{"annotation_id":"69e6b9f2-466b-46b8-b190-6819bfbf6a3c","file_hash":"7549a0ca1fb7d3fe1a89ba86a1e133c91eeb7810d98734b4237882a94b5018e7","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"bf7e04af-a253-4d24-bc9d-238f0faefc4e","block_type":"box","text":"iShares Trust","page_number":1,"box":{"x":450,"y":69,"width":103,"height":10}},{"id":"9eb8274d-8f96-40ce-83a2-1343b4154099","block_type":"box","text":"Supplement dated October 1, 2026","page_number":1,"box":{"x":367,"y":85,"width":269,"height":12}},{"id":"fcff96d3-427f-441a-bd1a-53408e36f890","block_type":"box","text":"to the currently effective Prospectus, Summary Prospectus and Statement of Additional Information","page_number":1,"box":{"x":119,"y":100,"width":765,"height":13}},{"id":"5a587762-5dad-44a5-ad18-4652324edeaf","block_type":"box","text":"(“SAI”) for the iShares Large Cap 10% Target Buffer Sep ETF (STEN), iShares Large Cap Max Buffer","page_number":1,"box":{"x":127,"y":116,"width":750,"height":12}},{"id":"70df42f0-86b2-460e-b0be-77d1f7f39599","block_type":"box","text":"Sep ETF (SMAX) and iShares Large Cap Accelerated Outcome ETF (TWOX) (each, a “Fund”)","page_number":1,"box":{"x":154,"y":131,"width":695,"height":13}},{"id":"e64a8e8b-60cc-406b-87b5-bd6182d52ffe","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":1,"box":{"x":116,"y":154,"width":764,"height":13}},{"id":"887d2180-6ae5-41ce-b544-370c23f29a8a","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":1,"box":{"x":116,"y":170,"width":747,"height":13}},{"id":"78b15930-f993-4e4f-93ab-9c0395c7cec8","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":1,"box":{"x":116,"y":185,"width":385,"height":13}},{"id":"758b7de8-da4d-40d3-9db9-a87fe734f565","block_type":"box","text":"An investment in each Fund over the course of the Outcome Period is subject to such Fund’s","page_number":1,"box":{"x":116,"y":209,"width":677,"height":12}},{"id":"206b5b86-c609-43a3-8798-1b653a160ee6","block_type":"box","text":"Approximate Cap as set forth in the table below.","page_number":1,"box":{"x":116,"y":224,"width":354,"height":13}},{"id":"0e153935-7de4-457b-9d13-d9138e6b1945","block_type":"box","text":"Fund (Ticker) Outcome Period Approximate Cap","page_number":1,"box":{"x":183,"y":245,"width":631,"height":12}},{"id":"0bbb5c14-5bab-4f1c-a16e-c8b59b48790f","block_type":"box","text":"iShares Large Cap 10% Target","page_number":1,"box":{"x":124,"y":266,"width":224,"height":12}},{"id":"2bed2649-7648-4b22-ad6f-ca9cfb7fe75e","block_type":"box","text":"Buffer Sep ETF (STEN)","page_number":1,"box":{"x":162,"y":281,"width":165,"height":13}},{"id":"cd7dee92-143f-47b9-aaff-563d5807c204","block_type":"box","text":"Oct. 1, 2026","page_number":1,"box":{"x":434,"y":266,"width":92,"height":11}},{"id":"926289d1-f679-47ee-a2e9-98f0b267885a","block_type":"box","text":"to Sep. 30, 2027","page_number":1,"box":{"x":419,"y":282,"width":122,"height":12}},{"id":"b5321e92-2542-4351-9b32-e1ffca1b87ee","block_type":"box","text":"19.25% (gross of management fee)","page_number":1,"box":{"x":616,"y":266,"width":261,"height":12}},{"id":"ba52e70d-1e39-4d8c-9c4d-1fd7ccc5fe82","block_type":"box","text":"18.75% (net of management fee)","page_number":1,"box":{"x":624,"y":281,"width":245,"height":13}},{"id":"cc9c9505-1617-42c6-acfb-6ab977794dd8","block_type":"box","text":"iShares Large Cap Max Buffer","page_number":1,"box":{"x":127,"y":304,"width":218,"height":13}},{"id":"d969301a-de4e-4663-8b5f-b9ee67b14434","block_type":"box","text":"Sep ETF (SMAX)","page_number":1,"box":{"x":182,"y":320,"width":124,"height":12}},{"id":"b51ea439-fee0-42e6-9d6a-1118a13804ba","block_type":"box","text":"Oct. 1, 2026","page_number":1,"box":{"x":434,"y":305,"width":92,"height":11}},{"id":"f8e75733-f486-442e-9176-f8abcbcb56a7","block_type":"box","text":"to Sep. 30, 2027","page_number":1,"box":{"x":419,"y":320,"width":122,"height":12}},{"id":"ff50906f-6dbd-4b56-a3ce-44141158275b","block_type":"box","text":"9.77% (gross of management fee)","page_number":1,"box":{"x":619,"y":304,"width":254,"height":13}},{"id":"61e05eb1-fb7d-4b14-88d1-fe9dbbf9be2a","block_type":"box","text":"9.27% (net of management fee)","page_number":1,"box":{"x":627,"y":320,"width":238,"height":12}},{"id":"e8d8f2d5-afe1-4597-afaf-4f2a30115fc1","block_type":"box","text":"iShares Large Cap Accelerated","page_number":1,"box":{"x":124,"y":343,"width":224,"height":13}},{"id":"a2d730f5-36c3-47cf-863a-905b2db9c4cd","block_type":"box","text":"Outcome ETF (TWOX)","page_number":1,"box":{"x":160,"y":359,"width":168,"height":12}},{"id":"30d73251-a2a4-4899-8cd6-f5e06c9eb11e","block_type":"box","text":"Oct. 1, 2026","page_number":1,"box":{"x":434,"y":344,"width":92,"height":11}},{"id":"e4292444-0d3c-495d-b431-baf204613073","block_type":"box","text":"to Dec. 31, 2026","page_number":1,"box":{"x":418,"y":359,"width":124,"height":11}},{"id":"25f65aaf-5fa1-48ae-9bcc-362cdb2b74b4","block_type":"box","text":"6.90% (gross of management fee)","page_number":1,"box":{"x":619,"y":343,"width":254,"height":13}},{"id":"995e99f9-41de-402c-a69c-1ff1622f923d","block_type":"box","text":"6.78% (net of management fee)","page_number":1,"box":{"x":627,"y":359,"width":238,"height":12}},{"id":"5e35d051-8677-4012-9004-211fdaa6df79","block_type":"box","text":"Each Fund’s Prospectus, Summary Prospectus and SAI are amended to revise all references to the","page_number":1,"box":{"x":117,"y":390,"width":712,"height":12}},{"id":"169edb4f-a157-4564-a2ee-14eae100436b","block_type":"box","text":"Outcome Period and Approximate Cap, when applicable, to reflect the information above.","page_number":1,"box":{"x":116,"y":405,"width":655,"height":13}},{"id":"58a43a90-ac21-4e54-9266-b53870656324","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":1,"box":{"x":117,"y":428,"width":521,"height":13}},{"id":"410964da-58db-430e-9980-32c790c21a0a","block_type":"box","text":"iShares","page_number":1,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"c5e7b622-1d02-4cf6-bb88-e0aea81a519e","block_type":"box","text":"®","page_number":1,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"57827c58-3e6f-4b29-9bc9-1423981d57e4","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":1,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"fb87b782-b11a-4d50-b58c-eb779e8d944c","block_type":"box","text":"IS-A-OC-Cap-1026","page_number":1,"box":{"x":773,"y":887,"width":110,"height":10}},{"id":"02b72b62-c676-4fea-be71-82fb66f83b72","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":1,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"96148ab3-5bac-441b-b872-6c2d4ba5aa57","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":1,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"73c3d12a-3d28-43e7-a29f-14b2bb88f8af","block_type":"box","text":"iShares Trust","page_number":2,"box":{"x":450,"y":69,"width":103,"height":10}},{"id":"57e92d1c-c5a4-49b5-99e1-4beacfd9e804","block_type":"box","text":"Supplement dated September 22, 2026","page_number":2,"box":{"x":352,"y":85,"width":300,"height":12}},{"id":"ddb07467-6d7a-4a7f-8689-97733dc32563","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus and Statement of Additional Information","page_number":2,"box":{"x":119,"y":100,"width":765,"height":13}},{"id":"0ae3cd5c-1ddb-4950-8927-235624c82b73","block_type":"box","text":"(“SAI”) for the iShares Large Cap 10% Target Buffer Sep ETF (STEN), iShares Large Cap Max Buffer","page_number":2,"box":{"x":127,"y":116,"width":750,"height":12}},{"id":"d5ff6d13-93d2-4ea4-b224-66c51fd036f5","block_type":"box","text":"Sep ETF (SMAX) and iShares Large Cap Accelerated Outcome ETF (TWOX) (each, a “Fund”)","page_number":2,"box":{"x":154,"y":131,"width":695,"height":13}},{"id":"823184fa-c266-4e57-b60b-c30172e69055","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":2,"box":{"x":116,"y":154,"width":764,"height":13}},{"id":"1604fc21-297d-4d66-a8a5-32eabc80a948","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":2,"box":{"x":116,"y":170,"width":747,"height":13}},{"id":"750697ca-1f70-4d73-85a3-44d37dbdf30c","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":2,"box":{"x":116,"y":185,"width":385,"height":13}},{"id":"ff04115b-588c-493d-a868-ba1c9656b2c5","block_type":"box","text":"The table below shows an estimated range for the Approximate Cap for each Fund’s upcoming Outcome","page_number":2,"box":{"x":116,"y":209,"width":766,"height":12}},{"id":"46efbc14-9511-43c0-8e66-7b0711d07900","block_type":"box","text":"Period as estimated by the Fund’s investment adviser using information available as of the date of this","page_number":2,"box":{"x":117,"y":224,"width":743,"height":13}},{"id":"bb025bdf-e213-4c46-966d-1090c7d8b4cb","block_type":"box","text":"supplement. The estimate is unaudited, subject to certain limitations and subject to change, and each","page_number":2,"box":{"x":116,"y":240,"width":741,"height":12}},{"id":"6be93ba9-a6c7-4803-975f-781b61dde6d6","block_type":"box","text":"Fund is under no obligation to, and does not expect to, update the estimate. The final Approximate Cap","page_number":2,"box":{"x":117,"y":255,"width":753,"height":13}},{"id":"e2d83027-a8a7-424b-9ccd-877af0d9787b","block_type":"box","text":"for the upcoming Outcome Period, which may be more or less than the estimated ranges, will be","page_number":2,"box":{"x":116,"y":271,"width":706,"height":12}},{"id":"7668cc61-941f-495d-9313-2003aa3e4140","block_type":"box","text":"included in a supplement filing following the close of business on the last business day of the current","page_number":2,"box":{"x":117,"y":286,"width":735,"height":13}},{"id":"bc347125-439a-4418-99c7-b03d7ef82ac8","block_type":"box","text":"Outcome Period.","page_number":2,"box":{"x":116,"y":302,"width":127,"height":10}},{"id":"86dce896-793b-4d94-b612-f5f15e2bdab0","block_type":"box","text":"Fund (Ticker)","page_number":2,"box":{"x":186,"y":330,"width":106,"height":13}},{"id":"5c3ecffb-10d3-498b-8634-c2bb56349c72","block_type":"box","text":"Upcoming Outcome","page_number":2,"box":{"x":368,"y":328,"width":154,"height":12}},{"id":"aada4f58-d6d9-4ddf-a20c-d274452f98fd","block_type":"box","text":"Period","page_number":2,"box":{"x":419,"y":340,"width":52,"height":10}},{"id":"f89ce073-5700-4388-9977-33452fe7ba3e","block_type":"box","text":"Estimated Approximate Cap Range","page_number":2,"box":{"x":575,"y":330,"width":267,"height":13}},{"id":"f68e31dd-f91e-4005-b767-d3a8cc557b0b","block_type":"box","text":"iShares Large Cap 10% Target","page_number":2,"box":{"x":127,"y":368,"width":223,"height":12}},{"id":"04b66488-e153-4a22-9179-9d77c91c1ade","block_type":"box","text":"Buffer Sep ETF (STEN)","page_number":2,"box":{"x":165,"y":383,"width":164,"height":13}},{"id":"78862efb-5941-41fe-ac82-5cc8ec5352a9","block_type":"box","text":"Oct. 1, 2026","page_number":2,"box":{"x":399,"y":368,"width":92,"height":11}},{"id":"87332762-ee5c-4d87-b049-e74db7b0e391","block_type":"box","text":"to Sep. 30, 2027","page_number":2,"box":{"x":384,"y":384,"width":122,"height":12}},{"id":"5526207e-a760-4e56-9105-09ecc85af8cd","block_type":"box","text":"18.20% - 20.26% (gross of management fee)","page_number":2,"box":{"x":543,"y":364,"width":332,"height":12}},{"id":"cfeda40b-b20f-478b-898b-7e626d874605","block_type":"box","text":"17.70% - 19.76% (net of management fee)","page_number":2,"box":{"x":551,"y":387,"width":316,"height":13}},{"id":"12c4818d-9ee0-4fd4-901e-290d7fba216a","block_type":"box","text":"iShares Large Cap Max Buffer","page_number":2,"box":{"x":130,"y":414,"width":217,"height":13}},{"id":"11a292b7-9ee9-4a34-88e7-4e88ad2d2291","block_type":"box","text":"Sep ETF (SMAX)","page_number":2,"box":{"x":185,"y":430,"width":124,"height":12}},{"id":"8e208ba4-7d02-43cc-b2fd-998ec025076d","block_type":"box","text":"Oct. 1, 2026","page_number":2,"box":{"x":399,"y":415,"width":92,"height":11}},{"id":"1a8233e0-a5f8-48b6-b097-8c7c900a7fc7","block_type":"box","text":"to Sep. 30, 2027","page_number":2,"box":{"x":384,"y":430,"width":122,"height":12}},{"id":"da2d71f0-320e-47ee-bf2e-464ed7b1b243","block_type":"box","text":"8.88% - 9.95% (gross of management fee)","page_number":2,"box":{"x":551,"y":410,"width":315,"height":13}},{"id":"9612598b-fcae-4430-9c6a-672d3b8db6ac","block_type":"box","text":"8.38% - 9.45% (net of management fee)","page_number":2,"box":{"x":559,"y":433,"width":299,"height":13}},{"id":"ed5fa39c-e887-4c0c-a788-701ba11e1053","block_type":"box","text":"iShares Large Cap Accelerated","page_number":2,"box":{"x":127,"y":461,"width":224,"height":12}},{"id":"7c7c5804-9980-48f5-a948-cee2a548fbc8","block_type":"box","text":"Outcome ETF (TWOX)","page_number":2,"box":{"x":163,"y":476,"width":168,"height":13}},{"id":"25051be3-7e61-40ed-8dc7-98381ca70228","block_type":"box","text":"Oct. 1, 2026","page_number":2,"box":{"x":399,"y":461,"width":92,"height":11}},{"id":"63e1da58-55c8-48ff-b77b-2a9acc41d545","block_type":"box","text":"to Dec. 31, 2026","page_number":2,"box":{"x":383,"y":477,"width":124,"height":11}},{"id":"31ac4695-e05a-410c-b73f-6744f888b1be","block_type":"box","text":"6.25% - 8.17% (gross of management fee)","page_number":2,"box":{"x":551,"y":457,"width":315,"height":12}},{"id":"288f4613-c312-43d9-bf08-bf4ef130d079","block_type":"box","text":"6.13% - 8.04% (net of management fee)","page_number":2,"box":{"x":559,"y":480,"width":299,"height":13}},{"id":"5a062a24-55e5-451c-adfb-11a21fcf9c6b","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":2,"box":{"x":117,"y":511,"width":521,"height":13}},{"id":"c1d3c618-48d0-4ce6-a1b5-3951f9fdc7cd","block_type":"box","text":"iShares","page_number":2,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"a2ab2de3-65b7-4785-b2e0-cde5b70c7399","block_type":"box","text":"®","page_number":2,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"0de505b6-7210-4bc3-94c4-57aa69eb3afc","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":2,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"37d9b801-0699-4f08-8afe-d8c79276d44c","block_type":"box","text":"IS-A-iCap-0926","page_number":2,"box":{"x":793,"y":887,"width":90,"height":10}},{"id":"a8d5c043-2181-46f2-b934-0aed22b333a0","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":2,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"e728b8fc-10de-4530-9e67-bbb6f723d434","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":2,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"c19d834e-e9be-485a-8c44-fa2694ba1f9a","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust","page_number":3,"box":{"x":298,"y":69,"width":408,"height":12}},{"id":"cebe2be5-e6a9-42b2-9267-d5b010a8034a","block_type":"box","text":"Supplement dated September 11, 2026","page_number":3,"box":{"x":352,"y":85,"width":300,"height":12}},{"id":"58f50e8c-99c6-4e02-adcd-e511f4d75c27","block_type":"box","text":"to the currently effective Statement of Additional Information (the “SAI”) for each series of","page_number":3,"box":{"x":153,"y":100,"width":696,"height":13}},{"id":"2c57f643-3f2f-432b-8f81-fadf9c4302ae","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust (each, a “Fund”)","page_number":3,"box":{"x":234,"y":116,"width":536,"height":12}},{"id":"da92c94a-ebac-485f-9fea-3bc7bea1b528","block_type":"box","text":"Effectively immediately, the fifth paragraph of the “Payments by BFA and its Affiliates” subsection of","page_number":3,"box":{"x":117,"y":139,"width":767,"height":13}},{"id":"20a8d02d-e42e-4f92-8a2c-93f426b5109d","block_type":"box","text":"the section entitled “Investment Advisory, Administrative and Distribution Services” of the SAI for","page_number":3,"box":{"x":116,"y":154,"width":748,"height":13}},{"id":"47e7392e-3591-4642-9f28-68d60fb52289","block_type":"box","text":"each series is deleted in its entirety and replaced with the following:","page_number":3,"box":{"x":116,"y":170,"width":519,"height":13}},{"id":"963d6104-506a-49b2-b81b-f616dbfba9ca","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and","page_number":3,"box":{"x":117,"y":193,"width":719,"height":13}},{"id":"d1427583-be22-41a1-abab-fbfaa57851b7","block_type":"box","text":"certain other third parties that the BFA Entities believe may benefit the business of the BFA Entities or","page_number":3,"box":{"x":116,"y":209,"width":737,"height":12}},{"id":"6026c180-420c-4e48-aec5-f846531cebab","block_type":"box","text":"facilitate investment in the Fund or certain Products. Such agreements can include payments by BFA","page_number":3,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"982c1b89-70cc-488d-aa1d-d9caf8e6ae8e","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":3,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"ecbfcbc3-c390-4c1b-aa9f-72862f5a467c","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":3,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"2ee85ace-b49a-4b46-a7b5-b51c01d60e24","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":3,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"6620397f-60fc-448c-ac45-6aebd51c73f0","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":3,"box":{"x":116,"y":286,"width":754,"height":13}},{"id":"49591769-d354-4507-bf70-2d30ea3dfb98","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":3,"box":{"x":116,"y":302,"width":708,"height":12}},{"id":"7d278163-8380-4b93-a405-001ceaf1acf4","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":3,"box":{"x":117,"y":317,"width":763,"height":13}},{"id":"0c0ab799-ea29-4ff0-918a-3ee4d586be76","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":3,"box":{"x":116,"y":333,"width":739,"height":12}},{"id":"3c27aa6c-830d-4859-9e51-d04444f10b60","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":3,"box":{"x":116,"y":348,"width":753,"height":13}},{"id":"ee6001b3-7648-49bc-8651-8bfbce5aa8f0","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":3,"box":{"x":116,"y":364,"width":716,"height":12}},{"id":"4b70bf48-5e8e-4f7c-9ef4-992823bac9ad","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":3,"box":{"x":116,"y":379,"width":747,"height":13}},{"id":"93f5bcf0-92f5-43c0-951d-042b10e42412","block_type":"box","text":"Intermediaries may be tiered or based on a percentage of the value of the funds and Products held by","page_number":3,"box":{"x":117,"y":395,"width":738,"height":12}},{"id":"a49b7df1-8d88-4df3-83c2-a92c8c8407e6","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":3,"box":{"x":116,"y":410,"width":769,"height":13}},{"id":"a6e4d523-007b-434c-9668-32e52d25f6fa","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":3,"box":{"x":117,"y":426,"width":677,"height":12}},{"id":"558f3771-a703-4dfa-a659-d5c75ee13174","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. 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Any additions, modifications, or deletions","page_number":3,"box":{"x":116,"y":627,"width":767,"height":13}},{"id":"f5a81a5a-c2d3-42aa-892c-ae554f5047dc","block_type":"box","text":"to Intermediaries and other third parties listed above that have occurred since the date of this SAI are not","page_number":3,"box":{"x":116,"y":643,"width":766,"height":12}},{"id":"2ab892ba-8376-4cc8-9490-e0fa8bde8cfd","block_type":"box","text":"included in the list.","page_number":3,"box":{"x":117,"y":658,"width":139,"height":10}},{"id":"e205d3cd-e9be-4401-8283-55b5fdedde8b","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":3,"box":{"x":117,"y":682,"width":516,"height":12}},{"id":"2729a495-0371-4e4f-9d90-3c596324fa5f","block_type":"box","text":"iShares","page_number":3,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"e086baab-7f06-4dbe-8d4d-dd4dbe06f4b9","block_type":"box","text":"®","page_number":3,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"998e96d8-04e0-4e25-bda8-ee8cee25af53","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":3,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"951c9326-8e25-482a-a27c-b96b42ec6ed7","block_type":"box","text":"IS-A-IntermSAI-0926","page_number":3,"box":{"x":761,"y":887,"width":122,"height":8}},{"id":"016249d8-24e9-40ed-b15f-3081a55390b5","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":3,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"117d417a-5625-428a-ad34-a2134c854d4b","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":3,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"e7580cef-19aa-4d8d-b35b-97dfeaebeb05","block_type":"box","text":"iShares","page_number":4,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"3991a2c2-33ea-4a41-bb58-02aa2fd28a00","block_type":"box","text":"®","page_number":4,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"1f0aa1e4-b1ac-4d71-a86e-ac359a5efe9e","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust","page_number":4,"box":{"x":298,"y":108,"width":408,"height":12}},{"id":"8fd7af3e-da57-4b8d-be6d-8959c6bc5e9e","block_type":"box","text":"Supplement dated July 2, 2026","page_number":4,"box":{"x":384,"y":131,"width":235,"height":13}},{"id":"7bd08338-5ec6-4909-bc52-aa901bbe3b4e","block_type":"box","text":"to the currently effective Statement of Additional Information (the “SAI”) for each series of","page_number":4,"box":{"x":153,"y":147,"width":696,"height":12}},{"id":"b1bc5b2c-fcc9-4fc4-9c33-5ea2f7dcee5f","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust (each, a “Fund”)","page_number":4,"box":{"x":234,"y":162,"width":536,"height":13}},{"id":"87a45d21-c93a-4a90-ae8e-61f6bce13431","block_type":"box","text":"Effectively immediately, the fifth paragraph of the “Payments by BFA and its Affiliates” subsection of","page_number":4,"box":{"x":117,"y":185,"width":767,"height":13}},{"id":"50e160f2-0477-4521-aa26-c3bd53a43c56","block_type":"box","text":"the section entitled “Investment Advisory, Administrative and Distribution Services” of the SAI for","page_number":4,"box":{"x":116,"y":201,"width":748,"height":13}},{"id":"720c0f8a-65f3-4c7a-ab82-c8009e88f0fe","block_type":"box","text":"each series is deleted in its entirety and replaced with the following:","page_number":4,"box":{"x":116,"y":216,"width":519,"height":13}},{"id":"94736c0b-5d6a-44a6-85ea-bc8ff4092988","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and","page_number":4,"box":{"x":117,"y":240,"width":719,"height":12}},{"id":"b31f92e7-0d58-4dd2-9f40-a1e7cffd606c","block_type":"box","text":"certain other third parties that the BFA Entities believe may benefit the business of the BFA Entities or","page_number":4,"box":{"x":116,"y":255,"width":737,"height":13}},{"id":"c5b7177d-6637-46cb-9f1a-e0d35f098c5b","block_type":"box","text":"facilitate investment in the Fund or certain Products. Such agreements can include payments by BFA","page_number":4,"box":{"x":116,"y":271,"width":734,"height":12}},{"id":"5d8dcf4c-3ede-4811-af3e-774286c495c8","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":4,"box":{"x":117,"y":286,"width":739,"height":13}},{"id":"33965961-10eb-4938-b7d9-87e5e7b2f436","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":4,"box":{"x":116,"y":302,"width":749,"height":12}},{"id":"33bf1d4a-6a44-474c-861b-f02f4f7a64ba","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":4,"box":{"x":116,"y":317,"width":701,"height":13}},{"id":"41d0e95c-1227-430a-bb19-5826cc3e0257","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":4,"box":{"x":116,"y":333,"width":754,"height":12}},{"id":"5c592f83-b9d6-4482-b6f7-925ba6bdac7d","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":4,"box":{"x":116,"y":348,"width":708,"height":13}},{"id":"14b86c4f-7508-49f2-83e2-85fb675d1781","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":4,"box":{"x":117,"y":364,"width":763,"height":12}},{"id":"0a818a54-47be-46ae-b8a2-58cc6ce1b6e2","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":4,"box":{"x":116,"y":379,"width":739,"height":13}},{"id":"f335a758-e0c7-44ad-a337-04ffa0280e56","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":4,"box":{"x":116,"y":395,"width":753,"height":12}},{"id":"9654faa2-83c1-4027-bb4f-74aff54b128d","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":4,"box":{"x":116,"y":410,"width":716,"height":13}},{"id":"aac65c02-8aff-4854-88b7-4638a572fa08","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":4,"box":{"x":116,"y":426,"width":747,"height":12}},{"id":"3ff16320-4d5f-478a-8aeb-131682ee50f2","block_type":"box","text":"Intermediaries may be tiered or based on a percentage of the value of the funds and Products held by","page_number":4,"box":{"x":117,"y":441,"width":738,"height":13}},{"id":"b1bfa502-a9a4-4dc3-88ec-6c27b687808f","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":4,"box":{"x":116,"y":457,"width":769,"height":12}},{"id":"3305cba6-e857-4381-b262-04471aacb8a9","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":4,"box":{"x":117,"y":472,"width":677,"height":13}},{"id":"a428dade-8bdb-4d1c-8849-2f1369a2dcfe","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. As of the date of this SAI, the","page_number":4,"box":{"x":117,"y":488,"width":764,"height":12}},{"id":"fa059362-d1f1-4880-9283-0b863a7101c8","block_type":"box","text":"Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the","page_number":4,"box":{"x":117,"y":503,"width":740,"height":13}},{"id":"66964c42-2321-4adc-b785-05e42be5c063","block_type":"box","text":"contractual payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit","page_number":4,"box":{"x":116,"y":519,"width":743,"height":12}},{"id":"acdbb28d-f0d2-4b15-8cd7-060f4f63c504","block_type":"box","text":"Exchange, AE Wealth Management, LLC, American Enterprise Investment Services, Inc., Avantax","page_number":4,"box":{"x":117,"y":534,"width":702,"height":13}},{"id":"b2a376e9-8b8a-4b64-a7b3-6f962f64fa92","block_type":"box","text":"Investment Services, Inc., BNY Mellon Capital Markets, LLC, BNY Mellon Performance & Risk Analytics,","page_number":4,"box":{"x":117,"y":550,"width":744,"height":12}},{"id":"cda5fc64-a756-416f-9409-59e40135c106","block_type":"box","text":"LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc., Clearstream Fund Centre AG,","page_number":4,"box":{"x":117,"y":565,"width":660,"height":13}},{"id":"1f4bb2bb-ffd8-4258-be4e-d698d020bf34","block_type":"box","text":"Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial Partners LLC,","page_number":4,"box":{"x":116,"y":581,"width":769,"height":12}},{"id":"9e0a692f-b0df-429f-9ab9-d4b7eea4b887","block_type":"box","text":"E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC,","page_number":4,"box":{"x":117,"y":596,"width":765,"height":13}},{"id":"5132843d-f874-479c-bb01-4ac767976cda","block_type":"box","text":"LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC,","page_number":4,"box":{"x":117,"y":612,"width":724,"height":12}},{"id":"18c25615-0897-436f-9f5c-64256ce3dfa6","block_type":"box","text":"Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio","page_number":4,"box":{"x":117,"y":627,"width":716,"height":13}},{"id":"2ca85685-6380-4145-8c90-a9cae73ef590","block_type":"box","text":"Solutions, LLC, Pershing LLC, Raymond James Financial Services, Inc., Riskalyze, Inc., Rockefeller Financial","page_number":4,"box":{"x":116,"y":643,"width":767,"height":12}},{"id":"62016ed0-ad23-4e31-b112-47b57e42e05e","block_type":"box","text":"LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":4,"box":{"x":117,"y":658,"width":741,"height":13}},{"id":"d84a8a42-6933-46e5-bb38-56594840db90","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries","page_number":4,"box":{"x":116,"y":674,"width":759,"height":12}},{"id":"e91d6c1c-9f53-4800-ac2f-c2f2c7523cc2","block_type":"box","text":"and other third parties listed above that have occurred since the date of this SAI are not included in the","page_number":4,"box":{"x":116,"y":689,"width":745,"height":13}},{"id":"07de5b11-81e8-4856-9e65-8a633a38f762","block_type":"box","text":"list.","page_number":4,"box":{"x":117,"y":705,"width":23,"height":10}},{"id":"73981baa-11ce-4408-8da1-677a24fc5af7","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":4,"box":{"x":117,"y":728,"width":516,"height":13}},{"id":"171fb525-d648-4b8f-8f0a-54575be2000b","block_type":"box","text":"iShares","page_number":4,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"54dae335-0dda-41ec-833f-8832d84d1fb7","block_type":"box","text":"®","page_number":4,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"b5e9da2c-074e-4648-a8a7-caa9fefde1d4","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":4,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"ab2b471d-b4ff-4ce2-a816-fa10babfed75","block_type":"box","text":"IS-A-IntermSAI-0626","page_number":4,"box":{"x":761,"y":887,"width":122,"height":8}},{"id":"f3f9f84c-be22-45e5-a861-7efbc1a0ee7d","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":4,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"e1a9c50e-6141-48ef-ab87-c2fb2f19f901","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":4,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"ab4f7653-ec86-4e45-8320-fec759e2b7e1","block_type":"box","text":"iShares","page_number":5,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"a2c90425-0806-48ad-869a-f7bb53e6c22b","block_type":"box","text":"®","page_number":5,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"8dc8516b-83ef-4af1-bedc-444dccb19685","block_type":"box","text":"iShares Trust","page_number":5,"box":{"x":450,"y":108,"width":103,"height":10}},{"id":"dfe68e72-2697-4fd5-84a9-f99c78b6d0af","block_type":"box","text":"Supplement dated July 1, 2026","page_number":5,"box":{"x":384,"y":123,"width":235,"height":13}},{"id":"007e3ab1-8c53-4d77-b594-96f082347beb","block_type":"box","text":"to the currently effective Prospectus, Summary Prospectus and Statement of Additional Information","page_number":5,"box":{"x":119,"y":139,"width":765,"height":13}},{"id":"ae5b8f77-3b22-4f94-8591-49586dabaa4d","block_type":"box","text":"(“SAI”) for the iShares Large Cap Accelerated Outcome ETF (TWOX), iShares Large Cap 10% Target","page_number":5,"box":{"x":124,"y":154,"width":756,"height":13}},{"id":"be9007ec-c3cf-4fb6-836d-7961400ca007","block_type":"box","text":"Buffer Jun ETF (TENJ) and iShares Large Cap Max Buffer Jun ETF (MAXJ) (each, a “Fund”)","page_number":5,"box":{"x":166,"y":170,"width":672,"height":13}},{"id":"e0b1f5be-1c51-4f76-b507-413f6a8071c4","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":5,"box":{"x":116,"y":193,"width":764,"height":13}},{"id":"f4284d0c-da0e-4eee-91fb-c0d66c525619","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":5,"box":{"x":116,"y":209,"width":747,"height":12}},{"id":"c314a114-e88a-4f33-b50c-8ade5a793290","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":5,"box":{"x":116,"y":224,"width":385,"height":13}},{"id":"7e3de880-79ee-4562-87b4-3f212cbcfb58","block_type":"box","text":"An investment in each Fund over the course of the Outcome Period is subject to such Fund’s","page_number":5,"box":{"x":116,"y":247,"width":677,"height":13}},{"id":"310199b7-0a00-4de9-b85b-53251dc2e1dc","block_type":"box","text":"Approximate Cap as set forth in the table below.","page_number":5,"box":{"x":116,"y":263,"width":354,"height":13}},{"id":"3ff6d7a2-d63d-4603-8b8b-627c856a51ed","block_type":"box","text":"Fund (Ticker) Outcome Period Approximate Cap","page_number":5,"box":{"x":193,"y":284,"width":620,"height":12}},{"id":"6b57aa1f-21da-44c0-bd29-38b5f4fbe876","block_type":"box","text":"iShares Large Cap Accelerated","page_number":5,"box":{"x":134,"y":304,"width":224,"height":13}},{"id":"0145fbd3-fbe7-4f8d-b745-617b1ebb7e48","block_type":"box","text":"Outcome ETF (TWOX)","page_number":5,"box":{"x":170,"y":320,"width":168,"height":12}},{"id":"39e2e423-2562-477c-97fe-3da30c44f44a","block_type":"box","text":"Jul. 1, 2026","page_number":5,"box":{"x":446,"y":304,"width":84,"height":12}},{"id":"b21d32d7-aa03-4ec5-9f6b-2a455dea31fd","block_type":"box","text":"to Sep. 30, 2026","page_number":5,"box":{"x":427,"y":320,"width":122,"height":12}},{"id":"cb1ee691-3994-4ae7-971e-b0bdeb697cc2","block_type":"box","text":"7.54% (gross of management fee)","page_number":5,"box":{"x":613,"y":304,"width":253,"height":13}},{"id":"534f3074-b3db-47a3-b61f-8b11ce6ac229","block_type":"box","text":"7.41% (net of management fee)","page_number":5,"box":{"x":613,"y":320,"width":237,"height":12}},{"id":"6f0866f1-05cb-4ca3-9e9e-d2a6f83c57ab","block_type":"box","text":"iShares Large Cap 10% Target","page_number":5,"box":{"x":135,"y":343,"width":223,"height":13}},{"id":"a40a6b53-1493-4d36-a731-a178d245a381","block_type":"box","text":"Buffer Jun ETF (TENJ)","page_number":5,"box":{"x":177,"y":359,"width":156,"height":12}},{"id":"3f8edf28-485d-4dd7-81bc-e2446b752455","block_type":"box","text":"Jul. 1, 2026","page_number":5,"box":{"x":446,"y":343,"width":84,"height":12}},{"id":"161fefa4-b4fd-4b0e-b425-9e253246833a","block_type":"box","text":"to Jun. 30, 2027","page_number":5,"box":{"x":429,"y":359,"width":119,"height":11}},{"id":"20856a3c-02c6-486e-be29-bf7300022ebd","block_type":"box","text":"19.02% (gross of management fee)","page_number":5,"box":{"x":614,"y":343,"width":262,"height":13}},{"id":"9e00fbd9-cda3-43d4-95ce-bd64beb79752","block_type":"box","text":"18.52% (net of management fee)","page_number":5,"box":{"x":614,"y":359,"width":246,"height":12}},{"id":"99944440-bdc2-45e3-b600-d9dfd36d1b45","block_type":"box","text":"iShares Large Cap Max Buffer","page_number":5,"box":{"x":138,"y":382,"width":217,"height":12}},{"id":"45dcd988-35bb-4698-a500-1ef796c55e6f","block_type":"box","text":"Jun ETF (MAXJ)","page_number":5,"box":{"x":196,"y":397,"width":116,"height":13}},{"id":"7306b6d1-d1d1-486a-91d3-1e4b69166c4a","block_type":"box","text":"Jul. 1, 2026","page_number":5,"box":{"x":446,"y":382,"width":84,"height":11}},{"id":"5648c1cb-9433-4c84-93ea-3d731a21a070","block_type":"box","text":"to Jun. 30, 2027","page_number":5,"box":{"x":429,"y":398,"width":119,"height":11}},{"id":"4df96a83-c37b-4286-bdc5-d819c6d3d1f5","block_type":"box","text":"8.54% (gross of management fee)","page_number":5,"box":{"x":613,"y":382,"width":253,"height":12}},{"id":"486d4505-2e30-4034-beae-18c648853f76","block_type":"box","text":"8.04% (net of management fee)","page_number":5,"box":{"x":613,"y":397,"width":237,"height":13}},{"id":"646b8ecd-d62c-434b-acf2-f24d6b1f5388","block_type":"box","text":"Each Fund’s Prospectus, Summary Prospectus and SAI are amended to revise all references to the","page_number":5,"box":{"x":117,"y":428,"width":712,"height":13}},{"id":"933d3531-f815-4e46-96fe-26ccbcb6c538","block_type":"box","text":"Outcome Period and Approximate Cap, when applicable, to reflect the information above.","page_number":5,"box":{"x":116,"y":444,"width":655,"height":12}},{"id":"3f84c650-d8f4-4735-ac90-04fa66c3cff0","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":5,"box":{"x":117,"y":467,"width":521,"height":13}},{"id":"0a3e53a5-7e7f-4d1f-80e3-479bf7f3adb7","block_type":"box","text":"iShares","page_number":5,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"79d0dd76-ec62-41d2-bdc8-15af758e2439","block_type":"box","text":"®","page_number":5,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"9e0027e6-61c9-4b4d-b5b0-dbb933ae6cb9","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":5,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"186134c6-4c26-47cb-8c1d-58ebb6b9006a","block_type":"box","text":"IS-A-OC-Cap-0626","page_number":5,"box":{"x":773,"y":887,"width":110,"height":10}},{"id":"24deaf86-38d4-45f6-8ed4-7ff2944451c6","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":5,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"03135406-abcc-4282-80b0-d64466a926f0","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":5,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"174f78ea-0215-4b7f-89dd-f6d67b65ae75","block_type":"box","text":"iShares","page_number":6,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"4f765568-7959-4678-89de-05b3e7140e5c","block_type":"box","text":"®","page_number":6,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"54fa29ef-d5c7-4418-84bf-76959963f66f","block_type":"box","text":"iShares Trust","page_number":6,"box":{"x":450,"y":108,"width":103,"height":10}},{"id":"ef665319-404c-43e7-9ae4-7f01350bd73c","block_type":"box","text":"Supplement dated June 23, 2026","page_number":6,"box":{"x":376,"y":123,"width":251,"height":13}},{"id":"5cda4729-6501-4c91-b4bc-98573d33c228","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus and Statement of Additional Information","page_number":6,"box":{"x":119,"y":139,"width":765,"height":13}},{"id":"a04b11ce-3511-4a65-8690-9204507ea9b6","block_type":"box","text":"(“SAI”) for the iShares Large Cap 10% Target Buffer Jun ETF (TENJ), iShares Large Cap Max Buffer","page_number":6,"box":{"x":131,"y":154,"width":742,"height":13}},{"id":"4d7f5eb3-b07f-4563-bbda-f31d975797cd","block_type":"box","text":"Jun ETF (MAXJ) and iShares Large Cap Accelerated Outcome ETF (TWOX) (each, a “Fund”)","page_number":6,"box":{"x":157,"y":170,"width":688,"height":13}},{"id":"377d16b4-bc1d-482e-a78b-bf0d1a239959","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":6,"box":{"x":116,"y":193,"width":764,"height":13}},{"id":"94483f48-c63b-439c-9f03-a7c40974e638","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":6,"box":{"x":116,"y":209,"width":747,"height":12}},{"id":"fd3ed26a-99ba-4187-bac2-a0025dcae2de","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":6,"box":{"x":116,"y":224,"width":385,"height":13}},{"id":"0a6cab2e-129c-43cc-8d31-97d763e9a919","block_type":"box","text":"The table below shows an estimated range for the Approximate Cap for each Fund’s upcoming Outcome","page_number":6,"box":{"x":116,"y":247,"width":766,"height":13}},{"id":"0697573e-7cd9-4908-acac-cd1dae2aee5b","block_type":"box","text":"Period as estimated by the Fund’s investment adviser using information available as of the date of this","page_number":6,"box":{"x":117,"y":263,"width":743,"height":13}},{"id":"ec0cabbe-0c32-4f2c-8a60-f33dfb9b5ced","block_type":"box","text":"supplement. The estimate is unaudited, subject to certain limitations and subject to change, and each","page_number":6,"box":{"x":116,"y":278,"width":741,"height":13}},{"id":"77899c93-4a6d-40c3-9a0a-282994856a3a","block_type":"box","text":"Fund is under no obligation to, and does not expect to, update the estimate. The final Approximate Cap","page_number":6,"box":{"x":117,"y":294,"width":753,"height":13}},{"id":"5721b3eb-1a9d-4ec0-b935-29e2ee2f7d40","block_type":"box","text":"for the upcoming Outcome Period, which may be more or less than the estimated ranges, will be","page_number":6,"box":{"x":116,"y":309,"width":706,"height":13}},{"id":"e73faba7-afde-4269-bc15-2d47c3ec3a04","block_type":"box","text":"included in a supplement filing following the close of business on the last business day of the current","page_number":6,"box":{"x":117,"y":325,"width":735,"height":13}},{"id":"d457ce22-ae8e-493d-88d0-e87a22bf844d","block_type":"box","text":"Outcome Period.","page_number":6,"box":{"x":116,"y":340,"width":127,"height":10}},{"id":"b45033cb-75eb-4501-a597-dd7380b588fe","block_type":"box","text":"Fund (Ticker) Upcoming Outcome","page_number":6,"box":{"x":191,"y":364,"width":340,"height":12}},{"id":"83c9759b-1da4-454b-98ed-98b07ca85cc9","block_type":"box","text":"Period","page_number":6,"box":{"x":427,"y":377,"width":52,"height":10}},{"id":"688eb5c9-4ecb-4c9d-952a-5ea684ec49fe","block_type":"box","text":"Estimated Approximate Cap Range","page_number":6,"box":{"x":577,"y":364,"width":268,"height":12}},{"id":"f7df11bc-36ec-4c59-b373-77b15aec0351","block_type":"box","text":"iShares Large Cap 10% Target","page_number":6,"box":{"x":133,"y":395,"width":223,"height":12}},{"id":"7c69acee-417a-4eeb-9a28-83a6c714b8f4","block_type":"box","text":"Buffer Jun ETF (TENJ)","page_number":6,"box":{"x":167,"y":410,"width":156,"height":13}},{"id":"a3332696-d58f-430d-b59f-4917b3a3cd67","block_type":"box","text":"Jul. 1, 2026","page_number":6,"box":{"x":411,"y":395,"width":84,"height":11}},{"id":"4a382855-4904-4ddd-b53a-8c032be3b631","block_type":"box","text":"to Jun. 30, 2027","page_number":6,"box":{"x":394,"y":411,"width":118,"height":11}},{"id":"ca4a174e-84b0-4608-b816-1ab353a7311f","block_type":"box","text":"17.55% - 19.59% (gross of management fee)","page_number":6,"box":{"x":545,"y":395,"width":333,"height":12}},{"id":"1ad4ea4c-8f1f-4a63-93af-b9be5f1fc3c7","block_type":"box","text":"17.05% - 19.09% (net of management fee)","page_number":6,"box":{"x":553,"y":410,"width":317,"height":13}},{"id":"68414521-839a-4d3a-af28-97058539e847","block_type":"box","text":"iShares Large Cap Max Buffer","page_number":6,"box":{"x":136,"y":433,"width":217,"height":13}},{"id":"3ca32528-efbf-4cf0-9ce2-28271e0d7bdc","block_type":"box","text":"Jun ETF (MAXJ)","page_number":6,"box":{"x":186,"y":449,"width":116,"height":13}},{"id":"0d8f76ff-958a-418d-953e-cd218782e61e","block_type":"box","text":"Jul. 1, 2026","page_number":6,"box":{"x":411,"y":433,"width":84,"height":12}},{"id":"7d1dc13a-3fab-4464-b9dd-4e99e90afc68","block_type":"box","text":"to Jun. 30, 2027","page_number":6,"box":{"x":394,"y":450,"width":118,"height":11}},{"id":"b569f0d6-8bdf-455a-979c-3d5807501dca","block_type":"box","text":"7.55% - 8.59% (gross of management fee)","page_number":6,"box":{"x":553,"y":433,"width":315,"height":13}},{"id":"4560da9c-3af5-423d-9d66-766772e68f58","block_type":"box","text":"7.05% - 8.09% (net of management fee)","page_number":6,"box":{"x":561,"y":449,"width":299,"height":13}},{"id":"c4f1b9e8-7ec0-46a4-88f9-ba955ce12f2b","block_type":"box","text":"iShares Large Cap Accelerated","page_number":6,"box":{"x":133,"y":472,"width":223,"height":13}},{"id":"b660ef96-a6af-474c-9a92-1a0fde0d6ab6","block_type":"box","text":"Outcome ETF (TWOX)","page_number":6,"box":{"x":160,"y":488,"width":168,"height":12}},{"id":"6f2a438e-9939-41cd-8cea-5a6bcd71b825","block_type":"box","text":"Jul. 1, 2026","page_number":6,"box":{"x":411,"y":472,"width":84,"height":12}},{"id":"d488f1d4-1b5b-4410-880b-45f3ed071a60","block_type":"box","text":"to Sep. 30, 2026","page_number":6,"box":{"x":392,"y":488,"width":122,"height":12}},{"id":"170e2a4a-2f8a-4275-9da5-b2cd645e2987","block_type":"box","text":"6.07% - 7.99% (gross of management fee)","page_number":6,"box":{"x":553,"y":472,"width":315,"height":13}},{"id":"d9c03a2e-5869-427f-85b2-36cde4d04865","block_type":"box","text":"5.95% - 7.86% (net of management fee)","page_number":6,"box":{"x":561,"y":488,"width":299,"height":12}},{"id":"ae472a42-cf3a-489a-a02c-88700b5698c4","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":6,"box":{"x":117,"y":519,"width":521,"height":12}},{"id":"453fc44c-b045-4286-9888-31f7e6976089","block_type":"box","text":"iShares","page_number":6,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"23fb2770-c81a-4ad3-b4c9-130b3cc62ecf","block_type":"box","text":"®","page_number":6,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"544d6644-073a-4474-8d93-a25c8cc7b163","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":6,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"bed6d9a7-3e32-4807-aa1e-f752070912b0","block_type":"box","text":"IS-A-iCap-0626","page_number":6,"box":{"x":793,"y":887,"width":90,"height":10}},{"id":"c9ee0b8a-18dc-41d9-8860-9ab85e8bd2ab","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":6,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"3795781e-fc39-46ab-8204-4a2babf7eea7","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":6,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"6da97e58-c509-486b-94da-bef030420789","block_type":"box","text":"iShares","page_number":7,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"18068c81-b885-480d-98b1-b36e1f59311e","block_type":"box","text":"®","page_number":7,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"0d3a54da-8f7c-4376-8422-457ec31e6bd6","block_type":"box","text":"iShares Trust","page_number":7,"box":{"x":450,"y":108,"width":103,"height":10}},{"id":"fb3876b7-a6c7-4bc9-8be7-1c8aa26afa69","block_type":"box","text":"Supplement dated April 1, 2026","page_number":7,"box":{"x":379,"y":123,"width":245,"height":13}},{"id":"a4a201d1-faff-4ddb-a9dd-2d5dcae6537f","block_type":"box","text":"to the currently effective Prospectus, Summary Prospectus and Statement of Additional Information","page_number":7,"box":{"x":119,"y":139,"width":765,"height":13}},{"id":"920a44fc-f5a4-4484-8106-5b91f1adea2a","block_type":"box","text":"(“SAI”) for the iShares Large Cap Accelerated Outcome ETF (TWOX), iShares Large Cap 10% Target","page_number":7,"box":{"x":124,"y":154,"width":756,"height":13}},{"id":"386cbd05-4134-4209-865a-e8690dc5effa","block_type":"box","text":"Buffer Mar ETF (TENM) and iShares Large Cap Max Buffer Mar ETF (MMAX) (each, a “Fund”)","page_number":7,"box":{"x":150,"y":170,"width":704,"height":13}},{"id":"cac2855d-9d50-4f1c-bbdd-861c49d5c1cd","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":7,"box":{"x":116,"y":193,"width":764,"height":13}},{"id":"e661c452-d423-4018-aac2-271c64fee2a5","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":7,"box":{"x":116,"y":209,"width":747,"height":12}},{"id":"0314888b-fc5f-4934-8898-1c825c4bcff7","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":7,"box":{"x":116,"y":224,"width":385,"height":13}},{"id":"c30ee33a-f96b-4ca5-920a-7dc0d5dbc72d","block_type":"box","text":"An investment in each Fund over the course of the Outcome Period is subject to such Fund’s","page_number":7,"box":{"x":116,"y":247,"width":677,"height":13}},{"id":"f1633eda-b21c-4214-a883-bc5d67274dd2","block_type":"box","text":"Approximate Cap as set forth in the table below.","page_number":7,"box":{"x":116,"y":263,"width":354,"height":13}},{"id":"461c745e-c5f6-4f18-9b10-c93050fcf5ff","block_type":"box","text":"Fund (Ticker) Outcome Period Approximate Cap","page_number":7,"box":{"x":215,"y":294,"width":589,"height":13}},{"id":"285723d2-a6b0-48ac-8f11-e300828aeb3a","block_type":"box","text":"iShares Large Cap Accelerated","page_number":7,"box":{"x":156,"y":331,"width":224,"height":13}},{"id":"f56f31d2-7199-4022-a2e7-2f5e13f388b5","block_type":"box","text":"Outcome ETF (TWOX)","page_number":7,"box":{"x":184,"y":347,"width":168,"height":12}},{"id":"2216b80c-42d2-45b8-b13a-4471e2962c0e","block_type":"box","text":"Apr. 1, 2026 to","page_number":7,"box":{"x":446,"y":332,"width":112,"height":12}},{"id":"7f443290-3abb-47d8-8233-cdcae4bce7ba","block_type":"box","text":"Jun. 30, 2026","page_number":7,"box":{"x":452,"y":348,"width":99,"height":11}},{"id":"0101d0d3-cc5b-41d7-a703-79691ed7172a","block_type":"box","text":"8.14% (gross of management fee)","page_number":7,"box":{"x":609,"y":327,"width":254,"height":13}},{"id":"b3c1f893-1af2-41d7-b387-bdc23459292b","block_type":"box","text":"8.02% (net of management fee)","page_number":7,"box":{"x":617,"y":351,"width":238,"height":12}},{"id":"5e109465-fb41-4593-a35a-0bd77d180a1c","block_type":"box","text":"iShares Large Cap 10% Target","page_number":7,"box":{"x":156,"y":389,"width":224,"height":12}},{"id":"0f7ce4db-7f55-4087-ba36-783bcfaebb4d","block_type":"box","text":"Buffer Mar ETF (TENM)","page_number":7,"box":{"x":182,"y":404,"width":173,"height":13}},{"id":"557971da-7e10-4b7c-a9f1-62e16eacefc6","block_type":"box","text":"Apr. 1, 2026 to","page_number":7,"box":{"x":446,"y":390,"width":112,"height":12}},{"id":"854246f4-f5cd-4f50-b73c-4e5afb349205","block_type":"box","text":"Mar. 31, 2027","page_number":7,"box":{"x":450,"y":405,"width":104,"height":11}},{"id":"b346e432-910e-4770-bf4f-a8ad23b085db","block_type":"box","text":"18.89% (gross of management fee)","page_number":7,"box":{"x":606,"y":385,"width":261,"height":12}},{"id":"f047c9e3-20eb-4633-bdf8-fe3b55d47f81","block_type":"box","text":"18.39% (net of management fee)","page_number":7,"box":{"x":614,"y":408,"width":245,"height":13}},{"id":"d485d56e-8a96-4760-8c8b-cc094b54580c","block_type":"box","text":"iShares Large Cap Max Buffer Mar","page_number":7,"box":{"x":143,"y":446,"width":250,"height":13}},{"id":"a7e17cb0-6eb4-4bd3-af27-4c82ececd2ca","block_type":"box","text":"ETF (MMAX)","page_number":7,"box":{"x":219,"y":461,"width":98,"height":13}},{"id":"433e8f45-953f-4e9b-b190-7a813575370e","block_type":"box","text":"Apr. 1, 2026 to","page_number":7,"box":{"x":446,"y":447,"width":112,"height":12}},{"id":"63386d1a-95c0-4917-8180-519c73d7b01d","block_type":"box","text":"Mar. 31, 2027","page_number":7,"box":{"x":450,"y":462,"width":104,"height":12}},{"id":"94498e4d-5199-4aac-91a7-c248097a2941","block_type":"box","text":"7.02% (gross of management fee)","page_number":7,"box":{"x":609,"y":442,"width":254,"height":13}},{"id":"adaa5098-41b8-41eb-94b6-ea86bc5111a4","block_type":"box","text":"6.52% (net of management fee)","page_number":7,"box":{"x":617,"y":465,"width":238,"height":13}},{"id":"610b4b7f-064c-4fe4-af97-7f0f51a2250a","block_type":"box","text":"Each Fund’s Prospectus, Summary Prospectus and SAI are amended to revise all references to the","page_number":7,"box":{"x":117,"y":500,"width":712,"height":12}},{"id":"8aa6c7bf-5700-447a-89e2-f0c0f31f7b08","block_type":"box","text":"Outcome Period and Approximate Cap, when applicable, to reflect the information above.","page_number":7,"box":{"x":116,"y":515,"width":655,"height":13}},{"id":"28693734-02b5-4931-9603-351e4f328de0","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":7,"box":{"x":117,"y":538,"width":521,"height":13}},{"id":"b1e05ea2-2b38-4cb6-8615-7e779739b6b3","block_type":"box","text":"iShares","page_number":7,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"45c35d2c-c6ac-4469-8c16-ff2c676f2983","block_type":"box","text":"®","page_number":7,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"9cc85b3d-f33d-426c-8c8a-394c67924366","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":7,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"e225ea5d-7977-4061-a5b1-97b5f76987bf","block_type":"box","text":"IS-A- OC-Cap-0426","page_number":7,"box":{"x":770,"y":887,"width":113,"height":10}},{"id":"1ce3b26c-1958-411e-aa6b-4de38a6c50b4","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":7,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"29444db3-d734-40b4-8adb-c4bf4d63d55b","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":7,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"c12d4403-96db-451e-ad6e-da70f80d0e45","block_type":"box","text":"iShares","page_number":8,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"9486c04c-918c-402d-a026-8575fec694a8","block_type":"box","text":"®","page_number":8,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"152e3e69-5100-4480-9ca4-7aa69000b6c9","block_type":"box","text":"iShares Trust","page_number":8,"box":{"x":450,"y":108,"width":103,"height":10}},{"id":"5e19be2c-cf19-4c60-853b-23ecaeb1e48a","block_type":"box","text":"Supplement dated March 24, 2026","page_number":8,"box":{"x":369,"y":123,"width":265,"height":13}},{"id":"c4b9ec7f-8afa-4c5b-a933-416b70402d54","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus and Statement of Additional Information","page_number":8,"box":{"x":119,"y":139,"width":765,"height":13}},{"id":"906ecc5a-b987-4b2f-a932-22bf8ffbec2b","block_type":"box","text":"(“SAI”) for the iShares Large Cap Accelerated Outcome ETF (TWOX), iShares Large Cap 10% Target","page_number":8,"box":{"x":124,"y":154,"width":756,"height":13}},{"id":"646d3220-c1a4-49e3-a5ef-51664336b421","block_type":"box","text":"Buffer Mar ETF (TENM) and iShares Large Cap Max Buffer Mar ETF (MMAX) (each, a “Fund”)","page_number":8,"box":{"x":150,"y":170,"width":704,"height":13}},{"id":"332c498d-c1c4-486e-a80d-e4508f0ef91b","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":8,"box":{"x":116,"y":193,"width":764,"height":13}},{"id":"c6861e21-37e3-4bbe-a57d-c268ec13f9a4","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":8,"box":{"x":116,"y":209,"width":747,"height":12}},{"id":"17893cbd-ae2c-4ea9-a9a1-4845136759dc","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":8,"box":{"x":116,"y":224,"width":385,"height":13}},{"id":"daec3921-40dc-4f34-851f-c4763267e554","block_type":"box","text":"The table below shows an estimated range for the Approximate Cap for each Fund’s upcoming Outcome","page_number":8,"box":{"x":116,"y":247,"width":766,"height":13}},{"id":"91b19036-9a15-4688-8f84-58ea9ed26338","block_type":"box","text":"Period as estimated by the Fund’s investment adviser using information available as of the date of this","page_number":8,"box":{"x":117,"y":263,"width":743,"height":13}},{"id":"fdc16f23-dd8e-47d7-aa86-88e2647ea1ed","block_type":"box","text":"supplement. The estimate is unaudited, subject to certain limitations and subject to change, and each","page_number":8,"box":{"x":116,"y":278,"width":741,"height":13}},{"id":"b3063011-deb9-4604-b88c-ffc8ecc0a1d2","block_type":"box","text":"Fund is under no obligation to, and does not expect to, update the estimate. The final Approximate Cap","page_number":8,"box":{"x":117,"y":294,"width":753,"height":13}},{"id":"9c00a4b6-cad5-45ae-a000-b0ce4c64f539","block_type":"box","text":"for the upcoming Outcome Period, which may be more or less than the estimated ranges, will be","page_number":8,"box":{"x":116,"y":309,"width":706,"height":13}},{"id":"a865fdcd-ce7a-418f-bc20-00819f4b6627","block_type":"box","text":"included in a supplement filing following the close of business on the last business day of the current","page_number":8,"box":{"x":117,"y":325,"width":735,"height":13}},{"id":"6e1c1640-71fa-486e-a5c2-5628c33c82ec","block_type":"box","text":"Outcome Period.","page_number":8,"box":{"x":116,"y":340,"width":127,"height":10}},{"id":"33fce033-815b-42b8-94f6-237780763cb3","block_type":"box","text":"Fund (Ticker) Upcoming Outcome Period Estimated Approximate Cap Range","page_number":8,"box":{"x":156,"y":369,"width":717,"height":13}},{"id":"8b744eec-c460-4a52-a844-488290e2d6ad","block_type":"box","text":"iShares Large Cap","page_number":8,"box":{"x":143,"y":390,"width":133,"height":12}},{"id":"715bebe0-4f3c-4cf9-9bc2-0261d8f5cc5d","block_type":"box","text":"Accelerated","page_number":8,"box":{"x":172,"y":405,"width":90,"height":10}},{"id":"1f2f788e-d792-400e-b885-da6a1b022717","block_type":"box","text":"Outcome ETF","page_number":8,"box":{"x":166,"y":421,"width":103,"height":10}},{"id":"3e07e6cd-9ea6-4214-88dc-b2bb5d5938be","block_type":"box","text":"(TWOX)","page_number":8,"box":{"x":186,"y":436,"width":63,"height":13}},{"id":"43f2ed13-487f-486c-9ff2-2fb770bc768b","block_type":"box","text":"Apr. 1, 2026","page_number":8,"box":{"x":400,"y":406,"width":93,"height":12}},{"id":"f423005e-dcc8-47dc-9735-5d57614ab3da","block_type":"box","text":"to Jun. 30, 2026","page_number":8,"box":{"x":387,"y":421,"width":118,"height":11}},{"id":"8ff717da-a5d9-4ebd-979c-fcf78a13e0d4","block_type":"box","text":"6.70% - 9.20% (gross of management","page_number":8,"box":{"x":598,"y":390,"width":283,"height":12}},{"id":"1e5b9a6f-4afc-438f-9a12-c1373a24b183","block_type":"box","text":"fee)","page_number":8,"box":{"x":731,"y":405,"width":33,"height":13}},{"id":"14de51d7-53fc-4880-946f-068f819a7147","block_type":"box","text":"6.57% - 9.07% (net of management","page_number":8,"box":{"x":606,"y":421,"width":267,"height":12}},{"id":"c036817f-31ae-4152-a315-5e6cd940e719","block_type":"box","text":"fee)","page_number":8,"box":{"x":731,"y":436,"width":33,"height":13}},{"id":"53ed6c10-ff8b-47ad-a354-b28cf335ea51","block_type":"box","text":"iShares Large Cap 10%","page_number":8,"box":{"x":123,"y":467,"width":172,"height":13}},{"id":"29bd91f0-0d4a-4561-b90e-9c8929dbbdc3","block_type":"box","text":"Target Buffer Mar","page_number":8,"box":{"x":150,"y":483,"width":134,"height":12}},{"id":"43cef5b6-3d45-4907-b5ae-cbc11248d0fc","block_type":"box","text":"ETF (TENM)","page_number":8,"box":{"x":172,"y":498,"width":91,"height":13}},{"id":"d74157b8-f8b5-41fa-8967-a135e50a7b1c","block_type":"box","text":"Apr. 1, 2026 to Mar. 31, 2027","page_number":8,"box":{"x":337,"y":483,"width":218,"height":12}},{"id":"5e59bd51-eb2e-43b8-a30e-1a4be1f1fe7a","block_type":"box","text":"16.75% - 19.25% (gross of","page_number":8,"box":{"x":641,"y":459,"width":198,"height":13}},{"id":"c6bd2f69-259d-45eb-a298-af7631107068","block_type":"box","text":"management fee)","page_number":8,"box":{"x":682,"y":475,"width":132,"height":12}},{"id":"908a8b2c-2669-4ea2-bd20-2193f0c79fc9","block_type":"box","text":"16.25% - 18.75% (net of management","page_number":8,"box":{"x":598,"y":490,"width":284,"height":13}},{"id":"5bd2bbfa-0e7e-4074-9ae4-55d09853c964","block_type":"box","text":"fee)","page_number":8,"box":{"x":731,"y":506,"width":33,"height":12}},{"id":"59ebca6a-fa26-4941-a97a-963b9a06ec89","block_type":"box","text":"iShares Large Cap Max","page_number":8,"box":{"x":125,"y":537,"width":169,"height":12}},{"id":"450a242c-eafd-4c36-b57e-3d6c6622f573","block_type":"box","text":"Buffer Mar ETF","page_number":8,"box":{"x":162,"y":552,"width":111,"height":10}},{"id":"d5cd0baf-5f7a-4fd4-9e51-26516a621eac","block_type":"box","text":"(MMAX)","page_number":8,"box":{"x":184,"y":568,"width":67,"height":12}},{"id":"3c9fa298-3340-4a8f-9809-26e4633672e3","block_type":"box","text":"Apr. 1, 2026 to Mar. 31, 2027","page_number":8,"box":{"x":337,"y":553,"width":218,"height":12}},{"id":"701c8989-4392-49cc-a3be-265f0ebd315f","block_type":"box","text":"6.80% - 7.90% (gross of management","page_number":8,"box":{"x":598,"y":529,"width":283,"height":13}},{"id":"b8f74c87-083c-4d8a-b6bb-9914c6de947b","block_type":"box","text":"fee)","page_number":8,"box":{"x":731,"y":545,"width":33,"height":12}},{"id":"30e5afa5-2238-44e4-a4f3-3cec5b711a9e","block_type":"box","text":"6.30% - 7.40% (net of management","page_number":8,"box":{"x":606,"y":560,"width":267,"height":13}},{"id":"acb2c81f-acb0-4fb8-8d8c-8fd57ff1a155","block_type":"box","text":"fee)","page_number":8,"box":{"x":731,"y":576,"width":33,"height":12}},{"id":"6eaadcf1-5981-4f41-a857-fcc7bcbb5597","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":8,"box":{"x":117,"y":607,"width":521,"height":12}},{"id":"72e96c5d-3c48-465b-8943-5672071b2f22","block_type":"box","text":"iShares","page_number":8,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"ff4a4f81-8a13-4f45-bfdd-bc520d0fab74","block_type":"box","text":"®","page_number":8,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"b6df0621-b828-433a-9b84-49b8134d3571","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":8,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"9f90d7a0-f392-4b28-86c8-4536b6ce0e5e","block_type":"box","text":"IS-A-iCap-0326","page_number":8,"box":{"x":793,"y":887,"width":90,"height":10}},{"id":"9241ee51-1901-4056-8f45-6caa8d4fea29","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":8,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"527a2cf7-71f0-491a-9972-19e405278d68","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":8,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"22adfbd8-3b3d-49fd-92d1-f78baf01aa53","block_type":"box","text":"iShares","page_number":9,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"f0b108e4-bc14-476f-b4b4-d1508da25fd4","block_type":"box","text":"®","page_number":9,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"0e1b8005-294f-4476-8e15-ebce2fa0a663","block_type":"box","text":"iShares Trust","page_number":9,"box":{"x":450,"y":108,"width":103,"height":10}},{"id":"137fe5aa-d459-401b-b6ad-643ae5d829fd","block_type":"box","text":"Supplement dated January 2, 2026","page_number":9,"box":{"x":369,"y":123,"width":265,"height":13}},{"id":"7c5859f2-44ed-4f3e-8918-4e9ce6cbc6d3","block_type":"box","text":"to the currently effective Prospectus, Summary Prospectus and Statement of Additional","page_number":9,"box":{"x":167,"y":139,"width":669,"height":13}},{"id":"5220fd4c-87a3-4ceb-b1d5-64a402a056d7","block_type":"box","text":"Information (“SAI”) for the iShares Large Cap Accelerated Outcome ETF (TWOX), iShares Large","page_number":9,"box":{"x":139,"y":154,"width":726,"height":13}},{"id":"457dbce5-2e38-48e3-b883-45baa2bc4565","block_type":"box","text":"Cap 10% Target Buffer Dec ETF (TEND) and iShares Large Cap Max Buffer Dec ETF (DMAX)","page_number":9,"box":{"x":155,"y":170,"width":693,"height":13}},{"id":"a5797b7b-c894-4415-b2e6-cab08a5f759f","block_type":"box","text":"(each, a “Fund”)","page_number":9,"box":{"x":439,"y":185,"width":126,"height":13}},{"id":"8d1747f4-1fd5-42fa-aefb-b54323bbed04","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":9,"box":{"x":116,"y":209,"width":764,"height":12}},{"id":"682c5926-257f-4e5b-ba2b-e9dc806b7ce0","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":9,"box":{"x":116,"y":224,"width":747,"height":13}},{"id":"59d1a324-5f8c-44be-a5d2-622ca5ed44b5","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":9,"box":{"x":116,"y":240,"width":385,"height":12}},{"id":"e895d0f3-2aa1-4ee0-9471-c92f068b617d","block_type":"box","text":"An investment in each Fund over the course of the Outcome Period is subject to such Fund’s","page_number":9,"box":{"x":116,"y":263,"width":677,"height":13}},{"id":"2e195250-a302-4a25-a0ac-67ace47ab1ac","block_type":"box","text":"Approximate Cap as set forth in the table below.","page_number":9,"box":{"x":116,"y":278,"width":354,"height":13}},{"id":"e92d6255-52e1-4919-a58b-23d5f3165b15","block_type":"box","text":"Fund (Ticker) Outcome Period Approximate Cap","page_number":9,"box":{"x":215,"y":299,"width":589,"height":13}},{"id":"82e00b4e-fd75-45f7-9b48-db20791b7723","block_type":"box","text":"iShares Large Cap Accelerated","page_number":9,"box":{"x":156,"y":320,"width":224,"height":12}},{"id":"9df7c720-cb7c-4043-b4ce-694036353876","block_type":"box","text":"Outcome ETF (TWOX)","page_number":9,"box":{"x":192,"y":335,"width":168,"height":13}},{"id":"5d9dd380-cad6-47b5-9a4c-7a6da1bd226d","block_type":"box","text":"Jan. 1, 2026 to","page_number":9,"box":{"x":447,"y":320,"width":109,"height":11}},{"id":"444ea0ad-27a6-4916-8144-b87f7054290e","block_type":"box","text":"Mar. 31, 2026","page_number":9,"box":{"x":450,"y":336,"width":104,"height":11}},{"id":"c60763c0-4860-453d-9c1a-a5651b41f6db","block_type":"box","text":"6.34% (gross of management fee)","page_number":9,"box":{"x":609,"y":320,"width":254,"height":12}},{"id":"fb119789-ae30-4be9-b4dd-2bdc4f7cd79d","block_type":"box","text":"6.22% (net of management fee)","page_number":9,"box":{"x":617,"y":335,"width":238,"height":13}},{"id":"306fb134-0ef4-4470-986b-7e0e34246ebc","block_type":"box","text":"iShares Large Cap 10% Target Buffer","page_number":9,"box":{"x":132,"y":359,"width":272,"height":12}},{"id":"dc5ee301-3b10-40c3-85bc-ac2ff429d5c2","block_type":"box","text":"Dec ETF (TEND)","page_number":9,"box":{"x":216,"y":374,"width":121,"height":13}},{"id":"63caf6d5-cc47-41c4-af7a-ee93cc491757","block_type":"box","text":"Jan. 1, 2026 to","page_number":9,"box":{"x":447,"y":359,"width":109,"height":11}},{"id":"59e091ea-28c1-41d1-93cb-8b962af3d9cb","block_type":"box","text":"Dec. 31, 2026","page_number":9,"box":{"x":451,"y":375,"width":103,"height":11}},{"id":"234e8b00-fc9a-40cf-b4d5-eed6a2b5cad1","block_type":"box","text":"16.65% (gross of management fee)","page_number":9,"box":{"x":606,"y":359,"width":261,"height":12}},{"id":"95294218-d2e3-47b7-bf31-23676450bb8d","block_type":"box","text":"16.15% (net of management fee)","page_number":9,"box":{"x":614,"y":374,"width":245,"height":13}},{"id":"9f982d44-9ebe-4d67-a7b6-82b11d0acb20","block_type":"box","text":"iShares Large Cap Max Buffer Dec ETF","page_number":9,"box":{"x":128,"y":397,"width":281,"height":13}},{"id":"04db0cb7-949b-4ce6-8005-8bec3b4ea23e","block_type":"box","text":"(DMAX)","page_number":9,"box":{"x":245,"y":413,"width":64,"height":12}},{"id":"9df0590d-05a1-4223-8b8a-fc43f29d33cf","block_type":"box","text":"Jan. 1, 2026 to","page_number":9,"box":{"x":447,"y":398,"width":109,"height":11}},{"id":"c9b58c92-9df0-486b-8b11-2d77e20d6fa7","block_type":"box","text":"Dec. 31, 2026","page_number":9,"box":{"x":451,"y":413,"width":103,"height":11}},{"id":"cb9d3b40-fdda-476b-bfda-185e66efa424","block_type":"box","text":"6.80% (gross of management fee)","page_number":9,"box":{"x":609,"y":397,"width":254,"height":13}},{"id":"304dc488-8a1b-4100-84e0-3bf94a0e2c5f","block_type":"box","text":"6.30% (net of management fee)","page_number":9,"box":{"x":617,"y":413,"width":238,"height":12}},{"id":"428618f5-b13b-4b38-9866-8efcdae53c89","block_type":"box","text":"Each Fund’s Prospectus, Summary Prospectus and SAI are amended to revise all references to the","page_number":9,"box":{"x":117,"y":444,"width":712,"height":12}},{"id":"fbf84721-feef-4654-a2a3-547fe47beabc","block_type":"box","text":"Outcome Period and Approximate Cap, when applicable, to reflect the information above.","page_number":9,"box":{"x":116,"y":459,"width":655,"height":13}},{"id":"955c591b-02e1-465b-825a-7c746bf53a2a","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":9,"box":{"x":117,"y":483,"width":521,"height":12}},{"id":"03369273-268c-4966-bf2e-21ffd0ce0131","block_type":"box","text":"iShares","page_number":9,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"bac447b7-f471-4382-8972-b29566c378d2","block_type":"box","text":"®","page_number":9,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"8cf392c4-c547-4b06-b87a-032700384d72","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its 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Capitalized terms used herein that are not defined have the","page_number":11,"box":{"x":89,"y":323,"width":838,"height":11}},{"id":"80acbee6-1bc6-49e8-8011-2e99e226dde5","block_type":"box","text":"same meaning as in the Prospectus, unless otherwise noted. The Financial Statements and Notes contained in the","page_number":11,"box":{"x":89,"y":338,"width":872,"height":12}},{"id":"d38f4390-f5b3-489e-91f8-ecf5a545758c","block_type":"box","text":"applicable Annual Report and Semi-Annual Report of the Trust for the Funds are incorporated by reference into","page_number":11,"box":{"x":89,"y":353,"width":847,"height":12}},{"id":"1a3ca255-a351-4f20-9031-6664b9763afb","block_type":"box","text":"and are deemed to be part of this SAI. A copy of each Fund's Prospectus, Annual Report and Semi-Annual Report,","page_number":11,"box":{"x":89,"y":368,"width":860,"height":12}},{"id":"490aedba-2b24-4b9e-992b-d70ca22234ed","block_type":"box","text":"as applicable, may be obtained without charge by writing to the Trust's distributor, BlackRock Investments, LLC","page_number":11,"box":{"x":89,"y":383,"width":845,"height":12}},{"id":"e3ffde0b-c0de-4413-b90a-df5cabae2512","block_type":"box","text":"(the “Distributor” or “BRIL”), 1 University Square Drive, Princeton, NJ 08540, calling 1-800-iShares (1-800-474-","page_number":11,"box":{"x":89,"y":398,"width":852,"height":12}},{"id":"1eea12a5-ae93-49db-9cd6-07bb2e24ddb0","block_type":"box","text":"2737) or visiting www.iShares.com. 