id":"358e1f88-c979-4408-954d-9eb4d89ba423","block_type":"box","text":"restrictions, complex compliance reporting, increased compliance costs or suffer disadvantages or business","page_number":78,"box":{"x":116,"y":150,"width":721,"height":11}},{"id":"bf54f45e-428c-4d4d-ac93-a5b81ee73fc5","block_type":"box","text":"restrictions. In light of certain restrictions, BlackRock may also seek to make indirect investments (e.g., using","page_number":78,"box":{"x":116,"y":165,"width":740,"height":12}},{"id":"c471839e-e13c-4790-a666-7dcc7f22c769","block_type":"box","text":"derivatives) on behalf of its clients to receive exposure to certain securities in excess of the applicable ownership","page_number":78,"box":{"x":116,"y":181,"width":761,"height":11}},{"id":"31736744-7d1e-4a6b-b459-3fad6433bdb3","block_type":"box","text":"restrictions and limitations when legally permitted that will expose such clients to additional costs and additional","page_number":78,"box":{"x":116,"y":196,"width":761,"height":12}},{"id":"c3533dd9-c453-4cbd-b3f7-153a0904532c","block_type":"box","text":"risks, including any risks associated with investing in derivatives. There may be limited availability of","page_number":78,"box":{"x":116,"y":212,"width":690,"height":11}},{"id":"a565c95e-f266-4481-9d61-db459937594a","block_type":"box","text":"derivatives that provide indirect exposure to an impacted security. BlackRock clients can be subject to more than","page_number":78,"box":{"x":116,"y":227,"width":762,"height":12}},{"id":"7b8025aa-c693-4e38-8b91-d8fc3c793433","block_type":"box","text":"one ownership limitation depending on each client’s holdings, and each ownership limitation can impact multiple","page_number":78,"box":{"x":116,"y":243,"width":765,"height":11}},{"id":"5adb9825-fe2a-464f-8624-d632ff11cee0","block_type":"box","text":"securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":78,"box":{"x":117,"y":258,"width":716,"height":12}},{"id":"b122e791-b032-4680-92d2-5f1a3aedf64f","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":78,"box":{"x":116,"y":274,"width":525,"height":11}},{"id":"2ec985d2-6150-4a3e-b254-79a2e299309b","block_type":"box","text":"If certain aggregate ownership thresholds are reached either through the actions of BlackRock or a BlackRock","page_number":78,"box":{"x":150,"y":301,"width":725,"height":11}},{"id":"25efdf44-8e1e-4689-ae93-b34f4a49999c","block_type":"box","text":"client or as a result of corporate actions by the issuer, the ability of BlackRock on behalf of clients to purchase or","page_number":78,"box":{"x":116,"y":316,"width":743,"height":12}},{"id":"fed0de72-267b-4ac8-88b9-51174e3f095f","block_type":"box","text":"dispose of investments, or exercise rights (including voting) or undertake business transactions, may be restricted by","page_number":78,"box":{"x":116,"y":332,"width":765,"height":11}},{"id":"1a5f412f-b270-41cd-be35-7c8c48f69e15","block_type":"box","text":"law, regulation, rule, or organizational documents or otherwise impaired. For example, to meet the requirements of","page_number":78,"box":{"x":116,"y":347,"width":757,"height":12}},{"id":"dda976d2-4beb-4621-902a-5e772509f1bc","block_type":"box","text":"an ownership limitation or restriction, a client may be unable to purchase or directly hold a security the client would","page_number":78,"box":{"x":116,"y":363,"width":763,"height":11}},{"id":"442589ee-28f5-426a-98a4-f2cafab79267","block_type":"box","text":"otherwise purchase or hold. The limitation or restriction may be based on the holdings of other BlackRock clients","page_number":78,"box":{"x":116,"y":378,"width":746,"height":12}},{"id":"c06500a7-52ac-4639-9be3-db678db973d8","block_type":"box","text":"instead of the specific client being restricted. For index funds, this means a fund may not be able to track its index as","page_number":78,"box":{"x":116,"y":394,"width":766,"height":11}},{"id":"db6285af-fd7d-44cc-9146-cf838567a7b5","block_type":"box","text":"closely as it would if it was not subject to an ownership limitation or restriction because the fund cannot acquire the","page_number":78,"box":{"x":116,"y":409,"width":760,"height":12}},{"id":"ed35519e-ef37-4c80-9bc5-b3d4be5ffb95","block_type":"box","text":"amount of the impacted security included in its index. BlackRock on behalf of its clients may limit purchases, sell","page_number":78,"box":{"x":116,"y":425,"width":749,"height":11}},{"id":"f55dbb51-afc5-4a3f-95f0-984b39e3f89d","block_type":"box","text":"existing investments, utilize indirect investments, utilize information barriers, or otherwise restrict, forgo, or limit","page_number":78,"box":{"x":116,"y":440,"width":747,"height":12}},{"id":"c7b9e5d1-eb7f-4509-93e0-24f25549bb89","block_type":"box","text":"the exercise of rights (including transferring, outsourcing, or limiting voting rights or forgoing the right to receive","page_number":78,"box":{"x":116,"y":456,"width":747,"height":11}},{"id":"19188703-4471-4b5a-8393-4637e8946e7f","block_type":"box","text":"dividends) when BlackRock, in its sole discretion, deems it appropriate in light of potential regulatory or other","page_number":78,"box":{"x":116,"y":471,"width":727,"height":12}},{"id":"f026ec67-98e7-4753-9bb4-5e6c564cb3bb","block_type":"box","text":"restrictions on ownership or other consequences resulting from reaching investment thresholds. These types of","page_number":78,"box":{"x":116,"y":487,"width":728,"height":11}},{"id":"68d2eade-4f97-4278-9ff6-a175f92a22a8","block_type":"box","text":"restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":78,"box":{"x":116,"y":502,"width":666,"height":12}},{"id":"a3a96d04-57ad-45eb-b21c-3181933911a7","block_type":"box","text":"When BlackRock or a BlackRock client is subject to an ownership limitation, BlackRock may in its discretion","page_number":78,"box":{"x":149,"y":529,"width":709,"height":12}},{"id":"b746fc90-5938-4415-94c6-e0a0a276dd04","block_type":"box","text":"seek permission from the applicable issuers or regulators to exceed the limitation. However, there is no guarantee that","page_number":78,"box":{"x":117,"y":545,"width":754,"height":12}},{"id":"82318030-1cef-4d91-91db-6dc19f4a45c9","block_type":"box","text":"permission will be granted, or that, once granted, it will not be modified or revoked at a later date with minimal or no","page_number":78,"box":{"x":116,"y":560,"width":750,"height":12}},{"id":"888b0d22-df60-4ce0-aaa3-972f0c32b3bc","block_type":"box","text":"notice. The issuer and/or regulator may also require that BlackRock on behalf of itself and its clients take or refrain","page_number":78,"box":{"x":116,"y":576,"width":737,"height":12}},{"id":"51d69169-fcfc-4773-80b5-ddfa7c3feb53","block_type":"box","text":"from taking certain actions in connection with the approval, order, consent, relief or non-disapproval, which","page_number":78,"box":{"x":116,"y":591,"width":692,"height":12}},{"id":"7b98333a-7aaf-455b-80ec-2a302e415bc8","block_type":"box","text":"BlackRock may accept if it believes the benefits outweigh the costs and may limit BlackRock from taking actions that","page_number":78,"box":{"x":116,"y":607,"width":758,"height":12}},{"id":"38363a88-f02e-4590-be82-93c1af015063","block_type":"box","text":"it otherwise would take. In those circumstances where ownership thresholds or limitations must be observed,","page_number":78,"box":{"x":116,"y":622,"width":698,"height":12}},{"id":"78b0353b-b081-4731-b246-856666e085da","block_type":"box","text":"BlackRock seeks to allocate limited investment opportunities equitably among clients, taking into consideration","page_number":78,"box":{"x":116,"y":638,"width":717,"height":12}},{"id":"7244ec06-ffa0-41a7-b9ac-c83e55ab65d7","block_type":"box","text":"benchmark weight and investment strategy. BlackRock may adopt certain controls designed to prevent the occurrence","page_number":78,"box":{"x":116,"y":653,"width":757,"height":12}},{"id":"39c742c2-e308-40d3-bbdf-eb428cb3aa74","block_type":"box","text":"of a breach of any applicable ownership threshold or limits, including, for example, when ownership in certain","page_number":78,"box":{"x":116,"y":669,"width":709,"height":12}},{"id":"78434ec4-65be-4e8b-855c-c226610a52f7","block_type":"box","text":"securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or, with respect to","page_number":78,"box":{"x":117,"y":684,"width":764,"height":12}},{"id":"0d892aa7-7f95-4ec8-a6dc-cb50d37e9dde","block_type":"box","text":"ETFs, remove such securities from the list of Deposit Securities to be delivered to the Fund in connection with","page_number":78,"box":{"x":116,"y":700,"width":709,"height":12}},{"id":"1aa51f61-96c7-42a9-8614-3ea8ec332013","block_type":"box","text":"purchases of Creation Units of such Fund. If client holdings of an issuer exceed an applicable threshold and BlackRock","page_number":78,"box":{"x":116,"y":715,"width":765,"height":12}},{"id":"8a148558-55a2-4272-9c07-52a52e03e5d6","block_type":"box","text":"is unable to obtain relief to enable the continued holding of such investments, it may be necessary to reduce these","page_number":78,"box":{"x":116,"y":731,"width":726,"height":12}},{"id":"aa9b8edf-2779-4f93-9f58-5e19981e66e8","block_type":"box","text":"positions to meet the applicable limitations and BlackRock or such client may be subject to regulatory actions. In these","page_number":78,"box":{"x":116,"y":746,"width":762,"height":12}},{"id":"48766b51-abb7-4b90-8100-a123a43b86ab","block_type":"box","text":"cases, the investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":78,"box":{"x":116,"y":762,"width":633,"height":12}},{"id":"0b6139e7-e44d-4f3e-b40f-247b0e4d2907","block_type":"box","text":"Ownership limitations are highly complex. It is possible that, despite BlackRock’s intent to either comply","page_number":78,"box":{"x":150,"y":789,"width":712,"height":12}},{"id":"3ceb6aa1-01fe-4915-851b-611b235754ec","block_type":"box","text":"with or be granted permission to exceed ownership limitations, it may inadvertently breach a limit or violate the","page_number":78,"box":{"x":116,"y":805,"width":755,"height":11}},{"id":"95f0f4fb-083d-4c16-a27c-3eead4ff0ee2","block_type":"box","text":"corporate or regulatory approval, order, consent, relief or non-disapproval that was obtained.","page_number":78,"box":{"x":116,"y":820,"width":624,"height":12}},{"id":"f3b7ea5d-957b-42e7-a398-a908339e3c06","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental","page_number":78,"box":{"x":150,"y":847,"width":731,"height":12}},{"id":"660d2d2d-7b37-4415-9553-8d59cf3e222e","block_type":"box","text":"and regulatory authorities, and such reports may entail the disclosure of the identity of a client or BlackRock’s","page_number":78,"box":{"x":116,"y":863,"width":744,"height":11}},{"id":"83116d4d-7e37-40ce-8c12-1fb61b7f1253","block_type":"box","text":"intended strategy with respect to such security or asset.","page_number":78,"box":{"x":116,"y":878,"width":370,"height":12}},{"id":"70101c82-4a6f-4d6c-94ea-783c275a0b9e","block_type":"box","text":"S-75","page_number":78,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"a90a5e59-8e02-44e9-90b9-f9cf87116b83","block_type":"box","text":"NM1026U-5982768-78/119","page_number":78,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"016ce78f-812a-442c-9b31-693b5af62c69","block_type":"box","text":"BlackRock may maintain securities indices. To the extent permitted by applicable laws, the Fund may seek","page_number":79,"box":{"x":150,"y":88,"width":722,"height":11}},{"id":"d3b7c2bc-08d8-4043-8e99-ddf35ad859de","block_type":"box","text":"to license and use such indices as part of their investment strategy. Index based funds that seek to track the","page_number":79,"box":{"x":116,"y":103,"width":719,"height":12}},{"id":"da999ac9-d281-4217-a8b8-e2f67ac54534","block_type":"box","text":"performance of securities indices also may use the name of the index or index provider in the fund name. Index","page_number":79,"box":{"x":116,"y":119,"width":751,"height":11}},{"id":"c9a2f1a0-3237-4f26-9096-fca4e8e63188","block_type":"box","text":"providers, including BlackRock (to the extent permitted by applicable law), may be paid licensing fees for use of","page_number":79,"box":{"x":116,"y":134,"width":763,"height":12}},{"id":"e154f27b-844c-48ca-b5d8-8dc9c6f8068f","block_type":"box","text":"their index or index name. In instances where BlackRock charges a unitary management fee, BlackRock may","page_number":79,"box":{"x":116,"y":150,"width":737,"height":11}},{"id":"28848a15-bfd3-4dd3-97f8-37e4e06de8e4","block_type":"box","text":"have a financial incentive to use a BlackRock index that is less costly to BlackRock than a third party index.","page_number":79,"box":{"x":116,"y":165,"width":729,"height":12}},{"id":"afe69940-d809-46f3-a298-01fb725e29a0","block_type":"box","text":"BlackRock may benefit from the Fund using BlackRock indices by creating increasing acceptance in the","page_number":79,"box":{"x":116,"y":181,"width":705,"height":11}},{"id":"dfc68606-4b3d-4561-8409-81676fc062bc","block_type":"box","text":"marketplace for such indices. BlackRock is not obligated to license its indices to the Fund and the Fund is under","page_number":79,"box":{"x":116,"y":196,"width":757,"height":12}},{"id":"5eda13da-ab6e-4b9b-9a8e-0c8ca8caa34e","block_type":"box","text":"no obligation to use BlackRock indices. Any fund that enters into a license for a BlackRock index cannot be","page_number":79,"box":{"x":116,"y":212,"width":729,"height":11}},{"id":"f1a56789-bdb8-4fec-8007-684cf348887b","block_type":"box","text":"assured that the terms of any index licensing agreement with BlackRock will be as favorable as those terms","page_number":79,"box":{"x":116,"y":227,"width":724,"height":12}},{"id":"f45deb66-2f95-4b47-a28c-90b5902e1e96","block_type":"box","text":"offered to other licensees.","page_number":79,"box":{"x":116,"y":243,"width":173,"height":9}},{"id":"2b6e35e6-7f4b-45c0-848a-7b831c671783","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to the Fund (e.g.,","page_number":79,"box":{"x":150,"y":269,"width":699,"height":12}},{"id":"5e92befb-4536-4268-a689-3a4e00a81dd9","block_type":"box","text":"custodians, administrators and index providers) pursuant to which BlackRock receives fee discounts or","page_number":79,"box":{"x":116,"y":285,"width":694,"height":12}},{"id":"b4d5fe7c-3a28-4af8-92ec-2edd244f5f8e","block_type":"box","text":"concessions in recognition of BlackRock’s overall relationship with such service providers. BlackRock may also","page_number":79,"box":{"x":116,"y":300,"width":760,"height":12}},{"id":"94ce156d-1a0d-4948-939e-393a94164065","block_type":"box","text":"enter into contractual arrangements with such service providers pursuant to which BlackRock incurs additional","page_number":79,"box":{"x":116,"y":316,"width":748,"height":12}},{"id":"d2ab1e9b-7022-49b4-a8e9-4d542ee61e80","block_type":"box","text":"costs if the service provider’s services are terminated with respect to the Fund. To the extent that BlackRock is","page_number":79,"box":{"x":116,"y":332,"width":746,"height":11}},{"id":"9c639ce3-7f82-4c6d-98d4-876b215b44b8","block_type":"box","text":"responsible for paying service providers out of its fees that it receives from the Fund, the benefits of lower fees,","page_number":79,"box":{"x":116,"y":347,"width":752,"height":12}},{"id":"cd0ae441-178a-4212-a39b-7c3041a8d483","block_type":"box","text":"including any fee discounts or concessions, or any additional savings, may accrue, in whole or in part, to","page_number":79,"box":{"x":116,"y":363,"width":705,"height":11}},{"id":"a974cf20-1547-4f99-950c-326836814a51","block_type":"box","text":"BlackRock, which could result in conflicts of interest relating to the use or termination of service providers to the","page_number":79,"box":{"x":116,"y":378,"width":764,"height":12}},{"id":"a8b561ed-b384-4aa7-8445-5c58eee94465","block_type":"box","text":"Fund. In addition, conflicts of interest may arise with respect to contractual arrangements with third-party service","page_number":79,"box":{"x":116,"y":394,"width":764,"height":11}},{"id":"1a96838a-f5b6-45d0-85b5-770439404ece","block_type":"box","text":"providers to the Fund, or the selection of such providers, particularly in circumstances where BlackRock is","page_number":79,"box":{"x":116,"y":409,"width":720,"height":12}},{"id":"20d70cb6-cf0b-440f-93da-ec867e3082a9","block_type":"box","text":"negotiating on behalf of both funds that have a unitary management fee and those that do not or different service","page_number":79,"box":{"x":116,"y":425,"width":759,"height":11}},{"id":"a9a0f4c7-6b8a-42ab-86dc-841d6d5192ed","block_type":"box","text":"providers have different fee structures.","page_number":79,"box":{"x":116,"y":440,"width":259,"height":12}},{"id":"78b553ee-f512-46d1-a764-4a984765d3a4","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client","page_number":79,"box":{"x":150,"y":467,"width":675,"height":12}},{"id":"8796d992-ff5e-4a3f-8874-def0a8447110","block_type":"box","text":"accounts by BlackRock’s investment professionals. For example, differences in the advisory fee structure may","page_number":79,"box":{"x":116,"y":482,"width":744,"height":12}},{"id":"1510e426-4b5f-426d-8331-e7f2432a28fe","block_type":"box","text":"create the appearance of actual or potential conflicts of interest because such differences could create pecuniary","page_number":79,"box":{"x":116,"y":498,"width":752,"height":12}},{"id":"9dae670c-98eb-4e3b-9513-1ad177d22f4b","block_type":"box","text":"incentives for BlackRock to favor one client account over another.","page_number":79,"box":{"x":116,"y":513,"width":447,"height":9}},{"id":"4901cf4d-34f8-4fa9-874d-f24fefc9f06f","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/or","page_number":79,"box":{"x":150,"y":540,"width":711,"height":12}},{"id":"92acc5a0-8401-42af-8642-94d656f27083","block_type":"box","text":"information systems used by Fund service providers. These systems are, or will be, used by the Fund service","page_number":79,"box":{"x":116,"y":556,"width":732,"height":11}},{"id":"13b81bb4-327d-4de8-9bc2-9e765363f6a1","block_type":"box","text":"provider in connection with the provision of services to accounts managed by BlackRock and funds managed and","page_number":79,"box":{"x":116,"y":571,"width":765,"height":12}},{"id":"79a9d13e-a601-4ced-b295-8d8722fab720","block_type":"box","text":"sponsored by BlackRock, including the Fund, that engage the service provider (typically the custodian). The","page_number":79,"box":{"x":117,"y":587,"width":729,"height":11}},{"id":"5ceaf29a-cd56-4f13-902e-14677c11c910","block_type":"box","text":"Fund’s service provider remunerates BlackRock for the use of the systems. The Fund service provider’s","page_number":79,"box":{"x":116,"y":602,"width":700,"height":12}},{"id":"db97a22b-0c2d-4e4f-8fa3-a7a3e4c7c368","block_type":"box","text":"payments to BlackRock for the use of these systems may enhance the profitability of BlackRock.","page_number":79,"box":{"x":116,"y":618,"width":654,"height":11}},{"id":"6de291c7-e550-4326-9353-c2f2b3c9126a","block_type":"box","text":"BlackRock’s receipt of fees from a service provider in connection with the use of systems provided by","page_number":79,"box":{"x":150,"y":645,"width":690,"height":11}},{"id":"757d9f41-cbcc-4a2d-bc70-da3405ebdbaf","block_type":"box","text":"BlackRock may create an incentive for BlackRock to recommend that the Fund enter into or renew an","page_number":79,"box":{"x":116,"y":660,"width":688,"height":12}},{"id":"4e65f923-783a-4eb2-a98b-fe089b31b18a","block_type":"box","text":"arrangement with the service provider.","page_number":79,"box":{"x":116,"y":676,"width":259,"height":11}},{"id":"6266a2d6-74c4-4002-b6f9-ec2f60fe3319","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special","page_number":79,"box":{"x":150,"y":703,"width":710,"height":11}},{"id":"422e1a18-80b1-42c2-83f1-71ac92fda1d4","block_type":"box","text":"pricing arrangements for certain services provided by BlackRock. Any such special pricing arrangements will not","page_number":79,"box":{"x":116,"y":718,"width":766,"height":12}},{"id":"226082d7-43d9-4c34-97c8-fbbfdd1690ac","block_type":"box","text":"affect Fund fees and expenses applicable to such client’s investment in the Fund.","page_number":79,"box":{"x":116,"y":734,"width":544,"height":11}},{"id":"e765a7ad-15f1-405b-b62b-bd953fdb9f22","block_type":"box","text":"Present and future activities of BlackRock and its directors, officers and employees, in addition to those","page_number":79,"box":{"x":150,"y":760,"width":699,"height":12}},{"id":"e83691da-d3a5-453f-9c57-eaa601e93c0b","block_type":"box","text":"described in this section, may give rise to additional conflicts of interest.","page_number":79,"box":{"x":116,"y":776,"width":488,"height":12}},{"id":"7f7ed45d-01c1-4558-bb9b-73d0b985c630","block_type":"box","text":"DESCRIPTION OF SHARES","page_number":79,"box":{"x":392,"y":814,"width":215,"height":9}},{"id":"8530059d-9371-4eeb-8763-9e2bcb688c0a","block_type":"box","text":"Other Shares","page_number":79,"box":{"x":116,"y":841,"width":95,"height":9}},{"id":"53e57e18-39c8-4fe6-8b45-47bb779f77ea","block_type":"box","text":"The Board (subject to applicable law and the Fund’s Declaration of Trust) may authorize an offering,","page_number":79,"box":{"x":150,"y":862,"width":681,"height":12}},{"id":"43c9f766-d529-423d-91f9-1c1c29cc4bd9","block_type":"box","text":"without the approval of the holders of Shares and, depending on their terms, any Preferred Shares outstanding at","page_number":79,"box":{"x":116,"y":878,"width":757,"height":11}},{"id":"1239741a-ec92-4ccd-9198-35226c9f1159","block_type":"box","text":"S-76","page_number":79,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"c96e0afe-05e8-4c32-b537-368a97ab61fd","block_type":"box","text":"NM1026U-5982768-79/119","page_number":79,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"37f70fc2-0583-45d6-80a4-4766972d4b04","block_type":"box","text":"that time, of other classes of shares, or other classes or series of shares, as they determine to be necessary,","page_number":80,"box":{"x":116,"y":88,"width":712,"height":11}},{"id":"0c073a99-45fd-4253-bf06-eaecb3496d5a","block_type":"box","text":"desirable or appropriate, having such terms, rights, preferences, privileges, limitations and restrictions as the","page_number":80,"box":{"x":116,"y":103,"width":730,"height":12}},{"id":"f9ff7e90-780c-45f6-8b6b-356c5fd25594","block_type":"box","text":"Board sees fit. The Fund currently does not expect to issue any other classes of shares, or series of shares, except","page_number":80,"box":{"x":116,"y":119,"width":761,"height":11}},{"id":"a648496f-c113-459d-a8f9-6373bee09c89","block_type":"box","text":"for the Shares.","page_number":80,"box":{"x":116,"y":134,"width":96,"height":9}},{"id":"d10105df-3e34-4dc1-a1dd-f2e753b19eaf","block_type":"box","text":"TAX MATTERS","page_number":80,"box":{"x":439,"y":180,"width":121,"height":10}},{"id":"3307ff48-c04b-4d66-a983-203a747b8b96","block_type":"box","text":"The following is a summary of certain U.S. federal income tax consequences generally applicable to a","page_number":80,"box":{"x":150,"y":212,"width":688,"height":11}},{"id":"0dc81e5f-c466-4073-806b-066985cc1326","block_type":"box","text":"shareholder of holding and disposing of Shares of the Fund. The discussion reflects applicable income tax laws","page_number":80,"box":{"x":117,"y":227,"width":748,"height":12}},{"id":"32824703-c044-4149-866d-df38521cf693","block_type":"box","text":"of the United States as of the date of this SAI, which income tax laws may be changed or subject to new","page_number":80,"box":{"x":116,"y":243,"width":702,"height":11}},{"id":"25a185c1-e3c1-47fb-86ed-c9bb9dc024e1","block_type":"box","text":"interpretations by the courts or the IRS retroactively or prospectively. No attempt is made to present a detailed","page_number":80,"box":{"x":116,"y":258,"width":744,"height":12}},{"id":"c5a3d8d7-d8a9-4627-802e-924d8572eb69","block_type":"box","text":"explanation of all U.S. federal income tax concerns affecting the Fund and its shareholders (including","page_number":80,"box":{"x":116,"y":274,"width":685,"height":11}},{"id":"0598d5c9-aa17-41d7-a014-86343a492dca","block_type":"box","text":"shareholders subject to special provisions of the Code, including, without limitation, financial institutions,","page_number":80,"box":{"x":117,"y":289,"width":714,"height":12}},{"id":"ffbf0d85-f223-41ec-901c-307db01cc821","block_type":"box","text":"insurance companies, a partnership or other pass-through entity for U.S. federal income tax purposes, common","page_number":80,"box":{"x":116,"y":305,"width":747,"height":11}},{"id":"f23deae4-4fe2-4637-96c7-a1fd709aebb6","block_type":"box","text":"shareholders whose “functional currency” is not the U.S. dollar, tax-exempt organizations, a controlled foreign","page_number":80,"box":{"x":117,"y":320,"width":746,"height":12}},{"id":"81d7eac8-1220-4302-9e80-2e99467cbed6","block_type":"box","text":"corporation or a passive foreign investment company, dealers in securities or currencies, traders in securities or","page_number":80,"box":{"x":116,"y":336,"width":750,"height":11}},{"id":"6e784c78-d76d-4b15-a340-4bff816dc8d2","block_type":"box","text":"commodities that elect mark-to-market treatment, or persons that will hold Shares as a position in a “straddle,”","page_number":80,"box":{"x":116,"y":351,"width":746,"height":12}},{"id":"17c49d89-ad18-48cb-bdb9-183d6217d088","block_type":"box","text":"“hedge” or as part of a “constructive sale” for federal income tax purposes), and the discussions set forth here do","page_number":80,"box":{"x":116,"y":367,"width":760,"height":11}},{"id":"0b1827b0-e04c-403d-9e07-72d17d4b70ac","block_type":"box","text":"not constitute tax advice. If a partnership (or any other entity treated as a partnership for U.S. federal income tax","page_number":80,"box":{"x":116,"y":382,"width":757,"height":12}},{"id":"ade369fe-0f09-41d6-887f-90231e9d0a6d","block_type":"box","text":"purposes) holds Shares, the tax treatment of a partner in the partnership generally will depend upon the status of","page_number":80,"box":{"x":116,"y":398,"width":756,"height":11}},{"id":"7f40d929-fc2c-49f8-96a8-9f31cfa3b734","block_type":"box","text":"the partner and the activities of the partnership. Partnerships that hold Shares and partners in such a partnership","page_number":80,"box":{"x":116,"y":413,"width":750,"height":12}},{"id":"80556d7a-6c82-4eb3-af41-cd9a64f5fae8","block_type":"box","text":"should consult their tax advisors about the U.S. federal income tax considerations of the purchase, ownership and","page_number":80,"box":{"x":117,"y":429,"width":763,"height":11}},{"id":"a4d7c34f-0645-4f16-a0f7-9efba1cbedbd","block_type":"box","text":"disposition of Shares. Except as expressly provided otherwise, this discussion assumes that you are a taxable U.S.","page_number":80,"box":{"x":116,"y":444,"width":766,"height":12}},{"id":"fe5bc936-7a8b-4b7c-b4b6-d132987d9277","block_type":"box","text":"person for U.S. federal income tax purposes and that you hold Shares of the Fund as capital assets (generally, for","page_number":80,"box":{"x":116,"y":460,"width":761,"height":11}},{"id":"362f619a-a836-4cdf-84b9-a250077b4b6a","block_type":"box","text":"investment). The Fund has not sought and will not seek any ruling from the IRS regarding any matters discussed","page_number":80,"box":{"x":116,"y":475,"width":759,"height":12}},{"id":"6a5b7191-408a-4665-92b2-d40421800344","block_type":"box","text":"herein. No assurances can be given that the IRS would not assert, or that a court would not sustain, a position","page_number":80,"box":{"x":116,"y":491,"width":736,"height":11}},{"id":"54c0e0df-3028-4815-bec1-ca244527ff7b","block_type":"box","text":"contrary to those set forth below. This summary does not discuss any aspects of foreign, state or local tax.","page_number":80,"box":{"x":116,"y":506,"width":713,"height":12}},{"id":"04c1338b-ba26-4ab1-94f2-74e14323b5a1","block_type":"box","text":"Prospective investors should consult their own tax advisors as to the U.S. federal income tax consequences","page_number":80,"box":{"x":116,"y":522,"width":720,"height":11}},{"id":"648b05fd-d92d-430b-94c3-8afb44ab3c49","block_type":"box","text":"(including the alternative minimum tax consequences) of acquiring, holding and disposing of the Fund’s shares,","page_number":80,"box":{"x":116,"y":537,"width":754,"height":12}},{"id":"3cedc231-edf4-4161-af03-11078153ad5c","block_type":"box","text":"as well as the effects of state, local and non-U.S. tax laws.","page_number":80,"box":{"x":116,"y":553,"width":390,"height":10}},{"id":"86ff9633-642b-4d57-aa0a-94dc2cf99b32","block_type":"box","text":"Taxation of the Fund","page_number":80,"box":{"x":116,"y":591,"width":151,"height":9}},{"id":"646158cb-0946-4327-ac6d-d03d9693f1c3","block_type":"box","text":"The Fund has elected to be treated and to qualify to be taxed as a RIC under Subchapter M of the Code. To","page_number":80,"box":{"x":150,"y":615,"width":720,"height":11}},{"id":"86cc5925-b6da-4f81-8240-56b7bbd13174","block_type":"box","text":"qualify as a RIC, the Fund must, among other things, satisfy certain requirements relating to the source of its","page_number":80,"box":{"x":116,"y":630,"width":732,"height":12}},{"id":"c3674fad-5ef8-4b9c-b19e-e472c5487800","block_type":"box","text":"income, diversification of its assets, and distributions of its income to its shareholders. First, the Fund must","page_number":80,"box":{"x":116,"y":646,"width":722,"height":10}},{"id":"046f7aae-4be5-48a4-9cbc-f2f7e53f7467","block_type":"box","text":"derive at least 90% of its annual gross income from dividends, interest, payments with respect to securities loans,","page_number":80,"box":{"x":116,"y":661,"width":762,"height":12}},{"id":"9209e7be-80ac-43cc-ba7b-42ca1f2a614a","block_type":"box","text":"gains from the sale or other disposition of stock or securities or foreign currencies, or other income (including but","page_number":80,"box":{"x":116,"y":677,"width":767,"height":11}},{"id":"e0107ddf-9c22-4954-acbc-1db9e3a6c226","block_type":"box","text":"not limited to gains from options, futures and forward contracts) derived with respect to its business of investing","page_number":80,"box":{"x":116,"y":692,"width":757,"height":12}},{"id":"306d621b-c41f-4673-8bb4-71be82393c16","block_type":"box","text":"in such stock, securities or currencies, or net income derived from interests in “qualified publicly traded","page_number":80,"box":{"x":116,"y":708,"width":700,"height":11}},{"id":"ae0067a4-e142-4d70-abd2-4f56d95b3f37","block_type":"box","text":"partnerships” (as defined in the Code) (the “90% gross income test”). Second, the Fund must diversify its","page_number":80,"box":{"x":116,"y":723,"width":710,"height":12}},{"id":"3d791dde-464d-4b25-8cb6-77e3bbfd28c2","block_type":"box","text":"holdings so that, at the close of each quarter of its taxable year, (i) at least 50% of the value of its total assets is","page_number":80,"box":{"x":116,"y":739,"width":747,"height":11}},{"id":"e4429bf1-499a-481a-8576-f69f234ffd8f","block_type":"box","text":"comprised of cash, cash items, U.S. government securities, securities of other RICs and other securities, with","page_number":80,"box":{"x":116,"y":754,"width":734,"height":12}},{"id":"49f15a0d-f25e-4125-9531-cf29396fdf10","block_type":"box","text":"such other securities limited in respect of any one issuer to an amount not greater in value than 5% of the value of","page_number":80,"box":{"x":117,"y":770,"width":767,"height":11}},{"id":"6dd92a20-7cc7-4826-a501-131cc2c93878","block_type":"box","text":"the Fund’s total assets and to not more than 10% of the outstanding voting securities of such issuer, and (ii) not","page_number":80,"box":{"x":116,"y":785,"width":750,"height":12}},{"id":"af5a9f81-409f-47a0-bd60-e1175d165686","block_type":"box","text":"more than 25% of the value of the total assets is invested in the securities (other than U.S. government securities","page_number":80,"box":{"x":116,"y":801,"width":757,"height":11}},{"id":"b42dfcfe-3c31-4722-9bc6-37a01ed97c98","block_type":"box","text":"and securities of other RICs) of any one issuer or two or more issuers controlled by the Fund and engaged in the","page_number":80,"box":{"x":116,"y":816,"width":756,"height":12}},{"id":"8f6c294d-4a12-4110-9992-b78e13682861","block_type":"box","text":"same, similar or related trades or businesses, or any one or more “qualified publicly traded partnerships.”","page_number":80,"box":{"x":117,"y":832,"width":707,"height":11}},{"id":"216528a9-7a3b-44b3-a3f6-e3fd0f57947b","block_type":"box","text":"As long as the Fund qualifies as a RIC, the Fund will generally not be subject to corporate-level U.S. federal","page_number":80,"box":{"x":150,"y":863,"width":730,"height":11}},{"id":"7beb3ae2-5515-4b49-b143-22217223912f","block_type":"box","text":"income tax on income and gains that it distributes each taxable year to its shareholders, provided that in such","page_number":80,"box":{"x":116,"y":878,"width":734,"height":12}},{"id":"0f7b1165-0b69-424c-9cd0-fc5711abf353","block_type":"box","text":"S-77","page_number":80,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"a8898e87-aa3e-4a18-b871-78bec5c15e01","block_type":"box","text":"NM1026U-5982768-80/119","page_number":80,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"d003c17c-5d8e-4dda-b00d-dfa1c321d1f9","block_type":"box","text":"taxable year it distributes at least 90% of the sum of (i) its “investment company taxable income” (which","page_number":81,"box":{"x":116,"y":88,"width":707,"height":11}},{"id":"52984e9e-1eb2-4c0d-9c54-5fe248515257","block_type":"box","text":"includes, among other items, dividends, taxable interest, taxable original issue discount and market discount","page_number":81,"box":{"x":116,"y":103,"width":729,"height":12}},{"id":"e382397f-3d8c-440d-911d-51816769d714","block_type":"box","text":"income, income from securities lending, net short-term capital gain in excess of net long-term capital loss, and","page_number":81,"box":{"x":116,"y":119,"width":745,"height":11}},{"id":"3799093f-3ba2-4b70-8b2d-a2247f7c6217","block_type":"box","text":"any other taxable income other than “net capital gain” (as defined below), reduced by deductible expenses)","page_number":81,"box":{"x":116,"y":134,"width":721,"height":12}},{"id":"3e0e4fda-b6c9-4ab4-834c-a6bb62e5f982","block_type":"box","text":"determined without regard to the deduction for dividends paid and (ii) its net tax-exempt interest (the excess of","page_number":81,"box":{"x":116,"y":150,"width":749,"height":11}},{"id":"6a3a7e65-dbfc-41eb-a3a3-282a9ff5fbc3","block_type":"box","text":"its gross tax-exempt interest income over certain disallowed deductions), if any. The Fund may retain for","page_number":81,"box":{"x":116,"y":165,"width":708,"height":12}},{"id":"a3f47e29-2cfc-4340-b32b-ef6add43d66d","block_type":"box","text":"investment its net capital gain (which consists of the excess of its net long-term capital gain over its net short","page_number":81,"box":{"x":116,"y":181,"width":740,"height":11}},{"id":"305a7536-1801-4137-8609-25c038733a5c","block_type":"box","text":"term capital loss). However, if the Fund retains any net capital gain or any investment company taxable income,","page_number":81,"box":{"x":116,"y":196,"width":755,"height":12}},{"id":"d3173350-aae6-4d48-9e17-641187f5ea15","block_type":"box","text":"it will be subject to tax at regular corporate rates on the amount retained.","page_number":81,"box":{"x":116,"y":212,"width":489,"height":11}},{"id":"91341fe4-6cae-4838-96a2-f4c24e8a70e2","block_type":"box","text":"To avoid a 4% nondeductible U.S. federal excise tax, the Fund must distribute by December 31 of each","page_number":81,"box":{"x":150,"y":243,"width":696,"height":11}},{"id":"6db08bcc-b53a-4e90-8929-857001195376","block_type":"box","text":"calendar year the sum of at least 98% of its taxable ordinary income for such year, at least 98.2% of its capital","page_number":81,"box":{"x":116,"y":258,"width":742,"height":12}},{"id":"22113fda-ca23-437f-8cc2-5ffd3b0fa935","block_type":"box","text":"gain net income (the excess of its capital gains over its capital losses, generally computed on the basis of the","page_number":81,"box":{"x":116,"y":274,"width":730,"height":11}},{"id":"4216968b-f9c8-4b91-a465-7655076ccde6","block_type":"box","text":"one-year period ending on October 31 of such year). In addition, the minimum amounts that must be distributed","page_number":81,"box":{"x":116,"y":289,"width":754,"height":12}},{"id":"a51efd96-0e6a-4aa5-b6b7-879f13db70fd","block_type":"box","text":"in any year to avoid the excise tax will be increased or decreased to reflect any under-distribution or over","page_number":81,"box":{"x":116,"y":305,"width":714,"height":11}},{"id":"dd5eed18-903d-4f60-8693-b724826f3514","block_type":"box","text":"distribution, as the case may be, from the previous year. For purposes of the excise tax, the Fund will be deemed","page_number":81,"box":{"x":116,"y":320,"width":758,"height":12}},{"id":"5735a5d2-8022-487e-9756-f91bfccc2dee","block_type":"box","text":"to have distributed any income on which it paid U.S. federal income tax. The Fund intends to make timely","page_number":81,"box":{"x":116,"y":336,"width":716,"height":11}},{"id":"de3f6ac3-ae28-437a-90e7-ebbccb0f8e0f","block_type":"box","text":"distributions in compliance with these requirements, and consequently it is anticipated that it generally will not","page_number":81,"box":{"x":116,"y":351,"width":749,"height":12}},{"id":"28722df2-a257-454f-a942-6f989ccedc50","block_type":"box","text":"be required to pay the excise tax, although no assurances can be given in this regard.","page_number":81,"box":{"x":116,"y":367,"width":568,"height":11}},{"id":"d6cb1114-6ede-45e2-a137-d59b9dfb599d","block_type":"box","text":"If in any taxable year the Fund should fail to qualify under Subchapter M of the Code for tax treatment as a","page_number":81,"box":{"x":150,"y":398,"width":723,"height":11}},{"id":"12977e0c-eefc-4d3e-b90c-69902ca18bfc","block_type":"box","text":"RIC, the Fund would incur a regular corporate U.S. federal income tax upon all of its taxable income for that","page_number":81,"box":{"x":116,"y":413,"width":734,"height":12}},{"id":"949431d7-1112-4d79-9d39-1ffa8d49b531","block_type":"box","text":"year, and all distributions to its shareholders (including distributions of tax-exempt interest income or net capital","page_number":81,"box":{"x":116,"y":429,"width":759,"height":11}},{"id":"ce5cc8df-2fe6-45b4-9e19-b953a2f48f15","block_type":"box","text":"gain) would be taxable to shareholders as ordinary dividend income for U.S. federal income tax purposes to the","page_number":81,"box":{"x":116,"y":444,"width":751,"height":12}},{"id":"1035aea8-1e94-4550-8032-ba97cb34d580","block_type":"box","text":"extent of the Fund’s current or accumulated earnings and profits. In addition, to qualify again to be taxed as a","page_number":81,"box":{"x":116,"y":460,"width":737,"height":11}},{"id":"9b8ee0d0-91d0-4dd7-8181-ef710fcb1806","block_type":"box","text":"RIC in a subsequent year, the Fund would be required to distribute to shareholders its earnings and profits","page_number":81,"box":{"x":116,"y":475,"width":714,"height":12}},{"id":"00578aaf-bd86-4d81-bdfd-729fecde1311","block_type":"box","text":"attributable to non-RIC years. In addition, if the Fund failed to qualify as a RIC for a period greater than two","page_number":81,"box":{"x":116,"y":491,"width":732,"height":11}},{"id":"ecbf68b9-e33a-485b-98cf-7d35bbe89911","block_type":"box","text":"taxable years, then to qualify as a RIC in a subsequent year, the Fund would be required to elect to recognize and","page_number":81,"box":{"x":116,"y":506,"width":762,"height":12}},{"id":"48aba910-617c-40e9-8da1-4e39cf4c2052","block_type":"box","text":"pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that","page_number":81,"box":{"x":116,"y":522,"width":764,"height":11}},{"id":"624d6a14-ab15-443f-8f42-a13bb71e2d9c","block_type":"box","text":"would have been realized if the Fund had been liquidated) or, alternatively, be subject to taxation on such built-in","page_number":81,"box":{"x":116,"y":537,"width":765,"height":12}},{"id":"34f09a82-4487-4900-9654-8fb8d20a846c","block_type":"box","text":"gain recognized for a period of five years. The remainder of this discussion assumes that the Fund qualifies for","page_number":81,"box":{"x":116,"y":553,"width":747,"height":11}},{"id":"6720dd51-73ad-45e0-bd7c-890fd237e300","block_type":"box","text":"taxation as a RIC.","page_number":81,"box":{"x":116,"y":568,"width":119,"height":9}},{"id":"5d4e69f5-e6ef-418e-9c8d-09a2dba0bd91","block_type":"box","text":"The Fund’s Investments","page_number":81,"box":{"x":116,"y":607,"width":173,"height":9}},{"id":"e70a15fd-d1a4-4d96-96b6-9a8c65916c7d","block_type":"box","text":"Certain of the Fund’s investment practices may be subject to special and complex U.S. federal income tax","page_number":81,"box":{"x":150,"y":630,"width":714,"height":12}},{"id":"ff6e6054-b576-4e02-8d70-0d1fd92f6427","block_type":"box","text":"provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses","page_number":81,"box":{"x":116,"y":646,"width":754,"height":11}},{"id":"f526a38e-0c62-4068-9186-1ab803cc8d6a","block_type":"box","text":"or deductions, (ii) convert lower taxed long-term capital gain or qualified dividend income into higher taxed","page_number":81,"box":{"x":116,"y":661,"width":729,"height":12}},{"id":"14c4b5a7-6477-486c-b099-867564c18845","block_type":"box","text":"short-term capital gain or ordinary income, (iii) convert tax-exempt income into taxable income, (iv) convert an","page_number":81,"box":{"x":117,"y":677,"width":752,"height":11}},{"id":"e2dc11d5-e2af-4b66-a754-136358727eaa","block_type":"box","text":"ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (v) cause the Fund to","page_number":81,"box":{"x":116,"y":692,"width":756,"height":12}},{"id":"2c13ac12-cd6c-492f-a742-a9178662ee9e","block_type":"box","text":"recognize taxable income or gain without a corresponding receipt of cash, (vi) adversely affect when taxable","page_number":81,"box":{"x":116,"y":708,"width":732,"height":11}},{"id":"b715ee52-5d1e-4270-a403-b85ea312c41e","block_type":"box","text":"income must be recognized or the time as to when a purchase or sale of stock or securities is deemed to occur,","page_number":81,"box":{"x":116,"y":723,"width":742,"height":12}},{"id":"4acb317d-570b-48df-84b2-5d513a0172c7","block_type":"box","text":"(vii) adversely alter the characterization of certain complex financial transactions or (viii) produce income that","page_number":81,"box":{"x":116,"y":739,"width":746,"height":11}},{"id":"c91d15de-e045-4986-af2b-cc75531c5a54","block_type":"box","text":"will not be qualifying income for purposes of the 90% gross income test. Although the Fund intends to monitor","page_number":81,"box":{"x":116,"y":754,"width":750,"height":12}},{"id":"37935d47-454b-4ddd-b8e8-9c034ca046b0","block_type":"box","text":"its transactions and may make certain tax elections to mitigate the effect of these provisions, no assurances can","page_number":81,"box":{"x":116,"y":770,"width":747,"height":11}},{"id":"db682aa5-8bc9-4fb9-869b-41577ff6fc86","block_type":"box","text":"be made that the Fund will be able to do so.","page_number":81,"box":{"x":116,"y":785,"width":293,"height":9}},{"id":"5c970293-0a49-4ac1-9cc6-d02b7fefb9cb","block_type":"box","text":"The Fund may invest a portion of its net assets in below investment grade securities, commonly known as","page_number":81,"box":{"x":150,"y":816,"width":712,"height":12}},{"id":"f1081d1a-92a7-425d-93e7-0e664907317a","block_type":"box","text":"“junk” securities. Investments in these types of securities may present special tax issues for the Fund. U.S.","page_number":81,"box":{"x":116,"y":832,"width":716,"height":11}},{"id":"b21aafad-8e81-4f60-ba75-32cfc242b576","block_type":"box","text":"federal income tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest,","page_number":81,"box":{"x":116,"y":847,"width":746,"height":12}},{"id":"9cee8457-063b-480e-b448-ed62cde798d1","block_type":"box","text":"original issue discount or market discount, when and to what extent deductions may be taken for bad debts or","page_number":81,"box":{"x":116,"y":863,"width":737,"height":11}},{"id":"8f24c955-8906-47f2-8895-cfb6909b823b","block_type":"box","text":"worthless securities, how payments received on obligations in default should be allocated between principal and","page_number":81,"box":{"x":116,"y":878,"width":756,"height":12}},{"id":"90808120-1766-4e45-8ec4-054a8979b4ae","block_type":"box","text":"S-78","page_number":81,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"8369ff93-74eb-4e35-8de3-c91008054d5a","block_type":"box","text":"NM1026U-5982768-81/119","page_number":81,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"fb03a8d5-8edd-4aaf-8ee2-6deec61238d6","block_type":"box","text":"income and whether modifications or exchanges of debt obligations in a bankruptcy or workout context are","page_number":82,"box":{"x":116,"y":88,"width":723,"height":11}},{"id":"c1b68010-7419-4330-8dc4-ffdcc1ba5bbd","block_type":"box","text":"taxable. These and other issues could affect the Fund’s ability to distribute sufficient income to preserve its status","page_number":82,"box":{"x":116,"y":103,"width":765,"height":12}},{"id":"fdc5fe9f-8be6-4697-b67a-8f39f0b1a66c","block_type":"box","text":"as a RIC or to avoid the imposition of U.S. federal income or excise tax.","page_number":82,"box":{"x":116,"y":119,"width":486,"height":11}},{"id":"7c099ee3-1712-403a-95c8-1c08f0e82662","block_type":"box","text":"Certain debt securities acquired by the Fund may be treated as debt securities that were originally issued at a","page_number":82,"box":{"x":150,"y":150,"width":731,"height":11}},{"id":"1f1cc502-5681-4371-92d6-deb2bb82a1d4","block_type":"box","text":"discount. Generally, the amount of the original issue discount is treated as interest income and is included in","page_number":82,"box":{"x":116,"y":165,"width":730,"height":12}},{"id":"b7ca8b39-4cf6-4fb1-916a-efa8fa7cc7a5","block_type":"box","text":"taxable income (and required to be distributed by the Fund to qualify as a RIC and avoid U.S. federal income tax","page_number":82,"box":{"x":116,"y":181,"width":761,"height":11}},{"id":"6c34cd07-989d-46ef-b163-073be094dedf","block_type":"box","text":"or the 4% excise tax on undistributed income) over the term of the security, even though payment of that amount","page_number":82,"box":{"x":116,"y":196,"width":761,"height":12}},{"id":"d5897da8-f4f6-4802-8cb6-de38fc4962ed","block_type":"box","text":"is not received until a later time, usually when the debt security matures.","page_number":82,"box":{"x":116,"y":212,"width":488,"height":11}},{"id":"83f0adaf-cf8b-487d-b0e7-10c4d7a71b13","block_type":"box","text":"If the Fund purchases a debt security on a secondary market at a price lower than its adjusted issue price, the","page_number":82,"box":{"x":150,"y":243,"width":731,"height":11}},{"id":"79de4508-f260-4aa4-a7de-19653d87feb3","block_type":"box","text":"excess of the adjusted issue price over the purchase price is “market discount.” Unless the Fund makes an","page_number":82,"box":{"x":116,"y":258,"width":712,"height":12}},{"id":"cfa23e64-f68e-49d7-aaa0-d178689803b6","block_type":"box","text":"election to accrue market discount on a current basis, generally, any gain realized on the disposition of, and any","page_number":82,"box":{"x":116,"y":274,"width":752,"height":11}},{"id":"5ff087d3-4a9c-4ee2-9d32-597819ac198c","block_type":"box","text":"partial payment of principal on, such a debt security having market discount is treated as ordinary income to the","page_number":82,"box":{"x":116,"y":289,"width":754,"height":12}},{"id":"01aa9581-5554-4df0-9b16-8c55774f4059","block_type":"box","text":"extent the gain, or principal payment, does not exceed the “accrued market discount” on the debt security. Market","page_number":82,"box":{"x":116,"y":305,"width":767,"height":11}},{"id":"3b3c0b75-636f-47cf-b429-d9e8e928bfa8","block_type":"box","text":"discount generally accrues in equal daily installments. If the Fund ultimately collects less on the debt instrument","page_number":82,"box":{"x":116,"y":320,"width":757,"height":12}},{"id":"076efda6-77ca-4c84-823b-748c2d418e80","block_type":"box","text":"than its purchase price plus the market discount previously included in income, the Fund may not be able to","page_number":82,"box":{"x":116,"y":336,"width":726,"height":11}},{"id":"285de805-e6fb-4399-9841-b9b3cf07691e","block_type":"box","text":"benefit from any offsetting loss deductions.","page_number":82,"box":{"x":116,"y":351,"width":292,"height":12}},{"id":"68025020-aba8-4be7-85b6-4ba409a099c8","block_type":"box","text":"The Fund may invest in preferred securities or other investments the U.S. federal income tax treatment of","page_number":82,"box":{"x":150,"y":382,"width":711,"height":12}},{"id":"ffa6c9e0-8a96-4450-9840-b4ee23e2c141","block_type":"box","text":"which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of","page_number":82,"box":{"x":116,"y":398,"width":734,"height":11}},{"id":"35ffedfa-33c6-4a40-9adf-bb432b15af1e","block_type":"box","text":"such investments or the income from such investments differs from the tax treatment expected by the Fund, it","page_number":82,"box":{"x":117,"y":413,"width":738,"height":12}},{"id":"d93618d6-6489-4243-95e1-56a76567de8f","block_type":"box","text":"could affect the timing or character of income recognized by the Fund, potentially requiring the Fund to purchase","page_number":82,"box":{"x":116,"y":429,"width":764,"height":11}},{"id":"773d048b-5d92-4464-96d6-2699a9c51484","block_type":"box","text":"or sell securities, or otherwise change its portfolio, to comply with the tax rules applicable to RICs under the","page_number":82,"box":{"x":116,"y":444,"width":731,"height":12}},{"id":"bbb22bc6-dcda-47c5-bc7f-5914b40b9eef","block_type":"box","text":"Code.","page_number":82,"box":{"x":116,"y":460,"width":38,"height":9}},{"id":"71354890-d762-4701-b542-a2aeac5c5c27","block_type":"box","text":"Gain or loss on the sale of securities, including tax-exempt municipal securities, by the Fund will generally","page_number":82,"box":{"x":150,"y":491,"width":721,"height":11}},{"id":"0c11ff1f-ed4c-41dd-b7a3-598dc7cca7c1","block_type":"box","text":"be long-term capital gain or loss if the securities have been held by the Fund for more than one year. Gain or loss","page_number":82,"box":{"x":116,"y":506,"width":762,"height":12}},{"id":"5384b339-5503-4773-97d9-59b6722bbd87","block_type":"box","text":"on the sale of securities held for one year or less will be short-term capital gain or loss.","page_number":82,"box":{"x":116,"y":522,"width":584,"height":11}},{"id":"8e6034a0-9652-41bc-a9c8-0238868e9663","block_type":"box","text":"Because the Fund may invest in foreign securities, its income from such securities may be subject to","page_number":82,"box":{"x":150,"y":553,"width":676,"height":11}},{"id":"1edd5437-a48f-4066-8d59-eb64fff09d5b","block_type":"box","text":"non-U.S. taxes. The Fund does not expect that it will be eligible to elect to “pass through” to common","page_number":82,"box":{"x":116,"y":568,"width":686,"height":12}},{"id":"39bf4fc0-ae36-460e-bbe3-c6a15dae7e64","block_type":"box","text":"shareholders of the Fund the ability to use the foreign tax deduction or foreign tax credit for foreign taxes paid by","page_number":82,"box":{"x":117,"y":584,"width":764,"height":11}},{"id":"cd7d0a26-0d0a-4dd4-8939-97ed1eb0391b","block_type":"box","text":"the Fund with respect to qualifying taxes.","page_number":82,"box":{"x":116,"y":599,"width":278,"height":12}},{"id":"ff86a37f-2e29-4a15-b99a-e4160b66f501","block_type":"box","text":"Foreign currency gain or loss on foreign currency exchange contracts, non-U.S. dollar-denominated","page_number":82,"box":{"x":150,"y":630,"width":672,"height":12}},{"id":"7a0f3303-30bf-42a4-8423-be342c0551c0","block_type":"box","text":"securities contracts, and non-U.S. dollar-denominated futures contracts, options and forward contracts that are","page_number":82,"box":{"x":117,"y":646,"width":741,"height":11}},{"id":"d30c46a9-bdd2-4d7e-9d89-cfb71184d960","block_type":"box","text":"not section 1256 contracts (as defined below) generally will be treated as ordinary income and loss.","page_number":82,"box":{"x":116,"y":661,"width":669,"height":12}},{"id":"7488c07b-f4c3-4011-9bad-0fdd0f7ace4b","block_type":"box","text":"Income from options on individual securities written by the Fund will generally not be recognized by the","page_number":82,"box":{"x":150,"y":692,"width":706,"height":12}},{"id":"c3014528-6ad1-4667-9365-aa01c8fb317d","block_type":"box","text":"Fund for tax purposes until an option is exercised, lapses or is subject to a “closing transaction” (as defined by","page_number":82,"box":{"x":116,"y":708,"width":743,"height":11}},{"id":"d129eaac-980e-44e9-98e3-0ef2b5d1d71a","block_type":"box","text":"applicable regulations) pursuant to which the Fund’s obligations with respect to the option are otherwise","page_number":82,"box":{"x":116,"y":723,"width":704,"height":12}},{"id":"c453f5dd-707d-4f3a-bd85-b2eb4b19ee45","block_type":"box","text":"terminated. If the option lapses without exercise, the premiums received by the Fund from the writing of such","page_number":82,"box":{"x":116,"y":739,"width":739,"height":11}},{"id":"30f8f657-4e35-4a1b-93d7-d371fcad07a8","block_type":"box","text":"options will generally be characterized as short-term capital gain. If the Fund enters into a closing transaction, the","page_number":82,"box":{"x":116,"y":754,"width":766,"height":12}},{"id":"0e5b7a22-0275-4bed-8a16-e828e76b3bbc","block_type":"box","text":"difference between the premiums received and the amount paid by the Fund to close out its position will","page_number":82,"box":{"x":116,"y":770,"width":703,"height":11}},{"id":"977cad41-10c1-4ea9-acb8-8f41eb72f404","block_type":"box","text":"generally be treated as short-term capital gain or loss. If an option written by the Fund is exercised, thereby","page_number":82,"box":{"x":116,"y":785,"width":723,"height":12}},{"id":"6101a8be-3f86-4513-88ba-5a73ce4c5244","block_type":"box","text":"requiring the Fund to sell the underlying security, the premium will increase the amount realized upon the sale of","page_number":82,"box":{"x":116,"y":801,"width":764,"height":11}},{"id":"99569410-e269-4d60-9712-e5e479a493f5","block_type":"box","text":"the security, and the character of any gain on such sale of the underlying security as short-term or long-term","page_number":82,"box":{"x":116,"y":816,"width":728,"height":12}},{"id":"205a0461-7e54-4397-a746-66ceb6b892bb","block_type":"box","text":"capital gain will depend on the holding period of the Fund in the underlying security.","page_number":82,"box":{"x":116,"y":832,"width":572,"height":11}},{"id":"6414fd15-477a-4768-bc54-12bacaaea2e5","block_type":"box","text":"Options on indices of securities and sectors of securities that qualify as “section 1256 contracts” will","page_number":82,"box":{"x":150,"y":863,"width":678,"height":11}},{"id":"7d2a8919-adde-41e5-99c5-6d3cd59107f4","block_type":"box","text":"generally be “marked-to-market” for U.S. federal income tax purposes. As a result, the Fund will generally","page_number":82,"box":{"x":116,"y":878,"width":721,"height":12}},{"id":"d852c822-75db-4258-ba30-de36110e4265","block_type":"box","text":"S-79","page_number":82,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"f9c38230-7c1b-4d21-8dbf-1fafa39c1080","block_type":"box","text":"NM1026U-5982768-82/119","page_number":82,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"31c70160-0725-4dc9-8b8a-a91897a2936e","block_type":"box","text":"recognize gain or loss on the last day of each taxable year equal to the difference between the value of the option","page_number":83,"box":{"x":116,"y":88,"width":760,"height":11}},{"id":"998f9ba7-835f-4507-9ca4-8c5c73d9317d","block_type":"box","text":"on that date and the adjusted basis of the option. The adjusted basis of the option will consequently be increased","page_number":83,"box":{"x":116,"y":103,"width":755,"height":12}},{"id":"0f3f8015-0193-4b46-9abe-7105c85dc3bf","block_type":"box","text":"by such gain or decreased by such loss. Any gain or loss with respect to options on indices and sectors that","page_number":83,"box":{"x":116,"y":119,"width":719,"height":11}},{"id":"919c6c02-a9b0-4d71-87ba-84bd1882c361","block_type":"box","text":"qualify as “section 1256 contracts” will be treated as short-term capital gain or loss to the extent of 40% of such","page_number":83,"box":{"x":116,"y":134,"width":755,"height":12}},{"id":"a44fff13-7e45-4b85-ac28-920133913aa7","block_type":"box","text":"gain or loss and long-term capital gain or loss to the extent of 60% of such gain or loss. Because the","page_number":83,"box":{"x":116,"y":150,"width":673,"height":11}},{"id":"8981ba0c-cc01-41bc-a086-9c3f5bf9a72a","block_type":"box","text":"mark-to-market rules may cause the Fund to recognize gain in advance of the receipt of cash, the Fund may be","page_number":83,"box":{"x":116,"y":165,"width":745,"height":12}},{"id":"8b72547f-b532-4631-acc8-95a73d893dd2","block_type":"box","text":"required to dispose of investments to meet its distribution requirements. “Mark-to-market” losses may be","page_number":83,"box":{"x":116,"y":181,"width":709,"height":11}},{"id":"d451e2d0-d195-42f3-b88f-40d0c640b7e4","block_type":"box","text":"suspended or otherwise limited if such losses are part of a straddle or similar transaction.","page_number":83,"box":{"x":117,"y":196,"width":597,"height":12}},{"id":"7cdac9a8-3cf3-4481-9478-6769ff71c884","block_type":"box","text":"Taxation of Shareholders","page_number":83,"box":{"x":116,"y":231,"width":182,"height":9}},{"id":"d1954539-5ce2-446f-91e9-4045255113c8","block_type":"box","text":"The Fund will either distribute or retain for reinvestment all or part of its net capital gain. If any such gain is","page_number":83,"box":{"x":150,"y":253,"width":690,"height":11}},{"id":"78294d46-37c3-4c4b-99dc-3aee8ded95fd","block_type":"box","text":"retained, the Fund will be subject to a corporate income tax on such retained amount. In that event, the Fund expects to","page_number":83,"box":{"x":116,"y":268,"width":762,"height":12}},{"id":"30f35f5b-8a00-4cb7-ae38-652d2846b014","block_type":"box","text":"report the retained amount as undistributed capital gain in a notice to its common shareholders, each of whom, if","page_number":83,"box":{"x":116,"y":284,"width":723,"height":11}},{"id":"9190780d-c27c-44dd-aacc-174ad52c3865","block_type":"box","text":"subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income for U.S. federal","page_number":83,"box":{"x":117,"y":299,"width":755,"height":12}},{"id":"67bf3b7d-1e1c-4ce8-9f66-4e92d3ad9c3a","block_type":"box","text":"income tax purposes as long-term capital gain its share of such undistributed amounts, (ii) will be entitled to credit its","page_number":83,"box":{"x":116,"y":315,"width":751,"height":11}},{"id":"5d638e29-c160-43ac-9b26-09839ba38c97","block_type":"box","text":"proportionate share of the tax paid by the Fund against its U.S. federal income tax liability and to claim refunds to the","page_number":83,"box":{"x":116,"y":330,"width":753,"height":12}},{"id":"031bb90e-968e-4276-895c-3065a722e5a2","block_type":"box","text":"extent that the credit exceeds such liability and (iii) will increase its basis in its Shares by the amount of undistributed","page_number":83,"box":{"x":116,"y":346,"width":751,"height":11}},{"id":"0a9b937a-826b-40ea-91f9-5e2d2cc59311","block_type":"box","text":"capital gains included in the shareholder’s income less the tax deemed paid by the shareholder under clause (ii).","page_number":83,"box":{"x":116,"y":361,"width":715,"height":12}},{"id":"54a5bed0-52cf-41cd-b299-967310a6c1c4","block_type":"box","text":"Distributions paid to you by the Fund from its net capital gain, if any, that the Fund properly reports as","page_number":83,"box":{"x":150,"y":390,"width":691,"height":11}},{"id":"f8bd3169-db19-4e0d-b9d0-17a48bc3a3fa","block_type":"box","text":"capital gain dividends (“capital gain dividends”) are taxable as long-term capital gains, regardless of how long","page_number":83,"box":{"x":116,"y":405,"width":744,"height":12}},{"id":"fc1b676f-62f6-49ac-ad5e-ecc5bd7064ed","block_type":"box","text":"you have held your Shares. All other dividends paid to you by the Fund (including dividends from net short-term","page_number":83,"box":{"x":116,"y":421,"width":761,"height":11}},{"id":"c9854561-8ceb-4830-b405-f22fd0c628e3","block_type":"box","text":"capital gains) from its current or accumulated earnings and profits (“ordinary income dividends”) are generally","page_number":83,"box":{"x":116,"y":436,"width":748,"height":12}},{"id":"c09747e3-552c-4a2b-88c0-9c685ad024fc","block_type":"box","text":"subject to tax as ordinary income. Provided that certain holding period and other requirements are met, ordinary","page_number":83,"box":{"x":117,"y":452,"width":753,"height":11}},{"id":"ac72b2aa-e7c2-4b22-8377-7030d1d77c9e","block_type":"box","text":"income dividends (if properly reported by the Fund) may qualify (i) for the dividends received deduction in the","page_number":83,"box":{"x":116,"y":467,"width":749,"height":12}},{"id":"3e33cb40-5b27-4ecf-bbb5-6c3589079e67","block_type":"box","text":"case of corporate shareholders to the extent that the Fund’s income consists of dividend income from U.S.","page_number":83,"box":{"x":116,"y":483,"width":714,"height":11}},{"id":"bc950e35-7920-4d7d-a7c4-cc61c577d716","block_type":"box","text":"corporations, (ii) in the case of individual shareholders, as “qualified dividend income” eligible to be taxed at","page_number":83,"box":{"x":116,"y":498,"width":737,"height":12}},{"id":"6903413c-0cb8-40e7-aba0-d1683cd06e8d","block_type":"box","text":"long-term capital gains rates to the extent that the Fund receives qualified dividend income, and (iii) in the case","page_number":83,"box":{"x":116,"y":514,"width":750,"height":11}},{"id":"219347a3-09e9-4a85-8dba-78b0457dad8d","block_type":"box","text":"of individual shareholders, as “section 199A dividends” eligible for a 20% “qualified business income”","page_number":83,"box":{"x":116,"y":529,"width":696,"height":12}},{"id":"d6729c2b-e051-4608-a4ae-46ca39b75cff","block_type":"box","text":"deduction to the extent the Fund receives ordinary REIT dividends, reduced by allocable Fund expenses.","page_number":83,"box":{"x":116,"y":545,"width":704,"height":11}},{"id":"b463a5de-90c7-487f-a136-62f2a73a8809","block_type":"box","text":"Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain","page_number":83,"box":{"x":116,"y":560,"width":715,"height":12}},{"id":"0791990d-4eca-40f3-bda9-c3d70323aeaa","block_type":"box","text":"qualified foreign corporations (e.g., generally, foreign corporations incorporated in a possession of the United","page_number":83,"box":{"x":116,"y":576,"width":740,"height":11}},{"id":"768b748f-5c75-44d9-b77e-f717e1e3798f","block_type":"box","text":"States or in certain countries with a qualifying comprehensive tax treaty with the United States, or whose stock","page_number":83,"box":{"x":116,"y":591,"width":748,"height":12}},{"id":"4b349478-ddf3-46cd-b955-4e0c3d6c3a73","block_type":"box","text":"with respect to which such dividend is paid is readily tradable on an established securities market in the United","page_number":83,"box":{"x":116,"y":607,"width":748,"height":11}},{"id":"0964b71a-e415-4d46-be18-d8bfc5313d89","block_type":"box","text":"States). There can be no assurance as to what portion, if any, of the Fund’s distributions will constitute qualified","page_number":83,"box":{"x":116,"y":622,"width":756,"height":12}},{"id":"7425a69e-933f-45b0-b00f-7cd22248c726","block_type":"box","text":"dividend income.","page_number":83,"box":{"x":116,"y":638,"width":115,"height":9}},{"id":"2d0d9a65-b829-4175-8107-364d3ca63237","block_type":"box","text":"Any distributions you receive that are in excess of the Fund’s current and accumulated earnings and profits","page_number":83,"box":{"x":150,"y":666,"width":721,"height":12}},{"id":"ebb07c03-99ae-4aed-b1af-fda852d5edc7","block_type":"box","text":"will be treated as a return of capital to the extent of your adjusted tax basis in your Shares, and thereafter as","page_number":83,"box":{"x":116,"y":682,"width":723,"height":11}},{"id":"b08ad2ac-7b99-4448-ba15-14feb12dd15f","block_type":"box","text":"capital gain from the sale of Shares. The amount of any Fund distribution that is treated as a return of capital will","page_number":83,"box":{"x":116,"y":697,"width":762,"height":12}},{"id":"68527f29-56dd-482a-b382-2c54c4e9b276","block_type":"box","text":"reduce your adjusted tax basis in your Shares, thereby increasing your potential gain or reducing your potential","page_number":83,"box":{"x":116,"y":713,"width":748,"height":11}},{"id":"77f2aae3-2be7-4909-b31d-6b2d278db703","block_type":"box","text":"loss on any subsequent sale or other disposition of your Shares.","page_number":83,"box":{"x":116,"y":728,"width":426,"height":12}},{"id":"b10fbdfd-9ced-4b6d-84e3-06b83d737adb","block_type":"box","text":"Common shareholders may be entitled to offset their capital gain dividends with capital losses. The Code","page_number":83,"box":{"x":150,"y":757,"width":709,"height":11}},{"id":"95091379-d3e6-48ea-ba4b-6ca4dea527a3","block_type":"box","text":"contains a number of statutory provisions affecting when capital losses may be offset against capital gain, and","page_number":83,"box":{"x":116,"y":772,"width":741,"height":12}},{"id":"2d9ef665-4103-4b8a-8cd3-7a29e2bfbcc7","block_type":"box","text":"limiting the use of losses from certain investments and activities. Accordingly, common shareholders that have","page_number":83,"box":{"x":116,"y":788,"width":748,"height":11}},{"id":"033f8fed-5f20-4e1a-8f80-e6c00133d9d8","block_type":"box","text":"capital losses are urged to consult their tax advisers.","page_number":83,"box":{"x":116,"y":803,"width":349,"height":12}},{"id":"534c1965-febb-47fc-b1fb-2521ee4fdf7b","block_type":"box","text":"Dividends and other taxable distributions are taxable to you even though they are reinvested in additional","page_number":83,"box":{"x":150,"y":831,"width":709,"height":12}},{"id":"5712c3fd-f77a-4806-97fa-d701e8654619","block_type":"box","text":"Shares of the Fund. Dividends and other distributions paid by the Fund are generally treated under the Code as","page_number":83,"box":{"x":116,"y":847,"width":745,"height":12}},{"id":"c787f049-fd3b-4386-9811-34e312b8d58c","block_type":"box","text":"received by you at the time the dividend or distribution is made. If, however, the Fund pays you a dividend in","page_number":83,"box":{"x":116,"y":862,"width":738,"height":12}},{"id":"80bc2277-c4c2-4926-874d-81a040e7b49b","block_type":"box","text":"January that was declared in the previous October, November or December to common shareholders of record on","page_number":83,"box":{"x":116,"y":878,"width":764,"height":12}},{"id":"dc912ac6-1b10-41e7-9d07-19001289a94b","block_type":"box","text":"S-80","page_number":83,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"ba67e649-fa48-4ef2-8fc1-4363910495e0","block_type":"box","text":"NM1026U-5982768-83/119","page_number":83,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"a4a4837e-6e71-4bf2-86b2-d69b769c8ca0","block_type":"box","text":"a specified date in one of such months, then such dividend will be treated for U.S. federal income tax purposes as","page_number":84,"box":{"x":116,"y":88,"width":764,"height":11}},{"id":"725e8d6c-0e33-42a7-a4ad-8f61d0545155","block_type":"box","text":"being paid by the Fund and received by you on December 31 of the year in which the dividend was declared. In","page_number":84,"box":{"x":116,"y":103,"width":752,"height":12}},{"id":"0c201ebf-2d2e-4b5f-95c9-35642258b9fd","block_type":"box","text":"addition, certain other distributions made after the close of the Fund’s taxable year may be “spilled back” and","page_number":84,"box":{"x":116,"y":119,"width":739,"height":11}},{"id":"07106c84-6eaf-4396-bbdd-448d18bd4a06","block_type":"box","text":"treated as paid by the Fund (except for purposes of the 4% nondeductible excise tax) during such taxable year. In","page_number":84,"box":{"x":116,"y":134,"width":762,"height":12}},{"id":"4de0daf8-31c7-4835-a707-21693d6f884a","block_type":"box","text":"such case, you will be treated as having received such dividends in the taxable year in which the distributions","page_number":84,"box":{"x":117,"y":150,"width":735,"height":11}},{"id":"d1d1ec3a-0da3-4583-b1ef-491fc9e7eeca","block_type":"box","text":"were actually made.","page_number":84,"box":{"x":116,"y":165,"width":134,"height":12}},{"id":"4d389e36-74e6-4e01-9602-83fdce4ea096","block_type":"box","text":"The price of Shares purchased at any time may reflect the amount of a forthcoming distribution. Those","page_number":84,"box":{"x":150,"y":193,"width":692,"height":12}},{"id":"71f6af7d-c97b-47fe-a52a-34bf30dd27c4","block_type":"box","text":"purchasing Shares just prior to the record date for a distribution will receive a distribution which will be taxable","page_number":84,"box":{"x":116,"y":209,"width":754,"height":12}},{"id":"6224eb55-d16c-4ac8-9ebc-4844781df5b2","block_type":"box","text":"to them even though it represents, economically, a return of invested capital.","page_number":84,"box":{"x":116,"y":224,"width":515,"height":12}},{"id":"5fcde58f-6df8-45c8-b989-418a1ea1ff23","block_type":"box","text":"The Fund will send you information after the end of each year setting forth the amount and tax status of any","page_number":84,"box":{"x":150,"y":253,"width":727,"height":11}},{"id":"48569a37-4963-4834-817a-e2c084dca64c","block_type":"box","text":"distributions paid to you by the Fund.","page_number":84,"box":{"x":116,"y":268,"width":252,"height":12}},{"id":"40fe937a-be25-43d5-95cb-be6ca77ee1aa","block_type":"box","text":"Subject to the discussion of repurchases below, the sale or other disposition of Shares will generally result in","page_number":84,"box":{"x":150,"y":297,"width":733,"height":11}},{"id":"532e4a7c-f8db-4a2b-9c8c-9b23a898cbf3","block_type":"box","text":"capital gain or loss to you and will be long-term capital gain or loss if you have held such Shares for more than","page_number":84,"box":{"x":116,"y":312,"width":748,"height":12}},{"id":"726b47d0-d202-4e0f-95a7-9fb26f448ce1","block_type":"box","text":"one year at the time of sale. Any loss upon the sale or other disposition of Shares held for six months or less will","page_number":84,"box":{"x":116,"y":328,"width":758,"height":11}},{"id":"776198e8-fc4c-46b2-9b3f-703329d1829c","block_type":"box","text":"be treated as long-term capital loss to the extent of any capital gain dividends received (including amounts","page_number":84,"box":{"x":116,"y":343,"width":717,"height":12}},{"id":"01743c3d-f8a0-4fdd-912f-712c34bdb4cf","block_type":"box","text":"credited as an undistributed capital gain dividend) by you with respect to such Shares. Any loss you recognize on","page_number":84,"box":{"x":116,"y":359,"width":763,"height":11}},{"id":"dbe1fb63-af9a-4ee0-95e7-bee21a67cb4c","block_type":"box","text":"a sale or other disposition of Shares will be disallowed if you acquire other Shares (whether through the","page_number":84,"box":{"x":116,"y":374,"width":700,"height":12}},{"id":"d95e9a2d-18a8-4975-86b7-b52ec0669e80","block_type":"box","text":"automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending","page_number":84,"box":{"x":116,"y":390,"width":750,"height":11}},{"id":"9e94e18c-0432-4d40-a02c-2147b2514c27","block_type":"box","text":"30 days after your sale or exchange of the Shares. In such case, your tax basis in the Shares acquired will be","page_number":84,"box":{"x":116,"y":405,"width":728,"height":12}},{"id":"0258ec46-e6fe-40cd-bd5c-d042a1cba810","block_type":"box","text":"adjusted to reflect the disallowed loss.","page_number":84,"box":{"x":116,"y":421,"width":256,"height":11}},{"id":"55a0feba-9a9a-4bbf-acdc-94e80a2491f9","block_type":"box","text":"The repurchase of Shares through a periodic repurchase offer will be a taxable transaction for U.S. federal","page_number":84,"box":{"x":150,"y":449,"width":714,"height":12}},{"id":"90301d2f-3c12-4d78-889c-132b6a9569ee","block_type":"box","text":"income tax purposes, either as a “sale or exchange,” or under certain circumstances, as a “dividend.” In general,","page_number":84,"box":{"x":116,"y":465,"width":754,"height":11}},{"id":"e14df591-f71e-41c3-8869-600d17c235b9","block_type":"box","text":"the transaction should be treated as a sale or exchange of shares if the receipt of cash (a) is “substantially","page_number":84,"box":{"x":116,"y":480,"width":706,"height":12}},{"id":"3757d94c-84a1-40cc-a127-fd23e774f289","block_type":"box","text":"disproportionate” with respect to the shareholder, (b) results in a “complete redemption” of the shareholder’s","page_number":84,"box":{"x":116,"y":496,"width":734,"height":11}},{"id":"c41cc4b1-8f92-4f15-acc8-f1b218282b49","block_type":"box","text":"interest, or (c) is “not essentially equivalent to a dividend” with respect to the shareholder. A “substantially","page_number":84,"box":{"x":116,"y":511,"width":722,"height":12}},{"id":"0f3e775a-6c9c-41af-aecd-8a7037cfb575","block_type":"box","text":"disproportionate” distribution generally requires a reduction of at least 20% in the shareholder’s proportionate","page_number":84,"box":{"x":116,"y":527,"width":742,"height":11}},{"id":"752ded88-5c3d-4cce-bd63-519502df7687","block_type":"box","text":"interest in the Fund and also requires the shareholder to own less than 50% of the voting power of all classes of","page_number":84,"box":{"x":116,"y":542,"width":751,"height":12}},{"id":"663e0786-92d1-4c4b-a458-9ac8697208f6","block_type":"box","text":"the Fund entitled to vote immediately after the repurchase. A “complete redemption” of a shareholder’s interest","page_number":84,"box":{"x":116,"y":558,"width":752,"height":11}},{"id":"e6749518-4302-4341-9bdf-eb5c0e8f1af5","block_type":"box","text":"generally requires that all shares of the Fund owned by such shareholder be disposed of. A distribution “not","page_number":84,"box":{"x":116,"y":573,"width":726,"height":12}},{"id":"30fd15df-0186-4ff9-99ef-c930b45fc750","block_type":"box","text":"essentially equivalent to a dividend” requires that there be a “meaningful reduction” in the shareholder’s","page_number":84,"box":{"x":116,"y":589,"width":703,"height":11}},{"id":"71fbf0a5-2d57-496b-840b-eee0c0a706f9","block_type":"box","text":"proportionate interest in the Fund, which should result if the shareholder has a minimal interest in the Fund,","page_number":84,"box":{"x":116,"y":604,"width":725,"height":12}},{"id":"1bb4ae7a-c458-464e-8c3a-8a39c97e2994","block_type":"box","text":"exercises no control over Fund affairs and suffers a reduction in his proportionate interest in the Fund. In","page_number":84,"box":{"x":116,"y":620,"width":707,"height":11}},{"id":"45499ea3-1c56-4114-92d1-7f4c2a88c1af","block_type":"box","text":"determining whether any of these tests has been met, any Fund shares actually owned, as well as shares","page_number":84,"box":{"x":116,"y":635,"width":696,"height":12}},{"id":"6397cf68-983e-4789-bd78-83ea86d2970b","block_type":"box","text":"considered to be owned by the shareholder by reason of certain constructive ownership rules set forth in","page_number":84,"box":{"x":116,"y":651,"width":701,"height":11}},{"id":"e26cb7cd-eb6d-4444-a471-bf68eab454dc","block_type":"box","text":"section 318 of the Code, generally must be taken into account.","page_number":84,"box":{"x":117,"y":666,"width":418,"height":12}},{"id":"f846a6f2-7316-4241-ac2b-0f54d0f7c36b","block_type":"box","text":"If the repurchase of your Shares meets any of these three tests for “sale or exchange” treatment, you will","page_number":84,"box":{"x":150,"y":694,"width":704,"height":12}},{"id":"4386e8e2-068d-4e4d-9585-59299b8e02dd","block_type":"box","text":"recognize gain or loss equal to the difference between the amount of cash and the fair market value of other","page_number":84,"box":{"x":116,"y":710,"width":725,"height":12}},{"id":"07ca29ef-753f-40ab-9c0c-cbf44ff398a9","block_type":"box","text":"property received pursuant to the repurchase and the adjusted tax basis of the Shares sold. If none of the tests","page_number":84,"box":{"x":116,"y":725,"width":734,"height":12}},{"id":"bce7549a-3188-47bd-8da1-82ef186fe4b6","block_type":"box","text":"described above are met with respect to a repurchase, you may be treated as having received, in whole or in part,","page_number":84,"box":{"x":116,"y":741,"width":759,"height":12}},{"id":"89aad2fe-2fc9-4a6f-bdc1-79ff81b47f67","block_type":"box","text":"a dividend, return of capital or capital gain, depending on (i) whether there are sufficient earnings and profits to","page_number":84,"box":{"x":116,"y":757,"width":752,"height":11}},{"id":"4d4edbcf-5d39-44e9-9717-2153aca52f6f","block_type":"box","text":"support a dividend and (ii) your tax basis in the relevant Shares. The tax basis in the Shares tendered to the Fund","page_number":84,"box":{"x":117,"y":772,"width":757,"height":12}},{"id":"c5211b06-276d-4145-a6b5-5df8cf29186e","block_type":"box","text":"will be transferred to any remaining Shares held by you in the Fund. In addition, if the sale of Shares pursuant to","page_number":84,"box":{"x":116,"y":788,"width":758,"height":11}},{"id":"3e0e05c2-da05-4614-896e-6f08665682c1","block_type":"box","text":"the applicable repurchase is treated as a “dividend” to a tendering stockholder, a constructive dividend under","page_number":84,"box":{"x":116,"y":803,"width":733,"height":12}},{"id":"dce44f0e-cbfd-4a32-9876-cc1836eab00d","block_type":"box","text":"certain provisions of the Code may result to a non-tendering shareholder whose proportionate interest in the","page_number":84,"box":{"x":116,"y":819,"width":727,"height":11}},{"id":"33872b4f-9778-480a-8adc-cc3ceda2f7ef","block_type":"box","text":"earnings and assets of the Fund has been increased as a result of such tender.","page_number":84,"box":{"x":116,"y":834,"width":516,"height":12}},{"id":"532371dd-fc2b-46d3-9ce1-34bbe52f459f","block_type":"box","text":"Current