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Shares of each Fund are listed for trading on the Cboe BZX Exchange, Inc.","page_number":15,"box":{"x":89,"y":659,"width":867,"height":12}},{"id":"6fe5909d-663f-4ab4-b662-f801485d6c68","block_type":"box","text":"(“Cboe BZX”), a national securities exchange. Shares of each Fund are traded in the secondary market and elsewhere at","page_number":15,"box":{"x":89,"y":674,"width":838,"height":12}},{"id":"b4cb1ac9-62ef-460d-890b-d82d98723eb6","block_type":"box","text":"market prices that may be at, above or below the Fund’s NAV. Shares are redeemable only in Creation Units, and, generally, in","page_number":15,"box":{"x":89,"y":689,"width":873,"height":12}},{"id":"c4fe288f-c501-4313-acbb-4988ee24fb79","block_type":"box","text":"exchange for portfolio securities and a Cash Amount (as defined in the Redemption of Creation Units section of this SAI).","page_number":15,"box":{"x":89,"y":704,"width":847,"height":12}},{"id":"5aca298a-4e5c-493d-9537-a740341f8b86","block_type":"box","text":"Creation Units typically are a specified number of shares, generally 40,000 or multiples thereof.","page_number":15,"box":{"x":89,"y":719,"width":662,"height":13}},{"id":"aa3e143c-d724-4b23-b7c0-5a2e2fbf44b9","block_type":"box","text":"The Trust reserves the right to permit or require that creations and redemptions of shares are effected fully or partially in cash","page_number":15,"box":{"x":88,"y":746,"width":878,"height":12}},{"id":"9c1ae489-b433-4b3f-af26-59de909ea8a2","block_type":"box","text":"and reserves the right to permit or require the substitution of Deposit Securities in lieu of cash. Shares may be issued in","page_number":15,"box":{"x":89,"y":761,"width":832,"height":12}},{"id":"b69947f9-d189-4dfb-80ee-2cfbbb2cf047","block_type":"box","text":"advance of receipt of Deposit Securities, subject to various conditions, including a requirement that the Authorized","page_number":15,"box":{"x":89,"y":776,"width":802,"height":12}},{"id":"603ed25e-3c41-4717-97fe-613efefb8b6d","block_type":"box","text":"Participant maintain with the Trust collateral as set forth in the handbook for Authorized Participants. The Trust may use","page_number":15,"box":{"x":89,"y":791,"width":842,"height":12}},{"id":"81aeabd1-27ec-49b0-8acd-2b4f1cd5ab66","block_type":"box","text":"such collateral at any time to purchase Deposit Securities. See the Creation and Redemption of Creation Units section of this","page_number":15,"box":{"x":89,"y":806,"width":868,"height":12}},{"id":"b748b93f-4ca7-47e3-b4a7-2e1ee435061d","block_type":"box","text":"SAI. Transaction fees and other costs associated with creations or redemptions that include a cash portion may be higher","page_number":15,"box":{"x":88,"y":821,"width":851,"height":13}},{"id":"3d3bc71a-e83c-46bf-b1fe-eb5ecdc27fe8","block_type":"box","text":"than the transaction fees and other costs associated with in-kind creations or redemptions. In all cases, conditions with","page_number":15,"box":{"x":88,"y":836,"width":836,"height":13}},{"id":"7d1c85fe-1249-4de1-be99-e3d612745ce3","block_type":"box","text":"1","page_number":15,"box":{"x":526,"y":894,"width":3,"height":9}},{"id":"f193e130-50a5-4a3d-ab06-e1dc4dc235b3","block_type":"box","text":"respect to creations and redemptions of shares and fees will be limited in accordance with the requirements of SEC rules and","page_number":16,"box":{"x":89,"y":44,"width":873,"height":12}},{"id":"7906140d-0881-4acc-88f3-8991576bd394","block_type":"box","text":"regulations applicable to management investment companies offering redeemable securities.","page_number":16,"box":{"x":89,"y":59,"width":652,"height":12}},{"id":"b5a2e0fd-a3c9-441d-9321-4a662be2d4ce","block_type":"box","text":"Exchange Listing and Trading","page_number":16,"box":{"x":91,"y":90,"width":491,"height":29}},{"id":"d3e2294a-7e02-450a-b388-f6dccf6b5007","block_type":"box","text":"A discussion of exchange listing and trading matters associated with an investment in each Fund is contained in the","page_number":16,"box":{"x":88,"y":131,"width":813,"height":12}},{"id":"acde74c9-2565-4df6-9182-3130f010de5a","block_type":"box","text":"Shareholder Information","page_number":16,"box":{"x":88,"y":146,"width":170,"height":11}},{"id":"358b3379-17a7-46a6-b4fc-3b2653808714","block_type":"box","text":"section of each Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":16,"box":{"x":264,"y":146,"width":651,"height":12}},{"id":"9b334c41-278f-40ff-b05f-c1db4433e26d","block_type":"box","text":"conjunction with, that section of the Prospectus.","page_number":16,"box":{"x":89,"y":161,"width":339,"height":12}},{"id":"629e9bc2-4f64-432c-acad-c8d38922b4ab","block_type":"box","text":"Shares of each Fund are listed for trading, and trade throughout the day, on the Listing Exchange and in other secondary","page_number":16,"box":{"x":88,"y":188,"width":844,"height":12}},{"id":"6b0110e9-529d-4b30-b023-ff2c79f7fff9","block_type":"box","text":"markets. Shares of the Funds may also be listed on certain non-U.S. exchanges. There can be no assurance that the","page_number":16,"box":{"x":89,"y":203,"width":806,"height":12}},{"id":"c3b574e2-0afb-4038-a628-60b0b796812a","block_type":"box","text":"requirements of the Listing Exchange necessary to maintain the listing of shares of any Fund will continue to be met. The","page_number":16,"box":{"x":89,"y":218,"width":847,"height":12}},{"id":"220ab1c5-08b9-4f5a-90bb-753ab4db7fba","block_type":"box","text":"Listing Exchange may, but is not required to, remove the shares of a Fund from listing if, among other things: (i) following the","page_number":16,"box":{"x":89,"y":233,"width":875,"height":12}},{"id":"7c4a1d41-9223-4e51-8c6d-7f9fa8bea04f","block_type":"box","text":"initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50 record and/or","page_number":16,"box":{"x":89,"y":248,"width":878,"height":12}},{"id":"5e65f8e3-a32c-46e1-b042-6281b0041ee9","block_type":"box","text":"beneficial owners of shares of a Fund; (ii) a Fund is no longer eligible to operate in reliance on Rule 6c-11 under the","page_number":16,"box":{"x":89,"y":263,"width":803,"height":12}},{"id":"0e32b2d5-7764-45c6-a9d2-6f6fe1dbdf93","block_type":"box","text":"Investment Company Act; (iii) any of the other listing requirements are not continuously maintained; or (iv) any event shall","page_number":16,"box":{"x":89,"y":278,"width":857,"height":13}},{"id":"8208cbc5-d2ec-4ee1-8e57-f6fc5792384e","block_type":"box","text":"occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing Exchange","page_number":16,"box":{"x":89,"y":293,"width":847,"height":13}},{"id":"4f47bc04-57a4-4a35-8e93-a6f7285ea3b9","block_type":"box","text":"inadvisable. The Listing Exchange will also remove shares of a Fund from listing and trading upon termination of the Fund.","page_number":16,"box":{"x":89,"y":308,"width":856,"height":13}},{"id":"e9eb93bc-d000-4fb9-a296-fb73c9c1ef8d","block_type":"box","text":"As in the case of other publicly-traded securities, when you buy or sell shares of a Fund through a broker, you may incur a","page_number":16,"box":{"x":88,"y":335,"width":852,"height":12}},{"id":"aa5a4d5e-b3ba-4edf-a422-170c78679505","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":16,"box":{"x":89,"y":350,"width":524,"height":12}},{"id":"b284a800-d60d-4203-91ef-6dc82540e6a6","block_type":"box","text":"The Trust reserves the right to adjust the share price of the Funds in the future to maintain convenient trading ranges for","page_number":16,"box":{"x":88,"y":376,"width":845,"height":13}},{"id":"d5728af2-9f98-40a7-b770-98f86e0274d9","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":16,"box":{"x":89,"y":392,"width":859,"height":12}},{"id":"92a2e5d8-7624-4731-9b68-c4429997f4c4","block_type":"box","text":"on the net assets of the Funds or an investor’s equity interest in the Funds.","page_number":16,"box":{"x":89,"y":407,"width":520,"height":12}},{"id":"e7d16375-7180-4e6e-849a-0fd3bf4d04ae","block_type":"box","text":"Investment Strategies and Risks of the Funds","page_number":16,"box":{"x":91,"y":437,"width":752,"height":30}},{"id":"2e2d5cfd-aaeb-4c6f-9a9e-fcc77b41a363","block_type":"box","text":"Additional Information Regarding FLEX Options.","page_number":16,"box":{"x":88,"y":479,"width":348,"height":12}},{"id":"fae06ccd-f5d9-420d-a0b9-bca0915f522f","block_type":"box","text":"Certain investment strategies include investing in Flexible Exchange","page_number":16,"box":{"x":446,"y":479,"width":472,"height":12}},{"id":"3c3d828c-bc8c-4f80-96ca-cd3bcef61e99","block_type":"box","text":"Options or “FLEX Options.” FLEX Options are customized option contracts that are listed on U.S. national securities","page_number":16,"box":{"x":89,"y":494,"width":805,"height":12}},{"id":"9469b77d-f141-4d11-9772-fa67863f9473","block_type":"box","text":"exchanges and are guaranteed for settlement by the Options Clearing Corporation (“OCC”). FLEX Options provide investors","page_number":16,"box":{"x":89,"y":509,"width":864,"height":12}},{"id":"62849b54-eed5-46c5-967c-c5382e927257","block_type":"box","text":"with the ability to customize assets referenced by the options, exercise prices, exercise styles (","page_number":16,"box":{"x":88,"y":524,"width":656,"height":12}},{"id":"fdc1012a-fb49-470e-bcad-2275a1936db0","block_type":"box","text":"i.e","page_number":16,"box":{"x":745,"y":525,"width":15,"height":9}},{"id":"a2eff4d7-1ad5-453d-ac50-17aa832854fe","block_type":"box","text":"., American-style, exercisable","page_number":16,"box":{"x":762,"y":524,"width":202,"height":12}},{"id":"03e10302-d422-4006-bfcd-b74f75b26459","block_type":"box","text":"any time prior to the expiration date, or European-style, exercisable only on the option expiration date) and expiration dates,","page_number":16,"box":{"x":89,"y":539,"width":868,"height":12}},{"id":"0dd4d8f6-cf3f-419e-a733-8885a2bf0853","block_type":"box","text":"while achieving price discovery in competitive, transparent auctions markets and avoiding the counterparty exposure of over","page_number":16,"box":{"x":88,"y":554,"width":878,"height":12}},{"id":"96a57cb1-253f-4f97-aef6-ea7248b40c3e","block_type":"box","text":"the-counter (“OTC”) options positions.","page_number":16,"box":{"x":88,"y":569,"width":273,"height":13}},{"id":"43b5924a-d4b5-47fd-bfda-44cc44127681","block_type":"box","text":"The OCC guarantees the performance by each of the counterparties to FLEX Options, reducing counterparty risk for clearing","page_number":16,"box":{"x":88,"y":596,"width":871,"height":12}},{"id":"b77b06df-c5d5-4a86-877e-e7aa79d51295","block_type":"box","text":"members and options traders. However, FLEX Options are still subject to counterparty risk with respect to the OCC. A Fund","page_number":16,"box":{"x":89,"y":611,"width":860,"height":12}},{"id":"825241de-5ba5-423f-8c90-f9861d95e469","block_type":"box","text":"that holds FLEX Options bears the risk that the OCC will be unable or unwilling to perform its obligations under the FLEX","page_number":16,"box":{"x":88,"y":626,"width":845,"height":12}},{"id":"e67fb503-5316-4d22-a87d-6474e0a66c0c","block_type":"box","text":"Options contracts due to bankruptcy or other adverse events.","page_number":16,"box":{"x":89,"y":641,"width":430,"height":12}},{"id":"a249d2b8-2bf8-477d-9e65-f61186b33c79","block_type":"box","text":"Adjustments may be made to the FLEX Options for certain corporate action events specified in the OCC’s by-laws and rules.","page_number":16,"box":{"x":88,"y":668,"width":868,"height":12}},{"id":"b2eb403f-5cd9-4db8-910f-6d649fcdd6e7","block_type":"box","text":"These events include certain stock dividends or distributions, stock splits, reverse stock splits, rights offerings, distributions,","page_number":16,"box":{"x":88,"y":683,"width":864,"height":12}},{"id":"d6940cf8-67c9-4229-ba1d-77ce9d27eb13","block_type":"box","text":"reorganizations, recapitalizations, or reclassifications with respect to an underlying security, or a merger, consolidation,","page_number":16,"box":{"x":89,"y":698,"width":830,"height":12}},{"id":"599c8bda-303b-4a6d-8b95-0b4e3741bd05","block_type":"box","text":"dissolution or liquidation of the issuer of the underlying security. The OCC’s Securities Committee determines the nature and","page_number":16,"box":{"x":89,"y":713,"width":873,"height":12}},{"id":"f8f20fb1-13f3-49f2-923e-89f34dd938d5","block_type":"box","text":"extent of any such adjustment in light of the circumstances known to it at the time such determination is made, based on its","page_number":16,"box":{"x":89,"y":728,"width":872,"height":12}},{"id":"eae73df9-2b72-4ae6-bc25-76036688f227","block_type":"box","text":"judgment as to what is appropriate for the protection of investors and the public interest. The Securities Committee takes","page_number":16,"box":{"x":88,"y":743,"width":850,"height":12}},{"id":"34b2187c-b296-47e7-9d55-765bfbf4c5a1","block_type":"box","text":"into account such factors as fairness to holders and writers (or purchasers and sellers) of the affected options, the","page_number":16,"box":{"x":89,"y":758,"width":799,"height":13}},{"id":"f7ebbc70-68d0-4f0c-b3e0-df16718df91f","block_type":"box","text":"maintenance of a fair and orderly market in the affected options, consistency of interpretation and practice, efficiency of","page_number":16,"box":{"x":89,"y":773,"width":841,"height":13}},{"id":"82c659e1-1fee-44d1-8f9e-3b920e28b3b5","block_type":"box","text":"exercise settlement procedures, and the coordination with other clearing agencies of the clearance and settlement of","page_number":16,"box":{"x":89,"y":788,"width":820,"height":13}},{"id":"c9228613-cfb0-49ef-b686-71d75d9dd567","block_type":"box","text":"transactions in the underlying interest.","page_number":16,"box":{"x":88,"y":804,"width":270,"height":12}},{"id":"430183cc-06ab-44c8-8525-4c3834a4f709","block_type":"box","text":"Generally, the value of an option will reflect, among other things, the time remaining until expiration, the relationship of the","page_number":16,"box":{"x":89,"y":830,"width":861,"height":12}},{"id":"f506d7a3-6e2f-46f7-9135-682b821aed36","block_type":"box","text":"exercise price to the market price of the asset on which the option is written (or the reference asset), and general market","page_number":16,"box":{"x":89,"y":845,"width":844,"height":12}},{"id":"3bfcde09-c9b6-4151-b916-25b47a83e9df","block_type":"box","text":"conditions. Options that expire unexercised have no value.","page_number":16,"box":{"x":89,"y":860,"width":407,"height":13}},{"id":"90059e19-0eb8-41f3-92ab-9b382967a22b","block_type":"box","text":"2","page_number":16,"box":{"x":525,"y":894,"width":7,"height":9}},{"id":"8a2bd6c9-6e18-49e5-a996-b4c7bc2dcc5c","block_type":"box","text":"Each U.S. options exchange has established limits on the number of call or put options on the same asset that may be","page_number":17,"box":{"x":89,"y":44,"width":825,"height":12}},{"id":"6856f288-bc5f-4ac2-bd4d-350d1f5c34c8","block_type":"box","text":"bought or written by a single investor, whether acting alone or in concert with others (regardless of whether such options are","page_number":17,"box":{"x":89,"y":59,"width":877,"height":12}},{"id":"753948da-686f-453f-bdb2-e6dcf546692c","block_type":"box","text":"written on the same or different exchanges or are held or written on one or more accounts or through one or more brokers).","page_number":17,"box":{"x":88,"y":74,"width":871,"height":12}},{"id":"7dbba9a5-4d03-47a6-a716-35af2b40f5c8","block_type":"box","text":"The options positions held by all investment companies advised by BFA are combined for purposes of these limits. Pursuant","page_number":17,"box":{"x":88,"y":89,"width":866,"height":13}},{"id":"c9627b5c-c802-4f34-8a7e-481d55d3b6b2","block_type":"box","text":"to these limitations, an exchange may order the liquidation of positions and may impose other sanctions or restrictions.","page_number":17,"box":{"x":88,"y":104,"width":837,"height":13}},{"id":"7dfac7a1-f68c-424c-b8a3-c973cfb610f8","block_type":"box","text":"These position limits may restrict the number of listed options that a Fund may buy or sell.","page_number":17,"box":{"x":88,"y":119,"width":634,"height":13}},{"id":"ea1b5a97-d51d-449e-9743-bc8b86f4b579","block_type":"box","text":"Although a Fund will generally utilize FLEX Options that are physically settled, a Fund may also utilize FLEX Options that are","page_number":17,"box":{"x":88,"y":146,"width":864,"height":12}},{"id":"331e3037-c769-49ef-92b9-7deb43b1154a","block_type":"box","text":"cash-settled. Cash-settled options give the holder the right to receive an amount (or owe an amount) of cash upon the","page_number":17,"box":{"x":89,"y":161,"width":831,"height":12}},{"id":"c1797c52-877d-4519-aad0-31ef7bb99569","block_type":"box","text":"exercise of the option. The gain or loss depends on changes in the value of the reference asset relative to the option’s strike","page_number":17,"box":{"x":89,"y":176,"width":862,"height":13}},{"id":"e3678ed3-30c1-4d38-937e-70bf456e07cd","block_type":"box","text":"price. The amount of cash is equal to the difference between the closing price of the reference asset and the exercise price of","page_number":17,"box":{"x":89,"y":191,"width":874,"height":13}},{"id":"3b2f90ba-6607-49d0-94f4-a7b40fe9665b","block_type":"box","text":"the option contract times a specified multiple (“multiplier”), which determines the total value for each point of such","page_number":17,"box":{"x":88,"y":206,"width":810,"height":13}},{"id":"8af3469f-3882-4737-8ec9-9077ad5d5ec4","block_type":"box","text":"difference.","page_number":17,"box":{"x":89,"y":222,"width":71,"height":9}},{"id":"d6dea95a-50b2-4bea-b1f0-e8a3c85393c1","block_type":"box","text":"If a Fund has purchased an option and exercises it before the closing value for that day is available, it runs the risk that the","page_number":17,"box":{"x":89,"y":248,"width":853,"height":12}},{"id":"ed841141-35a1-4634-8830-413c355bb9cb","block_type":"box","text":"value of the reference asset may subsequently change. If such a change causes the exercised option to fall out of the money,","page_number":17,"box":{"x":88,"y":263,"width":872,"height":12}},{"id":"50cb6131-8ca0-4aa0-8bcd-3a33cb552355","block_type":"box","text":"the Fund will be required to pay the difference between the closing reference asset value and the exercise price of the option","page_number":17,"box":{"x":88,"y":278,"width":869,"height":13}},{"id":"85858623-c1e0-4149-8d95-829c82792a6d","block_type":"box","text":"(times the applicable multiplier) to the assigned writer.","page_number":17,"box":{"x":89,"y":293,"width":382,"height":13}},{"id":"061f0e96-c6ab-4cc7-afcd-92061ce19755","block_type":"box","text":"Borrowing.","page_number":17,"box":{"x":89,"y":320,"width":78,"height":12}},{"id":"b45199ec-f725-4af1-acef-28d0139a38f1","block_type":"box","text":"Each Fund may borrow for temporary or emergency purposes, including to meet payments due from","page_number":17,"box":{"x":177,"y":320,"width":705,"height":12}},{"id":"72495815-df43-4fe4-9ce9-701f86d59e5b","block_type":"box","text":"redemptions or to facilitate the settlement of securities or other transactions.","page_number":17,"box":{"x":89,"y":335,"width":538,"height":12}},{"id":"e847556d-9a4d-400b-8908-a784f00ebdd6","block_type":"box","text":"The purchase of securities while borrowings are outstanding may have the effect of leveraging a Fund. The incurrence of","page_number":17,"box":{"x":88,"y":361,"width":846,"height":13}},{"id":"b5548773-7055-42b5-85cb-972b89bdfc6a","block_type":"box","text":"leverage increases a Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce net income.","page_number":17,"box":{"x":89,"y":376,"width":852,"height":13}},{"id":"4689451b-a71a-4830-b089-ccdaa5f18563","block_type":"box","text":"Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in the","page_number":17,"box":{"x":89,"y":392,"width":870,"height":12}},{"id":"649afd91-eca8-4eab-bf9f-d7d4a5be05ac","block_type":"box","text":"NAV of Fund shares and in the yield on a Fund’s portfolio. In addition, the interest expenses from borrowings may exceed the","page_number":17,"box":{"x":89,"y":407,"width":874,"height":12}},{"id":"39dde99e-1646-424b-810b-07d89862d5bf","block_type":"box","text":"income generated by a Fund’s portfolio and, therefore, the amount available (if any) for distribution to shareholders as","page_number":17,"box":{"x":89,"y":422,"width":826,"height":12}},{"id":"0acee635-67db-4ae3-8cdd-e4ff1f9a8a7c","block_type":"box","text":"dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the benefits to a Fund’s","page_number":17,"box":{"x":89,"y":437,"width":871,"height":12}},{"id":"5ae518de-5c77-475a-96f3-33cb34da65dc","block_type":"box","text":"shareholders will outweigh the current reduced return.","page_number":17,"box":{"x":89,"y":452,"width":381,"height":12}},{"id":"4f3c0ff3-3a23-49f1-8e18-727b5ae92a69","block_type":"box","text":"Certain types of borrowings by a Fund must be made from a bank or may result in a Fund being subject to covenants in","page_number":17,"box":{"x":89,"y":479,"width":835,"height":12}},{"id":"b9a68b8f-0965-4e6c-a0e5-43e9b60d1271","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":17,"box":{"x":89,"y":494,"width":873,"height":12}},{"id":"5f03fa12-be23-49ad-afc4-006dc89a1efb","block_type":"box","text":"observance of such covenants would impede BFA’s management of a Fund’s portfolio in accordance with a Fund’s","page_number":17,"box":{"x":89,"y":509,"width":800,"height":12}},{"id":"841afcfe-8c7f-47db-bdb7-1c9819b941c0","block_type":"box","text":"investment objectives and policies. However, a breach of any such covenants not cured within the specified cure period may","page_number":17,"box":{"x":89,"y":524,"width":868,"height":12}},{"id":"e308f875-4cd2-4e40-b88a-f9e340ad4c7f","block_type":"box","text":"result in acceleration of outstanding indebtedness and require a Fund to dispose of portfolio investments at a time when it","page_number":17,"box":{"x":89,"y":539,"width":856,"height":12}},{"id":"675eb34f-b49a-47aa-a5ff-7933587375d4","block_type":"box","text":"may be disadvantageous to do so.","page_number":17,"box":{"x":89,"y":554,"width":237,"height":12}},{"id":"6a95c38a-1eba-48ca-beaa-52e657aa3777","block_type":"box","text":"Diversification Status.","page_number":17,"box":{"x":89,"y":581,"width":156,"height":9}},{"id":"b23caa15-e7d3-4fcd-9c36-414c8e775c1a","block_type":"box","text":"Each Fund is classified as “non-diversified.” A “non-diversified” fund is a fund that is not limited by","page_number":17,"box":{"x":255,"y":581,"width":689,"height":12}},{"id":"e89c43f1-5e81-4d74-9eea-6eecd4c523d5","block_type":"box","text":"the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities","page_number":17,"box":{"x":88,"y":596,"width":879,"height":12}},{"id":"23674c24-1f3d-429d-b59d-0f9d2753096e","block_type":"box","text":"of a particular issuer (or securities of issuers in particular industries) may constitute a significant percentage of a fund’s","page_number":17,"box":{"x":89,"y":611,"width":834,"height":12}},{"id":"8fa4ec53-664e-467f-a7f7-53c7657ff4c9","block_type":"box","text":"investment portfolio. This may adversely affect a fund’s performance or subject the fund’s shares to greater price volatility","page_number":17,"box":{"x":89,"y":626,"width":853,"height":12}},{"id":"6e4abee3-7911-4752-b5f0-12f22af4bd3b","block_type":"box","text":"than that experienced by more diversified investment companies.","page_number":17,"box":{"x":88,"y":641,"width":457,"height":12}},{"id":"8f2caa94-71a5-4f43-ab36-895ecb378be0","block_type":"box","text":"Each Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a","page_number":17,"box":{"x":89,"y":668,"width":865,"height":12}},{"id":"04a94fb2-b382-42ab-843d-6a09636484e0","block_type":"box","text":"regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue Code of 1986, as amended (the “Internal","page_number":17,"box":{"x":89,"y":683,"width":851,"height":12}},{"id":"eec20a0b-54c8-44b6-bc94-b8cd77630e20","block_type":"box","text":"Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to the extent that its earnings are","page_number":17,"box":{"x":89,"y":698,"width":807,"height":12}},{"id":"f0ff347c-4204-4d3e-b7e0-8067136ea018","block_type":"box","text":"distributed to shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the","page_number":17,"box":{"x":89,"y":713,"width":830,"height":12}},{"id":"953c1135-c00f-4307-8640-15ff45f4e10b","block_type":"box","text":"diversification requirements of the Internal Revenue Code may limit the investment flexibility of the Fund and may make it","page_number":17,"box":{"x":89,"y":728,"width":852,"height":12}},{"id":"270e4994-e7fd-4c66-9c94-ad7277f72086","block_type":"box","text":"less likely that the Fund will meet its investment objective.","page_number":17,"box":{"x":89,"y":743,"width":404,"height":12}},{"id":"94d56648-586a-4ea7-8a23-b10707188116","block_type":"box","text":"Equity Securities.","page_number":17,"box":{"x":89,"y":770,"width":122,"height":12}},{"id":"39667e6c-c389-4211-a422-29ebe473ff4e","block_type":"box","text":"Equity securities generally have greater price volatility than fixed-income securities. The market price of","page_number":17,"box":{"x":221,"y":770,"width":724,"height":12}},{"id":"576a1ffb-919c-4ae8-9050-756e0170e790","block_type":"box","text":"equity securities may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to","page_number":17,"box":{"x":89,"y":785,"width":826,"height":12}},{"id":"7c06d408-2b95-46d9-8e23-dfcdb8e7f767","block_type":"box","text":"factors affecting equity securities markets generally; particular industries, sectors or geographic regions represented in those","page_number":17,"box":{"x":88,"y":800,"width":873,"height":12}},{"id":"7f28c060-24ed-4bc0-8452-7d0141bbf504","block_type":"box","text":"markets; or individual issuers. The types of developments that may affect an issuer of an equity security include management","page_number":17,"box":{"x":89,"y":815,"width":878,"height":12}},{"id":"0b1d6018-acae-4dad-bb53-da1380c87297","block_type":"box","text":"performance, financial leverage and reduced demand for the issuer’s goods or services. Common and preferred stock","page_number":17,"box":{"x":89,"y":830,"width":822,"height":12}},{"id":"5b0185e0-682b-4ec5-9eed-e7fce3381247","block_type":"box","text":"3","page_number":17,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"aa5b6494-dd1f-464e-a8fb-71deb5c2690d","block_type":"box","text":"represent equity or ownership interests in an issuer. Preferred stock, however, pays dividends at a specified rate and has","page_number":18,"box":{"x":89,"y":44,"width":835,"height":12}},{"id":"aa915a24-c021-4d25-9086-d2393346a941","block_type":"box","text":"precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the","page_number":18,"box":{"x":89,"y":59,"width":864,"height":12}},{"id":"37bdf17a-f5f7-440e-b12f-46694e94fc5a","block_type":"box","text":"claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.","page_number":18,"box":{"x":89,"y":74,"width":799,"height":12}},{"id":"e5c9e89a-9915-43d8-a9a7-fd73476b2bc0","block_type":"box","text":"Futures, Options on Futures and Securities Options.","page_number":18,"box":{"x":89,"y":101,"width":371,"height":12}},{"id":"2e832be6-e37e-47e5-bddc-3725d21d4a0d","block_type":"box","text":"Futures contracts, options on futures and securities options may be","page_number":18,"box":{"x":470,"y":101,"width":473,"height":12}},{"id":"c141f12a-3a2f-4075-9f8b-b479a1dcf9ed","block_type":"box","text":"used by a Fund and the Underlying Fund to access its investable universe, simulate investments that would otherwise be","page_number":18,"box":{"x":89,"y":116,"width":842,"height":12}},{"id":"887e471f-637a-48a8-b6c6-f63f72b2766c","block_type":"box","text":"eligible, facilitate trading or to reduce transaction costs. Each Fund or the Underlying Fund may enter into futures contracts","page_number":18,"box":{"x":89,"y":131,"width":862,"height":12}},{"id":"31648c73-3622-45de-85a1-f249dfb27791","block_type":"box","text":"and options on futures that are traded on a U.S. or non-U.S. futures exchange. Each Fund or the Underlying Fund will not use","page_number":18,"box":{"x":89,"y":146,"width":874,"height":12}},{"id":"a57c6fe2-a4c7-49ec-9933-2e0a2422691a","block_type":"box","text":"futures, options on futures or securities options for speculative purposes. Each Fund and the Underlying Fund intend to use","page_number":18,"box":{"x":88,"y":161,"width":864,"height":12}},{"id":"7bfcd6cc-4c23-41ee-b014-e28050a3dc6a","block_type":"box","text":"futures and options on futures in accordance with Rule 4.5 of the Commodity Futures Trading Commission (the “CFTC”)","page_number":18,"box":{"x":88,"y":176,"width":845,"height":13}},{"id":"6eb011cb-b21d-4166-b61b-0236eacb6f7f","block_type":"box","text":"promulgated under the Commodity Exchange Act (“CEA”). BFA, with respect to the Underlying Fund, has claimed an","page_number":18,"box":{"x":89,"y":191,"width":815,"height":13}},{"id":"18df0b14-d3a5-4e8e-95b8-6873174d32df","block_type":"box","text":"exclusion from the definition of the term “commodity pool operator” in accordance with Rule 4.5 so that BFA, with respect to","page_number":18,"box":{"x":89,"y":206,"width":875,"height":13}},{"id":"ba751c09-3051-4e11-9279-9ecc97d6986e","block_type":"box","text":"such Funds or the Underlying Fund, is not subject to registration or regulation as a commodity pool operator under the CEA.","page_number":18,"box":{"x":89,"y":222,"width":870,"height":12}},{"id":"b62f68cb-7ec5-49d1-b5ae-ca98f2b52c83","block_type":"box","text":"See the","page_number":18,"box":{"x":88,"y":237,"width":51,"height":9}},{"id":"54dd05ba-6ed0-4ff4-ab64-f11e88ae8da6","block_type":"box","text":"Regulation Regarding Derivatives","page_number":18,"box":{"x":144,"y":237,"width":231,"height":12}},{"id":"1f62f9cc-17f9-4076-bfd8-2a2728667f8e","block_type":"box","text":"section of this SAI for more information.","page_number":18,"box":{"x":380,"y":237,"width":280,"height":9}},{"id":"f0f4c671-22dc-48a0-a858-6389068215f9","block_type":"box","text":"Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific","page_number":18,"box":{"x":89,"y":263,"width":861,"height":12}},{"id":"a8cdb07e-81f9-4719-9175-70f34c8a6133","block_type":"box","text":"instrument or index at a specified future time and at a specified price. Stock index contracts are based on investments that","page_number":18,"box":{"x":89,"y":278,"width":858,"height":13}},{"id":"b460a764-a247-4092-8f2a-9a8972cea4f8","block_type":"box","text":"reflect the market value of common stock of the firms included in the investments. Each Fund or the Underlying Fund may","page_number":18,"box":{"x":89,"y":293,"width":857,"height":13}},{"id":"c042a22e-362f-4a12-9c39-c6853c846045","block_type":"box","text":"enter into futures contracts to purchase securities indexes when BFA anticipates purchasing the underlying securities and","page_number":18,"box":{"x":89,"y":308,"width":851,"height":13}},{"id":"074899eb-6fb0-4f70-b9c7-11ccf2c23873","block_type":"box","text":"believes prices will rise before the purchase will be made. Upon entering into a futures contract, a Fund or the Underlying","page_number":18,"box":{"x":89,"y":324,"width":845,"height":12}},{"id":"6377f4db-ddd1-4b96-9a10-e2e38807cb23","block_type":"box","text":"Fund will be required to deposit with the broker an amount of cash or cash equivalents known as “initial margin,” which is","page_number":18,"box":{"x":89,"y":339,"width":855,"height":12}},{"id":"9e2af381-a8ad-4431-8c63-b438d7626ce3","block_type":"box","text":"similar to a performance bond or good faith deposit on the contract and is returned to the Fund or the Underlying Fund upon","page_number":18,"box":{"x":89,"y":354,"width":876,"height":12}},{"id":"4751f2c6-0eab-4a8e-9019-c4d65a5e3216","block_type":"box","text":"termination of the futures contract if all contractual obligations have been satisfied. Subsequent payments, known as","page_number":18,"box":{"x":88,"y":369,"width":820,"height":12}},{"id":"a72f4690-5fee-49d2-a61d-bc88e013c921","block_type":"box","text":"“variation margin,” will be made to and from the broker daily as the price of the instrument or index underlying the futures","page_number":18,"box":{"x":89,"y":384,"width":858,"height":12}},{"id":"1706137f-409e-43cd-8c05-8f38853bf0f4","block_type":"box","text":"contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as","page_number":18,"box":{"x":89,"y":399,"width":852,"height":13}},{"id":"5d50ac61-678a-4d96-9817-cb2231ceb82c","block_type":"box","text":"“marking-to-market.” At any time prior to the expiration of a futures contract, each Fund or the Underlying Fund may elect to","page_number":18,"box":{"x":89,"y":414,"width":879,"height":13}},{"id":"43c0ed31-4361-44cf-946f-b7087638d629","block_type":"box","text":"close the position by taking an opposite position, which will operate to terminate the Fund’s or the Underlying Fund’s","page_number":18,"box":{"x":89,"y":429,"width":820,"height":13}},{"id":"8cf85325-c61b-4abe-9d58-50c1266a8374","block_type":"box","text":"existing position in the contract. An option on a futures contract, as contrasted with a direct investment in such a contract,","page_number":18,"box":{"x":89,"y":445,"width":859,"height":12}},{"id":"fbd56c83-e6cb-450e-8eca-ac8e699774bf","block_type":"box","text":"gives the purchaser the right, but no obligation, in return for the premium paid, to assume a position in the underlying","page_number":18,"box":{"x":89,"y":460,"width":825,"height":12}},{"id":"6681e2bb-0816-4ef1-9b6b-be7ddaad216f","block_type":"box","text":"futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option,","page_number":18,"box":{"x":88,"y":475,"width":877,"height":12}},{"id":"08bd2ccf-9f29-4d18-958a-c4063408fca1","block_type":"box","text":"the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of","page_number":18,"box":{"x":88,"y":490,"width":864,"height":12}},{"id":"9facc794-f096-4201-9673-cf9ddd1b3273","block_type":"box","text":"the accumulated balance in the writer’s futures margin account that represents the amount by which the market price of the","page_number":18,"box":{"x":88,"y":505,"width":874,"height":12}},{"id":"53031797-c17e-4be3-966c-6704c4ab2dc2","block_type":"box","text":"futures contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the","page_number":18,"box":{"x":88,"y":520,"width":843,"height":12}},{"id":"f23778f4-c21c-4541-a23a-2438d4139273","block_type":"box","text":"futures contract.","page_number":18,"box":{"x":88,"y":535,"width":116,"height":10}},{"id":"96105442-24a2-414f-a9db-81be50b0a884","block_type":"box","text":"The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option","page_number":18,"box":{"x":88,"y":562,"width":870,"height":12}},{"id":"ed724145-ab2f-4f91-a315-e6f4abf4be3c","block_type":"box","text":"plus transaction costs. Because the value of the option is fixed at the point of sale, there are no daily cash payments by the","page_number":18,"box":{"x":89,"y":577,"width":855,"height":12}},{"id":"8ae6dfea-454d-422f-b029-eb8a30c796b8","block_type":"box","text":"purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and that","page_number":18,"box":{"x":89,"y":592,"width":867,"height":12}},{"id":"051050a3-7519-4f4d-ab16-f329d6e82660","block_type":"box","text":"change would be reflected in the NAV of each Fund or the Underlying Fund. The potential for loss related to writing call","page_number":18,"box":{"x":89,"y":607,"width":833,"height":12}},{"id":"c6dc65e9-55b3-4b67-8ebf-0dbab5a50316","block_type":"box","text":"options is unlimited. The potential for loss related to writing put options is limited to the agreed-upon price per share, also","page_number":18,"box":{"x":89,"y":622,"width":855,"height":12}},{"id":"79290414-2e19-4c4d-bc2f-d470a6f83f71","block_type":"box","text":"known as the “strike price,” less the premium received from writing the put. The Funds or the Underlying Fund may purchase","page_number":18,"box":{"x":89,"y":637,"width":877,"height":13}},{"id":"d6499ce8-9535-47e7-b2a1-e6ef3de92411","block_type":"box","text":"and write put and call options on futures contracts that are traded on an exchange as a hedge against changes in value of","page_number":18,"box":{"x":89,"y":652,"width":854,"height":13}},{"id":"28ec80de-6241-4d64-a6ff-5ad193f5b6c0","block_type":"box","text":"their portfolio securities or in anticipation of the purchase of securities, and may enter into closing transactions with respect","page_number":18,"box":{"x":88,"y":668,"width":869,"height":12}},{"id":"84b64098-2f58-448c-9ec8-d533f91fdcbc","block_type":"box","text":"to such options to terminate existing positions. There is no guarantee that such closing transactions can be effected.","page_number":18,"box":{"x":88,"y":683,"width":817,"height":12}},{"id":"d51528c5-42bc-42f7-913a-899947163da7","block_type":"box","text":"Securities options may be used by a Fund to obtain access to or dispose of securities that are otherwise eligible investments","page_number":18,"box":{"x":88,"y":709,"width":867,"height":12}},{"id":"2849479d-d05c-4db5-be9e-d320570104cc","block_type":"box","text":"at favorable prices, to invest cash in a securities index that offers similar exposure to that being sought by the Fund or","page_number":18,"box":{"x":89,"y":724,"width":822,"height":13}},{"id":"4ab0a872-bd38-45fd-8ff0-3d59ca43ca8e","block_type":"box","text":"otherwise to achieve the Fund’s objective. A call option gives a holder the right to purchase a specific security at a specified","page_number":18,"box":{"x":89,"y":739,"width":862,"height":13}},{"id":"503c0764-c055-44b7-b053-1e2fbd412ca8","block_type":"box","text":"price (“exercise price”) within a specified period of time. A put option gives a holder the right to sell a specific security at an","page_number":18,"box":{"x":89,"y":754,"width":861,"height":13}},{"id":"bf1b29ca-cce6-4109-8398-5b3ff81318eb","block_type":"box","text":"exercise price within a specified period of time. The initial purchaser of a call option pays the “writer” a premium, which is","page_number":18,"box":{"x":89,"y":770,"width":851,"height":12}},{"id":"1e51a66c-c753-4925-b47e-a0d080594373","block_type":"box","text":"paid at the time of purchase and is retained by the writer whether or not such option is exercised. Each Fund or the","page_number":18,"box":{"x":89,"y":785,"width":804,"height":12}},{"id":"aa68ce8b-a7df-4df1-bf27-46f81052af50","block_type":"box","text":"Underlying Fund may purchase put options to hedge its portfolio against the risk of a decline in the market value of securities","page_number":18,"box":{"x":89,"y":800,"width":877,"height":12}},{"id":"a3e7514e-3d02-4161-b5ee-eeb85522c4e5","block_type":"box","text":"held and may purchase call options to hedge against an increase in the price of securities it is committed to purchase. Each","page_number":18,"box":{"x":89,"y":815,"width":862,"height":12}},{"id":"9f9797cc-4476-459d-9525-b9df3294dc64","block_type":"box","text":"Fund or the Underlying Fund may write put and call options along with a long position in options to increase its ability to","page_number":18,"box":{"x":89,"y":830,"width":845,"height":12}},{"id":"4d109b45-2f28-4cf2-a3b8-08633dbfc09a","block_type":"box","text":"hedge against a change in the market value of the securities it holds or is committed to purchase. Each Fund or the","page_number":18,"box":{"x":89,"y":845,"width":805,"height":12}},{"id":"9b54d14d-0735-4b10-ad24-f336c4ab784f","block_type":"box","text":"Underlying Fund may purchase or sell securities options on a U.S. or non-U.S. securities exchange or in the OTC market","page_number":18,"box":{"x":89,"y":860,"width":834,"height":13}},{"id":"bcef77f4-db73-4497-8c04-c94849202a36","block_type":"box","text":"4","page_number":18,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"2f1ee2dc-6f9a-4cec-83bc-5bffbfe1ea84","block_type":"box","text":"through a transaction with a dealer. Options on a securities index are typically settled on a net basis based on the","page_number":19,"box":{"x":88,"y":44,"width":791,"height":12}},{"id":"3b5ee9d9-fbd5-435b-87d3-5da006673e50","block_type":"box","text":"appreciation or depreciation of the index level over the strike price. Options on single name securities may be cash- or","page_number":19,"box":{"x":89,"y":59,"width":825,"height":12}},{"id":"071334ba-ed1c-4900-ba43-67dadf6f71a3","block_type":"box","text":"physically-settled, depending upon the market in which they are traded. Options may be structured so as to be exercisable","page_number":19,"box":{"x":89,"y":74,"width":856,"height":12}},{"id":"89f17c9e-8d9e-4edf-aa4a-7c86aa16d171","block_type":"box","text":"only on certain dates or on a daily basis. Options may also be structured to have conditions to exercise (","page_number":19,"box":{"x":89,"y":89,"width":726,"height":13}},{"id":"b3218715-890c-471d-86f2-537086167f35","block_type":"box","text":"i.e.","page_number":19,"box":{"x":816,"y":90,"width":18,"height":9}},{"id":"810747f8-76a2-454b-98e0-eb3287abc652","block_type":"box","text":", “Knock-in","page_number":19,"box":{"x":836,"y":89,"width":76,"height":12}},{"id":"c06e942e-be2e-4b9d-9ec1-cfbaae7b2816","block_type":"box","text":"Events”) or conditions that trigger termination (","page_number":19,"box":{"x":89,"y":104,"width":334,"height":13}},{"id":"a9d64536-ecc5-48f6-ab37-44ed39b637e6","block_type":"box","text":"i.e.","page_number":19,"box":{"x":424,"y":105,"width":18,"height":9}},{"id":"ff8bb159-87a1-44d9-ab82-9cc01b849fce","block_type":"box","text":", “Knock-out Events”).","page_number":19,"box":{"x":444,"y":104,"width":154,"height":13}},{"id":"31c3736b-22f8-45b4-a42e-a1589682484f","block_type":"box","text":"Investments in Underlying Funds.","page_number":19,"box":{"x":89,"y":131,"width":240,"height":12}},{"id":"e0fdedc1-b368-477e-bd51-403f49e6a675","block_type":"box","text":"Each Underlying Fund is a type of investment company referred to as an exchange-traded","page_number":19,"box":{"x":339,"y":131,"width":626,"height":12}},{"id":"2cb033ff-be71-4c9b-83f3-07e8477845d6","block_type":"box","text":"fund (“ETF”). Each Underlying Fund is designed to track a particular index and is advised by BFA. Shares of the Underlying","page_number":19,"box":{"x":88,"y":146,"width":853,"height":12}},{"id":"041c420a-0570-484e-b004-d3c30a37950b","block_type":"box","text":"Funds are listed for trading on national securities exchanges and trade throughout the day on those exchanges and other","page_number":19,"box":{"x":89,"y":161,"width":849,"height":12}},{"id":"33b62eb3-dd21-4bfd-b6fd-ffece6802151","block_type":"box","text":"secondary markets. There can be no assurance that the requirements of the national securities exchanges necessary to","page_number":19,"box":{"x":89,"y":176,"width":834,"height":13}},{"id":"911e3f0d-9c06-45ce-8c96-3783571b55ca","block_type":"box","text":"maintain the listing of shares of the Underlying Funds will continue to be met. A national securities exchange may, but is not","page_number":19,"box":{"x":89,"y":191,"width":870,"height":13}},{"id":"532cbc6c-e3a4-472b-951a-1e442cfc5a14","block_type":"box","text":"required to, remove the shares of the Underlying Funds from listing if, among other things: (i) following the initial 12-month","page_number":19,"box":{"x":89,"y":206,"width":864,"height":13}},{"id":"aeba6dde-94c9-4eb9-8911-497b8650b0c6","block_type":"box","text":"period beginning upon the commencement of trading of an Underlying Fund, there are fewer than 50 record and/or","page_number":19,"box":{"x":89,"y":222,"width":814,"height":12}},{"id":"c774bfcf-a015-406c-956e-68593a081f67","block_type":"box","text":"beneficial holders of the shares for 30 or more consecutive trading days, (ii) the value of an Underlying Fund’s underlying","page_number":19,"box":{"x":89,"y":237,"width":846,"height":12}},{"id":"cc73ed19-0c13-45db-816b-73f78d80c888","block_type":"box","text":"index is no longer calculated or available, or (iii) any other event shall occur or condition exist that, in the opinion of the","page_number":19,"box":{"x":89,"y":252,"width":835,"height":12}},{"id":"9c7b2e31-a8e8-4510-92df-c2e3d9ccc3e6","block_type":"box","text":"national securities exchange, makes further dealings on the national securities exchange inadvisable. A national securities","page_number":19,"box":{"x":89,"y":267,"width":852,"height":12}},{"id":"2b6eae53-8cdd-445e-bb8e-c6b9bdf308ae","block_type":"box","text":"exchange will remove the shares of an Underlying Fund from listing and trading upon termination of such Underlying Fund.","page_number":19,"box":{"x":89,"y":282,"width":864,"height":12}},{"id":"d05f7f76-11da-42c1-9d61-37b4d10cf76c","block_type":"box","text":"Shares of each Underlying Fund trade on exchanges at prices at, above or below their most recent NAV. The per share NAV of","page_number":19,"box":{"x":88,"y":297,"width":878,"height":12}},{"id":"7fa7fdd8-967e-4c6d-bfde-ea75ae4d1155","block_type":"box","text":"each Underlying Fund is calculated at the end of each business day and fluctuates with changes in the market value of such","page_number":19,"box":{"x":89,"y":312,"width":866,"height":13}},{"id":"c24f257a-dfaf-461b-af25-d69275517718","block_type":"box","text":"Underlying Fund’s holdings since the most recent calculation. The trading prices of an Underlying Fund’s shares fluctuate","page_number":19,"box":{"x":89,"y":327,"width":850,"height":13}},{"id":"0c47c2ce-af92-4350-be63-d7257bd024af","block_type":"box","text":"continuously throughout trading hours based on market supply and demand rather than NAV. The trading prices of an","page_number":19,"box":{"x":89,"y":342,"width":829,"height":13}},{"id":"55ef765f-6198-44d4-b5f0-ac9d28af3cf5","block_type":"box","text":"Underlying Fund’s shares may deviate significantly from NAV during periods of market volatility. Any of these factors may","page_number":19,"box":{"x":89,"y":358,"width":849,"height":12}},{"id":"cb929986-f8e8-44e1-9ffd-e3129271192b","block_type":"box","text":"lead to an Underlying Fund’s shares trading at a premium or discount to NAV. Exchange prices are not expected to correlate","page_number":19,"box":{"x":89,"y":373,"width":866,"height":12}},{"id":"afd3d9d6-9d4e-4f9e-8284-f77450cb5457","block_type":"box","text":"exactly with an Underlying Fund’s NAV due to timing reasons as well as market supply and demand factors. In addition,","page_number":19,"box":{"x":89,"y":388,"width":836,"height":12}},{"id":"4a53e716-2a6a-426b-b5fc-d64088cb11b8","block_type":"box","text":"disruptions to an Underlying Fund’s creations and redemptions or the existence of extreme market volatility may result in","page_number":19,"box":{"x":89,"y":403,"width":848,"height":12}},{"id":"78c4ac15-5e61-43c7-98c1-88d3c80237e1","block_type":"box","text":"trading prices of Underlying Fund shares that differ significantly from NAV. If the Funds purchase shares of the Underlying","page_number":19,"box":{"x":88,"y":418,"width":852,"height":12}},{"id":"2cb0eca6-21a2-4ee5-a856-a1b7d2edf273","block_type":"box","text":"Funds at a time when the market price of the Underlying Fund’s shares are at a premium to the NAV or sells at a time when","page_number":19,"box":{"x":89,"y":433,"width":862,"height":13}},{"id":"a31ca718-7934-46f0-8bae-69a1f3c42571","block_type":"box","text":"the market price of the Underlying Fund is at a discount to the NAV, then the Funds may sustain losses.","page_number":19,"box":{"x":88,"y":448,"width":722,"height":13}},{"id":"886d1f23-b497-44ee-a2ea-a8b7e71fcdd0","block_type":"box","text":"As in the case of other publicly-traded securities, brokers’ commissions on buying or selling shares of the Underlying Funds","page_number":19,"box":{"x":88,"y":475,"width":864,"height":12}},{"id":"216d2105-66f1-4bf8-986c-cb5958de5dbd","block_type":"box","text":"will be based on negotiated commission rates at customary levels. An investment in an ETF generally presents the same","page_number":19,"box":{"x":88,"y":490,"width":840,"height":12}},{"id":"9b04cc8b-bae9-4899-8354-c083401b3db3","block_type":"box","text":"primary risks as an investment in an open-end investment company that is not exchange-traded and that has the same","page_number":19,"box":{"x":89,"y":505,"width":835,"height":12}},{"id":"fe492b9d-ab33-489e-b2d3-77174cf095e2","block_type":"box","text":"investment objectives, strategies, and policies. However, ETFs are subject to the following risks that do not apply to an open","page_number":19,"box":{"x":89,"y":520,"width":869,"height":12}},{"id":"1d1f4261-7e8c-458d-ba78-4e070c08f02a","block_type":"box","text":"end investment company that is not exchange-traded: (i) the market price of the ETF’s shares may trade at a discount to their","page_number":19,"box":{"x":89,"y":535,"width":879,"height":13}},{"id":"c87c264f-042f-4d51-a45b-72517e97b8b0","block_type":"box","text":"net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; or (iii) trading of an ETF’s","page_number":19,"box":{"x":89,"y":550,"width":871,"height":13}},{"id":"c504cfc3-f885-4a0b-8e6c-c49f3f35b1f6","block_type":"box","text":"shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the","page_number":19,"box":{"x":89,"y":565,"width":818,"height":13}},{"id":"ea07f88d-5d1f-4a7d-9ad9-9e72276f4e94","block_type":"box","text":"exchange, or the activation of market-wide “circuit breakers” (which are tied to large swings in stock prices) halts stock","page_number":19,"box":{"x":89,"y":581,"width":836,"height":12}},{"id":"8c130b54-0e2a-4223-bead-e42fb081bb57","block_type":"box","text":"trading generally.","page_number":19,"box":{"x":88,"y":596,"width":120,"height":12}},{"id":"c0bdf77e-6e0e-4a87-904a-e284b8a44d15","block_type":"box","text":"Lending Portfolio Securities.","page_number":19,"box":{"x":89,"y":622,"width":202,"height":12}},{"id":"8d1eea14-4eab-4395-bfc0-7a363fa43640","block_type":"box","text":"Each Fund and the Underlying Fund may lend portfolio securities to certain borrowers that BFA","page_number":19,"box":{"x":301,"y":622,"width":664,"height":12}},{"id":"11c248ed-2e25-4dd6-9087-c958b01b01b3","block_type":"box","text":"determines to be creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in","page_number":19,"box":{"x":89,"y":637,"width":871,"height":13}},{"id":"cb132572-b8aa-4f84-8e06-741f4bcdc3b6","block_type":"box","text":"an amount at least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of a","page_number":19,"box":{"x":89,"y":652,"width":870,"height":13}},{"id":"a70d6775-b768-4254-a10a-bf51fdad3186","block_type":"box","text":"Fund or Underlying Fund if, as a result, the aggregate value of all securities loans of the particular Fund or Underlying Fund","page_number":19,"box":{"x":89,"y":668,"width":857,"height":12}},{"id":"9721d18e-c7ba-4dc0-b120-35caba02bef5","block_type":"box","text":"exceeds one-third of the value of such Fund’s or Underlying Fund’s total assets (including the value of the collateral","page_number":19,"box":{"x":89,"y":683,"width":807,"height":12}},{"id":"c92e2420-b453-4046-93fc-eb6dd95796d6","block_type":"box","text":"received). A Fund or Underlying Fund may terminate a loan at any time and obtain the return of the securities loaned. Each","page_number":19,"box":{"x":89,"y":698,"width":858,"height":12}},{"id":"22b7065c-d320-473c-9fe1-81527721a1c8","block_type":"box","text":"Fund or Underlying Fund receives, by way of substitute payment, the value of any interest or cash or non-cash distributions","page_number":19,"box":{"x":89,"y":713,"width":862,"height":12}},{"id":"2071c4a5-8d6f-48e9-a21b-b89c89eb6d50","block_type":"box","text":"paid on the loaned securities that it would have otherwise received if the securities were not on loan.","page_number":19,"box":{"x":89,"y":728,"width":702,"height":12}},{"id":"bd15a133-7909-4b8b-b2b1-0299f633460b","block_type":"box","text":"With respect to loans that are collateralized by cash, the borrower may be entitled to receive a fee based on the amount of","page_number":19,"box":{"x":88,"y":754,"width":854,"height":13}},{"id":"52a35e9d-12be-4619-a51e-f66b5916e6b2","block_type":"box","text":"cash collateral. The Funds are compensated by any positive difference between the amount earned on the reinvestment of","page_number":19,"box":{"x":89,"y":770,"width":856,"height":12}},{"id":"9258c304-d8db-451d-a7c5-d2562367cbdf","block_type":"box","text":"cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund or Underlying Fund is","page_number":19,"box":{"x":89,"y":785,"width":823,"height":12}},{"id":"d8b546a2-4e33-4f15-a24f-7d6b396a4881","block_type":"box","text":"compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned securities. Any cash","page_number":19,"box":{"x":89,"y":800,"width":837,"height":12}},{"id":"73dff3dc-d373-480a-952b-19fad44a1b4e","block_type":"box","text":"collateral received by the Fund or Underlying Fund for such loans, and uninvested cash, may be reinvested in certain short","page_number":19,"box":{"x":89,"y":815,"width":857,"height":12}},{"id":"1f1e72ce-5c5f-40e6-b10c-3e2567e5762e","block_type":"box","text":"term instruments either directly on behalf of each Fund or Underlying Fund or through one or more joint accounts or money","page_number":19,"box":{"x":88,"y":830,"width":873,"height":12}},{"id":"5dbb2b0e-8fd4-4d34-a006-29526f9cc1c7","block_type":"box","text":"market funds, including those affiliated with BFA; such investments are subject to investment risk. Other investment","page_number":19,"box":{"x":89,"y":845,"width":811,"height":12}},{"id":"42fbf24d-1953-4b9a-8591-f0104b9395c8","block_type":"box","text":"5","page_number":19,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"c1d2477c-892f-4b0b-b94f-bfc46fb64629","block_type":"box","text":"companies in which a Fund or the Underlying Fund invests can be expected to incur fees and expenses for operations, such","page_number":20,"box":{"x":89,"y":44,"width":863,"height":12}},{"id":"9fa8340f-cbb8-44de-9c44-4c5bea42a2f1","block_type":"box","text":"as investment advisory and administration fees, that would be in addition to those incurred by a Fund or the Underlying","page_number":20,"box":{"x":89,"y":59,"width":835,"height":12}},{"id":"e9dc691e-53af-43a8-9964-e7af8cfa709c","block_type":"box","text":"Fund.","page_number":20,"box":{"x":89,"y":74,"width":38,"height":10}},{"id":"e7752912-6d33-46fe-b6d8-5c647df468ce","block_type":"box","text":"Each Fund and Underlying Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to","page_number":20,"box":{"x":89,"y":101,"width":871,"height":12}},{"id":"62f0a9ce-7cea-4377-8eda-372e9f5d18f1","block_type":"box","text":"lend portfolio securities to borrowers affiliated with the Fund or Underlying Fund and to retain an affiliate of the Fund or","page_number":20,"box":{"x":89,"y":116,"width":838,"height":12}},{"id":"b8886114-da94-4bfc-bbb3-0f679a781dd4","block_type":"box","text":"Underlying Fund to act as securities lending agent. To the extent that a Fund or Underlying Fund engages in securities","page_number":20,"box":{"x":89,"y":131,"width":825,"height":12}},{"id":"a656dc45-6114-4e0c-8812-c766a35ec719","block_type":"box","text":"lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities lending agent for the Fund or Underlying","page_number":20,"box":{"x":89,"y":146,"width":838,"height":12}},{"id":"8dac4dcc-46ee-47c0-9b22-f3d616e635fd","block_type":"box","text":"Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance with guidelines approved","page_number":20,"box":{"x":89,"y":161,"width":875,"height":12}},{"id":"f7d86853-80be-4f87-a706-4be82436fff5","block_type":"box","text":"by the Trust’s Board of Trustees (the “Board,” the trustees of which are the “Trustees”). JPMorgan Chase Bank, N.A.","page_number":20,"box":{"x":89,"y":176,"width":804,"height":13}},{"id":"1b6212d1-0204-46cd-a203-60b72a164f1f","block_type":"box","text":"(“JPMorgan”) serves as custodian for the Funds in connection with certain securities lending activities.","page_number":20,"box":{"x":89,"y":191,"width":716,"height":13}},{"id":"2bf1e4a9-2560-47ea-9d01-ed5236ab473f","block_type":"box","text":"Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems","page_number":20,"box":{"x":88,"y":218,"width":873,"height":12}},{"id":"05941841-bf86-41d5-b1e7-d8cc7dd8f7cc","block_type":"box","text":"in the settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral","page_number":20,"box":{"x":89,"y":233,"width":830,"height":12}},{"id":"ab8507ef-3663-419d-a58a-b4f81db5a045","block_type":"box","text":"reinvestments and the fees a Fund or Underlying Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a","page_number":20,"box":{"x":89,"y":248,"width":872,"height":12}},{"id":"0eac82c6-ecbb-49a6-88cb-7e07796e4ce6","block_type":"box","text":"shortfall at default when a cash collateral investment is denominated in a currency other than the currency of the assets","page_number":20,"box":{"x":89,"y":263,"width":840,"height":12}},{"id":"ede6160d-242d-44d5-a4e6-e93659667fc8","block_type":"box","text":"being loaned due to movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the","page_number":20,"box":{"x":89,"y":278,"width":853,"height":13}},{"id":"ada3ba2c-82d6-42f8-883a-5ef471ee15fd","block_type":"box","text":"risk that market events, including but not limited to corporate actions, could lead the Fund or Underlying Fund to lend","page_number":20,"box":{"x":89,"y":293,"width":825,"height":13}},{"id":"cbe425ac-5e10-44f7-beda-71184d559ff2","block_type":"box","text":"securities that are trading at a premium due to increased demand, or to recall loaned securities or to lend less or not at all,","page_number":20,"box":{"x":89,"y":308,"width":853,"height":13}},{"id":"52654ef1-9969-4c50-a6f5-a75ae38d0451","block_type":"box","text":"which could lead to reduced securities lending revenue). If a Fund were to lend out securities that are subject to a corporate","page_number":20,"box":{"x":88,"y":324,"width":867,"height":12}},{"id":"741d0a55-c46a-4aab-be46-538b98368ec3","block_type":"box","text":"action and commit to the borrower a particular election as determined by the Funds’ investment adviser, the benefit the Fund","page_number":20,"box":{"x":89,"y":339,"width":876,"height":12}},{"id":"2b012d18-960d-4dc5-9ebf-a642797e83ad","block_type":"box","text":"would receive in respect of committing to such election may or may not be less than the benefit the Fund would have","page_number":20,"box":{"x":88,"y":354,"width":823,"height":12}},{"id":"aa0ae337-959c-4b51-aba1-166f61eec214","block_type":"box","text":"received from making a different election in such corporate action. If a securities lending counterparty were to default, a Fund","page_number":20,"box":{"x":89,"y":369,"width":878,"height":12}},{"id":"5152e566-a34d-4c3d-b25f-81e269064dd5","block_type":"box","text":"or Underlying Fund would be subject to the risk of a possible delay in receiving collateral or in recovering the loaned","page_number":20,"box":{"x":89,"y":384,"width":809,"height":12}},{"id":"66a472c3-6011-4f2f-acce-5cc426cc2265","block_type":"box","text":"securities, or to a possible loss of rights in the collateral. In the event a borrower does not return a Fund’s or Underlying","page_number":20,"box":{"x":89,"y":399,"width":832,"height":13}},{"id":"8232c1d6-26ad-47a0-8f76-b200cca2db18","block_type":"box","text":"Fund’s securities as agreed, the Fund’s or Underlying Fund’s ability to participate in a corporate action event may be","page_number":20,"box":{"x":89,"y":414,"width":810,"height":13}},{"id":"83d30f5e-a9a7-4c13-ac65-18cbb08d31bd","block_type":"box","text":"impacted, or the Fund or Underlying Fund may experience losses if the proceeds received from liquidating the collateral do","page_number":20,"box":{"x":89,"y":429,"width":858,"height":13}},{"id":"af74fe23-a078-4a99-9157-a90d1621ce89","block_type":"box","text":"not at least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in","page_number":20,"box":{"x":89,"y":445,"width":874,"height":12}},{"id":"7cbb8c8c-b940-41a2-a6bd-77683925da2a","block_type":"box","text":"purchasing replacement securities. This latter event could trigger adverse tax consequences for a Fund or Underlying Fund. A","page_number":20,"box":{"x":89,"y":460,"width":878,"height":12}},{"id":"5442f8d5-6709-4449-a0ed-6d5b292b42a1","block_type":"box","text":"Fund or Underlying Fund could lose money if its short-term investment of the collateral declines in value over the period of","page_number":20,"box":{"x":89,"y":475,"width":860,"height":12}},{"id":"18fc7645-7e18-471d-bd5d-c1246a32c699","block_type":"box","text":"the loan. Substitute payments received by a Fund or Underlying Fund representing dividends paid on securities loaned out by","page_number":20,"box":{"x":88,"y":490,"width":875,"height":12}},{"id":"74f96d38-bca0-4da8-b9c3-89f1bbeec80a","block_type":"box","text":"the Fund or Underlying Fund will not be considered qualified dividend income. BTC will take into account the tax effects on","page_number":20,"box":{"x":88,"y":505,"width":860,"height":12}},{"id":"5f031815-6754-49f7-bf28-b06afe4dd7d0","block_type":"box","text":"shareholders caused by this difference in connection with a Fund’s or Underlying Fund’s securities lending program.","page_number":20,"box":{"x":89,"y":520,"width":811,"height":12}},{"id":"34709970-c2e6-43e7-be9d-aa3e979ae053","block_type":"box","text":"Substitute payments received on tax-exempt securities loaned out will not be tax-exempt income. There could also be","page_number":20,"box":{"x":88,"y":535,"width":827,"height":13}},{"id":"b4e0eed6-67d1-4cfb-a3d9-634b96a60474","block_type":"box","text":"changes in the status of issuers under applicable laws and regulations, including tax regulations, that may impact the","page_number":20,"box":{"x":89,"y":550,"width":820,"height":13}},{"id":"1ca445fa-506e-41ff-92c4-ab0413e81a53","block_type":"box","text":"regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment of dividend","page_number":20,"box":{"x":89,"y":565,"width":804,"height":13}},{"id":"aeacc0b6-42f4-4d15-8127-3cf36da0258a","block_type":"box","text":"equivalent payments owed to a Fund or Underlying Fund (as permitted by applicable law).","page_number":20,"box":{"x":89,"y":581,"width":629,"height":12}},{"id":"85ef4d9f-1bc6-4c26-bb36-de90a49c9692","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":20,"box":{"x":89,"y":607,"width":824,"height":12}},{"id":"9e35c451-1864-4e83-9fff-91893e3fd0af","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":20,"box":{"x":89,"y":622,"width":859,"height":12}},{"id":"ff26325a-7212-4bb8-a9c2-121d69ef4d96","block_type":"box","text":"the rights of counterparties, such as the Fund or Underlying Fund, to terminate such agreements, foreclose upon collateral,","page_number":20,"box":{"x":88,"y":637,"width":862,"height":13}},{"id":"d4e58c36-8908-40b7-90a4-adcf1ab7dc4b","block_type":"box","text":"exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are","page_number":20,"box":{"x":89,"y":652,"width":856,"height":13}},{"id":"19e4f499-cddb-4b4c-b563-0c2e16b8bb4d","block_type":"box","text":"subject to certain types of resolution or insolvency proceedings. It is possible that these requirements, as well as potential","page_number":20,"box":{"x":89,"y":668,"width":849,"height":12}},{"id":"f5ad07a1-d240-4405-8776-4ff7d1600ee5","block_type":"box","text":"additional government regulation and other developments in the market, could adversely affect the Fund’s or Underlying","page_number":20,"box":{"x":89,"y":683,"width":844,"height":12}},{"id":"5df7c180-cca9-4ebc-99f0-4f9de021af98","block_type":"box","text":"Fund’s ability to terminate existing securities lending agreements or to realize amounts to be received under such","page_number":20,"box":{"x":89,"y":698,"width":792,"height":12}},{"id":"4f9da587-a6ca-496c-96b6-86ff263e77c5","block_type":"box","text":"agreements. Prudential regulation may also favor lenders that can provide additional protections, such as liens that are","page_number":20,"box":{"x":89,"y":713,"width":830,"height":12}},{"id":"59124d15-7ac2-473d-bfb0-55ee120a6954","block_type":"box","text":"exercisable in connection with a lender default, to borrowers. Certain Funds expect to provide additional protections to","page_number":20,"box":{"x":89,"y":728,"width":831,"height":12}},{"id":"823165c2-1b9c-4f18-8e24-dc7f879b31c0","block_type":"box","text":"borrowers, where permitted, pursuant to a Fund’s investment policies and if BFA believes doing so is in the best interest of","page_number":20,"box":{"x":89,"y":743,"width":855,"height":12}},{"id":"797bade8-41d2-49a8-b45a-15345254943a","block_type":"box","text":"the Fund.","page_number":20,"box":{"x":88,"y":758,"width":66,"height":10}},{"id":"d71219e6-301e-4bee-93ba-c456d3134600","block_type":"box","text":"Liquidity Risk Management.","page_number":20,"box":{"x":89,"y":785,"width":200,"height":12}},{"id":"e6b122b5-2084-471c-8b44-4fe087c7b43e","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":20,"box":{"x":299,"y":785,"width":662,"height":12}},{"id":"b69e8733-faa3-4eec-9ee6-228e8d24ace9","block_type":"box","text":"including ETFs such as the Funds, to establish a liquidity risk management program (the “Liquidity Program”) and enhance","page_number":20,"box":{"x":89,"y":800,"width":862,"height":12}},{"id":"ce105067-ee2a-4a87-990e-a2c7ca2d8a0b","block_type":"box","text":"disclosures regarding fund liquidity. As required by the Liquidity Rule, the Funds have implemented a Liquidity Program, and","page_number":20,"box":{"x":89,"y":815,"width":866,"height":12}},{"id":"c59704cd-28a0-4d00-bcb1-eefaa6276740","block_type":"box","text":"the Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the administrator of the","page_number":20,"box":{"x":88,"y":830,"width":832,"height":12}},{"id":"b824cf16-01a6-4151-8834-32e3baa19a4c","block_type":"box","text":"Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews each Fund’s liquidity risk","page_number":20,"box":{"x":89,"y":845,"width":857,"height":12}},{"id":"8554cbd1-8649-48d7-b5e1-f5f04ddae7c0","block_type":"box","text":"and classifies each investment held by a Fund as a “highly liquid investment,” “moderately liquid investment,” “less liquid","page_number":20,"box":{"x":89,"y":860,"width":846,"height":13}},{"id":"70c357a3-f167-4e95-8e4c-f0dd71bf4ee2","block_type":"box","text":"6","page_number":20,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"aa1a3cee-0896-4141-aa05-066ba90a6621","block_type":"box","text":"investment” or “illiquid investment.” The Liquidity Rule defines “liquidity risk” as the risk that a Fund could not meet requests","page_number":21,"box":{"x":89,"y":44,"width":875,"height":12}},{"id":"7c479756-5072-4bd7-b855-c91a89e65a94","block_type":"box","text":"to redeem shares issued by a Fund without significant dilution of the remaining investors’ interest in a Fund. The liquidity of a","page_number":21,"box":{"x":88,"y":59,"width":878,"height":12}},{"id":"fa07abff-03fd-4ffd-bae3-a75800cf8d28","block_type":"box","text":"Fund’s portfolio investments is determined based on relevant market, trading and investment-specific considerations under","page_number":21,"box":{"x":89,"y":74,"width":864,"height":12}},{"id":"fd3e394f-ebab-4c5a-aef3-d40eb81d8e3c","block_type":"box","text":"the Liquidity Program. There are exclusions from certain portions of the liquidity risk management program requirements for","page_number":21,"box":{"x":88,"y":89,"width":875,"height":13}},{"id":"b11dc23b-9db2-4b8a-b1f1-9276449b06c2","block_type":"box","text":"“in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment is deemed to be an illiquid investment or a","page_number":21,"box":{"x":89,"y":104,"width":860,"height":13}},{"id":"353fa693-43f2-4770-b7ea-907da75bc4f0","block_type":"box","text":"less liquid investment, a Fund can expect to be exposed to greater liquidity risk.","page_number":21,"box":{"x":89,"y":119,"width":554,"height":13}},{"id":"6d4db94f-ceba-4033-bcd8-fdf426dd4680","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":21,"box":{"x":89,"y":146,"width":242,"height":12}},{"id":"51a2db57-591e-4d2b-86f4-1031ea6ec973","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":21,"box":{"x":340,"y":146,"width":588,"height":12}},{"id":"0a67d1a1-970c-48e8-a485-d4b49579e44d","block_type":"box","text":"CFTC if a fund that is advised by the adviser either (i) invests, directly or indirectly, more than a prescribed level of its","page_number":21,"box":{"x":89,"y":161,"width":812,"height":12}},{"id":"89ef94ff-7078-4a3f-8803-5df21c0e08ec","block_type":"box","text":"liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":21,"box":{"x":89,"y":176,"width":819,"height":13}},{"id":"d294920f-71b6-43ea-871b-791f4bfadea1","block_type":"box","text":"investment exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation","page_number":21,"box":{"x":89,"y":191,"width":872,"height":13}},{"id":"52058ed6-27f8-4595-aff6-ba2be4850089","block_type":"box","text":"by the CFTC if the registered investment company invests in one or more commodity pools. NDFs and cash-settled currency","page_number":21,"box":{"x":89,"y":206,"width":868,"height":13}},{"id":"fc1d7a30-48e3-479d-8b0c-1103df939ef5","block_type":"box","text":"forwards as well as futures, options on futures, currency options and swaps entered into by the Fund will be treated as CFTC","page_number":21,"box":{"x":88,"y":222,"width":870,"height":12}},{"id":"d1335f04-e3ca-49b8-bd37-f266b0ab37e5","block_type":"box","text":"Derivatives for these purposes. Physically-settled foreign currency forward contracts will generally be treated as CFTC","page_number":21,"box":{"x":89,"y":237,"width":821,"height":12}},{"id":"9c44411f-361a-4390-9369-b42377614ece","block_type":"box","text":"Derivatives, however these contracts are not treated as CFTC regulated-swaps and are not subject to certain of the CFTC’s","page_number":21,"box":{"x":89,"y":252,"width":855,"height":12}},{"id":"893519ff-b1c7-4717-941d-785493d57a97","block_type":"box","text":"rules with respect to swaps. To the extent a Fund uses CFTC Derivatives, it intends to do so below such prescribed levels and","page_number":21,"box":{"x":89,"y":267,"width":871,"height":12}},{"id":"baabe251-a106-44d2-92bc-84489ce84991","block_type":"box","text":"intends not to market itself as a “commodity pool” or a vehicle for trading such instruments.","page_number":21,"box":{"x":89,"y":282,"width":645,"height":12}},{"id":"0f7c0dbc-4d30-4e14-8b8b-1a1da8009e6d","block_type":"box","text":"BFA has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA pursuant to Rule 4.5","page_number":21,"box":{"x":89,"y":308,"width":873,"height":13}},{"id":"fdf14e85-d4b4-4ee8-946b-76c58aa2f22f","block_type":"box","text":"under the CEA with respect to each of the Funds. BFA is not, therefore, subject to registration or regulation as a “commodity","page_number":21,"box":{"x":89,"y":324,"width":868,"height":12}},{"id":"4053d672-50d7-4bbc-88e9-3aac5fd3609f","block_type":"box","text":"pool operator” under the CEA with respect to the Funds.","page_number":21,"box":{"x":89,"y":339,"width":393,"height":12}},{"id":"096e8902-cb0b-44b0-9689-4d7325d86ad3","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and non-deliverable forwards, are subject to","page_number":21,"box":{"x":89,"y":365,"width":849,"height":12}},{"id":"c7447d33-f20c-4d80-9cda-8fe1db07f9a0","block_type":"box","text":"regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under","page_number":21,"box":{"x":89,"y":380,"width":873,"height":13}},{"id":"9d128e6d-f2fc-4c1e-a913-72813650093b","block_type":"box","text":"comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, non-deliverable forwards and certain other","page_number":21,"box":{"x":89,"y":395,"width":838,"height":13}},{"id":"c772802c-374e-43ae-beae-425dc1d4586f","block_type":"box","text":"derivatives traded in the OTC market are subject to variation margin and initial margin requirements. Implementation of the","page_number":21,"box":{"x":89,"y":410,"width":863,"height":13}},{"id":"d8932056-af6c-4191-9498-a3baf956b27a","block_type":"box","text":"margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation","page_number":21,"box":{"x":89,"y":426,"width":867,"height":12}},{"id":"f1224dac-2428-4cb2-b48d-c046d9a95ef3","block_type":"box","text":"of swaps and other derivatives have impacted and may continue to impact the costs to the Fund of trading these instruments","page_number":21,"box":{"x":89,"y":441,"width":878,"height":12}},{"id":"43041698-ab6c-47a4-b52c-967315e0d39b","block_type":"box","text":"and, as a result, may affect returns to investors in the Fund.","page_number":21,"box":{"x":89,"y":456,"width":413,"height":12}},{"id":"5e6144af-9254-4af8-9097-c452cafdc54b","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits the Fund to enter into Derivatives Transactions (as defined below)","page_number":21,"box":{"x":89,"y":482,"width":850,"height":13}},{"id":"8051fe59-2ae6-49da-9295-6e570906d539","block_type":"box","text":"and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":21,"box":{"x":89,"y":497,"width":872,"height":13}},{"id":"c14b9547-0b66-4d73-8b25-57098f35064b","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":21,"box":{"x":89,"y":513,"width":823,"height":12}},{"id":"17d05623-aaa6-41bf-9f76-b0c520f5bcfc","block_type":"box","text":"including the Fund, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":21,"box":{"x":89,"y":528,"width":872,"height":12}},{"id":"3b1d1b2a-c0f9-46c5-b19d-d46effec46f2","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":21,"box":{"x":88,"y":543,"width":257,"height":12}},{"id":"19ca0f92-316d-4427-b3f0-db066f2369f3","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":21,"box":{"x":89,"y":569,"width":862,"height":13}},{"id":"45d6a247-eed5-48f2-8680-403b324afc85","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":21,"box":{"x":88,"y":584,"width":871,"height":13}},{"id":"5dbaf628-2a70-48fa-b2b2-32a751193899","block_type":"box","text":"or any similar instrument, under which the Fund is or may be required to make any payment or delivery of cash or other","page_number":21,"box":{"x":89,"y":599,"width":838,"height":13}},{"id":"2d96f646-12cb-4668-9345-c9820f119345","block_type":"box","text":"assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or","page_number":21,"box":{"x":89,"y":615,"width":837,"height":12}},{"id":"fa8e2982-0c1a-4dc7-bb0c-8438f806df19","block_type":"box","text":"otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse","page_number":21,"box":{"x":89,"y":630,"width":873,"height":12}},{"id":"fc208a56-5005-49c2-8940-14d4cc259f64","block_type":"box","text":"and non-recourse tender option bonds, and borrowed bonds), if the Fund elects to treat these transactions as Derivatives","page_number":21,"box":{"x":89,"y":645,"width":848,"height":12}},{"id":"d85578cf-179b-4194-abec-bfb80511ebd4","block_type":"box","text":"Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (e.g., firm and standby commitments,","page_number":21,"box":{"x":88,"y":660,"width":841,"height":12}},{"id":"af513b8d-fffd-4a3f-997e-6af512c33974","block_type":"box","text":"including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the","page_number":21,"box":{"x":89,"y":675,"width":869,"height":12}},{"id":"cb39c3e8-2f90-4618-9d4f-a1b6d146569c","block_type":"box","text":"Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed","page_number":21,"box":{"x":89,"y":690,"width":871,"height":13}},{"id":"6787f4d3-4e0c-4663-8bd6-d2e35656a59b","block_type":"box","text":"Settlement Securities Provision”).","page_number":21,"box":{"x":88,"y":705,"width":233,"height":13}},{"id":"10273521-e98e-44a4-9eb9-07d7f38b805e","block_type":"box","text":"Unless the Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f","page_number":21,"box":{"x":89,"y":732,"width":877,"height":12}},{"id":"2fd63d35-d8d6-44c3-8a0a-2421390a836c","block_type":"box","text":"4 with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires the Fund to adopt and implement a","page_number":21,"box":{"x":88,"y":747,"width":858,"height":12}},{"id":"a4d7a04e-492b-4e40-9694-35801a4f8c58","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":21,"box":{"x":89,"y":762,"width":875,"height":12}},{"id":"74eefea7-0a7f-4c6e-86c2-6276ff0a32cd","block_type":"box","text":"leverage risk calculated based on value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,” who is","page_number":21,"box":{"x":89,"y":777,"width":846,"height":12}},{"id":"da3936b3-cacc-40d2-9994-7459c957a590","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":21,"box":{"x":89,"y":792,"width":839,"height":13}},{"id":"b08d2b9f-d54a-494a-bd88-ca66dfc1ea88","block_type":"box","text":"reports to the Board.","page_number":21,"box":{"x":89,"y":807,"width":142,"height":13}},{"id":"e4a01e19-1df6-4bbf-ac6a-c1a598d71b2b","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if the Fund’s “derivatives","page_number":21,"box":{"x":89,"y":834,"width":807,"height":12}},{"id":"468ba1d2-6ffa-4756-8a35-4338d6ff8245","block_type":"box","text":"exposure” (as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the","page_number":21,"box":{"x":89,"y":849,"width":866,"height":12}},{"id":"3d277aee-a95b-4713-9816-92b7d2c7838f","block_type":"box","text":"7","page_number":21,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"6b9e05c6-d4f5-4119-957b-87c2960f5805","block_type":"box","text":"Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the","page_number":22,"box":{"x":89,"y":44,"width":826,"height":12}},{"id":"f84e5db9-f89c-4a96-9bea-ca3b3f6dd98e","block_type":"box","text":"“Limited Derivatives User Exception”).","page_number":22,"box":{"x":89,"y":59,"width":264,"height":12}},{"id":"66711cdf-b599-4483-8393-e5652ea8758a","block_type":"box","text":"Securities of Investment Companies.","page_number":22,"box":{"x":88,"y":85,"width":263,"height":13}},{"id":"72e204db-092b-40df-899a-309ebaf89ecc","block_type":"box","text":"Each Fund and the Underlying Fund may invest in the securities of other investment","page_number":22,"box":{"x":361,"y":85,"width":587,"height":13}},{"id":"a02f6b9c-a317-4f6f-bdb7-c01e0a94b608","block_type":"box","text":"companies (including money market funds) to the extent permitted by law, regulation, exemptive order or SEC staff","page_number":22,"box":{"x":89,"y":101,"width":809,"height":12}},{"id":"2088b3ed-5ab7-4aa5-bc29-6c7507b9de23","block_type":"box","text":"guidance. Under the 1940 Act, a fund’s investment in investment companies is limited to, subject to certain exceptions, (i)","page_number":22,"box":{"x":89,"y":116,"width":853,"height":12}},{"id":"9618ecc9-11d6-460b-a52b-47450f5b85ff","block_type":"box","text":"3% of the total outstanding voting stock of any one investment company, (ii) 5% of the fund’s total assets with respect to","page_number":22,"box":{"x":89,"y":131,"width":851,"height":12}},{"id":"cb014386-b15c-4cfe-9a20-329d6588fc90","block_type":"box","text":"any one investment company, and (iii) 10% of the fund’s total assets with respect to investment companies in the aggregate.","page_number":22,"box":{"x":89,"y":146,"width":873,"height":12}},{"id":"afef61bd-3421-48f5-8c74-5687b1cd9ea6","block_type":"box","text":"Other investment companies in which the Fund or the Underlying Fund invests can be expected to incur fees and expenses","page_number":22,"box":{"x":89,"y":161,"width":861,"height":12}},{"id":"098a1dd2-6cfc-4731-869e-6c18fef1b232","block_type":"box","text":"for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the","page_number":22,"box":{"x":88,"y":176,"width":844,"height":13}},{"id":"742d6e28-fcd8-4cf2-97b6-a32e6948f2c9","block_type":"box","text":"Fund or the Underlying Fund. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used","page_number":22,"box":{"x":89,"y":191,"width":863,"height":13}},{"id":"bf4534da-ff36-42b7-987d-f843d3654be8","block_type":"box","text":"for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which","page_number":22,"box":{"x":88,"y":206,"width":872,"height":13}},{"id":"147ff653-5605-4bec-9c82-8d03e2beecdd","block_type":"box","text":"reflect a Fund’s","page_number":22,"box":{"x":89,"y":222,"width":105,"height":9}},{"id":"b175f3a7-ad75-4aa0-bfe1-9a54aebca5ca","block_type":"box","text":"pro rata","page_number":22,"box":{"x":199,"y":223,"width":55,"height":11}},{"id":"4c4355f2-8bff-4890-a35e-2d9ea8a8d25e","block_type":"box","text":"share of the fees and expenses incurred by investing in other investment companies (as disclosed in","page_number":22,"box":{"x":259,"y":222,"width":698,"height":12}},{"id":"99ed52de-fc9f-413f-9260-774e4574c360","block_type":"box","text":"the Prospectus, as applicable).","page_number":22,"box":{"x":88,"y":237,"width":212,"height":12}},{"id":"26abb582-89df-4bf3-b6bd-4fed7a380aac","block_type":"box","text":"Each Fund or the Underlying Fund may purchase ETF shares for the same reason it would purchase (and as an alternative to","page_number":22,"box":{"x":89,"y":263,"width":869,"height":12}},{"id":"3501e22a-3d88-4a2c-8f59-7d5d915a90f8","block_type":"box","text":"purchasing) futures contracts – to obtain relatively low-cost exposure to the stock market while maintaining flexibility to","page_number":22,"box":{"x":89,"y":278,"width":843,"height":13}},{"id":"b906a9a9-5227-427b-8ddc-353da89095af","block_type":"box","text":"meet the liquidity needs of the Underlying Fund. ETF shares enjoy several advantages over futures contracts. Depending on","page_number":22,"box":{"x":89,"y":293,"width":860,"height":13}},{"id":"31a6da2f-d525-4ec2-a0da-b9742bb31bb6","block_type":"box","text":"the market, the holding period, and other factors, ETF shares can be less costly than futures contracts. In addition, ETF shares","page_number":22,"box":{"x":88,"y":308,"width":879,"height":13}},{"id":"d3b30898-1ea1-4bb8-a295-01b835c10a12","block_type":"box","text":"can be purchased for smaller sums and offer exposure to market sectors and styles for which there is no suitable or liquid","page_number":22,"box":{"x":89,"y":324,"width":850,"height":12}},{"id":"259c9404-076f-4977-81d4-931fba5e5d1e","block_type":"box","text":"futures contract. The Underlying Fund may also purchase ETF shares for other purposes, including improving its ability to","page_number":22,"box":{"x":88,"y":339,"width":850,"height":12}},{"id":"3b31eba8-dfb4-4cee-a5fc-ed77b10ea0a3","block_type":"box","text":"track its underlying index. The Underlying Fund may invest in shares of ETFs that are advised by BFA.","page_number":22,"box":{"x":88,"y":354,"width":704,"height":12}},{"id":"13ae6a8c-9d88-4e2b-9b6f-17ad4f350fb0","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":22,"box":{"x":88,"y":380,"width":386,"height":13}},{"id":"601a06e1-7c49-4fbc-928d-bd003f2a458e","block_type":"box","text":"Each Fund and the Underlying Fund may invest in short-term","page_number":22,"box":{"x":484,"y":380,"width":426,"height":13}},{"id":"317c7613-f790-4d3d-8973-de814f4caa9e","block_type":"box","text":"instruments, including money market instruments, on an ongoing basis to provide liquidity or for other reasons. Money","page_number":22,"box":{"x":89,"y":395,"width":836,"height":13}},{"id":"59e48adc-2a6e-4eab-8729-c9a96483a3e2","block_type":"box","text":"market instruments are generally short-term investments that may include, but are not limited to: (i) shares of money market","page_number":22,"box":{"x":89,"y":410,"width":877,"height":13}},{"id":"240c2c21-7d36-4319-b23a-5d6cae2a3778","block_type":"box","text":"funds (including those advised by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S.","page_number":22,"box":{"x":88,"y":426,"width":835,"height":12}},{"id":"86a2523b-3e5d-4308-829a-04dc3ac1122e","block_type":"box","text":"government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of","page_number":22,"box":{"x":89,"y":441,"width":858,"height":12}},{"id":"99bed9e7-7d4e-41e1-994d-cb9a03cab250","block_type":"box","text":"deposit, bankers’ acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non-U.S.","page_number":22,"box":{"x":89,"y":456,"width":836,"height":12}},{"id":"306098d9-6315-4fa8-94ac-0a4d326d523b","block_type":"box","text":"branches) and similar institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s, “F-1” by Fitch,","page_number":22,"box":{"x":89,"y":471,"width":875,"height":12}},{"id":"f51c40cb-5ef6-4292-aee9-6b3524ecb008","block_type":"box","text":"or “A-1” by S&P Global Ratings, or if unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt","page_number":22,"box":{"x":89,"y":486,"width":876,"height":12}},{"id":"cdfb3e29-09ed-45af-8060-f566293af6d8","block_type":"box","text":"securities (","page_number":22,"box":{"x":89,"y":501,"width":75,"height":13}},{"id":"8e92d092-656f-4d52-a1c4-aa50cba66576","block_type":"box","text":"e.g.","page_number":22,"box":{"x":165,"y":504,"width":23,"height":10}},{"id":"f2d07119-df40-4255-8958-1889ce648014","block_type":"box","text":", bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that","page_number":22,"box":{"x":190,"y":501,"width":776,"height":13}},{"id":"70412523-46f7-43ec-902d-e38a9c16b4e8","block_type":"box","text":"have been determined to present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the","page_number":22,"box":{"x":89,"y":516,"width":860,"height":13}},{"id":"456672bb-dd62-48d6-8819-a1dea19b12bd","block_type":"box","text":"1940 Act; (vi) repurchase agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including","page_number":22,"box":{"x":90,"y":531,"width":869,"height":13}},{"id":"81855239-88a5-4851-9bc0-1b2891b635c2","block_type":"box","text":"U.S. branches) that, in the opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by a","page_number":22,"box":{"x":89,"y":547,"width":867,"height":12}},{"id":"e272b3fe-d4d4-4e50-bc2e-5ca6d8552234","block_type":"box","text":"Fund. Any of these instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable","page_number":22,"box":{"x":89,"y":562,"width":857,"height":12}},{"id":"1cb4ec1a-dc3f-426d-b5a6-08775e18fd77","block_type":"box","text":"deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are","page_number":22,"box":{"x":89,"y":577,"width":848,"height":12}},{"id":"44185aff-aa14-4797-b098-09a12e760492","block_type":"box","text":"time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.","page_number":22,"box":{"x":88,"y":592,"width":755,"height":12}},{"id":"07b09132-791f-463f-b974-c170dab9e77d","block_type":"box","text":"Tracking Stocks.","page_number":22,"box":{"x":88,"y":618,"width":119,"height":13}},{"id":"45744ec2-776c-45f2-959a-33d5656a10ef","block_type":"box","text":"A tracking stock is a separate class of common stock whose value is linked to a specific business unit or","page_number":22,"box":{"x":215,"y":618,"width":728,"height":13}},{"id":"84ad4959-579e-4d99-972c-9d73df5f9a31","block_type":"box","text":"operating division within a larger company and is designed to “track” the performance of such business unit or division. The","page_number":22,"box":{"x":89,"y":633,"width":869,"height":13}},{"id":"2c295ec8-094a-4769-9240-a0a27b93854e","block_type":"box","text":"tracking stock may pay dividends to shareholders independent of the parent company. The parent company, rather than the","page_number":22,"box":{"x":88,"y":649,"width":867,"height":12}},{"id":"5979e3f7-3174-4fa1-851e-482fa4061280","block_type":"box","text":"business unit or division, generally is the issuer of tracking stock. However, holders of the tracking stock may not have the","page_number":22,"box":{"x":89,"y":664,"width":851,"height":12}},{"id":"4eb224eb-7232-497b-850b-dd72b5f5070a","block_type":"box","text":"same rights as holders of the company’s common stock.","page_number":22,"box":{"x":89,"y":679,"width":395,"height":12}},{"id":"9360d9fb-2b0e-4206-aba0-fa5c74422dbb","block_type":"box","text":"Future Developments.","page_number":22,"box":{"x":89,"y":705,"width":157,"height":13}},{"id":"3611e917-b907-4a35-9a27-9ba0a373c169","block_type":"box","text":"The board of each Fund or the Underlying Fund may, in the future, authorize each Fund and the","page_number":22,"box":{"x":255,"y":705,"width":669,"height":13}},{"id":"13b4e908-9249-4649-9df9-026700d6bf24","block_type":"box","text":"Underlying Fund to invest in securities contracts and investments, other than those listed in this SAI and in the Prospectus,","page_number":22,"box":{"x":89,"y":720,"width":857,"height":13}},{"id":"5e5508ba-a936-4f19-a89b-28347c4c6ba4","block_type":"box","text":"provided they are consistent with each Fund’s or the Underlying Fund’s investment objective and do not violate any of its","page_number":22,"box":{"x":89,"y":736,"width":846,"height":12}},{"id":"6fd435b3-9864-412b-a950-d2e1e45429f4","block_type":"box","text":"investment restrictions or policies.","page_number":22,"box":{"x":89,"y":751,"width":238,"height":12}},{"id":"24c47831-8d82-4321-b3e0-3a8fe8ced6fa","block_type":"box","text":"General Considerations and Risks","page_number":22,"box":{"x":90,"y":781,"width":559,"height":24}},{"id":"15d9ff70-2fd5-4201-bd40-4fc3892b5ed2","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in a Fund is contained in the Prospectus. Because","page_number":22,"box":{"x":88,"y":822,"width":863,"height":13}},{"id":"4b8ee4f3-60dd-4ae8-ae41-090e7279aa99","block_type":"box","text":"each Fund expects to obtain its exposure to the securities substantially through its investment in the Underlying Fund,","page_number":22,"box":{"x":89,"y":838,"width":827,"height":12}},{"id":"15be2a2a-6cb0-4447-b5d4-638b75e77c80","block_type":"box","text":"shareholders should be aware that the risks of investment in particular types of securities, economic sectors and geographic","page_number":22,"box":{"x":89,"y":853,"width":869,"height":12}},{"id":"c0ab836d-08fa-4688-9f71-acc3f7ee3e9e","block_type":"box","text":"8","page_number":22,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"cbaabfec-306b-4f40-a857-6681673de0fd","block_type":"box","text":"locations discussed below may be borne by the Fund through its investment in the Underlying Fund. Through its investment","page_number":23,"box":{"x":89,"y":44,"width":869,"height":12}},{"id":"02ab92c0-c82b-4f13-b5a6-966da8e7c5ca","block_type":"box","text":"in the Underlying Fund, each Fund will also bear the risks described below associated with the Underlying Fund’s use of","page_number":23,"box":{"x":89,"y":59,"width":838,"height":12}},{"id":"a8dc6e3d-db60-4c8f-9b48-a7456940769b","block_type":"box","text":"portfolio management techniques, such as borrowing arrangements and use of derivatives, in addition to the risks associated","page_number":23,"box":{"x":89,"y":74,"width":878,"height":12}},{"id":"060f7e2e-7f7c-47d6-8ad3-4e6c9f56ccbe","block_type":"box","text":"with those activities if the Funds engage in them directly.","page_number":23,"box":{"x":88,"y":89,"width":398,"height":13}},{"id":"96e31479-ccd6-4f50-a826-ad196a07d0ec","block_type":"box","text":"An investment in a Fund should be made with an understanding that the value of the Fund’s portfolio securities, including its","page_number":23,"box":{"x":88,"y":116,"width":875,"height":12}},{"id":"6662ce06-c07c-49c0-97ce-13fb9c0de780","block_type":"box","text":"investment in the Underlying Fund, may fluctuate in accordance with changes in the financial condition of the issuers of the","page_number":23,"box":{"x":89,"y":131,"width":867,"height":12}},{"id":"6735a5f6-7246-4d4e-afea-22bc0fc3bf3f","block_type":"box","text":"portfolio securities, the value of stocks in general, and other factors that affect the market. The order of the below risk factors","page_number":23,"box":{"x":89,"y":146,"width":876,"height":12}},{"id":"ced9ad90-3e24-4123-91a2-8f623b112364","block_type":"box","text":"does not indicate the significance of any particular risk factor.","page_number":23,"box":{"x":89,"y":161,"width":429,"height":12}},{"id":"d3cff246-9201-468e-93b8-fa3499d9cd28","block_type":"box","text":"Borrowing Risk.","page_number":23,"box":{"x":89,"y":188,"width":112,"height":12}},{"id":"019bbe49-d684-48e4-a564-350587ac48a4","block_type":"box","text":"Borrowing may exaggerate changes in the NAV of Fund shares and in the return on a Fund’s portfolio.","page_number":23,"box":{"x":211,"y":188,"width":712,"height":12}},{"id":"eea04333-542d-48e7-b78c-58f49001c001","block_type":"box","text":"Borrowing will cause a Fund to incur interest expense and other fees. The costs of borrowing may reduce a Fund’s return.","page_number":23,"box":{"x":89,"y":203,"width":850,"height":12}},{"id":"f0ad3fb3-5951-4bb3-9aad-c0bd3419003e","block_type":"box","text":"Borrowing may cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations.","page_number":23,"box":{"x":89,"y":218,"width":831,"height":12}},{"id":"61d4c2f7-b836-478b-888d-6b1abbe10413","block_type":"box","text":"Illiquid Investments Risk.","page_number":23,"box":{"x":89,"y":244,"width":178,"height":13}},{"id":"abac4c66-9847-431f-b86e-d160d34172b4","block_type":"box","text":"Each Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":23,"box":{"x":277,"y":244,"width":673,"height":13}},{"id":"0e2d4a43-e9ae-4850-a40a-b59460430a1b","block_type":"box","text":"would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment that a","page_number":23,"box":{"x":88,"y":259,"width":856,"height":13}},{"id":"ace8ff27-2dad-4515-b794-5653feb24f1c","block_type":"box","text":"Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without","page_number":23,"box":{"x":89,"y":274,"width":859,"height":13}},{"id":"b8c823ca-e41a-4ac8-a3c7-b42ebf014b86","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":23,"box":{"x":89,"y":290,"width":820,"height":12}},{"id":"b241eb00-7419-4cb3-ba47-770f3b14a417","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":23,"box":{"x":89,"y":305,"width":818,"height":12}},{"id":"6a9194ae-58ed-4cf3-817a-e963a564a931","block_type":"box","text":"Liquidity Rule. Illiquid investments may trade at a discount to comparable, more liquid investments and a Fund may not be","page_number":23,"box":{"x":89,"y":320,"width":856,"height":12}},{"id":"8ab45ce2-7125-42bd-9453-080a10517ab2","block_type":"box","text":"able to dispose of illiquid investments in a timely fashion or at their expected prices. If illiquid investments exceed 15% of a","page_number":23,"box":{"x":89,"y":335,"width":858,"height":12}},{"id":"92a176e3-aa2c-48f7-9c71-141845d0ec1c","block_type":"box","text":"Fund’s net assets, the Liquidity Rule and the Liquidity Program will require that certain remedial actions be taken.","page_number":23,"box":{"x":89,"y":350,"width":790,"height":12}},{"id":"a22ca316-2aff-42ba-9d31-956a1d6ceae8","block_type":"box","text":"Infectious Illness Risk.","page_number":23,"box":{"x":89,"y":376,"width":159,"height":10}},{"id":"46d42870-dcc9-43fb-8471-2575a4fb8d29","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":23,"box":{"x":257,"y":376,"width":708,"height":13}},{"id":"b1dd8036-1e98-4fa9-86a7-96f44389e1f8","block_type":"box","text":"the economies of many nations and the global economy and may impact individual issuers and capital markets in ways that","page_number":23,"box":{"x":88,"y":392,"width":868,"height":12}},{"id":"6b1ae93f-8481-48e7-a044-d5962d24ae29","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":23,"box":{"x":89,"y":407,"width":871,"height":12}},{"id":"9d9f1c9c-7dfe-4ee2-8f5e-6b5223a2ed86","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":23,"box":{"x":89,"y":422,"width":838,"height":12}},{"id":"b22a49f6-59c8-4b28-9c34-0d80710945f1","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":23,"box":{"x":89,"y":437,"width":850,"height":12}},{"id":"7cebf628-e489-470a-8020-898e08959ec3","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":23,"box":{"x":89,"y":452,"width":865,"height":12}},{"id":"2b771015-0bc9-4f9a-91ce-5bc2d3b6212e","block_type":"box","text":"and economic risks in certain countries or globally. These impacts, which could adversely affect a Fund and its investments,","page_number":23,"box":{"x":89,"y":467,"width":863,"height":13}},{"id":"26c36354-1e3e-431d-b084-115c90a125a4","block_type":"box","text":"could be present for an extended period of time.","page_number":23,"box":{"x":89,"y":482,"width":337,"height":13}},{"id":"00b25785-40eb-4733-9ef8-a94273d177e7","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":23,"box":{"x":89,"y":509,"width":845,"height":12}},{"id":"bf86a36d-35aa-4bf2-9167-60e29e803f67","block_type":"box","text":"trading costs. Such events may adversely affect a Fund and its investments and may impact a Fund’s ability to purchase or","page_number":23,"box":{"x":88,"y":524,"width":857,"height":12}},{"id":"81ba2924-40dd-4845-b1cc-ebc7347fe934","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":23,"box":{"x":89,"y":539,"width":861,"height":12}},{"id":"6981845b-923f-4c98-abbb-f272ff14588f","block_type":"box","text":"or discounts to a Fund’s NAV. Additionally, a Fund could be adversely impacted if an outbreak impairs the operations of its","page_number":23,"box":{"x":89,"y":554,"width":853,"height":12}},{"id":"691737be-9bfb-4394-83c9-601f54dfad20","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":23,"box":{"x":89,"y":569,"width":832,"height":13}},{"id":"8afc1acf-e3bb-4e1e-ba6f-f2c22ff27c86","block_type":"box","text":"disruptions with a variety of fiscal and monetary policy changes, such as changes in interest rates. A reversal of these","page_number":23,"box":{"x":89,"y":584,"width":820,"height":13}},{"id":"05628139-ed6c-4607-b5b5-4acf6b2b6a36","block_type":"box","text":"policies, or the ineffectiveness of such policies, is likely to increase market volatility, which could adversely affect a Fund’s","page_number":23,"box":{"x":89,"y":599,"width":845,"height":13}},{"id":"8d0e641e-273d-4294-944a-425e6a61b9a1","block_type":"box","text":"investments.","page_number":23,"box":{"x":89,"y":616,"width":87,"height":8}},{"id":"dc447560-686e-4f63-966e-f168c439b4c6","block_type":"box","text":"Money Market Instruments Risk.","page_number":23,"box":{"x":89,"y":641,"width":234,"height":12}},{"id":"db0bf297-3dff-4fe1-967f-c0aa82d3ff04","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":23,"box":{"x":332,"y":641,"width":628,"height":12}},{"id":"abee51ed-9473-4ba9-ad4b-14e9c4d6b70c","block_type":"box","text":"the credit ratings of the investments, among other things. If a significant amount of a Fund’s assets is invested in money","page_number":23,"box":{"x":88,"y":656,"width":843,"height":13}},{"id":"616f1bb2-35e0-4e36-b609-d39f0ea2db2f","block_type":"box","text":"market instruments, it may be more difficult for the Fund to achieve its investment objective. An investment in a money","page_number":23,"box":{"x":89,"y":671,"width":835,"height":13}},{"id":"244dd60b-b111-4ab0-972d-dcb240d5fb72","block_type":"box","text":"market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. It is","page_number":23,"box":{"x":89,"y":686,"width":874,"height":13}},{"id":"ae7bbcd6-bd95-403c-b036-c5208690a339","block_type":"box","text":"possible to lose money by investing in a money market fund. Money market funds other than U.S. government money market","page_number":23,"box":{"x":89,"y":702,"width":879,"height":12}},{"id":"076a6157-6698-43e5-9a9b-c1cc05fd16c3","block_type":"box","text":"funds and retail money market funds “float” their NAV instead of using a stable $1.00 per share price.","page_number":23,"box":{"x":88,"y":717,"width":709,"height":12}},{"id":"3de6a3ea-5063-462c-b443-dd8e6ce56165","block_type":"box","text":"Operational and Technology Risks.","page_number":23,"box":{"x":89,"y":743,"width":250,"height":12}},{"id":"a95cafcc-d64b-4b51-972e-347f0fea1090","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":23,"box":{"x":348,"y":743,"width":593,"height":12}},{"id":"a75b43fd-7de7-4c0d-ab29-df9d4573b88c","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":23,"box":{"x":89,"y":758,"width":874,"height":13}},{"id":"3a561737-4e32-4ee1-9369-5f27b7cbf687","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":23,"box":{"x":88,"y":773,"width":864,"height":13}},{"id":"1e969a7a-71ba-43a2-b1a6-60b96a963059","block_type":"box","text":"for the Fund and its shareholders or impair the Fund’s operations. These entities include, but are not limited to, a Fund’s","page_number":23,"box":{"x":88,"y":788,"width":839,"height":13}},{"id":"35da2824-1daa-44cc-ae03-46ae76d6b469","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":23,"box":{"x":89,"y":804,"width":876,"height":12}},{"id":"b560c15c-d901-41ce-ba05-6f20df2b6ace","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":23,"box":{"x":88,"y":819,"width":853,"height":12}},{"id":"95bde483-d4e7-4653-9434-34dbc0e61a1c","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":23,"box":{"x":88,"y":834,"width":859,"height":12}},{"id":"20abc9bc-727a-4ee8-a6b5-ed36358a3b1d","block_type":"box","text":"invests could also result in material adverse consequences for such issuers and may cause the Fund’s investments in such","page_number":23,"box":{"x":89,"y":849,"width":852,"height":12}},{"id":"a201f26e-9660-4d35-bfd5-96d7e22d1fd3","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":23,"box":{"x":89,"y":864,"width":770,"height":12}},{"id":"84525737-78ff-46d1-afb9-c3acadca710d","block_type":"box","text":"9","page_number":23,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"8bab2ec0-b50b-454e-9c88-9147be25d832","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":24,"box":{"x":89,"y":44,"width":862,"height":12}},{"id":"263ea6ea-b0e3-4212-be67-78cf05387d6e","block_type":"box","text":"the Fund or any of its service providers. They include, but are not limited to, gaining unauthorized access to systems,","page_number":24,"box":{"x":88,"y":59,"width":816,"height":12}},{"id":"691a208b-7312-46a6-a559-c05199e33441","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":24,"box":{"x":89,"y":74,"width":808,"height":12}},{"id":"b3c444fb-6e82-4693-943a-08a187581992","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":24,"box":{"x":89,"y":89,"width":862,"height":13}},{"id":"9fda9758-d81e-4d77-bd48-3bea95f2497c","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":24,"box":{"x":88,"y":104,"width":798,"height":13}},{"id":"6e11c31b-5a90-4b3d-84c6-7a946c79f9b2","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":24,"box":{"x":89,"y":119,"width":815,"height":13}},{"id":"cf2d1c44-7fcd-4b2e-9fad-8e6239f28e18","block_type":"box","text":"submission of erroneous trades by a Fund or erroneous subscription or redemption orders; the inability of a Fund or its","page_number":24,"box":{"x":89,"y":135,"width":831,"height":12}},{"id":"25eefae3-4250-4cd8-9fef-fb105ab4d4d0","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":24,"box":{"x":89,"y":150,"width":874,"height":12}},{"id":"926ad168-4637-4b63-8210-1403aa40a298","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":24,"box":{"x":89,"y":165,"width":876,"height":12}},{"id":"828107fa-cdf8-4536-88ee-68f213025fdf","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":24,"box":{"x":89,"y":180,"width":857,"height":12}},{"id":"f9e6a69b-6154-478c-845a-dbf61020e0de","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":24,"box":{"x":89,"y":195,"width":864,"height":12}},{"id":"4f7f58b7-9014-4418-95cd-b0436a076fd3","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":24,"box":{"x":89,"y":210,"width":871,"height":13}},{"id":"6b504a9b-a225-41fd-b685-a300662b3efb","block_type":"box","text":"Fund or its service providers, as well as market events that occur at a pace that overloads these systems, may also disrupt","page_number":24,"box":{"x":89,"y":225,"width":850,"height":13}},{"id":"d4406165-b32f-4a50-a7c2-c0bedf1454d1","block_type":"box","text":"business operations or impact critical data. In addition, the risks of increased use of AI technologies, such as machine","page_number":24,"box":{"x":89,"y":240,"width":821,"height":13}},{"id":"5ee38a99-298c-4c8c-ba38-c6cec4ed9283","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":24,"box":{"x":89,"y":256,"width":863,"height":12}},{"id":"a679c944-eb78-4fde-84b4-68c9c37502ad","block_type":"box","text":"the collection and analysis of large amounts of data, may incorporate biased or inaccurate data, and it is not possible or","page_number":24,"box":{"x":88,"y":271,"width":838,"height":12}},{"id":"39bff501-1383-4174-aca8-223946020cd1","block_type":"box","text":"practicable to incorporate all relevant data into such technologies. The output or results of any such AI technologies may","page_number":24,"box":{"x":89,"y":286,"width":847,"height":12}},{"id":"06aa97e0-7fe5-40cd-aea0-709581088067","block_type":"box","text":"therefore be incomplete, erroneous, distorted or misleading. Further, AI tools may lack transparency as to how data is utilized","page_number":24,"box":{"x":88,"y":301,"width":875,"height":12}},{"id":"9aa56be9-68f8-4210-812d-111989dee38d","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":24,"box":{"x":89,"y":316,"width":798,"height":12}},{"id":"d2e6e85d-3869-4ab5-9eae-31b10f0352b3","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":24,"box":{"x":89,"y":331,"width":807,"height":12}},{"id":"69737a4e-7404-496e-b702-3a3d7dfbc601","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":24,"box":{"x":89,"y":346,"width":832,"height":13}},{"id":"bc7d79ac-2d5e-41ab-b4b6-0e25fe64ed69","block_type":"box","text":"frameworks within which they operate, continue to quickly evolve, and it is impossible to anticipate the full scope of future AI","page_number":24,"box":{"x":88,"y":361,"width":877,"height":13}},{"id":"6efd7bb3-d870-4fa7-8fed-3ad6144fdce5","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":24,"box":{"x":89,"y":376,"width":380,"height":13}},{"id":"b9e6de21-4060-40a6-b9dc-7ee981c4ff4d","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":24,"box":{"x":88,"y":403,"width":846,"height":12}},{"id":"7d58482f-a100-4b04-927b-f86cf8091050","block_type":"box","text":"management policies and procedures, their methods of risk management may differ from those of the Fund in the setting of","page_number":24,"box":{"x":89,"y":418,"width":872,"height":12}},{"id":"33d62d0e-da0b-4c8a-852d-16ef8b4bb303","block_type":"box","text":"priorities, the personnel and resources available or the effectiveness of relevant controls. Each Fund and its adviser seek to","page_number":24,"box":{"x":89,"y":433,"width":852,"height":13}},{"id":"31ef9dde-a69f-4e5d-9c4b-909e0e10a84b","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":24,"box":{"x":89,"y":448,"width":837,"height":13}},{"id":"8466ee32-e64e-4ead-bc4e-ec6b7196e231","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":24,"box":{"x":89,"y":463,"width":828,"height":13}},{"id":"5a67648a-bc47-43a6-807b-cb9781ab1f0d","block_type":"box","text":"certain risks that may affect a Fund have not been identified or may emerge in the future; that such plans and systems may","page_number":24,"box":{"x":89,"y":479,"width":861,"height":12}},{"id":"bed5d7da-9073-4f24-bb53-f9d7aeaf032a","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":24,"box":{"x":89,"y":494,"width":864,"height":12}},{"id":"8bb20ec2-ac4b-41e5-bd74-31726007374b","block_type":"box","text":"or of cybersecurity incidents; or that prevention and remediation efforts will not be successful or that incidents will go","page_number":24,"box":{"x":89,"y":509,"width":824,"height":12}},{"id":"ef8368b3-8d55-4c9e-a3e6-527731e515f6","block_type":"box","text":"undetected. A Fund cannot control the systems, information security or other cybersecurity of the issuers in which it invests","page_number":24,"box":{"x":89,"y":524,"width":868,"height":12}},{"id":"4bde8952-f779-416c-b3b2-ffc7bbaab472","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":24,"box":{"x":89,"y":539,"width":660,"height":12}},{"id":"e969f383-faf2-4f0a-8cf0-be8078646f1b","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":24,"box":{"x":89,"y":565,"width":858,"height":13}},{"id":"dcb1c0bc-160e-41da-8617-aca9773c0879","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":24,"box":{"x":89,"y":581,"width":852,"height":12}},{"id":"0ff36451-0f93-4317-96b9-21a15d00b961","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":24,"box":{"x":89,"y":596,"width":806,"height":12}},{"id":"56570878-cf11-418d-86f2-7bba55859767","block_type":"box","text":"implement required changes.","page_number":24,"box":{"x":89,"y":611,"width":204,"height":12}},{"id":"167a6db4-27f4-4801-9c0f-bbe1248738a9","block_type":"box","text":"Risk of Derivatives.","page_number":24,"box":{"x":89,"y":637,"width":135,"height":10}},{"id":"9df7bf12-4e79-4e2c-b9e1-ec31fe3c2050","block_type":"box","text":"A derivative is a financial contract, the value of which depends on, or is derived from, the value of an","page_number":24,"box":{"x":233,"y":637,"width":701,"height":13}},{"id":"23a86b52-1816-4e17-84d8-e773fafe6040","block_type":"box","text":"underlying asset, such as a security, a commodity (such as gold or silver), a currency or an index (a measure of value or rates,","page_number":24,"box":{"x":89,"y":652,"width":877,"height":13}},{"id":"609a0531-ad15-46e1-8c31-d86bb1011fc9","block_type":"box","text":"such as the S&P 500 or the prime lending rate). The Funds and the Underlying Fund may invest in stock index futures","page_number":24,"box":{"x":89,"y":668,"width":821,"height":12}},{"id":"7b556fc6-3c06-4755-8166-bcb387530379","block_type":"box","text":"contracts, securities options and other derivatives. Compared to securities, derivatives can be more sensitive to changes in","page_number":24,"box":{"x":89,"y":683,"width":855,"height":12}},{"id":"30ff605e-fdc1-48c6-87ec-ff41fb0cd8af","block_type":"box","text":"interest rates or to sudden fluctuations in market prices and thus a Fund’s or an Underlying Fund’s losses may be greater if it","page_number":24,"box":{"x":89,"y":698,"width":872,"height":12}},{"id":"feb8a93e-7977-40fa-8474-6e1c18d28651","block_type":"box","text":"invests in derivatives than if it invests only in conventional securities. Derivatives are also subject to counterparty risk, which","page_number":24,"box":{"x":89,"y":713,"width":864,"height":12}},{"id":"f426993c-2c01-4f4a-839e-0283c99c9484","block_type":"box","text":"is the risk that the other party in the transaction will not fulfill its contractual obligations. Derivatives generally involve the","page_number":24,"box":{"x":89,"y":728,"width":847,"height":12}},{"id":"a20dac20-6a81-49a1-8f03-13088403883e","block_type":"box","text":"incurrence of leverage.","page_number":24,"box":{"x":89,"y":743,"width":157,"height":12}},{"id":"4134a06a-7341-4eb1-981e-5b34bc75f54f","block_type":"box","text":"When a derivative is used as a hedge against a position that a Fund holds or is committed to purchase, any loss generated by","page_number":24,"box":{"x":88,"y":770,"width":875,"height":12}},{"id":"54400008-5d81-490b-ba3d-3353a538d8ea","block_type":"box","text":"the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging can","page_number":24,"box":{"x":88,"y":785,"width":867,"height":12}},{"id":"c607f2c9-1175-4598-93c7-c90de8f99e9c","block_type":"box","text":"reduce or eliminate losses, it can also reduce or eliminate gains, and in some cases, hedging can cause losses that are not","page_number":24,"box":{"x":89,"y":800,"width":851,"height":12}},{"id":"636cde40-a1e7-41ca-bd86-563dcffd53b5","block_type":"box","text":"offset by gains, and the Fund will recognize losses on both the investment and the hedge. Hedges are sometimes subject to","page_number":24,"box":{"x":89,"y":815,"width":862,"height":12}},{"id":"eb552b26-ca2b-47e4-8bb9-50dd0679a4b8","block_type":"box","text":"imperfect matching between the derivative and the underlying security, and there can be no assurance that a Fund’s hedging","page_number":24,"box":{"x":89,"y":830,"width":875,"height":12}},{"id":"c94403a5-fbca-4851-b474-b0caaed1e999","block_type":"box","text":"transactions, which entail additional transaction costs, will be effective.","page_number":24,"box":{"x":88,"y":845,"width":497,"height":11}},{"id":"a9e8ddd4-8721-4930-aa4c-7b5c7af59e99","block_type":"box","text":"10","page_number":24,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"efea1da4-6dbc-4d7b-86b0-ac09fec1906b","block_type":"box","text":"Risks of Equity Securities.","page_number":25,"box":{"x":89,"y":44,"width":183,"height":12}},{"id":"8b640cbf-012a-4104-a26d-fbe7acb5e572","block_type":"box","text":"An investment in a Fund should be made with an understanding that the value of the Underlying","page_number":25,"box":{"x":281,"y":44,"width":677,"height":12}},{"id":"10b75ade-030c-4baf-b4cb-c4a2c03d7aac","block_type":"box","text":"Fund’s portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of the portfolio","page_number":25,"box":{"x":89,"y":59,"width":866,"height":12}},{"id":"9e0ba8bd-9934-4233-a62e-041b8813d389","block_type":"box","text":"securities, the value of preferred or common stocks in general and other factors that affect the market. An investment in a","page_number":25,"box":{"x":89,"y":74,"width":853,"height":12}},{"id":"6c367fd3-1891-411e-851d-0ec3bc27c818","block_type":"box","text":"Fund should also be made with an understanding of the risks inherent in an investment in equity securities, including the risk","page_number":25,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"4ef95898-c07b-4d7f-b4ca-6336e2d39dfe","block_type":"box","text":"that the financial condition of issuers may become impaired or that the general condition of the stock market may","page_number":25,"box":{"x":88,"y":104,"width":801,"height":13}},{"id":"d5b920e2-5448-4989-b982-94c582886a33","block_type":"box","text":"deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of shares of the","page_number":25,"box":{"x":89,"y":119,"width":877,"height":13}},{"id":"05f1d635-bffc-4fb0-b961-65d0c4d699ca","block_type":"box","text":"Underlying Fund). Common stocks are susceptible to general stock market fluctuations and to volatile increases and","page_number":25,"box":{"x":89,"y":135,"width":814,"height":12}},{"id":"5192f803-b8a7-4456-a5a2-07850a052d7c","block_type":"box","text":"decreases in value as market confidence and perceptions of their issuers change. These investor perceptions are based on","page_number":25,"box":{"x":89,"y":150,"width":852,"height":12}},{"id":"f74d806b-a0da-4c4e-87a4-ed4bfe023eba","block_type":"box","text":"various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies,","page_number":25,"box":{"x":88,"y":165,"width":847,"height":12}},{"id":"813c17f8-4f38-498e-8a37-73c73867cf80","block_type":"box","text":"inflation and interest rates, economic expansion or contraction and global or regional political, economic or banking crises.","page_number":25,"box":{"x":89,"y":180,"width":860,"height":12}},{"id":"bd877b61-14cb-4b5e-a058-07d5dbbaa8db","block_type":"box","text":"Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common","page_number":25,"box":{"x":89,"y":195,"width":804,"height":12}},{"id":"2b7e0352-c49e-4afd-8b00-d5b44da4055e","block_type":"box","text":"stockholders generally have rights to receive payments from the issuer inferior to the rights of creditors or holders of debt","page_number":25,"box":{"x":89,"y":210,"width":851,"height":13}},{"id":"d80d619b-d354-47a2-9483-fe82e8896e88","block_type":"box","text":"obligations or preferred stocks. Further, unlike debt securities which typically have a stated principal amount payable at","page_number":25,"box":{"x":89,"y":225,"width":833,"height":13}},{"id":"1a7517c6-be55-4084-be22-11817d72af1a","block_type":"box","text":"maturity (whose value, however, is subject to market fluctuations prior to maturity), or preferred stocks, which typically have","page_number":25,"box":{"x":89,"y":240,"width":872,"height":13}},{"id":"df9478dd-a5a4-45ce-bdc8-15c4d283782d","block_type":"box","text":"a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have","page_number":25,"box":{"x":89,"y":256,"width":842,"height":12}},{"id":"3b75bdac-1555-4160-ae63-d162712fc3a0","block_type":"box","text":"neither a fixed principal amount nor a maturity.","page_number":25,"box":{"x":89,"y":271,"width":329,"height":12}},{"id":"e6dec144-f5e8-429a-8ece-3d015349bb5f","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":25,"box":{"x":89,"y":297,"width":381,"height":12}},{"id":"b409500c-5818-4729-bdca-dbe92f4af0ed","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":25,"box":{"x":479,"y":297,"width":434,"height":12}},{"id":"7835fd81-b844-408e-8e54-282a72522c7a","block_type":"box","text":"contracts and options on futures contracts. A position in futures contracts and options on futures contracts may be closed","page_number":25,"box":{"x":89,"y":312,"width":858,"height":13}},{"id":"106c604c-fe41-4f3b-adbb-e873945601b9","block_type":"box","text":"only on the exchange on which the contract was made (or a linked exchange). While each Fund plans to utilize futures","page_number":25,"box":{"x":89,"y":327,"width":829,"height":13}},{"id":"b2f73c62-c9c9-42ec-bc44-a8ca93c0ff76","block_type":"box","text":"contracts only if an active market exists for such contracts, there is no guarantee that a liquid market will exist for the","page_number":25,"box":{"x":89,"y":342,"width":820,"height":13}},{"id":"ada7a0e1-2408-475b-aaf7-d52d11602084","block_type":"box","text":"contract at a specified time. Futures contracts, by definition, project price levels in the future and not current levels of","page_number":25,"box":{"x":89,"y":358,"width":820,"height":12}},{"id":"2bcf113d-be4d-4a3a-b582-4fce12bbbf5a","block_type":"box","text":"valuation; therefore, market circumstances may result in a discrepancy between the price of the future and the movement in","page_number":25,"box":{"x":88,"y":373,"width":870,"height":12}},{"id":"92233af4-34d2-46ba-9be9-b063a3ced3f0","block_type":"box","text":"a Fund’s underlying instrument. In the event of adverse price movements, a Fund would continue to be required to make","page_number":25,"box":{"x":89,"y":388,"width":845,"height":12}},{"id":"ee87b259-6437-4acc-ad20-e7fb9e006ddd","block_type":"box","text":"daily cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell","page_number":25,"box":{"x":89,"y":403,"width":843,"height":12}},{"id":"4917ab7b-a68d-4992-9aae-1d8b700931ce","block_type":"box","text":"portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund","page_number":25,"box":{"x":89,"y":418,"width":877,"height":12}},{"id":"b5052e22-316d-487f-b195-bc2622e2a02f","block_type":"box","text":"may be required to deliver the instruments underlying the futures contracts it has sold.","page_number":25,"box":{"x":89,"y":433,"width":606,"height":13}},{"id":"71193eb9-1381-4032-9f9f-7207a8dadc66","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (","page_number":25,"box":{"x":88,"y":460,"width":623,"height":12}},{"id":"bf127ff9-5715-4202-a97f-e47281b2c4da","block_type":"box","text":"e.g.","page_number":25,"box":{"x":713,"y":463,"width":22,"height":9}},{"id":"49d57afd-6448-42a9-8f06-76b4ad5f77f7","block_type":"box","text":", selling uncovered stock index","page_number":25,"box":{"x":738,"y":460,"width":214,"height":12}},{"id":"34fcc828-10c7-4f5f-8d47-45d0bc200dc0","block_type":"box","text":"futures contracts) is potentially unlimited. The Funds do not plan to use futures and options contracts in this way. The risk of","page_number":25,"box":{"x":88,"y":475,"width":876,"height":12}},{"id":"d8d45b89-4e06-47eb-be95-fe25f1e981d7","block_type":"box","text":"a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a","page_number":25,"box":{"x":89,"y":490,"width":832,"height":12}},{"id":"cd575255-13ab-40f8-b75b-3be7d35e7c56","block_type":"box","text":"relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor","page_number":25,"box":{"x":89,"y":505,"width":842,"height":12}},{"id":"692125c2-5794-460a-82d8-95d75e13ae9c","block_type":"box","text":"relative to the size of a required margin deposit. The Funds, however, intend to utilize futures and options contracts in a","page_number":25,"box":{"x":89,"y":520,"width":832,"height":12}},{"id":"7ef4db36-faf0-49d8-9cba-203133f10a6a","block_type":"box","text":"manner designed to limit their risk exposure to levels comparable to a direct investment in the types of stocks in which they","page_number":25,"box":{"x":89,"y":535,"width":866,"height":13}},{"id":"b3f07af5-f578-450f-a4c8-c5b7b7332005","block_type":"box","text":"invest.","page_number":25,"box":{"x":89,"y":551,"width":43,"height":9}},{"id":"7b692d03-7b34-4bfa-a177-45a1cbf8fa82","block_type":"box","text":"Utilization of futures and options on futures by a Fund involves the risk of loss of margin deposits in the event of bankruptcy","page_number":25,"box":{"x":89,"y":577,"width":867,"height":12}},{"id":"4221bce3-2c86-4b8a-af5f-ee87a22bfed1","block_type":"box","text":"of a broker with whom a Fund has an open position in the futures contract or option. The purchase of put or call options will","page_number":25,"box":{"x":89,"y":592,"width":871,"height":12}},{"id":"9c2e7ab2-a6c6-4693-aeab-31fb26f139d2","block_type":"box","text":"be based upon predictions by BFA as to anticipated trends, which predictions could prove to be incorrect.","page_number":25,"box":{"x":89,"y":607,"width":735,"height":12}},{"id":"b8174e27-0313-4961-90f6-f436dafeba90","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":25,"box":{"x":89,"y":633,"width":809,"height":13}},{"id":"1a8a0e9a-d9c3-45a7-9680-d9820d6d1351","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":25,"box":{"x":89,"y":649,"width":845,"height":12}},{"id":"7349f30f-4bfe-4446-9ade-29f8f933cd78","block_type":"box","text":"futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily","page_number":25,"box":{"x":88,"y":664,"width":864,"height":12}},{"id":"574994b7-c39b-4b2f-88ad-80af5b84b1f2","block_type":"box","text":"limit establishes the maximum amount by which the price of a futures contract may vary either up or down from the","page_number":25,"box":{"x":89,"y":679,"width":816,"height":12}},{"id":"0fb8fe07-8d0f-4acc-9570-88331d32ee37","block_type":"box","text":"previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of","page_number":25,"box":{"x":89,"y":694,"width":859,"height":12}},{"id":"14365c30-04d7-4c48-9d6a-1de06e85ddc0","block_type":"box","text":"contract, no trades may be made on that day at a price beyond that limit. It is possible that futures contract prices could","page_number":25,"box":{"x":89,"y":709,"width":839,"height":12}},{"id":"938aed07-15db-4154-9fbb-60158ccd1a10","block_type":"box","text":"move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of","page_number":25,"box":{"x":89,"y":724,"width":869,"height":13}},{"id":"4d6a1efc-e9dc-4c8a-9a2b-bd12af194087","block_type":"box","text":"futures positions and subjecting each Fund to substantial losses. In the event of adverse price movements, each Fund would","page_number":25,"box":{"x":88,"y":739,"width":871,"height":13}},{"id":"210650cd-a33f-46e2-ba47-8ea8d492543d","block_type":"box","text":"be required to make daily cash payments of variation margin.","page_number":25,"box":{"x":89,"y":754,"width":427,"height":13}},{"id":"bfbaca4f-7bff-440f-86f8-eed75dfdc104","block_type":"box","text":"Tracking Error Risk.","page_number":25,"box":{"x":88,"y":781,"width":141,"height":12}},{"id":"00069997-bc66-4f54-ad0f-de6626743430","block_type":"box","text":"The Underlying Fund may be subject to tracking error, which is the divergence of a fund’s performance","page_number":25,"box":{"x":238,"y":781,"width":720,"height":12}},{"id":"e6b9471a-10ed-445c-9077-a2db6127b877","block_type":"box","text":"from that of its underlying index. Tracking error may occur because of differences between the securities and other","page_number":25,"box":{"x":88,"y":796,"width":807,"height":12}},{"id":"976e461c-9530-4fa1-946f-7ceb1bc4585c","block_type":"box","text":"instruments held in a fund’s portfolio and those included in the Underlying Fund’s underlying index, pricing differences,","page_number":25,"box":{"x":89,"y":811,"width":835,"height":12}},{"id":"49cae57e-a3d9-4b1c-a120-c7aa685c78b8","block_type":"box","text":"transaction costs incurred by the Underlying Fund, Underlying Fund’s holding of uninvested cash, differences in timing of the","page_number":25,"box":{"x":88,"y":826,"width":875,"height":13}},{"id":"5bca3d6b-eb0c-4f43-8650-2fbbeab48753","block_type":"box","text":"accrual of or the valuation of dividends or interest received by the Underlying Fund or distributions paid to the Underlying","page_number":25,"box":{"x":89,"y":841,"width":849,"height":13}},{"id":"2f079e5c-915d-4b0d-8663-34a24773158d","block_type":"box","text":"Fund’s shareholders, the requirements to maintain pass-through tax treatment, portfolio transactions carried out to minimize","page_number":25,"box":{"x":89,"y":856,"width":877,"height":13}},{"id":"3846fc98-03e0-4bac-a73e-c7e9f60cb4b4","block_type":"box","text":"11","page_number":25,"box":{"x":522,"y":894,"width":11,"height":9}},{"id":"3887b67a-dbf6-46dc-9a4c-74b5aebd3c6f","block_type":"box","text":"the distribution of capital gains to shareholders, acceptance of custom baskets, changes to the Underlying Fund’s underlying","page_number":26,"box":{"x":88,"y":44,"width":875,"height":12}},{"id":"0f4d3e22-2468-4720-b80e-d6668bafecb5","block_type":"box","text":"index or the costs to the Underlying Fund of complying with various new or existing regulatory requirements. This risk may","page_number":26,"box":{"x":89,"y":59,"width":862,"height":12}},{"id":"b303048b-0e66-4df8-ab6b-0529164aba30","block_type":"box","text":"be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result","page_number":26,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"1c389529-e4b4-43a1-bb74-ba4716640043","block_type":"box","text":"because a fund incurs fees and expenses, while such a fund’s underlying index does not. When an issuer is introduced by an","page_number":26,"box":{"x":89,"y":89,"width":869,"height":13}},{"id":"e559a085-94b9-456a-ab7a-6fc6be1ec81b","block_type":"box","text":"index provider into an index tracked by the Underlying Fund, BFA may conduct an analysis on such issuer’s securities to","page_number":26,"box":{"x":89,"y":104,"width":836,"height":13}},{"id":"c7022073-cb9c-40cb-bf5f-cc954d56e624","block_type":"box","text":"identify and screen for outlier high risk behavior (such as rapid or unusual price growth that does not appear to be supported","page_number":26,"box":{"x":89,"y":119,"width":876,"height":13}},{"id":"41d63b2b-2578-4e46-8d47-830ccaa03bc8","block_type":"box","text":"by publicly available information on the business and assets of the issuer, unusual or significant short interest or lending","page_number":26,"box":{"x":89,"y":135,"width":839,"height":12}},{"id":"38dffa35-0aaf-4520-94fd-0b13cea2ac9a","block_type":"box","text":"activity, negative sentiment, suspended trading or incorrect free-float calculations, which could be indicators of possible","page_number":26,"box":{"x":89,"y":150,"width":840,"height":12}},{"id":"996fd711-0290-4159-ae80-36d6fbc29329","block_type":"box","text":"irregularities, miscalculations or even fraud).","page_number":26,"box":{"x":89,"y":165,"width":310,"height":12}},{"id":"924c2a6e-7e25-4ce2-bd4a-3ac69cf57236","block_type":"box","text":"If it identifies such behavior, BFA may, where appropriate, alert the index provider as to the alleged issue. The index provider","page_number":26,"box":{"x":89,"y":191,"width":864,"height":13}},{"id":"b40bd33d-a939-4a60-b3b6-bce3a30f9966","block_type":"box","text":"has sole discretion for the determination as to whether to continue to include the issuer’s securities in the re-balancing of its","page_number":26,"box":{"x":89,"y":206,"width":871,"height":13}},{"id":"4ea811aa-b05c-4f59-9a20-f98686656fda","block_type":"box","text":"index. If the securities continue to be included in the index, BFA may underweight or exclude such securities from the","page_number":26,"box":{"x":89,"y":222,"width":821,"height":12}},{"id":"6238e662-40ee-4e66-9cad-2b3aae6f8056","block_type":"box","text":"Underlying Fund’s portfolio and, if it does so, such a fund will be subject to increased tracking error due to the divergence in","page_number":26,"box":{"x":89,"y":237,"width":865,"height":12}},{"id":"ad411896-b573-4169-8118-ae1aa93a8526","block_type":"box","text":"the securities included in its portfolio from its underlying index. The application of the above-mentioned analysis and","page_number":26,"box":{"x":88,"y":252,"width":819,"height":12}},{"id":"a6e96a93-2d6f-485b-bac6-2d393f303a7c","block_type":"box","text":"screening to the Underlying Fund and its underlying index is in the sole discretion of BFA and its affiliates (without any","page_number":26,"box":{"x":89,"y":267,"width":827,"height":12}},{"id":"9751786f-631e-4c31-9da4-2674af2107ab","block_type":"box","text":"guarantees). The analysis and screening may not exclude any or all high risk securities from the Underlying Fund’s portfolio,","page_number":26,"box":{"x":89,"y":282,"width":867,"height":12}},{"id":"87676150-7cf5-4e8d-9783-0aa8cdfdee52","block_type":"box","text":"and the inclusion of such securities will result in an adverse impact to such a Fund’s net asset value if one or more such","page_number":26,"box":{"x":89,"y":297,"width":834,"height":12}},{"id":"5fc8a8db-7753-4f2e-8cd3-ff687d803ad7","block_type":"box","text":"securities declines in value.","page_number":26,"box":{"x":89,"y":312,"width":188,"height":10}},{"id":"cb46e6e9-e370-4408-a48d-2a41835b2225","block_type":"box","text":"Risk of Investing in the U.S.","page_number":26,"box":{"x":89,"y":339,"width":194,"height":12}},{"id":"c8a80a08-dbc1-4718-b71c-fd28c5b9bf44","block_type":"box","text":"A decrease in imports or exports, changes in trade regulations, inflation and/or an economic","page_number":26,"box":{"x":292,"y":339,"width":650,"height":12}},{"id":"a271fa89-ac0d-4fab-b20f-69b63edb85da","block_type":"box","text":"recession in the U.S. may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges.","page_number":26,"box":{"x":89,"y":354,"width":841,"height":12}},{"id":"bd368f6b-d9ee-41b4-a7cf-b02d4d219c03","block_type":"box","text":"Proposed and adopted policy and legislative changes in the U.S. are changing many aspects of financial, commercial, public","page_number":26,"box":{"x":89,"y":369,"width":865,"height":12}},{"id":"84cc86ee-713c-46d6-b977-95a6d8270a7c","block_type":"box","text":"health, environmental, and other regulation and may have a significant effect on U.S. markets generally, as well as on the","page_number":26,"box":{"x":89,"y":384,"width":842,"height":12}},{"id":"98ded76c-81c2-4a7d-a33f-fd0d82e6aee1","block_type":"box","text":"value of certain securities. Governmental agencies project that the U.S. will continue to maintain elevated public debt levels","page_number":26,"box":{"x":88,"y":399,"width":861,"height":13}},{"id":"1f130f4b-7f31-40e9-85e5-7ebec9be9231","block_type":"box","text":"for the foreseeable future. Although elevated debt levels do not necessarily indicate or cause economic problems, elevated","page_number":26,"box":{"x":88,"y":414,"width":857,"height":13}},{"id":"d812901c-89e4-4ba0-91ed-58fcda231d9c","block_type":"box","text":"public debt service costs may constrain future economic growth. Circumstances could arise that could prevent the timely","page_number":26,"box":{"x":89,"y":429,"width":850,"height":13}},{"id":"c86589ef-78c4-45ae-b7ad-aac30ff085c3","block_type":"box","text":"payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment","page_number":26,"box":{"x":89,"y":445,"width":865,"height":12}},{"id":"cf556015-87e3-4754-8b98-b21b9b42f477","block_type":"box","text":"would result in substantial negative consequences for the U.S. economy and the global financial system.","page_number":26,"box":{"x":88,"y":460,"width":729,"height":12}},{"id":"85169a49-7c63-40e7-937b-23c1c25bd164","block_type":"box","text":"If U.S. relations with certain countries deteriorate, it could adversely affect U.S. issuers as well as non-U.S. issuers that rely on","page_number":26,"box":{"x":89,"y":486,"width":871,"height":12}},{"id":"c9c39921-a86c-4b42-b788-9b99d010bb7a","block_type":"box","text":"the U.S. for trade. The U.S. has also experienced increased internal unrest and discord. If these trends were to continue, it","page_number":26,"box":{"x":88,"y":501,"width":846,"height":13}},{"id":"207db855-4884-425f-8ed4-b686b737e898","block_type":"box","text":"may have an adverse impact on the U.S. economy and the issuers in which a Fund or an Underlying Fund invests.","page_number":26,"box":{"x":89,"y":516,"width":790,"height":13}},{"id":"2a342101-5d8f-485e-a8fc-b307d4311bad","block_type":"box","text":"Risk of Investing in the Consumer Discretionary Sector.","page_number":26,"box":{"x":89,"y":543,"width":397,"height":12}},{"id":"7ff0b574-456f-432a-b291-3871bfbadc02","block_type":"box","text":"Companies engaged in the design, production or distribution of","page_number":26,"box":{"x":495,"y":543,"width":446,"height":12}},{"id":"8fbe2f57-8d08-4446-b1b8-af34d2408a8f","block_type":"box","text":"products or services for the consumer discretionary sector (including, without limitation, television and radio broadcasting,","page_number":26,"box":{"x":89,"y":558,"width":861,"height":12}},{"id":"f21d1291-8ace-42ee-808a-12a94f869bdc","block_type":"box","text":"manufacturing, publishing, recording and musical instruments, motion pictures, photography, amusement and theme parks,","page_number":26,"box":{"x":89,"y":573,"width":872,"height":12}},{"id":"f2a66a24-fcef-4fff-81ff-c45593f1fbba","block_type":"box","text":"gaming casinos, sporting goods and sports arenas, camping and recreational equipment, toys and games, apparel, travel","page_number":26,"box":{"x":89,"y":588,"width":850,"height":12}},{"id":"e845352a-1a15-433f-a8ee-5901818a5a43","block_type":"box","text":"related services, automobiles, hotels and motels, and fast food and other restaurants) are subject to the risk that their","page_number":26,"box":{"x":89,"y":603,"width":822,"height":13}},{"id":"0d5a6bf7-cf38-4807-88d7-92e4f133e2ca","block_type":"box","text":"products or services may become obsolete quickly. The success of these companies can depend heavily on disposable","page_number":26,"box":{"x":89,"y":618,"width":827,"height":13}},{"id":"ed607aa4-d240-46fa-a277-6e2ae13d7b2f","block_type":"box","text":"household income and consumer spending. During periods of an expanding economy, the consumer discretionary sector","page_number":26,"box":{"x":89,"y":633,"width":850,"height":13}},{"id":"ed097633-b170-4949-b8f8-ed2383cba11a","block_type":"box","text":"may outperform the consumer staples sector, but may underperform when economic conditions worsen. Moreover, the","page_number":26,"box":{"x":89,"y":649,"width":838,"height":12}},{"id":"2b1f01f6-211f-4a75-a249-07094c453833","block_type":"box","text":"consumer discretionary sector can be significantly affected by several factors, including, without limitation, the performance","page_number":26,"box":{"x":89,"y":664,"width":870,"height":12}},{"id":"61ebf856-04a3-4281-9120-50cfef1f7f0f","block_type":"box","text":"of domestic and international economies, exchange rates, changing consumer preferences, demographics, marketing","page_number":26,"box":{"x":89,"y":679,"width":823,"height":12}},{"id":"beed539b-1b23-49d1-ace0-283fe273d6db","block_type":"box","text":"campaigns, cyclical revenue generation, consumer confidence, commodity price volatility, labor relations, interest rates,","page_number":26,"box":{"x":89,"y":694,"width":834,"height":12}},{"id":"a43d6025-bb7b-4c9a-878a-f8d316110a6b","block_type":"box","text":"import and export controls, intense competition, technological developments and government regulation.","page_number":26,"box":{"x":89,"y":709,"width":741,"height":12}},{"id":"b52908b8-a28e-4b12-9937-6307fb93c13e","block_type":"box","text":"Risk of Investing in the Consumer Staples Sector.","page_number":26,"box":{"x":89,"y":736,"width":352,"height":12}},{"id":"17d4d6a2-f24d-4cba-9b38-c92fa5345bfb","block_type":"box","text":"Companies in the consumer staples sector may be adversely affected by","page_number":26,"box":{"x":450,"y":736,"width":504,"height":12}},{"id":"5d3cc70f-865d-4c3f-bce1-534697f803e5","block_type":"box","text":"changes in the global economy, consumer spending, competition, demographics and consumer preferences, and production","page_number":26,"box":{"x":89,"y":751,"width":873,"height":12}},{"id":"0636500b-d068-4107-8990-1d99baec3266","block_type":"box","text":"spending. Companies in the consumer staples sector may also be affected by changes in global economic, environmental","page_number":26,"box":{"x":89,"y":766,"width":848,"height":12}},{"id":"d0adf748-d877-4f65-9508-64327ec2e9ac","block_type":"box","text":"and political events, economic conditions, the depletion of resources, and government regulation. For instance, government","page_number":26,"box":{"x":89,"y":781,"width":867,"height":12}},{"id":"5a0faa61-d73f-475a-9f31-fe87c8e72299","block_type":"box","text":"regulations may affect the permissibility of using various food additives and production methods of companies that make","page_number":26,"box":{"x":89,"y":796,"width":850,"height":12}},{"id":"e8040091-22b3-4183-98ce-4e8fa6644e04","block_type":"box","text":"food products, which could affect company profitability. In addition, tobacco companies may be adversely affected by the","page_number":26,"box":{"x":88,"y":811,"width":849,"height":12}},{"id":"1a491f67-ef8f-4024-8dc1-6c05be2bac99","block_type":"box","text":"adoption of proposed legislation and/or by litigation. Companies in the consumer staples sector also may be subject to risks","page_number":26,"box":{"x":89,"y":826,"width":869,"height":13}},{"id":"db813daa-76a1-4384-8a31-18df6b676723","block_type":"box","text":"pertaining to the supply of, demand for and prices of raw materials. The prices of raw materials fluctuate in response to a","page_number":26,"box":{"x":89,"y":841,"width":847,"height":13}},{"id":"2dd17a89-df40-4734-8b2d-6046e8398165","block_type":"box","text":"12","page_number":26,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"1e2a7af0-545f-4ca0-8831-df9f289a0369","block_type":"box","text":"number of factors, including, without limitation, changes in government agricultural support programs, exchange rates,","page_number":27,"box":{"x":89,"y":44,"width":838,"height":12}},{"id":"693c39f2-82f7-4f23-8546-3d0bb2369bed","block_type":"box","text":"import and export controls, changes in international agricultural and trading policies, and seasonal and weather conditions.","page_number":27,"box":{"x":89,"y":59,"width":864,"height":12}},{"id":"85b6dc39-4dd9-4126-8f34-d97354faab85","block_type":"box","text":"Companies in the consumer staples sector may be subject to severe competition, which may also have an adverse impact on","page_number":27,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"722b322c-7de3-4ace-a40e-d20bc860c99d","block_type":"box","text":"their profitability.","page_number":27,"box":{"x":88,"y":89,"width":118,"height":13}},{"id":"0e8d72ad-049e-4081-ae76-5b338a5a0c16","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":27,"box":{"x":89,"y":116,"width":270,"height":12}},{"id":"327e6fa7-9d94-48c1-af43-c0b3e1fb69b8","block_type":"box","text":"Companies in the energy sector are strongly affected by the changes in and volatility","page_number":27,"box":{"x":369,"y":116,"width":590,"height":12}},{"id":"89a5f232-13be-40cb-a82c-eae09267e16a","block_type":"box","text":"of global energy prices, energy supply and demand, government regulations and policies, energy production and","page_number":27,"box":{"x":89,"y":131,"width":788,"height":12}},{"id":"9bbbf821-35f3-41d0-be18-f971361a9748","block_type":"box","text":"conservation efforts, technological change, development of alternative energy sources, and other factors that they cannot","page_number":27,"box":{"x":89,"y":146,"width":853,"height":12}},{"id":"e5536330-b03f-404b-82a1-ffd2640e97a4","block_type":"box","text":"control. Energy companies may have relatively high levels of debt and may be more likely to restructure their businesses if","page_number":27,"box":{"x":89,"y":161,"width":852,"height":12}},{"id":"ee7209d9-46ce-459b-9a81-0bb3f2df66c9","block_type":"box","text":"there are downturns in energy markets or in the global economy. If an energy company in an Underlying Fund’s portfolio","page_number":27,"box":{"x":88,"y":176,"width":844,"height":13}},{"id":"55bf98c1-5af7-4333-8ee7-539f97f922d2","block_type":"box","text":"becomes distressed, an Underlying Fund could lose all or a substantial portion of its investment. The energy sector is cyclical","page_number":27,"box":{"x":89,"y":191,"width":871,"height":13}},{"id":"63b140ac-b993-439b-8c03-e1c929fc3a32","block_type":"box","text":"and is highly dependent on commodity prices. Prices and supplies of energy may fluctuate significantly over short and long","page_number":27,"box":{"x":89,"y":206,"width":862,"height":13}},{"id":"1dab0855-2295-4c47-b048-532a0f2425ef","block_type":"box","text":"periods of time due to, among other things, national and international political changes, Organization of Petroleum Exporting","page_number":27,"box":{"x":89,"y":222,"width":876,"height":12}},{"id":"9beaab57-8441-4d1f-b10a-4b8bad10bb67","block_type":"box","text":"Countries (“OPEC”) policies, changes in relationships among OPEC members and between OPEC and oil-importing nations,","page_number":27,"box":{"x":89,"y":237,"width":865,"height":12}},{"id":"eefc926e-a72a-4695-8001-864d302c4d4b","block_type":"box","text":"the regulatory environment, taxation policies, the enactment or cessation of trade sanctions, war or other geopolitical","page_number":27,"box":{"x":88,"y":252,"width":824,"height":12}},{"id":"50d462f5-a729-47c4-bf1e-c52581cc9570","block_type":"box","text":"conflicts, and the economies of key energy-consuming countries. Companies in the energy sector may be adversely affected","page_number":27,"box":{"x":89,"y":267,"width":870,"height":12}},{"id":"9ebe66d3-cbaf-405e-bdf7-34ecfaa1202b","block_type":"box","text":"by terrorism, cyber incidents, natural disasters or other catastrophes. Companies in the energy sector are at risk of liability","page_number":27,"box":{"x":89,"y":282,"width":853,"height":12}},{"id":"e7220b6b-c1e1-4b00-bc06-1ff1a7f3247a","block_type":"box","text":"from accidents resulting in injury, loss of life or property, pollution or other environmental damage claims. Significant oil and","page_number":27,"box":{"x":88,"y":297,"width":869,"height":12}},{"id":"4acbcb0b-9631-465a-9290-f650b7a98e93","block_type":"box","text":"gas deposits are located in emerging markets countries where corruption and security may raise significant risks, in addition","page_number":27,"box":{"x":89,"y":312,"width":869,"height":13}},{"id":"8ad1e4a6-b663-4826-a7bf-4e35d0ad4c77","block_type":"box","text":"to the other risks of investing in emerging markets. Additionally, the Middle East, where many companies in the energy sector","page_number":27,"box":{"x":88,"y":327,"width":879,"height":13}},{"id":"0176117b-2b21-47a1-8127-77bc758d0bc8","block_type":"box","text":"may operate, has experienced conflict and unrest. Companies in the energy sector may also be adversely affected by changes","page_number":27,"box":{"x":89,"y":342,"width":876,"height":13}},{"id":"419b335d-3b36-42e7-bb84-62bca6699d67","block_type":"box","text":"in exchange rates, interest rates, economic conditions, tax treatment, government regulation and intervention, negative","page_number":27,"box":{"x":89,"y":358,"width":836,"height":12}},{"id":"fa44dc6b-5083-4b85-95e6-a1a4788df9b9","block_type":"box","text":"perception, efforts at energy conservation and world events in the regions in which the companies operate (","page_number":27,"box":{"x":89,"y":373,"width":755,"height":12}},{"id":"d83098ee-e01d-4d65-aaa5-acd5ba08709c","block_type":"box","text":"e.g","page_number":27,"box":{"x":845,"y":376,"width":20,"height":9}},{"id":"cc3d3837-2804-409f-b138-c2e4c4de6806","block_type":"box","text":".,","page_number":27,"box":{"x":866,"y":381,"width":6,"height":3}},{"id":"bbafc5f1-d069-4e29-b500-ea96bfe2505a","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":27,"box":{"x":89,"y":388,"width":849,"height":12}},{"id":"c1e43419-a6d1-4c85-83b8-f60a756053fc","block_type":"box","text":"and