U.S. federal income tax law taxes both long-term and short-term capital gain of corporations at the","page_number":84,"box":{"x":150,"y":862,"width":720,"height":12}},{"id":"5a06ca43-bd5e-4d21-a5bf-1d1e8a085b21","block_type":"box","text":"rates applicable to ordinary income. For non-corporate taxpayers, short-term capital gain is currently taxed at","page_number":84,"box":{"x":116,"y":878,"width":736,"height":12}},{"id":"a48bce4b-967d-4766-b913-bf00adf98be4","block_type":"box","text":"S-81","page_number":84,"box":{"x":484,"y":909,"width":30,"height":9}},{"id":"01550727-e757-40dd-8aa0-3f02811dbd5f","block_type":"box","text":"NM1026U-5982768-84/119","page_number":84,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"d594a33e-cbea-4ea7-8f2b-fa45c37e1b77","block_type":"box","text":"rates applicable to ordinary income while long-term capital gain generally is taxed at a reduced maximum rate.","page_number":85,"box":{"x":116,"y":88,"width":747,"height":11}},{"id":"05c65fd0-96e1-4068-bb2b-1e830268fb0c","block_type":"box","text":"The deductibility of capital losses is subject to limitations under the Code.","page_number":85,"box":{"x":116,"y":103,"width":499,"height":12}},{"id":"3005a862-54f7-4ab8-9a0f-5e4fd48efe23","block_type":"box","text":"Certain U.S. holders who are individuals, estates or trusts and whose income exceeds certain thresholds will","page_number":85,"box":{"x":150,"y":134,"width":728,"height":11}},{"id":"05b794a3-25dc-4fa8-bd1f-36cf0bee82c0","block_type":"box","text":"be required to pay a 3.8% Medicare tax on all or a portion of their “net investment income,” which includes","page_number":85,"box":{"x":116,"y":150,"width":725,"height":11}},{"id":"4a6ef7c1-564d-49b7-8f30-bee57054b5ab","block_type":"box","text":"dividends received from the Fund and capital gains from the sale or other disposition of the Fund’s stock.","page_number":85,"box":{"x":116,"y":165,"width":710,"height":12}},{"id":"591bbd96-bc61-49cc-9dd7-b67c045b355c","block_type":"box","text":"The Fund generally expects to be treated as a “publicly offered regulated investment company” for U.S.","page_number":85,"box":{"x":150,"y":196,"width":699,"height":12}},{"id":"93f09844-5499-4368-8737-48204186c849","block_type":"box","text":"federal income tax purposes. However, the Fund cannot assure you that it will be treated as a “publicly offered","page_number":85,"box":{"x":116,"y":212,"width":746,"height":11}},{"id":"403da83f-c948-4567-9bf4-a251f001856f","block_type":"box","text":"regulated investment company” for all years. If the Fund is not treated as a “publicly offered regulated","page_number":85,"box":{"x":116,"y":227,"width":690,"height":12}},{"id":"13d2dba7-f023-4e17-a945-c037e0d08dc3","block_type":"box","text":"investment company” for any taxable year, for purposes of computing the taxable income of U.S. shareholders","page_number":85,"box":{"x":116,"y":243,"width":745,"height":11}},{"id":"cf526945-afc0-48e7-b853-0037949ac1ef","block_type":"box","text":"that are individuals, trusts or estates, (i) the Fund’s earnings and profits will be computed without taking into","page_number":85,"box":{"x":116,"y":258,"width":733,"height":12}},{"id":"a0b3aef1-e629-4068-91dc-cf0e48dd08af","block_type":"box","text":"account such U.S. shareholders’ allocable shares of the management fees paid by the Fund and certain other Fund","page_number":85,"box":{"x":116,"y":274,"width":767,"height":11}},{"id":"9d0d7892-aad7-4511-a024-6252727f92a5","block_type":"box","text":"expenses, (ii) each such U.S. shareholder will be treated as having received or accrued a dividend from the Fund","page_number":85,"box":{"x":116,"y":289,"width":758,"height":12}},{"id":"d77fdf25-6a77-42e3-8e1c-8ee6ea891f90","block_type":"box","text":"in the amount of such U.S. shareholder’s allocable share of these fees and expenses for the year, (iii) each such","page_number":85,"box":{"x":116,"y":305,"width":748,"height":11}},{"id":"920c90e2-3700-4fb0-965a-07f4da934192","block_type":"box","text":"U.S. shareholder will be treated as having paid or incurred such its allocable share of these fees and expenses for","page_number":85,"box":{"x":116,"y":320,"width":760,"height":12}},{"id":"4c3b3865-179b-4be8-859c-9875624bfc1f","block_type":"box","text":"the year and (iv) each such U.S. shareholder’s allocable share of these fees and expenses will be treated as","page_number":85,"box":{"x":116,"y":336,"width":716,"height":11}},{"id":"dd6972fd-8c34-4666-ab1b-2c6baa0eedb4","block_type":"box","text":"miscellaneous itemized deductions by such U.S. shareholder. Miscellaneous itemized deductions are not","page_number":85,"box":{"x":116,"y":351,"width":704,"height":12}},{"id":"8afd3716-baaa-47ba-9f4f-970609aba1a6","block_type":"box","text":"deductible for noncorporate taxpayers.","page_number":85,"box":{"x":116,"y":367,"width":259,"height":11}},{"id":"57eac0b9-437e-42d9-aaa4-b06706d3a135","block_type":"box","text":"A common shareholder that is a nonresident alien individual or a foreign corporation (a “foreign investor”)","page_number":85,"box":{"x":150,"y":398,"width":720,"height":11}},{"id":"f93af7b9-6c37-4310-b083-9d0813dcba1d","block_type":"box","text":"generally will be subject to U.S. federal withholding tax at the rate of 30% (or possibly a lower rate provided by","page_number":85,"box":{"x":116,"y":413,"width":755,"height":12}},{"id":"8be1bd0f-c109-4d2f-9b0e-5f9cf685bb4a","block_type":"box","text":"an applicable tax treaty) on ordinary income dividends (except as discussed below). In general, U.S. federal","page_number":85,"box":{"x":116,"y":429,"width":726,"height":11}},{"id":"3ed4f1a9-1c17-470c-8eb8-d5a2fa6940c8","block_type":"box","text":"withholding tax and U.S. federal income tax will not apply to any gain or income realized by a foreign investor in","page_number":85,"box":{"x":116,"y":444,"width":767,"height":12}},{"id":"eb0e1e86-c68d-4d80-90ba-98dff36dbb18","block_type":"box","text":"respect of any distribution of net capital gain (including amounts credited as an undistributed capital gain","page_number":85,"box":{"x":116,"y":460,"width":709,"height":11}},{"id":"a84cabf4-840d-488c-bbb5-7928a105b0f2","block_type":"box","text":"dividend) or upon the sale or other disposition of Shares of the Fund. Different tax consequences may result if the","page_number":85,"box":{"x":116,"y":475,"width":767,"height":12}},{"id":"36618916-edec-4e7e-b79d-97926d3245e9","block_type":"box","text":"foreign investor is engaged in a trade or business in the United States or, in the case of an individual, is present in","page_number":85,"box":{"x":116,"y":491,"width":765,"height":11}},{"id":"c4ec8adf-6f66-46f0-8a38-ba6db46f3b0e","block_type":"box","text":"the United States for 183 days or more during a taxable year and certain other conditions are met. Foreign","page_number":85,"box":{"x":116,"y":506,"width":714,"height":12}},{"id":"466e0966-aeab-4f00-ab2d-1c3b9caae209","block_type":"box","text":"investors should consult their tax advisers regarding the tax consequences of investing in the Fund’s Shares.","page_number":85,"box":{"x":116,"y":522,"width":727,"height":11}},{"id":"bb39ff1f-3f39-4679-966f-b54899554e9c","block_type":"box","text":"Ordinary income dividends properly reported by a RIC are generally exempt from U.S. federal withholding","page_number":85,"box":{"x":150,"y":553,"width":724,"height":11}},{"id":"d0456fbc-ee32-4dfa-ad81-9960c6eff86d","block_type":"box","text":"tax where they (i) are paid in respect of the RIC’s “qualified net interest income” (generally, its U.S.-source","page_number":85,"box":{"x":116,"y":568,"width":726,"height":12}},{"id":"612cad85-af90-47ed-a2c7-397f18f167b2","block_type":"box","text":"interest income, other than certain contingent interest and interest from obligations of a corporation or","page_number":85,"box":{"x":116,"y":584,"width":688,"height":11}},{"id":"16afe607-769e-4b6e-9719-b2a533b44d0c","block_type":"box","text":"partnership in which the RIC is at least a 10% shareholder, reduced by expenses that are allocable to such","page_number":85,"box":{"x":116,"y":599,"width":712,"height":12}},{"id":"2725752c-cada-4432-857d-c2fa0c1314dc","block_type":"box","text":"income) or (ii) are paid in respect of the RIC’s “qualified short-term capital gains” (generally, the excess of the","page_number":85,"box":{"x":116,"y":615,"width":749,"height":11}},{"id":"b7be1b6a-aab0-4bda-9634-3d3a6b92c3ef","block_type":"box","text":"RIC’s net short-term capital gain over its long-term capital loss for such taxable year). Depending on its","page_number":85,"box":{"x":116,"y":630,"width":700,"height":12}},{"id":"5cffd81e-c7b0-450d-8d08-25a1c39428c0","block_type":"box","text":"circumstances, the Fund may report all, some or none of its potentially eligible dividends as qualified net interest","page_number":85,"box":{"x":116,"y":646,"width":762,"height":11}},{"id":"82b97524-c5eb-41b6-8a73-5c4af050e06c","block_type":"box","text":"income or as qualified short-term capital gains, and/or treat such dividends, in whole or in part, as ineligible for","page_number":85,"box":{"x":116,"y":661,"width":752,"height":12}},{"id":"36690785-317a-4c7b-ae4a-366faa6367d5","block_type":"box","text":"this exemption from withholding. To qualify for this exemption from withholding, a foreign investor needs to","page_number":85,"box":{"x":116,"y":677,"width":739,"height":11}},{"id":"2b019eeb-be83-424c-b1f1-2c8f50e4ff5e","block_type":"box","text":"comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing","page_number":85,"box":{"x":116,"y":692,"width":763,"height":12}},{"id":"4fc29e51-0832-44b7-addb-4aff772ae3a6","block_type":"box","text":"an IRS Form W-8BEN, W-8BEN-E, or substitute Form). In the case of Shares held through an intermediary, the","page_number":85,"box":{"x":116,"y":708,"width":757,"height":11}},{"id":"4b6a489a-73fe-4d1e-91e5-3c27fe341621","block_type":"box","text":"intermediary may withhold even if the Fund reports the payment as qualified net interest income or qualified","page_number":85,"box":{"x":116,"y":723,"width":733,"height":12}},{"id":"167ffb81-e12f-4948-82b3-ea40cda9c25b","block_type":"box","text":"short-term capital gain. Foreign investors should contact their intermediaries with respect to the application of","page_number":85,"box":{"x":117,"y":739,"width":742,"height":11}},{"id":"0e776e45-1813-4da8-96cf-fdc2b3779de2","block_type":"box","text":"these rules to their accounts. 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Accordingly, the entity","page_number":85,"box":{"x":116,"y":878,"width":754,"height":12}},{"id":"1f471e90-cdc2-4a5b-b4d3-46e81c615db5","block_type":"box","text":"S-82","page_number":85,"box":{"x":484,"y":909,"width":31,"height":9}},{"id":"6aac6119-b13c-4f3b-97ca-be02ce302a1d","block_type":"box","text":"NM1026U-5982768-85/119","page_number":85,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"e60f8372-720b-48c5-8302-d2217bfd14ab","block_type":"box","text":"through which common shares of the Fund is held will affect the determination of whether such withholding is","page_number":86,"box":{"x":116,"y":88,"width":746,"height":11}},{"id":"e67bfa4b-1932-4b8d-9eb7-330adaeb1ab2","block_type":"box","text":"required. 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An intergovernmental agreement between","page_number":86,"box":{"x":116,"y":165,"width":766,"height":12}},{"id":"0062a3f8-4212-4c91-bcf2-7dde7a06adf0","block_type":"box","text":"the United States and an applicable foreign country, or future Treasury regulations or other guidance, may","page_number":86,"box":{"x":116,"y":181,"width":715,"height":11}},{"id":"590a490e-0719-40ec-b64f-c9f67be94a57","block_type":"box","text":"modify these requirements. The Fund will not pay any additional amounts to shareholders in respect of any","page_number":86,"box":{"x":116,"y":196,"width":722,"height":12}},{"id":"bdbdcd1d-5064-41b6-b67e-cf1f936969da","block_type":"box","text":"amounts withheld. 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Holders of Shares are advised to consult their own","page_number":86,"box":{"x":116,"y":543,"width":753,"height":11}},{"id":"00c560cd-d256-4605-ab52-4b4f129138d0","block_type":"box","text":"tax advisors for more detailed information concerning the U.S. federal income taxation of the Fund and the","page_number":86,"box":{"x":116,"y":558,"width":722,"height":12}},{"id":"bc937dc5-3053-4355-bfc0-e444118d7f0d","block_type":"box","text":"income tax consequences to their holders of Shares.","page_number":86,"box":{"x":116,"y":574,"width":348,"height":11}},{"id":"da59f1ec-bc63-4d3c-a0e6-b41f022ef451","block_type":"box","text":"CUSTODIAN AND TRANSFER AGENT","page_number":86,"box":{"x":350,"y":623,"width":299,"height":9}},{"id":"a515d8d2-b048-46f8-b5cc-3a1f7e6d6f7c","block_type":"box","text":"The custodian of the assets of the Fund is State Street Bank and Trust Company (previously defined as","page_number":86,"box":{"x":150,"y":655,"width":691,"height":12}},{"id":"eec2164d-b282-4e6f-8de9-05e009055168","block_type":"box","text":"“State Street”), whose principal business address is One Congress Street, Suite 1, Boston, Massachusetts 02114-","page_number":86,"box":{"x":116,"y":671,"width":757,"height":11}},{"id":"24b58801-4bc2-401e-b51e-a453ad960535","block_type":"box","text":"2016. 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The credit","page_number":88,"box":{"x":117,"y":594,"width":756,"height":12}},{"id":"7b823f62-8ad4-475a-b60b-c30029b9fe06","block_type":"box","text":"ratings practices of an index provider may differ from BlackRock’s practices, as described above. 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Typically, ratings are made publicly available although private and unpublished ratings may also be","page_number":89,"box":{"x":117,"y":360,"width":714,"height":11}},{"id":"2ea0706f-646c-4f4c-aa82-da6c715a37a8","block_type":"box","text":"assigned.","page_number":89,"box":{"x":116,"y":375,"width":61,"height":12}},{"id":"a822c511-ed6b-4295-9f5d-61004a66cb58","block_type":"box","text":"Moody’s differentiates structured finance ratings from fundamental ratings (i.e., ratings on nonfinancial","page_number":89,"box":{"x":150,"y":408,"width":699,"height":12}},{"id":"293c2abb-70e2-4f80-a368-6171cb6245b2","block_type":"box","text":"corporate, financial institution, and public sector entities) on the global long-term scale by adding (sf) to all","page_number":89,"box":{"x":116,"y":423,"width":724,"height":12}},{"id":"94ff3c12-0f9e-4056-bcb0-e52834b6a17c","block_type":"box","text":"structured finance ratings. The addition of (sf) to structured finance ratings should eliminate any presumption that","page_number":89,"box":{"x":117,"y":439,"width":766,"height":12}},{"id":"1aea1a46-725b-43c1-97a2-08be67d15789","block_type":"box","text":"such ratings and fundamental ratings at the same letter grade level will behave the same. The (sf) indicator for","page_number":89,"box":{"x":117,"y":454,"width":741,"height":12}},{"id":"ca754a4d-36fd-4b6e-bdb2-913f672dc6b6","block_type":"box","text":"structured finance security ratings indicates that otherwise similarly rated structured finance and fundamental","page_number":89,"box":{"x":117,"y":470,"width":736,"height":12}},{"id":"cd13ac53-d168-44de-a425-f83608599f17","block_type":"box","text":"securities may have different risk characteristics. Through its current methodologies, however, Moody’s aspires","page_number":89,"box":{"x":117,"y":485,"width":753,"height":12}},{"id":"e6a49a18-3521-4e51-b2b6-cba9bb55dead","block_type":"box","text":"to achieve broad expected equivalence in structured finance and fundamental rating performance when measured","page_number":89,"box":{"x":116,"y":501,"width":762,"height":12}},{"id":"363ca2f3-c8f2-446c-a409-51a401fa15a0","block_type":"box","text":"over a long period of time.","page_number":89,"box":{"x":116,"y":516,"width":178,"height":12}},{"id":"746f2e26-a254-4ccd-84e2-0721503a2c07","block_type":"box","text":"Description of Moody’s Global Long-Term Rating Scale","page_number":89,"box":{"x":116,"y":558,"width":403,"height":11}},{"id":"d0b0a392-5644-4df2-b2c1-a1abd1179f89","block_type":"box","text":"Aaa Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.","page_number":89,"box":{"x":116,"y":582,"width":752,"height":11}},{"id":"485b2003-8ba4-4a12-951f-d73cd62c1d9a","block_type":"box","text":"Aa Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.","page_number":89,"box":{"x":116,"y":605,"width":685,"height":12}},{"id":"d2e3e0cd-a54f-4fab-a13d-fa7f400109e7","block_type":"box","text":"A Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.","page_number":89,"box":{"x":116,"y":628,"width":685,"height":12}},{"id":"07773120-5f9e-4be2-aa9c-df4440ae5dae","block_type":"box","text":"Baa Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such","page_number":89,"box":{"x":116,"y":652,"width":748,"height":11}},{"id":"1a927391-0fda-49a6-8ee4-7caaeb504985","block_type":"box","text":"may possess certain speculative characteristics.","page_number":89,"box":{"x":183,"y":667,"width":318,"height":12}},{"id":"54dddcb0-1c98-46ad-8e94-3df9fe362e00","block_type":"box","text":"Ba Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.","page_number":89,"box":{"x":116,"y":690,"width":673,"height":12}},{"id":"8d541519-3d5d-489e-953f-27153372f010","block_type":"box","text":"B Obligations rated B are considered speculative and are subject to high credit risk.","page_number":89,"box":{"x":116,"y":714,"width":613,"height":11}},{"id":"b2cf2510-ea55-43ae-897d-a50f5432a340","block_type":"box","text":"Caa Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit","page_number":89,"box":{"x":116,"y":737,"width":755,"height":11}},{"id":"98569f9a-6c0a-4535-8815-80ed957e807f","block_type":"box","text":"risk.","page_number":89,"box":{"x":183,"y":752,"width":28,"height":9}},{"id":"33e4e9b4-92a7-4f8b-8683-d22fcdc29464","block_type":"box","text":"Ca Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect","page_number":89,"box":{"x":116,"y":776,"width":757,"height":11}},{"id":"726a80d5-32c0-4791-bd03-f7bfd274dd1d","block_type":"box","text":"of recovery of principal and interest.","page_number":89,"box":{"x":183,"y":791,"width":245,"height":12}},{"id":"48a88545-5bba-4cda-af24-e35d8fb57fa8","block_type":"box","text":"C Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of","page_number":89,"box":{"x":116,"y":814,"width":761,"height":12}},{"id":"ef5f1d3d-67aa-4dca-b938-383e9b2b48df","block_type":"box","text":"principal or interest.","page_number":89,"box":{"x":183,"y":830,"width":135,"height":12}},{"id":"02c19f79-b530-47a8-b57c-0e63491a8eb8","block_type":"box","text":"Note","page_number":89,"box":{"x":149,"y":863,"width":32,"height":9}},{"id":"00474404-782f-4dfe-ae1f-595675a1cf3b","block_type":"box","text":": Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa","page_number":89,"box":{"x":183,"y":863,"width":647,"height":11}},{"id":"ebc7a3ef-52ff-4065-acfc-821f02b25cb1","block_type":"box","text":"through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category;","page_number":89,"box":{"x":116,"y":878,"width":744,"height":12}},{"id":"e92a7e43-bb1d-4b4c-866a-112b90c2fee3","block_type":"box","text":"A-2","page_number":89,"box":{"x":487,"y":909,"width":25,"height":9}},{"id":"8bacbfd7-2140-4b61-9e7e-a28258d42d98","block_type":"box","text":"NM1026U-5982768-89/119","page_number":89,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"dea7bffa-b3cd-47e5-b314-cb17e34fe1e6","block_type":"box","text":"the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that","page_number":90,"box":{"x":116,"y":88,"width":726,"height":11}},{"id":"00662d07-7764-4f1c-9fed-76700801b4aa","block_type":"box","text":"generic rating category. Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities issued by","page_number":90,"box":{"x":116,"y":103,"width":759,"height":12}},{"id":"d536e9b6-7401-4e81-9fea-2ff016ae8678","block_type":"box","text":"banks, insurers, finance companies, and securities firms.","page_number":90,"box":{"x":116,"y":119,"width":379,"height":11}},{"id":"f49ba05a-5f2e-4642-92cc-aabe61aa0ad6","block_type":"box","text":"By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal","page_number":90,"box":{"x":150,"y":149,"width":676,"height":12}},{"id":"81f38b3b-f1ea-4fac-87f9-d51cd3f5d1b4","block_type":"box","text":"payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be","page_number":90,"box":{"x":116,"y":164,"width":751,"height":12}},{"id":"9b744631-2db2-4410-b62a-e8b76db425da","block_type":"box","text":"subject to contractually allowable write-downs of principal that could result in impairment. Together with the","page_number":90,"box":{"x":117,"y":180,"width":737,"height":12}},{"id":"ae3b1e86-f268-44f5-87e5-aed2d00981fd","block_type":"box","text":"hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative","page_number":90,"box":{"x":116,"y":195,"width":731,"height":12}},{"id":"81c5fcff-2e3a-41dc-849d-1009079fd099","block_type":"box","text":"credit risk associated with that security.","page_number":90,"box":{"x":116,"y":211,"width":266,"height":12}},{"id":"d8721d92-f4b9-4bd3-9dc0-706334854bad","block_type":"box","text":"Description of Moody’s Global Short-Term Rating Scale","page_number":90,"box":{"x":116,"y":249,"width":406,"height":11}},{"id":"4e1465d3-c6a7-4341-b8a7-15c4d6e03f9c","block_type":"box","text":"P-1 Ratings of Prime-1 reflect a superior ability to repay short-term obligations.","page_number":90,"box":{"x":116,"y":271,"width":580,"height":12}},{"id":"6e7ffd68-42d1-488a-96e4-340dba168288","block_type":"box","text":"P-2 Ratings of Prime-2 reflect a strong ability to repay short-term obligations.","page_number":90,"box":{"x":116,"y":295,"width":567,"height":11}},{"id":"d5dbca88-940a-4fca-81b5-18f605f34bfa","block_type":"box","text":"P-3 Ratings of Prime-3 reflect an acceptable ability to repay short-term obligations.","page_number":90,"box":{"x":116,"y":318,"width":605,"height":12}},{"id":"4e99eb80-f998-49ff-9db0-14b6ab433cbf","block_type":"box","text":"NP Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating","page_number":90,"box":{"x":116,"y":341,"width":694,"height":12}},{"id":"40e056f6-3e2d-4ee4-84f6-3c63fb20eb52","block_type":"box","text":"categories.","page_number":90,"box":{"x":187,"y":357,"width":71,"height":11}},{"id":"68414bf2-475c-4231-a46c-e8e328dc3394","block_type":"box","text":"Description of Moody’s U.S. Municipal Short-Term Debt and Demand Obligation Ratings","page_number":90,"box":{"x":116,"y":394,"width":646,"height":12}},{"id":"64735694-8e85-40ac-8c8c-4dc526b64088","block_type":"box","text":"Description of Moody’s Short-Term Obligation Ratings","page_number":90,"box":{"x":116,"y":417,"width":398,"height":12}},{"id":"a22ec739-3040-49b0-b8ac-f91b68cbd66d","block_type":"box","text":"Moody’s uses the global short-term Prime rating scale for commercial paper issued by U.S. municipalities","page_number":90,"box":{"x":150,"y":440,"width":715,"height":12}},{"id":"560e995a-4526-41f2-b279-706ca5caac73","block_type":"box","text":"and nonprofits. These commercial paper programs may be backed by external letters of credit or liquidity","page_number":90,"box":{"x":116,"y":456,"width":710,"height":11}},{"id":"40ad0608-d344-4d06-b537-be4a1d5f64c8","block_type":"box","text":"facilities, or by an issuer’s self-liquidity.","page_number":90,"box":{"x":116,"y":471,"width":272,"height":12}},{"id":"e6f42fdd-b53d-4639-b2d2-33edd9e5a4ae","block_type":"box","text":"For other short-term municipal obligations, Moody’s uses one of two other short-term rating scales, the","page_number":90,"box":{"x":150,"y":502,"width":696,"height":11}},{"id":"343f4568-7122-4e48-b5c6-6f1e2e70ef1b","block_type":"box","text":"Municipal Investment Grade (“MIG”) and Variable Municipal Investment Grade (“VMIG”) scales discussed","page_number":90,"box":{"x":116,"y":517,"width":734,"height":12}},{"id":"d91f1d03-5bb8-4966-86fa-94991fda47fc","block_type":"box","text":"below.","page_number":90,"box":{"x":116,"y":533,"width":44,"height":9}},{"id":"df1e38f5-2b20-4ef0-a3ff-03f605e75094","block_type":"box","text":"Moody’s uses the MIG scale for U.S. municipal cash flow notes, bond anticipation notes and certain other","page_number":90,"box":{"x":150,"y":563,"width":715,"height":11}},{"id":"fd8e7fa2-374c-47c1-9d07-6835ee73cde8","block_type":"box","text":"short-term obligations, which typically mature in three years or less. Under certain circumstances, Moody’s uses","page_number":90,"box":{"x":117,"y":578,"width":757,"height":12}},{"id":"8e72a05e-fb15-4c0a-b9cf-6009caef1254","block_type":"box","text":"the MIG scale for bond anticipation notes with maturities of up to five years.","page_number":90,"box":{"x":116,"y":594,"width":517,"height":11}},{"id":"fdcb99c4-fb34-4ee2-bcd4-23f50bd18385","block_type":"box","text":"MIG Scale","page_number":90,"box":{"x":116,"y":632,"width":73,"height":9}},{"id":"13218c45-ffbd-442c-9163-5f94fe32d014","block_type":"box","text":"MIG 1 This designation denotes superior credit quality. Excellent protection is afforded by established cash","page_number":90,"box":{"x":116,"y":654,"width":747,"height":12}},{"id":"9b8c32e2-2527-4b84-8589-1e194c2c4e41","block_type":"box","text":"flows, highly reliable liquidity support, or demonstrated broad-based access to the market for","page_number":90,"box":{"x":187,"y":670,"width":628,"height":12}},{"id":"3573af53-9198-4c88-bf3e-ed5fa741a197","block_type":"box","text":"refinancing.","page_number":90,"box":{"x":186,"y":685,"width":80,"height":12}},{"id":"f44512bd-1cea-4faf-ac76-fbb9ea83f8d9","block_type":"box","text":"MIG 2 This designation denotes strong credit quality. Margins of protection are ample, although not as large","page_number":90,"box":{"x":116,"y":709,"width":753,"height":11}},{"id":"f1e7a511-e680-48f6-ad8f-ccd2dd80835e","block_type":"box","text":"as in the preceding group.","page_number":90,"box":{"x":187,"y":724,"width":173,"height":12}},{"id":"f32f9638-45f0-4a33-830f-7c664acf72f5","block_type":"box","text":"MIG 3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow,","page_number":90,"box":{"x":116,"y":747,"width":759,"height":12}},{"id":"69bb9ea7-00e4-4201-aa20-bcf211af4dfa","block_type":"box","text":"and market access for refinancing is likely to be less well-established.","page_number":90,"box":{"x":187,"y":763,"width":469,"height":12}},{"id":"254724f5-6621-4d66-941c-3092fc708f8f","block_type":"box","text":"SG This designation denotes speculative-grade credit quality. Debt instruments in this category may lack","page_number":90,"box":{"x":116,"y":786,"width":753,"height":12}},{"id":"1510202e-abf7-47d0-a9f1-ae90d5d6ed74","block_type":"box","text":"sufficient margins of protection.","page_number":90,"box":{"x":187,"y":802,"width":216,"height":11}},{"id":"6e76aa99-7528-4a40-8ae8-9d5e491df3ba","block_type":"box","text":"Description of Moody’s Demand Obligation Ratings","page_number":90,"box":{"x":116,"y":839,"width":373,"height":12}},{"id":"a943a440-32eb-4cf9-bd7c-6c1a47f5c819","block_type":"box","text":"In the case of variable rate demand obligations (“VRDOs”), a two-component rating is assigned. The","page_number":90,"box":{"x":150,"y":862,"width":681,"height":12}},{"id":"04339793-1bf1-4712-a219-4aa430b568d3","block_type":"box","text":"components are a long-term rating and a short-term demand obligation rating. The long-term rating addresses the","page_number":90,"box":{"x":116,"y":878,"width":763,"height":11}},{"id":"109de77d-9d32-4729-a456-a7e683e309a2","block_type":"box","text":"A-3","page_number":90,"box":{"x":487,"y":909,"width":24,"height":9}},{"id":"b7eba841-ba35-4d28-8cbd-a0f3640c09fe","block_type":"box","text":"NM1026U-5982768-90/119","page_number":90,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"a074fc6f-9def-4998-84b1-a91bb32e44b2","block_type":"box","text":"issuer’s ability to meet scheduled principal and interest payments. The short-term demand obligation rating","page_number":91,"box":{"x":116,"y":88,"width":723,"height":11}},{"id":"2ad96346-b6ad-49cc-be6f-9752e58e25a6","block_type":"box","text":"addresses the ability of the issuer or the liquidity provider to make payments associated with the purchase-price","page_number":91,"box":{"x":116,"y":103,"width":757,"height":12}},{"id":"f3a9a268-3221-4e38-a50f-5fd1bc739275","block_type":"box","text":"upon-demand feature (“demand feature”) of the VRDO. The short-term demand obligation rating uses the VMIG","page_number":91,"box":{"x":116,"y":119,"width":763,"height":11}},{"id":"86dcfb94-368e-4927-9d49-a8b9469ba600","block_type":"box","text":"scale. VMIG ratings with liquidity support use as an input the short-term Counterparty Risk Assessment of the","page_number":91,"box":{"x":117,"y":134,"width":744,"height":12}},{"id":"c47831f7-3f39-45bd-8046-a17ca8e8e06e","block_type":"box","text":"support provider, or the long-term rating of the underlying obligor in the absence of third party liquidity support.","page_number":91,"box":{"x":117,"y":150,"width":758,"height":11}},{"id":"8f392d19-2e5a-4df0-99cb-90c303dfe3e8","block_type":"box","text":"Transitions of VMIG ratings of demand obligations with conditional liquidity support differ from transitions on","page_number":91,"box":{"x":116,"y":165,"width":753,"height":12}},{"id":"4171a667-8a6b-4bb2-a170-c1b18629ec40","block_type":"box","text":"the Prime scale to reflect the risk that external liquidity support will terminate if the issuer’s long-term rating","page_number":91,"box":{"x":116,"y":181,"width":734,"height":11}},{"id":"195a6f39-9ea5-4f2b-b91b-9145d6e452f6","block_type":"box","text":"drops below investment grade.","page_number":91,"box":{"x":116,"y":196,"width":205,"height":12}},{"id":"a04711be-a6b8-41eb-bf88-722645ba5cf3","block_type":"box","text":"Moody’s typically assigns the VMIG short-term demand obligation rating if the frequency of the demand","page_number":91,"box":{"x":150,"y":227,"width":710,"height":12}},{"id":"2fbdc71a-51fc-4294-b4d1-6c18f08b7f97","block_type":"box","text":"feature is less than every three years. If the frequency of the demand feature is less than three years but the","page_number":91,"box":{"x":116,"y":243,"width":718,"height":11}},{"id":"7423ef95-b707-4d45-ae15-257d6198de35","block_type":"box","text":"purchase price is payable only with remarketing proceeds, the short-term demand obligation rating is “NR”.","page_number":91,"box":{"x":116,"y":258,"width":726,"height":12}},{"id":"77555244-0a5f-41a9-ac0f-e9523a1f6ea4","block_type":"box","text":"VMIG Scale","page_number":91,"box":{"x":116,"y":297,"width":85,"height":9}},{"id":"4247a9ef-f06a-4ed9-bb8d-1848bd349040","block_type":"box","text":"VMIG 1 This designation denotes superior credit quality. Excellent protection is afforded by the superior short","page_number":91,"box":{"x":116,"y":320,"width":761,"height":12}},{"id":"ae6a2a5e-2041-4556-ac06-b9a023b6fd83","block_type":"box","text":"term credit strength of the liquidity provider and structural and legal protections that ensure the timely","page_number":91,"box":{"x":187,"y":336,"width":688,"height":11}},{"id":"0aaca127-0f1c-4318-8c3c-53d9c0b6b07e","block_type":"box","text":"payment of purchase price upon demand.","page_number":91,"box":{"x":186,"y":351,"width":277,"height":12}},{"id":"a8c2aef2-280b-4dc6-9152-17360722f1b7","block_type":"box","text":"VMIG 2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term","page_number":91,"box":{"x":116,"y":374,"width":740,"height":12}},{"id":"9f4003fe-e2c0-4e81-9c25-a37a5dafee51","block_type":"box","text":"credit strength of the liquidity provider and structural and legal protections that ensure the timely","page_number":91,"box":{"x":187,"y":390,"width":653,"height":12}},{"id":"009bac1a-d182-49e2-a8f6-3a67455aa869","block_type":"box","text":"payment of purchase price upon demand.","page_number":91,"box":{"x":186,"y":405,"width":277,"height":12}},{"id":"78cab7b7-cb93-49c1-b49c-3844d1cb4a97","block_type":"box","text":"VMIG 3 This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory","page_number":91,"box":{"x":116,"y":429,"width":757,"height":11}},{"id":"e9880e33-6786-4ba4-a92f-46d3fee981d1","block_type":"box","text":"short-term credit strength of the liquidity provider and structural and legal protections that ensure the","page_number":91,"box":{"x":187,"y":444,"width":680,"height":12}},{"id":"2960ed16-83c5-4535-ad53-e0c43862b1a0","block_type":"box","text":"timely payment of purchase price upon demand.","page_number":91,"box":{"x":187,"y":460,"width":324,"height":11}},{"id":"d19db5eb-1a59-44a1-9c61-fb5444c1c1a2","block_type":"box","text":"SG This designation denotes speculative-grade credit quality. Demand features rated in this category may","page_number":91,"box":{"x":116,"y":483,"width":757,"height":12}},{"id":"dd3985fd-4b52-44b7-a9e8-5d07641ac7c8","block_type":"box","text":"be supported by a liquidity provider that does not have a sufficiently strong short-term rating or may","page_number":91,"box":{"x":186,"y":498,"width":677,"height":12}},{"id":"a2ab7382-618e-49a9-a0e1-e136a515778c","block_type":"box","text":"lack the structural or legal protections necessary to ensure the timely payment of purchase price upon","page_number":91,"box":{"x":187,"y":514,"width":683,"height":12}},{"id":"4eb7df12-4695-4e42-8cf7-3e0577886b15","block_type":"box","text":"demand.","page_number":91,"box":{"x":187,"y":529,"width":56,"height":9}},{"id":"8d339e3c-b81d-467b-a6f0-9364fe857821","block_type":"box","text":"Description of S&P Global Ratings (“S&P”), a Division of S&P Global Inc., Issue Credit Ratings","page_number":91,"box":{"x":116,"y":568,"width":693,"height":12}},{"id":"5efa1d1c-049b-4f75-904c-1c43e1562dd2","block_type":"box","text":"An S&P issue credit rating is a forward-looking opinion about the creditworthiness of an obligor with","page_number":91,"box":{"x":150,"y":591,"width":685,"height":12}},{"id":"86397fe0-8b16-4bd5-89ac-fa55fc500efe","block_type":"box","text":"respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program","page_number":91,"box":{"x":116,"y":607,"width":755,"height":12}},{"id":"a573c751-e6e6-40b1-9e7c-1c0971a8e9fa","block_type":"box","text":"(including ratings on medium-term note programs and commercial paper programs). It takes into consideration","page_number":91,"box":{"x":116,"y":622,"width":748,"height":12}},{"id":"05d1bb34-7c6a-4b98-b4fa-704beb75a2d1","block_type":"box","text":"the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into","page_number":91,"box":{"x":116,"y":638,"width":767,"height":12}},{"id":"33a969f3-9dcf-4515-933b-ad8ff52e24d4","block_type":"box","text":"account the currency in which the obligation is denominated. The opinion reflects S&P’s view of the obligor’s","page_number":91,"box":{"x":116,"y":653,"width":744,"height":12}},{"id":"9710f83d-8eb3-4bfc-911e-50b46b979d85","block_type":"box","text":"capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms,","page_number":91,"box":{"x":116,"y":669,"width":761,"height":12}},{"id":"84b9c940-e619-455d-877f-06be04bc43db","block_type":"box","text":"such as collateral security and subordination, which could affect ultimate payment in the event of default.","page_number":91,"box":{"x":117,"y":684,"width":709,"height":12}},{"id":"3077a31b-ee30-4919-a028-18671e22a9bb","block_type":"box","text":"Issue credit ratings can be either long-term or short-term. Short-term issue credit ratings are generally","page_number":91,"box":{"x":150,"y":715,"width":685,"height":12}},{"id":"c00d7957-4e3e-451f-acab-83932dbddc36","block_type":"box","text":"assigned to those obligations considered short-term in the relevant market, typically with an original maturity of","page_number":91,"box":{"x":116,"y":731,"width":757,"height":12}},{"id":"ae207fff-724c-42bd-a7c8-9e43daf18172","block_type":"box","text":"no more than 365 days. Short-term issue credit ratings are also used to indicate the creditworthiness of an obligor","page_number":91,"box":{"x":116,"y":746,"width":764,"height":12}},{"id":"5f8afba8-8523-4717-9bb3-20f66ce84ed9","block_type":"box","text":"with respect to put features on long-term obligations. S&P would typically assign a long-term issue credit rating","page_number":91,"box":{"x":116,"y":762,"width":756,"height":12}},{"id":"00a24e66-fa45-4f4b-b2ed-07d082c6e883","block_type":"box","text":"to an obligation with an original maturity of greater than 365 days. However, the ratings S&P assigns to certain","page_number":91,"box":{"x":116,"y":777,"width":751,"height":12}},{"id":"b05a1419-6d7c-4147-a759-a5a289569383","block_type":"box","text":"instruments may diverge from these guidelines based on market practices. Medium-term notes are assigned long","page_number":91,"box":{"x":116,"y":793,"width":763,"height":12}},{"id":"775afc56-af8d-4578-83a9-f6b21e5d5dc0","block_type":"box","text":"term ratings.","page_number":91,"box":{"x":116,"y":809,"width":84,"height":11}},{"id":"72729f14-3dc6-4ec7-a951-a55869de1102","block_type":"box","text":"Issue credit ratings are based, in varying degrees, on S&P’s analysis of the following considerations:","page_number":91,"box":{"x":150,"y":840,"width":677,"height":11}},{"id":"a21d5f16-0027-4c8b-b358-6ef4d1efcf35","block_type":"box","text":"• The likelihood of payment—the capacity and willingness of the obligor to meet its financial","page_number":91,"box":{"x":158,"y":863,"width":645,"height":11}},{"id":"9864b8b3-e222-421f-9f55-d5d58e59fe97","block_type":"box","text":"commitments on an obligation in accordance with the terms of the obligation;","page_number":91,"box":{"x":183,"y":878,"width":523,"height":12}},{"id":"a20a4c8d-0cfa-488d-814f-b449437a7ca6","block_type":"box","text":"A-4","page_number":91,"box":{"x":487,"y":909,"width":25,"height":9}},{"id":"8b8b4974-9241-4a41-aa5b-28e907e33c4b","block_type":"box","text":"NM1026U-5982768-91/119","page_number":91,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"d32ee575-26da-4235-8d46-5364aacec659","block_type":"box","text":"• The nature and provisions of the financial obligation, and the promise S&P imputes; and","page_number":92,"box":{"x":158,"y":88,"width":623,"height":11}},{"id":"862c7359-6b72-4614-8ca3-9d07f98f856e","block_type":"box","text":"• The protection afforded by, and relative position of, the financial obligation in the event of a","page_number":92,"box":{"x":158,"y":111,"width":649,"height":11}},{"id":"3a9eaa55-b28b-492e-ab6f-cb3507698b95","block_type":"box","text":"bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting","page_number":92,"box":{"x":183,"y":126,"width":699,"height":12}},{"id":"e18c4872-62a8-4b5f-b488-d9b110a15a2d","block_type":"box","text":"creditors’ rights.","page_number":92,"box":{"x":183,"y":142,"width":110,"height":11}},{"id":"01be48dc-d3b6-4b1a-b2eb-0ad5a0452130","block_type":"box","text":"An issue rating is an assessment of default risk but may incorporate an assessment of relative seniority or","page_number":92,"box":{"x":150,"y":173,"width":709,"height":11}},{"id":"b0816f23-b835-4684-b1b0-a8c1da1aed38","block_type":"box","text":"ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to","page_number":92,"box":{"x":116,"y":188,"width":748,"height":12}},{"id":"ca365f2a-584b-4e57-8c71-5ef4b22f27e5","block_type":"box","text":"reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both","page_number":92,"box":{"x":116,"y":204,"width":734,"height":11}},{"id":"e8bfa997-d357-4259-9069-a44fe5d8dd00","block_type":"box","text":"senior and subordinated obligations, secured and unsecured obligations, or operating company and holding","page_number":92,"box":{"x":117,"y":219,"width":719,"height":12}},{"id":"7dab492e-72c9-4274-828c-9a499b3a2854","block_type":"box","text":"company obligations.)","page_number":92,"box":{"x":116,"y":235,"width":149,"height":11}},{"id":"ad416f58-8348-4392-9549-d890a83af32c","block_type":"box","text":"Long-Term Issue Credit Ratings*","page_number":92,"box":{"x":116,"y":274,"width":242,"height":11}},{"id":"4e41b4af-2303-44e1-9084-8b74c35a6d17","block_type":"box","text":"AAA An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its","page_number":92,"box":{"x":116,"y":297,"width":763,"height":12}},{"id":"8206928e-88e9-4c13-8451-f20273ffb9b9","block_type":"box","text":"financial commitments on the obligation is extremely strong.","page_number":92,"box":{"x":195,"y":312,"width":410,"height":12}},{"id":"1f23e536-5515-44f3-87c7-ad0c72469450","block_type":"box","text":"AA An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The","page_number":92,"box":{"x":116,"y":336,"width":718,"height":11}},{"id":"fc8715ae-9a0e-43ce-915c-c765ec3c4440","block_type":"box","text":"obligor’s capacity to meet its financial commitments on the obligation is very strong.","page_number":92,"box":{"x":195,"y":351,"width":572,"height":12}},{"id":"0ccd6d5b-f045-4b61-af07-eff5a80c5c9b","block_type":"box","text":"A An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in","page_number":92,"box":{"x":116,"y":374,"width":684,"height":12}},{"id":"25ed1e69-a515-4a1e-8dab-5b899ffd771d","block_type":"box","text":"circumstances and economic conditions than obligations in higher-rated categories. However, the","page_number":92,"box":{"x":195,"y":390,"width":656,"height":12}},{"id":"6e6d432d-a38a-412e-b519-61038adfa388","block_type":"box","text":"obligor’s capacity to meet its financial commitments on the obligation is still strong.","page_number":92,"box":{"x":195,"y":405,"width":568,"height":12}},{"id":"e31b71d7-c444-447b-a69e-eda29732d893","block_type":"box","text":"BBB An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic","page_number":92,"box":{"x":116,"y":429,"width":730,"height":11}},{"id":"5af966d2-c4a5-4476-8b88-e65fafbc859f","block_type":"box","text":"conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its","page_number":92,"box":{"x":195,"y":444,"width":657,"height":12}},{"id":"f7c17811-e4a7-4d86-8165-031e50384184","block_type":"box","text":"financial commitments on the obligation.","page_number":92,"box":{"x":195,"y":460,"width":276,"height":11}},{"id":"bb23b10c-b8e7-4c39-886a-9ec94fabaaf5","block_type":"box","text":"BB, B,","page_number":92,"box":{"x":116,"y":483,"width":45,"height":11}},{"id":"d0731827-d7a9-41ea-b9df-99f17c0da098","block_type":"box","text":"CCC,","page_number":92,"box":{"x":116,"y":499,"width":37,"height":10}},{"id":"f79a96b0-aa54-4545-9a4b-426ce4c84cdd","block_type":"box","text":"CC, and","page_number":92,"box":{"x":116,"y":514,"width":55,"height":11}},{"id":"559362a2-8725-44e8-8efd-7182f8403a7c","block_type":"box","text":"C","page_number":92,"box":{"x":116,"y":530,"width":10,"height":8}},{"id":"87fc5bd7-4c24-410f-97a6-5805217afed5","block_type":"box","text":"Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative","page_number":92,"box":{"x":195,"y":483,"width":651,"height":12}},{"id":"a48d2dc7-e2aa-4425-b8ae-de198b1772bb","block_type":"box","text":"characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such","page_number":92,"box":{"x":195,"y":498,"width":628,"height":12}},{"id":"00ef9c61-ddc8-4358-8562-eee085fb9fd1","block_type":"box","text":"obligations will likely have some quality and protective characteristics, these may be outweighed by","page_number":92,"box":{"x":195,"y":514,"width":675,"height":12}},{"id":"b22134a6-5d98-48c6-abec-42a47f831ff9","block_type":"box","text":"large uncertainties or major exposure to adverse conditions.","page_number":92,"box":{"x":195,"y":529,"width":401,"height":12}},{"id":"835647c6-e1f6-4657-bad1-e39eca16607c","block_type":"box","text":"BB An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it","page_number":92,"box":{"x":116,"y":553,"width":757,"height":11}},{"id":"bcf41e5f-e727-4600-9ec0-38fc49dc45bf","block_type":"box","text":"faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions","page_number":92,"box":{"x":195,"y":568,"width":679,"height":12}},{"id":"8e94b1de-62c8-4435-8394-93a93a98a867","block_type":"box","text":"that could lead to the obligor’s inadequate capacity to meet its financial commitments on the","page_number":92,"box":{"x":194,"y":584,"width":624,"height":11}},{"id":"c78ee515-0b26-424e-a6c9-fb619e9ce725","block_type":"box","text":"obligation.","page_number":92,"box":{"x":195,"y":599,"width":71,"height":12}},{"id":"9fb3bed9-6d20-41a4-abe0-9bd21559b1ab","block_type":"box","text":"B An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor","page_number":92,"box":{"x":116,"y":622,"width":767,"height":12}},{"id":"b6e3975f-e73b-4804-8b28-09e165d700f3","block_type":"box","text":"currently has the capacity to meet its financial commitments on the obligation. Adverse business,","page_number":92,"box":{"x":195,"y":638,"width":654,"height":12}},{"id":"e13476b6-b0b4-4233-8dbb-1e2f2a50c3e1","block_type":"box","text":"financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its","page_number":92,"box":{"x":195,"y":653,"width":670,"height":12}},{"id":"d2a51fcc-3b3f-4984-b1df-66fbf214b023","block_type":"box","text":"financial commitments on the obligation.","page_number":92,"box":{"x":195,"y":669,"width":276,"height":12}},{"id":"e41c8f66-f084-48e2-b332-51a905222083","block_type":"box","text":"CCC An obligation rated ‘CCC’ is currently vulnerable to nonpayment and is dependent upon favorable","page_number":92,"box":{"x":116,"y":692,"width":742,"height":12}},{"id":"116eef95-31c5-4c74-82c2-f166005573ac","block_type":"box","text":"business, financial, and economic conditions for the obligor to meet its financial commitments on the","page_number":92,"box":{"x":194,"y":708,"width":683,"height":11}},{"id":"8937c9c8-a1cd-458d-a687-40f5ef5842c4","block_type":"box","text":"obligation. In the event of adverse business, financial, or economic conditions, the obligor is not","page_number":92,"box":{"x":195,"y":723,"width":649,"height":12}},{"id":"027d42bf-3399-4714-bc1d-185ec78812d8","block_type":"box","text":"likely to have the capacity to meet its financial commitments on the obligation.","page_number":92,"box":{"x":195,"y":739,"width":532,"height":11}},{"id":"7aee3869-636e-4cca-b90a-4f6cbcafde27","block_type":"box","text":"CC An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when","page_number":92,"box":{"x":116,"y":762,"width":763,"height":12}},{"id":"a974d4c0-e90c-4e5e-a93b-bac432ca9725","block_type":"box","text":"a default has not yet occurred but S&P expects default to be a virtual certainty, regardless of the","page_number":92,"box":{"x":195,"y":777,"width":646,"height":12}},{"id":"be675822-27db-456a-ab3e-008ece60c30c","block_type":"box","text":"anticipated time to default.","page_number":92,"box":{"x":195,"y":793,"width":179,"height":12}},{"id":"210e9b7e-43c3-437b-8c12-6e046a421303","block_type":"box","text":"C An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected","page_number":92,"box":{"x":116,"y":816,"width":754,"height":12}},{"id":"843a7928-44ae-4db7-8bc4-38c8172d8ade","block_type":"box","text":"to have lower relative seniority or lower ultimate recovery compared with obligations that are rated","page_number":92,"box":{"x":194,"y":832,"width":670,"height":11}},{"id":"d524fc29-3a3b-47d2-802b-3c047344d2b6","block_type":"box","text":"higher.","page_number":92,"box":{"x":194,"y":847,"width":46,"height":12}},{"id":"b5df654e-2204-47a8-89ef-2624ae15e765","block_type":"box","text":"A-5","page_number":92,"box":{"x":487,"y":909,"width":25,"height":9}},{"id":"917261a7-30ed-44ed-826e-7df51bfe22c5","block_type":"box","text":"NM1026U-5982768-92/119","page_number":92,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"63b3acda-4889-4915-b6f8-04cba30eef01","block_type":"box","text":"D An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital","page_number":93,"box":{"x":116,"y":95,"width":722,"height":12}},{"id":"c48738b0-3d5f-4815-abcd-e5605a4f9341","block_type":"box","text":"instruments, the ‘D’ rating category is used when payments on an obligation are not made on the date","page_number":93,"box":{"x":195,"y":111,"width":684,"height":11}},{"id":"799731f5-6c45-45ff-9254-4e354daa3552","block_type":"box","text":"due, unless S&P believes that such payments will be made within five business days in the absence of","page_number":93,"box":{"x":195,"y":126,"width":688,"height":12}},{"id":"818bf1a5-e0be-4857-8250-b502674f40f1","block_type":"box","text":"a stated grace period or within the earlier of the stated grace period or 30 calendar days. The ‘D’","page_number":93,"box":{"x":195,"y":142,"width":647,"height":11}},{"id":"02f9d092-f16c-45b7-a2e0-64278672fb6c","block_type":"box","text":"rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and","page_number":93,"box":{"x":194,"y":157,"width":659,"height":12}},{"id":"695730bd-d3ef-4aed-86a9-c7f5f2b29d7d","block_type":"box","text":"where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A","page_number":93,"box":{"x":195,"y":173,"width":676,"height":11}},{"id":"5db19208-3132-430a-83bf-e4f6f0591ec3","block_type":"box","text":"rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.","page_number":93,"box":{"x":194,"y":188,"width":594,"height":12}},{"id":"f77f11a1-d712-424d-a46e-a992b580b4c1","block_type":"box","text":"* Ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative","page_number":93,"box":{"x":117,"y":219,"width":745,"height":12}},{"id":"9a48c2a2-3abf-4934-8b99-1197b82d6d77","block_type":"box","text":"standing within the rating categories.","page_number":93,"box":{"x":117,"y":235,"width":247,"height":11}},{"id":"37c56974-0897-4be7-94b1-578384f8c061","block_type":"box","text":"Short-Term Issue Credit Ratings","page_number":93,"box":{"x":116,"y":274,"width":236,"height":11}},{"id":"e3ba1d51-27a7-46b9-b399-d7a7ad6a01d0","block_type":"box","text":"A-1 A short-term obligation rated ‘A-1’ is rated in the highest category by S&P. The obligor’s capacity to","page_number":93,"box":{"x":116,"y":297,"width":754,"height":12}},{"id":"1ecfee17-9d42-464e-863d-798f2b196d5f","block_type":"box","text":"meet its financial commitments on the obligation is strong. Within this category, certain obligations","page_number":93,"box":{"x":187,"y":312,"width":671,"height":12}},{"id":"f0b0cb29-1a44-4c7e-ae28-433ea234c0d6","block_type":"box","text":"are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial","page_number":93,"box":{"x":187,"y":328,"width":651,"height":12}},{"id":"2c336620-bc55-471d-8749-820def2c30dd","block_type":"box","text":"commitments on these obligations is extremely strong.","page_number":93,"box":{"x":187,"y":343,"width":367,"height":12}},{"id":"bd8d3a1a-e404-4101-a23a-2e07d38016b2","block_type":"box","text":"A-2 A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in","page_number":93,"box":{"x":116,"y":367,"width":756,"height":11}},{"id":"f636dc03-16ce-4d8d-95af-53a5a1751994","block_type":"box","text":"circumstances and economic conditions than obligations in higher rating categories. However, the","page_number":93,"box":{"x":187,"y":382,"width":660,"height":12}},{"id":"00453d43-b576-4dc2-994f-1990a46bd4d1","block_type":"box","text":"obligor’s capacity to meet its financial commitments on the obligation is satisfactory.","page_number":93,"box":{"x":187,"y":398,"width":574,"height":11}},{"id":"37a6caad-634b-48b8-98b1-091b758e6cd8","block_type":"box","text":"A-3 A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse","page_number":93,"box":{"x":116,"y":421,"width":712,"height":12}},{"id":"b1d5172c-78f2-4a6a-a82a-213ba3c50f89","block_type":"box","text":"economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to","page_number":93,"box":{"x":187,"y":436,"width":665,"height":12}},{"id":"74d25206-7157-48c5-ad6e-f1204de13f44","block_type":"box","text":"meet its financial commitments on the obligation.","page_number":93,"box":{"x":187,"y":452,"width":333,"height":12}},{"id":"7fa3e2bc-7692-4974-b91f-0d5a1293825a","block_type":"box","text":"B A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative","page_number":93,"box":{"x":116,"y":475,"width":677,"height":12}},{"id":"6d5de29b-7ad1-473f-ad47-f2c5c35ba27a","block_type":"box","text":"characteristics. The obligor currently has the capacity to meet its financial commitments; however, it","page_number":93,"box":{"x":187,"y":491,"width":679,"height":11}},{"id":"03e3d23f-6bae-4ad5-bdab-5db686227408","block_type":"box","text":"faces major ongoing uncertainties that could lead to the obligor’s inadequate capacity to meet its","page_number":93,"box":{"x":187,"y":506,"width":650,"height":12}},{"id":"2ba6dbcd-03ec-4cbb-b591-48c9048a9f1f","block_type":"box","text":"financial commitments.","page_number":93,"box":{"x":187,"y":522,"width":157,"height":9}},{"id":"5159226b-bb02-4382-a133-6645f28b87af","block_type":"box","text":"C A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon","page_number":93,"box":{"x":116,"y":545,"width":710,"height":12}},{"id":"89a160fb-9d6e-4a7e-a107-6df681ad19d4","block_type":"box","text":"favorable business, financial, and economic conditions for the obligor to meet its financial","page_number":93,"box":{"x":187,"y":560,"width":608,"height":12}},{"id":"0ff05e2d-03c8-412c-8ad2-bde52a9a26af","block_type":"box","text":"commitments on the obligation.","page_number":93,"box":{"x":187,"y":576,"width":213,"height":12}},{"id":"4351fac8-7866-46f5-9297-0ccfa462c075","block_type":"box","text":"D A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid","page_number":93,"box":{"x":116,"y":599,"width":731,"height":12}},{"id":"9eabf469-ab80-4cab-b4db-d608a3c655b0","block_type":"box","text":"capital instruments, the ‘D’ rating category is used when payments on an obligation are not made on","page_number":93,"box":{"x":187,"y":615,"width":676,"height":11}},{"id":"2ba2bda8-5c5b-42fe-b821-157dadc5e086","block_type":"box","text":"the date due, unless S&P believes that such payments will be made within any stated grace period.","page_number":93,"box":{"x":187,"y":630,"width":662,"height":12}},{"id":"639d4061-b1a5-4cae-b8c2-09060154a8cc","block_type":"box","text":"However, any stated grace period longer than five business days will be treated as five business days.","page_number":93,"box":{"x":187,"y":646,"width":682,"height":11}},{"id":"1e8956ca-5163-4639-9305-4ca315ee8c4c","block_type":"box","text":"The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of a similar","page_number":93,"box":{"x":187,"y":661,"width":654,"height":12}},{"id":"5ecfc673-67b5-4b7e-a2d7-5248854f9d87","block_type":"box","text":"action and where default on an obligation is a virtual certainty, for example due to automatic stay","page_number":93,"box":{"x":187,"y":677,"width":655,"height":11}},{"id":"2ac4887e-f4dc-426d-a6cf-4d3d9bca53e8","block_type":"box","text":"provisions. A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.","page_number":93,"box":{"x":186,"y":692,"width":690,"height":12}},{"id":"0bea7bfc-196c-4394-bc1f-e789ef56943a","block_type":"box","text":"Description of S&P’s Municipal Short-Term Note Ratings","page_number":93,"box":{"x":116,"y":731,"width":417,"height":11}},{"id":"008676f1-6200-4607-aaf4-a0cef53eff5d","block_type":"box","text":"An S&P U.S. municipal note rating reflects S&P’s opinion about the liquidity factors and market access","page_number":93,"box":{"x":150,"y":754,"width":701,"height":12}},{"id":"9cd819f1-d2df-435d-8d96-e6b41c503fa5","block_type":"box","text":"risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original","page_number":93,"box":{"x":116,"y":770,"width":756,"height":11}},{"id":"b1688605-ddd4-40f2-a46f-5a3d0acc9e27","block_type":"box","text":"maturity of more than three years will most likely receive a long-term debt rating. In determining which type of","page_number":93,"box":{"x":116,"y":785,"width":754,"height":12}},{"id":"66c49741-af60-4060-b0d9-e94405f3bdbe","block_type":"box","text":"rating, if any, to assign, S&P’s analysis will review the following considerations:","page_number":93,"box":{"x":116,"y":801,"width":545,"height":11}},{"id":"e8881a30-fc26-4bf3-8f72-6800c4d64c3e","block_type":"box","text":"• Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will","page_number":93,"box":{"x":158,"y":824,"width":718,"height":12}},{"id":"aecbf3d6-4553-4173-8381-b5274153b2a0","block_type":"box","text":"be treated as a note; and","page_number":93,"box":{"x":183,"y":840,"width":162,"height":10}},{"id":"570e2a7c-3e1b-46ff-9604-f4c1ca1d2bb4","block_type":"box","text":"• Source of payment—the more dependent the issue is on the market for its refinancing, the more likely","page_number":93,"box":{"x":158,"y":863,"width":713,"height":11}},{"id":"0f76e637-c684-4ca3-a9d6-86d511620a9f","block_type":"box","text":"it will be treated as a note.","page_number":93,"box":{"x":183,"y":878,"width":176,"height":9}},{"id":"3169e73b-ce7c-4c46-b82f-ec00d517da1f","block_type":"box","text":"A-6","page_number":93,"box":{"x":487,"y":909,"width":25,"height":9}},{"id":"fb7dbd14-727a-42ed-ba1b-93f201c9a0cd","block_type":"box","text":"NM1026U-5982768-93/119","page_number":93,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"d62a94d3-2a06-4e4c-963e-d84801324ddb","block_type":"box","text":"S&P’s municipal short-term note rating symbols are as follows:","page_number":94,"box":{"x":150,"y":88,"width":428,"height":11}},{"id":"d7a7c1b5-d9fb-485c-b7de-e2366bad0e27","block_type":"box","text":"SP-1 Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to","page_number":94,"box":{"x":116,"y":111,"width":757,"height":11}},{"id":"61dec1f5-875c-4466-aea1-21f855bd5d4c","block_type":"box","text":"pay debt service is given a plus (+) designation.","page_number":94,"box":{"x":186,"y":126,"width":320,"height":12}},{"id":"df9e6bef-1060-4cae-a7fe-6813bff5a707","block_type":"box","text":"SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and","page_number":94,"box":{"x":116,"y":150,"width":737,"height":11}},{"id":"b7503c39-8b9d-4d09-a808-d81f9d2fd8bb","block_type":"box","text":"economic changes over the term of the notes.","page_number":94,"box":{"x":187,"y":165,"width":304,"height":12}},{"id":"4c87a04d-1d39-4db2-98bb-0366b34a16cb","block_type":"box","text":"SP-3 Speculative capacity to pay principal and interest.","page_number":94,"box":{"x":116,"y":188,"width":405,"height":12}},{"id":"f9dd0b0e-bfe1-40f6-9eb9-4bdb8948290d","block_type":"box","text":"D ‘D’ is assigned upon failure to pay the note when due, completion of a distressed debt restructuring, or","page_number":94,"box":{"x":116,"y":212,"width":762,"height":11}},{"id":"4959018f-064a-414b-8600-71e42f52815e","block_type":"box","text":"the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is","page_number":94,"box":{"x":187,"y":227,"width":685,"height":12}},{"id":"08f6568f-329e-45df-9614-d9e6362ce46f","block_type":"box","text":"a virtual certainty, for example due to automatic stay provisions.","page_number":94,"box":{"x":187,"y":243,"width":433,"height":11}},{"id":"c3bb89f1-d226-4a97-b022-07d206a577fe","block_type":"box","text":"Description of Fitch Ratings’ (“Fitch’s”) Credit Ratings Scales","page_number":94,"box":{"x":116,"y":281,"width":448,"height":12}},{"id":"3e1c63b9-780c-48f8-afbe-63efe0b85382","block_type":"box","text":"Fitch Ratings publishes opinions on a variety of scales. The most common of these are credit ratings, but the","page_number":94,"box":{"x":150,"y":305,"width":731,"height":11}},{"id":"37363c19-9a6e-427a-92dc-ac6b048309e3","block_type":"box","text":"agency also publishes ratings, scores and other relative opinions relating to financial or operational strength. For","page_number":94,"box":{"x":116,"y":320,"width":757,"height":12}},{"id":"8cdd8c62-216b-463f-b30e-d00b999aa062","block_type":"box","text":"example, Fitch also provides specialized ratings of servicers of residential and commercial mortgages, asset","page_number":94,"box":{"x":116,"y":336,"width":726,"height":11}},{"id":"b1ace0b1-bfb4-461c-9476-00fed84d6380","block_type":"box","text":"managers and funds. In each case, users should refer to the definitions of each individual scale for guidance on","page_number":94,"box":{"x":116,"y":351,"width":746,"height":12}},{"id":"9d170d7c-bbd4-4a2f-bbbc-d068b3c8e2a8","block_type":"box","text":"the dimensions of risk covered in each assessment.","page_number":94,"box":{"x":116,"y":367,"width":341,"height":9}},{"id":"7eedd5e5-ed9d-418c-b14a-f3dd0a277166","block_type":"box","text":"Fitch’s credit ratings relating to issuers are an opinion on the relative ability of an entity to meet financial","page_number":94,"box":{"x":150,"y":398,"width":709,"height":11}},{"id":"3efd91bf-550e-4946-a12c-a81faa1d14d9","block_type":"box","text":"commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty","page_number":94,"box":{"x":116,"y":413,"width":734,"height":12}},{"id":"929e3dd5-2619-491c-a15f-5b3cd468dca4","block_type":"box","text":"obligations. Credit ratings relating to securities and obligations of an issuer can include a recovery expectation.","page_number":94,"box":{"x":116,"y":429,"width":748,"height":11}},{"id":"c516e57b-b8f0-4297-8d00-621d18843550","block_type":"box","text":"Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in","page_number":94,"box":{"x":116,"y":444,"width":724,"height":12}},{"id":"27d305b8-3cfe-4f6a-bb60-d59747d72e25","block_type":"box","text":"accordance with the terms on which they invested. The agency’s credit ratings cover the global spectrum of","page_number":94,"box":{"x":116,"y":460,"width":726,"height":11}},{"id":"4dace709-a750-4f4a-bcd2-54141b01ac34","block_type":"box","text":"corporate, sovereign financial, bank, insurance, and public finance entities (including supranational and","page_number":94,"box":{"x":116,"y":475,"width":698,"height":12}},{"id":"f778c840-56b6-4b88-935f-8a4746a01dec","block_type":"box","text":"sub-national entities) and the securities or other obligations they issue, as well as structured finance securities","page_number":94,"box":{"x":117,"y":491,"width":736,"height":11}},{"id":"7340716f-a052-4f81-b915-669560b0d27d","block_type":"box","text":"backed by receivables or other financial assets.","page_number":94,"box":{"x":116,"y":506,"width":316,"height":12}},{"id":"9a05afda-277a-42b9-9b02-596c066e7eba","block_type":"box","text":"The terms “investment grade” and “speculative grade” have established themselves over time as shorthand","page_number":94,"box":{"x":150,"y":537,"width":719,"height":12}},{"id":"020899fe-7c83-4303-93e4-a54b184d3091","block_type":"box","text":"to describe the categories ‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative grade). The terms","page_number":94,"box":{"x":116,"y":553,"width":740,"height":11}},{"id":"8e64041c-95dd-4413-aa97-773bbdf00e9b","block_type":"box","text":"investment grade and speculative grade are market conventions and do not imply any recommendation or","page_number":94,"box":{"x":116,"y":568,"width":711,"height":12}},{"id":"11b72283-91c0-41bc-b6ef-47adc02a63af","block_type":"box","text":"endorsement of a specific security for investment purposes. Investment grade categories indicate relatively low to","page_number":94,"box":{"x":116,"y":584,"width":766,"height":11}},{"id":"573f67f7-975e-40f1-9b1a-207015af8d10","block_type":"box","text":"moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a","page_number":94,"box":{"x":116,"y":599,"width":759,"height":12}},{"id":"4110dfb5-6568-4eeb-9ba5-06eceb28dbab","block_type":"box","text":"default has already occurred.","page_number":94,"box":{"x":116,"y":615,"width":193,"height":11}},{"id":"de41318c-c4c5-4553-a4c0-e01f33d127b8","block_type":"box","text":"For the convenience of investors, Fitch may also include issues relating to a rated issuer that are not and","page_number":94,"box":{"x":150,"y":646,"width":701,"height":11}},{"id":"130bd46b-89b9-44c9-bfa3-980b83f70cdc","block_type":"box","text":"have not been rated on its web page. Such issues are also denoted as ‘NR’.","page_number":94,"box":{"x":116,"y":661,"width":501,"height":12}},{"id":"41ebaa2c-6813-4f84-8b30-62688b63086e","block_type":"box","text":"Credit ratings express risk in relative rank order, which is to say they are ordinal measures of credit risk and","page_number":94,"box":{"x":150,"y":692,"width":727,"height":12}},{"id":"ff232cd9-c31e-4bbd-93b2-0de5bcf8ad96","block_type":"box","text":"are not predictive of a specific frequency of default or loss. For information about the historical performance of","page_number":94,"box":{"x":116,"y":708,"width":752,"height":11}},{"id":"6e4d2e7b-7a0d-4443-add4-384514af5aaa","block_type":"box","text":"ratings please refer to Fitch’s Ratings Transition and Default studies which detail the historical default rates and","page_number":94,"box":{"x":116,"y":723,"width":755,"height":12}},{"id":"8d7c45ae-ee29-4461-bbb3-5c9bb98ca874","block_type":"box","text":"their meaning. The European Securities and Markets Authority also maintains a central repository of historical","page_number":94,"box":{"x":116,"y":739,"width":745,"height":11}},{"id":"797d35ff-e793-444c-9bbe-76740ac7cc67","block_type":"box","text":"default rates.","page_number":94,"box":{"x":116,"y":754,"width":86,"height":9}},{"id":"76d607c3-ef35-42f6-99b9-75c5d97f68d5","block_type":"box","text":"Fitch’s credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal","page_number":94,"box":{"x":150,"y":785,"width":723,"height":12}},{"id":"1dde1411-cc60-4bb1-9494-2f896d503f8f","block_type":"box","text":"with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market","page_number":94,"box":{"x":116,"y":801,"width":761,"height":11}},{"id":"39bf23bf-3726-4df0-a364-fff8529bfb3b","block_type":"box","text":"considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to","page_number":94,"box":{"x":116,"y":816,"width":757,"height":12}},{"id":"0e97c533-2b6a-4358-b8ae-5ba81991e431","block_type":"box","text":"the extent that it influences the ability of an issuer to pay upon a commitment.","page_number":94,"box":{"x":116,"y":832,"width":525,"height":11}},{"id":"c84a4850-353a-43b7-824e-bbee971ce1c9","block_type":"box","text":"Ratings nonetheless do not reflect market risk to the extent that they influence the size or other","page_number":94,"box":{"x":150,"y":863,"width":638,"height":11}},{"id":"93046fed-8565-4301-b172-5ca6032d5b85","block_type":"box","text":"conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).","page_number":94,"box":{"x":116,"y":878,"width":726,"height":12}},{"id":"220c9894-f215-4d7a-a333-9f12a058dd38","block_type":"box","text":"A-7","page_number":94,"box":{"x":487,"y":909,"width":25,"height":9}},{"id":"1ee45d8d-3ac3-40ce-a3c0-ac7f964dc3c4","block_type":"box","text":"NM1026U-5982768-94/119","page_number":94,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"3af5c5ba-a862-4c69-8b21-83d967f405cf","block_type":"box","text":"In the default components of ratings assigned to individual obligations or instruments, the agency typically","page_number":95,"box":{"x":150,"y":88,"width":720,"height":11}},{"id":"360bc2a3-4183-4b7f-837a-b92b60a89166","block_type":"box","text":"rates to the likelihood of non-payment or default in accordance with the terms of that instrument’s","page_number":95,"box":{"x":116,"y":103,"width":661,"height":12}},{"id":"26b13bec-bf74-4820-8de3-376aa533d55f","block_type":"box","text":"documentation. In limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower","page_number":95,"box":{"x":116,"y":119,"width":715,"height":11}},{"id":"a1360c47-590f-41fc-93ee-db74f4ee52a9","block_type":"box","text":"standard than that implied in the obligation’s documentation).","page_number":95,"box":{"x":117,"y":134,"width":414,"height":12}},{"id":"d2791eca-021a-494b-9c3b-401a43bd0f56","block_type":"box","text":"The primary credit rating scales can be used to provide a rating of privately issued obligations or certain","page_number":95,"box":{"x":150,"y":168,"width":701,"height":12}},{"id":"995de2d0-5d7d-40f3-9bbb-b943a526a169","block_type":"box","text":"note issuance programs or for private ratings. In this case the rating is not published, but only provided to the","page_number":95,"box":{"x":116,"y":184,"width":735,"height":11}},{"id":"763375b0-9a9e-4ede-8d0b-85944edbfd2b","block_type":"box","text":"issuer or its agents in the form of a rating letter.","page_number":95,"box":{"x":116,"y":199,"width":319,"height":12}},{"id":"0d7b6128-ce84-40d9-9794-419ea219c313","block_type":"box","text":"The primary credit rating scales may also be used to provide ratings for a more narrow scope, including","page_number":95,"box":{"x":150,"y":233,"width":698,"height":12}},{"id":"bc0631a9-975e-4f77-9776-724eae952670","block_type":"box","text":"interest strips and return of principal or in other forms of opinions such as credit opinions or rating assessment","page_number":95,"box":{"x":116,"y":249,"width":744,"height":11}},{"id":"fb912602-404d-487f-ab7c-269f0200fe86","block_type":"box","text":"services. Credit opinions are either a notch- or category-specific view using the primary rating scale and omit one","page_number":95,"box":{"x":117,"y":264,"width":765,"height":12}},{"id":"a0c0a3bf-96f7-4569-832a-4302d33ca745","block_type":"box","text":"or more characteristics of a full rating or meet them to a different standard. Credit opinions will be indicated","page_number":95,"box":{"x":116,"y":280,"width":730,"height":11}},{"id":"645f2f8c-b543-4696-991d-4c854625e97f","block_type":"box","text":"using a lower case letter symbol combined with either an ‘*’ (e.g. ‘bbb+*’) or (cat) suffix to denote the opinion","page_number":95,"box":{"x":116,"y":295,"width":750,"height":12}},{"id":"0806ebe7-b8b2-43b3-a8cc-0dcad131b3e2","block_type":"box","text":"status. Credit opinions will be point-in-time typically but may be monitored if the analytical group believes","page_number":95,"box":{"x":117,"y":311,"width":721,"height":11}},{"id":"2dcedca4-fd43-40d2-8b8e-92d90f5119ee","block_type":"box","text":"information will be sufficiently available. Rating assessment services are a notch-specific view using the primary","page_number":95,"box":{"x":116,"y":326,"width":763,"height":12}},{"id":"9b35b376-d35f-405c-b502-5e410c8e1bd2","block_type":"box","text":"rating scale of how an existing or potential rating may be changed by a given set of hypothetical circumstances.","page_number":95,"box":{"x":116,"y":342,"width":751,"height":11}},{"id":"1d2b2715-9cfe-4ab1-bd4a-45885ca72f99","block_type":"box","text":"While credit opinions and rating assessment services are point-in-time and are not monitored, they may have a","page_number":95,"box":{"x":116,"y":357,"width":745,"height":12}},{"id":"fc1ab071-620c-4f84-ac88-8ac019f63120","block_type":"box","text":"directional watch or outlook assigned, which can signify the trajectory of the credit profile.","page_number":95,"box":{"x":116,"y":373,"width":613,"height":11}},{"id":"95bdabd4-ff24-4c68-a54e-f5beb349ff88","block_type":"box","text":"Description of Fitch’s Long-Term Corporate Finance Obligations Rating Scales","page_number":95,"box":{"x":116,"y":416,"width":571,"height":12}},{"id":"7e8abd21-d037-4fa7-a687-14a335a57788","block_type":"box","text":"Ratings of individual securities or financial obligations of a corporate issuer address relative vulnerability to","page_number":95,"box":{"x":150,"y":441,"width":729,"height":12}},{"id":"a775e621-32af-4fa2-a670-287c5ebf2084","block_type":"box","text":"default on an ordinal scale. In addition, for financial obligations in corporate finance, a measure of recovery","page_number":95,"box":{"x":116,"y":457,"width":727,"height":11}},{"id":"569dde87-5613-48e3-9bc8-09649f739745","block_type":"box","text":"given default on that liability is also included in the rating assessment. This notably applies to covered bonds","page_number":95,"box":{"x":116,"y":472,"width":734,"height":12}},{"id":"9de82f33-8c84-498f-abbf-41f81919a649","block_type":"box","text":"ratings, which incorporate both an indication of the probability of default and of the recovery given a default of","page_number":95,"box":{"x":116,"y":488,"width":751,"height":11}},{"id":"0e8cc4f7-a34e-40ae-905c-ea454d4b88b1","block_type":"box","text":"this debt instrument. On the contrary, Ratings of debtor-in-possession (“DIP”) obligations incorporate the","page_number":95,"box":{"x":116,"y":503,"width":712,"height":12}},{"id":"e1d32158-02d0-4675-af46-3570770009ac","block_type":"box","text":"expectation of full repayment.","page_number":95,"box":{"x":116,"y":519,"width":202,"height":11}},{"id":"741c1260-cce2-4109-906c-09a5a024bae7","block_type":"box","text":"The relationship between the issuer scale and obligation scale assumes a generic historical average recovery.","page_number":95,"box":{"x":150,"y":553,"width":731,"height":11}},{"id":"76722616-a271-4383-bcde-f43ccfddcf2f","block_type":"box","text":"Individual obligations can be assigned ratings higher, lower, or the same as that entity’s issuer rating or issuer","page_number":95,"box":{"x":116,"y":568,"width":740,"height":12}},{"id":"8c2a043b-5b49-4aba-980c-3f48b402296e","block_type":"box","text":"default rating (“IDR”), based on their relative ranking, relative vulnerability to default or based on explicit","page_number":95,"box":{"x":116,"y":584,"width":718,"height":11}},{"id":"4e1dfbd3-f55e-4442-bb86-70e94cb4fd31","block_type":"box","text":"Recovery Ratings.","page_number":95,"box":{"x":116,"y":599,"width":123,"height":12}},{"id":"7b10705e-590d-4094-9e34-17773688b283","block_type":"box","text":"As a result, individual obligations of entities, such as corporations, are assigned ratings higher, lower, or the","page_number":95,"box":{"x":150,"y":633,"width":727,"height":12}},{"id":"bf649117-18e7-49da-91a5-314c677b6c70","block_type":"box","text":"same as that entity’s issuer rating or IDR, except DIP obligation ratings that are not based off an IDR. At the","page_number":95,"box":{"x":117,"y":649,"width":731,"height":11}},{"id":"0c10e856-4702-4d37-b011-989fc88c1a39","block_type":"box","text":"lower end of the ratings scale, Fitch publishes explicit Recovery Ratings in many cases to complement issuer and","page_number":95,"box":{"x":116,"y":664,"width":764,"height":12}},{"id":"07f661bc-e816-4bdf-a2b0-86cb1c6d6169","block_type":"box","text":"obligation ratings.","page_number":95,"box":{"x":116,"y":680,"width":121,"height":11}},{"id":"953098a1-6bfb-4d38-a9c6-e9d51263264f","block_type":"box","text":"Fitch long-term obligations rating scales are as follows:","page_number":95,"box":{"x":150,"y":714,"width":373,"height":12}},{"id":"16aca667-9c53-40a2-ab6b-b0902b01c5f8","block_type":"box","text":"AAA Highest Credit Quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned","page_number":95,"box":{"x":116,"y":739,"width":755,"height":11}},{"id":"8177271a-8485-43a6-ae97-071a50bcb813","block_type":"box","text":"only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is","page_number":95,"box":{"x":187,"y":754,"width":684,"height":12}},{"id":"7129dfa1-dd6b-4f11-83f1-7a15f7fb3ed9","block_type":"box","text":"highly unlikely to be adversely affected by foreseeable events.","page_number":95,"box":{"x":187,"y":770,"width":419,"height":11}},{"id":"80c541c8-ca94-4e7b-af00-fb9681ce9d95","block_type":"box","text":"AA Very High Credit Quality. ‘AA’ ratings denote expectations of very low credit risk. They indicate very","page_number":95,"box":{"x":116,"y":793,"width":763,"height":12}},{"id":"873f577e-2914-4a57-8551-4bd817a1f078","block_type":"box","text":"strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to","page_number":95,"box":{"x":187,"y":809,"width":687,"height":11}},{"id":"80b0b42d-408f-40c3-85ce-8eb1098a6740","block_type":"box","text":"foreseeable events.","page_number":95,"box":{"x":187,"y":824,"width":126,"height":9}},{"id":"7339c4a6-3eb6-4081-b8a9-c0630a583b44","block_type":"box","text":"A High Credit Quality. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of","page_number":95,"box":{"x":116,"y":847,"width":745,"height":12}},{"id":"dc5a0893-eef2-4543-a8fa-981241e11ae4","block_type":"box","text":"financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to","page_number":95,"box":{"x":187,"y":863,"width":673,"height":11}},{"id":"02330c43-c646-4bfb-a5bb-712c189e50be","block_type":"box","text":"adverse business or economic conditions than is the case for higher ratings.","page_number":95,"box":{"x":187,"y":878,"width":506,"height":12}},{"id":"d6fea9f0-bbbd-4488-a0e0-1a6cfe272eba","block_type":"box","text":"A-8","page_number":95,"box":{"x":487,"y":909,"width":25,"height":9}},{"id":"9e4557e4-650b-4d89-beb8-628c22915c0e","block_type":"box","text":"NM1026U-5982768-95/119","page_number":95,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"cf3fed83-6e88-4b1d-a5d8-251e48803996","block_type":"box","text":"BBB Good Credit Quality. ‘BBB’ ratings indicate that expectations of credit risk are currently low. The","page_number":96,"box":{"x":116,"y":95,"width":732,"height":12}},{"id":"a018303d-98c4-4d7f-99f0-66646f143f69","block_type":"box","text":"capacity for payment of financial commitments is considered adequate, but adverse business or","page_number":96,"box":{"x":187,"y":111,"width":642,"height":11}},{"id":"7da8d70e-93f8-45e6-a6e3-2c79eef8dd62","block_type":"box","text":"economic conditions are more likely to impair this capacity.","page_number":96,"box":{"x":187,"y":126,"width":403,"height":12}},{"id":"aa6bc4ad-c0b7-457c-971d-fc2de48d305c","block_type":"box","text":"BB Speculative. ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of","page_number":96,"box":{"x":116,"y":150,"width":748,"height":11}},{"id":"0bdc5092-bd1c-46c9-91fa-ad314236c72b","block_type":"box","text":"adverse changes in business or economic conditions over time; however, business or financial","page_number":96,"box":{"x":187,"y":165,"width":633,"height":12}},{"id":"668e9514-d818-4cf2-9acc-89fb6dcacba7","block_type":"box","text":"alternatives may be available to allow financial commitments to be met.","page_number":96,"box":{"x":187,"y":181,"width":484,"height":11}},{"id":"4d900f1f-74fb-466c-a405-89326fbe81a9","block_type":"box","text":"B Highly Speculative. ‘B’ ratings indicate that material credit risk is present.","page_number":96,"box":{"x":116,"y":204,"width":572,"height":11}},{"id":"d6ef847b-2514-43cf-b7d3-d3a153f4fa96","block_type":"box","text":"CCC Substantial Credit Risk. ‘CCC’ ratings indicate that substantial credit risk is present.","page_number":96,"box":{"x":116,"y":227,"width":638,"height":12}},{"id":"11bee2cd-da91-4db4-8d5f-908f03ebcb99","block_type":"box","text":"CC Very High Levels of Credit Risk. ‘CC’ ratings indicate very high levels of credit risk.","page_number":96,"box":{"x":116,"y":250,"width":646,"height":12}},{"id":"b60bff9d-4fa3-42db-b7e6-414309915abf","block_type":"box","text":"C Exceptionally High Levels of Credit Risk. ‘C’ indicates exceptionally high levels of credit risk.","page_number":96,"box":{"x":116,"y":274,"width":712,"height":11}},{"id":"d93b4a4c-132c-4c44-9c5b-99900c0459b8","block_type":"box","text":"Within rating categories, Fitch may use modifiers. The modifiers “+” or “-” may be appended to a rating to","page_number":96,"box":{"x":149,"y":305,"width":722,"height":11}},{"id":"5d79efd1-56a4-423c-9389-8abca887e34e","block_type":"box","text":"denote relative status within major rating categories.","page_number":96,"box":{"x":116,"y":320,"width":352,"height":12}},{"id":"8ab25559-ddc6-4c76-ad8f-a387e50c5bb9","block_type":"box","text":"For example, the rating category ‘AA’ has three notch-specific rating levels (‘AA+’; ‘AA’; ‘AA–’; each a","page_number":96,"box":{"x":150,"y":351,"width":714,"height":12}},{"id":"4508ab93-f069-47a0-a7a5-960ecefaa4ec","block_type":"box","text":"rating level). Such suffixes are not added to ‘AAA’ ratings and ratings below the ‘CCC’ category. For the short","page_number":96,"box":{"x":116,"y":367,"width":755,"height":11}},{"id":"c558607a-c3ee-4fcb-86a0-3ec2f9246ffa","block_type":"box","text":"term rating category of ‘F1’, a ‘+’ may be appended.","page_number":96,"box":{"x":116,"y":382,"width":354,"height":12}},{"id":"d846bf5a-8520-482b-8737-8e23f5f434b8","block_type":"box","text":"Description of Fitch’s Short-Term Ratings Assigned to Issuers and Obligations","page_number":96,"box":{"x":116,"y":421,"width":565,"height":11}},{"id":"dc99a625-9897-4487-ab14-eee2c45d5d39","block_type":"box","text":"A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the","page_number":96,"box":{"x":150,"y":444,"width":723,"height":12}},{"id":"c4483a45-9060-45a7-93c0-4cf5d6a2a7f4","block_type":"box","text":"rated entity and relates to the capacity to meet financial obligations in accordance with the documentation","page_number":96,"box":{"x":116,"y":460,"width":713,"height":11}},{"id":"288b1944-cab3-40b4-b09e-b96f1d44cb6b","block_type":"box","text":"governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-term ratings","page_number":96,"box":{"x":116,"y":475,"width":766,"height":12}},{"id":"71b92a28-0e86-4e81-b496-b1ca293c3620","block_type":"box","text":"are assigned to obligations whose initial maturity is viewed as “short term” based on market convention.","page_number":96,"box":{"x":116,"y":491,"width":703,"height":11}},{"id":"12690573-2b64-4728-8cba-b722544c1294","block_type":"box","text":"Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months","page_number":96,"box":{"x":116,"y":506,"width":748,"height":12}},{"id":"fa5a2106-494e-491f-9067-a6ae6428da0d","block_type":"box","text":"for obligations in U.S. public finance markets.","page_number":96,"box":{"x":116,"y":522,"width":311,"height":11}},{"id":"1867aba4-2e32-4e96-970c-814c634ec05c","block_type":"box","text":"Fitch short-term ratings are as follows:","page_number":96,"box":{"x":150,"y":553,"width":260,"height":11}},{"id":"b61ba285-2a16-42f4-8297-2030ac001b1f","block_type":"box","text":"F1 Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment of","page_number":96,"box":{"x":116,"y":584,"width":739,"height":11}},{"id":"dedf6b93-d91a-43bd-a23e-7dd6d0b89fc5","block_type":"box","text":"financial commitments; may have an added “+” to denote any exceptionally strong credit feature.","page_number":96,"box":{"x":187,"y":599,"width":654,"height":12}},{"id":"21bd4033-4cab-4311-8209-51bd90cb66b9","block_type":"box","text":"F2 Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial","page_number":96,"box":{"x":116,"y":622,"width":672,"height":12}},{"id":"cabc357e-10ee-484a-94e0-050fe96590f6","block_type":"box","text":"commitments.","page_number":96,"box":{"x":187,"y":638,"width":94,"height":9}},{"id":"ae2d339f-8646-4f56-9cb6-86a02c489357","block_type":"box","text":"F3 Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments is","page_number":96,"box":{"x":116,"y":661,"width":762,"height":12}},{"id":"7714dc46-c09f-4236-a234-09b328cb6958","block_type":"box","text":"adequate.","page_number":96,"box":{"x":187,"y":677,"width":62,"height":11}},{"id":"1debbe9f-5ebb-48c9-9b74-92911fd66fa5","block_type":"box","text":"B Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial","page_number":96,"box":{"x":116,"y":700,"width":675,"height":12}},{"id":"894aabe5-07dd-4f1b-bf94-7524b9a78a1b","block_type":"box","text":"commitments, plus heightened vulnerability to near term adverse changes in financial and economic","page_number":96,"box":{"x":187,"y":715,"width":675,"height":12}},{"id":"68dd0000-b60d-41ba-887b-167d73da6801","block_type":"box","text":"conditions.","page_number":96,"box":{"x":187,"y":731,"width":73,"height":9}},{"id":"04a4c252-7997-48e7-a7ed-66c2ca991416","block_type":"box","text":"C High Short-Term Default Risk. Default is a real possibility.","page_number":96,"box":{"x":116,"y":754,"width":470,"height":12}},{"id":"e0cb6673-ea6d-4ecd-8da6-637810fa35f7","block_type":"box","text":"RD Restricted Default. 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Indicates a broad-based default event for an entity, or the default of a short-term obligation.","page_number":96,"box":{"x":116,"y":816,"width":746,"height":12}},{"id":"4459575d-5c09-4691-a305-8aaa09c03946","block_type":"box","text":"A-9","page_number":96,"box":{"x":487,"y":909,"width":25,"height":9}},{"id":"6af5c9e3-c39c-4634-9f4c-3a0b50cd0f33","block_type":"box","text":"NM1026U-5982768-96/119","page_number":96,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"00b81c5b-3d21-46e9-8646-ad271714268f","block_type":"box","text":"APPENDIX B","page_number":97,"box":{"x":781,"y":87,"width":102,"height":10}},{"id":"13c15ebd-d8c4-4d95-8ec6-4effca645e04","block_type":"box","text":"Closed-End Fund Proxy Voting Policy","page_number":97,"box":{"x":363,"y":115,"width":274,"height":12}},{"id":"00744ff3-0149-4f23-aa12-c9ffb28732b7","block_type":"box","text":"January 1, 2025","page_number":97,"box":{"x":442,"y":130,"width":114,"height":12}},{"id":"d56c563e-1855-495f-9f3a-873f4252b958","block_type":"box","text":"Effective Date: January 1, 2025","page_number":97,"box":{"x":116,"y":318,"width":213,"height":12}},{"id":"9b976f41-ffaa-4e2e-ac88-644bdfccb4e4","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":97,"box":{"x":116,"y":348,"width":500,"height":12}},{"id":"b4273ba3-fb64-458c-90e1-ff59b96d996d","block_type":"box","text":"‘","page_number":97,"box":{"x":116,"y":377,"width":16,"height":12}},{"id":"24e3a63f-3759-44eb-9646-328afe002c2a","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded 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Funds","page_number":97,"box":{"x":137,"y":468,"width":124,"height":9}},{"id":"39743de3-f9ff-43db-a14f-29028bfce7b5","block_type":"box","text":"‘","page_number":97,"box":{"x":116,"y":497,"width":16,"height":12}},{"id":"0aa05af4-f4d5-40b1-90dc-20f746a6e700","block_type":"box","text":"Other","page_number":97,"box":{"x":137,"y":498,"width":38,"height":9}},{"id":"aa1defb1-ba21-41ca-901c-61c1a7014a37","block_type":"box","text":"Objective and Scope","page_number":97,"box":{"x":116,"y":549,"width":146,"height":12}},{"id":"2bcf77ec-bd4f-4b5b-812f-5233bf435943","block_type":"box","text":"Set forth below is the Closed-End Fund Proxy Voting Policy.","page_number":97,"box":{"x":116,"y":572,"width":412,"height":12}},{"id":"0deacdde-28b8-40ee-aa29-612274cac23a","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":97,"box":{"x":116,"y":609,"width":351,"height":12}},{"id":"854e1494-d773-481e-9e38-204b49f5a90c","block_type":"box","text":"The Boards of Trustees/Directors (the “Directors”) of the closed-end funds advised by BlackRock Advisors, LLC","page_number":97,"box":{"x":116,"y":632,"width":767,"height":12}},{"id":"8a08989e-9c1b-4218-9145-a75e6931bbfd","block_type":"box","text":"(“BlackRock”), (the “Funds”) have the responsibility for the oversight of voting proxies relating to portfolio","page_number":97,"box":{"x":116,"y":647,"width":767,"height":12}},{"id":"89394a63-95e0-4571-827a-b5b9f2481c65","block_type":"box","text":"securities of the Funds, and have determined that it is in the best interests of the Funds and their shareholders to","page_number":97,"box":{"x":117,"y":663,"width":766,"height":11}},{"id":"f6037ac0-887c-4d24-a8a1-71180d8df467","block_type":"box","text":"delegate that responsibility to BlackRock as part of BlackRock’s authority to manage, acquire and dispose of","page_number":97,"box":{"x":116,"y":678,"width":768,"height":12}},{"id":"3b095c43-27ec-496c-8fb4-c57125684cbf","block_type":"box","text":"account assets, all as contemplated by the Funds’ respective investment management agreements.","page_number":97,"box":{"x":116,"y":694,"width":657,"height":12}},{"id":"264869b6-578a-4901-921b-cec10ba05d60","block_type":"box","text":"BlackRock has adopted the “BlackRock Active Investment Stewardship Global Engagement and Voting","page_number":97,"box":{"x":116,"y":724,"width":767,"height":12}},{"id":"abbd3779-7420-4476-a94f-53ed23ca9890","block_type":"box","text":"Guidelines (as from time to time amended, the “Guidelines”) governing proxy voting by accounts managed by","page_number":97,"box":{"x":116,"y":739,"width":767,"height":12}},{"id":"c1f0f1a5-7cf7-430e-9c06-a2a7672f7200","block_type":"box","text":"BlackRock.","page_number":97,"box":{"x":116,"y":755,"width":78,"height":9}},{"id":"1164314d-1d59-4506-b517-55016f80edb6","block_type":"box","text":"BlackRock will cast votes on behalf of each of the Funds covered by this policy on specific proxy issues in","page_number":97,"box":{"x":116,"y":785,"width":767,"height":11}},{"id":"00d62247-e1eb-4bac-8020-51f9bf2ee899","block_type":"box","text":"respect of securities held by each such Fund (or may refrain from voting) in accordance with the Guidelines;","page_number":97,"box":{"x":116,"y":800,"width":766,"height":12}},{"id":"f4492adb-e144-48d6-a2e0-5aed0ab6c3e2","block_type":"box","text":"provided, however, that in the case of underlying closed-end funds (including business development companies","page_number":97,"box":{"x":116,"y":816,"width":767,"height":11}},{"id":"f39b58a4-a4da-4898-ad62-79d35590f20c","block_type":"box","text":"and other similarly-situated asset pools) held by the Funds that have, or are proposing to adopt, a classified board","page_number":97,"box":{"x":116,"y":831,"width":767,"height":12}},{"id":"f744ff64-e93c-4bb6-b26d-f22fd9ab2ebe","block_type":"box","text":"structure, BlackRock will typically (a) vote in favor of proposals to adopt classification and against proposals to","page_number":97,"box":{"x":117,"y":847,"width":766,"height":11}},{"id":"33a6fdc6-91a7-4d96-b52c-278e566f8f34","block_type":"box","text":"eliminate classification, and (b) not vote against directors as a result of their adoption of a classified board","page_number":97,"box":{"x":116,"y":862,"width":767,"height":12}},{"id":"2f82120e-6511-4e61-b479-5ba715492eeb","block_type":"box","text":"structure.","page_number":97,"box":{"x":117,"y":879,"width":61,"height":8}},{"id":"40df6e88-b7a7-431b-ad5d-e79db5d4053b","block_type":"box","text":"B-1","page_number":97,"box":{"x":487,"y":909,"width":23,"height":9}},{"id":"20dd3f40-0a71-45e6-9da4-c562dab03c23","block_type":"box","text":"NM1026U-5982768-97/119","page_number":97,"box":{"x":757,"y":969,"width":151,"height":7}},{"id":"1ebe60a0-b586-436d-baa0-29b661754895","block_type":"box","text":"Conflicts Management","page_number":98,"box":{"x":116,"y":87,"width":163,"height":12}},{"id":"d13f91f0-36bc-4f4e-befd-10e86fa449a2","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent","page_number":98,"box":{"x":116,"y":111,"width":767,"height":11}},{"id":"06e8d37b-3a67-4edd-8e24-96e4a7a71bfe","block_type":"box","text":"undue influence on BlackRock’s proxy voting activity and to mitigate material conflicts of interest in the exercise","page_number":98,"box":{"x":116,"y":126,"width":767,"height":12}},{"id":"40549e01-9ee2-48d3-bf87-6068958c2149","block_type":"box","text":"of proxy voting responsibilities. Potential material conflicts, and the resultant potential for undue influence,","page_number":98,"box":{"x":116,"y":142,"width":766,"height":11}},{"id":"de4e42a5-45bc-4257-b1ce-19a57bf549c4","block_type":"box","text":"might be due to a relationship between the investee company (or any shareholder proponent or dissident","page_number":98,"box":{"x":116,"y":157,"width":767,"height":12}},{"id":"ed81b522-84e1-4c30-9ccf-92df23fc9ab6","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates or employees, or a Fund or a Fund’s affiliates. BlackRock","page_number":98,"box":{"x":117,"y":173,"width":766,"height":11}},{"id":"cced26ad-0153-410c-a7a3-4749d5ff94db","block_type":"box","text":"has taken certain steps to mitigate potential conflicts, which are outlined in detail in the Guidelines. In mitigating","page_number":98,"box":{"x":116,"y":188,"width":767,"height":12}},{"id":"a8e1d518-90f3-472d-9ae3-68eb3409ec65","block_type":"box","text":"conflicts, BAIS will adhere to the Guidelines.","page_number":98,"box":{"x":116,"y":204,"width":307,"height":10}},{"id":"5dcb4268-f169-47f2-bbae-d6743e968259","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":98,"box":{"x":116,"y":235,"width":767,"height":11}},{"id":"8845733a-da54-4b1e-825d-df4920215f15","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":98,"box":{"x":116,"y":250,"width":767,"height":12}},{"id":"2482f2be-2a86-49d7-aa63-b5f15ca0456d","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":98,"box":{"x":116,"y":266,"width":438,"height":11}},{"id":"be8d0f75-32d6-42df-a363-68490b180d61","block_type":"box","text":"With respect to the relationship between securities lending and proxy voting, shares on loan cannot be voted and","page_number":98,"box":{"x":116,"y":297,"width":767,"height":12}},{"id":"4c24995c-44e2-4f44-9e52-166ad35ed581","block_type":"box","text":"BlackRock may determine to recall them for voting, as guided by BlackRock’s fiduciary responsibility to act in","page_number":98,"box":{"x":116,"y":312,"width":767,"height":12}},{"id":"0d40f3da-b89e-4c17-b4f8-a54bdc4ff0d0","block_type":"box","text":"clients’ financial interests. The Guidelines set forth BlackRock’s approach to recalling securities on loan in","page_number":98,"box":{"x":116,"y":328,"width":767,"height":12}},{"id":"616b0d81-44d7-471d-8a84-685ec70263f0","block_type":"box","text":"connection with proxy voting.","page_number":98,"box":{"x":116,"y":343,"width":202,"height":12}},{"id":"5448a300-588f-41bf-8e2e-d203e6520156","block_type":"box","text":"Reports to the Board","page_number":98,"box":{"x":116,"y":382,"width":150,"height":12}},{"id":"303e7921-e594-4b7a-bb05-3acf3dd1cf89","block_type":"box","text":"BlackRock will report on an annual basis to the Directors on (1) a summary of the proxy voting process as","page_number":98,"box":{"x":116,"y":405,"width":767,"height":12}},{"id":"96ef31e9-cecb-400e-8329-d8cdf4896d0b","block_type":"box","text":"applicable to the Funds covered by this Policy in the preceding year together with a representation that all 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The team is responsible for establishing voting guidelines for the active equity platform, providing","page_number":100,"box":{"x":116,"y":734,"width":767,"height":11}},{"id":"eba855f8-475e-4bd4-9df2-c8cdc256a4d2","block_type":"box","text":"vote recommendations and operationalizing voting decisions. The guidance informs the voting recommendations","page_number":100,"box":{"x":116,"y":749,"width":766,"height":12}},{"id":"b2b5632d-3f98-4259-8cd1-9fcf500db46a","block_type":"box","text":"BAIS makes to BlackRock’s active portfolio managers. 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There are separate, independently developed principles and voting policies that are","page_number":101,"box":{"x":116,"y":150,"width":767,"height":11}},{"id":"4cdae65f-4756-465a-a721-217130556f72","block_type":"box","text":"applied to BlackRock’s index equity investments by a distinct and independent function, BlackRock Investment","page_number":101,"box":{"x":116,"y":165,"width":767,"height":12}},{"id":"9480e7c4-9f47-4e3d-8053-ba6ed222978f","block_type":"box","text":"Stewardship.","page_number":101,"box":{"x":116,"y":181,"width":86,"height":11}},{"id":"4ca3fb4f-4850-4d09-8e69-1febc382fa46","block_type":"box","text":"Introduction to BlackRock","page_number":101,"box":{"x":116,"y":209,"width":308,"height":14}},{"id":"719a556c-40d8-4f9d-aa0e-57cd71dd01f6","block_type":"box","text":"BlackRock’s mission is to help more people invest better. The money BlackRock manages is not its own – it","page_number":101,"box":{"x":116,"y":243,"width":767,"height":11}},{"id":"e297dfe5-9a53-453e-93ac-3502f6ae41d5","block_type":"box","text":"belongs to BlackRock’s clients, many of whom make their own asset allocation and portfolio construction","page_number":101,"box":{"x":116,"y":258,"width":767,"height":12}},{"id":"e13b933f-88d1-4ad8-a7b6-599733d1b9dc","block_type":"box","text":"decisions. As a fiduciary, BlackRock invests on clients’ behalf to help them meet their investment objectives.","page_number":101,"box":{"x":116,"y":274,"width":766,"height":11}},{"id":"f9ac382b-1f40-404b-ae4e-3aa627101214","block_type":"box","text":"The firm does this by understanding clients’ long-term investment objectives and offering choice on how and","page_number":101,"box":{"x":116,"y":289,"width":767,"height":12}},{"id":"1c994df3-31a7-402e-a813-c5b9c41b03ca","block_type":"box","text":"where they wish to invest their money. BlackRock then helps clients seek the best risk-adjusted returns based on","page_number":101,"box":{"x":116,"y":305,"width":767,"height":11}},{"id":"2754d591-9df4-46f9-a6a0-467791f03e08","block_type":"box","text":"those choices, underpinning this work with research, data and analytics.","page_number":101,"box":{"x":116,"y":320,"width":483,"height":12}},{"id":"9c9a9d12-d521-4066-ad21-5b835b4c47f0","block_type":"box","text":"At BlackRock, investment stewardship is core to our role as an asset manager and a fiduciary to our clients. 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BAIS is also responsible for engagement with issuers in index fixed income strategies, where","page_number":101,"box":{"x":116,"y":506,"width":767,"height":12}},{"id":"de5e1f35-f653-4a8b-bb27-7b5c1faa9e9f","block_type":"box","text":"appropriate. Our activities are informed by these Global Engagement and Voting Guidelines (the “Guidelines”)","page_number":101,"box":{"x":116,"y":522,"width":766,"height":11}},{"id":"97be8560-c5b1-4816-adb1-395f10d1c1f9","block_type":"box","text":"and insights from active investment analysts and portfolio managers, with whom we work closely in engaging","page_number":101,"box":{"x":116,"y":537,"width":767,"height":12}},{"id":"e7abee49-df1c-4325-a9e6-4108338218aa","block_type":"box","text":"companies and voting at shareholder meetings.","page_number":101,"box":{"x":116,"y":553,"width":315,"height":11}},{"id":"b2bee4bd-da56-42ca-94f1-7062964b052f","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active","page_number":101,"box":{"x":116,"y":584,"width":767,"height":11}},{"id":"bf7a7040-f1d6-44ec-b8e0-f07a745347af","block_type":"box","text":"investing.","page_number":101,"box":{"x":116,"y":599,"width":64,"height":12}},{"id":"6bc492ba-99de-4004-81e7-2ecf39943135","block_type":"box","text":"3","page_number":101,"box":{"x":182,"y":599,"width":4,"height":6}},{"id":"eb9ae823-40e9-4fad-81d0-15544aa81c08","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how","page_number":101,"box":{"x":194,"y":599,"width":689,"height":12}},{"id":"036a9931-7eda-4819-b104-5879137d496a","block_type":"box","text":"they manage risks and opportunities to deliver durable, risk-adjusted financial returns. Portfolio managers and","page_number":101,"box":{"x":116,"y":615,"width":767,"height":11}},{"id":"7684d239-c02e-4a1c-8fef-ab6259e2f95b","block_type":"box","text":"stewardship specialists may engage jointly or independently on material corporate governance matters. Our","page_number":101,"box":{"x":117,"y":630,"width":766,"height":12}},{"id":"b78252f8-9d24-4ad6-81e1-7f75eff94903","block_type":"box","text":"discussions focus on topics relevant to a company’s success over time, including governance and leadership,","page_number":101,"box":{"x":116,"y":646,"width":766,"height":11}},{"id":"f83fded0-0d94-4c11-8f28-10a84415dbe1","block_type":"box","text":"corporate strategy, capital structure and financial performance, operations and material sustainability-related","page_number":101,"box":{"x":116,"y":661,"width":767,"height":12}},{"id":"57d8df03-de3c-4968-a72f-49e973f84946","block_type":"box","text":"risks, as well as macro-economic, geopolitical and sector dynamics. We aim to be constructive investors and are","page_number":101,"box":{"x":116,"y":677,"width":767,"height":11}},{"id":"2b7532fb-b443-4618-a2a8-35c0f44938c4","block_type":"box","text":"generally supportive of management teams that have a track record of financial value creation. We aim to build","page_number":101,"box":{"x":116,"y":692,"width":767,"height":12}},{"id":"447fbf55-2525-4806-820c-7c5858b35041","block_type":"box","text":"and maintain strong relationships with company leadership based on open dialogue and mutual respect.","page_number":101,"box":{"x":116,"y":708,"width":695,"height":11}},{"id":"5a0ad2b0-a3a2-4407-9a3b-51294b852f6e","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude","page_number":101,"box":{"x":116,"y":739,"width":767,"height":11}},{"id":"ea2e5877-67fd-45bd-bbec-0cc028f40e89","block_type":"box","text":"each portfolio manager has to make independent voting decisions on their holdings. For example, BAIS will","page_number":101,"box":{"x":116,"y":754,"width":767,"height":12}},{"id":"9c0cbd96-3d51-433a-abbe-af6cff02afe9","block_type":"box","text":"generally vote the holdings in Systematic Active Equity portfolios in accordance with these guidelines. We","page_number":101,"box":{"x":116,"y":770,"width":767,"height":11}},{"id":"4f5a6187-2750-4460-b4ea-6ff492b75061","block_type":"box","text":"provide voting recommendations to fundamental equity portfolio managers, who may determine to vote","page_number":101,"box":{"x":116,"y":785,"width":767,"height":12}},{"id":"abebee39-e7ae-46b4-a65c-e30b647e44d2","block_type":"box","text":"differently based on each portfolio’s investment objectives and strategy.","page_number":101,"box":{"x":116,"y":801,"width":485,"height":11}},{"id":"997cfc5d-b33c-4233-81fc-03285ae08ff4","block_type":"box","text":"3","page_number":101,"box":{"x":116,"y":854,"width":3,"height":5}},{"id":"4dc14b99-cffa-4af2-9865-6abc68bdb485","block_type":"box","text":"On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their","page_number":101,"box":{"x":124,"y":854,"width":759,"height":10}},{"id":"b5f35b8b-6966-40ec-99b2-a674f4ee2dc4","block_type":"box","text":"eligibility to report their beneficial ownership under Schedule 13G of the Exchange Act. We comply fully with these requirements and do not","page_number":101,"box":{"x":116,"y":867,"width":767,"height":9}},{"id":"ab4b428b-1f22-4057-a218-0b2451bd2a22","block_type":"box","text":"engage with portfolio companies for the purpose, or with the effect, of changing or influencing control of the company.","page_number":101,"box":{"x":116,"y":880,"width":641,"height":9}},{"id":"64f30b27-4df7-4a05-8019-2c4843fb362b","block_type":"box","text":"B-5","page_number":101,"box":{"x":487,"y":909,"width":24,"height":9}},{"id":"47862e07-d08c-4fc3-8380-83a18afdb79f","block_type":"box","text":"NM1026U-5982768-101/119","page_number":101,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"6c335c35-3cdd-4293-8375-bd253cf5f633","block_type":"box","text":"These guidelines discuss BAIS’ views on corporate governance topics on which we may engage with","page_number":102,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"ed14888b-5d8e-463f-a0df-e412861b33fb","block_type":"box","text":"management teams and board directors","page_number":102,"box":{"x":116,"y":103,"width":266,"height":12}},{"id":"de0c84a2-4a97-4015-a4fd-082cc91493fb","block_type":"box","text":"4","page_number":102,"box":{"x":383,"y":103,"width":5,"height":6}},{"id":"3b4bf5b1-b81b-41de-9741-9352cfc95d61","block_type":"box","text":"and on matters that routinely come to a shareholder vote. We recognize","page_number":102,"box":{"x":394,"y":103,"width":489,"height":12}},{"id":"28390be3-cab6-4dbb-93cb-e205d9d1ff8e","block_type":"box","text":"that accepted corporate governance norms can differ across markets, and believe these guidelines represent","page_number":102,"box":{"x":116,"y":119,"width":767,"height":11}},{"id":"faab62c5-07d6-4557-a638-1b626ebe5fa8","block_type":"box","text":"globally applicable elements of governance that support a company’s ability to manage material risks and","page_number":102,"box":{"x":116,"y":134,"width":767,"height":12}},{"id":"222a457a-e545-46f4-8f2f-5a2d1b2fdf9b","block_type":"box","text":"opportunities and deliver financial returns to investors. Generally, we believe companies should observe accepted","page_number":102,"box":{"x":116,"y":150,"width":767,"height":11}},{"id":"33a3ca14-6633-43d6-bd31-4c6a70686df2","block_type":"box","text":"corporate governance norms within their local markets or, particularly in markets without well-established","page_number":102,"box":{"x":116,"y":165,"width":767,"height":12}},{"id":"26a80717-a169-4bad-897f-4b9110029fdc","block_type":"box","text":"norms, aspire to widely recognized international best practices. As one of many minority shareholders,","page_number":102,"box":{"x":116,"y":181,"width":766,"height":11}},{"id":"b6e742a3-1eba-4db5-ae2e-e45fe070a7c8","block_type":"box","text":"BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. We look to","page_number":102,"box":{"x":116,"y":196,"width":767,"height":12}},{"id":"d7a9ffd0-9788-4c64-b221-cbb2fab5d304","block_type":"box","text":"companies to provide disclosures that explain how their approach to corporate governance best aligns with the","page_number":102,"box":{"x":116,"y":212,"width":767,"height":11}},{"id":"4d1c0e52-4a9b-4a19-aeeb-c8af970194c4","block_type":"box","text":"financial interests of their investors.","page_number":102,"box":{"x":116,"y":227,"width":241,"height":9}},{"id":"57375e1d-ccea-49c9-aa06-7a15e4fcca55","block_type":"box","text":"Our approach to stewardship within active equities","page_number":102,"box":{"x":117,"y":256,"width":586,"height":19}},{"id":"0c0a33d0-3b73-4299-a00b-ca53ca0ae0e7","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate","page_number":102,"box":{"x":116,"y":291,"width":767,"height":12}},{"id":"399cf8ad-3c3d-4788-bafa-52c1abf18908","block_type":"box","text":"governance. The voting rights attached to clients’ holdings are an important mechanism for investors to express","page_number":102,"box":{"x":116,"y":307,"width":767,"height":11}},{"id":"06c53042-4641-4c76-97e2-26b0d0cb3845","block_type":"box","text":"support for, or concern about, a company’s performance. As a fiduciary, BlackRock is legally required to make","page_number":102,"box":{"x":117,"y":322,"width":766,"height":12}},{"id":"56d04dbf-f27a-4626-9a17-af9e035f22f9","block_type":"box","text":"proxy voting determinations, on behalf of clients who have delegated voting authority to us, in a manner","page_number":102,"box":{"x":116,"y":338,"width":767,"height":11}},{"id":"5e91d16c-9b3c-4776-a714-a97cae0c3765","block_type":"box","text":"consistent with BlackRock’s contractual arrangements with clients and funds.","page_number":102,"box":{"x":116,"y":353,"width":523,"height":12}},{"id":"2c6c6fee-6b6b-4616-a766-bf9df47e9e24","block_type":"box","text":"In general, we tend to support the recommendations of the board of directors and management. As indicated","page_number":102,"box":{"x":116,"y":386,"width":767,"height":11}},{"id":"010fd11c-90cc-4fa7-891e-cd2dba8324e1","block_type":"box","text":"below, we may vote against management recommendations when we have concerns about how companies are","page_number":102,"box":{"x":116,"y":401,"width":767,"height":12}},{"id":"b8808ee7-33cb-4893-b360-2d36094e6d34","block_type":"box","text":"serving the financial interests of our clients as their shareholders. BAIS takes a globally consistent approach to","page_number":102,"box":{"x":117,"y":417,"width":766,"height":11}},{"id":"8b0a0162-2fc8-4db1-a42e-60576659bede","block_type":"box","text":"voting but considers the different corporate governance regulations and norms across markets. Votes are","page_number":102,"box":{"x":116,"y":432,"width":767,"height":12}},{"id":"6f0c9a92-5769-4b7d-add5-4ae90263c692","block_type":"box","text":"determined on a case-by-case basis, in the context of a company’s situation and the investment mandate we have","page_number":102,"box":{"x":116,"y":448,"width":767,"height":11}},{"id":"0c276669-bcc0-4c33-b034-07f2fe2ec600","block_type":"box","text":"from clients. Please see page 19 for more information about how we fulfill and oversee our investment","page_number":102,"box":{"x":116,"y":463,"width":767,"height":12}},{"id":"7a6a1198-2136-4338-978d-2d8b18f201bd","block_type":"box","text":"stewardship responsibilities for BlackRock’s non-index equity strategies.","page_number":102,"box":{"x":117,"y":479,"width":491,"height":11}},{"id":"8aefcc57-d932-4b7d-bf7b-f3c00e58c587","block_type":"box","text":"5","page_number":102,"box":{"x":609,"y":478,"width":5,"height":6}},{"id":"a425368a-d12a-4167-940c-bb03aab9f1a8","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":102,"box":{"x":117,"y":508,"width":570,"height":18}},{"id":"fcd514f0-64c6-4cc1-b33c-dc4d51161d4d","block_type":"box","text":"Although fixed income investors do not have the right to vote at shareholder meetings, issuer engagement is a","page_number":102,"box":{"x":116,"y":543,"width":767,"height":12}},{"id":"a5f49186-e64e-45f3-9896-6e5d5aecb540","block_type":"box","text":"component of fixed income investment strategies at BlackRock, particularly for those with sustainability","page_number":102,"box":{"x":116,"y":558,"width":767,"height":12}},{"id":"8a63ba7d-8e54-48cd-9650-77c672c5b553","block_type":"box","text":"objectives in addition to financial objectives. Most corporate governance-related fixed income engagements are","page_number":102,"box":{"x":116,"y":574,"width":767,"height":12}},{"id":"709395b2-f5ee-411e-bfe1-e029075c3ef2","block_type":"box","text":"undertaken in conjunction with the active investment stewardship team, and often active equity investors. In","page_number":102,"box":{"x":116,"y":589,"width":767,"height":12}},{"id":"1aca5af4-d26e-41d0-87f9-087a3342057a","block_type":"box","text":"addition to the topics listed below, engagement with fixed income investment teams may help inform an issuer’s","page_number":102,"box":{"x":116,"y":605,"width":766,"height":12}},{"id":"1a19205d-77d3-4169-b5a1-3af556339756","block_type":"box","text":"approach to structuring specialist issuances and the standard terms and information in bond documentation.","page_number":102,"box":{"x":116,"y":620,"width":723,"height":12}},{"id":"1e48478c-fc09-47f5-831d-531364436ab4","block_type":"box","text":"Boards of Directors","page_number":102,"box":{"x":116,"y":650,"width":225,"height":14}},{"id":"b8ced0ff-244a-43ce-ac92-9773e5626b96","block_type":"box","text":"Roles and responsibilities","page_number":102,"box":{"x":116,"y":685,"width":218,"height":14}},{"id":"e907f7c6-78b3-4cea-b63d-0171dbb1f0ca","block_type":"box","text":"There is widespread consensus that the foundation of good corporate governance is an effective board of","page_number":102,"box":{"x":116,"y":717,"width":768,"height":11}},{"id":"1bbde1ba-d7a8-4de3-a964-77d9f19940c6","block_type":"box","text":"directors that is able to advise and supervise management in an independent and objective manner.","page_number":102,"box":{"x":116,"y":732,"width":664,"height":12}},{"id":"02b38cd1-c4db-41a8-8c8e-ca105131587e","block_type":"box","text":"6","page_number":102,"box":{"x":782,"y":732,"width":4,"height":6}},{"id":"9ff59cc6-2fbc-4abd-9b54-4bafa211e975","block_type":"box","text":"We look to the board of directors (hereafter the “board”) to have an oversight role in the establishment and","page_number":102,"box":{"x":116,"y":762,"width":767,"height":11}},{"id":"3858d8c4-789a-4785-8ff3-6c1b50f6ea9d","block_type":"box","text":"realization of a company’s strategy, purpose and culture. These constructs are interdependent and, when aligned,","page_number":102,"box":{"x":116,"y":777,"width":766,"height":12}},{"id":"724b8764-3786-4ef2-bd78-61d493fd02b2","block_type":"box","text":"4","page_number":102,"box":{"x":116,"y":802,"width":4,"height":5}},{"id":"624a324e-ea56-482a-b91f-2b7d6974a56c","block_type":"box","text":"References to the board, board directors or non-executive directors should be understood to include supervisory boards and their members,","page_number":102,"box":{"x":124,"y":802,"width":746,"height":10}},{"id":"b9f68a5b-b11e-4e8f-85f5-febd1a800bf1","block_type":"box","text":"where relevant.","page_number":102,"box":{"x":116,"y":815,"width":82,"height":7}},{"id":"c61a7379-1906-4c54-9ba8-bfe54f30d3f2","block_type":"box","text":"5","page_number":102,"box":{"x":116,"y":828,"width":3,"height":5}},{"id":"016e4efd-b56a-4e75-b7b7-306f0fa3cfb0","block_type":"box","text":"Non-index equity strategies include active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions","page_number":102,"box":{"x":125,"y":828,"width":758,"height":9}},{"id":"6d0d938b-cf3b-4b03-b023-3df45825b8fe","block_type":"box","text":"strategies, as well as holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting securities or","page_number":102,"box":{"x":116,"y":841,"width":767,"height":9}},{"id":"840d1277-259f-466c-8111-5c54d143286c","block_type":"box","text":"conduct issuer engagements.","page_number":102,"box":{"x":116,"y":854,"width":153,"height":9}},{"id":"423b8e71-fb5c-4607-83bb-dd2c46d80cad","block_type":"box","text":"6","page_number":102,"box":{"x":116,"y":867,"width":4,"height":4}},{"id":"13f5c1ed-8d23-44f0-a0ed-4076be2a63a3","block_type":"box","text":"See the Corporate Governance Codes of Germany, Japan, and the UK, as well as the corporate governance principles of the US Business","page_number":102,"box":{"x":125,"y":867,"width":758,"height":9}},{"id":"7c0b3f05-fead-4c99-a3a5-17adbcae8964","block_type":"box","text":"Roundtable as examples.","page_number":102,"box":{"x":116,"y":880,"width":133,"height":9}},{"id":"83d45393-2ea0-4b98-a615-a0d56c84012d","block_type":"box","text":"B-6","page_number":102,"box":{"x":487,"y":909,"width":25,"height":9}},{"id":"7cdf12f1-97e7-40a7-ad46-8c18ae7cb091","block_type":"box","text":"NM1026U-5982768-102/119","page_number":102,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"d6822bab-d7f9-4e0a-a261-f5fd3bf719d0","block_type":"box","text":"can better position a company to be resilient in the face of a changing business environment, help reduce the risks","page_number":103,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"ec2ed2b1-309f-4242-b34c-a34d5ad5cb15","block_type":"box","text":"of corporate or employee misconduct, and attract and retain the caliber of workers necessary to deliver financial","page_number":103,"box":{"x":116,"y":103,"width":767,"height":12}},{"id":"6debe4fe-7a4a-40dd-9af2-d68c98adb7fc","block_type":"box","text":"performance over time.","page_number":103,"box":{"x":116,"y":119,"width":156,"height":11}},{"id":"c5d9e6fb-15ba-4a70-aa28-17e6612bed3f","block_type":"box","text":"In overseeing the management of the company, the board ensures the necessary resources, policies and","page_number":103,"box":{"x":116,"y":146,"width":767,"height":12}},{"id":"aaaf274c-47e8-4b09-be2a-286f787124ca","block_type":"box","text":"procedures are in place to help management meet its strategic objectives within an agreed risk tolerance.","page_number":103,"box":{"x":116,"y":162,"width":703,"height":12}},{"id":"d64d919f-8678-4a7b-abfd-70ee559b562c","block_type":"box","text":"One of the most important responsibilities of the board is to appoint, and remove as necessary, the chief","page_number":103,"box":{"x":116,"y":190,"width":768,"height":11}},{"id":"6b0ee924-586f-493f-981e-1542b8c43396","block_type":"box","text":"executive officer (“CEO”). In addition, the board plays a meaningful role in monitoring the performance of the","page_number":103,"box":{"x":116,"y":205,"width":767,"height":12}},{"id":"e3f9a3cb-6ef8-4d2a-9f89-881d7614c3cb","block_type":"box","text":"CEO and other key executives, determining executive compensation, ensuring a rigorous audit, overseeing","page_number":103,"box":{"x":116,"y":221,"width":767,"height":11}},{"id":"9eb526ac-8939-4123-b11e-299971525ca0","block_type":"box","text":"strategy execution and risk management and engaging with shareholders, and other stakeholders, as necessary.","page_number":103,"box":{"x":117,"y":236,"width":744,"height":12}},{"id":"a3f11f7d-c397-4b9b-b095-7b3d471b431c","block_type":"box","text":"Composition and effectiveness","page_number":103,"box":{"x":117,"y":263,"width":258,"height":14}},{"id":"430054b3-27f5-465e-bf0e-f31ce07c08f0","block_type":"box","text":"Appointment process","page_number":103,"box":{"x":115,"y":290,"width":145,"height":12}},{"id":"327849a3-9180-4b1e-a2b3-73f9a04c0605","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the","page_number":103,"box":{"x":116,"y":316,"width":767,"height":12}},{"id":"9caaa8a3-ce04-4b1a-b242-2ef3680ac7c2","block_type":"box","text":"board is composed of directors with the appropriate mix of skills and experience. Generally, the board or a","page_number":103,"box":{"x":116,"y":332,"width":767,"height":11}},{"id":"1bc0b36e-1b28-4706-a684-94f54b0e25ae","block_type":"box","text":"sub-committee determines the general criteria given the company’s circumstances (e.g., sector, maturity,","page_number":103,"box":{"x":117,"y":347,"width":765,"height":12}},{"id":"9728a611-1bb3-4f59-bd3a-dc155884d18d","block_type":"box","text":"geographic footprint) and any additional criteria for a specific role being filled (e.g., financial expertise, industry","page_number":103,"box":{"x":116,"y":363,"width":767,"height":11}},{"id":"137b783f-2ff5-4e36-bd47-256fbf084ff1","block_type":"box","text":"track record). To inform the process, we encourage companies to review the skills and experience of incumbent","page_number":103,"box":{"x":116,"y":378,"width":767,"height":12}},{"id":"70b9e7de-4ce1-4815-995d-25fe3e31ddca","block_type":"box","text":"directors to identify any gaps and whether the skills and experience of a director candidate would be additive. We","page_number":103,"box":{"x":116,"y":394,"width":767,"height":11}},{"id":"45745a42-2c99-44bd-88c6-dfffcb1add7e","block_type":"box","text":"welcome disclosures that explain how the board considered different skills and experience to ensure that the","page_number":103,"box":{"x":116,"y":409,"width":767,"height":12}},{"id":"ee71bafd-6763-40f9-9708-9e2bfec471dc","block_type":"box","text":"directors collectively can be effective in fulfilling their responsibilities. We assess a company’s board","page_number":103,"box":{"x":116,"y":425,"width":767,"height":11}},{"id":"f5f37eab-8e43-4d51-bc6e-e9935479bdd6","block_type":"box","text":"composition against that of its peer group and local market requirements.","page_number":103,"box":{"x":116,"y":440,"width":492,"height":12}},{"id":"4ac448bb-9507-44a6-bdc9-4ab62ec0f3ff","block_type":"box","text":"Shareholders periodically vote