repatriation of capital, military coups, social unrest, violence or labor unrest). Because a significant portion of revenues of","page_number":27,"box":{"x":89,"y":403,"width":879,"height":12}},{"id":"46458f49-3aaa-4cb9-bb9c-cfd17329b0b9","block_type":"box","text":"companies in this sector is derived from a relatively small number of customers that are largely composed of governmental","page_number":27,"box":{"x":89,"y":418,"width":860,"height":12}},{"id":"dbe7e604-8b2f-467c-aa98-f4d57cb425e5","block_type":"box","text":"entities and utilities, governmental budget constraints may have a significant impact on companies in this sector. The energy","page_number":27,"box":{"x":89,"y":433,"width":873,"height":13}},{"id":"46d86ba0-9608-4bb1-81dd-24f2908f9eb2","block_type":"box","text":"sector is highly regulated. Entities operating in the energy sector are subject to significant regulation of nearly every aspect of","page_number":27,"box":{"x":89,"y":448,"width":878,"height":13}},{"id":"84d9be72-1d8c-4802-8b3a-7c1c061c20d5","block_type":"box","text":"their operations by governmental agencies. Such regulation can change rapidly or over time in both scope and intensity.","page_number":27,"box":{"x":88,"y":463,"width":839,"height":13}},{"id":"cef80ec8-cb47-4b2d-86c1-459bc89eaced","block_type":"box","text":"Stricter laws, regulations or enforcement policies could be enacted, which would likely increase compliance costs and may","page_number":27,"box":{"x":88,"y":479,"width":858,"height":12}},{"id":"f927693d-7788-4951-bd04-8486647b177a","block_type":"box","text":"materially adversely affect the financial performance of companies in the energy sector.","page_number":27,"box":{"x":89,"y":494,"width":611,"height":12}},{"id":"a64e59a9-8c34-4c4e-b5ad-eeeebd42a12c","block_type":"box","text":"The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on","page_number":27,"box":{"x":88,"y":520,"width":831,"height":12}},{"id":"72864835-06d2-4624-af38-ef53ade7faa6","block_type":"box","text":"February 24, 2022 led to further disruptions and increased volatility in the energy and commodity futures markets due to","page_number":27,"box":{"x":89,"y":535,"width":843,"height":13}},{"id":"757931b4-f102-4060-bca5-7a786b6079d7","block_type":"box","text":"actual and potential disruptions in the supply and demand for certain commodities, including oil and natural gas. The U.S.","page_number":27,"box":{"x":89,"y":550,"width":853,"height":13}},{"id":"d6cfc82b-1975-4acc-81d9-0de352848c94","block_type":"box","text":"and other actors have enacted various sanctions and restrictions on business dealings with Russia, which include restrictions","page_number":27,"box":{"x":89,"y":565,"width":875,"height":13}},{"id":"c8e77891-44a2-4ddf-a996-8ae79c743529","block_type":"box","text":"on imports of oil, natural gas and coal. The effect of the current sanctions and restrictions, as well as the extent and duration","page_number":27,"box":{"x":89,"y":581,"width":871,"height":12}},{"id":"33a92a75-80ed-454f-8b78-b1d9914b5440","block_type":"box","text":"of the Russian military action, additional sanctions and associated market disruptions on the energy sector, are impossible to","page_number":27,"box":{"x":89,"y":596,"width":873,"height":12}},{"id":"202eeafa-9f1c-4cd9-b507-9815908c9468","block_type":"box","text":"predict and depend on a number of factors. The effect of these events or any related developments could be significant and","page_number":27,"box":{"x":89,"y":611,"width":864,"height":12}},{"id":"3c4f1d5f-177d-4e83-a2a2-d8c7c5f8dac5","block_type":"box","text":"may have a severe adverse effect on the performance of the Underlying Fund.","page_number":27,"box":{"x":89,"y":626,"width":541,"height":12}},{"id":"098a6cf1-c470-43c3-9aff-49e79a10a58d","block_type":"box","text":"Risk of Investing in the Financials Sector.","page_number":27,"box":{"x":89,"y":652,"width":292,"height":13}},{"id":"b390705b-6afb-4e89-8db3-057c374c2996","block_type":"box","text":"Companies in the financials sector include small, regional and money center","page_number":27,"box":{"x":391,"y":652,"width":533,"height":13}},{"id":"badd8086-3b9b-469d-946a-e5e02b74deca","block_type":"box","text":"banks, securities brokerage firms, asset management companies, savings banks and thrift institutions, specialty finance","page_number":27,"box":{"x":89,"y":668,"width":836,"height":12}},{"id":"91344064-fd5b-4f16-9fc6-e4b8175785a4","block_type":"box","text":"companies (","page_number":27,"box":{"x":89,"y":683,"width":85,"height":12}},{"id":"a714087c-e614-4000-acf2-ee410a969906","block_type":"box","text":"e.g.","page_number":27,"box":{"x":175,"y":686,"width":23,"height":9}},{"id":"0439a730-9598-455e-9fdb-65bd166a5fa1","block_type":"box","text":", credit card, mortgage providers), insurance and insurance brokerage firms, consumer finance firms,","page_number":27,"box":{"x":200,"y":683,"width":706,"height":12}},{"id":"ea476ac0-74ef-4648-a1b7-d3f722196513","block_type":"box","text":"financial conglomerates and foreign banking and financial companies.","page_number":27,"box":{"x":88,"y":698,"width":491,"height":12}},{"id":"8a6aed37-b4df-475d-87ee-d869b6025726","block_type":"box","text":"Most financial companies are subject to extensive governmental regulation, which limits their activities and may affect their","page_number":27,"box":{"x":89,"y":724,"width":865,"height":13}},{"id":"3dd2d7bc-f20e-4d3f-9a33-e01eef4d8d79","block_type":"box","text":"ability to earn a profit from a given line of business. Government regulation may change frequently and may have significant","page_number":27,"box":{"x":89,"y":739,"width":869,"height":13}},{"id":"b93dc5e9-0139-46c5-ad13-ba3b3fe79235","block_type":"box","text":"adverse consequences for companies in the financials sector, including effects not intended by the regulation. Direct","page_number":27,"box":{"x":89,"y":754,"width":813,"height":13}},{"id":"ceb1330d-c116-46f1-8db1-63f255db1bea","block_type":"box","text":"governmental intervention in the operations of financial companies and financial markets may materially and adversely affect","page_number":27,"box":{"x":89,"y":770,"width":877,"height":12}},{"id":"ba25659c-3177-459d-9ad5-79523d7ea6e5","block_type":"box","text":"the companies in which the Underlying Fund invests, including legislation in many countries that may increase government","page_number":27,"box":{"x":88,"y":785,"width":864,"height":12}},{"id":"bae40e38-ece8-4789-acac-e38d18c6094a","block_type":"box","text":"regulation, repatriation and other intervention. The impact of governmental intervention and legislative changes on any","page_number":27,"box":{"x":89,"y":800,"width":835,"height":12}},{"id":"af96d5d1-f168-4c2c-b98c-f13ed24d31a1","block_type":"box","text":"individual financial company or on the financials sector as a whole cannot be predicted. The valuation of financial companies","page_number":27,"box":{"x":89,"y":815,"width":875,"height":12}},{"id":"fc6c2682-45ec-41cd-80b6-bce40dd7ad78","block_type":"box","text":"has been and continues to be subject to unprecedented volatility and may be influenced by unpredictable factors, including","page_number":27,"box":{"x":89,"y":830,"width":863,"height":12}},{"id":"4371fa89-0268-4938-8417-bf45542a3f17","block_type":"box","text":"interest rate risk and sovereign debt default. Certain financial businesses are subject to intense competitive pressures,","page_number":27,"box":{"x":89,"y":845,"width":821,"height":12}},{"id":"a70463ab-4234-4059-b721-c2b30a0038b6","block_type":"box","text":"including market share and price competition. Financial companies in foreign countries are subject to market-specific and","page_number":27,"box":{"x":89,"y":860,"width":853,"height":13}},{"id":"90a59964-6d7a-47b6-bfe4-08ca085e4424","block_type":"box","text":"13","page_number":27,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"bdb3992d-06b9-4623-ba5b-2014ec2baabe","block_type":"box","text":"general regulatory and interest rate concerns. In particular, government regulation in certain foreign countries may include","page_number":28,"box":{"x":89,"y":44,"width":857,"height":12}},{"id":"34cb0984-8369-469c-b9be-7593bf32ab18","block_type":"box","text":"taxes and controls on interest rates, credit availability, minimum capital requirements, bans on short sales, limits on prices","page_number":28,"box":{"x":88,"y":59,"width":852,"height":12}},{"id":"17673072-ff3b-4b16-9094-887feef987c3","block_type":"box","text":"and restrictions on currency transfers. In addition, companies in the financials sector may be the targets of hacking and","page_number":28,"box":{"x":89,"y":74,"width":835,"height":12}},{"id":"57745589-94d1-43cc-8411-fbafe933e06a","block_type":"box","text":"potential theft of proprietary or customer information or disruptions in service, which could have a material adverse effect on","page_number":28,"box":{"x":89,"y":89,"width":875,"height":13}},{"id":"6077d379-d98a-46f2-b6da-b08fd5a5fc5d","block_type":"box","text":"their businesses.","page_number":28,"box":{"x":88,"y":104,"width":116,"height":10}},{"id":"79a77d2a-dc97-4b32-a8c1-fb21f81ba98b","block_type":"box","text":"The profitability of banks, savings and loan associations and other financial companies is largely dependent on the availability","page_number":28,"box":{"x":88,"y":131,"width":879,"height":12}},{"id":"85151d0b-e988-4801-9408-1cf1adcd5664","block_type":"box","text":"and cost of capital funds and can fluctuate significantly when interest rates change; for instance, when interest rates go up,","page_number":28,"box":{"x":89,"y":146,"width":863,"height":12}},{"id":"a73cba03-3ce2-4f53-8304-a2022eeda775","block_type":"box","text":"the value of securities issued by many types of companies in the financials sector generally goes down. In other words,","page_number":28,"box":{"x":88,"y":161,"width":831,"height":12}},{"id":"f8fadffc-3d3e-4f94-abe8-70213d6876dc","block_type":"box","text":"financial companies may be adversely affected in certain market cycles, including, without limitation, during periods of rising","page_number":28,"box":{"x":88,"y":176,"width":873,"height":13}},{"id":"e693b7a6-c31a-4ca3-9b3b-03a2d22456de","block_type":"box","text":"interest rates, which may restrict the availability and increase the cost of capital, and during periods of declining economic","page_number":28,"box":{"x":89,"y":191,"width":855,"height":13}},{"id":"58c8fae7-cecc-4e35-bd0e-422bde2f29d2","block_type":"box","text":"conditions, which may cause, among other things, credit losses due to financial difficulties of borrowers.","page_number":28,"box":{"x":89,"y":206,"width":730,"height":13}},{"id":"53254b43-6032-4894-a73a-7c76bcbdd681","block_type":"box","text":"In addition, general economic conditions are important to the operations of these companies, and financial difficulties of","page_number":28,"box":{"x":89,"y":233,"width":845,"height":12}},{"id":"d105c16d-8174-492e-bfaf-79fca0874852","block_type":"box","text":"borrowers may have an adverse effect on the profitability of financial companies. Companies in the financials sector are","page_number":28,"box":{"x":89,"y":248,"width":835,"height":12}},{"id":"41804a59-f039-48a5-9beb-359027dd8d02","block_type":"box","text":"exposed directly to the credit risk of their borrowers and counterparties, who may be leveraged to an unknown degree,","page_number":28,"box":{"x":89,"y":263,"width":831,"height":12}},{"id":"37c5826e-7838-47de-9845-c652ff55b646","block_type":"box","text":"including through swaps and other derivatives products, and who at times may be unable to meet their obligations to the","page_number":28,"box":{"x":89,"y":278,"width":850,"height":13}},{"id":"802cf0d5-6d77-45e6-8d42-df7c7d79551c","block_type":"box","text":"financial services companies. Financial services companies may have significant exposure to the same borrowers and","page_number":28,"box":{"x":88,"y":293,"width":821,"height":13}},{"id":"57335c56-db97-458e-924a-7728858d9738","block_type":"box","text":"counterparties, with the result that a borrower’s or counterparty’s inability to meet its obligations to one company may affect","page_number":28,"box":{"x":89,"y":308,"width":875,"height":13}},{"id":"5bd300af-aea6-46d1-9f1f-bbb2d547b5a1","block_type":"box","text":"other companies with exposure to the same borrower or counterparty. This interconnectedness of risk, including cross","page_number":28,"box":{"x":89,"y":324,"width":836,"height":12}},{"id":"0e4ad9ba-8fba-4002-bdb7-5cde136a84cb","block_type":"box","text":"default risk, may result in significant negative impacts to the financial condition and reputation of companies with direct","page_number":28,"box":{"x":89,"y":339,"width":841,"height":12}},{"id":"9421b00d-11b3-4ee2-aa63-d37ccd5ee60f","block_type":"box","text":"exposure to the defaulting counterparty as well as adverse cascading effects in the markets and the financials sector","page_number":28,"box":{"x":89,"y":354,"width":814,"height":12}},{"id":"1e2fb104-fafc-4625-8551-a9af82354fbf","block_type":"box","text":"generally. Financial companies can be highly dependent upon access to capital markets, and any impediments to such","page_number":28,"box":{"x":89,"y":369,"width":827,"height":12}},{"id":"a673a17f-f3cb-441b-ae04-9f617c7d59b1","block_type":"box","text":"access, such as adverse overall economic conditions or a negative perception in the capital markets of a financial company’s","page_number":28,"box":{"x":89,"y":384,"width":870,"height":12}},{"id":"5458e37d-a186-40f0-95cf-1e0710ac9812","block_type":"box","text":"financial condition or prospects, could adversely affect its business. Deterioration of credit markets can have an adverse","page_number":28,"box":{"x":88,"y":399,"width":837,"height":13}},{"id":"e0b7985b-413f-475a-aff1-07e8ab5a5ae1","block_type":"box","text":"impact on a broad range of financial markets, causing certain financial companies to incur large losses. In these conditions,","page_number":28,"box":{"x":89,"y":414,"width":862,"height":13}},{"id":"031db1c9-fcda-4623-89d1-b767a78a8a1d","block_type":"box","text":"companies in the financials sector may experience significant declines in the valuation of their assets, take actions to raise","page_number":28,"box":{"x":89,"y":429,"width":853,"height":13}},{"id":"75315489-3c9f-4708-8f1a-5a3ba720bb7a","block_type":"box","text":"capital and even cease operations. Some financial companies may also be required to accept or borrow significant amounts","page_number":28,"box":{"x":89,"y":445,"width":865,"height":12}},{"id":"375f39b4-5e95-4506-8922-f52b5c74549d","block_type":"box","text":"of capital from government sources and may face future government-imposed restrictions on their businesses or increased","page_number":28,"box":{"x":89,"y":460,"width":863,"height":12}},{"id":"1ac63bfd-8d38-4f7d-844f-7489ebdb407c","block_type":"box","text":"government intervention. In addition, there is no guarantee that governments will provide any such relief in the future. These","page_number":28,"box":{"x":89,"y":475,"width":872,"height":12}},{"id":"89f17bbc-3316-40bf-805f-29397c51db7e","block_type":"box","text":"actions may cause the securities of many companies in the financials sector to decline in value.","page_number":28,"box":{"x":89,"y":490,"width":665,"height":12}},{"id":"db697fe5-a8d8-4785-bfc7-aa8999e4123d","block_type":"box","text":"Risk of Investing in the Healthcare Sector.","page_number":28,"box":{"x":89,"y":516,"width":299,"height":13}},{"id":"36a985e2-b055-4f90-a4e2-e88850a79a95","block_type":"box","text":"Companies in the healthcare sector are often issuers whose profitability may be","page_number":28,"box":{"x":397,"y":516,"width":557,"height":13}},{"id":"b5ea61d6-be08-4323-9f58-9446aefb74f2","block_type":"box","text":"affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising or","page_number":28,"box":{"x":89,"y":531,"width":839,"height":13}},{"id":"3b455b62-7b94-4c63-ae2b-841466849603","block_type":"box","text":"falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited","page_number":28,"box":{"x":88,"y":547,"width":834,"height":12}},{"id":"a0aa1b22-8f4a-4188-9146-71204a5407b6","block_type":"box","text":"number of products, industry innovation, changes in technologies and other market developments. Many healthcare","page_number":28,"box":{"x":89,"y":562,"width":816,"height":12}},{"id":"8ca67c69-2d7e-436a-b91d-82e33259f5c4","block_type":"box","text":"companies are heavily dependent on patent protection and the actual or perceived safety and efficiency of their products.","page_number":28,"box":{"x":89,"y":577,"width":849,"height":12}},{"id":"6d5b08d3-ffd3-498b-8ad3-85e287dda420","block_type":"box","text":"Patents have a limited duration, and, upon expiration, other companies may market substantially similar “generic” products","page_number":28,"box":{"x":89,"y":603,"width":863,"height":13}},{"id":"7dbaf929-b2ca-4f08-a1af-0cd80f7e6b5f","block_type":"box","text":"that are typically sold at a lower price than the patented product, which can cause the original developer of the product to","page_number":28,"box":{"x":88,"y":618,"width":854,"height":13}},{"id":"f5fe3403-5c39-4e81-967c-6ea2abdd1e4c","block_type":"box","text":"lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. As a","page_number":28,"box":{"x":89,"y":633,"width":860,"height":13}},{"id":"02235aa3-9371-4a37-9857-172a1d7185a2","block_type":"box","text":"result, the expiration of patents may adversely affect the profitability of these companies.","page_number":28,"box":{"x":89,"y":649,"width":621,"height":12}},{"id":"9fdd430e-67ef-4885-86e7-ec6435fae11d","block_type":"box","text":"In addition, because the products and services of many companies in the healthcare sector affect the health and well-being","page_number":28,"box":{"x":89,"y":675,"width":862,"height":12}},{"id":"aa2391c4-2fcc-4ed3-b8cb-9aee7f82c0fd","block_type":"box","text":"of many individuals, these companies are especially susceptible to extensive litigation based on product liability and similar","page_number":28,"box":{"x":89,"y":690,"width":860,"height":13}},{"id":"779e33e8-9c9e-4e53-857f-78f9d8efeecf","block_type":"box","text":"claims. Healthcare companies are subject to competitive forces that may make it difficult to raise prices and, in fact, may","page_number":28,"box":{"x":89,"y":705,"width":842,"height":13}},{"id":"0fab2f12-0874-4021-b0b7-97e405799ab7","block_type":"box","text":"result in price discounting. Many new products in the healthcare sector may be subject to regulatory approvals. The process","page_number":28,"box":{"x":89,"y":720,"width":868,"height":13}},{"id":"6c70cabf-ccfa-499d-8ced-870df73868f1","block_type":"box","text":"of obtaining such approvals may be long and costly, which can result in increased development costs, delayed cost recovery","page_number":28,"box":{"x":89,"y":736,"width":867,"height":12}},{"id":"d18a25df-ed74-4ee4-b258-77c6938bc862","block_type":"box","text":"and loss of competitive advantage to the extent that rival companies have developed competing products or procedures,","page_number":28,"box":{"x":89,"y":751,"width":845,"height":12}},{"id":"ca4cb053-aea4-43d7-a08e-9ebb77eee871","block_type":"box","text":"adversely affecting the company’s revenues and profitability. In other words, delays in the regulatory approval process may","page_number":28,"box":{"x":89,"y":766,"width":857,"height":12}},{"id":"bd866541-cd9e-46dc-8389-95c23efa3923","block_type":"box","text":"diminish the opportunity for a company to profit from a new product or to bring a new product to market, which could have","page_number":28,"box":{"x":89,"y":781,"width":870,"height":12}},{"id":"43e31e2b-1447-4421-9785-c9afe9abf382","block_type":"box","text":"a material adverse effect on a company’s business. Healthcare companies may also be strongly affected by scientific","page_number":28,"box":{"x":89,"y":796,"width":811,"height":12}},{"id":"319df2ff-ba22-4885-98e6-3d3d80b55e91","block_type":"box","text":"biotechnology or technological developments, and their products may quickly become obsolete. Also, many healthcare","page_number":28,"box":{"x":89,"y":811,"width":834,"height":12}},{"id":"bdf4f899-4df6-4f27-bd14-c286a230a03a","block_type":"box","text":"companies offer products and services that are subject to governmental regulation and may be adversely affected by changes","page_number":28,"box":{"x":89,"y":826,"width":878,"height":13}},{"id":"52366aee-b07d-4c86-bef5-ae95953bcbeb","block_type":"box","text":"in governmental policies or laws. Changes in governmental policies or laws may span a wide range of topics, including cost","page_number":28,"box":{"x":89,"y":841,"width":861,"height":13}},{"id":"4c193d84-2822-45b3-91be-fae5c41960ac","block_type":"box","text":"control, national health insurance, incentives for compensation in the provision of healthcare services, tax incentives and","page_number":28,"box":{"x":89,"y":856,"width":844,"height":13}},{"id":"b956edaf-2a1e-4164-b026-1e9741ebafe9","block_type":"box","text":"14","page_number":28,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"aeed774c-2382-4bff-80b2-be77ded231e4","block_type":"box","text":"penalties related to healthcare insurance premiums, and promotion of prepaid healthcare plans. In addition, a number of","page_number":29,"box":{"x":89,"y":44,"width":845,"height":12}},{"id":"9e0c37c7-e446-4ead-a657-e081c35b2475","block_type":"box","text":"legislative proposals concerning healthcare have been considered by the U.S. Congress in recent years. It is unclear what","page_number":29,"box":{"x":89,"y":59,"width":841,"height":12}},{"id":"75a010de-65ab-4f9a-acfa-42681f01776b","block_type":"box","text":"proposals will ultimately be enacted, if any, and what effect they may have on companies in the healthcare sector.","page_number":29,"box":{"x":89,"y":74,"width":793,"height":12}},{"id":"fdfad769-1152-431b-a487-d6747821eb5f","block_type":"box","text":"Additionally, the expansion of facilities by healthcare-related providers may be subject to “determinations of need” by certain","page_number":29,"box":{"x":88,"y":101,"width":872,"height":12}},{"id":"477b22aa-5ae4-47b3-8cf5-44063ec59ed5","block_type":"box","text":"government authorities. This process not only generally increases the time and costs involved in these expansions, but also","page_number":29,"box":{"x":89,"y":116,"width":861,"height":12}},{"id":"fe887ea4-009e-47a9-bb5b-4b4d950b5a45","block_type":"box","text":"makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare-related facilities","page_number":29,"box":{"x":89,"y":131,"width":828,"height":12}},{"id":"7774c4d4-1e5d-4c61-995d-f290828d49e1","block_type":"box","text":"operators and negatively affecting the prices of their securities. Moreover, in recent years, both local and national","page_number":29,"box":{"x":89,"y":146,"width":788,"height":12}},{"id":"174dd597-b879-4d3e-b1db-fc471e350de0","block_type":"box","text":"governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both","page_number":29,"box":{"x":89,"y":161,"width":821,"height":12}},{"id":"24f7ee0f-aba0-433c-81af-087f478fa07a","block_type":"box","text":"adversely affect regulatory processes and public funding available for healthcare products, services and facilities.","page_number":29,"box":{"x":89,"y":176,"width":786,"height":13}},{"id":"bc4b2299-af80-4bdb-9a84-1c45dc6d41ad","block_type":"box","text":"Risk of Investing in the Industrials Sector.","page_number":29,"box":{"x":89,"y":203,"width":297,"height":12}},{"id":"fa820f5a-d7ef-4658-9320-1dc8b77a02fe","block_type":"box","text":"The value of securities issued by companies in the industrials sector may be","page_number":29,"box":{"x":395,"y":203,"width":530,"height":12}},{"id":"d667043f-a5a1-4d20-ae4e-50f4de2f35d8","block_type":"box","text":"adversely affected by supply of and demand for both their specific products or services and for industrials sector products in","page_number":29,"box":{"x":89,"y":218,"width":869,"height":12}},{"id":"84c9efbf-5dfb-4743-b403-3e0a18f70c0a","block_type":"box","text":"general. The products of manufacturing companies may face obsolescence due to rapid technological developments and","page_number":29,"box":{"x":89,"y":233,"width":848,"height":12}},{"id":"0235facc-2693-434c-8fdc-e8b51357e997","block_type":"box","text":"frequent new product introduction. Government regulations, trade disputes, world events and economic conditions may","page_number":29,"box":{"x":88,"y":248,"width":844,"height":12}},{"id":"87f7eb56-018e-4ec8-a1fa-016cc6da58d9","block_type":"box","text":"affect the performance of companies in the industrials sector. The industrials sector may also be adversely affected by","page_number":29,"box":{"x":89,"y":263,"width":824,"height":12}},{"id":"d83dea6f-11d5-4aad-91af-cb3037222cc4","block_type":"box","text":"changes or trends in commodity prices, which may be influenced by unpredictable factors. Aerospace and defense","page_number":29,"box":{"x":89,"y":278,"width":802,"height":13}},{"id":"75a35dcc-7681-4c46-a0f4-29db9a1b491b","block_type":"box","text":"companies, a component of the industrials sector, can be significantly affected by government spending policies because","page_number":29,"box":{"x":89,"y":293,"width":847,"height":13}},{"id":"d6f9c332-8b11-4ece-95ea-1ef83fd28503","block_type":"box","text":"companies involved in this industry rely, to a significant extent, on government demand for their products and services. Thus,","page_number":29,"box":{"x":89,"y":308,"width":876,"height":13}},{"id":"41e65641-256d-4683-874b-bee814d281b3","block_type":"box","text":"the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental","page_number":29,"box":{"x":88,"y":324,"width":870,"height":12}},{"id":"cccd5222-faa6-46dc-be5f-e6c3c8e1ed91","block_type":"box","text":"defense spending policies, which are typically under pressure from efforts to control government budgets. Transportation","page_number":29,"box":{"x":89,"y":339,"width":849,"height":12}},{"id":"0118dfc7-6d78-4441-aa20-fa0d2a6d8975","block_type":"box","text":"stocks, a component of the industrials sector, are cyclical and can be significantly affected by economic changes, fuel prices,","page_number":29,"box":{"x":89,"y":354,"width":869,"height":12}},{"id":"31c926c7-0ec2-4124-b286-03d751d4ebaa","block_type":"box","text":"labor relations and insurance costs. Transportation companies in certain countries may also be subject to significant","page_number":29,"box":{"x":89,"y":369,"width":814,"height":12}},{"id":"b0983f5e-2723-4b2a-a6e6-1cc34f67cd1c","block_type":"box","text":"government regulation and oversight, which may adversely affect their businesses. For example, commodity price declines","page_number":29,"box":{"x":89,"y":384,"width":857,"height":12}},{"id":"fdb813de-342b-4e96-ab49-ce9c2d0e8b85","block_type":"box","text":"and unit volume reductions resulting from an over-supply of materials used in the industrials sector can adversely affect the","page_number":29,"box":{"x":89,"y":399,"width":866,"height":13}},{"id":"be862f7c-8f76-401a-ac75-65ce41a62ad8","block_type":"box","text":"sector. Furthermore, companies in the industrials sector may be subject to liability for environmental damage, product","page_number":29,"box":{"x":89,"y":414,"width":827,"height":13}},{"id":"36786ce1-a40b-4fcb-b530-1c86e1aeb919","block_type":"box","text":"liability claims, depletion of resources, and mandated expenditures for safety and pollution control.","page_number":29,"box":{"x":89,"y":429,"width":691,"height":13}},{"id":"1c66ee38-3723-4ea6-b967-e3ebfce15731","block_type":"box","text":"Risk of Investing in the Materials Sector.","page_number":29,"box":{"x":89,"y":456,"width":288,"height":12}},{"id":"f66a1f41-0b3b-4f24-a04e-cc4561170dd2","block_type":"box","text":"Companies in the materials sector may be adversely affected by commodity price","page_number":29,"box":{"x":386,"y":456,"width":568,"height":12}},{"id":"e9e056ac-7b81-4529-9493-e668b98e0489","block_type":"box","text":"volatility, exchange rate fluctuations, social and political unrest, war, import or export controls, increased competition,","page_number":29,"box":{"x":88,"y":471,"width":824,"height":12}},{"id":"48cc3308-3d50-499f-aefa-b863008bdc75","block_type":"box","text":"depletion of resources, technical progress, labor relations and government regulations, and mandated expenditures for safety","page_number":29,"box":{"x":89,"y":486,"width":878,"height":12}},{"id":"381d54b4-10ee-419b-8710-134a258ea243","block_type":"box","text":"and pollution control, among other factors. Such risks may adversely affect the issuers to which a Fund has exposure.","page_number":29,"box":{"x":89,"y":501,"width":822,"height":13}},{"id":"4c6d7ed6-48a6-4d06-acd4-997a66ce69c1","block_type":"box","text":"Companies in the materials sector are also at risk of liability for environmental damage and product liability claims.","page_number":29,"box":{"x":89,"y":516,"width":801,"height":13}},{"id":"f3f53775-63c2-4406-a915-84272378693d","block_type":"box","text":"Production of materials may exceed demand as a result of market imbalances or economic downturns, leading to poor","page_number":29,"box":{"x":89,"y":531,"width":832,"height":13}},{"id":"80a14b9f-1cd0-4176-a947-91321e01acb2","block_type":"box","text":"investment returns. These risks are heightened for companies in the materials sector located in foreign markets.","page_number":29,"box":{"x":89,"y":547,"width":783,"height":12}},{"id":"073fd4aa-8dfc-4bef-8390-16a7993d2d76","block_type":"box","text":"Risk of Investing in the Real Estate Industry.","page_number":29,"box":{"x":89,"y":573,"width":313,"height":12}},{"id":"7ec74d4d-20e3-4ae1-a765-90bc4f0fb349","block_type":"box","text":"Companies in the real estate industry include companies that invest in real","page_number":29,"box":{"x":411,"y":573,"width":520,"height":12}},{"id":"72f12f5b-59a5-42a9-9bf5-82d2d16dd61b","block_type":"box","text":"estate, such as REITs, real estate holding and operating companies or real estate development companies (collectively, “Real","page_number":29,"box":{"x":89,"y":588,"width":867,"height":12}},{"id":"e13187c5-0ce2-440a-8bad-cf6b404be068","block_type":"box","text":"Estate Companies”). Investing in Real Estate Companies exposes investors to the risks of owning real estate directly, as well","page_number":29,"box":{"x":89,"y":603,"width":859,"height":13}},{"id":"1e76fc64-02c4-4f06-9cee-389d986576d4","block_type":"box","text":"as to risks that relate specifically to the way in which Real Estate Companies are organized and operated. The real estate","page_number":29,"box":{"x":89,"y":618,"width":837,"height":13}},{"id":"3b848089-666a-4ee2-87f5-2aa07be55500","block_type":"box","text":"industry is highly sensitive to general and local economic conditions and developments, and characterized by intense","page_number":29,"box":{"x":89,"y":633,"width":819,"height":13}},{"id":"46f656ec-42f2-4ee0-8a15-79b2d19a6301","block_type":"box","text":"competition and periodic overbuilding. Investing in Real Estate Companies involves various risks. Some risks that are specific","page_number":29,"box":{"x":89,"y":649,"width":869,"height":12}},{"id":"33bb9ec0-7e62-42c5-9c36-b5d26857dbf2","block_type":"box","text":"to Real Estate Companies are discussed in greater detail below.","page_number":29,"box":{"x":88,"y":664,"width":439,"height":12}},{"id":"74c194a4-cc14-4b81-b7a9-3f4553efb5fe","block_type":"box","text":"Concentration Risk.","page_number":29,"box":{"x":89,"y":690,"width":134,"height":10}},{"id":"d5104867-e025-4fca-8abf-51242e949115","block_type":"box","text":"Real Estate Companies may own a limited number of properties and concentrate their investments in a","page_number":29,"box":{"x":230,"y":690,"width":718,"height":13}},{"id":"ec606160-fd39-41c9-acc9-c91286eb783b","block_type":"box","text":"particular geographic region or property type. Economic downturns affecting a particular region, industry or property type","page_number":29,"box":{"x":89,"y":705,"width":854,"height":13}},{"id":"24bd929e-3824-491a-a030-60465c893cbb","block_type":"box","text":"may lead to a high volume of defaults within a short period.","page_number":29,"box":{"x":89,"y":720,"width":416,"height":13}},{"id":"e7aec6c2-59d3-4528-b8a8-d007b4173bb6","block_type":"box","text":"Distressed Investment Risk.","page_number":29,"box":{"x":88,"y":747,"width":189,"height":10}},{"id":"c7384b40-51a7-458d-b1fb-b6a23582c38d","block_type":"box","text":"Real Estate Companies may invest in distressed, defaulted or out-of-favor bank loans.","page_number":29,"box":{"x":284,"y":747,"width":595,"height":12}},{"id":"e06a9123-6fb4-4047-b89e-0975c9142332","block_type":"box","text":"Identification and implementation by a Real Estate Company of loan modification and restructure programs involves a high","page_number":29,"box":{"x":89,"y":762,"width":859,"height":12}},{"id":"4b54a41a-a491-4bf2-9dfb-739271c9bcd9","block_type":"box","text":"degree of uncertainty. Even successful implementation may still require adverse compromises and may not prevent","page_number":29,"box":{"x":89,"y":777,"width":806,"height":12}},{"id":"907bf00e-f9e9-4510-abfb-e5e6336035ec","block_type":"box","text":"bankruptcy. Real Estate Companies may also invest in other debt instruments that may become non-performing, including","page_number":29,"box":{"x":89,"y":792,"width":856,"height":13}},{"id":"c2c04dff-1309-428f-80fa-9fa651053fce","block_type":"box","text":"the securities of companies with higher credit and market risk due to financial or operational difficulties. Higher risk securities","page_number":29,"box":{"x":88,"y":807,"width":879,"height":13}},{"id":"3f713a9b-010b-4af7-b1a4-a10d953698be","block_type":"box","text":"may be less liquid and more volatile than the securities of companies not in distress.","page_number":29,"box":{"x":89,"y":822,"width":587,"height":13}},{"id":"20b365a2-b78b-4613-9e29-90c9c6e3a941","block_type":"box","text":"Illiquidity Risk.","page_number":29,"box":{"x":88,"y":849,"width":98,"height":12}},{"id":"1539814f-e59d-4bfd-a415-167dfe8c9208","block_type":"box","text":"Investing in Real Estate Companies may involve risks similar to those associated with investing in small","page_number":29,"box":{"x":193,"y":849,"width":722,"height":12}},{"id":"7e426203-aa5b-46a4-a808-bea89c165615","block_type":"box","text":"capitalization companies. Real Estate Company securities, like the securities of small-capitalization companies, may be more","page_number":29,"box":{"x":89,"y":864,"width":867,"height":12}},{"id":"aa852f41-98ac-4246-8d95-4035d7445305","block_type":"box","text":"15","page_number":29,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"e8156d5c-c57d-4137-a29a-5b346208de12","block_type":"box","text":"volatile than, and perform differently from, shares of large-capitalization companies. There may be less trading in Real Estate","page_number":30,"box":{"x":88,"y":44,"width":870,"height":12}},{"id":"1b40a350-ac2a-4295-8d37-f87215bb56f7","block_type":"box","text":"Company shares, which means that buy and sell transactions in those shares could have a magnified impact on share price,","page_number":30,"box":{"x":89,"y":59,"width":865,"height":12}},{"id":"99458c93-ca7c-4ad9-8e62-eaab20561acc","block_type":"box","text":"resulting in abrupt or erratic price fluctuations. In addition, real estate is relatively illiquid, and, therefore, a Real Estate","page_number":30,"box":{"x":89,"y":74,"width":819,"height":12}},{"id":"b70c155b-83fc-4c62-9c48-d129d656102f","block_type":"box","text":"Company may have a limited ability to vary or liquidate properties in response to changes in economic or other conditions.","page_number":30,"box":{"x":89,"y":89,"width":857,"height":13}},{"id":"a7846eed-1ddf-4eef-9895-101462b356c3","block_type":"box","text":"Interest Rate Risk.","page_number":30,"box":{"x":88,"y":116,"width":124,"height":9}},{"id":"b6bc5add-636d-4285-aac6-3aa53abc7647","block_type":"box","text":"Rising interest rates could result in higher costs of capital for Real Estate Companies, which could","page_number":30,"box":{"x":218,"y":116,"width":680,"height":12}},{"id":"851566b9-4bea-4bd2-8549-9e0906378778","block_type":"box","text":"negatively impact a Real Estate Company’s ability to meet its payment obligations. Declining interest rates could result in","page_number":30,"box":{"x":89,"y":131,"width":843,"height":12}},{"id":"6e2c41cf-38f5-4339-8d0a-2734cedc7f49","block_type":"box","text":"increased prepayment on loans and require redeployment of capital in less desirable investments.","page_number":30,"box":{"x":89,"y":146,"width":679,"height":12}},{"id":"bd6e2c2a-4113-4114-869c-e18a2c504bd0","block_type":"box","text":"Leverage Risk.","page_number":30,"box":{"x":88,"y":172,"width":98,"height":13}},{"id":"4699cc96-642a-4692-9039-b99424a49ac8","block_type":"box","text":"Real Estate Companies may use leverage (and some may be highly leveraged), which increases investment risk","page_number":30,"box":{"x":192,"y":172,"width":774,"height":13}},{"id":"6ceb2802-dadb-4d09-88d1-229b31037c96","block_type":"box","text":"and could adversely affect a Real Estate Company’s operations and market value in periods of rising interest rates. Real Estate","page_number":30,"box":{"x":89,"y":188,"width":875,"height":12}},{"id":"9ecb647c-3a16-4c67-8052-afe6095a1ad2","block_type":"box","text":"Companies are also exposed to the risks normally associated with debt financing. Financial covenants related to a Real Estate","page_number":30,"box":{"x":89,"y":203,"width":875,"height":12}},{"id":"efdaac0d-e764-42a5-9690-a0b9dcdf4255","block_type":"box","text":"Company’s leverage may affect the ability of the Real Estate Company to operate effectively. In addition, real property may be","page_number":30,"box":{"x":89,"y":218,"width":872,"height":12}},{"id":"2f0cdcf4-6e01-4732-8fa5-062b62028974","block_type":"box","text":"subject to the quality of credit extended and defaults by borrowers and tenants. If the properties do not generate sufficient","page_number":30,"box":{"x":89,"y":233,"width":857,"height":12}},{"id":"b809e9e0-a341-4aa0-9b05-1bc3e9f4d600","block_type":"box","text":"income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements,","page_number":30,"box":{"x":89,"y":248,"width":877,"height":12}},{"id":"b756cfc7-503e-4a25-af14-2152008da638","block_type":"box","text":"third-party leasing commissions and other capital expenditures, the income and ability of a Real Estate Company to make","page_number":30,"box":{"x":88,"y":263,"width":851,"height":12}},{"id":"f7e2a435-ccb9-4446-8f39-161f49efa1ec","block_type":"box","text":"payments of any interest and principal on its debt securities will be adversely affected.","page_number":30,"box":{"x":89,"y":278,"width":599,"height":13}},{"id":"0e1137d8-3085-4b4a-8cca-105264dd777b","block_type":"box","text":"Loan Foreclosure Risk.","page_number":30,"box":{"x":88,"y":305,"width":154,"height":9}},{"id":"afb8dabd-c44f-44b2-8a44-76f226074fd0","block_type":"box","text":"Real Estate Companies may foreclose on loans that the Real Estate Company originated and/or","page_number":30,"box":{"x":249,"y":305,"width":664,"height":12}},{"id":"3deb4943-eff2-4c68-94df-3ae09d0058e7","block_type":"box","text":"acquired. Foreclosure may generate negative publicity for the underlying property that affects its market value. In addition to","page_number":30,"box":{"x":89,"y":320,"width":870,"height":12}},{"id":"0aaff3ce-e506-404b-bd11-d83283254339","block_type":"box","text":"the length and expense of such proceedings, the validity of the terms of the applicable loan may not be recognized in","page_number":30,"box":{"x":88,"y":335,"width":819,"height":12}},{"id":"998fd394-b6dc-4d09-a6f7-cd7b6899da7f","block_type":"box","text":"foreclosure proceedings. Claims and defenses asserted by borrowers or other lenders may interfere with the enforcement of","page_number":30,"box":{"x":88,"y":350,"width":868,"height":12}},{"id":"da80beb8-5f07-485f-9251-1a07f84296fa","block_type":"box","text":"rights by a Real Estate Company. Parallel proceedings, such as bankruptcy, may also delay resolution and limit the amount of","page_number":30,"box":{"x":89,"y":365,"width":872,"height":12}},{"id":"5dc542aa-719b-4bea-9b8f-11fc7076738d","block_type":"box","text":"recovery on a foreclosed loan by a Real Estate Company even where the property underlying the loan is liquidated.","page_number":30,"box":{"x":89,"y":380,"width":796,"height":13}},{"id":"d4941a1d-0943-43c5-a8c1-1791f6e7aae4","block_type":"box","text":"Management Risk.","page_number":30,"box":{"x":88,"y":407,"width":130,"height":12}},{"id":"50aed2af-1a73-471a-ba59-0e279c2a3f57","block_type":"box","text":"Real Estate Companies are dependent upon management skills and may have limited financial resources.","page_number":30,"box":{"x":225,"y":407,"width":733,"height":12}},{"id":"692d5b09-6bdc-452c-bbf8-facfd7dc66c0","block_type":"box","text":"Real Estate Companies are generally not diversified and may be subject to heavy cash flow dependency, default by borrowers","page_number":30,"box":{"x":89,"y":422,"width":872,"height":12}},{"id":"c77cab48-7a8c-4793-94eb-6d6f3ce135dd","block_type":"box","text":"and voluntary liquidation. In addition, transactions between Real Estate Companies and their affiliates may be subject to","page_number":30,"box":{"x":89,"y":437,"width":838,"height":12}},{"id":"43959d2a-908f-4a2a-b0b5-ba5fb0342ad3","block_type":"box","text":"conflicts of interest, which may adversely affect a Real Estate Company’s shareholders. A Real Estate Company may also have","page_number":30,"box":{"x":89,"y":452,"width":875,"height":12}},{"id":"11e732c7-40ec-4f47-a0ad-86ba56e1262c","block_type":"box","text":"joint venture investments in certain of its properties, and, consequently, its ability to control decisions relating to such","page_number":30,"box":{"x":88,"y":467,"width":822,"height":13}},{"id":"9bd6160e-2ef7-46e1-b3c9-14bb66d0ef0c","block_type":"box","text":"properties may be limited.","page_number":30,"box":{"x":89,"y":482,"width":181,"height":13}},{"id":"b676dbe3-50c6-412c-88e5-89b58fca23ce","block_type":"box","text":"Property Risk.","page_number":30,"box":{"x":88,"y":509,"width":94,"height":12}},{"id":"227c0023-4b40-43a2-a7a8-26d23bf57ece","block_type":"box","text":"Real Estate Companies may be subject to risks relating to functional obsolescence or reduced desirability of","page_number":30,"box":{"x":189,"y":509,"width":752,"height":12}},{"id":"37138f98-893f-4f7e-aba0-10dec3a75e1a","block_type":"box","text":"properties; extended vacancies due to economic conditions and tenant bankruptcies; catastrophic events such as","page_number":30,"box":{"x":89,"y":524,"width":794,"height":12}},{"id":"467e6846-5401-4cef-9f2e-ccffa3127018","block_type":"box","text":"earthquakes, hurricanes and terrorist acts; and casualty or condemnation losses. Real estate income and values also may be","page_number":30,"box":{"x":89,"y":539,"width":867,"height":12}},{"id":"4e8cc86e-00b6-4636-909d-4b76215fe3fc","block_type":"box","text":"greatly affected by demographic trends, such as population shifts or changes in consumer preferences and values, or","page_number":30,"box":{"x":89,"y":554,"width":819,"height":12}},{"id":"400244fc-baad-49be-a9c0-e3ca61eef410","block_type":"box","text":"increasing vacancies or declining rents resulting from legal, cultural, technological, global or local economic developments.","page_number":30,"box":{"x":89,"y":569,"width":860,"height":13}},{"id":"5fbb790d-5914-452e-bf11-84291ac29489","block_type":"box","text":"Regulatory Risk.","page_number":30,"box":{"x":88,"y":596,"width":110,"height":12}},{"id":"0d81c54a-c654-47ee-bb43-dc5995d5ab34","block_type":"box","text":"Real estate income and values may be adversely affected by such factors as applicable domestic and foreign","page_number":30,"box":{"x":205,"y":596,"width":754,"height":12}},{"id":"41ed4fb8-b05a-48d7-b434-1fe4104e4646","block_type":"box","text":"laws (including tax laws). Government actions, such as tax increases, zoning law changes, mandated closures or other","page_number":30,"box":{"x":89,"y":611,"width":828,"height":12}},{"id":"9809db69-2c98-4efb-bb26-8176b0b63293","block_type":"box","text":"commercial restrictions or environmental regulations, also may have a major impact on real estate income and values. In","page_number":30,"box":{"x":89,"y":626,"width":843,"height":12}},{"id":"4104b91e-b3d2-4bcd-b465-10427e472421","block_type":"box","text":"addition, quarterly compliance with regulations limiting the proportion of asset types held by a U.S. REIT may force certain","page_number":30,"box":{"x":89,"y":641,"width":854,"height":12}},{"id":"509a1c05-1570-4e0f-bbbb-efc2a9b228b0","block_type":"box","text":"Real Estate Companies to liquidate or restructure otherwise attractive investments. Some countries may not recognize REITs","page_number":30,"box":{"x":89,"y":656,"width":867,"height":13}},{"id":"a8f6b6d5-09f5-4cb0-b170-8bb60dc22b33","block_type":"box","text":"or comparable structures as a viable form of real estate funds.","page_number":30,"box":{"x":89,"y":671,"width":432,"height":13}},{"id":"bf43990b-df26-4658-9798-57a38b950f4b","block_type":"box","text":"Underlying Investment Risk.","page_number":30,"box":{"x":89,"y":698,"width":192,"height":12}},{"id":"29e2fad8-6c2f-4978-9b02-25c596c882eb","block_type":"box","text":"Real Estate Companies make investments in a variety of debt and equity instruments with","page_number":30,"box":{"x":287,"y":698,"width":626,"height":12}},{"id":"b3dd16c6-f228-4b28-a729-12ac25644280","block_type":"box","text":"varying risk profiles. For instance, Real Estate Companies may invest in debt instruments secured by commercial property","page_number":30,"box":{"x":88,"y":713,"width":849,"height":12}},{"id":"2e34068b-d1ae-4721-9965-15ae300cc208","block_type":"box","text":"that have higher risks of delinquency and foreclosure than loans on single family homes due to a variety of factors associated","page_number":30,"box":{"x":88,"y":728,"width":877,"height":12}},{"id":"ac840323-86a2-4956-b6cb-15f0246dfa83","block_type":"box","text":"with commercial property, including the tie between income available to service debt and productive use of the property. Real","page_number":30,"box":{"x":88,"y":743,"width":877,"height":12}},{"id":"52af4d94-1e3a-4e21-95b0-caad1b4989e8","block_type":"box","text":"Estate Companies may also invest in debt instruments and preferred equity that are junior in an issuer’s capital structure and","page_number":30,"box":{"x":89,"y":758,"width":871,"height":13}},{"id":"9514e520-4423-4903-9fd7-8c3bfbbdaa7b","block_type":"box","text":"that involve privately negotiated structures. Subordinated debt investments, such as B-Notes and mezzanine loans, involve a","page_number":30,"box":{"x":88,"y":773,"width":868,"height":13}},{"id":"67379b4d-708d-4523-972c-3442e5603a00","block_type":"box","text":"greater credit risk of default due to the need to service more senior debt of the issuer. Similarly, preferred equity investments","page_number":30,"box":{"x":89,"y":788,"width":867,"height":13}},{"id":"6c747f49-0e39-4c96-adb3-72a7d94fdc79","block_type":"box","text":"involve a greater risk of loss than conventional debt financing due to their non-collateralized nature and subordinated","page_number":30,"box":{"x":89,"y":804,"width":821,"height":12}},{"id":"2ba530e9-ee18-45c9-824b-dfcb1beaa202","block_type":"box","text":"ranking. Investments in CMBS may also be junior in priority in the event of bankruptcy or similar proceedings. Investments in","page_number":30,"box":{"x":89,"y":819,"width":872,"height":12}},{"id":"121f2874-07e1-4492-8809-52f79daec588","block_type":"box","text":"senior loans may be effectively subordinated if the senior loan is pledged as collateral. The ability of a holder of junior claims","page_number":30,"box":{"x":89,"y":834,"width":867,"height":12}},{"id":"ebe9e7d8-c591-47e8-b957-db5f69e3d015","block_type":"box","text":"to proceed against a defaulting issuer is circumscribed by the terms of the particular contractual arrangement, which vary","page_number":30,"box":{"x":88,"y":849,"width":854,"height":12}},{"id":"4710e5fe-090e-4129-8b24-ab7f039deae7","block_type":"box","text":"considerably from transaction to transaction.","page_number":30,"box":{"x":89,"y":864,"width":314,"height":12}},{"id":"3f17cc61-3bf9-4c83-821c-bd5ba8d79a21","block_type":"box","text":"16","page_number":30,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"6cc31d7c-79a4-4b1f-aaf8-2665d8dd24b7","block_type":"box","text":"U.S. Tax Risk.","page_number":31,"box":{"x":89,"y":44,"width":89,"height":10}},{"id":"68b8d405-f111-464b-a629-380dcfb2b587","block_type":"box","text":"Certain U.S. Real Estate Companies are subject to special U.S. federal tax requirements. A REIT that fails to","page_number":31,"box":{"x":184,"y":44,"width":739,"height":12}},{"id":"0a786ad1-4ef5-4dfd-a907-eb027bfc7f38","block_type":"box","text":"comply with such tax requirements may be subject to U.S. federal income taxation, which may affect the value of the REIT","page_number":31,"box":{"x":89,"y":59,"width":854,"height":12}},{"id":"976472b2-5c62-483f-a641-757403e43e33","block_type":"box","text":"and the characterization of the REIT’s distributions. The U.S. federal tax requirement that a REIT distribute substantially all of","page_number":31,"box":{"x":89,"y":74,"width":871,"height":12}},{"id":"9b27e6ec-8f55-478c-ab64-2564018eef6d","block_type":"box","text":"its net income to its shareholders may result in a REIT having insufficient capital for future expenditures. A REIT that","page_number":31,"box":{"x":89,"y":89,"width":811,"height":13}},{"id":"ec15e088-1ab6-49a6-84b5-b384eb11c16f","block_type":"box","text":"successfully maintains its qualification may still become subject to U.S. federal, state and local taxes, including excise,","page_number":31,"box":{"x":89,"y":104,"width":821,"height":13}},{"id":"540a5e42-463a-497e-9308-e5a0d4f0693c","block_type":"box","text":"penalty, franchise, payroll, mortgage recording, and transfer taxes, both directly and indirectly through its subsidiaries.","page_number":31,"box":{"x":89,"y":119,"width":825,"height":13}},{"id":"22a330d8-f342-4a2e-aaec-c6bf9890b646","block_type":"box","text":"Because REITs often do not provide complete tax information until after the calendar year-end, an Underlying Fund may at","page_number":31,"box":{"x":89,"y":135,"width":857,"height":12}},{"id":"bed7d3bd-08e6-4224-a020-28f755afab37","block_type":"box","text":"times need to request permission to extend the deadline for issuing your tax reporting statement or supplement the","page_number":31,"box":{"x":88,"y":150,"width":812,"height":12}},{"id":"8cd39e8f-fdb3-483a-aaf2-ec5ef88de426","block_type":"box","text":"information otherwise provided to you.","page_number":31,"box":{"x":89,"y":165,"width":272,"height":12}},{"id":"f8843991-0109-4ff3-8ca8-07d86b542106","block_type":"box","text":"Risk of Investing in Technology Companies.","page_number":31,"box":{"x":89,"y":191,"width":313,"height":13}},{"id":"061378f3-b61d-43b9-bb8d-07f1dcb21c2c","block_type":"box","text":"Technology companies and companies that rely heavily on technological","page_number":31,"box":{"x":411,"y":191,"width":509,"height":13}},{"id":"cf5574b9-3820-4124-b575-4952ef8c28ae","block_type":"box","text":"advances may have limited product lines, markets, financial resources and personnel. These companies may face rapid","page_number":31,"box":{"x":89,"y":206,"width":830,"height":13}},{"id":"8a3a2e40-256e-4346-a260-c6751346cd03","block_type":"box","text":"product obsolescence as well as unexpected risks and costs related to new product introduction and technological","page_number":31,"box":{"x":89,"y":222,"width":803,"height":12}},{"id":"1b72312b-73ea-4c82-9b98-ed89f1f0511b","block_type":"box","text":"developments, such as artificial intelligence and machine learning. Technology companies may be adversely affected by","page_number":31,"box":{"x":89,"y":237,"width":837,"height":12}},{"id":"2cdbd6f8-a630-47a7-890b-2daa4e08e914","block_type":"box","text":"disruptions to supply chains and distribution networks as well as issues at third-party partners. They are heavily dependent","page_number":31,"box":{"x":89,"y":252,"width":861,"height":12}},{"id":"986fc1b0-7002-4c9b-8c29-30f634815f56","block_type":"box","text":"on patent and other intellectual property rights, and the loss or impairment of these rights may adversely affect their","page_number":31,"box":{"x":89,"y":267,"width":815,"height":12}},{"id":"7ad28887-3a76-4e2b-9f76-5988d0c9861d","block_type":"box","text":"profitability. Technology companies may face increased government scrutiny and may be subject to adverse government or","page_number":31,"box":{"x":89,"y":282,"width":863,"height":12}},{"id":"acf11949-d5f1-479b-b957-1ba0bd2f2637","block_type":"box","text":"legal action. These companies also may be adversely affected by, among other things, actual or perceived security","page_number":31,"box":{"x":89,"y":297,"width":796,"height":12}},{"id":"edaec253-ee60-4baa-82cc-ecd531ef6f1d","block_type":"box","text":"vulnerabilities or other defects in their products and services, which may result in lawsuits, government enforcement actions","page_number":31,"box":{"x":88,"y":312,"width":871,"height":13}},{"id":"f535eb95-4016-4c11-946e-67621c00b30f","block_type":"box","text":"and other remediation costs.","page_number":31,"box":{"x":89,"y":327,"width":200,"height":10}},{"id":"df3b5dd8-2701-4ac4-933c-8024c42fd595","block_type":"box","text":"Risk of Investing in the Utilities Sector.","page_number":31,"box":{"x":89,"y":354,"width":274,"height":12}},{"id":"83465263-9e0f-4a73-9d8a-c0effd23820f","block_type":"box","text":"The utilities sector may be adversely affected by changing commodity prices,","page_number":31,"box":{"x":372,"y":354,"width":539,"height":12}},{"id":"52973fc2-a50f-4c19-9f73-967a443488ef","block_type":"box","text":"government regulation stipulating rates charged by utilities, increased tariffs, changes in tax laws, interest rate fluctuations","page_number":31,"box":{"x":89,"y":369,"width":857,"height":12}},{"id":"f9696dd4-e3fd-4e10-9c60-341cb6e07ce6","block_type":"box","text":"and changes in the cost of providing specific utility services. The utilities industry is also subject to potential terrorist attacks,","page_number":31,"box":{"x":89,"y":384,"width":871,"height":12}},{"id":"fa6e257f-20de-44ef-9c95-ed6dfd22fde6","block_type":"box","text":"natural disasters and severe weather conditions, as well as regulatory and operational burdens associated with the operation","page_number":31,"box":{"x":89,"y":399,"width":872,"height":13}},{"id":"d2e186ce-3d8f-4907-aa59-131e9950052e","block_type":"box","text":"and maintenance of nuclear facilities. Government regulators monitor and control utility revenues and costs, and therefore","page_number":31,"box":{"x":89,"y":414,"width":858,"height":13}},{"id":"a3fa596c-b787-4453-b66a-298bd6ee324a","block_type":"box","text":"may limit utility profits. In certain countries, regulatory authorities may also restrict a company’s access to new markets,","page_number":31,"box":{"x":89,"y":429,"width":839,"height":13}},{"id":"3612a3a2-a4a7-435e-a80d-0cf2e92f4920","block_type":"box","text":"thereby diminishing the company’s long-term prospects.","page_number":31,"box":{"x":88,"y":445,"width":397,"height":12}},{"id":"f6c8d15a-81f5-4202-83b9-f96999bc28a2","block_type":"box","text":"There are substantial differences among the regulatory practices and policies of various jurisdictions, and any regulatory","page_number":31,"box":{"x":88,"y":471,"width":842,"height":12}},{"id":"9f15607f-3fdb-4238-b2aa-3e187f428707","block_type":"box","text":"agency may make major shifts in policy from time to time. There is no assurance that regulatory authorities will, in the future,","page_number":31,"box":{"x":89,"y":486,"width":878,"height":12}},{"id":"438eb46d-8578-42ba-a882-dbb0925d0bc9","block_type":"box","text":"grant rate increases. Additionally, existing and possible future regulatory legislation may make it even more difficult for","page_number":31,"box":{"x":89,"y":501,"width":829,"height":13}},{"id":"5256fe04-37be-40eb-b81f-948e88ff559f","block_type":"box","text":"utilities to obtain adequate relief. Certain of the issuers of securities held in the Underlying Funds’ portfolio may own or","page_number":31,"box":{"x":89,"y":516,"width":831,"height":13}},{"id":"a2d58151-e12d-4696-9e27-fad5fffa07ca","block_type":"box","text":"operate nuclear generating facilities. Governmental authorities may from time to time review existing policies and impose","page_number":31,"box":{"x":89,"y":531,"width":850,"height":13}},{"id":"14dbc06d-f690-45fa-81a3-348dfcac7162","block_type":"box","text":"additional requirements governing the licensing, construction and operation of nuclear power plants. Prolonged changes in","page_number":31,"box":{"x":89,"y":547,"width":863,"height":12}},{"id":"2d4976c6-a208-4740-a304-f580a42f2b7d","block_type":"box","text":"climate conditions can also have a significant impact on both the revenues of an electric and gas utility as well as the","page_number":31,"box":{"x":89,"y":562,"width":817,"height":12}},{"id":"4a18477a-d712-4914-81c5-bda099b01127","block_type":"box","text":"expenses of a utility, particularly a hydro-based electric utility.","page_number":31,"box":{"x":89,"y":577,"width":427,"height":12}},{"id":"f73e99e5-21ce-43b8-b7fc-3ee41a8ed270","block_type":"box","text":"The rates that traditional regulated utility companies may charge their customers generally are subject to review and","page_number":31,"box":{"x":88,"y":603,"width":817,"height":13}},{"id":"5b4a3082-ff70-4d85-8939-a77b3155d22a","block_type":"box","text":"limitation by governmental regulatory commissions. Rate changes may occur only after a prolonged approval period or may","page_number":31,"box":{"x":89,"y":618,"width":868,"height":13}},{"id":"7cdfae39-2911-4431-b1f3-f5dc93de61c1","block_type":"box","text":"not occur at all, which could adversely affect utility companies when costs are rising. The value of regulated utility debt","page_number":31,"box":{"x":89,"y":633,"width":832,"height":13}},{"id":"41a26d48-1834-49e3-8050-e76f12e4b089","block_type":"box","text":"securities (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates.","page_number":31,"box":{"x":89,"y":649,"width":860,"height":12}},{"id":"9494ad7f-7362-4d9c-ba4f-5636d92d30b6","block_type":"box","text":"Certain utility companies have experienced full or partial deregulation in recent years. These utility companies are frequently","page_number":31,"box":{"x":89,"y":664,"width":868,"height":12}},{"id":"77be4189-b986-4684-b88b-3771d88e5316","block_type":"box","text":"more similar to industrial companies in that they are subject to greater competition and have been permitted by regulators to","page_number":31,"box":{"x":89,"y":679,"width":876,"height":12}},{"id":"411cecf0-d1fb-438d-852e-60c161dbc723","block_type":"box","text":"diversify outside of their original geographic regions and their traditional lines of business. As a result, some companies may","page_number":31,"box":{"x":89,"y":694,"width":869,"height":12}},{"id":"d18f3816-502a-4394-b793-a6a2a05d8801","block_type":"box","text":"be forced to defend their core business and may be less profitable. 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Please refer to the table below,","page_number":31,"box":{"x":88,"y":826,"width":864,"height":13}},{"id":"69f820ff-e7c7-4cd3-a263-d05d88960fe6","block_type":"box","text":"which discloses the policy applicable to each Fund in this SAI. Information that does not apply to a Fund does not form a part","page_number":31,"box":{"x":88,"y":841,"width":879,"height":13}},{"id":"31d8e451-046b-40b3-9e2a-f9b3b345831d","block_type":"box","text":"17","page_number":31,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"47f0e9a2-17fe-4751-9066-08f0ee6d7a7d","block_type":"box","text":"of that Fund’s SAI and should not be relied on by investors in that Fund. 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the Funds, the terms of the current registration statements and federal securities","page_number":33,"box":{"x":121,"y":348,"width":824,"height":12}},{"id":"74ba0001-424c-45bb-b250-761eab5c2ff4","block_type":"box","text":"laws and regulations thereunder.","page_number":33,"box":{"x":122,"y":363,"width":227,"height":12}},{"id":"e5a65183-4029-48d7-9836-808a738c7758","block_type":"box","text":"•","page_number":33,"box":{"x":89,"y":386,"width":4,"height":4}},{"id":"d0525e99-cc70-46bc-82a1-5ab50e975033","block_type":"box","text":"Liquidity Metrics:","page_number":33,"box":{"x":122,"y":383,"width":123,"height":12}},{"id":"44beeb9d-753c-4e6b-bb70-118c74460bbc","block_type":"box","text":"“Liquidity Metrics,” which seek to ascertain a Fund’s liquidity profile under BlackRock’s global liquidity","page_number":33,"box":{"x":251,"y":383,"width":714,"height":12}},{"id":"1c3cb055-0b1b-400a-9dc6-22b7a5bc365d","block_type":"box","text":"risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to liquidate a","page_number":33,"box":{"x":122,"y":398,"width":798,"height":12}},{"id":"deb3d4bb-0e9f-497c-9e54-57736766e99f","block_type":"box","text":"portfolio or the portfolio’s underlying investments; and (b) the percentage of a Fund’s NAV invested in a particular","page_number":33,"box":{"x":121,"y":413,"width":796,"height":12}},{"id":"ce956f89-904a-455c-adea-145a39dbdb88","block_type":"box","text":"liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity metrics","page_number":33,"box":{"x":122,"y":428,"width":816,"height":12}},{"id":"df828969-29ad-4466-9251-f879acfd9ce7","block_type":"box","text":"data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not permitted","page_number":33,"box":{"x":121,"y":443,"width":831,"height":13}},{"id":"34a33ab4-0d10-400e-a2e2-8eab81f98c44","block_type":"box","text":"unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar quarter-end","page_number":33,"box":{"x":122,"y":458,"width":828,"height":13}},{"id":"ba1ad5bf-42f3-4844-9a47-b27aed75f742","block_type":"box","text":"requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer. Portfolio","page_number":33,"box":{"x":122,"y":473,"width":821,"height":13}},{"id":"61017bc3-f904-4d86-9d47-87a588619b03","block_type":"box","text":"level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the approval of","page_number":33,"box":{"x":122,"y":489,"width":810,"height":12}},{"id":"4e5b16f3-333e-46a3-afc7-f974644dc10b","block_type":"box","text":"portfolio management and must be disclosed to all parties requesting the information if disclosed to any party.","page_number":33,"box":{"x":121,"y":504,"width":774,"height":12}},{"id":"0969216c-c435-470c-9361-3ea4ee068f53","block_type":"box","text":"The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to","page_number":33,"box":{"x":88,"y":530,"width":863,"height":13}},{"id":"277750ab-db0b-40c7-a66f-9f40b2980e4f","block_type":"box","text":"the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews","page_number":33,"box":{"x":88,"y":545,"width":873,"height":13}},{"id":"ceaf8efa-6cda-48f9-ba28-0ce1cc7e7fcb","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":33,"box":{"x":88,"y":560,"width":635,"height":13}},{"id":"fe4fbc91-fda7-4224-b4ba-7fd247b850d1","block_type":"box","text":"Investment Policies","page_number":33,"box":{"x":91,"y":591,"width":318,"height":23}},{"id":"a8b8eda6-1455-447e-9bb2-c945ab456b6b","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":33,"box":{"x":88,"y":632,"width":835,"height":13}},{"id":"e7754d44-a3ad-4141-9471-01dcaff68424","block_type":"box","text":"without the approval of the holders of a majority of the applicable Fund’s outstanding voting securities. A vote of a majority","page_number":33,"box":{"x":88,"y":647,"width":866,"height":13}},{"id":"9016d1cf-8e08-4266-a8af-957bafb389cc","block_type":"box","text":"of the outstanding voting securities of a Fund is defined in the 1940 Act as the lesser of (i) 67% or more of the voting","page_number":33,"box":{"x":89,"y":662,"width":819,"height":13}},{"id":"3eb0dbcf-cb62-4581-bd36-9daccc69e092","block_type":"box","text":"securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities of the Fund","page_number":33,"box":{"x":89,"y":678,"width":872,"height":12}},{"id":"f72bca69-1c95-48e9-80dc-2dd890b80315","block_type":"box","text":"are present or represented by proxy, or (ii) more than 50% of outstanding voting securities of the Fund. Each Fund has also","page_number":33,"box":{"x":89,"y":693,"width":860,"height":12}},{"id":"ec5ca06f-f652-489c-b2f8-c2bf4098867c","block_type":"box","text":"adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental investment","page_number":33,"box":{"x":89,"y":708,"width":835,"height":12}},{"id":"e4bb0d7e-1e82-473b-8d4b-fe052c89b774","block_type":"box","text":"policies may be changed by the Board without shareholder approval. Therefore, each Fund may change its investment","page_number":33,"box":{"x":89,"y":723,"width":825,"height":12}},{"id":"30ad2797-7d98-4be4-ab05-f9c4960d30a7","block_type":"box","text":"objective without shareholder approval.","page_number":33,"box":{"x":89,"y":738,"width":276,"height":12}},{"id":"9ea51a06-cc14-4608-95a8-5693de6cb569","block_type":"box","text":"Fundamental Investment Policies of the Funds.","page_number":33,"box":{"x":89,"y":765,"width":335,"height":9}},{"id":"2f895ea6-8ec3-4cca-9a0f-9a6117bbd41c","block_type":"box","text":"The Funds may not:","page_number":33,"box":{"x":88,"y":791,"width":139,"height":12}},{"id":"66179ed9-338e-46dd-976d-5dce3a89b113","block_type":"box","text":"1. Purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after","page_number":33,"box":{"x":90,"y":811,"width":866,"height":12}},{"id":"de7c78e4-bfe7-46de-bf82-e080c7a80146","block_type":"box","text":"the purchase and as a result thereof, the value of a Fund’s investments in that industry would equal or exceed 25% of","page_number":33,"box":{"x":127,"y":826,"width":823,"height":13}},{"id":"afcd4ec2-eeac-4612-b10c-06593b7399ef","block_type":"box","text":"the current value of a Fund’s total assets, provided that this restriction does not limit a Fund’s: (i) investments in","page_number":33,"box":{"x":127,"y":841,"width":783,"height":13}},{"id":"0a54d4ee-4227-4a6b-8c64-81e8fa5401f6","block_type":"box","text":"19","page_number":33,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"4bade52f-b849-40a7-b4cc-178965c52feb","block_type":"box","text":"securities of other investment companies, (ii) investments in securities issued or guaranteed by the U.S. government, its","page_number":34,"box":{"x":128,"y":44,"width":836,"height":12}},{"id":"38a504c6-2944-4b13-8110-af744f72b81a","block_type":"box","text":"agencies or instrumentalities, or (iii) investments in repurchase agreements collateralized by U.S. government securities.","page_number":34,"box":{"x":128,"y":59,"width":838,"height":12}},{"id":"f5fa01f7-1c9a-4a8b-b11e-eeab42d40e78","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":34,"box":{"x":89,"y":79,"width":545,"height":13}},{"id":"9a7d83fe-624f-4b42-9789-3d07b27413f6","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":34,"box":{"x":89,"y":99,"width":699,"height":13}},{"id":"d9e4f984-ac43-4364-9d83-07e402d6af84","block_type":"box","text":"4. Purchase or hold real estate, except each Fund may purchase and hold securities or other instruments that are secured","page_number":34,"box":{"x":88,"y":119,"width":872,"height":13}},{"id":"01d34e38-25bc-45ed-9226-7d24e5b0d58d","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities","page_number":34,"box":{"x":128,"y":135,"width":814,"height":12}},{"id":"d996201d-46f8-425f-bd69-38db4cdbbcca","block_type":"box","text":"and securities of issuers engaged in the real estate business, and each Fund may purchase and hold real estate as a","page_number":34,"box":{"x":128,"y":150,"width":806,"height":12}},{"id":"94cf52a4-943f-491d-b64e-632df932ab6f","block_type":"box","text":"result of the ownership of securities or other instruments.","page_number":34,"box":{"x":128,"y":165,"width":403,"height":12}},{"id":"09d03c5b-253e-4b70-ae34-a0c5725c8370","block_type":"box","text":"5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by each Fund may be","page_number":34,"box":{"x":89,"y":185,"width":850,"height":12}},{"id":"d35f6da9-7b50-46de-a53f-357af981e800","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":34,"box":{"x":128,"y":200,"width":523,"height":12}},{"id":"9f6a4641-3b52-4f91-b4b1-10a65aa6077f","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":34,"box":{"x":89,"y":220,"width":798,"height":13}},{"id":"5efb2bfa-2ef7-411d-82b6-85d2d53188b2","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":34,"box":{"x":89,"y":240,"width":521,"height":13}},{"id":"df083a2f-8e07-4b01-84e3-3f1e978f0f1c","block_type":"box","text":"Notations Regarding each Fund’s Fundamental Investment Policies","page_number":34,"box":{"x":88,"y":267,"width":487,"height":12}},{"id":"e442aa99-2be4-4612-bb90-7df8a32a0ed8","block_type":"box","text":"The following notations are not considered to be part of each Fund’s fundamental investment policies and are subject to","page_number":34,"box":{"x":88,"y":293,"width":843,"height":13}},{"id":"253948cc-ed35-4e89-9ebf-90e252fadb17","block_type":"box","text":"change without shareholder approval.","page_number":34,"box":{"x":89,"y":308,"width":265,"height":13}},{"id":"ebc32fab-c510-45e2-be05-ec1f43db35a6","block_type":"box","text":"With respect to the fundamental policy relating to concentration set forth in (1) above, the Investment Company Act does","page_number":34,"box":{"x":88,"y":335,"width":853,"height":12}},{"id":"7482da7c-aa94-453b-b4fc-65bcc49f1d1b","block_type":"box","text":"not define what constitutes “concentration” in an industry. The SEC staff has taken the position that investment of 25% or","page_number":34,"box":{"x":89,"y":350,"width":855,"height":12}},{"id":"2bf3e92e-83b0-4527-b3d9-497625498a8e","block_type":"box","text":"more of a fund’s total assets in one or more issuers conducting their principal activities in the same industry or group of","page_number":34,"box":{"x":89,"y":365,"width":840,"height":12}},{"id":"0152c768-ab5a-4047-b083-34efbb8d6300","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":34,"box":{"x":89,"y":380,"width":877,"height":13}},{"id":"4cff21f3-6ceb-4d0c-a04d-716cae606c1c","block_type":"box","text":"in (1) above will be interpreted to refer to concentration as that term may be interpreted from time to time. The policy also","page_number":34,"box":{"x":89,"y":395,"width":856,"height":13}},{"id":"1ca0729b-59d7-47f6-927f-fb7a8b69c3ed","block_type":"box","text":"will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or","page_number":34,"box":{"x":88,"y":410,"width":861,"height":13}},{"id":"d17b692c-49a2-4b18-80cd-1644835afaed","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":34,"box":{"x":89,"y":426,"width":805,"height":12}},{"id":"1b72d6d7-5484-421d-8706-092f10697ac4","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":34,"box":{"x":89,"y":441,"width":848,"height":12}},{"id":"9411d48d-26a4-4d0e-a620-2ca3ce1dc824","block_type":"box","text":"issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on","page_number":34,"box":{"x":89,"y":456,"width":820,"height":12}},{"id":"e70da666-bc69-4915-8655-97ae70f7b99f","block_type":"box","text":"investment in issuers domiciled in a single jurisdiction or country. Finance companies will be considered to be in the","page_number":34,"box":{"x":89,"y":471,"width":809,"height":12}},{"id":"f5247cde-769c-4f4e-b557-94aa526aef5b","block_type":"box","text":"industries of their parents if their activities are primarily related to financing the activities of the parents. Each foreign","page_number":34,"box":{"x":89,"y":486,"width":815,"height":12}},{"id":"958355ee-7359-461f-a147-06b6dc50f122","block_type":"box","text":"government will be considered to be a member of a separate industry. With respect to each Fund’s industry classifications,","page_number":34,"box":{"x":89,"y":501,"width":856,"height":13}},{"id":"a5537eef-ab1d-40ec-8977-c6551c6e7b62","block_type":"box","text":"each Fund currently utilizes any one or more of the industry sub-classifications used by one or more widely recognized","page_number":34,"box":{"x":89,"y":516,"width":829,"height":13}},{"id":"3b13ffc9-7134-4768-8d48-7b033a151679","block_type":"box","text":"market indexes or rating group indexes, and/or as defined by Fund management. The policy also will be interpreted to give","page_number":34,"box":{"x":89,"y":531,"width":860,"height":13}},{"id":"fa4f8f67-d5d5-4473-91a6-86e94030f6c0","block_type":"box","text":"broad authority to each Fund as to how to classify issuers within or among industries.","page_number":34,"box":{"x":89,"y":547,"width":600,"height":12}},{"id":"de3a1ed8-f033-47bf-968e-68c07eb711a8","block_type":"box","text":"With respect to the fundamental policy relating to borrowing money set forth in (2) above, the Investment Company Act","page_number":34,"box":{"x":88,"y":573,"width":844,"height":12}},{"id":"e5e206fc-e698-4776-9285-bd5b0ad4a137","block_type":"box","text":"permits each Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose,","page_number":34,"box":{"x":89,"y":588,"width":850,"height":12}},{"id":"baab6229-4014-4764-bd9b-3bea6f59ad8e","block_type":"box","text":"and to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (Each Fund’s total","page_number":34,"box":{"x":89,"y":603,"width":851,"height":13}},{"id":"d5ef2ac1-e64d-4791-8a97-bceeebfd6cb1","block_type":"box","text":"assets include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires","page_number":34,"box":{"x":89,"y":618,"width":877,"height":13}},{"id":"89d7d308-d35c-4c78-b294-acf0c949124b","block_type":"box","text":"each Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage","page_number":34,"box":{"x":89,"y":633,"width":841,"height":13}},{"id":"4968134f-20e3-4cca-9358-a9b4c86caa8f","block_type":"box","text":"means the ratio that the value of each Fund’s total assets (including amounts borrowed), minus liabilities other than","page_number":34,"box":{"x":89,"y":649,"width":813,"height":12}},{"id":"2816368b-0c1a-4462-b0f3-0b4ebd19b472","block_type":"box","text":"borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as","page_number":34,"box":{"x":89,"y":664,"width":857,"height":12}},{"id":"53319420-0ce1-440f-99be-972db7467717","block_type":"box","text":"“leveraging.” Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be","page_number":34,"box":{"x":89,"y":679,"width":851,"height":12}},{"id":"84651ddf-6863-4bb3-9acf-82f4963ec60c","block_type":"box","text":"borrowings or involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f","page_number":34,"box":{"x":89,"y":694,"width":878,"height":12}},{"id":"b9f6cfb0-1646-4f9d-8933-5b3e955e1cb0","block_type":"box","text":"4 under the Investment Company Act, when each Fund engages in reverse repurchase agreements and similar financing","page_number":34,"box":{"x":88,"y":709,"width":843,"height":12}},{"id":"90b9681b-9988-494b-9b5f-bd09cf736c02","block_type":"box","text":"transactions, the Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any","page_number":34,"box":{"x":88,"y":724,"width":845,"height":13}},{"id":"fd2f7495-7f82-4a28-94ae-1ed91577a38e","block_type":"box","text":"other borrowings in the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule 18f-4","page_number":34,"box":{"x":89,"y":739,"width":851,"height":13}},{"id":"55c56d64-e734-4cd1-843d-5f422e024b74","block_type":"box","text":"with respect to such transactions. Short-term credits necessary for the settlement of securities transactions and","page_number":34,"box":{"x":88,"y":754,"width":784,"height":13}},{"id":"b1a413c4-a07e-4f17-9e78-c67a0e956ea3","block_type":"box","text":"arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and","page_number":34,"box":{"x":89,"y":770,"width":834,"height":12}},{"id":"2e49cfd2-9944-4f13-a066-ba0a8e6c0a01","block_type":"box","text":"investments that may involve leverage but are not considered to be borrowings are not subject to the policy.","page_number":34,"box":{"x":89,"y":785,"width":754,"height":12}},{"id":"82bf8322-c2a2-404b-911d-bd286c98f348","block_type":"box","text":"With respect to the fundamental policy relating to underwriting set forth in (5) above, the Investment Company Act does not","page_number":34,"box":{"x":88,"y":811,"width":875,"height":12}},{"id":"76ae665f-08a5-404c-8c4f-cb739da35723","block_type":"box","text":"prohibit a fund from engaging in the underwriting business or from underwriting the securities of other issuers; in fact, in the","page_number":34,"box":{"x":89,"y":826,"width":876,"height":13}},{"id":"2f837752-1e8c-4470-b737-6354856ac777","block_type":"box","text":"case of diversified funds, the Investment Company Act permits a fund to have underwriting commitments of up to 25% of its","page_number":34,"box":{"x":89,"y":841,"width":876,"height":13}},{"id":"654e3b62-c757-426f-8843-fdd13d955ee3","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":34,"box":{"x":89,"y":856,"width":788,"height":13}},{"id":"fe71c7f4-1e6f-4d30-96e3-b0e851d04b14","block_type":"box","text":"20","page_number":34,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"dafe7bdb-4d1a-4f59-b094-9cbbd8f7a942","block_type":"box","text":"commitments, when added to the value of a fund’s investments in issuers where a fund owns more than 10% of the","page_number":35,"box":{"x":89,"y":44,"width":813,"height":11}},{"id":"c773ead4-e3a7-4dae-b909-5d634be21201","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":35,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"d2beec07-548a-45cc-a397-a3c4ddb8f420","block_type":"box","text":"acquisition or disposition of portfolio securities may be considered to be an underwriter under the 1933 Act. Although it is","page_number":35,"box":{"x":89,"y":74,"width":854,"height":12}},{"id":"baf7d3a0-ee56-4f85-b3a5-a658929c9d9a","block_type":"box","text":"not believed that the application of the 1933 Act provisions described above would cause a fund to be engaged in the","page_number":35,"box":{"x":89,"y":89,"width":822,"height":13}},{"id":"d86d0c7c-6668-4d26-a6d3-803c58e36116","block_type":"box","text":"business of underwriting, the policy in (5) above will be interpreted not to prevent a fund from engaging in transactions","page_number":35,"box":{"x":89,"y":104,"width":836,"height":13}},{"id":"46c598d3-c5c0-4933-b8ff-0545cd6affaa","block_type":"box","text":"involving the acquisition or disposition of portfolio securities, regardless of whether a fund may be considered to be an","page_number":35,"box":{"x":89,"y":119,"width":829,"height":13}},{"id":"7dfc62cd-336b-442c-a1eb-8597c58546b9","block_type":"box","text":"underwriter under the 1933 Act or is otherwise engaged in the underwriting business to the extent permitted by applicable","page_number":35,"box":{"x":89,"y":135,"width":860,"height":12}},{"id":"31ab4db7-3f26-42a3-af32-00055422b273","block_type":"box","text":"law.","page_number":35,"box":{"x":89,"y":150,"width":25,"height":9}},{"id":"b02cfad9-a6c7-4137-9dd4-cd007b3e7e09","block_type":"box","text":"With respect to the fundamental policy relating to lending set forth in (7) above, the Investment Company Act does not","page_number":35,"box":{"x":88,"y":176,"width":836,"height":13}},{"id":"da9bfd09-85ad-466e-bde9-6c0cb616b885","block_type":"box","text":"prohibit each Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":35,"box":{"x":89,"y":191,"width":866,"height":13}},{"id":"7a4122d0-8cd8-4fd7-b9bd-b99cb546831d","block_type":"box","text":"funds from lending more than one-third of their total assets (including lending its securities), except through the purchase of","page_number":35,"box":{"x":88,"y":206,"width":878,"height":13}},{"id":"7dd91696-6d07-4f40-b11d-7a811242ee25","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":35,"box":{"x":89,"y":222,"width":861,"height":12}},{"id":"588da940-429d-4bb2-af28-8abd07f43499","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":35,"box":{"x":89,"y":237,"width":841,"height":12}},{"id":"aaa0b1ea-20b8-4784-9d2d-f050ee34f3ea","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":35,"box":{"x":89,"y":252,"width":363,"height":11}},{"id":"b3801095-0cdf-4125-ad95-bfb214dc54ba","block_type":"box","text":"Non-Fundamental Investment Policies of the Funds.","page_number":35,"box":{"x":89,"y":278,"width":372,"height":10}},{"id":"b75a51a2-d110-46a1-81ea-0957e7ae24d2","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, each","page_number":35,"box":{"x":89,"y":305,"width":870,"height":12}},{"id":"060377fd-b627-4452-8355-c72eb2505694","block_type":"box","text":"Fund may not:","page_number":35,"box":{"x":89,"y":320,"width":100,"height":12}},{"id":"b5867c57-5b44-4498-9ac1-4ebc65d0c70d","block_type":"box","text":"1. Purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on","page_number":35,"box":{"x":90,"y":340,"width":841,"height":12}},{"id":"25752b35-8343-486c-a044-558a179fdbcf","block_type":"box","text":"Section 12(d)(1)(F) or (G) of the Investment Company Act, at any time the Fund has knowledge that its shares are","page_number":35,"box":{"x":128,"y":355,"width":800,"height":12}},{"id":"4eae6d57-0e02-4d05-8783-2a4b5453595c","block_type":"box","text":"purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section","page_number":35,"box":{"x":128,"y":370,"width":785,"height":13}},{"id":"bd430c09-1075-4b87-b0d5-bd5fa9d2d912","block_type":"box","text":"12(d)(1). The foregoing restriction does not restrict the Fund from acquiring the shares of registered open-end","page_number":35,"box":{"x":129,"y":385,"width":773,"height":13}},{"id":"83eb6552-3a58-4440-8a9d-9f4c51bcf8d7","block_type":"box","text":"investment companies to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted,","page_number":35,"box":{"x":128,"y":400,"width":793,"height":13}},{"id":"7238ddcf-f99f-4129-b0a0-8eb18764b0cc","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":35,"box":{"x":128,"y":416,"width":659,"height":12}},{"id":"279c3e99-5348-46b0-b725-615e5f1d27a4","block_type":"box","text":"2. Under normal market conditions, invest less than 80% of its net assets (plus any borrowings for investment purposes)","page_number":35,"box":{"x":89,"y":436,"width":865,"height":12}},{"id":"65dd6250-38b1-406c-82da-033754411286","block_type":"box","text":"in securities or other instruments that provide exposure to securities of large capitalization companies or that provide","page_number":35,"box":{"x":128,"y":451,"width":821,"height":12}},{"id":"d48fa904-a273-4e4c-ac3e-bd2edac4c7d0","block_type":"box","text":"for the upside limit on gains or the downside protection against the losses of securities of large capitalization","page_number":35,"box":{"x":127,"y":466,"width":762,"height":12}},{"id":"44e139cf-d5ec-48ce-b63e-53a5f479027a","block_type":"box","text":"companies (applicable to the iShares Large Cap Max Buffer Mar ETF, iShares Large Cap Max Buffer Jun ETF, iShares","page_number":35,"box":{"x":128,"y":481,"width":801,"height":12}},{"id":"4e0c7924-1f88-4f79-b95e-7cd68238a362","block_type":"box","text":"Large Cap Max Buffer Sep ETF and iShares Large Cap Max Buffer Dec ETF).","page_number":35,"box":{"x":128,"y":496,"width":522,"height":13}},{"id":"82a783ec-02d1-4e1d-bd51-d5d3e8826893","block_type":"box","text":"3. Under normal market conditions, invest less than 80% of its net assets (plus any borrowings for investment purposes)","page_number":35,"box":{"x":89,"y":523,"width":865,"height":12}},{"id":"5b2d116b-ff2f-4290-9f52-1fd0d708eb39","block_type":"box","text":"in securities or other instruments that provide exposure to securities of large-capitalization companies or that provide","page_number":35,"box":{"x":128,"y":538,"width":823,"height":12}},{"id":"743f08d0-5516-49d7-8ff9-9de299994715","block_type":"box","text":"for the Accelerated Return or for the Approximate Cap with respect to securities of large-capitalization companies","page_number":35,"box":{"x":127,"y":553,"width":797,"height":12}},{"id":"9da76539-a26a-441a-9167-15b766b46ab3","block_type":"box","text":"(applicable to the iShares Large Cap Accelerated Outcome ETF).","page_number":35,"box":{"x":128,"y":568,"width":448,"height":12}},{"id":"623d77e0-aac4-46a1-abc5-03c3749588bf","block_type":"box","text":"A Fund will notify its shareholders at least 60 days prior to any change in its restrictions described in 2 or 3 above.","page_number":35,"box":{"x":88,"y":594,"width":796,"height":13}},{"id":"b9671755-b4f9-4848-905d-6e31bb107b14","block_type":"box","text":"Notations Regarding each Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":35,"box":{"x":88,"y":621,"width":656,"height":12}},{"id":"33081608-d9f3-4bb9-91b8-d198885d065a","block_type":"box","text":"Unless otherwise indicated, all limitations under a Fund’s fundamental or non-fundamental investment restrictions apply","page_number":35,"box":{"x":89,"y":647,"width":846,"height":13}},{"id":"3b2ebf22-98b3-4ed3-be87-07f7d070c9d2","block_type":"box","text":"only at the time that a transaction is undertaken. Any change in the percentage of a Fund’s assets invested in certain","page_number":35,"box":{"x":89,"y":662,"width":815,"height":13}},{"id":"8aa11225-d5fc-4507-be53-a024f5c679dc","block_type":"box","text":"securities or other instruments resulting from market fluctuations or other changes in a Fund’s total assets will not require","page_number":35,"box":{"x":89,"y":678,"width":856,"height":12}},{"id":"b07fbd0d-0a1f-4f49-82d2-40ab19693195","block_type":"box","text":"the Fund to dispose of an investment.","page_number":35,"box":{"x":88,"y":693,"width":264,"height":12}},{"id":"229c1b13-aa23-4dec-97a9-947ae5ae521c","block_type":"box","text":"Continuous Offering","page_number":35,"box":{"x":90,"y":723,"width":338,"height":30}},{"id":"7eeaaebf-b56a-42e3-95b0-19dbb151da87","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":35,"box":{"x":88,"y":765,"width":821,"height":12}},{"id":"20d9a095-35b1-420c-a81e-e1fc8e95efae","block_type":"box","text":"Because new Creation Units are issued and sold by the Funds on an ongoing basis, at any point a “distribution,” as such term","page_number":35,"box":{"x":89,"y":780,"width":873,"height":12}},{"id":"96267182-d112-4fc2-bdfa-f63ef82593d7","block_type":"box","text":"is used in the 1933 Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may,","page_number":35,"box":{"x":89,"y":795,"width":849,"height":12}},{"id":"e278716d-14c7-4b19-83f9-fb137a7e0cdc","block_type":"box","text":"depending on the circumstances, result in their being deemed participants in a distribution in a manner that could render","page_number":35,"box":{"x":89,"y":810,"width":849,"height":12}},{"id":"e3973832-69f7-4613-ada3-aac686d910b6","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":35,"box":{"x":88,"y":825,"width":877,"height":12}},{"id":"5dad4f10-812a-4469-8d3b-54e71e14acc0","block_type":"box","text":"For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing","page_number":35,"box":{"x":89,"y":851,"width":860,"height":13}},{"id":"b88ff2e7-cf6f-4d6e-b33d-75ef50258a72","block_type":"box","text":"an order with the Distributor, breaks them down into constituent shares and sells such shares directly to customers or if it","page_number":35,"box":{"x":89,"y":867,"width":853,"height":12}},{"id":"3dd08ca2-cb0d-44f3-b50e-88ba0aadd1b7","block_type":"box","text":"21","page_number":35,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"60529654-ac18-4570-8ced-1a171cb19ff9","block_type":"box","text":"chooses to couple the creation of new shares with an active selling effort involving solicitation of secondary market demand","page_number":36,"box":{"x":89,"y":44,"width":868,"height":12}},{"id":"1ba4a1ec-45d2-476b-bae0-5f5628c81a86","block_type":"box","text":"for shares. A determination of whether one is an underwriter for purposes of the 1933 Act must take into account all of the","page_number":36,"box":{"x":88,"y":59,"width":863,"height":12}},{"id":"f0c67d41-9bbb-44dd-aaf3-3a13995fe640","block_type":"box","text":"facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case and the examples","page_number":36,"box":{"x":88,"y":74,"width":861,"height":12}},{"id":"d73f6eb5-2543-49ad-a44d-85958bd87a69","block_type":"box","text":"mentioned above should not be considered a complete description of all the activities that could lead to a categorization as","page_number":36,"box":{"x":89,"y":89,"width":862,"height":13}},{"id":"082af4a0-8588-4607-ae36-93421ccc7d11","block_type":"box","text":"an underwriter.","page_number":36,"box":{"x":89,"y":104,"width":105,"height":10}},{"id":"9a7e0c41-ccc5-4273-a061-b2da7d753f0a","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":36,"box":{"x":89,"y":131,"width":817,"height":12}},{"id":"b7711303-22be-46c7-a98f-d8244cb4f919","block_type":"box","text":"whether or not participating in the distribution of shares, generally are required to deliver a prospectus. This is because the","page_number":36,"box":{"x":88,"y":146,"width":858,"height":12}},{"id":"4dc66696-49d0-4214-bf9c-78ea5004058d","block_type":"box","text":"prospectus delivery exemption in Section 4(a)(3) of the 1933 Act is not available in respect of such transactions as a result of","page_number":36,"box":{"x":89,"y":161,"width":875,"height":12}},{"id":"9fbf5d79-035d-49e3-8f22-54513f515e11","block_type":"box","text":"Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the Funds are","page_number":36,"box":{"x":88,"y":176,"width":831,"height":13}},{"id":"5517f072-95c8-4df8-ae21-540810f6b6ee","block_type":"box","text":"reminded that, pursuant to Rule 153 under the 1933 Act, a prospectus delivery obligation under Section 5(b)(2) of the 1933","page_number":36,"box":{"x":89,"y":191,"width":864,"height":13}},{"id":"4b37b38e-96f5-4c93-a7ec-419388b7b034","block_type":"box","text":"Act owed to an exchange member in connection with a sale on the Listing Exchange generally is satisfied by the fact that the","page_number":36,"box":{"x":88,"y":206,"width":875,"height":13}},{"id":"a5e37367-3653-4aad-bde3-6cff4d84cbef","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":36,"box":{"x":89,"y":222,"width":845,"height":12}},{"id":"10d0e51d-6d45-4d19-ac04-e0ccb27deb2d","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":36,"box":{"x":89,"y":237,"width":412,"height":12}},{"id":"c73d8e50-a188-4715-97f9-1a080f794f2f","block_type":"box","text":"Management","page_number":36,"box":{"x":90,"y":269,"width":225,"height":28}},{"id":"9e7df3d0-7c32-4db0-aeb5-33c1b144c89e","block_type":"box","text":"Trustees and Officers.","page_number":36,"box":{"x":88,"y":308,"width":157,"height":10}},{"id":"6e292222-b58a-4846-8a31-80501e4465fb","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Funds, including","page_number":36,"box":{"x":254,"y":308,"width":670,"height":13}},{"id":"fe6e545e-880c-4806-83f1-8d263caadb95","block_type":"box","text":"general supervision of the duties performed by BFA and other service providers. Each Trustee serves until he or she resigns, is","page_number":36,"box":{"x":89,"y":324,"width":875,"height":12}},{"id":"98427854-d811-4fb2-8850-a6a7e156e032","block_type":"box","text":"removed, dies, retires or becomes incapacitated. Each officer shall hold office until his or her successor is elected and","page_number":36,"box":{"x":89,"y":339,"width":817,"height":12}},{"id":"50c40844-fe74-42d4-a4b4-290e2efa628b","block_type":"box","text":"qualifies or until his or her death, resignation or removal. Trustees who are not “interested persons” (as defined in the 1940","page_number":36,"box":{"x":89,"y":354,"width":861,"height":12}},{"id":"117b8306-5c83-4c66-9b7e-6ee03691e022","block_type":"box","text":"Act) of the Trust are referred to as independent trustees (“Independent Trustees”).","page_number":36,"box":{"x":88,"y":369,"width":578,"height":12}},{"id":"f313b757-2a8d-450e-9c1f-8d842138b7f7","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":36,"box":{"x":88,"y":395,"width":867,"height":13}},{"id":"eac9d633-31f0-44b4-8010-ff75756a382d","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":36,"box":{"x":89,"y":410,"width":857,"height":13}},{"id":"9d703fba-07b3-4211-a28a-959ec07abf99","block_type":"box","text":"Complex”). Each Fund is included in the iShares Complex, which includes iShares Trust, iShares U.S. ETF Trust, and iShares,","page_number":36,"box":{"x":89,"y":426,"width":861,"height":12}},{"id":"5a1640a1-42e1-4804-8f5c-9501ca7f2838","block_type":"box","text":"Inc. Each Trustee also serves as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust and, as a result, oversees all","page_number":36,"box":{"x":89,"y":441,"width":869,"height":11}},{"id":"179d2fb8-5297-443d-be63-5f7db0bd34db","block_type":"box","text":"of the funds within the iShares Complex, which consists of 424 funds as of November 28, 2025. With the exception of","page_number":36,"box":{"x":89,"y":456,"width":824,"height":12}},{"id":"20d3dd76-a5db-486f-9f2a-edf171d3cd11","block_type":"box","text":"Stephen Cohen, Robert S. Kapito and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400","page_number":36,"box":{"x":88,"y":471,"width":861,"height":12}},{"id":"0d9927f3-79af-4932-8e04-11cec5cab8fb","block_type":"box","text":"Howard Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson","page_number":36,"box":{"x":89,"y":486,"width":849,"height":12}},{"id":"672299bc-ea88-4e50-bb16-72f9430bd1e2","block_type":"box","text":"Yards, New York, NY 10001. The address of Mr. Cohen is c/o BlackRock, Inc., Drapers Gardens, 12 Throgmorton Avenue,","page_number":36,"box":{"x":88,"y":501,"width":840,"height":13}},{"id":"9509e7ed-cfdb-428c-9196-f82fdf01340c","block_type":"box","text":"London EC2N 2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional","page_number":36,"box":{"x":89,"y":516,"width":848,"height":13}},{"id":"3258e559-02db-4ab1-8960-4607444b5d66","block_type":"box","text":"information about the Funds’ Trustees and officers may be found in this SAI, which is available without charge, upon request,","page_number":36,"box":{"x":89,"y":531,"width":876,"height":13}},{"id":"6a904922-d3e3-49b2-b9a6-60426b771d3f","block_type":"box","text":"by calling toll-free 1-800-iShares (1-800-474-2737).","page_number":36,"box":{"x":89,"y":547,"width":358,"height":12}},{"id":"18fe57ff-2b80-4c42-94b3-c09a23f0591c","block_type":"box","text":"Interested Trustees","page_number":36,"box":{"x":89,"y":573,"width":138,"height":10}},{"id":"dd525203-cd08-488a-99a1-47f60de03cd7","block_type":"box","text":"Name (Year of Birth) Position","page_number":36,"box":{"x":103,"y":613,"width":247,"height":10}},{"id":"892590c6-a8d3-4b32-94c5-ad98af18bdf3","block_type":"box","text":"Principal Occupation(s)","page_number":36,"box":{"x":485,"y":603,"width":135,"height":10}},{"id":"bd090f84-452e-4f7f-b738-551158b74259","block_type":"box","text":"During the Past 5 Years","page_number":36,"box":{"x":486,"y":613,"width":134,"height":10}},{"id":"03b44503-af6f-4826-a8be-275d01005ef2","block_type":"box","text":"Other Directorships","page_number":36,"box":{"x":780,"y":603,"width":113,"height":10}},{"id":"4360a4ec-c10e-40da-a604-b2c1399b4093","block_type":"box","text":"Held by Trustee","page_number":36,"box":{"x":792,"y":613,"width":89,"height":10}},{"id":"2b05997c-8f81-40ad-8307-228d427e66b9","block_type":"box","text":"Robert S. Kapito","page_number":36,"box":{"x":89,"y":635,"width":111,"height":12}},{"id":"fb75db13-6a6c-47ed-855a-202e207b38c4","block_type":"box","text":"1","page_number":36,"box":{"x":202,"y":633,"width":2,"height":6}},{"id":"5363dd24-9246-43c9-9333-8322fc47205e","block_type":"box","text":"(1957)","page_number":36,"box":{"x":89,"y":650,"width":44,"height":12}},{"id":"27b8ce85-0417-44b2-aac0-cc2edcb77db5","block_type":"box","text":"Trustee","page_number":36,"box":{"x":254,"y":635,"width":52,"height":9}},{"id":"9d6d116d-a8c5-415f-84d4-1896ad90f130","block_type":"box","text":"(since 2009).","page_number":36,"box":{"x":255,"y":650,"width":90,"height":12}},{"id":"4a63017a-b0b4-465d-ba22-c5b4871dfe67","block_type":"box","text":"President of BlackRock, Inc. 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(since 2020).","page_number":40,"box":{"x":706,"y":424,"width":118,"height":13}},{"id":"13efab0f-5d82-42ad-a198-39ccaf541c9d","block_type":"box","text":"Elise Terry","page_number":40,"box":{"x":89,"y":445,"width":70,"height":12}},{"id":"ed6ac2af-801a-4dac-9855-9ee461bc6c4f","block_type":"box","text":"(1977)","page_number":40,"box":{"x":89,"y":460,"width":45,"height":12}},{"id":"924e565f-33aa-4a6b-83ce-e8ddc2a952ed","block_type":"box","text":"Executive Vice","page_number":40,"box":{"x":397,"y":445,"width":99,"height":9}},{"id":"ceacae9f-18ac-44cf-8484-feca8f2849f0","block_type":"box","text":"President (since","page_number":40,"box":{"x":397,"y":460,"width":111,"height":12}},{"id":"38266344-9211-4810-8a04-6dda4c825344","block_type":"box","text":"2025).","page_number":40,"box":{"x":397,"y":475,"width":43,"height":12}},{"id":"5b86b225-efef-418a-9768-1a80a59c9c7f","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":40,"box":{"x":705,"y":445,"width":258,"height":12}},{"id":"5e976ff0-a2dc-46b2-91e0-57130cfa0ba7","block_type":"box","text":"(since 2016); Head of U.S. iShares","page_number":40,"box":{"x":705,"y":460,"width":234,"height":12}},{"id":"bc7fe2df-51cf-4ff7-990c-e4a000298602","block_type":"box","text":"(since 2024); Co-Head of Distribution","page_number":40,"box":{"x":705,"y":475,"width":261,"height":12}},{"id":"dad4fb15-b23e-452f-bc6d-20645e775672","block_type":"box","text":"for U.S. Wealth Advisory (2023-2024);","page_number":40,"box":{"x":704,"y":490,"width":264,"height":12}},{"id":"00793cee-b98b-451f-a8e0-a8dc2d012235","block_type":"box","text":"National Sales Manager, Wirehouse","page_number":40,"box":{"x":705,"y":505,"width":247,"height":12}},{"id":"06f50e32-33d0-4016-b3cc-213a8701cca6","block_type":"box","text":"Channel (2020-2023).","page_number":40,"box":{"x":705,"y":520,"width":151,"height":12}},{"id":"8bee6396-2e05-40a9-a35e-bc6574c7b99f","block_type":"box","text":"Daniel Prince","page_number":40,"box":{"x":89,"y":540,"width":91,"height":10}},{"id":"7cd93d62-08ca-455f-b8f4-04e4f577f318","block_type":"box","text":"(1981)","page_number":40,"box":{"x":89,"y":555,"width":44,"height":13}},{"id":"c4a0b999-a802-4455-a20f-09e9ff3d22db","block_type":"box","text":"Executive Vice","page_number":40,"box":{"x":397,"y":541,"width":99,"height":9}},{"id":"ef775653-0ec6-4e59-a602-abc8ae9c4253","block_type":"box","text":"President (since","page_number":40,"box":{"x":397,"y":555,"width":111,"height":13}},{"id":"04a67a75-f934-4acf-8178-eb04a9a739f6","block_type":"box","text":"2025).","page_number":40,"box":{"x":397,"y":570,"width":43,"height":13}},{"id":"8fe23e1c-bc09-4fee-9397-6e1abd323854","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":40,"box":{"x":705,"y":540,"width":258,"height":13}},{"id":"8ad3393f-f008-4bb7-a0f0-ba7ccbe79b9e","block_type":"box","text":"(since 2023); Director of BlackRock,","page_number":40,"box":{"x":705,"y":555,"width":249,"height":13}},{"id":"3b3a82a5-a3db-4542-9036-130c308dce4f","block_type":"box","text":"Inc. (2015-2022); Head of U.S.","page_number":40,"box":{"x":706,"y":570,"width":207,"height":13}},{"id":"4aa833a9-2209-4445-aaa4-8a94757b4005","block_type":"box","text":"iShares Product (since 2025); Head","page_number":40,"box":{"x":705,"y":586,"width":245,"height":12}},{"id":"60400d90-22ea-44c4-b816-0254e8068d04","block_type":"box","text":"of iShares Product Consulting","page_number":40,"box":{"x":705,"y":601,"width":207,"height":12}},{"id":"ccfa214f-ac11-4ef5-9914-fee5567f3426","block_type":"box","text":"(2015-2025).","page_number":40,"box":{"x":705,"y":616,"width":89,"height":12}},{"id":"12df447a-24e7-414b-87d0-127b003f7cf1","block_type":"box","text":"The Board has concluded that, based on each Trustee’s experience, qualifications, attributes or skills on an individual basis","page_number":40,"box":{"x":88,"y":649,"width":857,"height":12}},{"id":"3b43529f-ad1a-4a20-954f-b09a5c6b090a","block_type":"box","text":"and in combination with those of the other Trustees, each Trustee should serve as a Trustee of the Board. Among the","page_number":40,"box":{"x":89,"y":664,"width":820,"height":12}},{"id":"2a1d7e4a-e552-48de-a918-58ea9b901321","block_type":"box","text":"attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to","page_number":40,"box":{"x":89,"y":679,"width":867,"height":12}},{"id":"d4a31c10-d85b-480a-b0c9-7716b57a05c5","block_type":"box","text":"them, to interact effectively with the Funds’ investment adviser, other service providers, counsel and the independent","page_number":40,"box":{"x":88,"y":694,"width":819,"height":12}},{"id":"00c28704-619c-4860-98fd-0673501d1cd7","block_type":"box","text":"registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.","page_number":40,"box":{"x":89,"y":709,"width":872,"height":12}},{"id":"135ce4f9-bbbc-47fe-8b0d-f249ef3ff324","block_type":"box","text":"A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s educational","page_number":40,"box":{"x":88,"y":724,"width":807,"height":13}},{"id":"a8cc7aec-5ba2-41d7-a0f9-e62522c81108","block_type":"box","text":"background or professional training; business, consulting, public service or academic positions; experience from service as a","page_number":40,"box":{"x":89,"y":739,"width":869,"height":13}},{"id":"fb2d0d95-9f7d-493b-aef2-f8f874336026","block_type":"box","text":"Board member of the Funds and the other funds in the Trust (and any predecessor funds), other investment funds, public","page_number":40,"box":{"x":89,"y":754,"width":850,"height":13}},{"id":"f46e7cf1-5956-48ee-b266-b1aa0271520b","block_type":"box","text":"companies, or non-profit entities or other organizations; and/or other life experiences. Also, set forth below is a brief","page_number":40,"box":{"x":89,"y":770,"width":816,"height":12}},{"id":"3c260403-4e87-41d5-82f2-b05ccbb500d3","block_type":"box","text":"discussion of the specific experience, qualifications, attributes or skills of each Trustee that led the Board to conclude that he","page_number":40,"box":{"x":89,"y":785,"width":872,"height":12}},{"id":"2967436b-57bb-4e90-be0c-cae6e57ebc79","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":40,"box":{"x":89,"y":800,"width":383,"height":12}},{"id":"1c97a924-b2f7-4436-9f0a-62e5eb8e670a","block_type":"box","text":"Robert S. Kapito has been a Trustee of the Trust since 2009. Mr. Kapito has also served as a Director of iShares, Inc. since","page_number":40,"box":{"x":89,"y":826,"width":842,"height":13}},{"id":"e20b3359-37d1-4106-8441-6452bca815f1","block_type":"box","text":"2009, a Trustee of iShares U.S. ETF Trust since 2011 and a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a","page_number":40,"box":{"x":89,"y":841,"width":832,"height":13}},{"id":"7ac074a3-0055-4405-9fd5-f6b9b5ee967f","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of experience as part of","page_number":40,"box":{"x":89,"y":856,"width":877,"height":13}},{"id":"01fec28d-cee0-480e-8630-954fcaef0542","block_type":"box","text":"26","page_number":40,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"58effc51-f883-4c8f-acd0-15390596be2c","block_type":"box","text":"BlackRock, Inc. and BlackRock’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of","page_number":41,"box":{"x":89,"y":44,"width":855,"height":12}},{"id":"2a04a73b-82cd-4b9a-9188-7409e5030f36","block_type":"box","text":"the Global Executive Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight","page_number":41,"box":{"x":88,"y":59,"width":880,"height":12}},{"id":"fe8e0dd9-e169-48fa-89e9-d80906f142a9","block_type":"box","text":"of BlackRock’s key operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk &","page_number":41,"box":{"x":89,"y":74,"width":865,"height":12}},{"id":"640097fc-bec0-4399-a70d-f8be0da397f0","block_type":"box","text":"Quantitative Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock,","page_number":41,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"94e483e3-49c9-4088-a41e-8bb251686ff4","block_type":"box","text":"Inc. and Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio","page_number":41,"box":{"x":89,"y":104,"width":823,"height":13}},{"id":"ab06d12d-0dd9-4115-82c4-91991898d96d","block_type":"box","text":"management within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito","page_number":41,"box":{"x":89,"y":119,"width":864,"height":13}},{"id":"d5cf8394-683c-4a1f-ae66-a384672e98de","block_type":"box","text":"serves as a member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of","page_number":41,"box":{"x":89,"y":135,"width":841,"height":12}},{"id":"0945047b-0cf0-4cc4-96fd-3183afb83518","block_type":"box","text":"Dean’s Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children’s Cancer Fund since","page_number":41,"box":{"x":89,"y":150,"width":853,"height":12}},{"id":"54b0aba9-ae14-4e2d-973f-5bf0f936f220","block_type":"box","text":"2002. Mr. Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an","page_number":41,"box":{"x":89,"y":165,"width":876,"height":12}},{"id":"3469b62e-3964-43d4-af76-cfb2088f114c","block_type":"box","text":"MBA degree from Harvard Business School in 1983.","page_number":41,"box":{"x":89,"y":180,"width":360,"height":12}},{"id":"4c045d9c-6ed5-4a89-bc49-6db41cd2db78","block_type":"box","text":"Stephen Cohen has been a Trustee of the Trust since 2024. Mr. Cohen has also served as a Director of iShares, Inc. and a","page_number":41,"box":{"x":88,"y":206,"width":841,"height":13}},{"id":"018a9ec5-1574-4c37-970d-fa9ba5fe8b65","block_type":"box","text":"Trustee of iShares U.S. ETF Trust since 2024. Mr. Cohen has also served as a Director of BlackRock Investment Management","page_number":41,"box":{"x":88,"y":222,"width":865,"height":12}},{"id":"3468a502-04c6-4b2d-9689-e4a27ae53ddc","block_type":"box","text":"(UK) Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen,","page_number":41,"box":{"x":89,"y":237,"width":854,"height":12}},{"id":"c9479dd0-37ef-4e07-9b53-ad2bd6cd3cdc","block_type":"box","text":"Senior Managing Director, is BlackRock’s Chief Product Officer and a member of the Global Executive Committee. Mr. Cohen","page_number":41,"box":{"x":88,"y":252,"width":869,"height":12}},{"id":"76586000-06f4-4917-bdf2-c476bfab0972","block_type":"box","text":"is responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":41,"box":{"x":89,"y":267,"width":856,"height":12}},{"id":"a74ea9be-1dfe-4203-8166-c30da76e43c3","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":41,"box":{"x":89,"y":282,"width":846,"height":12}},{"id":"9834eb2e-c80e-4ccf-8bd8-2a60371349a9","block_type":"box","text":"Active, and Private Markets. Before assuming his current role in January 2024, Mr. Cohen served as the Head of Europe,","page_number":41,"box":{"x":88,"y":297,"width":830,"height":12}},{"id":"72ade11e-e712-4dea-85a0-c85d58d55442","block_type":"box","text":"Middle East and Africa from 2021, leading BlackRock in the region. He was previously Head of the iShares, Index and Wealth","page_number":41,"box":{"x":89,"y":312,"width":866,"height":13}},{"id":"d78e23f9-97a6-4fec-9ebc-c0cb6264067b","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":41,"box":{"x":89,"y":327,"width":857,"height":13}},{"id":"30c26be7-57a7-4d15-af4f-05ff4de8289b","block_type":"box","text":"and distribution of active and index investments, and the firm’s equity index portfolio management capability in the region.","page_number":41,"box":{"x":89,"y":342,"width":861,"height":13}},{"id":"32b28b9b-5c77-44f8-9d8c-507f4976a20e","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":41,"box":{"x":89,"y":358,"width":865,"height":12}},{"id":"49dc080e-42c8-4e8d-b0a1-59bd94c78ebb","block_type":"box","text":"and iShares, and then, in 2016, as Global Head of Fixed Income Indexing. Prior to BlackRock, Mr. Cohen was Global Head of","page_number":41,"box":{"x":89,"y":373,"width":861,"height":12}},{"id":"777b58db-1e74-4548-82fb-3782f4a10237","block_type":"box","text":"Equity Linked Strategy at Nomura Holdings, Inc. Mr. Cohen’s career began at UBS in 1996 before he joined ING Barings in","page_number":41,"box":{"x":89,"y":388,"width":845,"height":12}},{"id":"70e803ab-55ec-406a-b020-ce403254061e","block_type":"box","text":"2003, having served as Director, Fixed Income at each firm. Mr. Cohen earned a Bachelor of Science degree in Economics","page_number":41,"box":{"x":89,"y":403,"width":844,"height":12}},{"id":"dedeb0fc-b0fd-4116-8e7a-539ee0b9ab63","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":41,"box":{"x":88,"y":418,"width":862,"height":12}},{"id":"21da3d35-a4f8-4510-bb33-3bd9dfd0b521","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":41,"box":{"x":89,"y":433,"width":410,"height":13}},{"id":"203b2fa2-be05-42c3-8802-b8b14b8e3a31","block_type":"box","text":"John E. Kerrigan has been a Trustee of the Trust since 2005 and Chair of the Trust’s Board since 2022. Mr. Kerrigan has also","page_number":41,"box":{"x":88,"y":460,"width":858,"height":12}},{"id":"bcf84ff2-6ae6-4ee2-9e6d-15b676fcf9c3","block_type":"box","text":"served as a Director of iShares, Inc. since 2005, a Trustee of iShares U.S. ETF Trust since 2011, Chair of the Equity Plus and","page_number":41,"box":{"x":89,"y":475,"width":849,"height":12}},{"id":"3fff474f-0da3-4429-9500-f51339eaa889","block_type":"box","text":"Nominating and Governance Committees of each Board from 2019 to 2021, and as Chair of each Board since 2022. Mr.","page_number":41,"box":{"x":89,"y":490,"width":830,"height":12}},{"id":"edecddac-308c-49eb-b70a-1663861e6b98","block_type":"box","text":"Kerrigan served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan served as Chief","page_number":41,"box":{"x":89,"y":505,"width":822,"height":12}},{"id":"3f12d714-41a7-4ae0-953c-3a5fefd0814a","block_type":"box","text":"Investment Officer of Santa Clara University from 2002 to 2025. Mr. Kerrigan was formerly a Managing Director at Merrill","page_number":41,"box":{"x":89,"y":520,"width":842,"height":12}},{"id":"cac190df-c042-4815-99e7-d5b1ed110e88","block_type":"box","text":"Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United States.","page_number":41,"box":{"x":89,"y":535,"width":861,"height":13}},{"id":"8862930f-457a-41d5-9064-fbe3e0fc4020","block_type":"box","text":"Mr. Kerrigan has been a Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan","page_number":41,"box":{"x":89,"y":550,"width":869,"height":13}},{"id":"ccc50d62-803f-4e94-9b68-5691677ea86c","block_type":"box","text":"has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder.","page_number":41,"box":{"x":89,"y":565,"width":618,"height":13}},{"id":"4062e60b-941e-4658-9686-8f8ae684b397","block_type":"box","text":"Jane D. Carlin has been a Trustee of the Trust since 2015 and Chair of the Securities Lending Committee since 2025. Ms.","page_number":41,"box":{"x":88,"y":592,"width":837,"height":12}},{"id":"705d5a23-e4aa-4a89-9c5a-ddb5c3a4060a","block_type":"box","text":"Carlin has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2015 and Chair of the","page_number":41,"box":{"x":89,"y":607,"width":819,"height":11}},{"id":"274acefb-54ff-4b4d-8870-5fb6e531698e","block_type":"box","text":"Securities Lending Committee of each Board since 2025. Ms. Carlin has served as a consultant since 2012 and formerly","page_number":41,"box":{"x":88,"y":622,"width":832,"height":12}},{"id":"2a697f4f-bb3f-46a9-ba5c-f09921697fc5","block_type":"box","text":"served as Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head","page_number":41,"box":{"x":89,"y":637,"width":864,"height":13}},{"id":"844a1f24-3685-4a79-b137-f8c7a23e5d98","block_type":"box","text":"of Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served as Managing Director","page_number":41,"box":{"x":89,"y":652,"width":867,"height":13}},{"id":"3ddea0ef-f42c-406b-b25e-7e0479a47119","block_type":"box","text":"and Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that,","page_number":41,"box":{"x":89,"y":668,"width":872,"height":12}},{"id":"555c932f-c51a-4fd7-a378-0f328d906753","block_type":"box","text":"Ms. Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of","page_number":41,"box":{"x":89,"y":683,"width":835,"height":12}},{"id":"9ba3238a-e0fe-45d2-a504-c82767eb163d","block_type":"box","text":"experience in the financial sector and has served in a number of legal, regulatory, and risk management positions. Ms. Carlin","page_number":41,"box":{"x":89,"y":698,"width":869,"height":12}},{"id":"29d263e8-314a-4f51-8e3e-7a42f830c62f","block_type":"box","text":"has served as a member of the Audit Committee and as a Director of The Hanover Insurance Group, Inc., each since 2016,","page_number":41,"box":{"x":89,"y":713,"width":852,"height":12}},{"id":"119cb18c-7914-478c-b08f-6843e7892be1","block_type":"box","text":"and as Chair of the Audit Committee since 2020. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018,","page_number":41,"box":{"x":89,"y":728,"width":865,"height":11}},{"id":"2d14b1d5-f95d-4d4f-b143-4f49bef3c5f5","block_type":"box","text":"Chair of the Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH","page_number":41,"box":{"x":89,"y":743,"width":876,"height":12}},{"id":"d40e137a-7017-4950-9ee3-b6756ba6c730","block_type":"box","text":"Corporation from 2012 to 2018. She previously served as a Director on the Boards of Astoria Financial Corporation and","page_number":41,"box":{"x":89,"y":758,"width":828,"height":13}},{"id":"95859d87-cfda-47a7-a8e1-3f68a928ad33","block_type":"box","text":"Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council","page_number":41,"box":{"x":88,"y":773,"width":859,"height":13}},{"id":"001e29dd-e8d4-40bd-bfe6-537ce2fd607e","block_type":"box","text":"for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice","page_number":41,"box":{"x":88,"y":788,"width":854,"height":13}},{"id":"094f4a1d-6a89-4711-808e-cbaf23973a77","block_type":"box","text":"Chair and Chair of the Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from","page_number":41,"box":{"x":89,"y":804,"width":841,"height":12}},{"id":"fbe505cd-2652-4044-9e4c-83bbd1f781a8","block_type":"box","text":"State University of New York at Stony Brook and a JD degree from Benjamin N. Cardozo School of Law.","page_number":41,"box":{"x":88,"y":819,"width":713,"height":12}},{"id":"38bcbcb8-338b-4a0f-927d-f2fa093e382e","block_type":"box","text":"Richard L. Fagnani has been a Trustee of the Trust since 2017 and Chair of the 15(c) Committee since 2025. Mr. Fagnani has","page_number":41,"box":{"x":89,"y":845,"width":866,"height":12}},{"id":"2e54c60d-bf1e-4b1a-8f56-232b3689134f","block_type":"box","text":"also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2017 and Chair of the 15(c) Committee","page_number":41,"box":{"x":89,"y":860,"width":869,"height":13}},{"id":"ee0a5c12-96fc-4c42-aa92-72e2c28a81b6","block_type":"box","text":"27","page_number":41,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"27b65a7b-422e-469c-9396-2946e13731d3","block_type":"box","text":"of each Board since 2025. Mr. Fagnani served as an Advisory Board Member of the Trust, iShares U.S. ETF Trust and iShares,","page_number":42,"box":{"x":89,"y":44,"width":864,"height":12}},{"id":"2452933e-0240-4174-9dfb-b6d278035f8f","block_type":"box","text":"Inc. from April 2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, most recently","page_number":42,"box":{"x":89,"y":59,"width":878,"height":12}},{"id":"2f692c80-369b-4982-9f35-4f4b0ddc67c7","block_type":"box","text":"as the U.S. asset management audit practice leader responsible for setting strategic direction and execution of the operating","page_number":42,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"407fab5b-8397-497d-80ff-40e5575de077","block_type":"box","text":"plan for the asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani served as an Audit Partner at","page_number":42,"box":{"x":89,"y":89,"width":837,"height":13}},{"id":"1fc660e8-f325-4c0c-bd46-24995cfd6e33","block_type":"box","text":"Andersen LLP, where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani","page_number":42,"box":{"x":88,"y":104,"width":876,"height":13}},{"id":"e59edfbd-8734-489e-b27e-6ac7ad542e1e","block_type":"box","text":"served as a Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member of the","page_number":42,"box":{"x":89,"y":119,"width":843,"height":13}},{"id":"d22664ac-e709-4a0b-a46d-0c0573c3003c","block_type":"box","text":"School of Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has also served as a Director of One","page_number":42,"box":{"x":88,"y":135,"width":866,"height":12}},{"id":"43085a62-2607-459c-9328-26101efc975a","block_type":"box","text":"Generation Away, a non-profit which works to bring healthy food directly to people in need, since 2021. Mr. Fagnani has a BS","page_number":42,"box":{"x":89,"y":150,"width":871,"height":12}},{"id":"d4583558-5709-4ed6-8f75-ba566cedf216","block_type":"box","text":"degree in Accounting from LaSalle University.","page_number":42,"box":{"x":89,"y":165,"width":316,"height":12}},{"id":"643a73e2-c617-41bf-bbaf-246f54daeecd","block_type":"box","text":"Laura F. Fergerson has been a Trustee of the Trust since 2024 and Chair of the Audit Committee of the Trust since 2025. Ms.","page_number":42,"box":{"x":89,"y":191,"width":866,"height":13}},{"id":"1a5a9dd0-981b-480e-a657-45cf54b91092","block_type":"box","text":"Fergerson has also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust since 2024, and Chair of the Audit","page_number":42,"box":{"x":89,"y":206,"width":867,"height":13}},{"id":"b127fd9e-133c-4a0d-9547-760c8cd81a98","block_type":"box","text":"Committee of each Board since 2025. From 2017 to 2024, Ms. Fergerson was the President of Franklin Templeton Services,","page_number":42,"box":{"x":89,"y":222,"width":854,"height":12}},{"id":"0d76d967-f9e2-4ce3-a184-3482c48ce708","block_type":"box","text":"LLC where she led the global fund administration division. Prior to that, she held various roles at Franklin Templeton since","page_number":42,"box":{"x":89,"y":237,"width":850,"height":12}},{"id":"cb5db511-2c1f-4965-a527-e83dac2d7f1e","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":42,"box":{"x":90,"y":252,"width":851,"height":12}},{"id":"1b71a3cd-30f5-4972-923f-d2b96fcffa04","block_type":"box","text":"since 2019, of the Crocker Art Museum Association and was the President, from 2022 to 2023, of the Crocker Art Museum","page_number":42,"box":{"x":89,"y":267,"width":856,"height":11}},{"id":"f8ad7d5d-8e1c-4f1c-bbbf-78bec2406419","block_type":"box","text":"Foundation. Ms. Fergerson has a BA degree in Economics from the University of California, Berkeley and is a Certified Public","page_number":42,"box":{"x":89,"y":282,"width":863,"height":12}},{"id":"d57387a6-a645-4639-85e2-82fb8ee88b53","block_type":"box","text":"Accountant (inactive) and a member of the American Institute of Certified Public Accountants.","page_number":42,"box":{"x":88,"y":297,"width":665,"height":12}},{"id":"b31bc2c8-f46b-4d46-b799-8d9f3e789c6a","block_type":"box","text":"Cecilia H. Herbert has been a Trustee of the Trust since 2005. Ms. Herbert has also served as a Director of iShares, Inc. since","page_number":42,"box":{"x":89,"y":324,"width":863,"height":11}},{"id":"de4bb596-2e75-42b3-a79d-a3542c96d96b","block_type":"box","text":"2005, a Trustee of iShares U.S. ETF Trust since 2011 and Chair of the Trust’s Board from 2016 to 2021. Ms. Herbert served as a","page_number":42,"box":{"x":89,"y":339,"width":878,"height":11}},{"id":"844b4a07-c7b0-4a25-8a1e-702a742d2ee3","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Previously, Ms. Herbert served as Trustee of the","page_number":42,"box":{"x":89,"y":354,"width":813,"height":12}},{"id":"cc0ad54f-cba8-4325-9dc4-1e1e93622883","block_type":"box","text":"Montgomery Funds from 1992 to 2003, the Pacific Select Funds from 2004 to 2005, the Forward Funds from 2009 to 2018,","page_number":42,"box":{"x":89,"y":369,"width":859,"height":12}},{"id":"28a414d0-5604-40cb-ab38-6b4cd2069700","block_type":"box","text":"the Salient Funds from 2015 to 2018 and the Thrivent Church Loan and Income Fund from 2019 to 2022. She has served as a","page_number":42,"box":{"x":88,"y":384,"width":874,"height":10}},{"id":"c843fecd-d506-43b5-9610-bc879be0f3e7","block_type":"box","text":"member of the Finance, Audit and Quality Committees and Trustee of Stanford Health Care since 2016 and became Chair of","page_number":42,"box":{"x":89,"y":399,"width":869,"height":13}},{"id":"846c6e44-a5e9-4bad-a62d-96b1c0778492","block_type":"box","text":"the Finance Committee of Stanford Health Care in 2019. She has served as a Trustee of WNET, New York’s public media","page_number":42,"box":{"x":88,"y":414,"width":834,"height":13}},{"id":"c34e32f2-2b57-43fe-b9ea-605399e98a56","block_type":"box","text":"station, since 2011 and a Member of its Audit Committee since 2018. She was appointed to the Wyoming State Investment","page_number":42,"box":{"x":89,"y":429,"width":860,"height":13}},{"id":"b1ff8d03-261a-4ee2-86b9-1d6c9e90db54","block_type":"box","text":"Funds Committee in 2022. She became a member of the Governing Council of the Independent Directors Council in 2018.","page_number":42,"box":{"x":89,"y":445,"width":851,"height":12}},{"id":"a051d5ec-2ce4-4f1a-aef8-5b02b63f4757","block_type":"box","text":"She served as a Director of the Senior Center of Jackson Hole from 2020 to 2023 and of the Jackson Hole Center for the Arts","page_number":42,"box":{"x":88,"y":460,"width":865,"height":11}},{"id":"6bb14503-b9b6-4d51-b743-d596f34848ee","block_type":"box","text":"since 2021. She was President of the Board of Catholic Charities CYO, the largest social services agency in the San Francisco","page_number":42,"box":{"x":89,"y":475,"width":864,"height":12}},{"id":"6d648991-7b01-49fd-9de7-1711f75cc3e9","block_type":"box","text":"Bay Area, from 2007 to 2011 and a member of that board from 1992 to 2013. From 1973 to 1990 she worked at J.P.","page_number":42,"box":{"x":89,"y":490,"width":801,"height":12}},{"id":"af405f90-737c-43cb-8e01-36c3bf4bd312","block_type":"box","text":"Morgan/Morgan Guaranty Trust doing international corporate finance and corporate lending, retiring as Managing Director","page_number":42,"box":{"x":89,"y":505,"width":867,"height":12}},{"id":"140edaba-dbeb-4890-afe7-82dc967264fd","block_type":"box","text":"and Head of the West Coast Office. Ms. Herbert has been on numerous non-profit boards, chairing investment and finance","page_number":42,"box":{"x":89,"y":520,"width":857,"height":12}},{"id":"6a0abc52-4491-4c61-aa3c-5020d0ac7d43","block_type":"box","text":"committees. She holds a double major in economics and communications from Stanford University and an MBA from","page_number":42,"box":{"x":89,"y":535,"width":824,"height":13}},{"id":"19ff5527-1b10-4815-b985-ceab61f2f1e9","block_type":"box","text":"Harvard Business School.","page_number":42,"box":{"x":89,"y":550,"width":175,"height":10}},{"id":"ca0082c1-a42f-46c7-821a-7bbc4d6588f0","block_type":"box","text":"James Lam has been a Trustee of the Trust since 2024 and Chair of the Risk Committee of the Trust since 2025. Mr. Lam has","page_number":42,"box":{"x":88,"y":577,"width":867,"height":11}},{"id":"67a441d7-6e88-4a2f-8a4d-5c15642faa41","block_type":"box","text":"also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust since 2024, and Chair of the Risk Committee of","page_number":42,"box":{"x":89,"y":592,"width":857,"height":11}},{"id":"93970b50-b09d-4e7f-a066-3cedce774620","block_type":"box","text":"each Board since 2025. Mr. Lam has over 40 years of experience in corporate governance and risk management as a board","page_number":42,"box":{"x":89,"y":607,"width":856,"height":12}},{"id":"760c698a-dcdf-4bab-9854-7ee338c01dd1","block_type":"box","text":"director, management consultant, and chief risk officer. He has previously served as a director on public, private, and fund","page_number":42,"box":{"x":89,"y":622,"width":850,"height":12}},{"id":"1fb91b61-0cdf-4538-94b9-dacdbda1b9d4","block_type":"box","text":"boards, including leadership roles as the chair of the risk, audit, and compliance committees. From 2012 to 2020, Mr. Lam","page_number":42,"box":{"x":89,"y":637,"width":850,"height":13}},{"id":"18b2f764-90f4-48fa-b9f7-36910f1cc8c7","block_type":"box","text":"was a Director of E*TRADE Financial and E*TRADE Bank, where he served as Risk Oversight Committee Chair and Audit","page_number":42,"box":{"x":88,"y":652,"width":840,"height":13}},{"id":"5692a2de-6f28-4fb7-87b0-145bfc0851e1","block_type":"box","text":"Committee Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving","page_number":42,"box":{"x":89,"y":668,"width":877,"height":12}},{"id":"d8788866-7212-4446-bb6a-c9c572c58a5d","block_type":"box","text":"global clients across all major industry sectors, since 2002. Previously, Mr. Lam served as Founder and President of ERisk, a","page_number":42,"box":{"x":89,"y":683,"width":856,"height":12}},{"id":"517a19a5-140d-475d-8c73-20df91e1184d","block_type":"box","text":"Partner of Oliver Wyman, and the Chief Risk Officer of Fidelity Investments. Mr. Lam has served as a Director of the FAIR","page_number":42,"box":{"x":89,"y":698,"width":838,"height":12}},{"id":"97a55c7d-0431-47ab-9ebf-e3b7b6a10019","block_type":"box","text":"Institute, a not-for-profit organization dedicated to advancing the discipline of cyber risk quantification, since 2020. Mr. Lam","page_number":42,"box":{"x":89,"y":713,"width":867,"height":12}},{"id":"bf227f3e-542c-4490-adef-bdd3bcc6983d","block_type":"box","text":"is the author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management","page_number":42,"box":{"x":89,"y":728,"width":867,"height":12}},{"id":"7e76ee6e-e47d-4c2d-b91f-909c9083cc72","block_type":"box","text":"books. He holds the NACD Directorship Certification and the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Lam has","page_number":42,"box":{"x":89,"y":743,"width":850,"height":12}},{"id":"a651b0a5-9a93-40b3-8f95-5010ea58855e","block_type":"box","text":"been an adjunct professor at Carnegie Mellon University since 2018 and a member of the Zicklin School of Business Dean’s","page_number":42,"box":{"x":89,"y":758,"width":860,"height":13}},{"id":"1cf75aee-55db-4272-9df4-a2a77a5924b1","block_type":"box","text":"Council of Baruch College since 2017. Mr. Lam has a BBA from Baruch College and an MBA from the University of California,","page_number":42,"box":{"x":89,"y":773,"width":865,"height":13}},{"id":"ac1678aa-87a6-4035-93b5-ed5669476baa","block_type":"box","text":"Los Angeles.","page_number":42,"box":{"x":89,"y":788,"width":87,"height":13}},{"id":"a22f89ec-e226-4311-9ab1-e044d5b3e3d5","block_type":"box","text":"Drew E. 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Mr. Lawton served as Director of Principal Funds, Inc., Principal","page_number":42,"box":{"x":89,"y":860,"width":848,"height":13}},{"id":"e4122312-4620-436d-aca8-1dd73001a694","block_type":"box","text":"28","page_number":42,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"dc6f2a75-9980-4cf8-8948-484054b5decc","block_type":"box","text":"Variable Contracts Funds, Inc. and Principal Exchange-Traded Funds from March 2016 to October 2016. Mr. Lawton has also","page_number":43,"box":{"x":88,"y":44,"width":870,"height":12}},{"id":"58e9a35c-1196-45d2-8b50-cb2caac351f8","block_type":"box","text":"served as a member of the Compensation and Finance and Risk Committees and Director of Jackson Financial Inc. since","page_number":43,"box":{"x":89,"y":59,"width":839,"height":12}},{"id":"12b5c497-e203-41a9-8a91-12ea35be9d5e","block_type":"box","text":"2021. Mr. Lawton served in various capacities at New York Life Insurance Company from 2010 to 2015, most recently as a","page_number":43,"box":{"x":89,"y":74,"width":846,"height":12}},{"id":"8cda687b-c3a6-463a-a234-d3328a64b614","block_type":"box","text":"Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr.","page_number":43,"box":{"x":88,"y":89,"width":844,"height":13}},{"id":"e59b7710-9bba-4d6f-bc07-48859cd19ae9","block_type":"box","text":"Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity","page_number":43,"box":{"x":89,"y":104,"width":804,"height":13}},{"id":"6ba133bc-0969-47fd-8e02-ec568adc714d","block_type":"box","text":"Investments from 1997 to 2008. Mr. Lawton has been an Adjunct Professor at the University of North Texas since 2021. Mr.","page_number":43,"box":{"x":89,"y":119,"width":859,"height":13}},{"id":"5088fba7-8050-4f95-9b9a-e0bacd4cb22d","block_type":"box","text":"Lawton has a BA degree in Administrative Science from Yale University and an MBA from University of North Texas.","page_number":43,"box":{"x":89,"y":135,"width":806,"height":12}},{"id":"89d5dbda-2ebf-4513-ac1b-013c8024a1da","block_type":"box","text":"John E. Martinez has been a Trustee of the Trust since 2003 and Chair of the Equity Plus Committee of the Trust since 2025.","page_number":43,"box":{"x":88,"y":161,"width":863,"height":12}},{"id":"71730417-783b-4cfa-ae2f-39bcfc9629c8","block_type":"box","text":"Mr. Martinez has also served as a Director of iShares, Inc. since 2003, a Trustee of iShares U.S. ETF Trust since 2011, and Chair","page_number":43,"box":{"x":89,"y":176,"width":877,"height":12}},{"id":"21f322d7-6c72-42bc-8861-10be11c5fbd5","block_type":"box","text":"of the Equity Plus Committee of each Board since 2025. Mr. Martinez served as a Director of iShares MSCI Russia Capped ETF,","page_number":43,"box":{"x":89,"y":191,"width":877,"height":13}},{"id":"bf3ced81-3c76-4eec-b6d8-0ec341d31545","block_type":"box","text":"Inc. from 2010 to 2015. Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and","page_number":43,"box":{"x":89,"y":206,"width":852,"height":13}},{"id":"ed6d0234-89e6-4796-87b3-f6b649f7b475","block_type":"box","text":"consulting services to this privately held firm that develops products and strategies for homeowners in managing the equity","page_number":43,"box":{"x":89,"y":222,"width":868,"height":12}},{"id":"a3ce0df3-67bb-477e-8fe0-5479cffd12c8","block_type":"box","text":"in their homes. From 2017 to 2020, Mr. Martinez served as a Board member for the Cloudera Foundation. Mr. Martinez","page_number":43,"box":{"x":89,"y":237,"width":825,"height":11}},{"id":"126bea3d-eb4d-4580-9ad6-a4d2243bccc6","block_type":"box","text":"previously served as Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight","page_number":43,"box":{"x":89,"y":252,"width":836,"height":12}},{"id":"7202b841-309f-4a69-92e8-9f9d0428fb9b","block_type":"box","text":"representing BGI’s shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide","page_number":43,"box":{"x":89,"y":267,"width":817,"height":12}},{"id":"de64c93b-9895-4d93-910f-23823720414d","block_type":"box","text":"activities. Mr. Martinez also previously served as Co-Chief Executive Officer of the Global Index and Markets Group of BGI,","page_number":43,"box":{"x":89,"y":282,"width":848,"height":12}},{"id":"731f9960-e584-47b5-8128-2eefd3d5e760","block_type":"box","text":"Chairman of Barclays Global Investor Services and Chief Executive Officer of the Capital Markets Group of BGI. From 2003 to","page_number":43,"box":{"x":89,"y":297,"width":867,"height":12}},{"id":"089978f2-b359-4109-8259-1ea0b19a61a2","block_type":"box","text":"2012, he was a Director and Executive Committee Member for Larkin Street Youth Services. He now serves on the Larkin","page_number":43,"box":{"x":89,"y":312,"width":840,"height":12}},{"id":"98fbd105-be3a-4cf4-b136-3f511ba0e29c","block_type":"box","text":"Street Honorary Board. From 2012 to 2016, Mr. Martinez served as a Director for Reading Partners. Mr. Martinez has an AB","page_number":43,"box":{"x":88,"y":327,"width":853,"height":13}},{"id":"cb17f0b6-4b2b-4779-9683-c6c010bfcbd9","block_type":"box","text":"degree in economics from The University of California, Berkeley and holds an MBA degree in finance and statistics from The","page_number":43,"box":{"x":89,"y":342,"width":866,"height":13}},{"id":"06ab4fdf-6272-4ecd-a897-ab988d887f1c","block_type":"box","text":"University of Chicago Booth School of Business.","page_number":43,"box":{"x":89,"y":358,"width":333,"height":12}},{"id":"1c64d7f7-ded6-4e58-abc1-6294ebd47dd3","block_type":"box","text":"Madhav V. Rajan has been a Trustee of the Trust since 2011 and Chair of the Nominating and Governance Committee of the","page_number":43,"box":{"x":89,"y":384,"width":866,"height":12}},{"id":"a32f7469-7ebe-43c5-b827-64418f605c62","block_type":"box","text":"Trust since 2025. Mr. Rajan has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2011,","page_number":43,"box":{"x":88,"y":399,"width":854,"height":13}},{"id":"765b652a-a1e3-49ba-b233-bdc9a751d80e","block_type":"box","text":"and Chair of the Nominating and Governance Committee of each Board since 2025. Mr. Rajan served as a Director of iShares","page_number":43,"box":{"x":89,"y":414,"width":869,"height":13}},{"id":"f41365dc-0cc4-4f29-856e-ec40dd7386c6","block_type":"box","text":"MSCI Russia Capped ETF, Inc. from 2011 to 2015. Mr. Rajan is the Dean and George Pratt Shultz Professor of Accounting at","page_number":43,"box":{"x":89,"y":429,"width":858,"height":13}},{"id":"2b092db5-03fe-42d0-b07e-c71affaa02f1","block_type":"box","text":"the University of Chicago Booth School of Business and also serves as Chair of the Board for the Center for Research in","page_number":43,"box":{"x":88,"y":445,"width":828,"height":12}},{"id":"a1eeb210-ffe4-4580-a3f9-e37177c63cc5","block_type":"box","text":"Security Prices, LLC, an affiliate of the University of Chicago Booth School of Business, since 2020. He has served on the","page_number":43,"box":{"x":88,"y":460,"width":835,"height":12}},{"id":"bc82cac5-7d3d-42a4-a106-c3b8b30312f2","block_type":"box","text":"Advisory Board of C.M. Capital Corporation since 2016 and as a Director of C.M. Capital Corporation since 2020. Mr. Rajan","page_number":43,"box":{"x":88,"y":475,"width":852,"height":12}},{"id":"0aff451c-f778-46b1-a5b9-ae43899d2a2d","block_type":"box","text":"has served as a director of WellBe Senior Medical since 2023. From 2001 to 2017, Mr. Rajan was the Robert K. Jaedicke","page_number":43,"box":{"x":89,"y":490,"width":821,"height":12}},{"id":"a9bc8ef1-4793-407c-897e-36c451dd0beb","block_type":"box","text":"Professor of Accounting at the Stanford University Graduate School of Business. In April 2017, he received the school’s Robert","page_number":43,"box":{"x":89,"y":505,"width":877,"height":12}},{"id":"e75c14f4-1687-491d-99f4-d7db37acddd7","block_type":"box","text":"T. Davis Award for Lifetime Achievement and Service. He has taught accounting for over 25 years to undergraduate, MBA","page_number":43,"box":{"x":88,"y":520,"width":850,"height":12}},{"id":"c42d27b5-5914-43d0-beee-ff1c3d3dfbef","block_type":"box","text":"and law students, as well as to senior executives. From 2010 to 2016, Mr. Rajan served as the Senior Associate Dean for","page_number":43,"box":{"x":89,"y":535,"width":833,"height":13}},{"id":"c7100aba-ab83-42d2-aa96-858babb2073d","block_type":"box","text":"Academic Affairs and head of the MBA Program at the Stanford University Graduate School of Business. Mr. Rajan served as","page_number":43,"box":{"x":88,"y":550,"width":867,"height":13}},{"id":"ccbde77a-c183-4139-80f9-ee1e22101c1d","block_type":"box","text":"editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost Accounting: A Managerial Emphasis,” a","page_number":43,"box":{"x":89,"y":565,"width":842,"height":13}},{"id":"88a9dcb3-0653-40bf-8ec7-d2d2876d9da3","block_type":"box","text":"leading cost accounting textbook. From 2013 to 2018, Mr. Rajan served on the Board of Directors of Cavium Inc., a","page_number":43,"box":{"x":89,"y":581,"width":798,"height":12}},{"id":"247250c1-6d7c-48ad-b2ed-990946a9bfbb","block_type":"box","text":"semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon University.","page_number":43,"box":{"x":89,"y":596,"width":775,"height":12}},{"id":"7b6da43e-3827-4db8-bca2-0646a447eab7","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":43,"box":{"x":89,"y":622,"width":417,"height":12}},{"id":"0b034e2d-f3fb-4b18-a363-226ab9acf337","block_type":"box","text":"Overall responsibility for oversight of the Funds rests with the Board. The Board has engaged BFA to manage the Funds on a","page_number":43,"box":{"x":89,"y":649,"width":867,"height":12}},{"id":"2aa33ce9-cfa7-4f45-baf2-a2418fb4a14e","block_type":"box","text":"day-to-day basis. The Board is responsible for overseeing BFA and other service providers in the operations of the Funds in","page_number":43,"box":{"x":89,"y":664,"width":855,"height":12}},{"id":"a84d6c0f-b396-4381-ab3b-90ab3efa6d38","block_type":"box","text":"accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Trust’s charter. The","page_number":43,"box":{"x":89,"y":679,"width":847,"height":12}},{"id":"f5c64dba-782e-4d49-bf05-ac5ad16c9306","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":43,"box":{"x":89,"y":694,"width":842,"height":12}},{"id":"31522bfb-71d2-4934-8ff0-bedb4f23c7bf","block_type":"box","text":"regular in person meetings four times a year. In addition, the Board frequently holds special in person or telephonic meetings","page_number":43,"box":{"x":89,"y":709,"width":872,"height":12}},{"id":"042ea951-6bd5-4c3e-842b-faee5b4c5c22","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":43,"box":{"x":89,"y":724,"width":829,"height":13}},{"id":"860f3131-4816-4f26-bd59-11fb311008d7","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":43,"box":{"x":89,"y":739,"width":819,"height":13}},{"id":"c4ec148e-87b7-4345-bf0b-d857c011cd5c","block_type":"box","text":"providers to the Trust.","page_number":43,"box":{"x":89,"y":754,"width":153,"height":13}},{"id":"bb9f0152-11eb-4f1b-b38a-553b157ab740","block_type":"box","text":"The Board has appointed an Independent Trustee to serve in the role of Board Chair. The Board Chair’s role is to preside at all","page_number":43,"box":{"x":88,"y":781,"width":871,"height":12}},{"id":"da49d5db-abad-4e9c-9621-0b5a42b972fc","block_type":"box","text":"meetings of the Board and to act as a liaison with service providers, officers, attorneys, and other Trustees generally between","page_number":43,"box":{"x":89,"y":796,"width":872,"height":12}},{"id":"e9e9008a-f6bd-4cb4-824a-883270132b55","block_type":"box","text":"meetings. The Board Chair may also perform such other functions as may be delegated by the Board from time to time. The","page_number":43,"box":{"x":89,"y":811,"width":865,"height":12}},{"id":"65a2b0b9-3333-442f-9a47-a30c93c50174","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":43,"box":{"x":89,"y":826,"width":863,"height":13}},{"id":"f66c2021-f4d9-4316-baf3-bfb89d875f9d","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":43,"box":{"x":89,"y":841,"width":803,"height":13}},{"id":"ef7b0211-33dc-414a-88d5-4c271fd8f750","block_type":"box","text":"Committee to assist the Board in the oversight and direction of the business and affairs of the Funds, and from time to time","page_number":43,"box":{"x":89,"y":856,"width":862,"height":13}},{"id":"b14aaef0-c1be-4d96-ae32-a5d529a8691c","block_type":"box","text":"29","page_number":43,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"85a43134-6958-402f-95a3-cd470db66d2d","block_type":"box","text":"the Board may establish ad hoc committees or informal working groups to review and address the policies and practices of","page_number":44,"box":{"x":88,"y":44,"width":863,"height":12}},{"id":"45eb927f-3632-4d3c-944e-9ed214aa8ce6","block_type":"box","text":"the Funds with respect to certain specified matters. The Chair of each standing Committee is an Independent Trustee. The","page_number":44,"box":{"x":88,"y":59,"width":857,"height":12}},{"id":"7fe379ce-d98d-4ef9-b22e-1c9159a889cd","block_type":"box","text":"role of the Chair of each Committee is to preside at all meetings of the Committee and to act as a liaison with service","page_number":44,"box":{"x":89,"y":74,"width":816,"height":12}},{"id":"23cf30aa-c7f1-4edf-8393-f78c08d4d617","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":44,"box":{"x":89,"y":89,"width":877,"height":13}},{"id":"d6b2edf5-ef4f-471f-bd0a-e61ecb43f5f8","block_type":"box","text":"oversight functions delegated to the Committee by the Board and reports its finding to the Board. The Board and each","page_number":44,"box":{"x":89,"y":104,"width":824,"height":13}},{"id":"96097314-0e57-4565-a134-87f2ae6a53fc","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":44,"box":{"x":89,"y":119,"width":862,"height":13}},{"id":"b7d13060-9512-4052-ad51-2aa64402dc1f","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":44,"box":{"x":88,"y":135,"width":798,"height":12}},{"id":"1a2d9cc4-028a-48cb-ae36-8f0a163cda7d","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":44,"box":{"x":89,"y":150,"width":823,"height":12}},{"id":"8fdc730b-7530-4627-953e-f7833259bcda","block_type":"box","text":"enhance effective oversight.","page_number":44,"box":{"x":89,"y":165,"width":194,"height":12}},{"id":"1d9271b6-d2d8-40aa-87f6-9fae889a53c3","block_type":"box","text":"Day-to-day risk management with respect to the Funds is the responsibility of BFA or other service providers (depending on","page_number":44,"box":{"x":89,"y":191,"width":866,"height":13}},{"id":"9f8ad110-7c19-4c88-89cb-552da16fba02","block_type":"box","text":"the nature of the risk), subject to the supervision of BFA. Each Fund is subject to a number of risks, including investment,","page_number":44,"box":{"x":88,"y":206,"width":845,"height":13}},{"id":"46910460-613a-4444-9607-a39f056c25e4","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":44,"box":{"x":89,"y":222,"width":836,"height":12}},{"id":"5b3022e6-4661-4de6-b854-e59205f722a9","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":44,"box":{"x":89,"y":237,"width":813,"height":12}},{"id":"37b96c64-0609-42a6-87aa-fc31c3621fd4","block_type":"box","text":"eliminate all of the risks applicable to the Funds. The Trustees have an oversight role in this area, satisfying themselves that","page_number":44,"box":{"x":89,"y":252,"width":860,"height":12}},{"id":"0092be99-cc6d-4e4d-b7b8-9435c74a413e","block_type":"box","text":"risk management processes and controls are in place and operating effectively. Risk oversight forms part of the Board’s","page_number":44,"box":{"x":89,"y":267,"width":831,"height":12}},{"id":"4321082a-86ef-4124-a60f-5339cc5fd395","block_type":"box","text":"general oversight of each Fund and is addressed as part of various Board and committee activities. In some cases, risk","page_number":44,"box":{"x":89,"y":282,"width":824,"height":12}},{"id":"262a82c4-0cf6-47b8-a9a9-eb06e214e24a","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":44,"box":{"x":89,"y":297,"width":828,"height":12}},{"id":"4c465097-c7bf-4521-8df8-65d025044a09","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":44,"box":{"x":89,"y":312,"width":874,"height":13}},{"id":"0efdd94b-c9cd-425a-ad9c-2da080f14968","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":44,"box":{"x":89,"y":327,"width":871,"height":13}},{"id":"f25c4c6b-53e9-4fb1-ae72-4f94515408cf","block_type":"box","text":"analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Funds.","page_number":44,"box":{"x":89,"y":342,"width":858,"height":13}},{"id":"4ce55b84-a202-4404-a08c-b82fc09347e8","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":44,"box":{"x":88,"y":358,"width":848,"height":12}},{"id":"273cc580-6205-4b53-841d-f45727f5cdcd","block_type":"box","text":"registered public accounting firm for the Trust, as appropriate, regarding risks faced by each Fund and management’s risk","page_number":44,"box":{"x":89,"y":373,"width":853,"height":12}},{"id":"92963fd3-35ef-4293-80aa-d541b007821e","block_type":"box","text":"functions. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of the Trust’s","page_number":44,"box":{"x":88,"y":388,"width":864,"height":12}},{"id":"73e9e691-f880-4b66-a16c-8484e11f783b","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":44,"box":{"x":89,"y":403,"width":850,"height":12}},{"id":"b068d4d7-5711-4b89-8557-c3bc995a2f8b","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":44,"box":{"x":89,"y":418,"width":824,"height":12}},{"id":"885fd2ba-d466-4412-9bcc-fd43b04ddc8c","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting each Fund, and addresses them in","page_number":44,"box":{"x":89,"y":433,"width":841,"height":13}},{"id":"7ebac2b9-b58a-4039-b369-5b7e22f7f3ac","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Funds’ independent registered public","page_number":44,"box":{"x":89,"y":448,"width":849,"height":13}},{"id":"9dc4f051-c90b-4de5-aed4-5095a59d0954","block_type":"box","text":"accounting firm and BFA’s internal audit group to review risk controls in place that support each Fund as well as test results.","page_number":44,"box":{"x":89,"y":463,"width":867,"height":13}},{"id":"69a044a8-9af8-4669-aa6c-9b6fc9a7ca8a","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":44,"box":{"x":89,"y":479,"width":876,"height":12}},{"id":"f6d5f3d6-18f5-409a-9955-78ae99dc6fbf","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":44,"box":{"x":88,"y":494,"width":783,"height":12}},{"id":"1ebb7e50-fab6-4b49-be5e-ab3ed0875d69","block_type":"box","text":"responsibilities. From time to time, the Board may modify the manner in which it conducts risk oversight. The Board’s","page_number":44,"box":{"x":89,"y":509,"width":821,"height":12}},{"id":"7b56b63c-22cf-4557-b561-3521a1a9531c","block_type":"box","text":"oversight role does not make it a guarantor of the Funds’ investment performance or other activities.","page_number":44,"box":{"x":89,"y":524,"width":704,"height":12}},{"id":"5415b334-9b6f-4660-8318-f1f40c7922db","block_type":"box","text":"Committees of the Board of Trustees.","page_number":44,"box":{"x":89,"y":550,"width":268,"height":10}},{"id":"66f3c64d-c664-4fde-8333-5fa23735140f","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":44,"box":{"x":366,"y":550,"width":555,"height":13}},{"id":"e08a8433-207f-4fe5-82e6-5b07eecdd152","block_type":"box","text":"Fagnani (Co-Chair from January 1, 2025 to June 30, 2025), Cecilia H. Herbert and John E. Martinez, each of whom is an","page_number":44,"box":{"x":89,"y":565,"width":825,"height":13}},{"id":"cae1d6e8-7518-429b-8e91-a65641e00b18","block_type":"box","text":"Independent Trustee. The purposes of the Audit Committee are to assist the Board (i) in its oversight of the Trust’s","page_number":44,"box":{"x":89,"y":581,"width":800,"height":12}},{"id":"2702158b-04bb-451c-a474-6965cc3a3b93","block_type":"box","text":"accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of","page_number":44,"box":{"x":89,"y":596,"width":871,"height":12}},{"id":"d5df8ed9-b272-49ad-919e-6015c5d67999","block_type":"box","text":"the Trust; (ii) in its oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating","page_number":44,"box":{"x":88,"y":611,"width":879,"height":12}},{"id":"787a03cf-8b5d-43ee-87ea-084ce26fff42","block_type":"box","text":"and, where deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be","page_number":44,"box":{"x":89,"y":626,"width":868,"height":12}},{"id":"65b03718-afcb-446f-8702-b2ba686dc0cf","block_type":"box","text":"proposed for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent","page_number":44,"box":{"x":89,"y":641,"width":805,"height":12}},{"id":"95be13f7-664b-4e9c-98f3-41277c07de1d","block_type":"box","text":"accountants; (v) in complying with legal and regulatory requirements that relate to the Trust’s accounting and financial","page_number":44,"box":{"x":89,"y":656,"width":835,"height":13}},{"id":"dfff3250-6e11-46c5-ab60-3a76e83c1b94","block_type":"box","text":"reporting, internal controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as","page_number":44,"box":{"x":89,"y":671,"width":854,"height":13}},{"id":"a678283b-eeab-4992-9bce-e14f62fe43a4","block_type":"box","text":"may be delegated by the Board. The Audit Committee met five times during the fiscal year ended July 31, 2025.","page_number":44,"box":{"x":89,"y":686,"width":773,"height":13}},{"id":"903d4c24-0076-44fe-92e0-4b923b19a004","block_type":"box","text":"The members of the Nominating and Governance Committee are Madhav V. Rajan (Chair), Richard L. Fagnani, Laura F.","page_number":44,"box":{"x":88,"y":713,"width":830,"height":12}},{"id":"8432de51-5d41-4b06-8601-02ac64b95008","block_type":"box","text":"Fergerson, and Cecilia H. Herbert, each of whom is an Independent Trustee. The Nominating and Governance Committee","page_number":44,"box":{"x":89,"y":728,"width":848,"height":12}},{"id":"eed2ff64-c3c8-42aa-baba-27d496db8faa","block_type":"box","text":"nominates individuals for Independent Trustee membership on the Board and recommends appointments to the Advisory","page_number":44,"box":{"x":89,"y":743,"width":855,"height":12}},{"id":"ccd3273c-37e8-4029-8c30-e408db8d0ff4","block_type":"box","text":"Board. The Nominating and Governance Committee functions include, but are not limited to, the following: (i) reviewing the","page_number":44,"box":{"x":89,"y":758,"width":866,"height":13}},{"id":"c5f06d1a-96fc-4942-8948-be317dbfbbe3","block_type":"box","text":"qualifications of any person properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the","page_number":44,"box":{"x":89,"y":773,"width":859,"height":13}},{"id":"339d5b9a-0fa1-4fc2-b973-b3c334f011be","block_type":"box","text":"Board and current Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and","page_number":44,"box":{"x":89,"y":788,"width":827,"height":13}},{"id":"3aae557e-5ad6-46eb-a472-99807c7428fb","block_type":"box","text":"current Independent Trustees and/or for election as Independent Trustees by shareholders to fill any vacancy for a position","page_number":44,"box":{"x":89,"y":804,"width":861,"height":12}},{"id":"e9e9d6d7-4efe-4ea6-bd72-e4f3dd728201","block_type":"box","text":"of Independent Trustee(s) on the Board; (iii) recommending to the Board and current Independent Trustees the size and","page_number":44,"box":{"x":89,"y":819,"width":839,"height":12}},{"id":"c875feb3-6660-49fc-802a-a2e566829359","block_type":"box","text":"composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv)","page_number":44,"box":{"x":89,"y":834,"width":814,"height":12}},{"id":"67a80a7f-3993-4dcd-9cd6-0e0da8766915","block_type":"box","text":"recommending a current Independent Trustee to the Board and current Independent Trustees to serve as Board Chair; (v)","page_number":44,"box":{"x":89,"y":849,"width":849,"height":12}},{"id":"22b3854a-557e-4ec3-a16d-ec977271eca7","block_type":"box","text":"periodic review of the Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the","page_number":44,"box":{"x":89,"y":864,"width":820,"height":12}},{"id":"5a7bc28d-0cd2-41d1-8aac-50d3c52d3820","block_type":"box","text":"30","page_number":44,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8582d863-eeab-4889-8d60-6ce66e9d8d62","block_type":"box","text":"Independent Trustees for their services as Trustees, members or chairpersons of committees of the Board, Board Chair and","page_number":45,"box":{"x":89,"y":44,"width":859,"height":12}},{"id":"a4c35d57-5d2a-4279-a6aa-158e101097db","block_type":"box","text":"any other positions as the Nominating and Governance Committee considers appropriate. The Nominating and Governance","page_number":45,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"2d977549-4a88-441b-ae6f-22ebb94984a7","block_type":"box","text":"Committee does not consider Board nominations recommended by shareholders (acting solely in their capacity as a","page_number":45,"box":{"x":89,"y":74,"width":812,"height":12}},{"id":"06248d43-05c2-4bec-a92a-d58239fa5d02","block_type":"box","text":"shareholder and not in any other capacity). The Nominating and Governance Committee met three times during the fiscal","page_number":45,"box":{"x":89,"y":89,"width":852,"height":13}},{"id":"2eb88b52-4c7d-46fe-a86e-508795beafc9","block_type":"box","text":"year ended July 31, 2025.","page_number":45,"box":{"x":88,"y":104,"width":173,"height":13}},{"id":"654ed69c-e7d9-4243-895f-7814c427d9e4","block_type":"box","text":"Each Independent Trustee serves on the 15(c) Committee. The Chair of the 15(c) Committee is Richard L. Fagnani. The","page_number":45,"box":{"x":89,"y":131,"width":831,"height":12}},{"id":"aad4e478-aab9-4224-9bcb-4574aabb0c7a","block_type":"box","text":"principal responsibilities of the 15(c) Committee are to support, oversee and organize on behalf of the Board the process for","page_number":45,"box":{"x":89,"y":146,"width":865,"height":12}},{"id":"4b1f2c5c-3a03-46f0-bebe-6ac2ce70744b","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":45,"box":{"x":88,"y":161,"width":823,"height":12}},{"id":"61e4c5a8-3434-4d07-bf58-21b5d845558b","block_type":"box","text":"meeting with BlackRock, Inc. in advance of the Board meeting at which the Trust’s advisory and sub-advisory agreements are","page_number":45,"box":{"x":89,"y":176,"width":877,"height":13}},{"id":"1f884c4d-1d90-43fd-92b2-5a22826f09f2","block_type":"box","text":"to be considered to discuss generally the process for providing requested information to the Board and the format in which","page_number":45,"box":{"x":88,"y":191,"width":861,"height":13}},{"id":"228be86b-235f-4abf-821b-c7857deab3a8","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":45,"box":{"x":89,"y":206,"width":868,"height":13}},{"id":"aaf3aee2-75be-433d-8b7d-82029f2611ae","block_type":"box","text":"may be necessary and appropriate for the Board to evaluate the investment advisory and sub-advisory agreements of the","page_number":45,"box":{"x":89,"y":222,"width":847,"height":12}},{"id":"04933d93-7118-4111-9836-65e120a78398","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended July 31, 2025.","page_number":45,"box":{"x":88,"y":237,"width":595,"height":12}},{"id":"49c48103-8031-48de-9277-5171dd0fae3d","block_type":"box","text":"The members of the Securities Lending Committee are Jane D. Carlin (Chair), James C. Lam, Drew E. Lawton and John E.","page_number":45,"box":{"x":88,"y":263,"width":837,"height":12}},{"id":"222cd31e-9204-4b84-9bc0-c38a6c67dc71","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":45,"box":{"x":89,"y":278,"width":868,"height":13}},{"id":"593472fc-c3cc-4071-a22f-d0e1c331b3e5","block_type":"box","text":"support, oversee and organize on behalf of the Board the process for oversight of the Trust’s securities lending activities.","page_number":45,"box":{"x":89,"y":293,"width":840,"height":13}},{"id":"2714a243-8289-4a1b-aeca-f385f07094b6","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":45,"box":{"x":88,"y":308,"width":819,"height":13}},{"id":"d25e156f-dc7d-486c-81f7-c321105489ff","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":45,"box":{"x":89,"y":324,"width":877,"height":12}},{"id":"76ba1038-3482-42eb-ae4b-e105dfaeabe7","block_type":"box","text":"other matters and information as may be necessary and appropriate for the Board to oversee the Trust’s securities lending","page_number":45,"box":{"x":89,"y":339,"width":854,"height":12}},{"id":"8f5833cd-7d07-4ac2-a9a2-cfb7f0114ddf","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":45,"box":{"x":89,"y":354,"width":869,"height":12}},{"id":"46688f6a-3746-4240-b250-b7a7a0dff66f","block_type":"box","text":"approval of the Trust’s Securities Lending Guidelines and the required findings with respect to, and annual approval of, the","page_number":45,"box":{"x":89,"y":369,"width":855,"height":12}},{"id":"154541c5-b8e1-487c-b640-b01ee5618531","block_type":"box","text":"Trust’s agreement with the securities lending agent. The Securities Lending Committee met six times during the fiscal year","page_number":45,"box":{"x":88,"y":384,"width":859,"height":12}},{"id":"da25dc89-f301-443f-b773-e9b43bb3d4b0","block_type":"box","text":"ended July 31, 2025.","page_number":45,"box":{"x":89,"y":399,"width":138,"height":13}},{"id":"c1132178-8632-4b5a-ba10-38378915df94","block_type":"box","text":"The members of the Equity Plus Committee are John E. Martinez (Chair), Jane D. Carlin, Richard L. Fagnani, and Cecilia H.","page_number":45,"box":{"x":88,"y":426,"width":843,"height":12}},{"id":"677d9002-d3f8-4d00-9dd9-44413e17b7ea","block_type":"box","text":"Herbert, each of whom is an Independent Trustee. The principal responsibilities of the Equity Plus Committee are to support,","page_number":45,"box":{"x":89,"y":441,"width":870,"height":12}},{"id":"0997abd7-886e-4bca-92ff-d06fb86f978c","block_type":"box","text":"oversee and organize on behalf of the Board the process for oversight of Trust performance and related matters for equity","page_number":45,"box":{"x":89,"y":456,"width":851,"height":12}},{"id":"19b24717-7af1-43de-af81-1457cfd5741a","block_type":"box","text":"funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading","page_number":45,"box":{"x":88,"y":471,"width":865,"height":12}},{"id":"7095ba7f-a8aa-4caa-a850-adf2978d354c","block_type":"box","text":"and changes in net assets to identify any matters that should be brought to the attention of the Board; and (ii) considering","page_number":45,"box":{"x":89,"y":486,"width":856,"height":12}},{"id":"9709cebc-e61a-460c-a0d7-e72496b8556c","block_type":"box","text":"any performance or investment related matters as may be delegated to the Committee by the Board from time to time and","page_number":45,"box":{"x":89,"y":501,"width":856,"height":13}},{"id":"833167e3-7763-44b9-a1b2-32eef10d428f","block_type":"box","text":"providing a report or recommendation to the Board as appropriate. The Equity Plus Committee met four times during the","page_number":45,"box":{"x":89,"y":516,"width":847,"height":13}},{"id":"5ab87530-ce51-475d-b5fb-2e2ab1792656","block_type":"box","text":"fiscal year ended July 31, 2025.","page_number":45,"box":{"x":88,"y":531,"width":213,"height":13}},{"id":"2a94af1c-2364-4302-afac-17657e6965bc","block_type":"box","text":"The members of the Fixed Income Plus Committee are Drew E. Lawton (Chair), Laura F. Fergerson, James C. Lam and Madhav","page_number":45,"box":{"x":88,"y":558,"width":880,"height":12}},{"id":"52c8e9a5-702e-4a99-a970-9c3ad7d62ca9","block_type":"box","text":"V. Rajan, each of whom is an Independent Trustee. The principal responsibilities of the Fixed Income Plus Committee are to","page_number":45,"box":{"x":88,"y":573,"width":862,"height":12}},{"id":"4a3cdd1f-78cc-4cc8-bad2-9497054eb3cf","block_type":"box","text":"support, oversee and organize on behalf of the Board the process for oversight of Trust performance and related matters for","page_number":45,"box":{"x":89,"y":588,"width":866,"height":12}},{"id":"bf803b2f-eb88-4a65-a492-2b3325a0023f","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":45,"box":{"x":88,"y":603,"width":879,"height":13}},{"id":"cab7b373-8ca2-4e44-91b9-e2f731e56c1d","block_type":"box","text":"secondary market trading and changes in net assets to identify any matters that should be brought to the attention of the","page_number":45,"box":{"x":89,"y":618,"width":852,"height":13}},{"id":"8d3c6105-353e-4b51-90a0-0ed0f00bf299","block_type":"box","text":"Board; and (ii) considering any performance or investment related matters as may be delegated to the Committee by the","page_number":45,"box":{"x":89,"y":633,"width":843,"height":13}},{"id":"bf2672f9-49e3-409d-a323-025baf5f9e29","block_type":"box","text":"Board from time to time and providing a report or recommendation to the Board as appropriate. The Fixed Income Plus","page_number":45,"box":{"x":89,"y":649,"width":833,"height":12}},{"id":"966e0cbc-b1b1-4ba5-8f4a-3b94d27ec801","block_type":"box","text":"Committee met four times during the fiscal year ended July 31, 2025.","page_number":45,"box":{"x":89,"y":664,"width":479,"height":12}},{"id":"b0602400-a9fb-4f5f-93c3-cd55c1cb818b","block_type":"box","text":"The members of the Risk Committee are James C. Lam (Chair), Jane D. Carlin (Co-Chair from January 1, 2025 to June 30,","page_number":45,"box":{"x":88,"y":690,"width":838,"height":13}},{"id":"742cb425-ad8d-4df3-abe4-09fee9bd0143","block_type":"box","text":"2025), Cecilia H. Herbert, Drew E. Lawton and Madhav V. Rajan, each of whom is an Independent Trustee. The principal","page_number":45,"box":{"x":89,"y":705,"width":834,"height":13}},{"id":"5872a4fd-dec0-4eb2-8f68-c7752751828e","block_type":"box","text":"responsibility of the Risk Committee is to consider and organize on behalf of the Board risk related matters of the Funds so","page_number":45,"box":{"x":89,"y":720,"width":856,"height":13}},{"id":"3ebde6df-836b-4bdb-bab5-41ed8dfdc375","block_type":"box","text":"the Board may most effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The","page_number":45,"box":{"x":88,"y":736,"width":850,"height":12}},{"id":"fb051d62-826b-4a8d-a953-25c9a2ceb968","block_type":"box","text":"Risk Committee met five times during the fiscal year ended July 31, 2025.","page_number":45,"box":{"x":89,"y":751,"width":508,"height":12}},{"id":"019e3776-bd9f-4c79-925a-f654df0ebf1b","block_type":"box","text":"As the Chair of the Board, John E. Kerrigan may serve as an ex-officio member of each Committee.","page_number":45,"box":{"x":88,"y":777,"width":685,"height":12}},{"id":"005db8b8-e19b-47b6-b567-75985cb21496","block_type":"box","text":"The following table sets forth, as of December 31, 2024, the dollar range of equity securities beneficially owned by each","page_number":45,"box":{"x":88,"y":804,"width":833,"height":12}},{"id":"c90782a6-b6c1-4bbd-9b33-49b76049d76c","block_type":"box","text":"Trustee in the Funds and in other registered investment companies overseen by the Trustee within the same family of","page_number":45,"box":{"x":88,"y":819,"width":824,"height":12}},{"id":"3ce1e599-d53c-435d-9bc6-b73d0e3908a8","block_type":"box","text":"investment companies as the Trust. 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BlackRock, its subsidiaries and their respective directors,","page_number":51,"box":{"x":89,"y":274,"width":848,"height":13}},{"id":"814f358e-5946-47ae-982f-670f36b894eb","block_type":"box","text":"officers and employees, including the business units or entities and personnel who may be involved in the investment","page_number":51,"box":{"x":89,"y":290,"width":821,"height":12}},{"id":"eee9f6b0-7881-41ac-a4c3-d0157543ed78","block_type":"box","text":"activities and business operations of a Fund, are engaged worldwide in businesses, including managing equities, fixed","page_number":51,"box":{"x":89,"y":305,"width":824,"height":12}},{"id":"63ec144c-ebcf-446a-b1a7-48e8fc0511a9","block_type":"box","text":"income securities, cash and alternative investments, and other financial services, and have interests other than that of","page_number":51,"box":{"x":89,"y":320,"width":825,"height":11}},{"id":"64ccf2b4-010f-4589-baa8-31b6a1eb38b2","block_type":"box","text":"managing the Funds. These are considerations of which investors in a Fund should be aware, and which may cause conflicts","page_number":51,"box":{"x":89,"y":335,"width":871,"height":12}},{"id":"69c1c97a-5459-44a4-9abb-3bc471edc6c3","block_type":"box","text":"of interest that could disadvantage a Fund and its shareholders. These businesses and interests include potential multiple","page_number":51,"box":{"x":89,"y":350,"width":849,"height":12}},{"id":"64db9ce0-9ff5-4c7d-8430-07e092bfc2a6","block_type":"box","text":"advisory, transactional, financial and other relationships with, or interests in companies and interests in securities or other","page_number":51,"box":{"x":89,"y":365,"width":852,"height":12}},{"id":"6639ca5c-4224-42c3-9b8b-a2b3d1064e3a","block_type":"box","text":"instruments that may be purchased or sold by a Fund.","page_number":51,"box":{"x":89,"y":380,"width":377,"height":13}},{"id":"e946bf3d-a515-4573-b6ea-0ffa366dfaae","block_type":"box","text":"BlackRock has proprietary interests in, and may manage or advise with respect to, accounts or funds (including separate","page_number":51,"box":{"x":89,"y":407,"width":842,"height":12}},{"id":"1d8f1505-9f0c-433b-9397-64bec768d0d3","block_type":"box","text":"accounts and other funds and collective investment vehicles) that have investment objectives similar to those of a Fund","page_number":51,"box":{"x":89,"y":422,"width":836,"height":12}},{"id":"8d644652-7604-4821-852d-4776475bc6bd","block_type":"box","text":"and/or that engage in transactions in the same types of securities, currencies and instruments as the Fund. BlackRock is also","page_number":51,"box":{"x":89,"y":437,"width":874,"height":12}},{"id":"74eed063-12f0-4820-9164-a638c3b53d60","block_type":"box","text":"a major participant in the global currency, equities, swap and fixed income markets, in each case, for the accounts of clients","page_number":51,"box":{"x":89,"y":452,"width":864,"height":12}},{"id":"7be3b44c-9cca-4aa2-a0e1-e238bd9ebe5c","block_type":"box","text":"and, in some cases, on a proprietary basis. As such, BlackRock is or may be actively engaged in transactions in the same","page_number":51,"box":{"x":89,"y":467,"width":839,"height":13}},{"id":"bd16568e-1d06-4b1b-8b4b-69ac5fd8fd57","block_type":"box","text":"securities, currencies, and instruments in which a Fund invests.","page_number":51,"box":{"x":89,"y":482,"width":441,"height":12}},{"id":"a9262767-7f95-4e2e-91bc-a425930a8dda","block_type":"box","text":"Such activities could affect the prices and availability of the securities, currencies, and instruments in which a Fund invests,","page_number":51,"box":{"x":88,"y":509,"width":859,"height":12}},{"id":"0d38a972-3929-45a9-9206-b704a603d388","block_type":"box","text":"which could have an adverse impact on a Fund’s performance. Such transactions, particularly in respect of most proprietary","page_number":51,"box":{"x":88,"y":524,"width":868,"height":12}},{"id":"56bf833a-ae1e-4851-adf3-bd6e5aeefe3a","block_type":"box","text":"accounts or client accounts, will be executed independently of a Fund’s transactions and thus at prices or rates that may be","page_number":51,"box":{"x":89,"y":539,"width":865,"height":12}},{"id":"a85f77dd-1ce2-49dd-99a8-426b728ae653","block_type":"box","text":"more or less favorable than those obtained by the Fund. 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In","page_number":51,"box":{"x":89,"y":671,"width":872,"height":13}},{"id":"45602f0e-4f9c-4032-9926-bbc7c7e0f8e9","block_type":"box","text":"some cases, this system may adversely affect the size or price of the assets purchased or sold for a Fund. In addition,","page_number":51,"box":{"x":89,"y":686,"width":814,"height":13}},{"id":"6ceda422-e491-448c-9243-8ce8ee4444b2","block_type":"box","text":"transactions in investments by one or more other accounts managed by BlackRock may have the effect of diluting or","page_number":51,"box":{"x":88,"y":702,"width":816,"height":12}},{"id":"b908c278-a874-48e1-a067-94e75b88a148","block_type":"box","text":"otherwise disadvantaging the values, prices or investment strategies of a Fund, particularly, but not limited to, with respect to","page_number":51,"box":{"x":89,"y":717,"width":876,"height":12}},{"id":"1b10bfc9-8c55-4371-a2ed-5a8a36243118","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":51,"box":{"x":89,"y":732,"width":855,"height":12}},{"id":"f32792c0-6353-4425-8542-0b66873c5daf","block_type":"box","text":"when investment decisions regarding a Fund are based on research or other information that is also used to support","page_number":51,"box":{"x":88,"y":747,"width":815,"height":12}},{"id":"f0ef0770-8138-43b9-9be5-dd2061e066e6","block_type":"box","text":"decisions for other accounts. 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BlackRock may, in certain cases, elect to","page_number":51,"box":{"x":89,"y":807,"width":821,"height":13}},{"id":"cc4c8eb0-4564-45b6-864f-aaaccf30b641","block_type":"box","text":"implement internal policies and procedures designed to limit such consequences, which may cause a Fund to be unable to","page_number":51,"box":{"x":89,"y":822,"width":858,"height":13}},{"id":"af7572c3-c2c0-44c5-a432-1fb939271ffd","block_type":"box","text":"engage in certain activities, including purchasing or disposing of securities, when it might otherwise be desirable for it to do","page_number":51,"box":{"x":89,"y":838,"width":866,"height":12}},{"id":"41d9ffd7-8ea4-4c86-bafc-ee4b36991e85","block_type":"box","text":"so.","page_number":51,"box":{"x":89,"y":856,"width":18,"height":6}},{"id":"604a78f8-9028-4609-8ebe-efa2457458cc","block_type":"box","text":"37","page_number":51,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"6d9d5e2d-d964-41d2-b2b2-9997a1954473","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":52,"box":{"x":89,"y":44,"width":878,"height":12}},{"id":"df24b780-cb35-47d2-ac16-968ea37a6d69","block_type":"box","text":"example, the sale of a long position or establishment of a short position by a Fund may impair the price of the same security","page_number":52,"box":{"x":89,"y":59,"width":869,"height":12}},{"id":"4171bab0-9c8e-4b50-a2b4-91423c31a077","block_type":"box","text":"sold short by (and therefore benefit) BlackRock or its other accounts or funds, and the purchase of a security or covering of a","page_number":52,"box":{"x":89,"y":74,"width":874,"height":12}},{"id":"c0abdb98-5739-4576-a949-087eb8a43f5c","block_type":"box","text":"short position in a security by a Fund may increase the price of the same security held by (and therefore benefit) BlackRock or","page_number":52,"box":{"x":89,"y":89,"width":879,"height":13}},{"id":"d62094bf-82b9-44b9-a356-483ec15990f4","block_type":"box","text":"its other accounts or funds.","page_number":52,"box":{"x":89,"y":104,"width":191,"height":10}},{"id":"f2cdcba4-311d-4436-a56d-ab3bb1abc5dc","block_type":"box","text":"BlackRock, on behalf of other client accounts, on the one hand, and a Fund, on the other hand, may invest in or extend credit","page_number":52,"box":{"x":89,"y":131,"width":875,"height":12}},{"id":"e0986051-d709-43b1-910e-8273c194caab","block_type":"box","text":"to different parts of the capital structure of a single issuer. BlackRock may pursue rights, provide advice or engage in other","page_number":52,"box":{"x":88,"y":146,"width":854,"height":12}},{"id":"d56c43f3-be27-4ba9-a0c0-8447667b2263","block_type":"box","text":"activities, or refrain from pursuing rights, providing advice or engaging in other activities, on behalf of other clients with","page_number":52,"box":{"x":89,"y":161,"width":835,"height":12}},{"id":"72172e92-36a3-461c-bf4f-66be23dcfb1e","block_type":"box","text":"respect to an issuer in which a Fund has invested, and such actions (or refraining from action) may have a material adverse","page_number":52,"box":{"x":89,"y":176,"width":861,"height":13}},{"id":"4df0996c-a667-47c1-8101-ebdce349accd","block_type":"box","text":"effect on the Fund. In situations in which clients of BlackRock (including the Funds) hold positions in multiple parts of the","page_number":52,"box":{"x":89,"y":191,"width":850,"height":13}},{"id":"b712746e-c3d1-40bb-b220-1061037223eb","block_type":"box","text":"capital structure of an issuer, BlackRock may not pursue certain actions or remedies that may be available to a Fund, as a","page_number":52,"box":{"x":89,"y":206,"width":845,"height":13}},{"id":"422bf1d9-b959-4cb2-8d45-4e3fcd04026d","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":52,"box":{"x":89,"y":222,"width":864,"height":12}},{"id":"cfc49f79-b92c-4115-8cdb-ef34284c94df","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":52,"box":{"x":89,"y":237,"width":866,"height":12}},{"id":"023e4239-df9c-4fbb-8796-67c5975bd88c","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":52,"box":{"x":89,"y":252,"width":831,"height":12}},{"id":"f6f463ed-b2e8-47e4-97f7-31f904a2af68","block_type":"box","text":"actions of similarly situated holders of loans or securities rather than, or in connection with, taking such actions itself on","page_number":52,"box":{"x":89,"y":267,"width":841,"height":12}},{"id":"14f7bb8d-8454-4f3f-9e77-2f2837a3b15e","block_type":"box","text":"behalf of the Funds.","page_number":52,"box":{"x":89,"y":282,"width":138,"height":10}},{"id":"52018aa8-7438-4622-9ca9-b328203fd964","block_type":"box","text":"In addition, to the extent permitted by applicable law, certain Funds may invest their assets in other funds advised by","page_number":52,"box":{"x":89,"y":308,"width":815,"height":13}},{"id":"f35d7e5b-51e2-4c94-a9b7-48d492be1189","block_type":"box","text":"BlackRock, including funds that are managed by one or more of the same portfolio managers, which could result in conflicts","page_number":52,"box":{"x":89,"y":324,"width":870,"height":12}},{"id":"00a0462a-db0a-476e-82f1-37b57cf73abd","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":52,"box":{"x":89,"y":339,"width":863,"height":12}},{"id":"d7fede28-08a0-4fde-895a-dc426136e28c","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":52,"box":{"x":89,"y":354,"width":541,"height":12}},{"id":"3e2102b9-3bfb-4dc6-8505-55becce9d5fc","block_type":"box","text":"In certain circumstances, BlackRock, on behalf of the Funds, may seek to buy from or sell securities to another fund or","page_number":52,"box":{"x":89,"y":380,"width":827,"height":13}},{"id":"5d90ed82-5347-4920-83d1-3d3f1199d450","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":52,"box":{"x":89,"y":395,"width":865,"height":13}},{"id":"8d28e543-a7ab-43c0-95a1-44506a115f19","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":52,"box":{"x":89,"y":410,"width":804,"height":13}},{"id":"53bb0b2f-3ff4-4f3d-bf93-768b1c1e3e25","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":52,"box":{"x":89,"y":426,"width":872,"height":12}},{"id":"5e375adf-c580-4a5e-9f60-6a85163f3799","block_type":"box","text":"regulatory issues relating to these transactions which could limit BlackRock’s decision to engage in these transactions for the","page_number":52,"box":{"x":89,"y":441,"width":875,"height":12}},{"id":"c4f28e3d-c01d-400f-9373-cc257b00ab60","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":52,"box":{"x":89,"y":456,"width":788,"height":12}},{"id":"21cd40b3-bc76-4a82-8c42-0b1e6845ac40","block_type":"box","text":"transactions.","page_number":52,"box":{"x":88,"y":472,"width":90,"height":9}},{"id":"19a1034b-15ae-49b6-b0cf-a3023e7fdc97","block_type":"box","text":"BlackRock and its clients may pursue or enforce rights with respect to an issuer in which a Fund has invested, and those","page_number":52,"box":{"x":89,"y":497,"width":839,"height":13}},{"id":"480690d8-adce-4fa5-a8f8-b2ebd230f321","block_type":"box","text":"activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity and terms of the Fund’s investments","page_number":52,"box":{"x":89,"y":513,"width":878,"height":12}},{"id":"768d061b-7375-4847-aa76-f671fb6e75f5","block_type":"box","text":"may be negatively impacted by the activities of BlackRock or its clients, and transactions for the Fund may be impaired or","page_number":52,"box":{"x":89,"y":528,"width":847,"height":12}},{"id":"c2ced9ed-a93b-46e5-bbbe-a9effb07e83c","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":52,"box":{"x":89,"y":543,"width":667,"height":12}},{"id":"e169170b-f7ae-4803-bd17-3cedc391815a","block_type":"box","text":"The results of a Fund’s investment activities may differ significantly from the results achieved by BlackRock for its proprietary","page_number":52,"box":{"x":88,"y":569,"width":874,"height":13}},{"id":"9b83e748-e392-4ec1-9b7e-6a2c67ff5734","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":52,"box":{"x":89,"y":584,"width":873,"height":13}},{"id":"b0155585-d631-45ba-862d-83b754fcb4d1","block_type":"box","text":"is possible that one or more accounts managed or advised by BlackRock and such other accounts will achieve investment","page_number":52,"box":{"x":89,"y":599,"width":851,"height":13}},{"id":"e232a015-58a0-4362-bc1c-681aa1dbe6c1","block_type":"box","text":"results that are substantially more or less favorable than the results achieved by a Fund. Moreover, it is possible that a Fund","page_number":52,"box":{"x":89,"y":615,"width":859,"height":12}},{"id":"b1f5c57f-8149-493f-a3ed-b5159337eb64","block_type":"box","text":"will sustain losses during periods in which one or more proprietary or other accounts managed or advised by BlackRock","page_number":52,"box":{"x":88,"y":630,"width":840,"height":12}},{"id":"48acd89e-2172-4f0b-8c7a-bd634e1be4db","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":52,"box":{"x":89,"y":645,"width":433,"height":12}},{"id":"2628ea88-9bec-4772-89b6-eebdb1d5ac5b","block_type":"box","text":"From time to time, a Fund may be restricted from purchasing or selling securities, or from engaging in other investment","page_number":52,"box":{"x":89,"y":671,"width":838,"height":13}},{"id":"f106aa01-6768-4bf2-8209-70ff33281ef0","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":52,"box":{"x":89,"y":686,"width":845,"height":13}},{"id":"b60941db-2c10-427f-89d0-83cab661ed83","block_type":"box","text":"advised by BlackRock, and/or the internal policies of BlackRock designed to comply with such requirements. As a result,","page_number":52,"box":{"x":89,"y":702,"width":839,"height":12}},{"id":"908c592a-f1a9-4dff-b370-7d0ccfac9bab","block_type":"box","text":"there may be periods, for example, when BlackRock will not initiate or recommend certain types of transactions in certain","page_number":52,"box":{"x":88,"y":717,"width":850,"height":12}},{"id":"50d40e4b-71f5-44aa-baaf-dc7905e3d1bf","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":52,"box":{"x":89,"y":732,"width":867,"height":12}},{"id":"709aa718-52fb-4a89-8d70-a5b63a62eabf","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":52,"box":{"x":89,"y":747,"width":850,"height":12}},{"id":"e2149920-424e-4610-a8a1-dd8c7f16d5f1","block_type":"box","text":"limit the investment opportunities for a Fund in certain emerging and other markets in which limitations are imposed upon","page_number":52,"box":{"x":89,"y":762,"width":860,"height":12}},{"id":"972cb109-e21d-4bc0-8937-297ac74f5b08","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":52,"box":{"x":88,"y":777,"width":678,"height":12}},{"id":"ac701c1b-5d83-43ad-ac03-66a0290904a4","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":52,"box":{"x":89,"y":804,"width":859,"height":12}},{"id":"9137bfe6-25ca-4870-b95e-534557cbb548","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":52,"box":{"x":88,"y":819,"width":842,"height":12}},{"id":"a6deecd8-f1f4-403f-8f99-c4addd4729da","block_type":"box","text":"behalf of a Fund in accordance with such analysis and models. In addition, BlackRock will not have any obligation to make","page_number":52,"box":{"x":89,"y":834,"width":854,"height":12}},{"id":"76411491-5343-4364-83d7-abefcc42ec91","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":52,"box":{"x":89,"y":849,"width":815,"height":12}},{"id":"9e9e68fa-8bd4-401d-b6c1-36a8c756a354","block_type":"box","text":"accounts managed by them, for the benefit of the management of a Fund and it is not anticipated that BlackRock will have","page_number":52,"box":{"x":89,"y":864,"width":858,"height":12}},{"id":"6ab94630-8cbb-4241-aec8-bb5e6ba7852e","block_type":"box","text":"38","page_number":52,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a8c4c3f8-4a30-473b-98bf-f1c4da06043d","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":53,"box":{"x":89,"y":44,"width":818,"height":12}},{"id":"9beeaa4e-2744-4ca1-a7b2-a762687a253a","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":53,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"c8ff7865-1b8b-45ac-ad09-23c0eae7705b","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":53,"box":{"x":88,"y":74,"width":568,"height":12}},{"id":"4e2fdb5a-d7c6-4e05-a5f4-c2788a39ad6c","block_type":"box","text":"The Funds may be included in investment models developed by BlackRock for use by clients and financial advisors. To the","page_number":53,"box":{"x":88,"y":101,"width":852,"height":12}},{"id":"d17a4e82-773b-4302-accd-32fa732e1255","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":53,"box":{"x":89,"y":116,"width":851,"height":12}},{"id":"ed4dc616-4e03-49bb-9e05-9f45566ce5d6","block_type":"box","text":"management fee amounts paid by the Funds to BlackRock may also increase. The net asset value and liquidity of a Fund may","page_number":53,"box":{"x":89,"y":131,"width":875,"height":12}},{"id":"c1fbc144-5954-4ba6-b9bf-52c7731d3b3f","block_type":"box","text":"be impacted by purchases and sales of the Fund by model-driven investment portfolios, as well as by BlackRock itself and by","page_number":53,"box":{"x":89,"y":146,"width":869,"height":12}},{"id":"d7103124-4c28-4a14-ab25-8b9beb9200c9","block_type":"box","text":"its advisory clients. In addition, certain principals and certain employees of a Fund’s investment adviser are also principals or","page_number":53,"box":{"x":89,"y":161,"width":868,"height":12}},{"id":"4bbb8024-0418-4b90-aca3-9c1d54b62615","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":53,"box":{"x":89,"y":176,"width":815,"height":13}},{"id":"d6ab5415-88e8-485d-a50d-6fc1de616d20","block_type":"box","text":"obligations to such other business units or entities or their clients and such obligations to other business units or entities or","page_number":53,"box":{"x":89,"y":191,"width":865,"height":13}},{"id":"53c92eb4-59e7-4ec7-9579-4252a4c3ee49","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":53,"box":{"x":88,"y":206,"width":573,"height":13}},{"id":"08f4bd55-2fd3-4160-9295-04501aefd6f4","block_type":"box","text":"BlackRock may enter into transactions and invest in securities, instruments and currencies on behalf of a Fund in which","page_number":53,"box":{"x":89,"y":233,"width":835,"height":12}},{"id":"a6a940c8-d400-4484-9eda-3fdb44593b78","block_type":"box","text":"clients of BlackRock, or, to the extent permitted by the SEC and applicable law, BlackRock, serves as the counterparty,","page_number":53,"box":{"x":89,"y":248,"width":817,"height":12}},{"id":"2ea9aed8-5829-4e11-a38b-507b1719725e","block_type":"box","text":"principal or issuer. In such cases, such party’s interests in the transaction will be adverse to the interests of the Fund, and","page_number":53,"box":{"x":89,"y":263,"width":844,"height":12}},{"id":"d2bdfc4e-8d32-4043-9938-fa180686cffc","block_type":"box","text":"such party may have no incentive to assure that the Fund obtains the best possible prices or terms in connection with the","page_number":53,"box":{"x":89,"y":278,"width":851,"height":13}},{"id":"f28e898d-0530-4850-90d9-adc5f19df6b8","block_type":"box","text":"transactions. In addition, the purchase, holding and sale of such investments by a Fund may enhance the profitability of","page_number":53,"box":{"x":88,"y":293,"width":839,"height":13}},{"id":"f58ef2f1-f78b-4a39-888f-c64a7e9eaad7","block_type":"box","text":"BlackRock.","page_number":53,"box":{"x":89,"y":308,"width":74,"height":10}},{"id":"506ab4b1-3556-477c-8423-89b71ff83b4f","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":53,"box":{"x":89,"y":335,"width":872,"height":12}},{"id":"66714d3b-ded4-4bd4-ba88-599fe68784f1","block_type":"box","text":"may be those in which a Fund invests or which may be based on the performance of the Fund. Additionally, an affiliate of","page_number":53,"box":{"x":89,"y":350,"width":848,"height":12}},{"id":"0cbb859f-e43b-4b8a-a922-cafd6b676aab","block_type":"box","text":"BlackRock will create, write or issue options, which may be based on the performance of certain Funds. BlackRock has","page_number":53,"box":{"x":89,"y":365,"width":827,"height":12}},{"id":"edbfdc7a-b356-47e5-84cd-83b4853dbfa6","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":53,"box":{"x":89,"y":380,"width":847,"height":13}},{"id":"32fb1f35-e8e9-48b1-a0c2-2c9280e85318","block_type":"box","text":"certain iShares ETFs, related to derivative fixed-income products that are based on such iShares ETFs. Trading activity in","page_number":53,"box":{"x":89,"y":395,"width":837,"height":13}},{"id":"aaa2c64b-a666-413f-9cd1-ae2190e3196a","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":53,"box":{"x":88,"y":410,"width":857,"height":13}},{"id":"d06e5582-ca29-4826-b5f9-7a3a72a0729a","block_type":"box","text":"respect to these iShares ETFs and increased assets under management for BlackRock. A Fund may, subject to applicable law,","page_number":53,"box":{"x":89,"y":426,"width":870,"height":12}},{"id":"4d5876c1-3d9f-48e3-a993-e7cdc5306446","block_type":"box","text":"purchase investments that are the subject of an underwriting or other distribution by BlackRock and may also enter into","page_number":53,"box":{"x":89,"y":441,"width":839,"height":12}},{"id":"fa010451-5053-4d1b-aa8a-cd67c28c39dc","block_type":"box","text":"transactions with other clients of BlackRock where such other clients have interests adverse to those of the Fund. At times,","page_number":53,"box":{"x":88,"y":456,"width":859,"height":11}},{"id":"239091b8-eb90-4523-ad05-3b879c23757e","block_type":"box","text":"these activities may cause business units or entities within BlackRock to give advice to clients that may cause these clients to","page_number":53,"box":{"x":88,"y":471,"width":875,"height":12}},{"id":"ac4292b8-f0b2-489c-ba16-7dafa81cd0aa","block_type":"box","text":"take actions adverse to the interests of the Fund. To the extent such transactions are permitted, a Fund will deal with","page_number":53,"box":{"x":88,"y":486,"width":817,"height":12}},{"id":"deae040b-2d0b-4bfd-bd30-b31ee0fa491d","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":53,"box":{"x":89,"y":501,"width":248,"height":13}},{"id":"218af879-29f8-46a3-8e38-84a9b4d9d11b","block_type":"box","text":"To the extent authorized by applicable law, BlackRock may act as broker, dealer, agent, lender or adviser or in other","page_number":53,"box":{"x":88,"y":528,"width":801,"height":12}},{"id":"c1a41ee2-5b85-4bb5-a2ba-6a7128f5271d","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":53,"box":{"x":89,"y":543,"width":836,"height":12}},{"id":"758488ba-67a2-4d0e-9115-b0fc11260366","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":53,"box":{"x":89,"y":558,"width":855,"height":12}},{"id":"32ec8cbf-4e77-4f07-ab53-8e0032075c71","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":53,"box":{"x":89,"y":573,"width":854,"height":12}},{"id":"442ae7bb-ebd2-4813-aa10-44291a2498ee","block_type":"box","text":"including its sales personnel, will have an interest in obtaining fees and other amounts that are favorable to BlackRock and","page_number":53,"box":{"x":89,"y":588,"width":855,"height":12}},{"id":"44b95c46-f65d-4b05-877f-957a4ff430d7","block_type":"box","text":"such sales personnel, which may have an adverse effect on the Funds. Index based funds may use an index provider that is","page_number":53,"box":{"x":89,"y":603,"width":858,"height":13}},{"id":"a5eb91f7-82a0-4b48-bb76-0aaad9ca1ad8","block_type":"box","text":"affiliated with another service provider of the Fund or BlackRock that acts as a broker, dealer, agent, lender or in other","page_number":53,"box":{"x":89,"y":618,"width":820,"height":13}},{"id":"213ed0b4-ddac-4e25-a2bf-eecf9e3b21a7","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":53,"box":{"x":89,"y":633,"width":329,"height":13}},{"id":"ebfaecc9-e824-4300-8ee6-d2da604649d1","block_type":"box","text":"Subject to applicable law, BlackRock (and its personnel and other distributors) will be entitled to retain fees and other","page_number":53,"box":{"x":88,"y":660,"width":821,"height":12}},{"id":"31cc3e3e-ca95-42d4-9084-b1a6fda1e2c5","block_type":"box","text":"amounts that they receive in connection with their service to the Funds as broker, dealer, agent, lender, adviser or in other","page_number":53,"box":{"x":89,"y":675,"width":850,"height":12}},{"id":"e9677c2e-ce3e-47c2-8a34-602da73c9ee0","block_type":"box","text":"commercial capacities. No accounting to the Funds or their shareholders will be required, and no fees or other compensation","page_number":53,"box":{"x":89,"y":690,"width":874,"height":13}},{"id":"d6e0113d-a98a-4e7e-9c1b-bdcfb8bd6c7c","block_type":"box","text":"payable by the Funds or their shareholders will be reduced by reason of receipt by BlackRock of any such fees or other","page_number":53,"box":{"x":89,"y":705,"width":824,"height":13}},{"id":"a7c04783-dc6c-4f6d-adfa-43d049ffb497","block_type":"box","text":"amounts.","page_number":53,"box":{"x":89,"y":722,"width":65,"height":8}},{"id":"4ad781b7-e9cd-4c67-bbe6-6e8238ea12d0","block_type":"box","text":"When BlackRock acts as broker, dealer, agent, adviser or in other commercial capacities in relation to the Funds, BlackRock","page_number":53,"box":{"x":88,"y":747,"width":858,"height":12}},{"id":"e26aa2ed-e624-42ab-973f-849dd7a8e67b","block_type":"box","text":"may take commercial steps in its own interests, which may have an adverse effect on the Funds. A Fund will be required to","page_number":53,"box":{"x":89,"y":762,"width":856,"height":12}},{"id":"a371dc4e-61ff-4de2-9b95-d93aa5887551","block_type":"box","text":"establish business relationships with its counterparties based on the Fund’s own credit standing. BlackRock will not have any","page_number":53,"box":{"x":89,"y":777,"width":873,"height":12}},{"id":"2a586498-c72c-4507-9b54-1ea2eb36fabd","block_type":"box","text":"obligation to allow its credit to be used in connection with a Fund’s establishment of its business relationships, nor is it","page_number":53,"box":{"x":89,"y":792,"width":831,"height":13}},{"id":"f99715f4-e719-4804-8e1a-8cd7a6c8b71d","block_type":"box","text":"expected that the Fund’s counterparties will rely on the credit of BlackRock in evaluating the Fund’s creditworthiness.","page_number":53,"box":{"x":89,"y":807,"width":820,"height":13}},{"id":"bde9e7d4-ffb5-48a1-b9d8-d83923c12a50","block_type":"box","text":"BTC, an affiliate of BlackRock, pursuant to SEC exemptive relief, acts as securities lending agent to, and receives a share of","page_number":53,"box":{"x":89,"y":834,"width":851,"height":12}},{"id":"e8ef4dca-1dee-4f6d-a638-7cb760c58549","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":53,"box":{"x":89,"y":849,"width":869,"height":12}},{"id":"516a66ab-a7bc-4237-8dde-649bf3f1b64e","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":53,"box":{"x":89,"y":864,"width":850,"height":12}},{"id":"06197b5c-8987-417c-a2f7-b6cdd8a9a8de","block_type":"box","text":"39","page_number":53,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a6c0831f-da49-4afb-91f9-c3c196c98bbb","block_type":"box","text":"including but not limited to: (i) BlackRock as securities lending agent may have an incentive to, among other things, increase","page_number":54,"box":{"x":89,"y":44,"width":872,"height":12}},{"id":"474c3d80-4a57-41b4-8be3-f81b613648ca","block_type":"box","text":"or decrease the amount of securities on loan or to lend particular securities in order to generate additional risk-adjusted","page_number":54,"box":{"x":89,"y":59,"width":837,"height":12}},{"id":"ec75762f-0f77-47e4-8266-7c71fab6a0d4","block_type":"box","text":"revenue for BlackRock and its affiliates; and (ii) BlackRock as securities lending agent may have an incentive to allocate loans","page_number":54,"box":{"x":89,"y":74,"width":871,"height":12}},{"id":"b344e285-1aba-47fc-bb9b-054cbf8b3514","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":54,"box":{"x":88,"y":89,"width":825,"height":13}},{"id":"611fabdb-ed07-450e-8111-5dc4bbf26d5b","block_type":"box","text":"conflict by providing its securities lending clients with equal lending opportunities over time in order to approximate pro rata","page_number":54,"box":{"x":89,"y":104,"width":870,"height":13}},{"id":"1e56d21d-d4d8-419a-8b55-339aeffb398a","block_type":"box","text":"allocation.","page_number":54,"box":{"x":89,"y":119,"width":71,"height":10}},{"id":"1070682d-52f4-4b23-b2da-5a211f31f505","block_type":"box","text":"As part of its securities lending program, BlackRock indemnifies the Funds and certain other clients and/ or funds against a","page_number":54,"box":{"x":88,"y":146,"width":864,"height":12}},{"id":"65c6219f-5ff8-42c2-9a8d-85ec57bca33d","block_type":"box","text":"shortfall in collateral in the event of borrower default. On a regular basis, BlackRock calculates the potential dollar exposure of","page_number":54,"box":{"x":89,"y":161,"width":880,"height":12}},{"id":"b32eaa2c-1550-4d61-b234-fa8a384eb94d","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":54,"box":{"x":89,"y":176,"width":874,"height":13}},{"id":"b7909601-9057-4fd1-b922-034c05859ddf","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":54,"box":{"x":89,"y":191,"width":869,"height":13}},{"id":"f954c5c4-4b56-41df-aedb-ab932eb32ab8","block_type":"box","text":"risk model that calculates projected collateral shortfall values using loan-level factors such as loan and collateral type and","page_number":54,"box":{"x":89,"y":206,"width":848,"height":13}},{"id":"59762f5a-9902-4327-a0d4-fe1ea5fffda0","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":54,"box":{"x":89,"y":222,"width":845,"height":12}},{"id":"477acdf3-739f-4d33-9794-03ddb651b325","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":54,"box":{"x":89,"y":237,"width":818,"height":12}},{"id":"019765ea-d508-4981-b83b-14a8d2398aeb","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":54,"box":{"x":89,"y":252,"width":865,"height":12}},{"id":"5cdecfd9-e3c9-4f84-9a2f-8f04fbe50815","block_type":"box","text":"activity BlackRock may conduct at any given point in time by reducing the volume of lending opportunities for certain loans","page_number":54,"box":{"x":89,"y":267,"width":863,"height":12}},{"id":"ef291fa3-c283-4a36-9ae3-c68c4d213a85","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":54,"box":{"x":89,"y":282,"width":443,"height":12}},{"id":"3292dcba-3167-4630-a077-d03c87d225f3","block_type":"box","text":"BlackRock may decline to make a securities loan on behalf of a Fund, discontinue lending on behalf of a Fund or terminate a","page_number":54,"box":{"x":89,"y":308,"width":868,"height":13}},{"id":"b5cf2185-f9c1-469f-8350-0571c6422470","block_type":"box","text":"securities loan on behalf of a Fund for any reason, including but not limited to regulatory requirements and/or market rules,","page_number":54,"box":{"x":89,"y":324,"width":866,"height":12}},{"id":"d556012c-37dc-47a4-90f8-ee8b4fa4c109","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":54,"box":{"x":89,"y":339,"width":865,"height":12}},{"id":"a737e6bf-79d2-4c81-85e5-913b2540f79c","block_type":"box","text":"opportunities for certain types of loans, loans in particular markets, loans of particular securities or types of securities, or for","page_number":54,"box":{"x":89,"y":354,"width":866,"height":12}},{"id":"108cb40e-022a-4c48-af45-3f831cad9ad0","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":54,"box":{"x":89,"y":369,"width":857,"height":12}},{"id":"134a7243-c808-448f-8abf-46a2a6563e48","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":54,"box":{"x":89,"y":384,"width":422,"height":12}},{"id":"cfc20e91-5940-486d-9264-1d08b9348483","block_type":"box","text":"BlackRock uses a predetermined systematic process in order to approximate pro rata allocation over time. In order to allocate","page_number":54,"box":{"x":89,"y":410,"width":876,"height":13}},{"id":"c00bbbb4-468e-46c7-aa39-a962c48e6c26","block_type":"box","text":"a loan to a portfolio: (i) BlackRock as a whole must have sufficient lending capacity pursuant to the various program limits","page_number":54,"box":{"x":89,"y":426,"width":853,"height":12}},{"id":"e3a7f161-9e82-4ec6-8a44-d19311ba2368","block_type":"box","text":"(","page_number":54,"box":{"x":89,"y":441,"width":4,"height":12}},{"id":"efa5e023-10c9-4e5c-877e-d71aec4e3bcc","block_type":"box","text":"i.e","page_number":54,"box":{"x":94,"y":442,"width":15,"height":8}},{"id":"efff3fa1-db6b-4135-97f0-36179ba1d780","block_type":"box","text":"., indemnification exposure limit and borrower credit limits); (ii) the lending portfolio must hold the asset at the time a","page_number":54,"box":{"x":110,"y":441,"width":825,"height":12}},{"id":"77477e7f-5ee9-4d22-b69a-5a53cb48b11f","block_type":"box","text":"loan opportunity arrives; and (iii) the lending portfolio must also have enough inventory, either on its own or when","page_number":54,"box":{"x":89,"y":456,"width":799,"height":12}},{"id":"e43fb754-6a76-4e7d-93bf-1e608d7f251b","block_type":"box","text":"aggregated with other portfolios into one single market delivery, to satisfy the loan request. In doing so, BlackRock seeks to","page_number":54,"box":{"x":89,"y":471,"width":860,"height":12}},{"id":"458b40e7-b87c-4421-b219-f18f037e380b","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":54,"box":{"x":89,"y":486,"width":838,"height":12}},{"id":"c4c68175-fc4d-4619-b228-1fa0f7ab3ba3","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":54,"box":{"x":89,"y":501,"width":836,"height":13}},{"id":"1259e3cd-9bc6-4c55-9ab5-0aea28c4f0b0","block_type":"box","text":"individual clients may vary due to asset mix, asset/liability spreads on different securities, and the overall limits imposed by","page_number":54,"box":{"x":89,"y":516,"width":858,"height":13}},{"id":"c25ec41e-64b5-4b97-81f9-782211f088fd","block_type":"box","text":"the firm.","page_number":54,"box":{"x":88,"y":531,"width":59,"height":10}},{"id":"ffbcf395-8714-4067-af7c-8e736997113e","block_type":"box","text":"Purchases and sales of securities and other assets for a Fund may be bunched or aggregated with orders for other BlackRock","page_number":54,"box":{"x":89,"y":558,"width":875,"height":12}},{"id":"37c65493-67b7-4cf2-ad27-b55c7857b626","block_type":"box","text":"client accounts, including with accounts that pay different transaction costs solely due to the fact that they have different","page_number":54,"box":{"x":89,"y":573,"width":848,"height":12}},{"id":"7599ba75-db41-4c8f-97df-09bcd456e27e","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":54,"box":{"x":89,"y":588,"width":868,"height":12}},{"id":"6168a69f-cb85-4e20-b96d-9af594f4aa3d","block_type":"box","text":"decisions for different accounts are made separately, or if they determine that bunching or aggregating is not practicable or","page_number":54,"box":{"x":89,"y":603,"width":864,"height":13}},{"id":"75831fd2-0b2b-4a28-888c-de9bb6f499d5","block_type":"box","text":"required, or in cases involving client direction.","page_number":54,"box":{"x":89,"y":618,"width":318,"height":13}},{"id":"20674169-3f59-4151-9f9b-a7d1d985972c","block_type":"box","text":"Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of","page_number":54,"box":{"x":89,"y":645,"width":873,"height":12}},{"id":"123c8a05-f6b6-425f-ba4c-d744710c07de","block_type":"box","text":"securities purchased or sold. When this occurs, the various prices may be averaged, and the Funds will be charged or","page_number":54,"box":{"x":89,"y":660,"width":818,"height":12}},{"id":"1341ac53-c78f-4a0c-89f4-9987f939d4dd","block_type":"box","text":"credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of","page_number":54,"box":{"x":89,"y":675,"width":860,"height":12}},{"id":"f248eb09-ac8f-4d01-b8a8-788876021697","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":54,"box":{"x":88,"y":690,"width":844,"height":13}},{"id":"815effeb-3dc2-48f9-b47b-e9cbfa670d22","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":54,"box":{"x":89,"y":705,"width":470,"height":13}},{"id":"aeb797a5-f6be-47c9-9f0d-89b121a01326","block_type":"box","text":"BlackRock does not currently enter into arrangements to use the Fund’s assets for, or participate in, soft dollars, although","page_number":54,"box":{"x":89,"y":732,"width":847,"height":12}},{"id":"f969d6bb-e643-4d01-a19c-fd6b59375e65","block_type":"box","text":"BlackRock may receive research that is bundled with the trade execution, clearing, and/or settlement services provided by a","page_number":54,"box":{"x":89,"y":747,"width":864,"height":12}},{"id":"9f69c503-ac98-4b74-a94f-850d17512c3e","block_type":"box","text":"particular broker-dealer. To the extent that BlackRock receives research on this basis, many of the same conflicts related to","page_number":54,"box":{"x":89,"y":762,"width":856,"height":12}},{"id":"edfee708-9dcc-4485-9cd1-d0a4c15b7d59","block_type":"box","text":"traditional soft dollars may exist. For example, the research effectively will be paid by client commissions that also will be","page_number":54,"box":{"x":88,"y":777,"width":844,"height":12}},{"id":"d353f062-d3b4-4952-beea-3dc3efc89df7","block_type":"box","text":"used to pay for the execution, clearing, and settlement services provided by the broker-dealer and will not be paid by","page_number":54,"box":{"x":89,"y":792,"width":814,"height":13}},{"id":"5fb7ab46-e194-4d6e-9038-b1f426c40109","block_type":"box","text":"BlackRock.","page_number":54,"box":{"x":89,"y":807,"width":74,"height":10}},{"id":"a73abaa8-0879-46e7-a4b6-ecca3a9a410a","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":54,"box":{"x":88,"y":834,"width":879,"height":12}},{"id":"bd5e21ba-67ce-42d5-a36e-edbdfa55ef71","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":54,"box":{"x":89,"y":849,"width":841,"height":12}},{"id":"674e947d-ab4f-47af-bf4e-4b0803df01e5","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":54,"box":{"x":89,"y":864,"width":868,"height":12}},{"id":"c7633f82-cde0-4fea-b0cc-738147ee0027","block_type":"box","text":"40","page_number":54,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"9636ca51-2013-49ec-a728-5d171605e9f8","block_type":"box","text":"futures, fixed-price offerings and OTC transactions). Such research or other services may include, to the extent permitted by","page_number":55,"box":{"x":88,"y":44,"width":868,"height":12}},{"id":"bf974098-c4ca-45c1-8db5-516e44bffff7","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":55,"box":{"x":89,"y":59,"width":836,"height":12}},{"id":"e51e4d43-8790-4b85-943e-f86546383c8a","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":55,"box":{"x":89,"y":74,"width":815,"height":12}},{"id":"f555595a-c472-48a5-ac06-b71765cba83a","block_type":"box","text":"Research or other services obtained in this manner may be used in servicing any or all of the Funds and other BlackRock","page_number":55,"box":{"x":89,"y":101,"width":840,"height":12}},{"id":"8f1f6134-d248-4d3f-bc62-bde5f85ca3e0","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":55,"box":{"x":89,"y":116,"width":875,"height":12}},{"id":"eb47d726-e01c-4c3c-8070-1254837e1a57","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":55,"box":{"x":89,"y":131,"width":839,"height":12}},{"id":"4485a6be-718e-4bec-b89d-9a0c41f46d81","block_type":"box","text":"BlackRock client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such","page_number":55,"box":{"x":89,"y":146,"width":869,"height":12}},{"id":"bf9efbf0-2ce4-490c-90ba-a9face5a3221","block_type":"box","text":"other BlackRock client accounts. For example, research or other services that are paid for through one client’s commissions","page_number":55,"box":{"x":89,"y":161,"width":863,"height":12}},{"id":"ef2553c1-c0a4-4b24-9b0f-3fb367615f1e","block_type":"box","text":"may not be used in managing that client’s account. In addition, other BlackRock client accounts may receive the benefit,","page_number":55,"box":{"x":89,"y":176,"width":841,"height":13}},{"id":"f7f53e38-4dd6-4557-b7f1-9fa8ed83ec3d","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":55,"box":{"x":89,"y":191,"width":861,"height":13}},{"id":"67fbcc29-5fc2-4a62-ad24-6623d1ada671","block_type":"box","text":"may be provided to the Funds and to such other BlackRock client accounts. To the extent that BlackRock uses soft dollars, it","page_number":55,"box":{"x":89,"y":206,"width":867,"height":13}},{"id":"7c38c4e0-bf61-4910-ac6e-b6fec1b9b573","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":55,"box":{"x":88,"y":222,"width":400,"height":12}},{"id":"70f9c005-4fa9-4af8-8676-6f4c898f1012","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":55,"box":{"x":89,"y":248,"width":833,"height":12}},{"id":"4b7d57da-e035-443f-913c-c371c00d13af","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":55,"box":{"x":89,"y":263,"width":827,"height":12}},{"id":"76e74eb3-3340-4ffb-bf05-51d040e9e2a6","block_type":"box","text":"BlackRock believes are useful in its investment decision-making process. BlackRock may from time to time choose not to","page_number":55,"box":{"x":89,"y":278,"width":845,"height":13}},{"id":"9690db75-3aa3-4533-9c49-c6d5f60bb162","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":55,"box":{"x":89,"y":293,"width":850,"height":13}},{"id":"60f4769f-bd58-4303-b763-674f4d53e7a3","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":55,"box":{"x":89,"y":308,"width":870,"height":13}},{"id":"810c289e-76ab-4ae2-aaa0-826a6d9438fd","block_type":"box","text":"request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides","page_number":55,"box":{"x":89,"y":324,"width":845,"height":12}},{"id":"5b0cfbb3-f9ca-4b03-8b4d-ac6b58b25929","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":55,"box":{"x":89,"y":339,"width":825,"height":12}},{"id":"c26626f4-131a-439b-8c8a-bffaa65bef29","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":55,"box":{"x":89,"y":354,"width":361,"height":12}},{"id":"93b6167c-155d-44fe-abbe-851e288b5592","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":55,"box":{"x":89,"y":380,"width":869,"height":13}},{"id":"6f87f06d-a0bd-49bb-b71f-87d93e2a3a2c","block_type":"box","text":"has an investment or other interest, to the extent permitted by applicable law) in executing client securities transactions for","page_number":55,"box":{"x":89,"y":395,"width":862,"height":13}},{"id":"d1b3bcc4-ecba-412b-8b5e-8df990eedcdd","block_type":"box","text":"certain types of securities. These ECNs may charge fees for their services, including access fees and transaction fees. The","page_number":55,"box":{"x":89,"y":410,"width":845,"height":13}},{"id":"388fe844-17a5-4ae1-866a-6675ae0d97d8","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":55,"box":{"x":88,"y":426,"width":843,"height":12}},{"id":"3ec7721a-45a2-4c78-8daa-66e51aa6a971","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":55,"box":{"x":89,"y":441,"width":845,"height":12}},{"id":"b406c336-0085-41a7-88be-d1848b936ecf","block_type":"box","text":"may be paid by BlackRock even though incurred in connection with executing transactions on behalf of clients, including the","page_number":55,"box":{"x":89,"y":456,"width":872,"height":12}},{"id":"c385b735-6248-4367-9e1f-4f6b99bcb275","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":55,"box":{"x":89,"y":471,"width":805,"height":12}},{"id":"0078535d-d0c6-4e74-9dfa-e047bcd6cc3e","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":55,"box":{"x":89,"y":486,"width":793,"height":12}},{"id":"67bad5c9-ebda-4d1e-ac74-6fbcdd090aea","block_type":"box","text":"transactions.","page_number":55,"box":{"x":88,"y":502,"width":90,"height":9}},{"id":"dec27af8-e300-474d-bb15-e534cf457ee4","block_type":"box","text":"BlackRock owns a minority interest in, and is a member of, Members Exchange (“MEMX”), a newly created U.S. stock","page_number":55,"box":{"x":89,"y":528,"width":821,"height":12}},{"id":"b58fe4b4-8a2b-46ea-9694-5107097a6292","block_type":"box","text":"exchange. Transactions for a Fund may be executed on MEMX if third party brokers select MEMX as the appropriate venue","page_number":55,"box":{"x":89,"y":543,"width":859,"height":12}},{"id":"0226f8c3-128e-4097-8c8f-3563a01a3ace","block_type":"box","text":"for execution of orders placed by BlackRock traders on behalf of client portfolios. In addition, transactions in ETF shares may","page_number":55,"box":{"x":88,"y":558,"width":870,"height":12}},{"id":"063d3143-ee3d-4197-abfb-41ce33d5e233","block_type":"box","text":"be executed on MEMX if third party brokers select MEMX as the appropriate venue for the execution of such orders.","page_number":55,"box":{"x":89,"y":573,"width":810,"height":12}},{"id":"22628fb9-e7ad-4512-8fcc-44af50dab983","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":55,"box":{"x":89,"y":599,"width":826,"height":13}},{"id":"635ffb5e-c47e-4d0e-8d86-4db1daa50a02","block_type":"box","text":"decisions that it makes on behalf of advisory clients, including the Funds, and to help ensure that such decisions are made in","page_number":55,"box":{"x":89,"y":615,"width":872,"height":12}},{"id":"d4345565-f4ae-4050-9265-f6f577baadea","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":55,"box":{"x":89,"y":630,"width":876,"height":12}},{"id":"35ef76b2-951c-4f45-b935-26bbb45eea93","block_type":"box","text":"procedures, actual proxy voting decisions of BlackRock may have the effect of favoring the interests of other clients or","page_number":55,"box":{"x":89,"y":645,"width":824,"height":12}},{"id":"a7a89a8c-9d04-48ed-a108-87b95e076e7c","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":55,"box":{"x":89,"y":660,"width":801,"height":12}},{"id":"26808011-7e69-4cb2-91a6-2f72c44a4e38","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":55,"box":{"x":89,"y":675,"width":865,"height":12}},{"id":"f0526236-a240-4636-9605-bef0cdbe7597","block_type":"box","text":"Policies.”","page_number":55,"box":{"x":89,"y":690,"width":61,"height":10}},{"id":"d3e7706b-c619-47f5-b0df-2c363c4950ef","block_type":"box","text":"It is also possible that, from time to time, BlackRock and /or its advisory clients (including other funds and separately","page_number":55,"box":{"x":89,"y":717,"width":819,"height":12}},{"id":"ab9d7294-0329-4455-80ea-96a146dd349f","block_type":"box","text":"managed accounts) may, subject to compliance with applicable law, purchase and hold shares of a Fund. Increasing a Fund’s","page_number":55,"box":{"x":89,"y":732,"width":875,"height":12}},{"id":"484dca97-fe6e-4f73-ae4c-602597a21f08","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":55,"box":{"x":89,"y":747,"width":860,"height":12}},{"id":"0c0834c5-6c3f-4e0b-8dcb-ceb8c8addc45","block_type":"box","text":"the Fund’s expense ratio.","page_number":55,"box":{"x":88,"y":762,"width":174,"height":12}},{"id":"0f01c7c7-a6c3-47f1-a869-d3ba965e49e2","block_type":"box","text":"BlackRock reserves the right, subject to compliance with applicable law, to sell into the market or redeem in Creation Units","page_number":55,"box":{"x":89,"y":788,"width":855,"height":13}},{"id":"ca9e7c01-940f-4e02-bf49-9d223db060d6","block_type":"box","text":"through an Authorized Participant at any time some or all of the shares of the Fund acquired for its own accounts or the","page_number":55,"box":{"x":88,"y":804,"width":840,"height":12}},{"id":"0cc9dac0-8767-4e0b-b108-9e2f753e7613","block_type":"box","text":"account of a BlackRock advisory client. A large sale or redemption of shares of the Fund by BlackRock itself or a BlackRock","page_number":55,"box":{"x":89,"y":819,"width":855,"height":12}},{"id":"c6fd3ead-6da8-466b-a99d-ea0d390b87ce","block_type":"box","text":"advisory client could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s","page_number":55,"box":{"x":89,"y":834,"width":822,"height":12}},{"id":"8c08419b-059b-4011-998c-998d48c088f1","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":55,"box":{"x":89,"y":849,"width":872,"height":12}},{"id":"00aa5516-3a5c-47e4-970e-9f14faf6306b","block_type":"box","text":"Fund.","page_number":55,"box":{"x":89,"y":864,"width":38,"height":10}},{"id":"00f1764b-1c16-406c-8939-2b1d40e82673","block_type":"box","text":"41","page_number":55,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"8e58b80b-3d44-4e48-977d-9ee1ab4d2c5a","block_type":"box","text":"It is possible that a Fund may invest in securities of, or engage in transactions with, companies in which BlackRock has","page_number":56,"box":{"x":89,"y":44,"width":828,"height":12}},{"id":"14f7e52f-7703-4ec0-a07f-438a5ef41b8d","block_type":"box","text":"significant debt or equity investments or other interests. A Fund may also invest in issuances (such as structured notes) by","page_number":56,"box":{"x":89,"y":59,"width":857,"height":12}},{"id":"7961f2b2-2ff7-4c94-8300-73b6ef3c99b6","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":56,"box":{"x":89,"y":74,"width":860,"height":12}},{"id":"feb1838b-ea3a-476c-b028-1c9fc8ee0b08","block_type":"box","text":"sale of such issuances. In making investment decisions for a Fund, BlackRock is not permitted to obtain or use material non","page_number":56,"box":{"x":89,"y":89,"width":869,"height":13}},{"id":"1a8968ad-52d1-4941-821e-08e2c7b80d1a","block_type":"box","text":"public information acquired by any unit of BlackRock, in the course of these activities. In addition, from time to time, the","page_number":56,"box":{"x":89,"y":104,"width":839,"height":13}},{"id":"8cdb8dcc-90d1-4530-b64e-e4e4ce2f15b8","block_type":"box","text":"activities of BlackRock may limit a Fund’s flexibility in purchases and sales of securities. As indicated below, BlackRock may","page_number":56,"box":{"x":89,"y":119,"width":859,"height":13}},{"id":"5de54c09-aa4c-4d34-abe6-bd3fccc25e98","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":56,"box":{"x":89,"y":135,"width":866,"height":12}},{"id":"6ae8561f-6411-4c2c-bcda-67db3fe428ae","block_type":"box","text":"BlackRock and its personnel and other financial service providers may have interests in promoting sales of the Funds. With","page_number":56,"box":{"x":89,"y":161,"width":856,"height":12}},{"id":"7668ecb5-8af4-4418-ba01-4ef8fe8b4afb","block_type":"box","text":"respect to BlackRock and its personnel, the remuneration and profitability relating to services to and sales of the Funds or","page_number":56,"box":{"x":89,"y":176,"width":850,"height":13}},{"id":"f383e8a8-417f-4f34-af7c-0b93aa9bfafb","block_type":"box","text":"other products may be greater than remuneration and profitability relating to services to and sales of certain funds or other","page_number":56,"box":{"x":89,"y":191,"width":863,"height":13}},{"id":"fa412e68-0a98-4ef4-9539-3ed50c5ebfcf","block_type":"box","text":"products that might be provided or offered. BlackRock and its sales personnel may directly or indirectly receive a portion of","page_number":56,"box":{"x":89,"y":206,"width":860,"height":13}},{"id":"bdf47b0f-6263-4929-b989-64b5bea25812","block_type":"box","text":"the fees and commissions charged to the Funds or their shareholders. BlackRock and its advisory or other personnel may","page_number":56,"box":{"x":88,"y":222,"width":849,"height":12}},{"id":"51d49283-e7d7-41b0-b56c-f2a59c56a7a1","block_type":"box","text":"also benefit from increased amounts of assets under management. 