to elect directors to serve on the board. We do not prescribe any particular board","page_number":103,"box":{"x":116,"y":468,"width":767,"height":12}},{"id":"be4b3208-7581-45c4-8ad7-c280b67da21c","block_type":"box","text":"composition in our engagements or voting but seek to understand how well placed a board is to act in investors’","page_number":103,"box":{"x":116,"y":484,"width":765,"height":11}},{"id":"60dbef14-3436-4351-af21-7f4c1ff2de10","block_type":"box","text":"interests. We may vote against the election of the most senior independent director, or the chair of the relevant","page_number":103,"box":{"x":116,"y":499,"width":767,"height":12}},{"id":"73c7d446-2b2c-48ea-a34e-68f8642dfc1e","block_type":"box","text":"committee, where a company has not demonstrated it has an appointment process that results in a high","page_number":103,"box":{"x":116,"y":515,"width":767,"height":11}},{"id":"5b49d907-1e4d-41ef-8827-edf407ef6181","block_type":"box","text":"functioning board with the appropriate complement of skills and experience amongst the directors to support","page_number":103,"box":{"x":116,"y":530,"width":767,"height":12}},{"id":"d32e1969-58f4-47ba-9679-4563c84bb28c","block_type":"box","text":"strong financial performance over time. We may vote against newly nominated directors who do not seem to","page_number":103,"box":{"x":117,"y":546,"width":766,"height":11}},{"id":"ae7acef0-52e7-4876-8ea2-4da43e46e6b5","block_type":"box","text":"have the appropriate skills or experience to contribute to the board’s effectiveness.","page_number":103,"box":{"x":116,"y":561,"width":555,"height":12}},{"id":"24210538-a6e4-4f6e-b061-57406e4e3da5","block_type":"box","text":"Independence","page_number":103,"box":{"x":115,"y":587,"width":97,"height":11}},{"id":"da666522-dc76-476e-9b81-a379286a33c8","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or","page_number":103,"box":{"x":116,"y":613,"width":767,"height":11}},{"id":"4105ea20-116b-4faf-9c82-e24579a4cc02","block_type":"box","text":"employees) is of paramount importance to the protection of the interests of minority shareholders such as","page_number":103,"box":{"x":116,"y":628,"width":767,"height":12}},{"id":"abf4e5fc-f8b3-42ef-9442-310020605127","block_type":"box","text":"BlackRock’s clients. We consider it good practice for at least half the directors to be independent and free from","page_number":103,"box":{"x":116,"y":644,"width":767,"height":11}},{"id":"500135b5-10a5-4dd7-ab7c-872a824a6f60","block_type":"box","text":"conflicts of interest or undue influence.","page_number":103,"box":{"x":116,"y":659,"width":277,"height":9}},{"id":"5586a64d-cbc4-4369-a3dc-ce1c3b7f082e","block_type":"box","text":"7","page_number":103,"box":{"x":394,"y":659,"width":5,"height":6}},{"id":"34ee2e85-018c-413c-b935-0c258cf133f9","block_type":"box","text":"This also helps to ensure that board committees are composed of a","page_number":103,"box":{"x":407,"y":659,"width":476,"height":12}},{"id":"98c1d9c8-a704-4cd1-a995-4ffb23ded1c6","block_type":"box","text":"sufficient number of independent directors. Companies domiciled in markets with a higher threshold for board","page_number":103,"box":{"x":117,"y":675,"width":766,"height":11}},{"id":"33e26e3d-bb34-4150-a503-36a436b946a8","block_type":"box","text":"independence should meet those local requirements.","page_number":103,"box":{"x":116,"y":690,"width":351,"height":12}},{"id":"bb241ca5-abd6-4241-88de-0acf5005215e","block_type":"box","text":"We may vote against the election of non-independent directors if the board does not have a sufficient balance of","page_number":103,"box":{"x":116,"y":718,"width":768,"height":12}},{"id":"8bbd4a2a-b4d2-4c5c-a2dd-6bafffc65b9b","block_type":"box","text":"independence. We may also vote against the election of the chair of the committee responsible for board","page_number":103,"box":{"x":116,"y":734,"width":767,"height":11}},{"id":"ef3056f4-afb9-4411-ab35-a70263d59117","block_type":"box","text":"composition if this is a perennial issue.","page_number":103,"box":{"x":116,"y":749,"width":261,"height":12}},{"id":"a0a2adc1-d424-4989-b284-ffb22237d5f7","block_type":"box","text":"Independent board leadership","page_number":103,"box":{"x":115,"y":775,"width":207,"height":11}},{"id":"330d0158-abe3-446f-9754-aa9147830a1c","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":103,"box":{"x":116,"y":801,"width":767,"height":11}},{"id":"099a4417-f949-410e-bbc6-f3d2154ff8df","block_type":"box","text":"leadership. One is a non-executive, independent chair of the board who is responsible for leading the board in the","page_number":103,"box":{"x":116,"y":816,"width":767,"height":12}},{"id":"1bbb63ae-ddc4-42fa-8552-ff12d8a4528e","block_type":"box","text":"7","page_number":103,"box":{"x":116,"y":841,"width":4,"height":5}},{"id":"15a4ff3d-3b1a-4c7e-9eee-4ebd165920f4","block_type":"box","text":"Common impediments to independence may include but are not limited to: current or recent employment at the company or a subsidiary;","page_number":103,"box":{"x":125,"y":841,"width":758,"height":9}},{"id":"0d39cc61-3134-42bb-b236-12edc3a24997","block_type":"box","text":"being, or representing, a shareholder with a substantial shareholding in the company; interlocking directorships; lengthy tenure, and having","page_number":103,"box":{"x":116,"y":854,"width":767,"height":9}},{"id":"d99b06e1-2730-477a-9b6b-672fc325c159","block_type":"box","text":"any other interest, business, or other relationship which could, or could reasonably be perceived to, materially interfere with a director’s","page_number":103,"box":{"x":116,"y":867,"width":767,"height":9}},{"id":"3d4a174b-65ad-4f24-a8a6-cd52d104ba09","block_type":"box","text":"ability to act in the best interests of the company and shareholders.","page_number":103,"box":{"x":116,"y":880,"width":357,"height":9}},{"id":"5cb5f353-0902-48b6-b772-d812a2711e79","block_type":"box","text":"B-7","page_number":103,"box":{"x":487,"y":910,"width":24,"height":8}},{"id":"3c6e4638-c94f-4c13-afc5-21b762e53a6c","block_type":"box","text":"NM1026U-5982768-103/119","page_number":103,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"272a8eeb-99ea-4c92-a50a-d12f22b600fe","block_type":"box","text":"effective exercise of its duties. The other is a lead or senior independent director, who is responsible for","page_number":104,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"d8e71699-c01e-4c52-8c3c-96977ecf85f1","block_type":"box","text":"coordinating with the other non-executive directors and working closely with the executive chair on the board","page_number":104,"box":{"x":116,"y":103,"width":767,"height":12}},{"id":"794f783e-3e87-4407-b911-052f168f284d","block_type":"box","text":"agenda and other board procedures. In this case, the executive chair and the lead independent director work","page_number":104,"box":{"x":116,"y":119,"width":767,"height":11}},{"id":"65468fd4-6b08-4ca3-b91f-dbc3eab3cafb","block_type":"box","text":"together to ensure the board is effectively fulfilling its responsibilities. In our view, the independent leader of the","page_number":104,"box":{"x":116,"y":134,"width":767,"height":12}},{"id":"61fe8320-6562-4b55-b957-0d85c1ac2da8","block_type":"box","text":"board, and/or the chair of a relevant committee, should be available to investors to discuss governance matters","page_number":104,"box":{"x":116,"y":150,"width":766,"height":11}},{"id":"21eb07cf-aa6c-4455-89a6-0ac2d341e39d","block_type":"box","text":"such as CEO succession, executive pay, and board performance. We look to boards to explain their board","page_number":104,"box":{"x":117,"y":165,"width":766,"height":12}},{"id":"6d011888-9618-4ecd-8ddd-88f965ab9658","block_type":"box","text":"leadership model and how it serves the interests of shareholders.","page_number":104,"box":{"x":116,"y":181,"width":433,"height":11}},{"id":"13130d57-6c9c-423e-94c2-a36a1189073f","block_type":"box","text":"We may vote against the election of the chair of the committee responsible for board composition if there is not","page_number":104,"box":{"x":116,"y":209,"width":767,"height":12}},{"id":"09d1bca4-17f2-4c8f-b9b5-bfac5e73ac0d","block_type":"box","text":"an identified independent leader of the board with clear responsibilities for board performance. We may vote","page_number":104,"box":{"x":116,"y":225,"width":767,"height":12}},{"id":"e856a2b0-fcab-4c98-871f-88782dec7f03","block_type":"box","text":"against the most senior independent director if the board has a policy of not engaging with shareholders.","page_number":104,"box":{"x":116,"y":240,"width":701,"height":12}},{"id":"7aeb39c4-bea7-49d6-ac41-8e1906e6bb9d","block_type":"box","text":"Tenure and succession","page_number":104,"box":{"x":117,"y":267,"width":157,"height":9}},{"id":"e96b4e86-57e6-43a1-b1c8-d5bfe5ddccbb","block_type":"box","text":"In our view, it is good practice for boards to establish the length of time a director would normally be expected to","page_number":104,"box":{"x":116,"y":294,"width":767,"height":11}},{"id":"a6e0c442-424d-4955-8962-ec0d350535cf","block_type":"box","text":"serve, in line with market norms where those exist. We find it helpful when companies disclose their approach to","page_number":104,"box":{"x":117,"y":309,"width":766,"height":12}},{"id":"65d09fae-3ebc-4571-8b87-da9242e251da","block_type":"box","text":"director tenure particularly around the contributions of directors who have served for longer periods than","page_number":104,"box":{"x":116,"y":325,"width":767,"height":11}},{"id":"812ee100-2333-4f45-b950-9984bacbd3f8","block_type":"box","text":"typically provided for under local practice. In our experience, long-serving directors could become less","page_number":104,"box":{"x":116,"y":340,"width":767,"height":12}},{"id":"fda4b708-a8d8-437c-8627-13ce73beffe3","block_type":"box","text":"independent given their long-term relationship with management and involvement in past board decisions.","page_number":104,"box":{"x":116,"y":356,"width":717,"height":11}},{"id":"63c60871-f976-4c63-8ce2-12dcb2eaf68b","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal","page_number":104,"box":{"x":116,"y":385,"width":767,"height":11}},{"id":"4e104eff-b7e2-4965-af3a-215e598e39e4","block_type":"box","text":"through the regular introduction of directors with fresh perspectives and expertise with continuity through the","page_number":104,"box":{"x":116,"y":400,"width":767,"height":12}},{"id":"8293989a-a107-4eb1-8de8-42ba24be66c9","block_type":"box","text":"retention of directors with long-term knowledge of the board and company.","page_number":104,"box":{"x":116,"y":416,"width":508,"height":11}},{"id":"3a54ebb8-8f22-45b8-814b-ebcd23a5b671","block_type":"box","text":"In markets where there is not specific director tenure guidance from regulation or corporate governance best","page_number":104,"box":{"x":116,"y":445,"width":767,"height":11}},{"id":"ae64268a-a64f-446f-80a1-d573abd20bf3","block_type":"box","text":"practices, we may vote against the election of the chair of the committee responsible for board composition if a","page_number":104,"box":{"x":116,"y":460,"width":767,"height":12}},{"id":"84c0398f-a0e3-40b3-b237-beda5926d911","block_type":"box","text":"company does not clearly disclose its approach to director tenure and board renewal. We may vote against the","page_number":104,"box":{"x":116,"y":476,"width":767,"height":11}},{"id":"3d169d50-ea80-469f-a52f-f35638777712","block_type":"box","text":"election of directors who have served for more years than is typical in markets with specific guidance, where the","page_number":104,"box":{"x":116,"y":491,"width":767,"height":12}},{"id":"70ffcf78-fdf2-4660-83ce-a97291270419","block_type":"box","text":"case for their continued service is not evident.","page_number":104,"box":{"x":116,"y":507,"width":309,"height":9}},{"id":"98fe4f56-e844-4756-ba70-bb313a1ecf54","block_type":"box","text":"Capacity","page_number":104,"box":{"x":116,"y":533,"width":60,"height":12}},{"id":"b29f6daf-2bc7-4d9c-9dfb-a7ffb6cb0927","block_type":"box","text":"To be effective and engaged, directors need to have the time and energy to commit to the role. In our view, an","page_number":104,"box":{"x":116,"y":560,"width":767,"height":12}},{"id":"3cbcbad3-c28e-459a-a1f1-af37830e2923","block_type":"box","text":"effective board will assess the ability of its members to maintain an appropriate focus on board matters and the","page_number":104,"box":{"x":116,"y":575,"width":767,"height":12}},{"id":"4047e3bf-047c-4971-b3ca-cd6861c48dca","block_type":"box","text":"company taking into consideration competing responsibilities. We recognize that board leadership roles vary","page_number":104,"box":{"x":116,"y":591,"width":767,"height":12}},{"id":"a5daf17c-a2c9-4f12-a35b-67b3160ed8d8","block_type":"box","text":"across markets in responsibilities and required time commitment but note that they are generally more intensive","page_number":104,"box":{"x":116,"y":607,"width":767,"height":11}},{"id":"93a87567-2e86-4a63-87bc-e65eff8a9f17","block_type":"box","text":"than a standard directorship. We will take local norms and practices into consideration when making our voting","page_number":104,"box":{"x":116,"y":622,"width":767,"height":12}},{"id":"ce3bb925-b866-494f-8a54-8ae2b9a0584e","block_type":"box","text":"determinations across markets.","page_number":104,"box":{"x":116,"y":638,"width":207,"height":8}},{"id":"0efe2d91-ad98-409f-8770-f6f85f00378d","block_type":"box","text":"We may vote against the election of directors who do not seem to have sufficient capacity to effectively fulfil","page_number":104,"box":{"x":116,"y":666,"width":767,"height":12}},{"id":"8edeb1b5-a0b3-479f-bea9-3f0a250a13ff","block_type":"box","text":"their duties to the board and company.","page_number":104,"box":{"x":116,"y":682,"width":257,"height":12}},{"id":"b6a5e269-d2cc-4012-98df-5d720a694364","block_type":"box","text":"Director elections","page_number":104,"box":{"x":115,"y":708,"width":123,"height":10}},{"id":"54ec2575-1bcc-4cd0-ad0f-51b5767d21e1","block_type":"box","text":"Regular election of directors, ideally annually, supports director accountability to shareholders. A classified","page_number":104,"box":{"x":116,"y":735,"width":767,"height":12}},{"id":"de5bb44b-23c9-4bc0-a457-6f1a2f8559ce","block_type":"box","text":"board structure","page_number":104,"box":{"x":116,"y":751,"width":105,"height":9}},{"id":"ee26d697-1c17-4b47-9ab7-38c882474afd","block_type":"box","text":"8","page_number":104,"box":{"x":222,"y":751,"width":4,"height":5}},{"id":"7f9b8151-63dd-4f31-85fe-6698b6721648","block_type":"box","text":"may be justified by a company when it needs consistency and stability during a time of","page_number":104,"box":{"x":236,"y":751,"width":648,"height":11}},{"id":"fc8c5918-63fd-473f-9e82-6ddb2a2a18b8","block_type":"box","text":"transition, or on the basis of its business model (e.g., a non-operating company such as closed-end funds).","page_number":104,"box":{"x":116,"y":766,"width":712,"height":12}},{"id":"7acc7d8f-a554-4228-8c90-455758eeb6ad","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled","page_number":104,"box":{"x":116,"y":795,"width":767,"height":12}},{"id":"0cf339ca-2400-4f02-9be6-5dfb0b5c5012","block_type":"box","text":"slates. We look to companies to provide sufficient information on each director standing for election so that","page_number":104,"box":{"x":117,"y":811,"width":766,"height":11}},{"id":"818c26f8-6f24-4b54-810d-dae20d04dd87","block_type":"box","text":"shareholders can assess their capabilities and suitability. We will generally not support the election of directors","page_number":104,"box":{"x":117,"y":826,"width":765,"height":12}},{"id":"4405a223-cc86-4ff0-a0c2-916b4e7ea56a","block_type":"box","text":"whose names and biographical details have not been disclosed sufficiently in advance of the shareholder meeting.","page_number":104,"box":{"x":116,"y":842,"width":766,"height":11}},{"id":"4b5eff1b-62cf-4458-bdd1-cceb3a569de6","block_type":"box","text":"8","page_number":104,"box":{"x":116,"y":867,"width":4,"height":4}},{"id":"14cee9b2-1e30-44df-ada7-595f7445c98b","block_type":"box","text":"A classified board divides the directors into classes with different overlapping terms. As a result, only one class of directors stands for","page_number":104,"box":{"x":125,"y":867,"width":758,"height":9}},{"id":"25467959-a6c1-419b-8200-017061d2aa25","block_type":"box","text":"election in any one year.","page_number":104,"box":{"x":116,"y":880,"width":131,"height":9}},{"id":"b86a77e6-8888-4e91-b95b-25978142746e","block_type":"box","text":"B-8","page_number":104,"box":{"x":487,"y":909,"width":24,"height":9}},{"id":"6ddc3c69-1785-4f40-846f-2018f238a71c","block_type":"box","text":"NM1026U-5982768-104/119","page_number":104,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"332d9f9f-98b7-419b-9151-de64c01de78a","block_type":"box","text":"Each director’s appointment should be dependent on receiving a simple majority of the votes cast at the","page_number":105,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"373c6f80-7d57-4ea1-aac9-975c2185282a","block_type":"box","text":"shareholder meeting. Where a company’s practices differ, we look to the board to provide a detailed explanation","page_number":105,"box":{"x":117,"y":103,"width":766,"height":12}},{"id":"dc71b004-ddfc-42e0-8862-348da1d3365c","block_type":"box","text":"as to how its approach best serves investors’ interests.","page_number":105,"box":{"x":116,"y":119,"width":362,"height":11}},{"id":"8266c30a-3c52-419b-baab-e57c7c7433eb","block_type":"box","text":"We may vote for shareholder or management proposals seeking to establish annual election of directors and/or a","page_number":105,"box":{"x":116,"y":150,"width":767,"height":11}},{"id":"c5f38454-28c2-4066-ade5-a5560a022c29","block_type":"box","text":"simple majority vote standard for director elections. We may vote against all the directors standing for election as","page_number":105,"box":{"x":117,"y":165,"width":766,"height":12}},{"id":"138c5351-c9da-4105-9f72-15a5fb3c4f05","block_type":"box","text":"part of a single slate if we have concerns about the profile or performance of an individual director.","page_number":105,"box":{"x":116,"y":181,"width":668,"height":11}},{"id":"1fa71248-878e-4bae-88d3-77e3eea2d0a8","block_type":"box","text":"Committees","page_number":105,"box":{"x":116,"y":209,"width":80,"height":9}},{"id":"75154009-8854-4a0c-8af6-c278c7140ec0","block_type":"box","text":"Many boards establish committees to focus on specific responsibilities of the board such as audit and risk,","page_number":105,"box":{"x":116,"y":237,"width":766,"height":12}},{"id":"bbf6d30c-c908-44d1-a3db-f95d5200fe4f","block_type":"box","text":"governance and human capital, and executive compensation, amongst other matters. We do not prescribe to","page_number":105,"box":{"x":116,"y":253,"width":767,"height":12}},{"id":"1f97a451-ca4d-4d31-9469-0ac4b5478c56","block_type":"box","text":"companies what committees they should establish, but we seek to understand the board’s rationale for the","page_number":105,"box":{"x":116,"y":268,"width":767,"height":12}},{"id":"63e9c5e2-6680-49b1-8b19-6f274bf3bcef","block_type":"box","text":"committee structure it determines is appropriate. We note that, in some markets, regulation requires such","page_number":105,"box":{"x":116,"y":284,"width":767,"height":12}},{"id":"92c84999-cf9b-4e07-9f5e-f0d193c4d8f9","block_type":"box","text":"committees. The responsibilities of each committee should be clear, and the board should ensure that all critical","page_number":105,"box":{"x":116,"y":299,"width":767,"height":12}},{"id":"23cdfbc0-f79a-4a4c-a468-fcd106e63e6a","block_type":"box","text":"matters are assigned either to the full board or to one of the committees. It is helpful to investor understanding","page_number":105,"box":{"x":116,"y":315,"width":767,"height":12}},{"id":"2ab8bd94-c939-48e1-8650-5f678926a68d","block_type":"box","text":"when the board discloses the structure, membership, proportion of independent directors, and responsibilities of","page_number":105,"box":{"x":116,"y":330,"width":768,"height":12}},{"id":"1f53ae45-3562-4d49-92ab-07af0087a0b9","block_type":"box","text":"each committee. The responsibilities we typically see assigned to the three most common committees include:","page_number":105,"box":{"x":116,"y":346,"width":742,"height":12}},{"id":"cea61b94-ff1a-48c7-b42c-444777da36cf","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and","page_number":105,"box":{"x":116,"y":374,"width":767,"height":11}},{"id":"0d1a4e55-d6f1-4489-aef6-9db9a0e4ef15","block_type":"box","text":"compliance with legal and regulatory requirements; may also play an oversight role in relation to the internal","page_number":105,"box":{"x":141,"y":388,"width":742,"height":12}},{"id":"88a04fe7-db88-4f72-8c8a-3376020089f7","block_type":"box","text":"audit function and whistleblowing mechanisms.","page_number":105,"box":{"x":142,"y":403,"width":320,"height":12}},{"id":"421f70b7-acb6-4bdd-9eb3-cba411b5640e","block_type":"box","text":"• Nominating, governance and human capital – oversight responsibilities for corporate governance principles","page_number":105,"box":{"x":116,"y":431,"width":766,"height":11}},{"id":"c1572644-ed94-4688-a45b-b61c2942687f","block_type":"box","text":"and practices of the company, including the periodic review of board performance; responsibility for","page_number":105,"box":{"x":142,"y":445,"width":741,"height":12}},{"id":"0a1cd696-4429-4566-bf4a-79e2d06457df","block_type":"box","text":"succession planning for CEO and key board roles, as well as the director appointment process; may also have","page_number":105,"box":{"x":142,"y":460,"width":741,"height":12}},{"id":"5e4b2ff8-f0bd-42d5-a9b1-4fbcb4baccb9","block_type":"box","text":"oversight responsibilities for human capital management strategies, including corporate culture and purpose.","page_number":105,"box":{"x":141,"y":475,"width":731,"height":12}},{"id":"40370104-f1f5-4e1f-b735-c2dd17af24d8","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other","page_number":105,"box":{"x":116,"y":503,"width":767,"height":11}},{"id":"ffa5ea1b-3458-47cc-9c72-9cffc0f31170","block_type":"box","text":"executive officers, approves annual awards and payments under the policies; may also have oversight","page_number":105,"box":{"x":141,"y":517,"width":742,"height":12}},{"id":"545723cf-21e2-48e4-816b-c84049ca4718","block_type":"box","text":"responsibilities for firm-wide compensation policies.","page_number":105,"box":{"x":141,"y":532,"width":355,"height":12}},{"id":"a8d2ec28-3e1d-4df2-b5fd-f7867a65d610","block_type":"box","text":"We may vote against the election of the chair of the committee or other directors serving as committee members","page_number":105,"box":{"x":116,"y":560,"width":766,"height":12}},{"id":"dc9dd284-86fe-4eac-97d1-d330dbfba283","block_type":"box","text":"to convey concerns about how a committee has undertaken its responsibilities. We may vote against the election","page_number":105,"box":{"x":116,"y":576,"width":767,"height":12}},{"id":"9fb7b23e-d6a1-4c84-a1ce-ea77d0fa8dc9","block_type":"box","text":"of the most senior non-executive director if there is not a clearly disclosed approach to board committees.","page_number":105,"box":{"x":116,"y":591,"width":711,"height":12}},{"id":"db7faaed-5ed8-4bf1-b9b4-4b99fdfcb96c","block_type":"box","text":"Board and director evaluation","page_number":105,"box":{"x":115,"y":620,"width":209,"height":9}},{"id":"be47ce36-d532-49b3-964b-24fb8049d6ab","block_type":"box","text":"We consider it best practice for companies to conduct an annual review of the performance of the board, the","page_number":105,"box":{"x":116,"y":648,"width":767,"height":12}},{"id":"4ecb13d7-bcab-4bff-a221-989a86dd919f","block_type":"box","text":"committees, the chair and individual directors. Periodically, this review could be undertaken by an independent","page_number":105,"box":{"x":116,"y":664,"width":767,"height":11}},{"id":"40ac5c0d-1347-4889-bf36-e2f7d97a17e0","block_type":"box","text":"third party able to bring objective perspectives to the board on governance and performance. We encourage","page_number":105,"box":{"x":116,"y":679,"width":767,"height":12}},{"id":"be908e97-c778-4bae-8571-bcffbd9aada4","block_type":"box","text":"companies to disclose their approach to and the objectives of evaluations, including any changes made to the","page_number":105,"box":{"x":116,"y":695,"width":767,"height":11}},{"id":"30bcd7e1-45aa-416d-b1fb-a5ed3efdc161","block_type":"box","text":"board’s approach as a result.","page_number":105,"box":{"x":116,"y":710,"width":191,"height":12}},{"id":"7ccfc286-38f7-433a-8069-03d1d4f63986","block_type":"box","text":"Access to independent advice","page_number":105,"box":{"x":115,"y":739,"width":202,"height":11}},{"id":"31c654b3-b98f-4144-abee-9cfb63d7330c","block_type":"box","text":"To support the directors in effectively fulfilling their duties to the company and shareholders, they should have","page_number":105,"box":{"x":116,"y":767,"width":767,"height":12}},{"id":"df47945f-e6d8-40f9-8b58-1a972f12489d","block_type":"box","text":"access to independent advice. In certain circumstances, it may be helpful to boards to retain independent third","page_number":105,"box":{"x":116,"y":783,"width":767,"height":11}},{"id":"f73dbd32-792a-45ee-8fc8-06a3c9044f1f","block_type":"box","text":"parties to advise on critical matters. These might include new industry developments such as emergent and","page_number":105,"box":{"x":116,"y":798,"width":767,"height":12}},{"id":"313b9173-ab04-4d3b-bef9-dfeb99456718","block_type":"box","text":"disruptive technology, operating events with material consequences for the company’s reputation and/or","page_number":105,"box":{"x":116,"y":814,"width":767,"height":11}},{"id":"f66bdd88-adbe-4564-8e83-ff72a300ecfe","block_type":"box","text":"performance, or significant transactions. Board committees may similarly retain third parties to advise them on","page_number":105,"box":{"x":116,"y":829,"width":767,"height":12}},{"id":"a97b575a-0b8d-46b6-a9cf-6a91b30f83d4","block_type":"box","text":"specialist matters such as audit, compensation and succession planning.","page_number":105,"box":{"x":117,"y":845,"width":480,"height":11}},{"id":"1f8e6bde-da6e-49b7-8201-f665eefecfe8","block_type":"box","text":"B-9","page_number":105,"box":{"x":487,"y":909,"width":24,"height":9}},{"id":"50c58506-ff29-4d3d-b52b-0a19837993f8","block_type":"box","text":"NM1026U-5982768-105/119","page_number":105,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"0c4ff2b8-f2c5-4832-b160-47d72a35e32e","block_type":"box","text":"Executive compensation","page_number":106,"box":{"x":116,"y":87,"width":277,"height":19}},{"id":"17aa5d77-80ae-4c7c-bc5a-d42515c499c6","block_type":"box","text":"Boards play an important role in establishing compensation arrangements that enable the company to recruit,","page_number":106,"box":{"x":116,"y":124,"width":766,"height":11}},{"id":"b4840294-3e46-485f-9258-49a639be28be","block_type":"box","text":"retain and reward the caliber of executive management necessary to lead and operate the company to deliver","page_number":106,"box":{"x":116,"y":139,"width":767,"height":12}},{"id":"0bdfea44-5f2c-4185-8b41-fdcfa3d24300","block_type":"box","text":"superior financial returns over time. We focus on alignment between variable pay and a company’s financial","page_number":106,"box":{"x":117,"y":155,"width":766,"height":11}},{"id":"a5318abf-65c7-48d5-ba50-f5d408bc3ce8","block_type":"box","text":"performance.","page_number":106,"box":{"x":116,"y":170,"width":88,"height":12}},{"id":"6a44ae53-2d27-4959-b5b7-15b4b005e668","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":106,"box":{"x":116,"y":201,"width":767,"height":12}},{"id":"ccadd88e-655b-4d2e-a322-4ec0e92cf472","block_type":"box","text":"performance against short-term metrics, incentives – most often share-based- that reward performance against","page_number":106,"box":{"x":116,"y":217,"width":767,"height":11}},{"id":"3ec33101-8cc0-40c5-80e0-7be730da596d","block_type":"box","text":"long-term metrics, and pensions and benefits. In our observation, base salary, pensions and benefits are largely","page_number":106,"box":{"x":116,"y":232,"width":767,"height":12}},{"id":"61084e33-f9af-449f-8405-0eb1fc44fa2b","block_type":"box","text":"set relative to market norms and benchmarks. The annual bonus and share-based incentive, or variable pay plans,","page_number":106,"box":{"x":117,"y":248,"width":765,"height":11}},{"id":"3cb357f0-462e-4240-bbf3-6f4a86e82ea4","block_type":"box","text":"tend to be tailored to the company, its sector and long-term strategy, as well as the individuals the board is","page_number":106,"box":{"x":116,"y":263,"width":767,"height":12}},{"id":"93cf9dd6-785b-42eb-ab8a-2c984f650690","block_type":"box","text":"seeking to recruit and motivate.","page_number":106,"box":{"x":117,"y":279,"width":211,"height":11}},{"id":"ead7ce6d-4eed-4494-a7a9-5907a5e3e00e","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach","page_number":106,"box":{"x":116,"y":313,"width":767,"height":11}},{"id":"257b3cb2-4e05-4458-87ea-0e92b6229835","block_type":"box","text":"to executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and","page_number":106,"box":{"x":116,"y":328,"width":767,"height":12}},{"id":"7c388f19-d495-4b78-be3c-265b99bbe805","block_type":"box","text":"qualitative information in their disclosures to enable shareholders to understand the compensation arrangements","page_number":106,"box":{"x":116,"y":344,"width":766,"height":11}},{"id":"558f4122-7d46-40d4-b405-4e96e96dc81c","block_type":"box","text":"and assess the alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":106,"box":{"x":116,"y":359,"width":746,"height":12}},{"id":"e6d15faa-f101-4bea-b81f-2f3b7641b951","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of","page_number":106,"box":{"x":116,"y":389,"width":768,"height":12}},{"id":"642f20ba-b01d-453a-8620-eac8a53df43b","block_type":"box","text":"the company’s size, sector and market.","page_number":106,"box":{"x":141,"y":404,"width":260,"height":11}},{"id":"f2e19ffe-f91f-4ed2-9d94-b26f8b93f7c4","block_type":"box","text":"• Variable pay subject to performance metrics that are closely linked to the company’s short- and long-term","page_number":106,"box":{"x":116,"y":434,"width":767,"height":12}},{"id":"70141874-dffa-4931-93ee-3436a530a29d","block_type":"box","text":"strategic objectives.","page_number":106,"box":{"x":142,"y":449,"width":132,"height":11}},{"id":"c2fc4aa6-7792-4511-8c2a-1b26c654c54c","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":106,"box":{"x":116,"y":479,"width":602,"height":11}},{"id":"ed7b120b-fb86-4ece-ba2f-5c1d09bb8456","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash","page_number":106,"box":{"x":116,"y":509,"width":767,"height":12}},{"id":"9f931c1c-311c-40b8-be78-4a93eb1d1d60","block_type":"box","text":"and equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary","page_number":106,"box":{"x":142,"y":524,"width":741,"height":11}},{"id":"61d16431-9390-417f-83a1-045278080385","block_type":"box","text":"payments.","page_number":106,"box":{"x":141,"y":540,"width":67,"height":10}},{"id":"f8c8d772-5350-4d32-925f-6cbcaf841a02","block_type":"box","text":"• Pay outcomes that are consistent with the returns to investors over the relevant time period.","page_number":106,"box":{"x":116,"y":568,"width":640,"height":12}},{"id":"0aafdda6-5ba5-4e0d-8ac6-3c4385792743","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":106,"box":{"x":116,"y":599,"width":767,"height":12}},{"id":"40cb278a-1695-4e6b-afb3-0658749046d0","block_type":"box","text":"transparently.","page_number":106,"box":{"x":141,"y":615,"width":91,"height":11}},{"id":"fc26c5dc-d0af-417b-8284-5faaf8cf6b06","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in","page_number":106,"box":{"x":116,"y":646,"width":767,"height":11}},{"id":"961f4deb-7da9-4632-827a-4a667007d317","block_type":"box","text":"the company within a defined time period, as determined by the board or relevant board committee.","page_number":106,"box":{"x":141,"y":661,"width":671,"height":12}},{"id":"79a5137c-0510-4e7f-90a6-a41c02e7d4bb","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":106,"box":{"x":116,"y":692,"width":701,"height":12}},{"id":"354421a6-15c3-4362-bff2-dcfa5014e8bc","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":106,"box":{"x":116,"y":723,"width":767,"height":12}},{"id":"f0096f59-a783-4bef-a850-14d7c4659588","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive","page_number":106,"box":{"x":141,"y":738,"width":742,"height":12}},{"id":"91766628-3e84-4f01-a4e2-35e811875f8e","block_type":"box","text":"misconduct.","page_number":106,"box":{"x":141,"y":754,"width":81,"height":9}},{"id":"9ea8b8c6-a4d1-4df3-ac4c-9d2bcda987c3","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":106,"box":{"x":116,"y":785,"width":707,"height":11}},{"id":"738f7d5d-5808-4b70-98f2-d7ec777da09e","block_type":"box","text":"We may vote against proposals to introduce new share-based incentives, approve existing policies or plans, or","page_number":106,"box":{"x":116,"y":816,"width":767,"height":11}},{"id":"c74674c1-e23f-4f5a-8538-4b1f09d85b30","block_type":"box","text":"approve the compensation report where we do not see alignment between executive compensation arrangements","page_number":106,"box":{"x":116,"y":831,"width":766,"height":12}},{"id":"b40c3f73-9541-4529-a38d-373b40244c5e","block_type":"box","text":"and our clients’ financial interests. When there is not an alternative, or where there have been multi-year issues","page_number":106,"box":{"x":116,"y":847,"width":767,"height":11}},{"id":"1fd7ebb3-3be7-410d-9eea-5cf3e6ef0d54","block_type":"box","text":"with compensation misaligned with performance, we may vote against the election of the chair of the responsible","page_number":106,"box":{"x":116,"y":862,"width":767,"height":12}},{"id":"c155701b-bc2f-47ac-828b-4d573ec1d70f","block_type":"box","text":"committee, or the most senior independent director.","page_number":106,"box":{"x":116,"y":878,"width":347,"height":11}},{"id":"718d8419-ad7d-435c-86b6-93a0f9695a20","block_type":"box","text":"B-10","page_number":106,"box":{"x":483,"y":909,"width":33,"height":9}},{"id":"d9547a91-c35c-4e96-99d7-7479033b46b1","block_type":"box","text":"NM1026U-5982768-106/119","page_number":106,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"7482d650-7248-4ba2-955f-5a70831e79a2","block_type":"box","text":"Non-executive director compensation","page_number":107,"box":{"x":116,"y":87,"width":427,"height":19}},{"id":"da89648a-0a34-40a8-afc0-1f555e12e009","block_type":"box","text":"Companies generally pay non-executive directors an annual retainer or fee in cash, shares or a combination of the","page_number":107,"box":{"x":116,"y":122,"width":767,"height":12}},{"id":"c281e362-7001-4862-8110-d65a59957901","block_type":"box","text":"two. Some companies also pay additional fees for service on board committees or in board leadership roles. We","page_number":107,"box":{"x":116,"y":137,"width":767,"height":12}},{"id":"06ab28cb-c343-407b-8df3-eb398d25484c","block_type":"box","text":"do not support non-executive directors participating in performance-based incentive plans as doing so may create","page_number":107,"box":{"x":116,"y":153,"width":767,"height":12}},{"id":"89287754-45d1-438f-9ef0-00ae67547ae4","block_type":"box","text":"a conflict of interest and undermine their independence from management, whom they oversee.","page_number":107,"box":{"x":116,"y":168,"width":642,"height":12}},{"id":"e07e3592-8413-4f02-adf4-57f9c0ec81a2","block_type":"box","text":"Capital structure","page_number":107,"box":{"x":117,"y":197,"width":196,"height":19}},{"id":"d478d0b1-a98d-481d-b2a6-250a62a595c0","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves","page_number":107,"box":{"x":116,"y":232,"width":767,"height":11}},{"id":"b8bcf419-ad8b-4c4c-a091-ce7b2329ab3f","block_type":"box","text":"appropriate capital allocation in support of long-term financial resilience.","page_number":107,"box":{"x":116,"y":247,"width":493,"height":12}},{"id":"4db4aed4-6c96-46d1-9dd8-a3e55ce67abb","block_type":"box","text":"Where company practices diverge from those set out below, we look for companies to disclose why they view","page_number":107,"box":{"x":116,"y":276,"width":767,"height":12}},{"id":"da17fc92-453a-40f9-b9fa-b12c6bdaeb11","block_type":"box","text":"these practices to be aligned with shareholders’ interests. We may vote against management proposals seeking","page_number":107,"box":{"x":116,"y":292,"width":767,"height":12}},{"id":"f53ddb1f-24e2-4cd2-9359-062ba1b7632c","block_type":"box","text":"capital-related authorities, or the election of the most senior independent director, if we have concerns about a","page_number":107,"box":{"x":116,"y":307,"width":767,"height":12}},{"id":"072f2061-0126-47b2-aedf-523f0148f47d","block_type":"box","text":"company’s approach. We may also support a shareholder proposal seeking conversion of shares with","page_number":107,"box":{"x":116,"y":323,"width":767,"height":12}},{"id":"1c07add3-ae2f-4afe-b85e-c2147bfa180d","block_type":"box","text":"differentiated voting rights to a one-share, one-vote standard.","page_number":107,"box":{"x":116,"y":338,"width":411,"height":12}},{"id":"715089b8-77f2-45b7-9041-16987e19afa4","block_type":"box","text":"Share issuance","page_number":107,"box":{"x":116,"y":368,"width":127,"height":11}},{"id":"9d3dc994-6ed4-496b-a1de-d5668024bbdb","block_type":"box","text":"We assess requests for share issuance for particular transactions on a case-by-case basis. We will generally","page_number":107,"box":{"x":116,"y":399,"width":767,"height":12}},{"id":"190db897-cbd5-4a58-99e9-14654226cf9f","block_type":"box","text":"support authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights.","page_number":107,"box":{"x":117,"y":415,"width":765,"height":11}},{"id":"99340639-44e8-4e39-9b53-230631841721","block_type":"box","text":"We consider it good practice for companies to seek regular approval of these authorities to allow shareholders to","page_number":107,"box":{"x":116,"y":430,"width":767,"height":12}},{"id":"aff4e5bc-f462-48e7-9af8-b8d10fe89a24","block_type":"box","text":"take into consideration how prior authorities were used, as well as the current circumstances of the company and","page_number":107,"box":{"x":116,"y":446,"width":767,"height":11}},{"id":"55751432-226f-4950-a561-a30e411cea8c","block_type":"box","text":"the market environment.","page_number":107,"box":{"x":116,"y":461,"width":164,"height":9}},{"id":"4bace155-4789-4ee2-8610-471e019d0de8","block_type":"box","text":"Share buybacks","page_number":107,"box":{"x":116,"y":491,"width":137,"height":14}},{"id":"875a6e00-54f9-45fb-af74-1a63c5f5311b","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":107,"box":{"x":116,"y":522,"width":767,"height":12}},{"id":"1075d1f0-871d-4d0b-8894-5b7336b7d90a","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth","page_number":107,"box":{"x":116,"y":538,"width":767,"height":11}},{"id":"8f687cb5-9540-47ea-ab1b-13daa9b72dce","block_type":"box","text":"of the company and returning cash to investors. We also take into consideration the effect of a buyback program","page_number":107,"box":{"x":116,"y":553,"width":767,"height":12}},{"id":"fcf56e83-2f50-4ad9-9dfc-31076acc51ce","block_type":"box","text":"on the company’s balance sheet and executive compensation arrangements and the price at which shares are","page_number":107,"box":{"x":116,"y":569,"width":767,"height":11}},{"id":"0c7e6a4c-9cb5-48f1-9c19-5b11e9503220","block_type":"box","text":"repurchased relative to market price. We consider it good practice for companies to seek regular approval of","page_number":107,"box":{"x":116,"y":584,"width":768,"height":12}},{"id":"b52f2345-ed7b-40e8-9dd3-d44166ad58c1","block_type":"box","text":"these authorities to allow shareholders to take into consideration how prior authorities were used, as well as the","page_number":107,"box":{"x":116,"y":600,"width":767,"height":11}},{"id":"3b87b36d-2fed-4ae0-bc23-4f9e50506a92","block_type":"box","text":"current circumstances of the company and the market environment.","page_number":107,"box":{"x":116,"y":615,"width":453,"height":12}},{"id":"e785086f-cf76-494c-bf91-c33ba20f0641","block_type":"box","text":"Dividends","page_number":107,"box":{"x":116,"y":645,"width":86,"height":11}},{"id":"d17bb198-4865-4e9d-81e8-904b5c674773","block_type":"box","text":"We generally defer to management and the board on dividend policy but may engage to seek further clarification","page_number":107,"box":{"x":116,"y":676,"width":767,"height":12}},{"id":"84c3f012-3f8e-4b86-8be3-c5040fd37700","block_type":"box","text":"where a proposed dividend appears out of line with the company’s financial position.","page_number":107,"box":{"x":116,"y":692,"width":573,"height":11}},{"id":"ed71bec7-fc49-4026-a412-af83e01424e9","block_type":"box","text":"Differentiated voting rights","page_number":107,"box":{"x":116,"y":721,"width":235,"height":14}},{"id":"2db97f0d-570d-4ac7-b636-f2c88873f2cf","block_type":"box","text":"We prefer companies to adopt a one-share, one-vote structure for share classes with the same economic exposure.","page_number":107,"box":{"x":116,"y":752,"width":766,"height":12}},{"id":"daef3ff6-c694-4d33-a25a-173d426ceb3a","block_type":"box","text":"Certain companies, particularly those new to public markets, could make the case to adopt a differentiated voting","page_number":107,"box":{"x":116,"y":768,"width":767,"height":12}},{"id":"d37a5ea8-2b17-4043-b230-d698a6a51173","block_type":"box","text":"rights structure, or dual class stock. In those situations, we encourage companies to evaluate and seek approval","page_number":107,"box":{"x":116,"y":783,"width":767,"height":12}},{"id":"ee88b6e1-cd02-478a-9669-7eecc7c9fc0f","block_type":"box","text":"for their capital structure on a periodic basis.","page_number":107,"box":{"x":116,"y":799,"width":300,"height":12}},{"id":"32fb95ab-9b3c-4485-a24f-2b57723c5ca3","block_type":"box","text":"Transactions and special situations","page_number":107,"box":{"x":116,"y":828,"width":401,"height":18}},{"id":"4bd57bc1-1bac-4154-8f0d-a8f53e4321a1","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses","page_number":107,"box":{"x":116,"y":862,"width":767,"height":12}},{"id":"d6ee4db8-4950-42c3-a5c5-6f54712aedd1","block_type":"box","text":"of proposals.","page_number":107,"box":{"x":116,"y":878,"width":86,"height":12}},{"id":"0a152685-4695-4052-8cb3-0ab02ff72422","block_type":"box","text":"B-11","page_number":107,"box":{"x":483,"y":909,"width":32,"height":9}},{"id":"776a7ec8-426c-4d9b-a778-2071f15ba1e8","block_type":"box","text":"NM1026U-5982768-107/119","page_number":107,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"5954dbbb-4ad5-46e6-9244-c2da34147049","block_type":"box","text":"Mergers and acquisitions","page_number":108,"box":{"x":116,"y":88,"width":217,"height":14}},{"id":"2d4ddbe0-bb57-4e35-bf57-267499e42a22","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority","page_number":108,"box":{"x":116,"y":117,"width":767,"height":12}},{"id":"e4f7fae7-2774-4210-a58a-2b87bb5c692a","block_type":"box","text":"shareholders. Management should provide an assessment of the proposed transaction’s strategic and financial","page_number":108,"box":{"x":117,"y":132,"width":766,"height":12}},{"id":"d6cdd481-b509-4222-9c36-cbbc78239759","block_type":"box","text":"rationale, along with its execution and operational risks. We review each transaction independently based on","page_number":108,"box":{"x":116,"y":148,"width":767,"height":12}},{"id":"50ad0945-4b12-44b6-bde0-9cc27289f84f","block_type":"box","text":"these factors and the degree to which the transaction enhances shareholder value. The board might consider","page_number":108,"box":{"x":116,"y":163,"width":767,"height":12}},{"id":"92a13d07-3fb3-4dc2-9de7-59bc4dcb44d0","block_type":"box","text":"establishing an ad hoc transaction committee to undertake an independent assessment of a significant merger or","page_number":108,"box":{"x":116,"y":179,"width":767,"height":12}},{"id":"cb056e5a-631c-46f2-819f-13be5055e6ed","block_type":"box","text":"acquisition, in advance of making its recommendation to shareholders.","page_number":108,"box":{"x":116,"y":194,"width":475,"height":12}},{"id":"3163f42b-2ea0-4b9c-bd9e-e4e0555676aa","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":108,"box":{"x":116,"y":221,"width":698,"height":12}},{"id":"a177277e-7ded-4541-a116-e73521fa4b5f","block_type":"box","text":"Anti-takeover defenses","page_number":108,"box":{"x":116,"y":249,"width":196,"height":11}},{"id":"58b078e7-9f2d-4436-aea7-ab200fa12025","block_type":"box","text":"In principle, we do not support companies using anti-takeover defenses, also known as poison pills or","page_number":108,"box":{"x":116,"y":277,"width":767,"height":12}},{"id":"dbef1d88-6a33-4dd5-a91d-191b770005b8","block_type":"box","text":"shareholder rights plans, as they can entrench management and boards which have not delivered long-term","page_number":108,"box":{"x":117,"y":293,"width":766,"height":11}},{"id":"178c2879-8223-499c-9dd2-8293ef2671f2","block_type":"box","text":"shareholder value. By exception, a poison pill may be supported if its purpose is to delay a takeover that is","page_number":108,"box":{"x":117,"y":308,"width":766,"height":12}},{"id":"33eb1c28-8213-4977-8ce2-159b3ddb3eb4","block_type":"box","text":"considered sub-optimal and enable management to seek an improved offer. Similarly, management could make","page_number":108,"box":{"x":116,"y":324,"width":767,"height":11}},{"id":"17c5d240-54b9-4f92-9978-593518d8d59f","block_type":"box","text":"the case to use a poison pill to block a shareholder activism campaign that may be counter to the interests of","page_number":108,"box":{"x":116,"y":339,"width":768,"height":12}},{"id":"bf8ab504-4140-45d2-9fac-d67d1814f43a","block_type":"box","text":"other investors. Defense mechanisms introduced in these circumstances should be limited in term and threshold,","page_number":108,"box":{"x":116,"y":355,"width":766,"height":10}},{"id":"3d8c91bc-bd87-46f3-bf68-fdf7c0b6e49e","block_type":"box","text":"and also be closely monitored by the independent members of the board. We consider it good practice for","page_number":108,"box":{"x":116,"y":370,"width":767,"height":12}},{"id":"4256d164-9d4a-43c1-894c-b7dc4e4e2715","block_type":"box","text":"companies to put to a shareholder vote any mechanisms expected to be in place for more than 12 months.","page_number":108,"box":{"x":116,"y":386,"width":709,"height":11}},{"id":"8877b68f-8442-4d44-820b-fc01c123a57d","block_type":"box","text":"Shareholder activism","page_number":108,"box":{"x":116,"y":413,"width":183,"height":11}},{"id":"0744ed83-9155-414e-82d8-77c34770eb63","block_type":"box","text":"When companies are the focus of an activism campaign, we may communicate with the activist to understand","page_number":108,"box":{"x":116,"y":442,"width":767,"height":11}},{"id":"9f7c416d-cafc-4470-9de1-caa3c0f43535","block_type":"box","text":"their analysis and objectives, once they have publicly disclosed their campaign. We may also engage with","page_number":108,"box":{"x":116,"y":457,"width":767,"height":12}},{"id":"f05b6fb0-fdd8-4af9-a37b-01ee94ee192d","block_type":"box","text":"company management and possibly board members, especially those the activist may be seeking to replace. In","page_number":108,"box":{"x":116,"y":473,"width":767,"height":11}},{"id":"66e41b96-f25b-44d3-b20b-e04126b17d74","block_type":"box","text":"our assessment, we evaluate various factors, including the concerns raised by the activist and the case for change;","page_number":108,"box":{"x":116,"y":488,"width":766,"height":12}},{"id":"9cbf60e6-71cb-48da-b6f4-1fe6229afdd2","block_type":"box","text":"the quality of both the activist’s and management’s plans; and the qualifications of each party’s candidates. We","page_number":108,"box":{"x":116,"y":504,"width":767,"height":11}},{"id":"252a2bb9-3b04-4209-9824-c939ae0264d3","block_type":"box","text":"evaluate each contested situation by assessing the potential financial outcome for our clients as minority","page_number":108,"box":{"x":116,"y":519,"width":767,"height":12}},{"id":"d906317c-7cec-41dc-a672-c0868002c1d3","block_type":"box","text":"shareholders.","page_number":108,"box":{"x":117,"y":535,"width":87,"height":9}},{"id":"e6f877d7-d96d-4480-8187-e87c0b085b2e","block_type":"box","text":"We may support board candidates nominated by a shareholder activist if BAIS, in its independent judgment, or","page_number":108,"box":{"x":116,"y":564,"width":767,"height":11}},{"id":"199d9e22-d1a8-49e1-b4b9-ba78a6562b73","block_type":"box","text":"the relevant portfolio manager has determined that there is a case for change to enhance shareholder value, or if","page_number":108,"box":{"x":116,"y":579,"width":768,"height":12}},{"id":"2b558b06-1b92-4b4e-93b7-3b21db6d5fa3","block_type":"box","text":"the incumbent board members do not demonstrate the relevant skills and expertise or have a poor track record of","page_number":108,"box":{"x":116,"y":595,"width":768,"height":11}},{"id":"27f964d4-bf37-41a1-aa96-82f6c0e0021e","block_type":"box","text":"protecting shareholders’ interests.","page_number":108,"box":{"x":116,"y":610,"width":227,"height":12}},{"id":"f2a87446-4384-4a75-89ea-bac5789a4219","block_type":"box","text":"Significant shareholders and related party transactions","page_number":108,"box":{"x":116,"y":638,"width":474,"height":14}},{"id":"8190f5e5-0633-4198-9cd3-1d50c07915ff","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should give equitable consideration to the interests","page_number":108,"box":{"x":116,"y":666,"width":766,"height":12}},{"id":"b18f432b-0631-472e-a921-aa89634cf52d","block_type":"box","text":"of all shareholders when evaluating related party transactions.","page_number":108,"box":{"x":116,"y":682,"width":416,"height":12}},{"id":"9a49b0d4-7ab5-4124-b05c-dd054da97b87","block_type":"box","text":"We consider it good practice for transactions with related parties, such as significant shareholders or companies","page_number":108,"box":{"x":116,"y":711,"width":767,"height":12}},{"id":"fd49ad6d-af76-4449-940b-ac75729e32e9","block_type":"box","text":"affiliated with the public company, to be disclosed in detail and conducted on terms similar to what would","page_number":108,"box":{"x":116,"y":726,"width":767,"height":12}},{"id":"ba150798-9180-4cb7-8bb3-1c86bc175a3d","block_type":"box","text":"objectively have been agreed with a non-related party. In our view, such transactions should be reviewed and","page_number":108,"box":{"x":116,"y":742,"width":767,"height":12}},{"id":"737e573e-68c3-4341-b531-09761dffbdcd","block_type":"box","text":"approved by the independent members of the board, and if voted on, only disinterested shareholders should vote.","page_number":108,"box":{"x":116,"y":757,"width":759,"height":12}},{"id":"5a74a0be-3af8-489a-9195-1632e2065dd2","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":108,"box":{"x":117,"y":784,"width":564,"height":18}},{"id":"862e8370-f9d5-4db6-8bdd-1d94008070b3","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":108,"box":{"x":116,"y":816,"width":767,"height":12}},{"id":"4e388812-4b1f-45f2-ac86-1feba00fdb05","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and","page_number":108,"box":{"x":116,"y":832,"width":767,"height":11}},{"id":"28b72ce0-3a99-4c76-a740-0432e17405b4","block_type":"box","text":"potential for the company to create shareholder value over time. We consider it good practice for the board to","page_number":108,"box":{"x":116,"y":847,"width":767,"height":12}},{"id":"bb39db3a-17f8-48a0-8920-50c73b539c34","block_type":"box","text":"oversee corporate reporting and the policies and procedures underpinning the internal audit function and external","page_number":108,"box":{"x":116,"y":863,"width":767,"height":11}},{"id":"551aaedf-428d-4f6e-bb56-69dcdaff80cb","block_type":"box","text":"audit.","page_number":108,"box":{"x":116,"y":878,"width":36,"height":9}},{"id":"2e3ace2f-8ba5-4f8b-80c3-f2a27ec2cfb5","block_type":"box","text":"B-12","page_number":108,"box":{"x":483,"y":909,"width":33,"height":9}},{"id":"713cf22e-581e-41a6-8eaa-76e9523630df","block_type":"box","text":"NM1026U-5982768-108/119","page_number":108,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"9d453462-4f6b-4592-a5de-c211493584e4","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors, and other","page_number":109,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"eb5a23f5-ced1-46ad-8ea5-329c279f25dd","block_type":"box","text":"stakeholders, on its financial performance and position. It should provide an accurate and balanced assessment of","page_number":109,"box":{"x":117,"y":103,"width":767,"height":12}},{"id":"a672ab03-fefb-41d4-a4e3-b37f5581f261","block_type":"box","text":"the risks and opportunities the company faces in realizing its long-term strategy. Accordingly, the assumptions","page_number":109,"box":{"x":116,"y":119,"width":766,"height":11}},{"id":"3ab3d0f5-e0dc-4b76-9021-7e03e8342fa1","block_type":"box","text":"made by management and reviewed by the auditor in preparing the financial statements should be reasonable and","page_number":109,"box":{"x":116,"y":134,"width":767,"height":12}},{"id":"995d65b6-104a-4268-b750-f54a4102a9e7","block_type":"box","text":"justified. Financial statements should be prepared in accordance with globally developed reporting standards and","page_number":109,"box":{"x":114,"y":150,"width":769,"height":11}},{"id":"58b05f2e-bdf3-4ce1-8661-7c09262163ce","block_type":"box","text":"any divergence from generally accepted accounting principles should be explained in detail and justified.","page_number":109,"box":{"x":116,"y":165,"width":766,"height":12}},{"id":"b5f4d842-fb4e-4d55-a5e5-379923093afa","block_type":"box","text":"Accounting restatements should be explained in detail and any remedial actions, and the implications of these,","page_number":109,"box":{"x":116,"y":181,"width":766,"height":11}},{"id":"b62f2314-598b-43dc-bb0d-ebad6229cf4e","block_type":"box","text":"disclosed.","page_number":109,"box":{"x":116,"y":196,"width":65,"height":9}},{"id":"bd6c7d34-c1ed-4b8a-a010-de316849eb4c","block_type":"box","text":"In this context, audit committees play a vital role in a company’s financial reporting system by providing","page_number":109,"box":{"x":116,"y":227,"width":767,"height":12}},{"id":"f13f9e3b-b07e-42cc-9515-b7c39512a39c","block_type":"box","text":"independent oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial","page_number":109,"box":{"x":116,"y":243,"width":767,"height":11}},{"id":"654ae7d4-2639-44e3-ae7b-07d11c9e9ba6","block_type":"box","text":"information, internal control frameworks and Enterprise Risk Management systems. In our view, effective audit","page_number":109,"box":{"x":116,"y":258,"width":767,"height":12}},{"id":"76f503f4-32ab-4563-ba62-e748735ed74a","block_type":"box","text":"committee oversight strengthens the quality and reliability of a company’s financial statements and provides an","page_number":109,"box":{"x":116,"y":274,"width":767,"height":11}},{"id":"3ca167b5-d0f9-4ced-8e51-f5ceee5fa3f6","block_type":"box","text":"important level of reassurance to shareholders. Audit committees should have a procedure in place for assessing","page_number":109,"box":{"x":116,"y":289,"width":767,"height":12}},{"id":"3f00ffed-79fc-4b33-a144-84c36cc656e1","block_type":"box","text":"the independence of the auditor and the quality of the external audit process annually.","page_number":109,"box":{"x":116,"y":305,"width":576,"height":11}},{"id":"b91987a4-ee3d-49e7-818a-c464325e0730","block_type":"box","text":"Similarly, we encourage companies to disclose material sustainability-related factors that are integral to how a","page_number":109,"box":{"x":116,"y":336,"width":767,"height":11}},{"id":"f742770f-bcf6-45f0-91b0-c46d3070fd4e","block_type":"box","text":"company manages risks or generates revenue. BAIS finds it helpful to our understanding when companies","page_number":109,"box":{"x":116,"y":351,"width":767,"height":12}},{"id":"fe8cb61c-f114-49bd-b659-8aa4967d9ac6","block_type":"box","text":"provide robust, standardized disclosures on their material sustainability-related risks and opportunities. The","page_number":109,"box":{"x":116,"y":367,"width":767,"height":11}},{"id":"7c1fca5a-4c3a-4983-a27e-6fa3267f93e1","block_type":"box","text":"International Sustainability Standards Board (ISSB) is one entity working to meet these objectives through its","page_number":109,"box":{"x":116,"y":382,"width":767,"height":12}},{"id":"631ac992-d96b-4821-b7c6-94a28e622ab1","block_type":"box","text":"reporting standards, which may be helpful to companies in preparing such reports.","page_number":109,"box":{"x":116,"y":398,"width":557,"height":11}},{"id":"ff990055-698b-4142-a893-a3e54396036f","block_type":"box","text":"9","page_number":109,"box":{"x":675,"y":398,"width":4,"height":5}},{"id":"55730f5b-3d62-42cf-b097-592d139572b3","block_type":"box","text":"However, we do not mandate","page_number":109,"box":{"x":685,"y":398,"width":198,"height":10}},{"id":"dd6ff077-20a3-4323-8aba-0139c65c177f","block_type":"box","text":"any specific disclosure framework, and note that companies in certain jurisdictions are subject to mandatory","page_number":109,"box":{"x":116,"y":413,"width":767,"height":12}},{"id":"3de015f0-e2cd-4b2b-917a-f13a8c94e56a","block_type":"box","text":"reporting requirements under standards specified by policy makers.","page_number":109,"box":{"x":116,"y":429,"width":453,"height":11}},{"id":"70e369d0-a679-483b-9d14-33745b383b99","block_type":"box","text":"10","page_number":109,"box":{"x":571,"y":429,"width":10,"height":5}},{"id":"fad51fec-2114-413d-b5e8-a3d76e59ca3b","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s","page_number":109,"box":{"x":116,"y":460,"width":767,"height":11}},{"id":"2e32aa72-0c60-414a-89ea-a9134e045756","block_type":"box","text":"business, risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and","page_number":109,"box":{"x":116,"y":475,"width":767,"height":12}},{"id":"9fbd6790-14a6-4b0d-b373-5d2a84eb335d","block_type":"box","text":"potentially other stakeholders, can be a useful mechanism for ensuring that senior management and the board are","page_number":109,"box":{"x":116,"y":491,"width":767,"height":11}},{"id":"7435114b-96c7-4fd5-8e82-19b1982b64fd","block_type":"box","text":"aware of potential misconduct or breaches in risk management and internal control processes.","page_number":109,"box":{"x":116,"y":506,"width":630,"height":12}},{"id":"4be43318-c8fc-4197-a0b9-236621b48dfe","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality","page_number":109,"box":{"x":116,"y":537,"width":767,"height":12}},{"id":"d3406f8b-c864-44a7-abf0-385373c2e06a","block_type":"box","text":"of corporate reporting. It is helpful when the audit report gives some insight into the scope and focus of the audit,","page_number":109,"box":{"x":116,"y":553,"width":766,"height":11}},{"id":"7f52a118-e719-41e9-a46d-80d796b9883b","block_type":"box","text":"as well as any critical audit matters identified and how these were resolved. A comprehensive and effective audit","page_number":109,"box":{"x":116,"y":568,"width":767,"height":12}},{"id":"cc5ae98e-72a3-4b9b-a079-4706a218624c","block_type":"box","text":"is time and resource intensive, and the audit fee should be commensurate. Fees paid to the audit firm for","page_number":109,"box":{"x":116,"y":584,"width":767,"height":11}},{"id":"5cd1ee6c-80a1-482f-b968-0d7d6580f358","block_type":"box","text":"non-audit consulting should not exceed the audit fee to a degree that may prompt concerns about the","page_number":109,"box":{"x":116,"y":599,"width":767,"height":12}},{"id":"ca2d9462-baf2-4d72-bb78-80d3de77eebf","block_type":"box","text":"independence of the audit. The audit committee should explain its position on auditor tenure and how it","page_number":109,"box":{"x":116,"y":615,"width":767,"height":11}},{"id":"75c6e611-ed6e-4c4d-88ba-0e3b1306d1bc","block_type":"box","text":"confirmed that the auditor remained independent.","page_number":109,"box":{"x":116,"y":630,"width":332,"height":12}},{"id":"97b2d9ee-a3cb-4446-b4b7-26005eaf87d0","block_type":"box","text":"We may vote against the election of the responsible directors if corporate reporting is insufficient or there are","page_number":109,"box":{"x":116,"y":661,"width":767,"height":12}},{"id":"500dd512-e78d-48e9-8c9d-1bfb7d0f5db8","block_type":"box","text":"material misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve","page_number":109,"box":{"x":116,"y":677,"width":767,"height":11}},{"id":"c4c707b1-5d33-4557-8dae-66e74ff6381f","block_type":"box","text":"the financial statements or the discharge of the board when we are concerned about the quality of corporate","page_number":109,"box":{"x":116,"y":692,"width":767,"height":12}},{"id":"961ef12d-26a8-44fc-af92-4c67f4772369","block_type":"box","text":"reporting or the audit. We may vote against proposals to appoint the auditor, ratify the audit report, or approve","page_number":109,"box":{"x":116,"y":708,"width":767,"height":11}},{"id":"42a1e784-26dc-4b66-885a-ba2559d3698b","block_type":"box","text":"the audit fee if we are concerned about the auditor’s independence, the quality of the audit, or there are material","page_number":109,"box":{"x":116,"y":723,"width":767,"height":12}},{"id":"b0d6d372-d9ea-4cbb-9e7b-7ecec04ebe17","block_type":"box","text":"misstatements in financial reports and the board has not established reasonable remediation plans.","page_number":109,"box":{"x":116,"y":739,"width":659,"height":11}},{"id":"b2671fb6-b1e4-488d-965c-c31cdeee6aad","block_type":"box","text":"9","page_number":109,"box":{"x":116,"y":815,"width":4,"height":5}},{"id":"1aceb6ff-7523-45b2-8319-236565f5ef0a","block_type":"box","text":"The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. Please refer to","page_number":109,"box":{"x":124,"y":815,"width":754,"height":10}},{"id":"33d43735-bf63-4fe8-89b4-bff7156bf4e3","block_type":"box","text":"the IFRS website to learn more about the framework and standards S1 “General Requirements for Disclosure of Sustainability-related","page_number":109,"box":{"x":116,"y":828,"width":720,"height":10}},{"id":"e297c2ed-7059-4dc9-a821-b9496e8bff6b","block_type":"box","text":"Financial Information” and S2 “Climate-related Disclosures.”","page_number":109,"box":{"x":116,"y":841,"width":331,"height":7}},{"id":"a61c81bb-317a-4909-932d-b54661f67464","block_type":"box","text":"10","page_number":109,"box":{"x":117,"y":854,"width":7,"height":5}},{"id":"545abc21-533f-4969-bc3e-55abdb8aa9d1","block_type":"box","text":"See, for examples, https://www.ifrs.org/news-and-events/news/2025/06/ifrs-foundation-publishes-jurisdictional-profiles-issb-standa","page_number":109,"box":{"x":129,"y":854,"width":712,"height":10}},{"id":"f85c5379-bc1b-4c4f-b1ab-9b2e62534bb6","block_type":"box","text":"rds/ and","page_number":109,"box":{"x":841,"y":854,"width":42,"height":7}},{"id":"ea17a635-ab55-4933-ac88-6604fe6094b5","block_type":"box","text":"https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and-auditing/company-reporting/corpo","page_number":109,"box":{"x":116,"y":867,"width":713,"height":9}},{"id":"0588dcc9-3f6c-49e2-bfd5-a25b8d48d0a9","block_type":"box","text":"rate","page_number":109,"box":{"x":830,"y":868,"width":24,"height":6}},{"id":"34306663-2d58-4ab9-a7f8-dc467507d63e","block_type":"box","text":"sustainability-reporting_en","page_number":109,"box":{"x":116,"y":880,"width":145,"height":9}},{"id":"9dbb14cd-2b0b-4645-bc6f-a86cedf30324","block_type":"box","text":"B-13","page_number":109,"box":{"x":483,"y":909,"width":32,"height":9}},{"id":"29484971-8e06-4683-8e07-81e3a2d2efbf","block_type":"box","text":"NM1026U-5982768-109/119","page_number":109,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"c95b0bb0-18f0-432e-bda4-088e95994540","block_type":"box","text":"Shareholder rights and protections","page_number":110,"box":{"x":117,"y":87,"width":400,"height":19}},{"id":"8616c98e-4f9b-4b21-a30f-90158e971d06","block_type":"box","text":"General shareholder meetings","page_number":110,"box":{"x":116,"y":122,"width":258,"height":14}},{"id":"b647e153-e6c6-4c34-98bd-9bd69645702e","block_type":"box","text":"Companies normally have an annual general meeting of shareholders at which routine and non-routine items of","page_number":110,"box":{"x":116,"y":153,"width":768,"height":11}},{"id":"376cbeeb-3b28-47ef-bf96-4e06e5f6118c","block_type":"box","text":"business are discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should","page_number":110,"box":{"x":116,"y":168,"width":767,"height":12}},{"id":"b8f83b63-35ab-4278-afcf-78976c630b24","block_type":"box","text":"disclose materials relevant to the shareholder meeting sufficiently in advance so that shareholders can take them","page_number":110,"box":{"x":116,"y":184,"width":767,"height":11}},{"id":"039ae941-dcb2-411b-80fb-21ba92bae776","block_type":"box","text":"into consideration in their voting decisions. Many companies offer shareholders the option of participating in the","page_number":110,"box":{"x":116,"y":199,"width":767,"height":12}},{"id":"ba62e20d-2e4a-4b66-acba-c7e5b9d3c767","block_type":"box","text":"meeting virtually which, whilst welcome, should not limit the rights of shareholders to participate as they would","page_number":110,"box":{"x":116,"y":215,"width":767,"height":11}},{"id":"0f87587e-6c4a-407b-b9b6-d913aa5ffd52","block_type":"box","text":"during an in-person meeting.","page_number":110,"box":{"x":116,"y":230,"width":193,"height":12}},{"id":"ea8b515c-b3f6-4ed6-b09b-67d609d95ac8","block_type":"box","text":"We may vote against directors when materials related to the business of the shareholder meeting are not provided","page_number":110,"box":{"x":116,"y":262,"width":767,"height":11}},{"id":"fa5d46da-95bb-4115-a4a6-835e1b124a32","block_type":"box","text":"in a timely manner or do not provide sufficient information for us to make an informed voting decision. We may","page_number":110,"box":{"x":116,"y":277,"width":767,"height":12}},{"id":"de9af5ff-46de-41bd-8981-d16bf5c23d68","block_type":"box","text":"vote against directors if the format of the shareholder meeting does not accommodate reasonable shareholder","page_number":110,"box":{"x":116,"y":293,"width":767,"height":11}},{"id":"0d24abee-a3fa-4c8a-9610-85f78e2ac900","block_type":"box","text":"participation.","page_number":110,"box":{"x":116,"y":308,"width":88,"height":12}},{"id":"e7ce7785-163d-4715-8f65-75d5fa579fd0","block_type":"box","text":"Bylaw amendments","page_number":110,"box":{"x":116,"y":338,"width":168,"height":14}},{"id":"5d2a271a-4ddf-41b8-90f7-84352445ffe4","block_type":"box","text":"We review bylaw amendments proposed by management on a case-by-case basis and will generally support those","page_number":110,"box":{"x":116,"y":368,"width":767,"height":12}},{"id":"11a131c7-2a58-435c-83a2-c7ddf3c1fc6e","block_type":"box","text":"that are aligned with the interests of minority shareholders. Any material changes to the bylaws should be","page_number":110,"box":{"x":116,"y":384,"width":767,"height":11}},{"id":"b73a97ab-6d9a-4ff9-8031-9bb10f57c891","block_type":"box","text":"explained in detail and put to a shareholder vote.","page_number":110,"box":{"x":116,"y":399,"width":327,"height":12}},{"id":"f0464c30-76fb-48e8-92cd-de1838e30e3e","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections or introduce additional","page_number":110,"box":{"x":116,"y":431,"width":767,"height":11}},{"id":"0e708c06-86d4-4559-afc7-bd744c7697e4","block_type":"box","text":"burdens. We may vote against directors if material changes are made to the bylaws without shareholder approval.","page_number":110,"box":{"x":116,"y":446,"width":764,"height":12}},{"id":"e5306f0c-57cc-4474-89b8-51a1a3fa4e48","block_type":"box","text":"If not provided for in the relevant corporate law, company bylaws should allow shareholders, individually or as a","page_number":110,"box":{"x":116,"y":478,"width":767,"height":11}},{"id":"90c8065a-bd8e-4f77-9743-c2fc30cb0fbd","block_type":"box","text":"group, with a meaningful shareholding, the right to call a special meeting of shareholders. The shareholding","page_number":110,"box":{"x":116,"y":493,"width":767,"height":12}},{"id":"af3c7d7c-93c9-4c53-ab9d-ea8e02ccb189","block_type":"box","text":"required to exercise this right should balance its utility with the cost to the company of holding special","page_number":110,"box":{"x":116,"y":509,"width":767,"height":11}},{"id":"6aae8990-7fd5-4b84-b117-1ab0cf5fae0c","block_type":"box","text":"meetings.","page_number":110,"box":{"x":116,"y":524,"width":63,"height":12}},{"id":"7db5443d-9e29-455f-82b2-cf84b1b5c684","block_type":"box","text":"If not provided for in the relevant corporate law, company bylaws should allow shareholders, individually or as a","page_number":110,"box":{"x":116,"y":556,"width":767,"height":11}},{"id":"e1d160eb-d335-48aa-8485-64990910311a","block_type":"box","text":"group, with a meaningful shareholding, the right to nominate directors to the company’s board. The threshold for","page_number":110,"box":{"x":116,"y":571,"width":767,"height":12}},{"id":"97147a25-2276-4999-8d22-3a826703dce1","block_type":"box","text":"this right should be set so that shareholders can exercise it without being unduly disruptive to the board’s own","page_number":110,"box":{"x":116,"y":587,"width":767,"height":11}},{"id":"ad6fb28d-e1ba-4321-8ea2-21a59116e885","block_type":"box","text":"nomination process.","page_number":110,"box":{"x":116,"y":602,"width":134,"height":12}},{"id":"0efa3e60-caa8-483c-8977-e435c64d76a1","block_type":"box","text":"Whilst we would not use either of these rights ourselves, we see them as important accountability mechanisms.","page_number":110,"box":{"x":116,"y":633,"width":766,"height":12}},{"id":"be0f91b1-6d2f-4d3f-a718-7d3e129c659a","block_type":"box","text":"We may vote for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":110,"box":{"x":116,"y":649,"width":765,"height":12}},{"id":"571bc4ba-648a-4e33-9c46-c92b5a4357be","block_type":"box","text":"Change of domicile","page_number":110,"box":{"x":117,"y":678,"width":164,"height":14}},{"id":"74446266-4908-4377-a78c-442244c0b9e9","block_type":"box","text":"We generally defer to management on proposals to change a company’s domicile as long as the rationale for","page_number":110,"box":{"x":116,"y":709,"width":767,"height":12}},{"id":"ee84a941-76b6-4bf7-8b21-e0fe90357ce3","block_type":"box","text":"doing so is consistent with the company’s long-term strategy and business model and the related costs are","page_number":110,"box":{"x":116,"y":725,"width":767,"height":11}},{"id":"7fbeacf3-babe-4e91-8cc4-d1b8731f49d9","block_type":"box","text":"immaterial.","page_number":110,"box":{"x":116,"y":740,"width":76,"height":9}},{"id":"4cc35e7c-2827-4263-8a1e-33e8089ba14d","block_type":"box","text":"We may vote against directors or a proposal to change a company’s domicile where it does not seem aligned with","page_number":110,"box":{"x":116,"y":771,"width":767,"height":12}},{"id":"d9f2e904-c0c2-4736-9102-6e2611147ca0","block_type":"box","text":"our clients’ financial interests.","page_number":110,"box":{"x":116,"y":787,"width":203,"height":9}},{"id":"5609e16e-c252-4e96-8ac1-76a1e582ff2c","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":110,"box":{"x":117,"y":816,"width":524,"height":14}},{"id":"726264ae-4c41-46d6-b571-2285f8a8cd0a","block_type":"box","text":"Plans to materially change the nature of a company’s business or its purpose should be disclosed and explained in","page_number":110,"box":{"x":116,"y":847,"width":767,"height":12}},{"id":"867695d9-8a3b-4940-b1fb-d507fcba821b","block_type":"box","text":"the context of long-term strategy and business dynamics. Such changes may significantly alter an investor’s","page_number":110,"box":{"x":116,"y":863,"width":766,"height":11}},{"id":"411b5887-265e-420d-8133-82a5c4e5d2df","block_type":"box","text":"views on the suitability of a company for their investment strategy or portfolio.","page_number":110,"box":{"x":116,"y":878,"width":532,"height":12}},{"id":"a8579b6a-05ce-4e0d-b55b-6e98f9909059","block_type":"box","text":"B-14","page_number":110,"box":{"x":483,"y":909,"width":33,"height":9}},{"id":"1db2f746-96aa-4ff9-977f-f9f3259fcf2d","block_type":"box","text":"NM1026U-5982768-110/119","page_number":110,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"ff80723d-9126-4d63-ae33-1b5cff1ea80a","block_type":"box","text":"Where relevant, we may vote against proposals to change a company’s purpose or the nature of its business if the","page_number":111,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"d9d34180-aa76-4ef8-b516-a9bcf84ace50","block_type":"box","text":"board has not provided a credible argument for change.","page_number":111,"box":{"x":116,"y":103,"width":372,"height":12}},{"id":"adb925fc-6d26-4479-a9e3-2f111ea0c470","block_type":"box","text":"Shareholder proposals","page_number":111,"box":{"x":117,"y":131,"width":258,"height":19}},{"id":"b52317e1-e4d6-4818-bb4f-7114a990f5b5","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the","page_number":111,"box":{"x":116,"y":165,"width":767,"height":12}},{"id":"2008154c-4c55-4e17-9553-b686faedfeb3","block_type":"box","text":"general shareholder meeting asking a company to take a particular course of action subject to the proposal being","page_number":111,"box":{"x":116,"y":181,"width":767,"height":11}},{"id":"1b0d2c86-cc5b-4f72-a7f1-ac7d14c4c744","block_type":"box","text":"supported by a majority of votes cast at the meeting. The topics raised can address a range of matters that may be","page_number":111,"box":{"x":117,"y":196,"width":766,"height":12}},{"id":"15c7c218-9bb4-4a93-a101-daa96033fd57","block_type":"box","text":"relevant to a company’s business.","page_number":111,"box":{"x":116,"y":212,"width":226,"height":11}},{"id":"893300b5-6c0f-4290-b0cc-b1309fcf46e5","block_type":"box","text":"We vote on these proposals on a case-by-case basis. We assess the relevance of the topic raised to a company’s","page_number":111,"box":{"x":116,"y":243,"width":767,"height":11}},{"id":"8eda44d1-3dcb-456b-94e3-45e6db3664fe","block_type":"box","text":"business and its current approach, whether the actions sought are consistent with shareholders’ interests, and","page_number":111,"box":{"x":116,"y":258,"width":767,"height":12}},{"id":"c647e39f-aa7f-46ef-8ede-e1949e89ec3a","block_type":"box","text":"what impact the proposal being acted upon might have on financial performance.","page_number":111,"box":{"x":116,"y":274,"width":545,"height":11}},{"id":"ab2c8988-8bb4-4685-bb1a-9a522b1c19e0","block_type":"box","text":"Our general approach where we have concerns about a company’s governance, disclosures or performance is to","page_number":111,"box":{"x":116,"y":305,"width":767,"height":11}},{"id":"e0114ec1-51a2-4789-af4b-a337a85956ea","block_type":"box","text":"engage to understand the apparent difference in perspective. If we are concerned a company is not acting in","page_number":111,"box":{"x":116,"y":320,"width":767,"height":12}},{"id":"42e7974f-52a7-407b-a053-15bcea50852f","block_type":"box","text":"shareholders’ financial interests, we may vote against the election of directors. We may support a relevant","page_number":111,"box":{"x":117,"y":336,"width":766,"height":11}},{"id":"aef17958-2d2d-4d0c-ac12-468473b5ce01","block_type":"box","text":"shareholder proposal if doing so is aligned with our clients’ financial interests. We generally do not support","page_number":111,"box":{"x":117,"y":351,"width":766,"height":12}},{"id":"158f3079-6905-46bb-b8e0-b8ed44f16a5a","block_type":"box","text":"shareholder proposals that are legally binding on the company, seek to alter a company’s strategy or direct its","page_number":111,"box":{"x":117,"y":367,"width":766,"height":11}},{"id":"10263660-e50a-4e7d-b59f-e0aa3fae23c4","block_type":"box","text":"operations, or are unrelated to how a company manages risk or generates financial returns.","page_number":111,"box":{"x":116,"y":382,"width":609,"height":12}},{"id":"e2c199f1-15b2-457e-a711-cb5cc4170a6f","block_type":"box","text":"BlackRock is subject to rules, regulations, agency guidance and contractual agreements that place restrictions and","page_number":111,"box":{"x":116,"y":413,"width":767,"height":12}},{"id":"065b0f87-be0f-4e63-b890-74fe19d87b0e","block_type":"box","text":"limitations on how we can interact with the companies in which we invest on behalf of our clients, including our","page_number":111,"box":{"x":116,"y":429,"width":767,"height":11}},{"id":"e09cc764-9dfd-4e8a-b68e-9190aa8c0204","block_type":"box","text":"ability to submit shareholder proposals. We do not submit shareholder proposals but can vote, on behalf of","page_number":111,"box":{"x":116,"y":444,"width":768,"height":12}},{"id":"c5b4cf13-ec4e-434e-88fe-9e2ea13d86c8","block_type":"box","text":"clients who authorize us to do so, on proposals put forth by others.","page_number":111,"box":{"x":116,"y":460,"width":447,"height":11}},{"id":"a3238947-876b-429b-bbcd-1b760908023e","block_type":"box","text":"Corporate political activities","page_number":111,"box":{"x":117,"y":488,"width":326,"height":18}},{"id":"b494d046-e018-49c5-994d-b100f3368498","block_type":"box","text":"A corporation’s ability to engage in the policy process is subject to rules and regulations set by the jurisdictions","page_number":111,"box":{"x":116,"y":522,"width":766,"height":11}},{"id":"063e7935-33d3-4da9-a27f-3675c5235348","block_type":"box","text":"in which they engage. When a corporation reports material financial risk related to policy and or regulatory","page_number":111,"box":{"x":116,"y":537,"width":767,"height":12}},{"id":"e5a5515d-80e4-43ba-a541-4027a381718b","block_type":"box","text":"changes, BAIS may seek to understand how it is addressing the material risk identified. We seek to understand","page_number":111,"box":{"x":116,"y":553,"width":767,"height":11}},{"id":"f8e4f9c8-0806-4b62-80cb-05e80d17b1e3","block_type":"box","text":"how companies engage in corporate political activities and ensure that their participation is consistent with