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There is a potential conflict of interest as such sponsorships","page_number":56,"box":{"x":89,"y":339,"width":845,"height":12}},{"id":"5d063633-7459-479c-afba-eef47d416d31","block_type":"box","text":"may defray the costs of such activities to BlackRock, and may provide an incentive to BlackRock to retain such third parties to","page_number":56,"box":{"x":89,"y":354,"width":876,"height":12}},{"id":"b32c526d-fbec-41f1-9af4-dff703dd4b76","block_type":"box","text":"provide services to the Fund.","page_number":56,"box":{"x":89,"y":369,"width":200,"height":12}},{"id":"ac0ab45a-7612-4790-a688-10dc2b8facc9","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":56,"box":{"x":89,"y":395,"width":867,"height":13}},{"id":"bc051570-0125-425a-b182-3e169acba366","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":56,"box":{"x":88,"y":410,"width":821,"height":13}},{"id":"11f042ed-a4da-4607-9b74-0c436c2e6e15","block_type":"box","text":"investments assigned by a Fund’s pricing vendors, especially if such valuations are based on broker-dealer quotes or other","page_number":56,"box":{"x":89,"y":426,"width":855,"height":12}},{"id":"fa3ec780-b515-46d3-b69a-885b5cefc7ba","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":56,"box":{"x":89,"y":441,"width":877,"height":12}},{"id":"202becfd-af2b-427a-968a-1e649d1c776f","block_type":"box","text":"or determinations to a Fund’s pricing vendors and/or fund accountants, there may be instances where the Fund’s pricing","page_number":56,"box":{"x":89,"y":456,"width":848,"height":12}},{"id":"44a3f30c-d14c-41ba-b06e-a67345759c3b","block_type":"box","text":"vendors or fund accountants assign a different valuation to a security or other investment than the valuation for such","page_number":56,"box":{"x":88,"y":471,"width":821,"height":12}},{"id":"491953f4-00f1-46c9-93c0-32b89b66564a","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":56,"box":{"x":89,"y":486,"width":466,"height":12}},{"id":"0cf88fd9-385b-419f-8720-bdc949ce68c3","block_type":"box","text":"As disclosed in more detail in “Determination of Net Asset Value” in this SAI, when market quotations are not readily","page_number":56,"box":{"x":88,"y":513,"width":817,"height":12}},{"id":"f32e58aa-4c1c-4372-ae83-187cce760801","block_type":"box","text":"available or are believed by BlackRock to be unreliable, a Fund’s investments are valued at fair value by BlackRock. BlackRock","page_number":56,"box":{"x":89,"y":528,"width":869,"height":12}},{"id":"6a76fdc6-03f4-4bb6-8bff-399402ac2a6f","block_type":"box","text":"has been designated as the Fund’s valuation designee pursuant to Rule 2a-5 under the Investment Company Act and acts","page_number":56,"box":{"x":89,"y":543,"width":851,"height":12}},{"id":"5067eb80-06eb-4965-8b35-2b43d37a91b8","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":56,"box":{"x":88,"y":558,"width":879,"height":12}},{"id":"03c3e787-d35d-4783-8ae2-6999ebed5fee","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":56,"box":{"x":89,"y":573,"width":853,"height":12}},{"id":"0269d1a4-932c-417b-aeb6-542820b24035","block_type":"box","text":"price,” the 2a-5 Committee seeks to determine the price that a Fund might reasonably expect to receive from the current sale","page_number":56,"box":{"x":89,"y":588,"width":877,"height":12}},{"id":"3e386d3b-e765-4c4b-843e-ed9dca4cd8f9","block_type":"box","text":"of that asset or liability in an arm’s-length transaction. The price generally may not be determined based on what a Fund","page_number":56,"box":{"x":89,"y":603,"width":844,"height":13}},{"id":"c1a9837d-ce19-4bc9-96d1-f377b1653af8","block_type":"box","text":"might reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to maturity.","page_number":56,"box":{"x":89,"y":618,"width":863,"height":13}},{"id":"60f43ce9-acf0-422c-ba01-51715c40d9bc","block_type":"box","text":"While fair value determinations will be based upon all available factors that BlackRock deems relevant at the time of the","page_number":56,"box":{"x":88,"y":633,"width":835,"height":13}},{"id":"474c9e0e-2e0a-4682-8990-509315814557","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":56,"box":{"x":89,"y":649,"width":845,"height":12}},{"id":"acaaba98-7b6e-407c-b393-1d8f1877992c","block_type":"box","text":"models, fair value represents only a good faith approximation of the value of an asset or liability. The fair value of one or more","page_number":56,"box":{"x":89,"y":664,"width":876,"height":12}},{"id":"7ebb599e-b583-496b-858b-682f45c5a79f","block_type":"box","text":"assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the","page_number":56,"box":{"x":89,"y":679,"width":842,"height":12}},{"id":"2293111b-1955-47db-84cd-3fef191bea22","block_type":"box","text":"period in which the particular fair values were used in determining a Fund’s NAV. As a result, a Fund’s sale or redemption of","page_number":56,"box":{"x":89,"y":694,"width":864,"height":12}},{"id":"ccee5764-d5ad-4fc7-a312-ad567ed4e0b7","block_type":"box","text":"its shares at NAV, at a time when a holding or holdings are valued by the 2a-5 Committee at fair value, may have the effect of","page_number":56,"box":{"x":89,"y":709,"width":873,"height":12}},{"id":"9ee58207-a468-44b2-9403-95a1235a997e","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":56,"box":{"x":89,"y":724,"width":832,"height":13}},{"id":"68696abb-07e6-42b5-8d81-f66d0f5c9dac","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":56,"box":{"x":89,"y":739,"width":522,"height":13}},{"id":"36321dbb-b614-4ef5-bf27-94257ea7fc50","block_type":"box","text":"To the extent permitted by applicable law, a Fund may invest all or some of its short term cash investments in any money","page_number":56,"box":{"x":88,"y":766,"width":847,"height":12}},{"id":"a2682085-63e7-465f-a71f-418ace002606","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":56,"box":{"x":89,"y":781,"width":870,"height":12}},{"id":"2eedec28-4c66-4a59-963a-9b0c71fa8140","block_type":"box","text":"a Fund, to the extent permitted by the Investment Company Act, may pay its share of expenses of a money market fund or","page_number":56,"box":{"x":89,"y":796,"width":857,"height":12}},{"id":"6288844e-9084-4eff-8711-b2f2403b37b2","block_type":"box","text":"other similarly managed private fund in which it invests, which may result in a Fund bearing some additional expenses.","page_number":56,"box":{"x":89,"y":811,"width":831,"height":12}},{"id":"2a258d06-c6a3-453a-b233-773285ea231f","block_type":"box","text":"BlackRock and its directors, officers and employees, may buy and sell securities or other investments for their own accounts","page_number":56,"box":{"x":89,"y":838,"width":866,"height":12}},{"id":"d01dc454-0052-4254-ab55-c4625ed8cc6f","block_type":"box","text":"and may have conflicts of interest with respect to investments made on behalf of a Fund. As a result of differing trading and","page_number":56,"box":{"x":89,"y":853,"width":865,"height":12}},{"id":"2c4403f2-a754-4625-897a-2f34a344bfec","block_type":"box","text":"42","page_number":56,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"061d54d6-ad52-47bb-99b1-782188ec03a8","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":57,"box":{"x":89,"y":44,"width":855,"height":12}},{"id":"5642b3ef-17ee-4f7f-b4ef-fcd8eb2c8d67","block_type":"box","text":"same, different from or made at different times than positions taken for the Fund. To lessen the possibility that a Fund will be","page_number":57,"box":{"x":89,"y":59,"width":872,"height":12}},{"id":"5180d699-942a-46ca-be42-bc664bb11496","block_type":"box","text":"adversely affected by this personal trading, the Fund, BRIL and BlackRock each have adopted a Code of Ethics in compliance","page_number":57,"box":{"x":89,"y":74,"width":867,"height":12}},{"id":"c001a7c6-4554-47d4-b691-1deb762cd46b","block_type":"box","text":"with Section 17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment","page_number":57,"box":{"x":88,"y":89,"width":847,"height":13}},{"id":"0add50e1-a7b1-4223-b35f-657508ef7299","block_type":"box","text":"professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions.","page_number":57,"box":{"x":89,"y":104,"width":841,"height":13}},{"id":"49ec8adc-a616-4301-81bc-e025814eaf55","block_type":"box","text":"Each Code of Ethics is also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies","page_number":57,"box":{"x":89,"y":119,"width":851,"height":13}},{"id":"a2fb97e3-e9c0-459a-8c58-baae9b7104c5","block_type":"box","text":"may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":57,"box":{"x":89,"y":135,"width":562,"height":12}},{"id":"493f38ae-86f1-4efe-bab6-a016540f89d1","block_type":"box","text":"BlackRock will not purchase securities or other property from, or sell securities or other property to, a Fund, except that the","page_number":57,"box":{"x":89,"y":161,"width":861,"height":12}},{"id":"16b6583a-5b3f-43ad-96fd-768b5233e297","block_type":"box","text":"Fund may in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with","page_number":57,"box":{"x":89,"y":176,"width":847,"height":13}},{"id":"cd67bef3-c846-4395-b1e6-e5255c8be948","block_type":"box","text":"another Fund or accounts that are affiliated with the Fund as a result of common officers, directors, or investment advisers or","page_number":57,"box":{"x":89,"y":191,"width":877,"height":12}},{"id":"bbd2ca60-ccc7-4d3f-9315-b9f13808caa6","block_type":"box","text":"pursuant to exemptive orders granted to the Funds and/or BlackRock by the SEC. These transactions would be effected in","page_number":57,"box":{"x":89,"y":206,"width":852,"height":13}},{"id":"b7bc188e-9b5f-47ae-98f1-fe1a9ba7d128","block_type":"box","text":"circumstances in which BlackRock determined that it would be appropriate for the Fund to purchase and another client of","page_number":57,"box":{"x":89,"y":222,"width":855,"height":12}},{"id":"508f17e4-1690-4748-8d94-0ddd2b0ae6bc","block_type":"box","text":"BlackRock to sell, or the Fund to sell and another client of BlackRock to purchase, the same security or instrument on the","page_number":57,"box":{"x":89,"y":237,"width":846,"height":12}},{"id":"2c536e03-418a-4135-a2a7-9f81a5d9c4ae","block_type":"box","text":"same day. From time to time, the activities of a Fund may be restricted because of regulatory requirements applicable to","page_number":57,"box":{"x":89,"y":252,"width":839,"height":12}},{"id":"02af4a84-6bbf-40f3-8565-73e5e93fd735","block_type":"box","text":"BlackRock and/or BlackRock’s internal policies designed to comply with, limit the applicability of, or otherwise relate to such","page_number":57,"box":{"x":89,"y":267,"width":870,"height":12}},{"id":"85278b9a-f576-4d4e-9ad0-5e21ff8c4d17","block_type":"box","text":"requirements. A client not advised by BlackRock would not be subject to some of those considerations. There may be periods","page_number":57,"box":{"x":89,"y":282,"width":876,"height":12}},{"id":"b761d4e9-7a7f-4e10-b90f-ac0fbf20bd0d","block_type":"box","text":"when BlackRock may not initiate or recommend certain types of transactions, or may otherwise restrict or limit its advice in","page_number":57,"box":{"x":88,"y":297,"width":864,"height":12}},{"id":"19e73875-b9d3-421e-bd4c-678d9d84e0be","block_type":"box","text":"certain securities or instruments issued by or related to companies for which BlackRock is performing advisory or other","page_number":57,"box":{"x":89,"y":312,"width":834,"height":13}},{"id":"a541a87f-fab3-49f8-b0f2-ce07122daad0","block_type":"box","text":"services or has proprietary positions. For example, when BlackRock is engaged to provide advisory or risk management","page_number":57,"box":{"x":89,"y":327,"width":834,"height":13}},{"id":"ede8556e-42eb-42f6-9952-aabc7aeda3fe","block_type":"box","text":"services for a company, BlackRock may be prohibited from or limited in purchasing or selling securities of that company on","page_number":57,"box":{"x":89,"y":342,"width":859,"height":13}},{"id":"4e2cfe97-1318-4097-a8b6-0de27fb0f2eb","block_type":"box","text":"behalf of a Fund, particularly where such services result in BlackRock obtaining material non-public information about the","page_number":57,"box":{"x":89,"y":358,"width":853,"height":12}},{"id":"87d94c2b-4589-46ba-a96b-7c83e216a1f3","block_type":"box","text":"company (","page_number":57,"box":{"x":89,"y":373,"width":73,"height":12}},{"id":"6a6863de-f466-4038-a0d8-811371f3bedb","block_type":"box","text":"e.g","page_number":57,"box":{"x":164,"y":376,"width":20,"height":9}},{"id":"a66fabec-2bbb-4b13-a955-4282021d6d68","block_type":"box","text":"., in connection with participation in a creditors’ committee). Similar situations could arise if personnel of","page_number":57,"box":{"x":185,"y":373,"width":735,"height":12}},{"id":"92f99a58-4f39-43e5-8724-2d8249c8d54f","block_type":"box","text":"BlackRock serve as directors of companies the securities of which the Funds wish to purchase or sell. 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Certain BlackRock advisory personnel","page_number":57,"box":{"x":89,"y":490,"width":878,"height":12}},{"id":"c39dda47-d116-4550-9bf3-b183d40ec3c1","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":57,"box":{"x":89,"y":505,"width":829,"height":12}},{"id":"d870893c-4b73-4145-bf03-ef36ebb2cda3","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":57,"box":{"x":89,"y":520,"width":834,"height":12}},{"id":"fa7d2a96-09cd-47ac-992f-aa814d3f682e","block_type":"box","text":"taking) actions with respect to clients they advise in a manner different than or adverse to the decisions made or the actions","page_number":57,"box":{"x":88,"y":535,"width":870,"height":13}},{"id":"0954fac9-ded5-4a12-81f5-58883eb305a9","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":57,"box":{"x":88,"y":550,"width":852,"height":13}},{"id":"8950c768-6063-4492-8cfc-feae19a1159b","block_type":"box","text":"information with each other, including as a result of certain information barriers and other policies, and will not have any","page_number":57,"box":{"x":89,"y":565,"width":843,"height":13}},{"id":"a94d76f0-a258-4db0-8b48-a22020bdf512","block_type":"box","text":"obligation or other duty to do so.","page_number":57,"box":{"x":89,"y":581,"width":230,"height":12}},{"id":"0ea8469d-a696-41aa-a208-f68a8247f7c5","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":57,"box":{"x":89,"y":607,"width":838,"height":12}},{"id":"87dcfcfc-2da1-435e-b6af-b3889c7ca422","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":57,"box":{"x":89,"y":622,"width":879,"height":12}},{"id":"20221d9f-d03e-4241-b556-c04ad83117e6","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":57,"box":{"x":88,"y":637,"width":834,"height":13}},{"id":"df39407a-3b31-4bd8-ad49-c3ad49f13d1f","block_type":"box","text":"managing portfolios and voting proxies with respect to all other portfolios. As a result of information barriers, certain units of","page_number":57,"box":{"x":89,"y":652,"width":875,"height":13}},{"id":"faede54c-002c-4a76-b595-74578dda0f74","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":57,"box":{"x":89,"y":668,"width":859,"height":12}},{"id":"23ef92c9-7031-483c-8de5-97ad65246d73","block_type":"box","text":"personnel, in other units of BlackRock, and generally will not manage the Funds with the benefit of information possessed by","page_number":57,"box":{"x":89,"y":683,"width":875,"height":12}},{"id":"52b51b63-b2d9-4992-bcc1-9118aac983ab","block_type":"box","text":"such other units. 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In connection therewith, BlackRock personnel, businesses, and business units that","page_number":57,"box":{"x":88,"y":754,"width":862,"height":13}},{"id":"a844044e-8ac5-471f-a8e2-fca505978914","block_type":"box","text":"were moved will no longer have access to the information and personnel from the side of the information barrier from which","page_number":57,"box":{"x":88,"y":770,"width":873,"height":12}},{"id":"296982fa-23d5-42f3-8cbb-83e48d9127d0","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":57,"box":{"x":88,"y":785,"width":845,"height":12}},{"id":"78846812-52d4-4512-a480-bb606f1705f4","block_type":"box","text":"ability of BlackRock to engage in or otherwise effect transactions on behalf of the Funds (including purchasing or selling","page_number":57,"box":{"x":89,"y":800,"width":840,"height":12}},{"id":"b3f31b7f-75ba-4506-92e5-a911cba3b45e","block_type":"box","text":"securities that BlackRock may otherwise have purchased or sold for a client in the absence of a change to an information","page_number":57,"box":{"x":89,"y":815,"width":845,"height":12}},{"id":"1ee131a6-fcdf-43cc-b7ac-dafa1ddca5f0","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":57,"box":{"x":89,"y":830,"width":800,"height":12}},{"id":"f84af782-eba4-4f9f-9b7e-d35bdf2f25eb","block_type":"box","text":"inadvertent crossings of the barriers, and actions by personnel on one side of a barrier may impact the potential actions of","page_number":57,"box":{"x":89,"y":845,"width":856,"height":12}},{"id":"25482399-6e19-41be-a2de-9738afba4d19","block_type":"box","text":"personnel on the other side of a barrier.","page_number":57,"box":{"x":89,"y":860,"width":274,"height":13}},{"id":"0c478fa7-5315-4a88-a477-4903cffedbe8","block_type":"box","text":"43","page_number":57,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"fec62ad9-8436-47af-ab8f-51ef7f1236ac","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":58,"box":{"x":88,"y":44,"width":861,"height":12}},{"id":"e6f9d500-8cff-4f93-9a34-946c86f0e7bc","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":58,"box":{"x":88,"y":59,"width":803,"height":12}},{"id":"f52fd2df-ea56-43b6-a2d1-46ece64164c4","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":58,"box":{"x":89,"y":74,"width":862,"height":12}},{"id":"28ff8915-7be4-407e-a25e-fb981c5060e0","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":58,"box":{"x":89,"y":89,"width":845,"height":13}},{"id":"e9da237f-1996-49bc-8735-27c546dab144","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":58,"box":{"x":89,"y":104,"width":834,"height":13}},{"id":"8267adef-3854-4792-9282-b3dbbc52c866","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":58,"box":{"x":89,"y":119,"width":811,"height":13}},{"id":"907d3b1c-9cb7-4ccb-ab7c-d58782dff712","block_type":"box","text":"e.g","page_number":58,"box":{"x":901,"y":123,"width":21,"height":9}},{"id":"0942a4ab-e224-44ea-93de-28fb1183f95c","block_type":"box","text":".,","page_number":58,"box":{"x":923,"y":128,"width":6,"height":3}},{"id":"69a7d407-772a-4b5c-a856-2f96f2f29f36","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":58,"box":{"x":89,"y":135,"width":849,"height":12}},{"id":"68090f44-3fcf-4df3-951a-924731222f36","block_type":"box","text":"ownership restrictions (","page_number":58,"box":{"x":89,"y":150,"width":165,"height":12}},{"id":"2aa7b84e-2ba3-4d31-bfa1-99c31d65728f","block_type":"box","text":"e.g","page_number":58,"box":{"x":255,"y":153,"width":20,"height":9}},{"id":"b8ee1f56-3f04-4765-9927-d58132fb71db","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":58,"box":{"x":276,"y":150,"width":688,"height":12}},{"id":"d39b9f7c-3539-4160-a137-a6c6b63b1f8c","block_type":"box","text":"invests in certain futures and derivatives, there may be limits on the aggregate amount invested by BlackRock for its clients","page_number":58,"box":{"x":89,"y":165,"width":857,"height":12}},{"id":"ab04f403-1f6f-4821-936d-c69c183e1c43","block_type":"box","text":"and BlackRock’s proprietary accounts that may not be exceeded without the grant of a license or other regulatory or","page_number":58,"box":{"x":89,"y":180,"width":815,"height":12}},{"id":"3f750509-3be5-425b-8a7a-99f05db2386a","block_type":"box","text":"corporate approval, order, consent, relief, waiver or non-disapproval or, if exceeded, may cause BlackRock or its clients to be","page_number":58,"box":{"x":89,"y":195,"width":864,"height":12}},{"id":"7dc56087-7902-4561-a136-48cbafdfe276","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":58,"box":{"x":89,"y":210,"width":846,"height":13}},{"id":"1676a545-42c3-428a-a388-4dd37f040b65","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":58,"box":{"x":89,"y":225,"width":813,"height":13}},{"id":"87c307c6-a4bc-4837-90d2-113c7d435bec","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":58,"box":{"x":89,"y":240,"width":390,"height":13}},{"id":"883c40eb-0bd4-4ae9-bd55-26613fa1a406","block_type":"box","text":"e.g","page_number":58,"box":{"x":480,"y":243,"width":20,"height":10}},{"id":"e8baedba-4ccc-4058-b0e6-cf85a03fcfbb","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":58,"box":{"x":501,"y":240,"width":451,"height":13}},{"id":"fdcc3bed-77e5-49b7-909a-d7fe6b33d236","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":58,"box":{"x":89,"y":256,"width":854,"height":12}},{"id":"ac0ff625-ef10-4e76-bcc1-741b18200c28","block_type":"box","text":"such clients to additional costs and additional risks, including any risks associated with investing in derivatives. There may be","page_number":58,"box":{"x":89,"y":271,"width":874,"height":12}},{"id":"42879c11-cd35-4bd9-b9fc-a9ac7b156029","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":58,"box":{"x":89,"y":286,"width":866,"height":12}},{"id":"dca9965d-0767-4fdc-8928-f096515ae733","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":58,"box":{"x":89,"y":301,"width":831,"height":12}},{"id":"373bee3b-8647-425a-a057-c33a6f4f9916","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":58,"box":{"x":89,"y":316,"width":854,"height":12}},{"id":"dd73a08e-e63b-45cf-8d80-3245cc76192e","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":58,"box":{"x":89,"y":331,"width":547,"height":12}},{"id":"4c50e9aa-941a-49f9-ac01-e6bf7cc880a2","block_type":"box","text":"If certain aggregate ownership thresholds are reached either through the actions of BlackRock or a BlackRock client or as a","page_number":58,"box":{"x":89,"y":358,"width":859,"height":12}},{"id":"2a781968-5e34-4dad-82db-4585c42c737c","block_type":"box","text":"result of corporate actions by the issuer, the ability of BlackRock on behalf of clients to purchase or dispose of investments, or","page_number":58,"box":{"x":89,"y":373,"width":878,"height":12}},{"id":"5a064c8f-3155-4ff7-9051-05f4e16f6a47","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":58,"box":{"x":89,"y":388,"width":793,"height":12}},{"id":"8c80ad16-4715-4994-815e-46983ad6c98d","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":58,"box":{"x":89,"y":403,"width":828,"height":12}},{"id":"e8ffffe8-a02d-4e22-9ee5-b461c337b95f","block_type":"box","text":"restriction, a client may be unable to purchase or directly hold a security the client would otherwise purchase or hold. The","page_number":58,"box":{"x":89,"y":418,"width":852,"height":12}},{"id":"f087a890-43a4-478b-b9d7-0a938af49554","block_type":"box","text":"limitation or restriction may be based on the holdings of other BlackRock clients instead of the specific client being restricted.","page_number":58,"box":{"x":89,"y":433,"width":877,"height":13}},{"id":"c9b9a17b-0dbf-454b-ab02-8128219ee0c0","block_type":"box","text":"For index funds, this means a fund may not be able to track its index as closely as it would if it was not subject to an","page_number":58,"box":{"x":89,"y":448,"width":810,"height":13}},{"id":"9ad24d45-99f9-4f6a-8b27-5412b4464dc1","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":58,"box":{"x":89,"y":463,"width":835,"height":13}},{"id":"82665cb0-11ef-4f8f-a106-42858c0dc993","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":58,"box":{"x":89,"y":479,"width":841,"height":12}},{"id":"9e0a9678-5159-47a7-a873-d3b6ea0e52fc","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":58,"box":{"x":89,"y":494,"width":874,"height":12}},{"id":"b664826b-4b1d-4866-8994-dcaeb8aff182","block_type":"box","text":"voting rights or forgoing the right to receive dividends) when BlackRock, in its sole discretion, deems it appropriate in light of","page_number":58,"box":{"x":88,"y":509,"width":876,"height":12}},{"id":"a9544de6-5adb-4d5d-b976-74f724959939","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":58,"box":{"x":89,"y":524,"width":878,"height":12}},{"id":"499af9fd-e225-4ebb-9394-57e6b41f16a1","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":58,"box":{"x":88,"y":539,"width":812,"height":12}},{"id":"2ae945c3-6bcd-4ad3-9eb3-919d531f4084","block_type":"box","text":"When BlackRock or a BlackRock client is subject to an ownership limitation, BlackRock may in its discretion seek permission","page_number":58,"box":{"x":88,"y":565,"width":867,"height":13}},{"id":"b39ad588-855d-4d45-8264-4fb243fbefa6","block_type":"box","text":"from the applicable issuers or regulators to exceed the limitation. However, there is no guarantee that permission will be","page_number":58,"box":{"x":88,"y":581,"width":840,"height":12}},{"id":"528ec847-93f3-4f80-aeeb-27e307962815","block_type":"box","text":"granted, or that, once granted, it will not be modified or revoked at a later date with minimal or no notice. The issuer and/or","page_number":58,"box":{"x":89,"y":596,"width":868,"height":12}},{"id":"f620ab85-5b54-40e6-b119-c5b2d6f0355a","block_type":"box","text":"regulator may also require that BlackRock on behalf of itself and its clients take or refrain from taking certain actions in","page_number":58,"box":{"x":89,"y":611,"width":829,"height":12}},{"id":"abfa6506-250b-4a02-954d-178fe4863940","block_type":"box","text":"connection with the approval, order, consent, relief or non-disapproval, which BlackRock may accept if it believes the benefits","page_number":58,"box":{"x":89,"y":626,"width":876,"height":12}},{"id":"4123fc29-8c9c-42cf-acb2-3db74e415ced","block_type":"box","text":"outweigh the costs and may limit BlackRock from taking actions that it otherwise would take. In those circumstances where","page_number":58,"box":{"x":89,"y":641,"width":868,"height":12}},{"id":"4350594c-6e2b-4cc7-bd05-64cf0d39c9a0","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":58,"box":{"x":89,"y":656,"width":879,"height":13}},{"id":"8b5a2d9d-148f-4b18-a716-da2696ed7da1","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":58,"box":{"x":89,"y":671,"width":863,"height":13}},{"id":"df19e2ec-38a0-411e-a587-fb3b9e654e05","block_type":"box","text":"designed to prevent the occurrence of a breach of any applicable ownership threshold or limits, including, for example, when","page_number":58,"box":{"x":89,"y":686,"width":874,"height":13}},{"id":"9196e011-b95b-4834-9a2f-7525ca9f5393","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":58,"box":{"x":89,"y":702,"width":868,"height":12}},{"id":"fbe2f0b0-7685-43f0-8d4c-b967d513b4d6","block_type":"box","text":"with respect to ETFs, remove such securities from the list of Deposit Securities to be delivered to the Fund in connection with","page_number":58,"box":{"x":88,"y":717,"width":875,"height":12}},{"id":"7cdb1561-0d6d-4886-bff4-6b3540b39782","block_type":"box","text":"purchases of Creation Units of such Fund. If client holdings of an issuer exceed an applicable threshold and BlackRock is","page_number":58,"box":{"x":89,"y":732,"width":840,"height":12}},{"id":"b62b9205-0a79-49a7-a603-3e3cc37664e8","block_type":"box","text":"unable to obtain relief to enable the continued holding of such investments, it may be necessary to reduce these positions to","page_number":58,"box":{"x":89,"y":747,"width":872,"height":12}},{"id":"b4c5e0c5-bdd4-4eff-8050-42ca82ee5cc3","block_type":"box","text":"meet the applicable limitations and BlackRock or such client may be subject to regulatory actions. In these cases, the","page_number":58,"box":{"x":89,"y":762,"width":817,"height":12}},{"id":"c4ff0058-26df-4dac-8348-241f96792d17","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":58,"box":{"x":89,"y":777,"width":613,"height":12}},{"id":"8b52f877-4561-48cf-9390-f2848b8d5931","block_type":"box","text":"Ownership limitations are highly complex. It is possible that, despite BlackRock’s intent to either comply with or be granted","page_number":58,"box":{"x":89,"y":804,"width":861,"height":12}},{"id":"618c2b9e-b3cc-44e4-8300-139354d1e93b","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":58,"box":{"x":89,"y":819,"width":814,"height":12}},{"id":"9b189325-7cf0-4622-98ca-4af6d619c35e","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":58,"box":{"x":89,"y":834,"width":481,"height":12}},{"id":"39131fbe-4f00-49c4-9260-c6caee55fbbd","block_type":"box","text":"44","page_number":58,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"692cda7a-50f9-4cac-989b-ffbb197dc74c","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":59,"box":{"x":89,"y":44,"width":872,"height":12}},{"id":"953586e1-d555-4028-916e-1c3b1d8424b9","block_type":"box","text":"authorities, and such reports may entail the disclosure of the identity of a client or BlackRock’s intended strategy with respect","page_number":59,"box":{"x":89,"y":59,"width":878,"height":12}},{"id":"6d351040-4899-4cee-b67b-99cd51e5b5a7","block_type":"box","text":"to such security or asset.","page_number":59,"box":{"x":88,"y":74,"width":174,"height":12}},{"id":"0a5b9c3b-9846-40eb-bb4f-6381d3711f70","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":59,"box":{"x":89,"y":101,"width":710,"height":12}},{"id":"c57cd2a3-9413-4df9-8e0a-0b6a43efc6a2","block_type":"box","text":"Under an ETF Services Agreement, the Fund has, when applicable, retained BRIL, an affiliate of BFA, to perform certain order","page_number":59,"box":{"x":89,"y":127,"width":868,"height":12}},{"id":"7a32923b-49e4-4034-bf38-a9a1a52226c5","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":59,"box":{"x":89,"y":142,"width":873,"height":12}},{"id":"0ce1a0fe-c5fb-4eed-8a68-ee5c81781a79","block_type":"box","text":"Creation Units of the Fund (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":59,"box":{"x":89,"y":157,"width":831,"height":13}},{"id":"6f80d439-2b98-4462-9061-6880778ff419","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":59,"box":{"x":89,"y":172,"width":845,"height":13}},{"id":"ccb3354e-125d-44e5-9c0c-fc5a4ef05d9c","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":59,"box":{"x":89,"y":188,"width":876,"height":12}},{"id":"66620476-5d3e-400c-9f08-8d96fa01c3a7","block_type":"box","text":"received payment from, Citibank on the design and development of the ETF Services platform. Citibank has, and from time to","page_number":59,"box":{"x":89,"y":203,"width":875,"height":12}},{"id":"3b787f75-b503-4cc4-aa57-87fbc47d8c9d","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":59,"box":{"x":88,"y":218,"width":709,"height":12}},{"id":"f6c16927-888a-4ed3-9ab7-20b0d0d772a1","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Fund may collect certain fees","page_number":59,"box":{"x":89,"y":244,"width":859,"height":13}},{"id":"d722fdc4-0250-4bc7-a46e-e35074aaf717","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":59,"box":{"x":88,"y":259,"width":809,"height":13}},{"id":"fac61ac6-0d85-44f4-9a35-c72a2a012fc5","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Fund in determining the rates for fees collected by the Fund","page_number":59,"box":{"x":89,"y":274,"width":877,"height":13}},{"id":"4106440e-6ae1-49f1-9fdc-920b854bbe34","block_type":"box","text":"related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":59,"box":{"x":89,"y":290,"width":824,"height":12}},{"id":"357972d7-f7a2-4294-a7f2-11f5e6fd8147","block_type":"box","text":"collection of these fees. As these charges are based on estimates, where the charges exceed actual transaction-related costs","page_number":59,"box":{"x":89,"y":305,"width":870,"height":12}},{"id":"78fbc38e-8a7d-43f2-ac0c-d748542e204b","block_type":"box","text":"and/or expenses incurred by the Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":59,"box":{"x":89,"y":320,"width":869,"height":12}},{"id":"d7bd9a10-da0b-41a1-aaed-29a5fe9b05df","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":59,"box":{"x":89,"y":335,"width":566,"height":12}},{"id":"0ec0415b-96d1-4c2f-9e4c-c2c9488d49d3","block_type":"box","text":"BlackRock may maintain securities indices. To the extent permitted by applicable laws, the Funds may seek to license and use","page_number":59,"box":{"x":89,"y":361,"width":877,"height":13}},{"id":"be2360d2-9239-4507-96b7-197b6d7dc77c","block_type":"box","text":"such indices as part of their investment strategy. Index based funds that seek to track the performance of securities indices","page_number":59,"box":{"x":89,"y":376,"width":859,"height":13}},{"id":"e8871ddd-bb6a-4da8-ba59-ff547c7a499a","block_type":"box","text":"also may use the name of the index or index provider in the fund name. Index providers, including BlackRock (to the extent","page_number":59,"box":{"x":89,"y":392,"width":861,"height":12}},{"id":"bcded362-503c-4245-8aa3-de7093f4ed00","block_type":"box","text":"permitted by applicable law), may be paid licensing fees for use of their index or index name. In instances where BlackRock","page_number":59,"box":{"x":89,"y":407,"width":859,"height":12}},{"id":"875c96f1-5010-46a4-aae0-ddb2e40bf1c8","block_type":"box","text":"charges a unitary management fee, BlackRock may have a financial incentive to use a BlackRock index that is less costly to","page_number":59,"box":{"x":89,"y":422,"width":856,"height":12}},{"id":"b366dd85-bda8-490c-a548-c2f99aed86b5","block_type":"box","text":"BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing","page_number":59,"box":{"x":89,"y":437,"width":846,"height":12}},{"id":"eb4e20be-efc4-4976-83fc-62e6ee2b3d29","block_type":"box","text":"acceptance in the marketplace for such indices. BlackRock is not obligated to license its indices to a Fund and the Funds are","page_number":59,"box":{"x":89,"y":452,"width":867,"height":12}},{"id":"43c4367c-8b3e-421e-9ab8-41391cb09588","block_type":"box","text":"under no obligation to use BlackRock indices. 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BlackRock may also enter into contractual arrangements with","page_number":59,"box":{"x":89,"y":539,"width":853,"height":12}},{"id":"df747bbb-c18a-457f-8a24-7a33e3e25350","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":59,"box":{"x":89,"y":554,"width":858,"height":12}},{"id":"a660436b-5d38-4a88-b3d4-b89d0e2748f9","block_type":"box","text":"with respect to a Fund. 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For example, under certain circumstances, an investment opportunity may be restricted due to limited supply in","page_number":62,"box":{"x":89,"y":160,"width":854,"height":12}},{"id":"5e6dd735-ded5-4df4-8f13-92095abdfac0","block_type":"box","text":"the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among","page_number":62,"box":{"x":88,"y":175,"width":858,"height":12}},{"id":"0825ef42-f74f-4483-ae54-dc3f732fb75f","block_type":"box","text":"those portfolios and accounts, including the Funds, seeking such investment opportunity. As a consequence, from time to","page_number":62,"box":{"x":88,"y":190,"width":855,"height":12}},{"id":"73c337fc-07b6-4846-9de5-1c0d3488f16f","block_type":"box","text":"time each Fund may receive a smaller allocation of an investment opportunity than they would have if the Portfolio Managers","page_number":62,"box":{"x":88,"y":205,"width":878,"height":12}},{"id":"6ece0678-cf4b-4e8a-bb8e-78dd0f8de871","block_type":"box","text":"and BFA and its affiliates did not manage other portfolios or accounts.","page_number":62,"box":{"x":89,"y":220,"width":489,"height":13}},{"id":"b92b786b-1e0d-4f5a-bd50-51c9834d115b","block_type":"box","text":"Like the Funds, the other portfolios or accounts for which the Portfolio Managers are primarily responsible for the day-to-day","page_number":62,"box":{"x":89,"y":247,"width":875,"height":12}},{"id":"0a07ac8a-f37b-4f6e-a14b-73b0bf9530c9","block_type":"box","text":"portfolio management generally pay an asset-based fee to BFA or its affiliates, as applicable, for its advisory services. 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A portfolio or account with a performance-based fee would pay BFA","page_number":62,"box":{"x":89,"y":292,"width":866,"height":12}},{"id":"fafba627-efd5-4688-89cb-425e285a8d48","block_type":"box","text":"or its affiliates a portion of that portfolio’s or account’s gains, or would pay BFA or its affiliates more for its services than","page_number":62,"box":{"x":89,"y":307,"width":834,"height":13}},{"id":"c5d65220-60ea-4d40-841f-5ecd810104ac","block_type":"box","text":"would otherwise be the case if BFA or any of its affiliates meets or exceeds specified performance targets. Performance-based","page_number":62,"box":{"x":88,"y":322,"width":879,"height":13}},{"id":"e43eb698-b0e1-4945-aeef-fdbf7bfdccd4","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":62,"box":{"x":88,"y":337,"width":799,"height":13}},{"id":"690d23a8-a8b7-4211-a1dc-a5b4ec0690b4","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":62,"box":{"x":89,"y":353,"width":832,"height":12}},{"id":"0ec9f7a1-e203-4cf9-aa16-b278b25089db","block_type":"box","text":"accounts, in order to earn larger fees. Although BFA and each of its affiliates have an obligation to allocate resources and","page_number":62,"box":{"x":89,"y":368,"width":843,"height":12}},{"id":"44f19338-6764-491d-b52a-63026dac8b82","block_type":"box","text":"opportunities equitably among portfolios and accounts and intend to do so, shareholders of the Funds should be aware that,","page_number":62,"box":{"x":89,"y":383,"width":872,"height":12}},{"id":"b73f156b-c669-4bf0-80e7-59232f304759","block_type":"box","text":"as with any group of portfolios and accounts managed by an investment adviser and/or its affiliates pursuant to varying fee","page_number":62,"box":{"x":89,"y":398,"width":865,"height":12}},{"id":"0da928dd-aabe-47bf-95fc-2bfc6b675f86","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which 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Compensation may include a variety of","page_number":63,"box":{"x":89,"y":218,"width":861,"height":12}},{"id":"f6cc5f5e-3ef8-4120-b5a8-4acdb8939b77","block_type":"box","text":"components and may vary from year to year based on a number of factors. The principal components of compensation","page_number":63,"box":{"x":89,"y":233,"width":836,"height":12}},{"id":"018b1a0e-5eeb-4a58-84da-da1d8ca261df","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":63,"box":{"x":89,"y":248,"width":865,"height":12}},{"id":"0273d701-b3f4-43cc-a01d-a738fe3356b3","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":63,"box":{"x":89,"y":263,"width":496,"height":12}},{"id":"151b613d-abf8-4b0d-b576-7af78ac87718","block_type":"box","text":"Each portfolio manager receives base compensation based on their position with the firm, as well as retirement and other","page_number":63,"box":{"x":89,"y":290,"width":850,"height":12}},{"id":"21f6bcff-b482-4f34-820e-191fc6d20531","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":63,"box":{"x":89,"y":305,"width":787,"height":12}},{"id":"1557fa37-6e45-47af-9a61-5411bbf6c4cb","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":63,"box":{"x":89,"y":320,"width":872,"height":12}},{"id":"0414f6ba-55b8-4730-ab53-abdb11f0d30c","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":63,"box":{"x":88,"y":335,"width":856,"height":12}},{"id":"74cf17e9-aa77-493a-ba10-a6a5b3828e90","block_type":"box","text":"team relative to the portfolios’ investment objectives (which in the case of index ETFs would be how closely the ETF tracks its","page_number":63,"box":{"x":88,"y":350,"width":876,"height":12}},{"id":"b52e2a3d-08b4-45e6-b470-5ece16fa3660","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":63,"box":{"x":89,"y":365,"width":835,"height":12}},{"id":"680e12fd-25e0-496a-a56e-40656541c17f","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":63,"box":{"x":89,"y":380,"width":815,"height":13}},{"id":"80efd355-864c-4437-bd5d-5b1e7c010828","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":63,"box":{"x":89,"y":395,"width":824,"height":13}},{"id":"01f155b3-276b-4dde-8110-5e3b46da5929","block_type":"box","text":"granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term","page_number":63,"box":{"x":89,"y":410,"width":847,"height":13}},{"id":"f1e2458f-e8b1-47c7-8749-2ece5a26d05f","block_type":"box","text":"shareholders and motivate performance.","page_number":63,"box":{"x":89,"y":426,"width":284,"height":12}},{"id":"3e769aba-e39a-4707-a472-ed7b537d27bd","block_type":"box","text":"As of July 31, 2025, the Portfolio Managers did not beneficially own shares of the Funds.","page_number":63,"box":{"x":88,"y":452,"width":613,"height":12}},{"id":"ed41ef6b-f428-4fc7-9123-19b18c266f71","block_type":"box","text":"Codes of Ethics.","page_number":63,"box":{"x":89,"y":479,"width":114,"height":9}},{"id":"2eedf581-cd82-42ab-a9a4-301446c07251","block_type":"box","text":"The Trust, BFA and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act.","page_number":63,"box":{"x":211,"y":479,"width":751,"height":12}},{"id":"9f2a732c-9a4f-4902-84d9-d4fc14fe30cc","block_type":"box","text":"The codes of ethics permit personnel subject to the codes of ethics to invest in securities, subject to certain limitations,","page_number":63,"box":{"x":88,"y":494,"width":833,"height":12}},{"id":"f0f2d14e-28d4-4821-b9fd-deb98a413057","block_type":"box","text":"including securities that may be purchased or held by the Funds. Each code of ethics is available by contacting BlackRock at","page_number":63,"box":{"x":89,"y":509,"width":865,"height":12}},{"id":"5134db62-a077-43b1-ad6b-404f2e634ef4","block_type":"box","text":"the telephone number on the back cover of each Fund’s Prospectus or by accessing the EDGAR Database on the SEC’s","page_number":63,"box":{"x":88,"y":524,"width":829,"height":12}},{"id":"662a15b8-493d-45e3-ab07-d4edd00d0532","block_type":"box","text":"Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by e-mail at","page_number":63,"box":{"x":89,"y":539,"width":754,"height":12}},{"id":"22c2e4c4-3e0b-4855-999d-570d88f6782f","block_type":"box","text":"publicinfo@sec.gov.","page_number":63,"box":{"x":89,"y":554,"width":139,"height":12}},{"id":"e0fa6f2e-4a44-428b-abde-a7f30a72c1d0","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":63,"box":{"x":88,"y":581,"width":282,"height":12}},{"id":"fdbef7c5-b5a5-4d91-b65b-2e638344e133","block_type":"box","text":"The Funds are subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":63,"box":{"x":379,"y":581,"width":588,"height":12}},{"id":"b7ac7aa3-561e-4622-b9fd-9fcace6e7179","block_type":"box","text":"intended to prevent the use of the U.S. financial system in furtherance of money laundering, terrorism or other illicit activities.","page_number":63,"box":{"x":89,"y":596,"width":877,"height":12}},{"id":"b22b77b3-ae40-4c80-abb2-63927c64c0fd","block_type":"box","text":"Pursuant to requirements under the Patriot Act, a Fund may request information from Authorized Participants to enable it to","page_number":63,"box":{"x":89,"y":611,"width":870,"height":12}},{"id":"d42bdb70-94b5-46f7-b54b-ae78c7b394ad","block_type":"box","text":"form a reasonable belief that it knows the true identity of its Authorized Participants. This information will be used to verify","page_number":63,"box":{"x":88,"y":626,"width":860,"height":12}},{"id":"76d58739-f63b-4fe8-ae18-9531a91f931a","block_type":"box","text":"the identity of Authorized Participants or, in some cases, the status of financial professionals; it will be used only for","page_number":63,"box":{"x":88,"y":641,"width":807,"height":12}},{"id":"790d11b1-9d16-4c0e-8f42-eda6f7fe8809","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":63,"box":{"x":89,"y":656,"width":367,"height":13}},{"id":"1e299af1-38cf-4b01-af2d-0de396cb007e","block_type":"box","text":"The Funds reserve the right to reject purchase orders from persons who have not submitted information sufficient to allow","page_number":63,"box":{"x":88,"y":683,"width":860,"height":12}},{"id":"d9542dcc-dd5d-45e2-872a-bb17df3810aa","block_type":"box","text":"the Fund to verify their identity. Each Fund also reserves the right to redeem any amounts in a Fund from persons whose","page_number":63,"box":{"x":88,"y":698,"width":844,"height":12}},{"id":"bb7a8e7f-1444-4d72-ba3f-a9a4434ddfd5","block_type":"box","text":"identity it is unable to verify on a timely basis. It is the Funds’ policy to cooperate fully with appropriate regulators in any","page_number":63,"box":{"x":89,"y":713,"width":839,"height":12}},{"id":"7af6e3cd-07ca-41a5-aa74-64caf2a5ca05","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":63,"box":{"x":89,"y":728,"width":721,"height":12}},{"id":"e9eb54e4-07d3-4afb-a6fa-0ce396da5b83","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":63,"box":{"x":88,"y":754,"width":329,"height":13}},{"id":"18cae12e-7cfc-4494-b902-a7303111282a","block_type":"box","text":"The Bank of New York Mellon (“BNY Mellon”) serves as administrator,","page_number":63,"box":{"x":425,"y":754,"width":488,"height":13}},{"id":"8c688e7c-cac0-4b33-af5f-4178200417b7","block_type":"box","text":"custodian and transfer agent for the Funds under the Master Services Agreement (the “Master Services Agreement”). BNY","page_number":63,"box":{"x":89,"y":770,"width":857,"height":12}},{"id":"b47e0d5e-bb89-4ae0-a9ed-c80728838d63","block_type":"box","text":"Mellon’s principal address is 240 Greenwich Street, New York, NY 10286. Pursuant to the Master Services Agreement with the","page_number":63,"box":{"x":89,"y":785,"width":878,"height":12}},{"id":"86405a8c-f206-44e9-8d5f-53324a4d50db","block_type":"box","text":"Trust, BNY Mellon provides necessary administrative, tax and accounting and financial reporting services for the","page_number":63,"box":{"x":88,"y":800,"width":784,"height":12}},{"id":"479b33ee-82f6-4b86-a148-5c9020ac70b3","block_type":"box","text":"maintenance and operations of the Trust and each Fund. In addition, BNY Mellon makes available the office space,","page_number":63,"box":{"x":89,"y":815,"width":799,"height":12}},{"id":"fbc4e71d-719b-439d-bc43-7b1300286eb7","block_type":"box","text":"equipment, personnel and facilities required to provide such services. Pursuant to the Master Services Agreement with the","page_number":63,"box":{"x":89,"y":830,"width":855,"height":12}},{"id":"176d45bd-4d54-4902-88e6-7fc974f12788","block_type":"box","text":"Trust, BNY Mellon maintains, in separate accounts, cash, securities and other assets of the Trust and each Fund, keeps all","page_number":63,"box":{"x":88,"y":845,"width":848,"height":12}},{"id":"7b4119c5-6b4b-4f4e-b898-6cd3b3a64d46","block_type":"box","text":"necessary accounts and records and provides other services. BNY Mellon is required, upon the order of the Trust, to deliver","page_number":63,"box":{"x":89,"y":860,"width":859,"height":13}},{"id":"75297d55-e79f-4464-9c3d-3aa11b604c3b","block_type":"box","text":"49","page_number":63,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"59ff51db-d474-4478-afb4-1841b55f02a6","block_type":"box","text":"securities held by BNY Mellon and to make payments for securities purchased by the Trust for each Fund. BNY Mellon is","page_number":64,"box":{"x":89,"y":44,"width":837,"height":12}},{"id":"6627cc92-d0e3-4402-9c76-e27d134a5a55","block_type":"box","text":"authorized to appoint certain foreign custodians or foreign custody managers for Fund investments outside the U.S. Pursuant","page_number":64,"box":{"x":89,"y":59,"width":878,"height":12}},{"id":"72f27c2a-852a-4c9c-bcfe-aeceb4f51766","block_type":"box","text":"to the Master Services Agreement with the Trust, BNY Mellon acts as a transfer agent for each Fund’s authorized and issued","page_number":64,"box":{"x":88,"y":74,"width":868,"height":12}},{"id":"dbcd0f70-ee4e-45fc-bcc0-29cdfee2f207","block_type":"box","text":"shares of beneficial interest, and as dividend disbursing agent of the Trust. As compensation for these services, BNY Mellon","page_number":64,"box":{"x":89,"y":89,"width":862,"height":13}},{"id":"9c6d4fd0-f9d6-4e16-9b8e-39eacf7e3f6d","block_type":"box","text":"receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by BFA.","page_number":64,"box":{"x":89,"y":104,"width":875,"height":13}},{"id":"8862cfac-02dd-4727-84a2-7b3d1956c637","block_type":"box","text":"BFA pays the compensation because it has agreed to pay these operating expenses under the Investment Advisory","page_number":64,"box":{"x":89,"y":119,"width":801,"height":13}},{"id":"70fa7863-7907-4610-a27d-766b52e70349","block_type":"box","text":"Agreement as described therein.","page_number":64,"box":{"x":88,"y":135,"width":227,"height":12}},{"id":"4e604f40-d4d4-4124-ac37-ebed15abfbb3","block_type":"box","text":"JPMorgan serves as custodian for the Funds in connection with certain securities lending activities under a Custody Services","page_number":64,"box":{"x":88,"y":161,"width":869,"height":12}},{"id":"c5948e50-5712-4304-ab06-7fd8c3b72656","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":64,"box":{"x":88,"y":176,"width":479,"height":13}},{"id":"17882b6b-2c18-43d9-9803-52f2591d521c","block_type":"box","text":"th","page_number":64,"box":{"x":570,"y":174,"width":10,"height":6}},{"id":"903dd8b7-1e4c-47ad-8aa5-0477b53daf97","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":64,"box":{"x":586,"y":176,"width":362,"height":13}},{"id":"a872ccfd-9ea4-42ce-9a6b-09aae707e43f","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":64,"box":{"x":88,"y":191,"width":863,"height":13}},{"id":"729e4aca-9241-424d-aa21-1cac8bf3718a","block_type":"box","text":"lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":64,"box":{"x":89,"y":206,"width":817,"height":13}},{"id":"8cd50fe0-3e64-49ee-a2b2-11599dcb7c75","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":64,"box":{"x":89,"y":222,"width":867,"height":12}},{"id":"e42bed43-3c12-4df0-bdea-4911b386c7e5","block_type":"box","text":"JPMorgan receives certain fees and expenses paid by BTC from its compensation for its services as securities lending agent.","page_number":64,"box":{"x":88,"y":237,"width":861,"height":12}},{"id":"111f63a6-8c24-425e-8578-752cd071ca1f","block_type":"box","text":"Distributor.","page_number":64,"box":{"x":89,"y":263,"width":80,"height":10}},{"id":"b1b8016c-368a-4b9d-85d8-246fbcd768a6","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":64,"box":{"x":178,"y":263,"width":783,"height":12}},{"id":"2a94f3a5-f1fa-4fe6-80a9-cf1f670d0c01","block_type":"box","text":"sale by the Funds through the Distributor or its agent only in Creation Units, as described in the Prospectus and below in the","page_number":64,"box":{"x":89,"y":278,"width":869,"height":13}},{"id":"40672e76-6e05-473d-8919-a7644b0978b1","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":64,"box":{"x":89,"y":293,"width":299,"height":13}},{"id":"03e0919c-9b22-41c1-a80c-2c569cf9502c","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units are generally","page_number":64,"box":{"x":393,"y":293,"width":568,"height":13}},{"id":"c02b3d66-df79-40cb-9172-3d378db8e0fe","block_type":"box","text":"not distributed by the Distributor or its agent. The Distributor or its agent will arrange for the delivery of the Prospectus and,","page_number":64,"box":{"x":89,"y":308,"width":867,"height":13}},{"id":"5dc365cb-b409-426f-99f0-7e3bd9349c8b","block_type":"box","text":"upon request, this SAI to persons purchasing Creation Units and will maintain records of both orders placed with it or its","page_number":64,"box":{"x":89,"y":324,"width":841,"height":12}},{"id":"f3d78cdf-8ac2-41ea-9a6a-9af9336c3489","block_type":"box","text":"agents and confirmations of acceptance furnished by it or its agents. The Distributor is a broker-dealer registered under the","page_number":64,"box":{"x":89,"y":339,"width":864,"height":12}},{"id":"3d768474-1924-409c-a36e-7e9fb002c337","block_type":"box","text":"Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial Industry Regulatory Authority,","page_number":64,"box":{"x":88,"y":354,"width":875,"height":12}},{"id":"b84fc68b-8038-4a40-afe2-064da8b5a0af","block_type":"box","text":"Inc. (“FINRA”). The Distributor is also licensed as a broker-dealer in all 50 U.S. states, as well as in Puerto Rico, the U.S. Virgin","page_number":64,"box":{"x":89,"y":369,"width":869,"height":12}},{"id":"220d4ec4-18ef-47a9-ad58-65f2cccd2142","block_type":"box","text":"Islands and the District of Columbia.","page_number":64,"box":{"x":89,"y":384,"width":253,"height":10}},{"id":"68524d48-d36d-4b2c-ba70-76a0691fa4b5","block_type":"box","text":"The Distribution Agreement for each Fund provides that it may be terminated at any time, without the payment of any","page_number":64,"box":{"x":88,"y":410,"width":829,"height":13}},{"id":"d846dced-0c1f-4a62-9e57-1c7d04ae3b29","block_type":"box","text":"penalty, on at least 60 days’ prior written notice to the other party following (i) the vote of a majority of the Independent","page_number":64,"box":{"x":89,"y":426,"width":840,"height":12}},{"id":"264799e4-8e8f-4e3a-8ed7-9c3e03a67a3e","block_type":"box","text":"Trustees, or (ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant Fund.","page_number":64,"box":{"x":88,"y":441,"width":861,"height":12}},{"id":"2a615c47-584c-4e11-9ae5-f56f52c1ae97","block_type":"box","text":"The Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":64,"box":{"x":88,"y":456,"width":811,"height":12}},{"id":"52f27567-86e8-4d51-b1b4-6b9ffb354398","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":64,"box":{"x":88,"y":482,"width":848,"height":13}},{"id":"1a64441d-c093-4c25-ac73-698e21636c0f","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":64,"box":{"x":89,"y":497,"width":818,"height":13}},{"id":"fc37b450-5262-4bfc-8c62-085bda063fea","block_type":"box","text":"participants and/or investor services organizations.","page_number":64,"box":{"x":89,"y":513,"width":357,"height":12}},{"id":"aabb0bf8-7279-4525-b7d2-abbf50648c71","block_type":"box","text":"BFA or its affiliates may, from time to time and from its own resources, pay, defray or absorb costs relating to distribution,","page_number":64,"box":{"x":89,"y":539,"width":847,"height":12}},{"id":"2ab5275c-4508-4153-92fa-4724f8d9e5b2","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":64,"box":{"x":89,"y":554,"width":743,"height":12}},{"id":"dcd1cf01-383a-434e-b07e-4b88c4d51626","block_type":"box","text":"Securities Lending.","page_number":64,"box":{"x":88,"y":581,"width":137,"height":12}},{"id":"308cbb8a-8c20-4863-bf0f-e114684e35eb","block_type":"box","text":"To the extent that a Fund engages in securities lending, each Fund conducts its securities lending","page_number":64,"box":{"x":234,"y":581,"width":681,"height":12}},{"id":"9184b53d-6bb8-4271-9dea-33e99d329eb6","block_type":"box","text":"pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the Funds, subject to the overall supervision of","page_number":64,"box":{"x":89,"y":596,"width":872,"height":12}},{"id":"c7131fa0-670f-4ce5-bb32-4f4ea53bf00b","block_type":"box","text":"BFA, pursuant to a written agreement (the “Securities Lending Agency Agreement”).","page_number":64,"box":{"x":89,"y":611,"width":592,"height":12}},{"id":"25a8ebf0-36ef-4135-bf93-e083166e9dcf","block_type":"box","text":"Each Fund and Underlying Fund retains a portion of the securities lending income and remits the remaining portion to BTC as","page_number":64,"box":{"x":89,"y":637,"width":878,"height":13}},{"id":"41bdb2c7-fb95-4358-aab3-3dbb5183dc70","block_type":"box","text":"compensation for its services as securities lending agent. Securities lending income is generally equal to the total of income","page_number":64,"box":{"x":89,"y":652,"width":864,"height":13}},{"id":"9ae33c41-49da-4c00-ae60-11ce3084ba3f","block_type":"box","text":"earned from the reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or","page_number":64,"box":{"x":89,"y":668,"width":859,"height":12}},{"id":"08d08320-a5ac-4789-b642-ff0cebaf3762","block_type":"box","text":"other payments to and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly","page_number":64,"box":{"x":89,"y":683,"width":837,"height":12}},{"id":"03e27dcf-e56d-4863-a668-0816c7a38141","block_type":"box","text":"related to securities lending, including custodial costs of JPMorgan. Each Fund and Underlying Fund are responsible for fees","page_number":64,"box":{"x":89,"y":698,"width":864,"height":12}},{"id":"4d5d8528-08a4-4a13-8c1c-d2c8ee067c3e","block_type":"box","text":"in connection with the investment of cash collateral received for securities on loan in a money market fund managed by BFA","page_number":64,"box":{"x":89,"y":713,"width":870,"height":12}},{"id":"6eb2e157-2d36-41e1-8935-90847ddebb3d","block_type":"box","text":"(the “collateral investment fees”); however, BTC has agreed to reduce the amount of securities lending income it receives in","page_number":64,"box":{"x":89,"y":728,"width":860,"height":12}},{"id":"4cdef8ce-39a6-4d46-8d9b-b0a6756e8ecf","block_type":"box","text":"order to effectively limit the collateral investment fees a Fund bears to an annual rate of 0.04%. Such money market fund","page_number":64,"box":{"x":89,"y":743,"width":845,"height":12}},{"id":"138ce643-22dc-4257-80b8-0a27ef3013f9","block_type":"box","text":"shares will not be subject to a sales load, redemption fee, distribution fee or service fee.","page_number":64,"box":{"x":89,"y":758,"width":608,"height":13}},{"id":"9aee10a4-4376-4780-84ab-ab73d7678e5e","block_type":"box","text":"To the extent that a Fund invests cash collateral in a non-government money market fund, the Fund may be subject to a","page_number":64,"box":{"x":88,"y":785,"width":841,"height":12}},{"id":"1d1c0dd7-f928-43da-91c8-d021578c05a4","block_type":"box","text":"discretionary liquidity fee of up to 2% on all redemptions. Discretionary liquidity fees may be imposed or terminated at any","page_number":64,"box":{"x":89,"y":800,"width":858,"height":12}},{"id":"8cc82bc1-1225-4269-960e-b9ae075adaef","block_type":"box","text":"time at the discretion of the board of directors of the money market fund, or its delegate, if it is determined that such fee","page_number":64,"box":{"x":88,"y":815,"width":844,"height":12}},{"id":"f07b244d-a581-467a-8fb0-d1f5642e014c","block_type":"box","text":"would be, or would not be, respectively, in the best interest of the money market fund. Additionally, a Fund will be subject to","page_number":64,"box":{"x":88,"y":830,"width":868,"height":12}},{"id":"76c8f2fc-d2d9-481d-a1c0-cd7b241ce1e8","block_type":"box","text":"a mandatory liquidity fee if the money market fund’s total net redemptions on a single day exceed 5% of the money market","page_number":64,"box":{"x":89,"y":845,"width":865,"height":12}},{"id":"9e6be3d4-a7d5-4c82-b9e8-16ff7b244b88","block_type":"box","text":"fund’s net assets, unless the liquidity costs are de minimis (","page_number":64,"box":{"x":88,"y":860,"width":415,"height":13}},{"id":"d2d40d18-7f07-456e-b91e-c65d7a95dd0e","block_type":"box","text":"i.e","page_number":64,"box":{"x":504,"y":861,"width":15,"height":9}},{"id":"8c1a3f8e-4c3a-4779-943e-808258f73c4f","block_type":"box","text":"., less than one basis point (0.01%)). The money market fund","page_number":64,"box":{"x":520,"y":860,"width":429,"height":13}},{"id":"26b2cf29-6acf-4197-96bf-656e1afc4ac1","block_type":"box","text":"50","page_number":64,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"4452190d-5360-41e6-a086-8dd1adb9560c","block_type":"box","text":"will determine the size of the mandatory liquidity fee by making a good faith estimate of certain costs the money market fund","page_number":65,"box":{"x":88,"y":44,"width":879,"height":12}},{"id":"9a272347-71ef-4f1f-b5dc-8d90faa2e2c5","block_type":"box","text":"would incur if it were to sell a pro rata amount of each security in the portfolio to satisfy the amount of net redemptions on","page_number":65,"box":{"x":88,"y":59,"width":861,"height":12}},{"id":"4ef30eef-3e3d-4b63-bde7-fcd9ffff0146","block_type":"box","text":"that day. There is no limit to the size of a mandatory liquidity fee. If the money market fund cannot estimate the costs of","page_number":65,"box":{"x":88,"y":74,"width":841,"height":12}},{"id":"94151c03-456d-48ad-9764-4816c8c1646b","block_type":"box","text":"selling a pro rata amount of each portfolio security in good faith and supported by data, it is required to apply a default","page_number":65,"box":{"x":89,"y":89,"width":831,"height":13}},{"id":"c988f3db-a606-43f4-b665-990386c23da8","block_type":"box","text":"liquidity fee of 1% on the value of shares redeemed on that day. The imposition of any such discretionary or mandatory","page_number":65,"box":{"x":89,"y":104,"width":835,"height":13}},{"id":"52c6d430-54db-4587-a5e9-367b19555616","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":65,"box":{"x":89,"y":119,"width":464,"height":13}},{"id":"4c882f9a-a5b6-452e-8e46-96f150381ca3","block_type":"box","text":"Under the securities lending program, the Funds are categorized into one of several specific asset classes. The determination","page_number":65,"box":{"x":89,"y":146,"width":871,"height":12}},{"id":"07ebabdc-17d0-460c-a402-69d750285bef","block_type":"box","text":"of a Fund’s asset class category (fixed-income, domestic equity, international equity or fund-of-funds), each of which may be","page_number":65,"box":{"x":89,"y":161,"width":877,"height":12}},{"id":"5a68752f-6cdc-456c-a69c-8912dd771ce2","block_type":"box","text":"subject to a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.","page_number":65,"box":{"x":89,"y":176,"width":685,"height":13}},{"id":"fb6bda08-a0e0-4175-a9e3-229d3e634943","block_type":"box","text":"Pursuant to the current Securities Lending Agency Agreement:","page_number":65,"box":{"x":89,"y":203,"width":439,"height":12}},{"id":"b0a3a86e-80b6-45b4-8051-bc949cb1e706","block_type":"box","text":"(i) fund-of-funds, such as the Funds, retain 82% of securities lending income (which excludes collateral investment fees),","page_number":65,"box":{"x":89,"y":229,"width":849,"height":12}},{"id":"3bf5c123-9d63-4621-8832-08d40f0aa963","block_type":"box","text":"and (ii) this amount can never be less than 70% of the sum of securities lending income plus collateral investment fees.","page_number":65,"box":{"x":89,"y":244,"width":836,"height":13}},{"id":"39e8fb55-8711-4916-a7d3-a8f2d4674e68","block_type":"box","text":"In addition, commencing the business day following the date that the aggregate securities lending income (which includes,","page_number":65,"box":{"x":89,"y":271,"width":863,"height":12}},{"id":"58826412-a661-44db-8d91-1829ba01c219","block_type":"box","text":"for this purpose, collateral investment fees) earned across the iShares Complex (as defined in the","page_number":65,"box":{"x":88,"y":286,"width":679,"height":12}},{"id":"a6ffa248-070c-48ea-95d5-97ddf80b589d","block_type":"box","text":"Management — 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income (which excludes collateral investment fees) and (ii) this amount can never be less than","page_number":65,"box":{"x":89,"y":358,"width":862,"height":12}},{"id":"83f903d5-18c6-45db-875d-458578e9aabe","block_type":"box","text":"70% of the sum of securities lending income plus collateral investment fees.","page_number":65,"box":{"x":89,"y":373,"width":532,"height":12}},{"id":"2d3d9c53-9689-4e88-b410-2677a8183d07","block_type":"box","text":"(1) selecting borrowers from an approved list of borrowers and executing a securities lending agreement as agent on","page_number":65,"box":{"x":109,"y":399,"width":817,"height":13}},{"id":"8c4dd324-374a-4d24-872b-079371bfe944","block_type":"box","text":"behalf of the Funds with each such borrower;","page_number":65,"box":{"x":109,"y":414,"width":316,"height":12}},{"id":"efe28707-196a-4307-8aef-d0ec29836723","block_type":"box","text":"(2) negotiating the terms of securities loans, including the amount of fees;","page_number":65,"box":{"x":109,"y":441,"width":519,"height":12}},{"id":"5effcf28-511d-422b-900d-53a6a4fe4e97","block_type":"box","text":"(3) directing the delivery of loaned securities;","page_number":65,"box":{"x":109,"y":467,"width":314,"height":13}},{"id":"594f00fb-4951-4e1d-b68d-b9a3d7a417e7","block_type":"box","text":"(4) monitoring the daily value of the loaned securities and directing the payment of additional collateral or the return of","page_number":65,"box":{"x":109,"y":494,"width":836,"height":12}},{"id":"e61f446b-c92c-46c9-a4fe-88d2e4306e50","block_type":"box","text":"excess collateral, as necessary;","page_number":65,"box":{"x":108,"y":509,"width":214,"height":12}},{"id":"9d1e95db-2276-4240-8207-d17be1fcb455","block_type":"box","text":"(5) investing cash collateral received in connection with any loaned securities;","page_number":65,"box":{"x":109,"y":535,"width":543,"height":13}},{"id":"400f7f20-177e-4e10-a531-cf9a844f7151","block_type":"box","text":"(6) monitoring distributions on loaned securities (for example, interest and dividend activity);","page_number":65,"box":{"x":109,"y":562,"width":652,"height":12}},{"id":"fb16da7b-4e69-4fef-a9b5-9b9661d3b096","block_type":"box","text":"(7) in the event of default by a borrower with respect to any securities loan, using the collateral or the proceeds of the","page_number":65,"box":{"x":109,"y":588,"width":821,"height":12}},{"id":"b966dbed-d237-4673-bb00-f683fa62ec64","block_type":"box","text":"liquidation of collateral to purchase replacement securities of the same issue, type, class and series as that of the loaned","page_number":65,"box":{"x":109,"y":603,"width":839,"height":13}},{"id":"60c6e321-e5b9-482d-ae1d-a5a2d440ed39","block_type":"box","text":"securities; and","page_number":65,"box":{"x":108,"y":618,"width":100,"height":12}},{"id":"3a425dff-bfab-475c-978f-f81aefced029","block_type":"box","text":"(8) terminating securities loans and arranging for the return of loaned securities to the Funds at loan termination.","page_number":65,"box":{"x":109,"y":645,"width":793,"height":12}},{"id":"e500fdc7-6bd5-4c15-88e5-7d9f0e765692","block_type":"box","text":"The following tables show the dollar amounts of income and fees/compensation related to the securities lending activities of","page_number":65,"box":{"x":88,"y":671,"width":878,"height":13}},{"id":"c520456d-3975-4b14-a3d7-133fa6e562c8","block_type":"box","text":"each Fund during its most recent fiscal year ended July 31, 2025.","page_number":65,"box":{"x":89,"y":686,"width":449,"height":13}},{"id":"512662ca-eecf-4ada-88c3-691d6b9b3984","block_type":"box","text":"Fund iShares Large Cap Accelerated Outcome ETF","page_number":65,"box":{"x":89,"y":736,"width":345,"height":10}},{"id":"9d201eb0-b05f-4cec-85d6-2c0b1ef5de26","block_type":"box","text":"iShares Large","page_number":65,"box":{"x":488,"y":716,"width":77,"height":10}},{"id":"77062305-1bdc-4ee2-8b9b-21d2d3f96ff9","block_type":"box","text":"Cap 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BFA Entities make payments for Intermediaries’ participation in","page_number":67,"box":{"x":89,"y":784,"width":816,"height":12}},{"id":"b975e027-3e70-428c-82c6-79bad568f3ef","block_type":"box","text":"activities that are designed to make registered representatives, other professionals and individual investors more","page_number":67,"box":{"x":89,"y":799,"width":785,"height":13}},{"id":"a85e1e4c-499b-4af3-806d-3df0af90b431","block_type":"box","text":"knowledgeable about exchange-traded products, including the Fund and other Products, or for other activities, such as","page_number":67,"box":{"x":89,"y":814,"width":834,"height":13}},{"id":"bf3660e2-7ef6-4af6-b7ba-00292aded2fa","block_type":"box","text":"participation in marketing activities and presentations, educational training programs, conferences, the development of","page_number":67,"box":{"x":89,"y":829,"width":836,"height":13}},{"id":"774fa6dc-6635-4859-b3a3-3881b2e773c7","block_type":"box","text":"technology platforms and reporting systems (“Education Costs”). BFA Entities also make payments to Intermediaries for","page_number":67,"box":{"x":88,"y":845,"width":841,"height":12}},{"id":"0268e88c-824b-48d7-ab90-6db0c3fb08c5","block_type":"box","text":"certain printing, publishing and mailing costs or materials relating to the Fund or other Products (“Publishing Costs”). In","page_number":67,"box":{"x":89,"y":860,"width":841,"height":12}},{"id":"ba05cbbb-63fd-45c2-8d13-7177285546bc","block_type":"box","text":"53","page_number":67,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"2ffd8665-44ae-48ff-8630-d02cde9cb27f","block_type":"box","text":"addition, BFA Entities make payments to Intermediaries that make shares of the Fund or other Products available to their","page_number":68,"box":{"x":89,"y":44,"width":843,"height":12}},{"id":"34260e30-d20f-4263-a6f5-f81a6c26623b","block_type":"box","text":"clients, in some cases at a waived or reduced commission rate or ticket charge, develop new products that feature iShares,","page_number":68,"box":{"x":89,"y":59,"width":856,"height":12}},{"id":"4fd79cff-7ed7-4dd4-b173-4359611700c1","block_type":"box","text":"create educational content about the Fund or other Products that is featured on an Intermediary’s platform, or otherwise","page_number":68,"box":{"x":89,"y":74,"width":846,"height":12}},{"id":"a1cc34ad-e0a9-4f27-98f5-ab96130430f8","block_type":"box","text":"promote the Fund or other Products. 