their","page_number":111,"box":{"x":116,"y":568,"width":767,"height":12}},{"id":"50b2ff31-f575-4f9e-9597-097534e50206","block_type":"box","text":"public statements on policy matters material to the company’s long-term strategy. The board should be aware of","page_number":111,"box":{"x":116,"y":584,"width":768,"height":11}},{"id":"419fd8eb-2ff5-4d06-b42f-710c21395eb3","block_type":"box","text":"the approach taken by management on corporate political activities as there can be reputational risks arising from","page_number":111,"box":{"x":116,"y":599,"width":767,"height":12}},{"id":"620b4f4c-b906-4124-a5a8-c50684b6428f","block_type":"box","text":"inconsistencies between a company’s policy engagement and stated policy positions. Companies should, as a","page_number":111,"box":{"x":116,"y":615,"width":767,"height":11}},{"id":"e0a94b2e-c1ff-4633-a36d-677b9b04d007","block_type":"box","text":"minimum, meet all regulatory disclosure requirements on political activities. We may engage a company where","page_number":111,"box":{"x":116,"y":630,"width":767,"height":12}},{"id":"380b8c75-0b10-4a10-878a-943d8add6e42","block_type":"box","text":"we would like to better understand its approach to policy engagement, where relevant.","page_number":111,"box":{"x":116,"y":646,"width":580,"height":11}},{"id":"b760cceb-e005-4e75-9200-8ca552f36988","block_type":"box","text":"To mitigate the risk of inconsistencies, companies may wish to assess the alignment between their policy","page_number":111,"box":{"x":116,"y":677,"width":767,"height":11}},{"id":"bb28efe3-cd12-4b8f-81fb-4b88b7e0ddf9","block_type":"box","text":"priorities and the policy positions of the trade associations of which they are active members and any","page_number":111,"box":{"x":116,"y":692,"width":767,"height":12}},{"id":"5905f8ff-18a7-4fbe-99c3-d361f179ebcf","block_type":"box","text":"engagements undertaken by trade associations on behalf of members.","page_number":111,"box":{"x":116,"y":708,"width":466,"height":11}},{"id":"4c0bb4bb-1e9c-4f56-aed0-c863d87648d9","block_type":"box","text":"We may support a relevant shareholder proposal, or vote against directors, where a company’s disclosures are","page_number":111,"box":{"x":116,"y":739,"width":767,"height":11}},{"id":"00379d08-b062-4d39-9b29-8c9ba5d7daa1","block_type":"box","text":"insufficient to address the material risk it has identified.","page_number":111,"box":{"x":116,"y":754,"width":375,"height":9}},{"id":"b13a90f5-a6b6-41a9-9708-a1849d2b9d16","block_type":"box","text":"B-15","page_number":111,"box":{"x":483,"y":909,"width":32,"height":9}},{"id":"9b8e039c-39d2-4e9f-a196-e36057e73c2e","block_type":"box","text":"NM1026U-5982768-111/119","page_number":111,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"10bbbf8a-edf0-4479-a7f2-3e8852e2a44d","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":112,"box":{"x":116,"y":87,"width":623,"height":19}},{"id":"6b643f15-e49e-4dd4-91a9-ea92e74e377e","block_type":"box","text":"We seek to understand how companies manage the material risks and opportunities inherent in their business","page_number":112,"box":{"x":116,"y":118,"width":767,"height":12}},{"id":"cbd06aa2-1d7f-404f-8194-0eb8ad68e7c3","block_type":"box","text":"operations. In our experience, sustainability-related factors","page_number":112,"box":{"x":116,"y":134,"width":396,"height":11}},{"id":"261223e7-8512-472e-8271-5d37f31c1971","block_type":"box","text":"11","page_number":112,"box":{"x":514,"y":134,"width":9,"height":5}},{"id":"10c79ca9-0041-4b5c-8da7-693cb5e2d96d","block_type":"box","text":"that are relevant to a company’s business or material","page_number":112,"box":{"x":528,"y":134,"width":355,"height":11}},{"id":"833cae34-8e2f-4c58-a2bc-18b3b1eb8acf","block_type":"box","text":"to its financial performance, are generally operational considerations embedded into day-to-day management","page_number":112,"box":{"x":116,"y":149,"width":767,"height":12}},{"id":"548d4bb7-01ac-4a58-87b7-c2445055479a","block_type":"box","text":"systems. Certain sustainability issues may also inform long-term strategic planning, for example, investing in","page_number":112,"box":{"x":117,"y":165,"width":766,"height":11}},{"id":"8c191a82-9cf8-4739-9465-a0e0f436fa1e","block_type":"box","text":"product innovation in anticipation of changing consumer demand or adapting supply chains in response to","page_number":112,"box":{"x":116,"y":180,"width":767,"height":12}},{"id":"65fea094-1e81-43ac-9429-2e363d5919e7","block_type":"box","text":"changing regulatory requirements.","page_number":112,"box":{"x":116,"y":196,"width":230,"height":11}},{"id":"6c09400e-b17c-4bc7-a86a-9d9f61771564","block_type":"box","text":"We recognize that the specific sustainability-related factors that may be financially material or business relevant","page_number":112,"box":{"x":116,"y":223,"width":767,"height":12}},{"id":"22fa074d-f3bc-4191-8553-a764b6ab9c48","block_type":"box","text":"will vary by company business model, sector, key markets, and time horizon, amongst other considerations.","page_number":112,"box":{"x":116,"y":239,"width":766,"height":11}},{"id":"2d2b4665-b017-41ad-acce-0a46691a113c","block_type":"box","text":"From company disclosures and our engagement, we aim to understand how management is identifying, assessing","page_number":112,"box":{"x":116,"y":254,"width":767,"height":12}},{"id":"cc2d2108-8a1e-4958-a506-7597836c69e7","block_type":"box","text":"and integrating material sustainability-related risks and opportunities into their business decision-making and","page_number":112,"box":{"x":116,"y":270,"width":767,"height":11}},{"id":"3c678ab5-8f40-422c-bea8-fd79d121668d","block_type":"box","text":"practices. Doing so helps us undertake a more holistic assessment of a company’s potential financial performance","page_number":112,"box":{"x":116,"y":285,"width":767,"height":12}},{"id":"b18c3fa1-45ba-4071-8f79-c56324bfe81e","block_type":"box","text":"and the likely risk-adjusted returns of an investment.","page_number":112,"box":{"x":116,"y":301,"width":354,"height":11}},{"id":"007a4446-c8ea-4656-a6ed-97ba3b45c3c1","block_type":"box","text":"We may vote against directors or support a relevant shareholder proposal if we have concerns about how a company is","page_number":112,"box":{"x":116,"y":328,"width":767,"height":12}},{"id":"0f36fe73-2469-49b2-9189-a144fb4eb6b9","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":112,"box":{"x":116,"y":343,"width":695,"height":12}},{"id":"aa7f1aac-b4a1-465c-87c2-5a686490ab5e","block_type":"box","text":"Key stakeholders","page_number":112,"box":{"x":116,"y":369,"width":197,"height":18}},{"id":"ce1d91fb-b8ab-4111-9618-391434e3c79d","block_type":"box","text":"In our view, companies should understand and take into consideration the interests of the various parties on","page_number":112,"box":{"x":116,"y":399,"width":767,"height":12}},{"id":"2e9428b1-e2ba-4c91-9180-1534f78070ed","block_type":"box","text":"whom they depend for their success over time. It is for each company to determine their key stakeholders based","page_number":112,"box":{"x":116,"y":415,"width":767,"height":12}},{"id":"1ea748d5-2cea-4720-b04a-259194feb763","block_type":"box","text":"on what is material to their business and long-term financial performance. For many companies, key stakeholders","page_number":112,"box":{"x":116,"y":430,"width":766,"height":12}},{"id":"80248232-0ad9-4d93-b04b-1405b41c68bc","block_type":"box","text":"include employees, business partners (such as suppliers and distributors), clients and consumers, regulators, and","page_number":112,"box":{"x":116,"y":446,"width":767,"height":12}},{"id":"b2c88a7d-196e-4b1f-b90d-c532a8fe74df","block_type":"box","text":"the communities in which they operate. Companies that appropriately balance the interests of investors and other","page_number":112,"box":{"x":116,"y":461,"width":767,"height":12}},{"id":"7633a12b-cb9a-4bbb-abc5-ce3dc75c3d0a","block_type":"box","text":"stakeholders are, in our experience, more likely to be financially resilient over time.","page_number":112,"box":{"x":117,"y":477,"width":563,"height":12}},{"id":"67c07791-397f-443e-a050-be6c936b3c5d","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":112,"box":{"x":117,"y":502,"width":585,"height":18}},{"id":"2ce44a50-b99e-417c-ac29-fdcbbed233ff","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives.","page_number":112,"box":{"x":116,"y":533,"width":766,"height":11}},{"id":"71d97cc8-208e-412d-a162-a51a34514a56","block_type":"box","text":"Consistent with the objectives of those investment strategies, our stewardship activity in relation to the holdings","page_number":112,"box":{"x":116,"y":548,"width":767,"height":12}},{"id":"7a23365c-421b-4104-a1eb-f69e25bf4aa5","block_type":"box","text":"in those funds differs in some respects from BAIS’ benchmark guidelines, which are described above.","page_number":112,"box":{"x":116,"y":564,"width":766,"height":11}},{"id":"3fc1a84d-0a24-4863-8145-0b36d77662a5","block_type":"box","text":"Specifically, for those funds’ holdings, we look to investee companies to demonstrate that they are aligned with a","page_number":112,"box":{"x":116,"y":579,"width":767,"height":12}},{"id":"b3c3cc25-27bc-4e09-bfb9-350ea197b7a5","block_type":"box","text":"decarbonization pathway that means their business model would be viable in a low-carbon economy, i.e., one in","page_number":112,"box":{"x":116,"y":595,"width":767,"height":12}},{"id":"7e2108b0-1a28-4daa-badc-f5210c101eaf","block_type":"box","text":"which global temperature rise is limited to 1.5°C above pre-industrial levels. In addition, clients in separately","page_number":112,"box":{"x":116,"y":610,"width":767,"height":12}},{"id":"81433234-50ed-4bab-9e76-d5dbe1a05b14","block_type":"box","text":"managed accounts may instruct BlackRock to apply these guidelines to their holdings. Both in the case of funds","page_number":112,"box":{"x":116,"y":626,"width":767,"height":12}},{"id":"4fcb2b8d-e5c6-4297-8053-18f41187e8ef","block_type":"box","text":"and separately managed accounts, these guidelines are only implemented upon explicit selection and approval by","page_number":112,"box":{"x":116,"y":641,"width":767,"height":12}},{"id":"3e4c7ad1-e902-4309-b953-433ea85c9500","block_type":"box","text":"the applicable fund board or client.","page_number":112,"box":{"x":116,"y":657,"width":234,"height":12}},{"id":"1c390c57-f133-454d-b53b-699d62f58cef","block_type":"box","text":"contribute to real world decarbonization or have a carbon intensive business model and face outsized impacts from the","page_number":112,"box":{"x":116,"y":684,"width":767,"height":12}},{"id":"be3e7e23-320b-4e5c-9ed9-7c1132507c00","block_type":"box","text":"low carbon transition, based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies","page_number":112,"box":{"x":116,"y":700,"width":767,"height":11}},{"id":"e6fc1b69-646d-46f7-bb6e-6f944b7c28cb","block_type":"box","text":"should provide disclosures that set out their governance, strategy, risk management processes and metrics and targets","page_number":112,"box":{"x":117,"y":715,"width":766,"height":12}},{"id":"58a54d65-e718-42e9-a093-b683e178b016","block_type":"box","text":"relevant to decarbonization. It is helpful to investors’ understanding when these disclosures include an explanation of the","page_number":112,"box":{"x":116,"y":731,"width":767,"height":11}},{"id":"fee6754a-76bf-46fa-8027-658f6288cb48","block_type":"box","text":"decarbonization scenarios a company is using in its near- and long-term planning, as well as its scope 1, scope 2 and","page_number":112,"box":{"x":116,"y":746,"width":767,"height":12}},{"id":"48bbf209-1253-4ee6-b4b5-94fcf77cc58f","block_type":"box","text":"material scope 3 greenhouse gas (GHG) emissions and reduction targets for scope 1 and 2 emissions. These","page_number":112,"box":{"x":116,"y":762,"width":767,"height":11}},{"id":"4474d554-46a4-469f-a7f0-88f870af9808","block_type":"box","text":"decarbonization stewardship guidelines focus on companies which produce goods and services that Under these climate","page_number":112,"box":{"x":116,"y":777,"width":767,"height":12}},{"id":"dd6d0e29-92ef-4364-8195-f3a022a7679a","block_type":"box","text":"11","page_number":112,"box":{"x":117,"y":802,"width":6,"height":5}},{"id":"e7661769-ab99-485f-89db-d89cb7264e63","block_type":"box","text":"By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business","page_number":112,"box":{"x":129,"y":802,"width":754,"height":10}},{"id":"aa38075c-57d8-435f-849d-4f1bc4668a86","block_type":"box","text":"model that have an environmental or social dependency or impact. Examples of environmental issues include, but are not limited to, water","page_number":112,"box":{"x":116,"y":815,"width":767,"height":10}},{"id":"65cb534b-ba48-4be5-a8f0-371e38ebd77c","block_type":"box","text":"use, land use, waste management, and climate risk. Examples of social issues include, but are not limited to, human capital management,","page_number":112,"box":{"x":116,"y":828,"width":767,"height":9}},{"id":"1344c6ea-81ba-4a1a-b311-6b12dfc78a32","block_type":"box","text":"impacts on the communities in which a company operates, customer loyalty, and relationships with regulators. It is our view that well","page_number":112,"box":{"x":116,"y":841,"width":767,"height":9}},{"id":"d097fc5c-1d6c-4896-9444-cffa7108e7c3","block_type":"box","text":"managed companies will effectively evaluate and manage material sustainability-related risks and opportunities relevant to their businesses.","page_number":112,"box":{"x":116,"y":854,"width":767,"height":9}},{"id":"03a1271a-8b30-44b9-bd63-460a66d17832","block_type":"box","text":"Governance is the core means by which boards can oversee the creation of durable financial value over time. Appropriate risk oversight of","page_number":112,"box":{"x":116,"y":867,"width":768,"height":9}},{"id":"e0ee1522-1551-48b1-9cf5-1061abc8cf90","block_type":"box","text":"business-relevant and material sustainability-related considerations is a component of a sound governance framework.","page_number":112,"box":{"x":116,"y":880,"width":634,"height":9}},{"id":"80ddcaa6-b4d6-4d16-bbcd-732c620c25b7","block_type":"box","text":"B-16","page_number":112,"box":{"x":483,"y":909,"width":33,"height":9}},{"id":"66d2f2d0-8679-4e90-ac22-1f0a8933cbd3","block_type":"box","text":"NM1026U-5982768-112/119","page_number":112,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"5e81b7ea-ac99-4ef6-b354-964ffaed47f6","block_type":"box","text":"and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a relevant","page_number":113,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"1d590c61-db62-4b70-a535-71d6c3b0392a","block_type":"box","text":"shareholder proposal if a company does not appear to be adequately acting to address or disclosing material climate","page_number":113,"box":{"x":117,"y":103,"width":765,"height":12}},{"id":"abc18ead-e059-4354-9acd-b644b73be99f","block_type":"box","text":"related risks, consistent with the parameters set out in these climate- and decarbonization-specific guidelines. We may","page_number":113,"box":{"x":116,"y":119,"width":767,"height":11}},{"id":"feb0c411-a3c6-465e-983f-be0df979977e","block_type":"box","text":"recommend supporting shareholder proposals seeking information relevant to a company’s stated low-carbon transition","page_number":113,"box":{"x":116,"y":134,"width":767,"height":12}},{"id":"5a3e379b-fd82-47df-a602-ff4423261da2","block_type":"box","text":"strategy or targets that the company does not currently provide and that would be helpful to investment decision-making.","page_number":113,"box":{"x":117,"y":150,"width":765,"height":11}},{"id":"d85af191-ba46-4026-bd76-42ac4429e827","block_type":"box","text":"We would not recommend support for shareholder proposals that seek to constrain board or management decision-making","page_number":113,"box":{"x":116,"y":165,"width":767,"height":12}},{"id":"e6ee87fb-39c2-4980-909f-6d70851c44cf","block_type":"box","text":"or direct specific business or strategic decisions. As under the BAIS benchmark approach, the active portfolio managers","page_number":113,"box":{"x":116,"y":181,"width":767,"height":11}},{"id":"7a39793e-11e9-441a-962e-3bfd287440a9","block_type":"box","text":"are ultimately responsible for voting consistent with their investment mandate and fund objectives. For the funds and","page_number":113,"box":{"x":116,"y":196,"width":767,"height":12}},{"id":"160b46a3-6618-418d-af52-523526127668","block_type":"box","text":"accounts in scope, voting on matters not related to climate risk and the energy transition is undertaken in line with BAIS’","page_number":113,"box":{"x":116,"y":212,"width":765,"height":11}},{"id":"8397f3e0-0891-4fdd-8155-406f118fba05","block_type":"box","text":"benchmark guidelines.","page_number":113,"box":{"x":116,"y":227,"width":141,"height":12}},{"id":"20b2a2aa-fbaf-4563-b2c2-e6f976709eb5","block_type":"box","text":"Appendix 1: How we fulfil and oversee our investment","page_number":113,"box":{"x":116,"y":258,"width":624,"height":18}},{"id":"1be888d7-6788-4053-bbed-6c96e7282e51","block_type":"box","text":"stewardship responsibilities for non-index equity investment","page_number":113,"box":{"x":116,"y":278,"width":692,"height":19}},{"id":"657eeacd-0e0c-4b99-bd16-d9c266a9e206","block_type":"box","text":"strategies","page_number":113,"box":{"x":116,"y":299,"width":108,"height":19}},{"id":"53e51a84-f520-48ad-a122-74534b278ea7","block_type":"box","text":"Oversight","page_number":113,"box":{"x":116,"y":336,"width":71,"height":11}},{"id":"de86bb86-15b6-4dfc-90ce-fc481ca15df8","block_type":"box","text":"The Global Head of BAIS has primary oversight of and responsibility for the team’s activities, including voting","page_number":113,"box":{"x":116,"y":367,"width":767,"height":11}},{"id":"af047851-0616-4b8a-8897-0965fba76734","block_type":"box","text":"in accordance with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines","page_number":113,"box":{"x":116,"y":382,"width":767,"height":12}},{"id":"eb43fe5b-ca86-4eb1-adcb-6f2274a0e80e","block_type":"box","text":"(the “Guidelines”), which require the application of professional judgment and consideration of each company’s","page_number":113,"box":{"x":116,"y":398,"width":767,"height":11}},{"id":"0c7686d5-8363-4268-a0eb-02c859e5eccc","block_type":"box","text":"unique circumstances, as well as input from active investors. BAIS is independent from BlackRock Investment","page_number":113,"box":{"x":116,"y":413,"width":767,"height":12}},{"id":"03ce34ed-870e-4777-9ecd-a48bb02dafaa","block_type":"box","text":"Stewardship in our engagement and voting activities, reporting lines, and oversight.","page_number":113,"box":{"x":116,"y":429,"width":563,"height":11}},{"id":"32d20580-0bee-472c-a78d-45b22931f438","block_type":"box","text":"The Stewardship Leaders Group, comprised of senior active investors and other relevant stakeholders in","page_number":113,"box":{"x":116,"y":463,"width":767,"height":11}},{"id":"9e46b871-949e-4651-8397-03cc2644b098","block_type":"box","text":"BlackRock’s legal, public policy, sustainability and communications teams, helps shape the firm’s approach to","page_number":113,"box":{"x":116,"y":478,"width":767,"height":12}},{"id":"62bb92c6-5eda-4303-88a7-3591f2dbefa6","block_type":"box","text":"investment stewardship on non-index equity investment strategies. The Group may advise on and review","page_number":113,"box":{"x":116,"y":494,"width":767,"height":11}},{"id":"21e1062d-8cbf-4c8d-96c3-a2c6cb0b6f39","block_type":"box","text":"amendments to BAIS’ policies and practices. It does not determine voting decisions, which are the responsibility","page_number":113,"box":{"x":116,"y":509,"width":767,"height":12}},{"id":"c2b3761a-403d-4fa2-b451-55cacc230810","block_type":"box","text":"of BAIS and the relevant active equity investors.","page_number":113,"box":{"x":116,"y":525,"width":327,"height":11}},{"id":"6f5f8b88-6ebb-453f-ae6f-565e94870840","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy","page_number":113,"box":{"x":116,"y":559,"width":767,"height":12}},{"id":"ba51b676-aa8f-4293-bc58-37fa2c9467e6","block_type":"box","text":"votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the","page_number":113,"box":{"x":116,"y":574,"width":767,"height":12}},{"id":"a47f5c16-40d5-4578-b88c-404b0ae9266f","block_type":"box","text":"Guidelines. BAIS also conducts research on corporate governance issues and participates in industry discussions","page_number":113,"box":{"x":116,"y":590,"width":767,"height":12}},{"id":"a5d09562-5a9f-478b-9a50-d93e40ae587d","block_type":"box","text":"to contribute to and keep abreast of important developments in the corporate governance field. BAIS may use","page_number":113,"box":{"x":116,"y":605,"width":767,"height":12}},{"id":"2ba5ab20-8ae5-4b14-9b2e-1d180691d1c9","block_type":"box","text":"third parties for certain of the foregoing activities and performs oversight of those third parties (see “Use and","page_number":113,"box":{"x":116,"y":621,"width":767,"height":12}},{"id":"982d387c-039d-4fc0-b4ab-faa6841352c9","block_type":"box","text":"oversight of third-party vote services providers” below).","page_number":113,"box":{"x":116,"y":636,"width":378,"height":12}},{"id":"b65d2946-3248-4cfd-a413-5b1521de478c","block_type":"box","text":"Voting guidelines and vote execution","page_number":113,"box":{"x":116,"y":680,"width":262,"height":11}},{"id":"d582c7bf-59b2-4b77-87cd-2b169c0d5787","block_type":"box","text":"BlackRock votes on proxy issues when our clients authorize us to do so. We carefully consider the voting items","page_number":113,"box":{"x":116,"y":705,"width":767,"height":11}},{"id":"0da7ce09-db67-4ac9-ac79-016726a4674c","block_type":"box","text":"submitted to funds and other fiduciary account(s) (Fund or Funds) for which we have voting authority.","page_number":113,"box":{"x":117,"y":720,"width":765,"height":12}},{"id":"7e79a4dd-7617-439e-bd4e-15e601fa8e82","block_type":"box","text":"BlackRock votes (or refrains from voting) for each Fund for which we have voting authority based on our","page_number":113,"box":{"x":116,"y":736,"width":767,"height":11}},{"id":"463291b6-3497-4716-9cfd-bf121bb9861d","block_type":"box","text":"evaluation of the alignment of the voting items with the long-term economic interests of our clients, in the","page_number":113,"box":{"x":116,"y":751,"width":767,"height":12}},{"id":"3d7c6ee7-72c3-4e53-bbe5-eb79953cad73","block_type":"box","text":"exercise of our independent business judgment, and without regard to the relationship of the issuer (or any","page_number":113,"box":{"x":116,"y":767,"width":767,"height":11}},{"id":"4750d6cd-a2c4-4828-b5f2-2f3593477b93","block_type":"box","text":"shareholder proponent or dissident shareholder) to the Fund, the Fund’s affiliates (if any), BlackRock or","page_number":113,"box":{"x":117,"y":782,"width":766,"height":12}},{"id":"0c3af229-b7b6-467a-bff7-9a4c670d5ede","block_type":"box","text":"BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,” below).","page_number":113,"box":{"x":116,"y":798,"width":753,"height":11}},{"id":"aaf3850f-4821-4b14-9186-edea90afcb4a","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the","page_number":113,"box":{"x":116,"y":832,"width":767,"height":11}},{"id":"f1767277-ffac-4e11-a7e0-1547db0535e2","block_type":"box","text":"Guidelines, although portfolio managers have the right to vote differently on their holdings if they determine","page_number":113,"box":{"x":116,"y":847,"width":767,"height":12}},{"id":"a1a3e2a2-1dca-4115-b298-2cd53263c3de","block_type":"box","text":"doing so is more aligned with the investment objective and financial interests of clients invested in the funds they","page_number":113,"box":{"x":116,"y":863,"width":767,"height":11}},{"id":"e3662d37-b9ee-496d-8f3a-dbe38fd75884","block_type":"box","text":"manage.","page_number":113,"box":{"x":116,"y":881,"width":55,"height":9}},{"id":"777fcea1-d2d0-43ae-a6e5-ceeee6c32142","block_type":"box","text":"B-17","page_number":113,"box":{"x":483,"y":909,"width":32,"height":9}},{"id":"0015a6da-b763-441d-a3df-bb102b52d952","block_type":"box","text":"NM1026U-5982768-113/119","page_number":113,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"d14c1fce-ae57-4b57-a97f-243080cbfb77","block_type":"box","text":"The Guidelines are not intended to be exhaustive. BAIS applies the Guidelines on a case-by-case basis, in the","page_number":114,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"febe5e1f-fc62-4cfc-b453-7fc66c807a85","block_type":"box","text":"context of the individual circumstances of each company and the specific issue under review. As such, the","page_number":114,"box":{"x":116,"y":103,"width":767,"height":12}},{"id":"9268b663-e1ee-4fd0-a95c-149b824849cc","block_type":"box","text":"Guidelines do not indicate how BAIS will vote in every instance. Rather, they reflect our view about corporate","page_number":114,"box":{"x":116,"y":119,"width":767,"height":11}},{"id":"ee321eec-dae1-4440-89b4-847195d5b958","block_type":"box","text":"governance issues generally, and provide insight into how we typically approach issues that are commonly put to","page_number":114,"box":{"x":116,"y":134,"width":767,"height":12}},{"id":"3335f794-9e8a-428b-94e3-94cf22cb76fc","block_type":"box","text":"a shareholder vote. The Guidelines are reviewed annually and updated as necessary to reflect changes in market","page_number":114,"box":{"x":116,"y":150,"width":767,"height":11}},{"id":"cf320e3b-000b-43bf-9d75-d3bdd98f7ae4","block_type":"box","text":"practices, developments in corporate governance and feedback from companies and clients. In this way, BAIS","page_number":114,"box":{"x":116,"y":165,"width":766,"height":12}},{"id":"effb6089-6c8f-442a-b14e-db7eb1c0e45e","block_type":"box","text":"aims to maintain policies that explain our approach to governance practices most aligned with clients’ long-term","page_number":114,"box":{"x":116,"y":181,"width":767,"height":11}},{"id":"47426a8f-e9f6-47c1-b53f-3eefb8e5d5ef","block_type":"box","text":"financial interests.","page_number":114,"box":{"x":116,"y":196,"width":122,"height":9}},{"id":"dd3f82d9-c6d1-4fe9-9f73-54ae59e81364","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BAIS’ ability to vote such proxies, as","page_number":114,"box":{"x":116,"y":226,"width":767,"height":12}},{"id":"a221e06a-2540-459c-b9b0-c85c7f16da09","block_type":"box","text":"well as the desirability of voting such proxies. These issues include, but are not limited to: i) untimely notice of","page_number":114,"box":{"x":116,"y":242,"width":768,"height":12}},{"id":"38c314a3-2fa6-4e53-9817-f87c196e51d3","block_type":"box","text":"shareholder meetings; ii) restrictions on a foreigner’s ability to exercise votes; iii) requirements to vote proxies in","page_number":114,"box":{"x":117,"y":257,"width":766,"height":12}},{"id":"7894d82e-3c4c-4011-b771-ef4c65030cc8","block_type":"box","text":"person; iv) “share-blocking” (requirements that investors who exercise their voting rights surrender the right to","page_number":114,"box":{"x":116,"y":273,"width":767,"height":12}},{"id":"d484a7bd-c907-4343-b850-4edf01cf49ec","block_type":"box","text":"dispose of their holdings from the point at which votes are submitted until after the after the shareholder meeting","page_number":114,"box":{"x":116,"y":288,"width":767,"height":12}},{"id":"7a1a6254-2a84-46a2-9c82-8c0788f1c550","block_type":"box","text":"has occurred); v) potential difficulties in translating the proxy; vi) regulatory constraints; and vii) requirements to","page_number":114,"box":{"x":116,"y":304,"width":767,"height":12}},{"id":"4cc7b674-f209-4699-b4c1-373666bd3657","block_type":"box","text":"provide local agents with powers of attorney to facilitate voting instructions. We are not supportive of","page_number":114,"box":{"x":116,"y":319,"width":768,"height":12}},{"id":"8720c8de-f1be-4b44-b328-7fd49e0f9248","block_type":"box","text":"impediments to the exercise of voting rights such as share-blocking or overly burdensome administrative","page_number":114,"box":{"x":116,"y":335,"width":767,"height":12}},{"id":"73bdb4a9-93fb-42f2-9679-9646047ff3ec","block_type":"box","text":"requirements.","page_number":114,"box":{"x":116,"y":350,"width":91,"height":12}},{"id":"00f7cf73-507a-4206-a8c8-00e7e4a20936","block_type":"box","text":"BlackRock votes proxies in these situations on a “best-efforts” basis. In addition, BAIS may determine that it is","page_number":114,"box":{"x":116,"y":381,"width":767,"height":11}},{"id":"d2d66e83-45d7-438e-bc2f-c1f9b3c45841","block_type":"box","text":"generally in the interests of BlackRock’s clients not to vote proxies (or not to vote our full allocation) if the costs","page_number":114,"box":{"x":116,"y":396,"width":767,"height":12}},{"id":"3a5f0fa1-c758-4e2f-a466-56013046da52","block_type":"box","text":"(including but not limited to opportunity costs associated with share-blocking constraints) associated with","page_number":114,"box":{"x":116,"y":412,"width":767,"height":11}},{"id":"ab2ad7a4-91e4-4826-bc62-da6e55c93c7f","block_type":"box","text":"exercising a vote are expected to outweigh the benefit the client would derive by voting on the proposal.","page_number":114,"box":{"x":116,"y":427,"width":702,"height":12}},{"id":"04e6a1dd-29f1-4021-9e1b-44753b9490b6","block_type":"box","text":"Voting Choice","page_number":114,"box":{"x":116,"y":455,"width":102,"height":11}},{"id":"ac5f6b1a-f7b7-42c2-aef9-a34e9ce1144a","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate","page_number":114,"box":{"x":116,"y":483,"width":767,"height":11}},{"id":"517cda8d-87bd-464f-9f77-ac5c05580b57","block_type":"box","text":"in the proxy voting process where legally and operationally viable.","page_number":114,"box":{"x":116,"y":498,"width":449,"height":12}},{"id":"4e10a51f-4229-4bb2-a22b-6300b0472c66","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S.,","page_number":114,"box":{"x":116,"y":529,"width":766,"height":11}},{"id":"fbf01b09-2b7d-4bc1-a4b2-7e05c549a087","block_type":"box","text":"UK, and Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional","page_number":114,"box":{"x":116,"y":544,"width":767,"height":12}},{"id":"79b312d9-f06b-4555-82a8-e3a40d0e4d6d","block_type":"box","text":"clients in separately managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their","page_number":114,"box":{"x":116,"y":560,"width":767,"height":11}},{"id":"7da2481b-4695-4c6b-9768-c43d2bb86a4e","block_type":"box","text":"investment strategies.","page_number":114,"box":{"x":116,"y":575,"width":145,"height":12}},{"id":"ffe02909-7333-469f-9544-f375e308f4df","block_type":"box","text":"12","page_number":114,"box":{"x":263,"y":575,"width":10,"height":6}},{"id":"9187c05c-8503-42a8-b56a-4509f018bf9c","block_type":"box","text":"As a result, the shares attributed to BlackRock in company share registers may be voted differently depending on","page_number":114,"box":{"x":116,"y":605,"width":767,"height":12}},{"id":"2c332102-8101-4aa4-987c-ac84389a7040","block_type":"box","text":"whether our clients have authorized BAIS to vote on their behalf, have authorized BlackRock to vote in","page_number":114,"box":{"x":116,"y":621,"width":767,"height":11}},{"id":"346e6dcb-3184-481a-bf77-53945b6f3857","block_type":"box","text":"accordance with a third-party policy, or have elected to vote shares in accordance with their own policy. Our","page_number":114,"box":{"x":116,"y":636,"width":767,"height":12}},{"id":"8e71e4c8-ed9f-44da-8aee-203583cbce7e","block_type":"box","text":"clients have greater control over proxy voting because of Voting Choice.","page_number":114,"box":{"x":116,"y":652,"width":490,"height":12}},{"id":"39568723-a67f-42c6-84d9-80752f769398","block_type":"box","text":"13","page_number":114,"box":{"x":608,"y":652,"width":9,"height":6}},{"id":"d61833e5-5c0c-4022-af4d-3132f417f5f4","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":114,"box":{"x":116,"y":680,"width":399,"height":11}},{"id":"9ba82250-3470-4631-824d-76551941e5fd","block_type":"box","text":"Third-party vote services providers – or proxy research firms – provide research and recommendations on proxy","page_number":114,"box":{"x":116,"y":707,"width":767,"height":12}},{"id":"85829354-4064-4bcf-8a17-28a7d10ba21e","block_type":"box","text":"votes, as well as voting infrastructure. BlackRock contracts primarily with the vote services provider ISS and","page_number":114,"box":{"x":116,"y":723,"width":767,"height":12}},{"id":"6bc20897-957d-4fea-b1d7-4daa2457bb1f","block_type":"box","text":"leverages its online platform to supply research and support voting, record keeping, and reporting processes. We","page_number":114,"box":{"x":116,"y":738,"width":767,"height":12}},{"id":"995f450b-2e7b-4b51-829e-4b16f4f8df57","block_type":"box","text":"also use Glass Lewis’ research and analysis as an input into our voting process. It is important to note that,","page_number":114,"box":{"x":116,"y":754,"width":766,"height":12}},{"id":"9bf67eae-a48b-4e54-bc08-84f9af890f4e","block_type":"box","text":"although proxy research firms provide important data and analysis, BAIS does not rely solely on their","page_number":114,"box":{"x":116,"y":769,"width":767,"height":12}},{"id":"6ec6008c-e294-4be8-a97c-a72f25c93a5c","block_type":"box","text":"information or follow their voting recommendations. A company’s disclosures, our engagements and voting,","page_number":114,"box":{"x":116,"y":785,"width":766,"height":12}},{"id":"c1fd660c-85ea-4946-a32c-a650b44702ad","block_type":"box","text":"investment colleagues’ insights and our Guidelines are important inputs into our voting decisions on behalf of","page_number":114,"box":{"x":116,"y":800,"width":768,"height":12}},{"id":"f8745411-e621-47a4-a9cd-15f5d95e126c","block_type":"box","text":"clients.","page_number":114,"box":{"x":116,"y":816,"width":47,"height":9}},{"id":"ce692774-cc3a-4b34-9c56-b000f855bb24","block_type":"box","text":"12","page_number":114,"box":{"x":117,"y":841,"width":7,"height":4}},{"id":"4ffe953b-73c1-478d-b8f6-0b096226ace7","block_type":"box","text":"With Voting Choice, SMAs have the ability to select from a set of voting policies from third-party proxy advisers the policy that best aligns","page_number":114,"box":{"x":128,"y":841,"width":755,"height":9}},{"id":"11157a67-e8ea-430e-b6c1-46063f7f79a9","block_type":"box","text":"with their views and preferences. BlackRock can then use its proxy voting infrastructure to cast votes based on the client’s selected voting","page_number":114,"box":{"x":116,"y":854,"width":767,"height":9}},{"id":"dd987e5d-5cc1-4f73-ae8c-e02d36e0e9ea","block_type":"box","text":"policy.","page_number":114,"box":{"x":116,"y":867,"width":36,"height":9}},{"id":"d1266f91-b75b-4940-a19a-058dae8b1f8a","block_type":"box","text":"13","page_number":114,"box":{"x":117,"y":880,"width":7,"height":4}},{"id":"2e71f90a-9807-4558-a7c2-b2152b7f6d70","block_type":"box","text":"disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":114,"box":{"x":128,"y":880,"width":518,"height":9}},{"id":"d1f34a58-3632-402d-ae36-20470ddf505d","block_type":"box","text":"B-18","page_number":114,"box":{"x":483,"y":909,"width":32,"height":9}},{"id":"827a4be2-01de-41bc-9e52-4788b4a6fe07","block_type":"box","text":"NM1026U-5982768-114/119","page_number":114,"box":{"x":757,"y":969,"width":158,"height":7}},{"id":"c0155b04-b84d-4266-91b8-47caf24fa082","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the","page_number":115,"box":{"x":116,"y":88,"width":767,"height":11}},{"id":"80807d10-32e3-49d2-9c6d-9fa767072be2","block_type":"box","text":"voting process by making voting recommendations based on BAIS’ Guidelines when the items on a shareholder","page_number":115,"box":{"x":116,"y":103,"width":767,"height":12}},{"id":"0cfc378e-de3c-4d7f-a215-532b0a3d112b","block_type":"box","text":"meeting agenda are routine. Agenda items that are not routine are referred back to BAIS to assess, escalate as","page_number":115,"box":{"x":116,"y":119,"width":767,"height":11}},{"id":"c842f5c3-09c3-4cc9-8b0c-95263460aae1","block_type":"box","text":"necessary to the relevant portfolio managers and vote. BAIS reviews and can override the recommendations of","page_number":115,"box":{"x":116,"y":134,"width":768,"height":12}},{"id":"791515d0-af71-49f2-822c-48a0c052de39","block_type":"box","text":"the vote services provider at any time prior to the vote deadline. Both BAIS and the vote services provider","page_number":115,"box":{"x":116,"y":150,"width":767,"height":11}},{"id":"cd4e3d7e-960c-464c-b61d-6b9bda12b9f6","block_type":"box","text":"actively monitor securities filings, research reports, company announcements, and direct communications from","page_number":115,"box":{"x":116,"y":165,"width":767,"height":12}},{"id":"e4d4dc19-08ac-4447-bdce-7db8f14831aa","block_type":"box","text":"companies to ensure awareness of supplemental disclosures and proxy materials that may require a modification","page_number":115,"box":{"x":116,"y":181,"width":767,"height":11}},{"id":"348dc79e-8db3-4cc7-9604-e9d84641d0da","block_type":"box","text":"of votes.","page_number":115,"box":{"x":116,"y":196,"width":57,"height":9}},{"id":"9bb33c00-25f2-485d-bf2e-9ab3e158586c","block_type":"box","text":"BAIS closely monitors the third-party vote services providers we contract with to ensure that they are meeting","page_number":115,"box":{"x":116,"y":225,"width":767,"height":12}},{"id":"5ede5787-8334-4b62-aa83-2ce81e4b23d2","block_type":"box","text":"our service level expectations and have effective policies and procedures in place to manage potential conflicts of","page_number":115,"box":{"x":116,"y":241,"width":768,"height":11}},{"id":"cca20170-4ba7-4647-bc11-c99b6de0b6f9","block_type":"box","text":"interest. Our oversight of service providers includes regular meetings with client service teams, systematic","page_number":115,"box":{"x":116,"y":256,"width":767,"height":12}},{"id":"f8f08948-53e6-4725-99d2-d5bc11e1919c","block_type":"box","text":"monitoring of vendor operations, as well as annual due diligence meetings in accordance with BlackRock’s","page_number":115,"box":{"x":116,"y":272,"width":767,"height":11}},{"id":"27120d33-f182-444b-88f0-2bdb83358d23","block_type":"box","text":"firmwide policies.","page_number":115,"box":{"x":116,"y":287,"width":121,"height":12}},{"id":"2ce88e05-ab88-401b-9e56-c9abe9093386","block_type":"box","text":"Conflicts management policies and procedures","page_number":115,"box":{"x":116,"y":314,"width":334,"height":12}},{"id":"8a4edc57-8b97-46c6-a832-a8f11565fb1e","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting","page_number":115,"box":{"x":116,"y":341,"width":767,"height":12}},{"id":"9fc63dcf-92e2-4e14-bf49-50fd0c308a47","block_type":"box","text":"activity. Such influence might stem from any relationship between the investee company (or any shareholder","page_number":115,"box":{"x":116,"y":357,"width":767,"height":11}},{"id":"81f4adae-db2d-47db-84b7-0ebfd3c8ad8b","block_type":"box","text":"proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or","page_number":115,"box":{"x":116,"y":372,"width":767,"height":12}},{"id":"a269129a-59f9-49c4-a1ec-6601ac57c618","block_type":"box","text":"BlackRock employees. 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