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These financial incentives may cause the Intermediary to recommend the Fund or other Products or otherwise","page_number":68,"box":{"x":89,"y":237,"width":827,"height":12}},{"id":"1b0d8276-fa0c-461d-a984-d6828c313450","block_type":"box","text":"promote the Fund or other Products over other investments. The same conflicts of interest and financial incentives exist with","page_number":68,"box":{"x":89,"y":252,"width":874,"height":12}},{"id":"228f5df4-6489-45dd-acd9-f6fa3cdd1ec9","block_type":"box","text":"respect to your salesperson or other investment professional if he or she receives similar payments from his or her","page_number":68,"box":{"x":89,"y":267,"width":798,"height":12}},{"id":"3c6fefb0-f54e-4ec7-b71e-9de0f041fd51","block_type":"box","text":"Intermediary firm.","page_number":68,"box":{"x":89,"y":282,"width":125,"height":12}},{"id":"34c7c095-95ac-4a8c-ba8c-63f2890aacba","block_type":"box","text":"In addition to the payments described above, BFA Entities have developed proprietary tools, calculators and related","page_number":68,"box":{"x":89,"y":308,"width":802,"height":13}},{"id":"b6f7533c-6643-4a30-8010-bc53b1599fb1","block_type":"box","text":"interactive or digital content that is made available through the www.blackrock.com website at no additional cost to","page_number":68,"box":{"x":89,"y":324,"width":812,"height":12}},{"id":"e5c99644-fe43-495c-aa2e-417ad405a6a1","block_type":"box","text":"Intermediaries. 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Effective June 4, 2016, this","page_number":68,"box":{"x":89,"y":395,"width":795,"height":13}},{"id":"1ed9d4a8-3e2f-4ea4-a486-e03538428c0c","block_type":"box","text":"relationship was expanded to include National Financial Services, LLC (“NFS”), an affiliate of FBS. Pursuant to this special,","page_number":68,"box":{"x":89,"y":410,"width":847,"height":13}},{"id":"f6857e04-66de-4c22-8c8b-25347f50d340","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":68,"box":{"x":89,"y":426,"width":824,"height":12}},{"id":"b314b82d-93c6-447c-9172-de7eb4f7503e","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":68,"box":{"x":89,"y":441,"width":826,"height":12}},{"id":"81513b87-872b-49de-8879-6bc1b13e2651","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":68,"box":{"x":89,"y":456,"width":835,"height":12}},{"id":"fd77e4e4-69d2-42aa-a403-a2c3318270c8","block_type":"box","text":"certain funds and Products in certain Fidelity platforms and investment programs, in some cases at a waived or reduced","page_number":68,"box":{"x":89,"y":471,"width":838,"height":12}},{"id":"6640ef78-887f-40c4-8c24-606c17c6773c","block_type":"box","text":"commission rate or ticket charge, and to provide marketing data to BFA Entities. BFA Entities have agreed to facilitate the","page_number":68,"box":{"x":89,"y":486,"width":844,"height":12}},{"id":"993f9c27-e431-4fc1-a909-1e7eecd1e6d4","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":68,"box":{"x":89,"y":501,"width":831,"height":13}},{"id":"f037d697-33b4-496e-a0ed-976a792c7ba8","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":68,"box":{"x":89,"y":516,"width":840,"height":13}},{"id":"87763b04-bd69-46f0-97f3-c842486d431b","block_type":"box","text":"payments to FBS and/or NFS based upon a number of criteria, including the overall success of the Marketing Program and","page_number":68,"box":{"x":89,"y":531,"width":856,"height":13}},{"id":"0d91b41a-bffe-4e09-beaf-5d6655cf8952","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":68,"box":{"x":88,"y":547,"width":529,"height":12}},{"id":"96c12c38-24d7-40b6-ad98-bb8af78e93d7","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":68,"box":{"x":89,"y":573,"width":873,"height":12}},{"id":"71657141-0c5a-44f3-b268-8afa2e41e08b","block_type":"box","text":"that the BFA Entities believe may benefit the business of the BFA Entities or facilitate investment in the Fund or certain","page_number":68,"box":{"x":88,"y":588,"width":824,"height":12}},{"id":"fd400bc5-4a7e-42bf-9006-6d91c498111c","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":68,"box":{"x":89,"y":603,"width":868,"height":13}},{"id":"da956c16-1871-4ba2-9f57-b6e77de46ff3","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":68,"box":{"x":89,"y":618,"width":844,"height":13}},{"id":"5af85397-d814-4850-919b-c3c5121dd54b","block_type":"box","text":"efforts. 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Please contact your salesperson or other investment professional","page_number":69,"box":{"x":89,"y":206,"width":862,"height":13}},{"id":"4adcaec0-3ded-4131-b63e-528d680fba7a","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":69,"box":{"x":88,"y":222,"width":835,"height":12}},{"id":"ef2a92fb-8490-45cd-b5e4-02165479760e","block_type":"box","text":"payments made, or financial incentives offered, by the BFA Entities to an Intermediary may create the incentive for the","page_number":69,"box":{"x":89,"y":237,"width":823,"height":12}},{"id":"d5e63688-f518-45e4-85b4-ef28f0e62163","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":69,"box":{"x":89,"y":252,"width":578,"height":12}},{"id":"7c37b98c-5359-4c2b-9dd3-963fa48f336d","block_type":"box","text":"The Fund may participate in certain market maker incentive programs of a national securities exchange in which an affiliate","page_number":69,"box":{"x":88,"y":278,"width":864,"height":13}},{"id":"e73c503a-68c0-4ec0-975e-76de558a9b24","block_type":"box","text":"of the Fund would pay a fee to the exchange used for the purpose of incentivizing one or more market makers in the","page_number":69,"box":{"x":89,"y":293,"width":814,"height":13}},{"id":"c0c24088-d5b5-47d0-b6ed-f611148b6db4","block_type":"box","text":"securities of the Fund to enhance the liquidity and quality of the secondary market of securities of the Fund. The fee would","page_number":69,"box":{"x":89,"y":308,"width":859,"height":13}},{"id":"f10d11b4-9433-4ea1-b39d-4a3c6a29b2b8","block_type":"box","text":"then be credited by the exchange to one or more market makers that meet or exceed liquidity and market quality standards","page_number":69,"box":{"x":88,"y":324,"width":865,"height":12}},{"id":"320935d2-1e1a-4abb-a2c7-e160a972ec5e","block_type":"box","text":"with respect to the securities of the Fund. Each market maker incentive program is subject to approval from the SEC. Any","page_number":69,"box":{"x":88,"y":339,"width":847,"height":12}},{"id":"4d555aa5-0cd8-4cb2-96d9-90e6949baa31","block_type":"box","text":"such fee payments made to an exchange will be made by an affiliate of the Fund solely for the benefit of the Fund and will","page_number":69,"box":{"x":89,"y":354,"width":851,"height":12}},{"id":"786ec468-50f1-49f4-b363-5a00428b21c9","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":69,"box":{"x":89,"y":369,"width":722,"height":12}},{"id":"77ca0441-0f3a-48bd-af48-ac6fe752d399","block_type":"box","text":"Determination of Net Asset Value","page_number":69,"box":{"x":91,"y":400,"width":558,"height":23}},{"id":"04cea15b-6db5-4032-81a3-17fffe87e2b1","block_type":"box","text":"Valuation of Shares.","page_number":69,"box":{"x":88,"y":441,"width":144,"height":10}},{"id":"1c53a22f-033e-4580-a858-4d881973a2ec","block_type":"box","text":"The NAV for each Fund is generally calculated as of the close of regular trading hours on the New York","page_number":69,"box":{"x":237,"y":441,"width":717,"height":12}},{"id":"7f33092b-2e55-4679-97ca-1a3bf6fcb73a","block_type":"box","text":"Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern Time) on each business day the NYSE is open. Valuation of assets held","page_number":69,"box":{"x":88,"y":456,"width":877,"height":12}},{"id":"1484f0ac-ade7-4f5a-93f8-02ed88a83072","block_type":"box","text":"by a Fund is as follows:","page_number":69,"box":{"x":89,"y":471,"width":159,"height":12}},{"id":"1351de38-3311-40bb-a559-37db878355bc","block_type":"box","text":"Equity Investments.","page_number":69,"box":{"x":89,"y":498,"width":139,"height":12}},{"id":"ef126356-e9f4-4e15-adbb-fbb3b5fe05ac","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":69,"box":{"x":235,"y":497,"width":429,"height":13}},{"id":"188b1785-f5ed-4cfc-a376-b3320862343c","block_type":"box","text":"e.g.","page_number":69,"box":{"x":665,"y":500,"width":23,"height":10}},{"id":"5554f628-5673-469d-bad0-072ccf45ffaf","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":69,"box":{"x":690,"y":497,"width":277,"height":13}},{"id":"4a4bdfd0-dfe3-4a21-91d3-c00822525999","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":69,"box":{"x":89,"y":513,"width":853,"height":12}},{"id":"d92aa644-3dfa-4f40-9b59-256d3d966b4c","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":69,"box":{"x":89,"y":528,"width":869,"height":12}},{"id":"aae115b7-e376-41e8-96a1-3e46d4a7ae3b","block_type":"box","text":"or, if an Exchange closing price is not available, the last traded price on that Exchange prior to the time as of which the assets","page_number":69,"box":{"x":89,"y":543,"width":874,"height":12}},{"id":"012abae5-061a-45a6-ba46-5bae13ad49cc","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":69,"box":{"x":89,"y":558,"width":841,"height":12}},{"id":"bb9de58e-4847-4871-b978-747d26416e9e","block_type":"box","text":"used. If an equity security is traded on more than one Exchange, the current market value of the security where it is primarily","page_number":69,"box":{"x":89,"y":573,"width":872,"height":12}},{"id":"2da58cc5-a882-4c13-80c3-a205a205bc81","block_type":"box","text":"traded generally will be used. In the event that there are no sales involving an equity security held by a Fund on a day on","page_number":69,"box":{"x":88,"y":588,"width":838,"height":12}},{"id":"0e3aeaec-9367-4c7d-b8d8-c21bebea5a6a","block_type":"box","text":"which a Fund values such security, the prior day’s price will be used, unless BFA determines that such prior day’s price no","page_number":69,"box":{"x":88,"y":603,"width":848,"height":13}},{"id":"ebb7fae9-22f2-48fa-98c0-91c921e97ecb","block_type":"box","text":"longer reflects the fair value of the security, in which case such asset would be treated as a Fair Value Asset (as defined","page_number":69,"box":{"x":89,"y":618,"width":829,"height":13}},{"id":"6375c3c4-1988-4e29-b797-83b092e09b92","block_type":"box","text":"below).","page_number":69,"box":{"x":89,"y":633,"width":50,"height":13}},{"id":"0d1965db-f5c4-48df-9f15-dc13e7b81de6","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":69,"box":{"x":89,"y":660,"width":337,"height":12}},{"id":"4d21526c-470b-451e-822d-71bb668fcc79","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":69,"box":{"x":432,"y":660,"width":518,"height":12}},{"id":"e2624eaf-3e89-40a3-a848-cfa29d32c99e","block_type":"box","text":"or those that are customized) for which market quotations are readily available are valued at the mean of the last bid and ask","page_number":69,"box":{"x":89,"y":675,"width":874,"height":12}},{"id":"ffd74365-ed5d-4b71-af7b-472d7459b547","block_type":"box","text":"prices as quoted on the Exchange or the board of trade on which such options are traded. In the event that there is no mean","page_number":69,"box":{"x":89,"y":690,"width":868,"height":13}},{"id":"bd0c6a7b-1d8c-435e-a005-798745b11812","block_type":"box","text":"price available for such exchange traded equity option held by a Fund on a day on which a Fund values such option, the last","page_number":69,"box":{"x":89,"y":705,"width":865,"height":13}},{"id":"cc4c3e05-d078-46fa-abe6-7f0887d5a1d0","block_type":"box","text":"bid (long positions) or ask (short positions) price, if available, will be used as the value of such option. If no bid or ask price is","page_number":69,"box":{"x":89,"y":720,"width":873,"height":13}},{"id":"3aa07835-d086-4f59-9f12-8e1425189963","block_type":"box","text":"available on a day on which a Fund values such option, the prior day’s price will be used, unless BFA determines that such","page_number":69,"box":{"x":89,"y":736,"width":850,"height":12}},{"id":"3b8460e1-d119-4682-a575-0483a44f2972","block_type":"box","text":"prior day’s price no longer reflects the fair value of the option, in which case such option will be treated as a Fair Value Asset.","page_number":69,"box":{"x":89,"y":751,"width":871,"height":12}},{"id":"fd864a9e-407d-44e5-9d6f-5e10a1127dd2","block_type":"box","text":"Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives, may be valued using a","page_number":69,"box":{"x":89,"y":766,"width":859,"height":12}},{"id":"bc958169-fe14-48a6-a1e8-1ed574d0f8e2","block_type":"box","text":"mathematical model which may incorporate a number of market data factors. Financial futures contracts and options","page_number":69,"box":{"x":89,"y":781,"width":824,"height":12}},{"id":"35789c8a-5a9e-4774-9c79-7dcd0efd6ca2","block_type":"box","text":"thereon, which are traded on exchanges, are valued at their last sale price or settle price as of the close of such exchanges.","page_number":69,"box":{"x":88,"y":796,"width":857,"height":12}},{"id":"684c9a2a-ce85-430f-b851-32676543dccd","block_type":"box","text":"Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or by a pricing","page_number":69,"box":{"x":88,"y":811,"width":874,"height":12}},{"id":"72eef10d-1184-4939-bb5e-3f5562a6dcd6","block_type":"box","text":"service in accordance with the Valuation Procedures.","page_number":69,"box":{"x":89,"y":826,"width":368,"height":10}},{"id":"0e021b72-0959-4fa8-a59c-3def38aa2be5","block_type":"box","text":"55","page_number":69,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"fccf3c6a-f930-48c7-bb99-f9a3a3604be7","block_type":"box","text":"Underlying Funds.","page_number":70,"box":{"x":89,"y":44,"width":130,"height":12}},{"id":"c5e91924-516f-40bf-92c5-8c335386e9ed","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":70,"box":{"x":224,"y":44,"width":694,"height":12}},{"id":"7122ff69-f376-43cc-bdcd-2ff2d8161941","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":70,"box":{"x":89,"y":59,"width":759,"height":12}},{"id":"7c40b17b-b726-42c3-b187-877b2d5468dc","block_type":"box","text":"General Valuation Information.","page_number":70,"box":{"x":89,"y":85,"width":222,"height":10}},{"id":"590cfc06-9eb0-4b3b-b896-eead5e701b13","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":70,"box":{"x":317,"y":85,"width":612,"height":13}},{"id":"f65ea8c5-5d26-4c68-9df8-3773f0372d61","block_type":"box","text":"makers to value a Fund’s securities and other assets and liabilities are based on information available at the time a Fund","page_number":70,"box":{"x":89,"y":101,"width":836,"height":9}},{"id":"3b52b430-0e51-45ce-96e3-e0c13302cc24","block_type":"box","text":"values its assets and liabilities. In the event that a pricing service quotation is revised or updated subsequent to the day on","page_number":70,"box":{"x":88,"y":116,"width":853,"height":12}},{"id":"cc16d152-916a-492c-b3a0-909ded4c260a","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":70,"box":{"x":88,"y":131,"width":813,"height":12}},{"id":"c59b8c2b-82cc-43c4-ab4f-d58d2591eb6b","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":70,"box":{"x":89,"y":146,"width":700,"height":12}},{"id":"67f81507-dbd4-49a2-8199-38238e490cfe","block_type":"box","text":"The price a Fund could receive upon the sale of any particular portfolio investment may differ from a Fund’s valuation of the","page_number":70,"box":{"x":88,"y":172,"width":867,"height":13}},{"id":"719f7ee3-5877-4e2b-b619-d0ffa3115f3f","block_type":"box","text":"investment, particularly for assets that trade in thin or volatile markets or that are valued using a fair valuation methodology","page_number":70,"box":{"x":89,"y":188,"width":866,"height":12}},{"id":"f073471e-1ec4-48f2-b725-70b352194d8f","block_type":"box","text":"or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be","page_number":70,"box":{"x":89,"y":203,"width":859,"height":12}},{"id":"e3776712-2ca3-4933-ad73-5fb6e9fdf3d8","block_type":"box","text":"less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser than expected gain","page_number":70,"box":{"x":89,"y":218,"width":846,"height":12}},{"id":"6cecfb5e-c263-4490-adbb-2db0ca970e62","block_type":"box","text":"upon the sale of the investment. A Fund’s ability to value its investment may also be impacted by technological issues and/or","page_number":70,"box":{"x":89,"y":233,"width":876,"height":12}},{"id":"358476b9-8269-4443-b386-6a0df3d98bd8","block_type":"box","text":"errors by pricing services or other third-party service providers.","page_number":70,"box":{"x":89,"y":248,"width":439,"height":12}},{"id":"769011a7-b193-47a2-8226-f82028c98ac0","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":70,"box":{"x":88,"y":274,"width":627,"height":13}},{"id":"de289747-4dbd-43ae-8991-887f0044063f","block_type":"box","text":"In the event that application of the methods of valuation discussed above result in a price for a security which is deemed not","page_number":70,"box":{"x":89,"y":301,"width":871,"height":12}},{"id":"25e49934-42ff-4a42-a9a3-8a2f448be09e","block_type":"box","text":"to be representative of the fair market value of such security, the security will be valued by, under the direction of or in","page_number":70,"box":{"x":88,"y":316,"width":823,"height":12}},{"id":"dcb37bb5-c90e-441d-9019-6a57bb03beff","block_type":"box","text":"accordance with a method approved by BFA, each Fund’s valuation designee, as reflecting fair value. All other assets and","page_number":70,"box":{"x":89,"y":331,"width":843,"height":12}},{"id":"dd9aea0a-1eb3-4d62-809a-2c4946440617","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":70,"box":{"x":89,"y":346,"width":836,"height":13}},{"id":"69acaa20-8b7d-4c9f-b3d9-3a37323acc8a","block_type":"box","text":"securities) are valued at fair value as determined in good faith by BFA pursuant to the Valuation Procedures. Any assets and","page_number":70,"box":{"x":89,"y":361,"width":862,"height":13}},{"id":"09a6dd61-3696-4a74-bf9c-9eb78189856d","block_type":"box","text":"liabilities which are denominated in a foreign currency are translated into U.S. dollars at the prevailing market rates.","page_number":70,"box":{"x":89,"y":376,"width":805,"height":13}},{"id":"2db18e86-1ab2-401d-b3e9-24ca9175ca6c","block_type":"box","text":"Fair Value.","page_number":70,"box":{"x":89,"y":403,"width":73,"height":10}},{"id":"e3584aad-47ed-4502-afdc-0eca7ca72f0e","block_type":"box","text":"When market quotations are not readily available or are believed by BFA to be unreliable, a Fund’s investments are","page_number":70,"box":{"x":167,"y":403,"width":796,"height":12}},{"id":"46ca04ab-1d44-44e4-ae6f-a4839333159e","block_type":"box","text":"valued at fair value (“Fair Value Assets”). Fair Value Assets are valued by BFA in accordance with the Valuation Procedures.","page_number":70,"box":{"x":88,"y":418,"width":854,"height":12}},{"id":"8de74e8e-709f-41cc-9788-bf30ad271175","block_type":"box","text":"Pursuant to Rule 2a-5 under the Investment Company Act, the Board of Trustees has designated BFA as the valuation","page_number":70,"box":{"x":89,"y":433,"width":820,"height":13}},{"id":"89c0924c-1e35-4c22-ac32-651202777be1","block_type":"box","text":"designee for the respective Funds for which it serves as investment adviser. BFA may reasonably conclude that a market","page_number":70,"box":{"x":89,"y":448,"width":837,"height":13}},{"id":"11867bf7-6942-4b79-888f-c70014361127","block_type":"box","text":"quotation is not readily available or is unreliable if, among other things, a security or other asset or liability does not have a","page_number":70,"box":{"x":89,"y":463,"width":855,"height":13}},{"id":"241613df-5a49-4a73-b9d7-9e970d9d4a9f","block_type":"box","text":"price source due to its complete lack of trading, if BFA believes a market quotation from a broker-dealer or other source is","page_number":70,"box":{"x":89,"y":479,"width":851,"height":12}},{"id":"59f31dc9-9ed4-43d1-86f4-66f2b41b9df7","block_type":"box","text":"unreliable (","page_number":70,"box":{"x":89,"y":494,"width":77,"height":12}},{"id":"05bc8377-ad0f-4b41-9d11-77a3e65bb3fc","block_type":"box","text":"e.g.","page_number":70,"box":{"x":167,"y":497,"width":23,"height":9}},{"id":"241d538d-8542-4395-8914-bd68d42e72f7","block_type":"box","text":", where it varies significantly from a recent trade, or no longer reflects the fair value of the security or other","page_number":70,"box":{"x":192,"y":494,"width":745,"height":12}},{"id":"73e3cb0c-18fe-4064-b89c-728d842c62f1","block_type":"box","text":"asset or liability subsequent to the most recent market quotation), or where the security or other asset or liability is only","page_number":70,"box":{"x":89,"y":509,"width":839,"height":12}},{"id":"31f397fa-37b1-4d25-9fdc-39c8c0eab55c","block_type":"box","text":"thinly traded or due to the occurrence of a significant event subsequent to the most recent market quotation. For this","page_number":70,"box":{"x":88,"y":524,"width":822,"height":12}},{"id":"d6a461d7-d9a4-4d38-80cb-01b261425ea1","block_type":"box","text":"purpose, a “significant event” is deemed to occur if BFA determines, in its reasonable business judgment, that an event has","page_number":70,"box":{"x":89,"y":539,"width":860,"height":12}},{"id":"5aaca9a0-aebb-47ae-9e75-e2c57af49a85","block_type":"box","text":"occurred after the close of trading for an asset or liability but prior to or at the time of pricing a Fund’s assets or liabilities, is","page_number":70,"box":{"x":89,"y":554,"width":862,"height":12}},{"id":"2ad7fe51-7526-4261-9bb7-bde58b0e5fcb","block_type":"box","text":"likely to cause a material change to the last exchange closing price or closing market price of one or more assets held by, or","page_number":70,"box":{"x":89,"y":569,"width":864,"height":13}},{"id":"d6669911-47d3-48ed-b304-61f919446db9","block_type":"box","text":"liabilities of, a Fund. On any day the NYSE is open and a foreign market or the primary exchange on which a foreign asset or","page_number":70,"box":{"x":89,"y":584,"width":864,"height":13}},{"id":"8c7b7c95-8a3e-40ca-8719-3f5cb4cb2005","block_type":"box","text":"liability is traded is closed, such asset or liability will be valued using the prior day’s price, provided that BFA is not aware of","page_number":70,"box":{"x":89,"y":599,"width":858,"height":13}},{"id":"01cc3e2d-6ff0-4c66-9a9d-86c47ad45dd3","block_type":"box","text":"any significant event or other information that would cause such price to no longer reflect the fair value of the asset or","page_number":70,"box":{"x":89,"y":615,"width":829,"height":12}},{"id":"6e18f76e-bad4-49b7-86af-821694143115","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":70,"box":{"x":89,"y":630,"width":573,"height":12}},{"id":"e3e2fbe1-22b6-413c-99cf-4d340b40b1d2","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":70,"box":{"x":89,"y":656,"width":843,"height":13}},{"id":"f90aec41-f9bb-421d-be0a-4fb0fba63c1e","block_type":"box","text":"inputs used in the fair valuation of Fund assets or liabilities. In addition, a Fund’s accounting agent assists BFA by periodically","page_number":70,"box":{"x":89,"y":671,"width":874,"height":13}},{"id":"49066327-369e-437a-95c1-89260b73759e","block_type":"box","text":"endeavoring to confirm the prices it receives from all third-party pricing services, index providers and broker-dealers. BFA","page_number":70,"box":{"x":89,"y":686,"width":847,"height":13}},{"id":"fca53d40-cbbd-4972-898f-0a0a8e595d78","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":70,"box":{"x":89,"y":702,"width":676,"height":12}},{"id":"0065dce9-214e-4f22-9f17-f0107794c0ca","block_type":"box","text":"When determining the price for a Fair Value Asset, BFA will seek to determine the price that a Fund might reasonably expect","page_number":70,"box":{"x":88,"y":728,"width":868,"height":12}},{"id":"0923edd5-2b7b-46f1-a47e-6521bc64ee78","block_type":"box","text":"to receive from the current sale of that asset or liability in an arm’s-length transaction on the date on which the asset or","page_number":70,"box":{"x":88,"y":743,"width":838,"height":12}},{"id":"bbdc9517-c5e9-444a-a214-9119cdf4020a","block_type":"box","text":"liability is being valued, and does not seek to determine the price a Fund might reasonably expect to receive for selling an","page_number":70,"box":{"x":89,"y":758,"width":847,"height":13}},{"id":"ce9c92e7-9f84-400e-8f6b-13fcc9a92470","block_type":"box","text":"asset or liability at a later time or if it holds the asset or liability to maturity. Fair value determinations will be based upon all","page_number":70,"box":{"x":89,"y":773,"width":856,"height":13}},{"id":"6b1c4759-1116-4389-b261-ad7dae6c5385","block_type":"box","text":"available factors that BFA deems relevant at the time of the determination, and may be based on analytical values determined","page_number":70,"box":{"x":89,"y":788,"width":877,"height":13}},{"id":"254a8bf4-dca9-4cc9-afa8-620b1a364fa5","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":70,"box":{"x":89,"y":804,"width":397,"height":12}},{"id":"84149ae4-9130-4649-a9ac-c7a0d1c682bf","block_type":"box","text":"Fair value represents a good faith approximation of the value of an asset or liability. When determining the fair value of an","page_number":70,"box":{"x":89,"y":830,"width":848,"height":12}},{"id":"c866a78d-ec9f-461a-9b36-eac43101829b","block_type":"box","text":"investment, one or more fair value methodologies may be used (depending on certain factors, including the asset type). For","page_number":70,"box":{"x":89,"y":845,"width":865,"height":12}},{"id":"1d9f74c0-cb0e-4457-9108-96904eaf0fb6","block_type":"box","text":"example, the investment may be initially priced based on the original cost of the investment or, alternatively, using proprietary","page_number":70,"box":{"x":89,"y":860,"width":878,"height":13}},{"id":"cfad15a8-bda4-4809-954a-1caedd115e27","block_type":"box","text":"56","page_number":70,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"91908670-c282-46de-baa3-3b160ba2e94d","block_type":"box","text":"or third-party models that may rely upon one or more unobservable inputs. Prices of actual, executed or historical","page_number":71,"box":{"x":89,"y":44,"width":795,"height":12}},{"id":"63b792d9-a723-433c-a4c7-6962a674d3ec","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":71,"box":{"x":88,"y":59,"width":839,"height":12}},{"id":"ac6eeae1-c546-40c1-85c0-cde70ee72fd7","block_type":"box","text":"experienced in the valuation of similar instruments, may also be used as a basis for establishing the fair value of an","page_number":71,"box":{"x":89,"y":74,"width":801,"height":12}},{"id":"be485559-72d3-4bd1-a595-094dc9b8f0b4","block_type":"box","text":"investment.","page_number":71,"box":{"x":89,"y":90,"width":80,"height":9}},{"id":"f454a741-006c-43fc-bd8d-7c22eed1892f","block_type":"box","text":"The fair value of one or more assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could","page_number":71,"box":{"x":88,"y":116,"width":865,"height":12}},{"id":"5661e3b6-666c-412a-9fed-77db48799b49","block_type":"box","text":"have been sold during the period in which the particular fair values were used in determining a Fund’s NAV. As a result, a","page_number":71,"box":{"x":89,"y":131,"width":843,"height":12}},{"id":"c473e5ef-290d-4a0e-8478-01d2ea1a6d6d","block_type":"box","text":"Fund’s sale or redemption of its shares at NAV, at a time when a holding or holdings are valued at fair value, may have the","page_number":71,"box":{"x":89,"y":146,"width":850,"height":12}},{"id":"5ac05694-62ac-481f-9c5e-b72b31f01a5d","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":71,"box":{"x":89,"y":161,"width":540,"height":12}},{"id":"58550ec1-2adc-4f15-9313-2e71dbc4dfeb","block_type":"box","text":"Each Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":71,"box":{"x":89,"y":188,"width":843,"height":12}},{"id":"ab847ae0-0cc5-4472-849c-0cd73cfee099","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":71,"box":{"x":89,"y":203,"width":795,"height":12}},{"id":"b9f2f486-4fac-4da0-b07a-ef608b68ca83","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":71,"box":{"x":88,"y":218,"width":838,"height":12}},{"id":"54cadb8d-e9e9-4e36-905e-3a13addf2ed1","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":71,"box":{"x":89,"y":233,"width":835,"height":12}},{"id":"7c899e84-1f8b-43cc-9a49-804e5cbc0ffa","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":71,"box":{"x":89,"y":248,"width":499,"height":12}},{"id":"0519771a-f7de-441d-b967-43e5b6e3cd7f","block_type":"box","text":"Generally, ASC 820 and other accounting rules applicable to funds and various assets in which they invest are evolving. Such","page_number":71,"box":{"x":89,"y":274,"width":870,"height":13}},{"id":"245b0c5e-3d60-4f5b-b6d8-a20c84b9c840","block_type":"box","text":"changes may adversely affect a Fund. For example, the evolution of rules governing the determination of the fair market","page_number":71,"box":{"x":89,"y":290,"width":839,"height":12}},{"id":"7a2bc697-5dbd-4d94-9481-d4924eb87ac2","block_type":"box","text":"value of assets or liabilities, to the extent such rules become more stringent, would tend to increase the cost and/or reduce","page_number":71,"box":{"x":88,"y":305,"width":863,"height":12}},{"id":"74060524-29a6-45f8-bd7d-5267a6aeef6a","block_type":"box","text":"the availability of third-party determinations of fair market value. This may in turn increase the costs associated with selling","page_number":71,"box":{"x":88,"y":320,"width":863,"height":12}},{"id":"c6ce0eb4-2863-4b40-85e3-aa0dbf01fc14","block_type":"box","text":"assets or affect their liquidity due to a Fund’s inability to obtain a third-party determination of fair market value.","page_number":71,"box":{"x":89,"y":335,"width":778,"height":12}},{"id":"7ab208b2-298e-4a66-90ae-fd403f118991","block_type":"box","text":"Brokerage Transactions","page_number":71,"box":{"x":91,"y":366,"width":390,"height":29}},{"id":"a6fee1ec-fca3-4713-8fe4-680f8e982d73","block_type":"box","text":"Subject to policies established by the Board, BFA is primarily responsible for the execution of a Fund’s portfolio transactions","page_number":71,"box":{"x":88,"y":407,"width":863,"height":12}},{"id":"bbc9fd27-aa43-4599-8e97-3407abd454a9","block_type":"box","text":"and the allocation of brokerage. BFA does not execute transactions through any particular broker or dealer, but seeks to","page_number":71,"box":{"x":89,"y":422,"width":835,"height":12}},{"id":"50720433-eec6-46b0-b2f0-3419e613989e","block_type":"box","text":"obtain the best net results for the Funds, taking into account such factors as price (including the applicable brokerage","page_number":71,"box":{"x":89,"y":437,"width":824,"height":12}},{"id":"8b21483e-91df-488f-a191-1e79a69c735f","block_type":"box","text":"commission or dealer spread), size of order, difficulty of execution, operational facilities of the firm and the firm’s risk and skill","page_number":71,"box":{"x":89,"y":452,"width":877,"height":12}},{"id":"74d09980-617c-43f2-987f-dbed3710385f","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, a Fund does not necessarily","page_number":71,"box":{"x":89,"y":467,"width":861,"height":13}},{"id":"09155bf2-2a18-4d93-8d91-1493820d12aa","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":71,"box":{"x":89,"y":482,"width":805,"height":13}},{"id":"1924d9d9-52d0-4229-bbb2-52edb7ae379a","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":71,"box":{"x":89,"y":497,"width":851,"height":13}},{"id":"3570b29d-d0cc-47c7-965d-f8be143c6585","block_type":"box","text":"BFA may select a broker based partly upon brokerage or research services provided to BFA and its clients, including a Fund. In","page_number":71,"box":{"x":89,"y":513,"width":876,"height":12}},{"id":"8f822ed5-8f59-4f6f-9660-8ebc3fa0009d","block_type":"box","text":"return for such services, BFA may cause a Fund to pay a higher commission than other brokers would charge if BFA","page_number":71,"box":{"x":89,"y":528,"width":807,"height":12}},{"id":"8cf6fe1a-df91-4914-a4ba-7c92fb9bc5ae","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":71,"box":{"x":89,"y":543,"width":664,"height":12}},{"id":"0e03be5b-32c8-4f6d-afe5-505e81082f6c","block_type":"box","text":"In selecting brokers or dealers to execute portfolio transactions, BFA seeks to obtain the best price and most favorable","page_number":71,"box":{"x":89,"y":569,"width":825,"height":13}},{"id":"d350d4f2-559b-4c39-a85c-e73b0100a7c4","block_type":"box","text":"execution for a Fund and may take into account a variety of factors including: (i) the size, nature and character of the security","page_number":71,"box":{"x":89,"y":584,"width":878,"height":13}},{"id":"c148f40d-0d3c-43a3-ac97-1bc0b50c49eb","block_type":"box","text":"or instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the transaction; (iii)","page_number":71,"box":{"x":89,"y":599,"width":846,"height":13}},{"id":"eb885b4f-9717-4d18-b444-317acc96f55c","block_type":"box","text":"BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing and expected in","page_number":71,"box":{"x":89,"y":615,"width":865,"height":12}},{"id":"ff0a3543-36a7-4d2c-8356-739a79b85733","block_type":"box","text":"the market for the particular security or instrument, including any anticipated execution difficulties; (v) the full range of","page_number":71,"box":{"x":88,"y":630,"width":835,"height":12}},{"id":"aea11428-d331-4c04-8411-61e1508532dc","block_type":"box","text":"brokerage services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research services provided;","page_number":71,"box":{"x":89,"y":645,"width":860,"height":12}},{"id":"7c835bf1-12d7-46f3-9e6b-eaa1e50194c0","block_type":"box","text":"(viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and (ix) BFA’s","page_number":71,"box":{"x":89,"y":660,"width":816,"height":12}},{"id":"1180755e-f033-4eaa-a127-d774973a9687","block_type":"box","text":"knowledge of any actual or apparent operational problems of a broker or dealer. Brokers may also be selected because of","page_number":71,"box":{"x":89,"y":675,"width":846,"height":12}},{"id":"cbc93dd2-0cbc-4613-8612-f8af9244f61c","block_type":"box","text":"their ability to handle special or difficult executions, such as may be involved in large block trades, thinly traded securities, or","page_number":71,"box":{"x":88,"y":690,"width":870,"height":13}},{"id":"63c14811-ccdd-4e1c-bf35-99ef45e12860","block_type":"box","text":"other circumstances.","page_number":71,"box":{"x":89,"y":705,"width":146,"height":10}},{"id":"c5e4021e-ec08-4632-bd87-6a17afb1ebde","block_type":"box","text":"Section 28(e) of the 1934 Act (“Section 28(e)”) permits a U.S. investment adviser, under certain circumstances, to cause an","page_number":71,"box":{"x":88,"y":732,"width":863,"height":12}},{"id":"dbf5f6b5-d34a-46ab-93c4-5e11b870eeb8","block_type":"box","text":"account to pay a broker or dealer a commission for effecting a transaction in securities that exceeds the amount another","page_number":71,"box":{"x":89,"y":747,"width":844,"height":12}},{"id":"ce97ac2f-2550-485b-9fd9-b77a1425eeeb","block_type":"box","text":"broker or dealer would have charged for effecting the same transaction in recognition of the value of brokerage and research","page_number":71,"box":{"x":89,"y":762,"width":871,"height":12}},{"id":"c9cd3aac-c5e9-41d3-a21b-9c9fade715a3","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":71,"box":{"x":89,"y":777,"width":839,"height":12}},{"id":"6ff8842d-18ef-4144-97a0-1e18128f3907","block_type":"box","text":"under certain conditions.","page_number":71,"box":{"x":89,"y":792,"width":174,"height":10}},{"id":"e51d41c1-db54-4dd7-8469-0af31c33a9b1","block_type":"box","text":"From time to time, a Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker may","page_number":71,"box":{"x":89,"y":819,"width":869,"height":12}},{"id":"328003f3-f3d2-4ba8-81a1-93c603dedba8","block_type":"box","text":"be a member of the selling group that will, in addition to selling securities, provide BFA with research services. FINRA has","page_number":71,"box":{"x":89,"y":834,"width":844,"height":12}},{"id":"c006870d-a5fd-4359-8de0-7ec2917f7f7b","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":71,"box":{"x":89,"y":849,"width":831,"height":12}},{"id":"c3c9b282-59a5-4655-9aba-868df2c6e5ac","block_type":"box","text":"57","page_number":71,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5ff81900-fc39-40f8-bed4-d4978b0cae7d","block_type":"box","text":"provide research “credits” in these situations at a rate that is higher than that available for typical secondary market","page_number":72,"box":{"x":89,"y":44,"width":807,"height":12}},{"id":"882c1663-4f6b-4690-809b-2dcaf4ab3376","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":72,"box":{"x":88,"y":59,"width":605,"height":12}},{"id":"e2923580-af2d-4d41-9849-0b874242b655","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":72,"box":{"x":89,"y":85,"width":842,"height":13}},{"id":"9c83a4ab-0dc8-4baf-a033-f270ef7acfa2","block_type":"box","text":"traded on a “net” basis without a stated commission, through dealers acting for their own account and not as brokers. The","page_number":72,"box":{"x":88,"y":101,"width":861,"height":12}},{"id":"4813537f-fff0-4c2e-8047-e283661579c5","block_type":"box","text":"Funds will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or","page_number":72,"box":{"x":89,"y":116,"width":811,"height":12}},{"id":"89c4e923-dc54-470f-b1ad-47348a0fd33f","block_type":"box","text":"execution could be obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities","page_number":72,"box":{"x":89,"y":131,"width":853,"height":12}},{"id":"71f4387c-be28-41dd-a084-019f957ffce5","block_type":"box","text":"will generally include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell","page_number":72,"box":{"x":88,"y":146,"width":875,"height":12}},{"id":"ff1febb4-ddab-4f1c-a582-a8a93e321d34","block_type":"box","text":"the specific security at the time, and includes the dealer’s normal profit.","page_number":72,"box":{"x":88,"y":161,"width":501,"height":12}},{"id":"0dafb951-ff95-4652-99e4-60f410a5ac30","block_type":"box","text":"Under the 1940 Act, persons affiliated with a Fund and persons who are affiliated with such affiliated persons are prohibited","page_number":72,"box":{"x":89,"y":188,"width":866,"height":12}},{"id":"51b3b1d9-2fbe-44ea-805b-9e8cbd70d258","block_type":"box","text":"from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing such","page_number":72,"box":{"x":88,"y":203,"width":820,"height":12}},{"id":"0ecdaf4e-8f34-47ac-a6c5-3224c63da1c8","block_type":"box","text":"transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the dealers","page_number":72,"box":{"x":88,"y":218,"width":845,"height":12}},{"id":"35c38f00-2140-46ec-84fa-688c30859fc9","block_type":"box","text":"acting as principal for their own accounts, the Funds will not deal with affiliated persons and affiliated persons of such","page_number":72,"box":{"x":89,"y":233,"width":826,"height":12}},{"id":"4b15ef62-8107-43e8-bf6f-236246b24192","block_type":"box","text":"affiliated persons in connection with such transactions. The Funds will not purchase securities during the existence of any","page_number":72,"box":{"x":89,"y":248,"width":854,"height":12}},{"id":"89f94472-c323-4c91-8897-bb3f2bf07cad","block_type":"box","text":"underwriting or selling group relating to such securities of which BFA, BRIL or any affiliated person (as defined in the 1940","page_number":72,"box":{"x":89,"y":263,"width":853,"height":12}},{"id":"ee1028b2-1953-4ede-badd-f1a813477396","block_type":"box","text":"Act) thereof is a member except pursuant to procedures adopted by the Board in accordance with Rule 10f-3 under the 1940","page_number":72,"box":{"x":88,"y":278,"width":875,"height":13}},{"id":"c0ce00bb-607e-45d1-b90b-ee4a059a8887","block_type":"box","text":"Act.","page_number":72,"box":{"x":88,"y":294,"width":27,"height":9}},{"id":"df126b19-4c0e-4e43-b8d9-99e6c67c35f4","block_type":"box","text":"Purchases of money market instruments by the Funds are made from dealers, underwriters and issuers. The Funds do not","page_number":72,"box":{"x":89,"y":320,"width":854,"height":12}},{"id":"6ac272d5-a982-46c0-b20f-8722ee637428","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":72,"box":{"x":89,"y":335,"width":860,"height":12}},{"id":"898ab2b4-bdd5-4009-aa21-7774b4cdb67c","block_type":"box","text":"generally traded on a “net” basis with dealers acting as principal for their own accounts without a stated commission. The","page_number":72,"box":{"x":89,"y":350,"width":855,"height":12}},{"id":"62e83a0c-0ad2-4ef9-bc5b-0dcc3d01f99f","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":72,"box":{"x":89,"y":365,"width":472,"height":12}},{"id":"1c9886d0-1852-45a2-a7e9-f3b020273939","block_type":"box","text":"BFA may, from time to time, effect trades on behalf of and for the account of the Funds with brokers or dealers that are","page_number":72,"box":{"x":89,"y":392,"width":831,"height":12}},{"id":"fdee6a31-fe89-41b8-9872-6d5affc6e027","block_type":"box","text":"affiliated with BFA, in conformity with Rule 17e-1 under the 1940 Act and SEC rules and regulations. Under these provisions,","page_number":72,"box":{"x":89,"y":407,"width":865,"height":12}},{"id":"4cf789b0-63b3-43f7-bc63-c0dcc7413ab1","block_type":"box","text":"any commissions paid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by","page_number":72,"box":{"x":89,"y":422,"width":867,"height":12}},{"id":"833d8ee2-885f-4503-a8ae-8b318cf69fa3","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":72,"box":{"x":89,"y":437,"width":364,"height":12}},{"id":"56baced5-6080-4da2-be37-6018997e010c","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":72,"box":{"x":88,"y":463,"width":874,"height":13}},{"id":"2fcd1911-1d85-491b-91e0-1ded1bb0f28d","block_type":"box","text":"to as the underwriter’s concession or discount. When securities are purchased or sold directly from or to an issuer, no","page_number":72,"box":{"x":88,"y":479,"width":824,"height":12}},{"id":"3ca063ff-e858-4bb2-b5a9-5eda7995a05b","block_type":"box","text":"commissions or discounts are paid.","page_number":72,"box":{"x":89,"y":494,"width":246,"height":12}},{"id":"203214fe-e59d-4bfd-9d9b-3c7c988b97f6","block_type":"box","text":"Investment decisions for the Funds and for other investment accounts managed by BFA and the other Affiliates are made","page_number":72,"box":{"x":89,"y":520,"width":847,"height":12}},{"id":"a6986e81-85a3-4924-a68e-dbccc43e0337","block_type":"box","text":"independently of each other in light of differing conditions. A variety of factors will be considered in making investment","page_number":72,"box":{"x":89,"y":535,"width":835,"height":13}},{"id":"0c31218f-9aec-4197-ae91-26aaa8795f5b","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":72,"box":{"x":89,"y":550,"width":854,"height":13}},{"id":"6d7f8db9-5f93-4acd-afa3-c39ddca1866b","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":72,"box":{"x":89,"y":565,"width":854,"height":13}},{"id":"797d69cf-a6b1-4917-a6fa-ee9e93813aac","block_type":"box","text":"parameters for an account; (iv) supply or demand for a security at a given price level; (v) size of available investment; (vi)","page_number":72,"box":{"x":89,"y":581,"width":842,"height":12}},{"id":"c45da689-25d7-433a-add0-34f48b32652e","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":72,"box":{"x":89,"y":596,"width":845,"height":12}},{"id":"15245c26-e07b-4218-a81a-f95e98b24839","block_type":"box","text":"account; (ix) relative size of account; and (x) such other factors as may be approved by BlackRock’s general counsel.","page_number":72,"box":{"x":89,"y":611,"width":812,"height":12}},{"id":"9e271696-d555-4ff2-8f48-5e1e8badf444","block_type":"box","text":"Moreover, investments may not be allocated to one client account over another based on any of the following considerations:","page_number":72,"box":{"x":89,"y":626,"width":876,"height":12}},{"id":"36bc057f-c21f-4feb-b384-49e027850a5c","block_type":"box","text":"(i) to favor one client account at the expense of another; (ii) to generate higher fees paid by one client account over another","page_number":72,"box":{"x":89,"y":641,"width":866,"height":12}},{"id":"88c508af-c8d6-4522-a27c-17a39ca7ccac","block_type":"box","text":"or to produce greater performance compensation to BlackRock; (iii) to develop or enhance a relationship with a client or","page_number":72,"box":{"x":89,"y":656,"width":842,"height":13}},{"id":"1e91a2cd-a781-4fc9-bbe7-21013f033c18","block_type":"box","text":"prospective client; (iv) to compensate a client for past services or benefits rendered to BlackRock or to induce future services","page_number":72,"box":{"x":89,"y":671,"width":871,"height":13}},{"id":"e0b6d3e8-5419-400e-b42e-534fad49c01c","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":72,"box":{"x":89,"y":686,"width":817,"height":13}},{"id":"b0ece15a-0a11-44aa-bc4a-c6208bd8ee2b","block_type":"box","text":"accounts. BFA and the other Affiliates may deal, trade and invest for their own respective accounts in the types of securities","page_number":72,"box":{"x":89,"y":702,"width":862,"height":12}},{"id":"496daac8-5580-4d94-9864-f7266281fd34","block_type":"box","text":"in which the Funds may invest.","page_number":72,"box":{"x":89,"y":717,"width":215,"height":12}},{"id":"87c2a9c2-603e-473e-9391-d44a7b6277e2","block_type":"box","text":"Initial public offerings (“IPOs”) of securities may be over-subscribed and subsequently trade at a premium in the secondary","page_number":72,"box":{"x":89,"y":743,"width":862,"height":12}},{"id":"b2ecbc0b-2ac8-4d2f-9da7-9246e571fb52","block_type":"box","text":"market. When BFA is given an opportunity to invest in such an initial offering or “new” or “hot” issue, the supply of securities","page_number":72,"box":{"x":89,"y":758,"width":872,"height":13}},{"id":"09d6add7-6882-4e07-b45f-9547c4a4d295","block_type":"box","text":"available for client accounts is often less than the amount of securities the accounts would otherwise take. In order to","page_number":72,"box":{"x":89,"y":773,"width":823,"height":10}},{"id":"b5f11985-5647-485e-8534-30f194b454e4","block_type":"box","text":"allocate these investments fairly and equitably among client accounts over time, each portfolio manager or a member of his","page_number":72,"box":{"x":89,"y":788,"width":867,"height":13}},{"id":"3621db18-3404-4a4d-86d9-88bc12ab907f","block_type":"box","text":"or her respective investment team will indicate to BFA’s trading desk their level of interest in a particular offering with respect","page_number":72,"box":{"x":89,"y":804,"width":872,"height":12}},{"id":"63cc1a82-7e3f-4821-883e-bda6735685cf","block_type":"box","text":"to eligible clients’ accounts for which that team is responsible. IPOs of U.S. equity securities will be identified as eligible for","page_number":72,"box":{"x":88,"y":819,"width":855,"height":12}},{"id":"33731b15-4652-47cb-9c87-217ae0c2fc60","block_type":"box","text":"particular client accounts that are managed by portfolio teams who have indicated interest in the offering based on market","page_number":72,"box":{"x":89,"y":834,"width":859,"height":12}},{"id":"10b0f818-472d-4d99-a066-48eedb8d00b2","block_type":"box","text":"capitalization of the issuer of the security and the investment mandate of the client account and in the case of international","page_number":72,"box":{"x":89,"y":849,"width":863,"height":12}},{"id":"10f9453f-e3fb-4a75-87a4-72de7ca682d3","block_type":"box","text":"equity securities, the country where the offering is taking place and the investment mandate of the client account. Generally,","page_number":72,"box":{"x":89,"y":864,"width":870,"height":12}},{"id":"17abc4c0-5548-4767-9bf5-e3a029a5542e","block_type":"box","text":"58","page_number":72,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"92a5211f-202a-497d-90e8-f28c3cccf85a","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":73,"box":{"x":89,"y":44,"width":856,"height":12}},{"id":"36a85b5d-8962-4f19-bf93-16834e704757","block_type":"box","text":"pro rata","page_number":73,"box":{"x":87,"y":60,"width":56,"height":11}},{"id":"e79815c5-4678-4580-b598-c09a44f6d07e","block_type":"box","text":"basis. This","page_number":73,"box":{"x":149,"y":59,"width":71,"height":10}},{"id":"e47dd15b-912d-40a6-9e36-8338b333e8da","block_type":"box","text":"pro rata","page_number":73,"box":{"x":224,"y":60,"width":56,"height":11}},{"id":"46f0cc5e-c94e-456d-81d7-ddffdb68a78a","block_type":"box","text":"allocation may result in a Fund receiving less of a particular security than if pro-rating had not","page_number":73,"box":{"x":285,"y":59,"width":656,"height":12}},{"id":"00587dc7-27de-4d98-8191-2d1052ad73a0","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":73,"box":{"x":89,"y":74,"width":822,"height":12}},{"id":"423bbc94-71d9-40ac-851c-352d98540d75","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":73,"box":{"x":89,"y":89,"width":797,"height":13}},{"id":"345278ce-9e9c-4ce1-837c-21f3f0e10131","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":73,"box":{"x":89,"y":104,"width":873,"height":13}},{"id":"1947d75a-407b-4923-a753-ce43398e521e","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":73,"box":{"x":88,"y":119,"width":814,"height":13}},{"id":"4c5a5ee6-4ded-4734-9bc1-ec53721673ca","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":73,"box":{"x":89,"y":135,"width":510,"height":12}},{"id":"1604843f-2eec-430c-a6e5-531814fb55d1","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":73,"box":{"x":89,"y":161,"width":861,"height":12}},{"id":"15dc6354-890e-4e9b-a834-ea00c65e9e21","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":73,"box":{"x":89,"y":176,"width":811,"height":13}},{"id":"49a92c8b-7bfa-49a5-bab6-8325fa1e5cea","block_type":"box","text":"accounts. For example, BFA may decide that it may be entirely appropriate for a growth fund to sell a security at the same","page_number":73,"box":{"x":89,"y":191,"width":850,"height":13}},{"id":"5c8f612c-c7e2-40ad-a265-ac36a0a83395","block_type":"box","text":"time a value fund is buying that security. To the extent that transactions on behalf of more than one client of BFA or the other","page_number":73,"box":{"x":88,"y":206,"width":878,"height":13}},{"id":"453cdc22-956d-417f-8428-78dd86142268","block_type":"box","text":"Affiliates during the same period increase the demand for securities being purchased or the supply of securities being sold,","page_number":73,"box":{"x":88,"y":222,"width":860,"height":12}},{"id":"f6f43cd8-a18c-4425-aa7a-211a8ea86391","block_type":"box","text":"there may be an adverse effect on price. For example, sales of a security by BlackRock on behalf of one or more of its clients","page_number":73,"box":{"x":88,"y":237,"width":865,"height":12}},{"id":"52ff0ff0-0d8e-4258-993f-94b6ad820738","block_type":"box","text":"may decrease the market price of such security, adversely impacting other BlackRock clients that still hold the security. If","page_number":73,"box":{"x":89,"y":252,"width":843,"height":12}},{"id":"2bba1208-fdb8-418c-b98f-8c879ce16c3e","block_type":"box","text":"purchases or sales of securities arise for consideration at or about the same time that would involve the Funds or other","page_number":73,"box":{"x":89,"y":267,"width":831,"height":12}},{"id":"a500bde2-a40c-4b0b-a3a7-8d08519db3bc","block_type":"box","text":"clients or funds for which BFA or another Affiliate act as investment manager, transactions in such securities will be made,","page_number":73,"box":{"x":89,"y":282,"width":854,"height":12}},{"id":"457cf518-cc6b-4771-81b6-70dca901b734","block_type":"box","text":"insofar as feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":73,"box":{"x":89,"y":297,"width":637,"height":12}},{"id":"8c5c98bd-9716-4a6d-a49b-c57f7cdccf1f","block_type":"box","text":"In certain instances, BFA may find it efficient for purposes of seeking to obtain best execution, to aggregate or “bunch”","page_number":73,"box":{"x":89,"y":324,"width":831,"height":12}},{"id":"691bfb9b-b07a-41df-8367-7b971a547a8c","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":73,"box":{"x":89,"y":339,"width":869,"height":12}},{"id":"bcd8f500-9a0e-4288-a44f-5a6492d8ea13","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":73,"box":{"x":89,"y":354,"width":864,"height":12}},{"id":"d4ba9a3e-1378-4c7a-bda1-59fb751f501a","block_type":"box","text":"bunched in a single order if the trader believes the bunched trade would provide each client with an opportunity to achieve a","page_number":73,"box":{"x":89,"y":369,"width":871,"height":12}},{"id":"18575fff-07c6-47b9-b4df-2e513c0ee9bd","block_type":"box","text":"more favorable execution at a potentially lower execution cost. The costs associated with a bunched order will be shared","page_number":73,"box":{"x":89,"y":384,"width":844,"height":12}},{"id":"33c309bb-ddf5-4889-969d-7c11aa2cb71b","block_type":"box","text":"pro","page_number":73,"box":{"x":937,"y":387,"width":23,"height":9}},{"id":"665687b4-b324-4f6a-bbfa-00b5636f3656","block_type":"box","text":"rata","page_number":73,"box":{"x":88,"y":400,"width":28,"height":9}},{"id":"be6a25b6-adf0-4f7a-9d15-3b7d04a35198","block_type":"box","text":"among the clients in the bunched order. Generally, if an order for a particular portfolio manager or management team is","page_number":73,"box":{"x":121,"y":399,"width":838,"height":13}},{"id":"8b26cdc2-88b0-4d97-9451-8dca619a0ee6","block_type":"box","text":"filled at several different prices through multiple trades, all accounts participating in the order will receive the average price","page_number":73,"box":{"x":88,"y":414,"width":857,"height":13}},{"id":"e7c682ec-2337-413d-8cc6-14b5cff361ef","block_type":"box","text":"(except in the case of certain international markets where average pricing is not permitted). While in some cases this practice","page_number":73,"box":{"x":89,"y":429,"width":877,"height":13}},{"id":"edf73b9f-d142-4a88-b689-3150a34f2293","block_type":"box","text":"could have a detrimental effect upon the price or value of the security as far as the Funds are concerned, in other cases it","page_number":73,"box":{"x":89,"y":445,"width":845,"height":12}},{"id":"1da28366-4672-4519-88a8-d55c13222900","block_type":"box","text":"could be beneficial to the Funds. Transactions effected by BFA or the other Affiliates on behalf of more than one of its clients","page_number":73,"box":{"x":89,"y":460,"width":869,"height":12}},{"id":"aa183d98-13bf-429c-ad9c-d60a2d53f79e","block_type":"box","text":"during the same period may increase the demand for securities being purchased or the supply of securities being sold,","page_number":73,"box":{"x":89,"y":475,"width":828,"height":12}},{"id":"d2210c4c-7080-4559-88d4-665a9c534b31","block_type":"box","text":"causing an adverse effect on price. The trader will give the bunched order to the broker-dealer that the trader has identified","page_number":73,"box":{"x":89,"y":490,"width":861,"height":12}},{"id":"4102cefa-1547-40c7-9041-444b3b1e1451","block_type":"box","text":"as being able to provide the best execution of the order. Orders for purchase or sale of securities will be placed within a","page_number":73,"box":{"x":89,"y":505,"width":831,"height":12}},{"id":"639a478d-e248-4253-9252-515bd48fc3e4","block_type":"box","text":"reasonable amount of time of the order receipt and bunched orders will be kept bunched only long enough to execute the","page_number":73,"box":{"x":89,"y":520,"width":854,"height":12}},{"id":"f38cc902-d9b0-4b88-801d-4db4c8f3c29e","block_type":"box","text":"order.","page_number":73,"box":{"x":89,"y":535,"width":38,"height":10}},{"id":"1ae38201-d01e-4c1a-b444-02c502a5347e","block_type":"box","text":"The table below sets forth the brokerage commissions paid by each Fund for the fiscal years noted. Any differences in","page_number":73,"box":{"x":88,"y":562,"width":822,"height":12}},{"id":"bcf86585-ec63-4449-818d-71b7e8f6ad1f","block_type":"box","text":"brokerage commissions paid by a Fund from year to year are principally due to increases or decreases in that Fund’s assets","page_number":73,"box":{"x":89,"y":577,"width":858,"height":12}},{"id":"1524c9ad-3700-4093-af67-c1b369fdfa53","block_type":"box","text":"over those periods or the magnitude of changes to the components of a Fund’s Underlying Index:","page_number":73,"box":{"x":89,"y":592,"width":682,"height":12}},{"id":"bacc52dc-1794-4fdc-a817-1207945f6655","block_type":"box","text":"Fund","page_number":73,"box":{"x":89,"y":664,"width":27,"height":8}},{"id":"2950fec6-9399-488a-b204-234332f1e952","block_type":"box","text":"Brokerage","page_number":73,"box":{"x":518,"y":624,"width":58,"height":10}},{"id":"2cd26535-e9ee-4408-bcaf-db5fef27f73c","block_type":"box","text":"Commissions","page_number":73,"box":{"x":508,"y":635,"width":77,"height":7}},{"id":"1d422b9b-583c-4053-b6de-b196c6c68501","block_type":"box","text":"Paid During","page_number":73,"box":{"x":513,"y":644,"width":67,"height":10}},{"id":"6cb2e53a-df75-4737-a554-465d0ee4155d","block_type":"box","text":"Fiscal Year","page_number":73,"box":{"x":517,"y":654,"width":60,"height":8}},{"id":"bc08d4ae-8cba-44ce-bad4-438f18d920f5","block_type":"box","text":"Ended July 31, 2025","page_number":73,"box":{"x":491,"y":664,"width":111,"height":10}},{"id":"65d5833a-21eb-4146-b6c8-53d94fe996fc","block_type":"box","text":"Brokerage","page_number":73,"box":{"x":700,"y":624,"width":58,"height":10}},{"id":"8e4bdfe1-d58a-451a-a587-289abc42e5fb","block_type":"box","text":"Commissions","page_number":73,"box":{"x":691,"y":635,"width":77,"height":7}},{"id":"a7f39486-f467-4223-8e8f-717d546c32cb","block_type":"box","text":"Paid During","page_number":73,"box":{"x":696,"y":644,"width":66,"height":10}},{"id":"465dfd89-a328-42e7-a512-7ef1fac31ce1","block_type":"box","text":"Fiscal Year","page_number":73,"box":{"x":700,"y":654,"width":59,"height":8}},{"id":"ef2ba43a-4955-46aa-97cf-88a25b8128c9","block_type":"box","text":"Ended July 31, 2024","page_number":73,"box":{"x":674,"y":664,"width":111,"height":10}},{"id":"6396e719-efaf-44ee-8e26-0f777b5e5e45","block_type":"box","text":"Brokerage","page_number":73,"box":{"x":883,"y":624,"width":58,"height":10}},{"id":"f838cec0-1e93-4601-8f1c-16efb0e9ccf2","block_type":"box","text":"Commissions","page_number":73,"box":{"x":873,"y":635,"width":77,"height":7}},{"id":"620ab0c8-f499-4833-a5f6-ee24b3a9d520","block_type":"box","text":"Paid During","page_number":73,"box":{"x":878,"y":644,"width":67,"height":10}},{"id":"0994614b-d90d-407f-b3ce-2a69853f4cf2","block_type":"box","text":"Fiscal Year","page_number":73,"box":{"x":882,"y":654,"width":60,"height":8}},{"id":"8a87bccf-dec6-4d2e-a013-1a008cae5304","block_type":"box","text":"Ended July 31, 2023","page_number":73,"box":{"x":856,"y":664,"width":111,"height":10}},{"id":"4fe209e2-e44f-4151-bead-bd9ba461b7f6","block_type":"box","text":"iShares Large Cap Accelerated Outcome ETF $ 2,757 N/A N/A","page_number":73,"box":{"x":89,"y":686,"width":837,"height":13}},{"id":"0c804a7d-a19b-4033-94c9-53c64b327ba2","block_type":"box","text":"iShares Large Cap Max Buffer Dec ETF 5,453 N/A N/A","page_number":73,"box":{"x":89,"y":702,"width":837,"height":12}},{"id":"10acbeda-5d98-4568-8675-91051619ad0e","block_type":"box","text":"iShares Large Cap Max Buffer Jun ETF 15,226 $4,163 N/A","page_number":73,"box":{"x":89,"y":717,"width":837,"height":12}},{"id":"f33fcc82-acdb-4e3b-94c8-bdba78e3d211","block_type":"box","text":"iShares Large Cap Max Buffer Mar ETF 2,238 N/A N/A","page_number":73,"box":{"x":89,"y":732,"width":837,"height":12}},{"id":"f4e131da-4b31-4938-8a8d-befffdd59d57","block_type":"box","text":"iShares Large Cap Max Buffer Sep ETF 9,590 N/A N/A","page_number":73,"box":{"x":89,"y":747,"width":837,"height":12}},{"id":"cae204ca-573c-4410-acb3-94914c2eb133","block_type":"box","text":"The Funds’ purchase and sale orders for securities may be combined with those of other investment companies, clients or","page_number":73,"box":{"x":88,"y":780,"width":855,"height":12}},{"id":"a2cfd213-ba92-493d-95bd-fc04f93cfb96","block_type":"box","text":"accounts that BlackRock manages or advises. If purchases or sales of portfolio securities of the Funds and one or more other","page_number":73,"box":{"x":89,"y":795,"width":873,"height":12}},{"id":"fde818ab-16e9-4b99-91fd-e2b3d434ad85","block_type":"box","text":"accounts managed or advised by BlackRock are considered at or about the same time, transactions in such securities are","page_number":73,"box":{"x":89,"y":810,"width":845,"height":12}},{"id":"40c24f2e-b24f-4ded-b553-bc03fc95c419","block_type":"box","text":"allocated among the Funds and the other accounts in a manner deemed equitable to all by BlackRock. In some cases, this","page_number":73,"box":{"x":89,"y":825,"width":851,"height":12}},{"id":"51aa4f3c-1a46-483a-84e4-46a13ea0f5aa","block_type":"box","text":"procedure could have a detrimental effect on the price or volume of the security as far as the Funds are concerned. However,","page_number":73,"box":{"x":89,"y":840,"width":871,"height":12}},{"id":"1eec11f2-bff7-441c-9057-bb28c48edbea","block_type":"box","text":"in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower transaction costs will","page_number":73,"box":{"x":89,"y":855,"width":870,"height":13}},{"id":"d8b0904b-66c1-4b54-9c93-241eba8ce49f","block_type":"box","text":"59","page_number":73,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c04ce350-6755-4c6a-9575-9760b41e9692","block_type":"box","text":"be beneficial to the Funds. BlackRock may deal, trade and invest for its own account in the types of securities in which the","page_number":74,"box":{"x":89,"y":44,"width":852,"height":12}},{"id":"b35a07e5-b9b6-41e9-87d6-7ed832d6c0b6","block_type":"box","text":"Funds may invest. BlackRock may, from time to time, effect trades on behalf of and for the account of the Funds with brokers","page_number":74,"box":{"x":89,"y":59,"width":874,"height":12}},{"id":"14e3dd49-0d0e-4480-a775-bf5dca8218b3","block_type":"box","text":"or dealers that are affiliated with BFA, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions,","page_number":74,"box":{"x":89,"y":74,"width":874,"height":12}},{"id":"df8e7c19-7b20-4819-8d2f-cac09694c487","block_type":"box","text":"any commissions paid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by","page_number":74,"box":{"x":89,"y":89,"width":867,"height":13}},{"id":"6ec20d1b-2a25-47ff-a6e7-13e6abaa6874","block_type":"box","text":"other brokers or dealers in comparable transactions. The Funds will not deal with affiliates in principal transactions unless","page_number":74,"box":{"x":89,"y":104,"width":850,"height":13}},{"id":"eea3e30a-924c-43c3-8a1d-2f6b92f0d077","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":74,"box":{"x":89,"y":119,"width":528,"height":13}},{"id":"5b9e8f86-5386-4f98-af92-7f6631c2e3a3","block_type":"box","text":"Portfolio turnover may vary from year to year, as well as within a year. High turnover rates may result in comparatively greater","page_number":74,"box":{"x":89,"y":146,"width":876,"height":12}},{"id":"e5b003d9-2be3-4728-a93d-a97136bd9417","block_type":"box","text":"brokerage expenses.","page_number":74,"box":{"x":89,"y":161,"width":142,"height":12}},{"id":"270bc052-b509-4559-bdec-ef1f8fb7003d","block_type":"box","text":"The table below sets forth the portfolio turnover rates of each Fund for the fiscal years noted:","page_number":74,"box":{"x":88,"y":188,"width":651,"height":12}},{"id":"ed3f2304-08c5-4e91-a4d0-7d5dd723f511","block_type":"box","text":"Fund","page_number":74,"box":{"x":89,"y":227,"width":27,"height":8}},{"id":"f8386002-1c13-46bf-a592-5bdec38351ed","block_type":"box","text":"Fiscal Year Ended","page_number":74,"box":{"x":673,"y":217,"width":99,"height":8}},{"id":"adfa028b-5844-4bfe-b79c-594dd8662c19","block_type":"box","text":"July 31, 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the funds with no par value. 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Each share is entitled to participate equally in dividends and","page_number":74,"box":{"x":89,"y":705,"width":842,"height":13}},{"id":"0ef79951-a05e-49d8-bf53-1a8c000a47c3","block_type":"box","text":"distributions declared by the Board with respect to the relevant fund, and in the net distributable assets of such fund on","page_number":74,"box":{"x":89,"y":720,"width":835,"height":13}},{"id":"f655df20-61d8-4622-99c8-85dd1e663ab4","block_type":"box","text":"liquidation.","page_number":74,"box":{"x":89,"y":736,"width":76,"height":12}},{"id":"0790b179-1d4e-44d8-9377-94a7c29b8d9b","block_type":"box","text":"Each share has one vote with respect to matters upon which the shareholder is entitled to vote. 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Access to the DTC system is available to entities,","page_number":75,"box":{"x":88,"y":626,"width":848,"height":12}},{"id":"fe8e1403-ae57-4e49-9624-56dc08f70d7e","block_type":"box","text":"such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a DTC","page_number":75,"box":{"x":89,"y":641,"width":833,"height":12}},{"id":"1a122b21-adda-4419-9d96-553c1c5dae03","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":75,"box":{"x":89,"y":656,"width":439,"height":13}},{"id":"e9cfdf53-c7ed-4c12-b741-ad189580ccc3","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":75,"box":{"x":89,"y":683,"width":873,"height":12}},{"id":"9d1b507d-73f3-4e49-90e1-640bb83a48ea","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":75,"box":{"x":89,"y":698,"width":840,"height":12}},{"id":"3bc78307-9f87-4258-967f-2020814d24ed","block_type":"box","text":"referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records","page_number":75,"box":{"x":89,"y":713,"width":825,"height":12}},{"id":"6acb60e5-e09a-4b48-8f01-6d8399f861dd","block_type":"box","text":"maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect","page_number":75,"box":{"x":89,"y":728,"width":822,"height":12}},{"id":"64c1d5fa-fbd4-4ba8-bd9f-17c2c8976db1","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":75,"box":{"x":89,"y":743,"width":848,"height":12}},{"id":"18773af3-0dbf-401d-aa75-9ee2aeb9f965","block_type":"box","text":"Participant a written confirmation relating to their purchase of shares. The laws of some jurisdictions may require that certain","page_number":75,"box":{"x":89,"y":758,"width":877,"height":13}},{"id":"cda3327a-3228-404f-bc91-446c61dba23a","block_type":"box","text":"purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability of certain","page_number":75,"box":{"x":89,"y":773,"width":872,"height":13}},{"id":"74ad8e06-f793-4e80-9b42-7ae2f5d7a3d3","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":75,"box":{"x":89,"y":788,"width":426,"height":13}},{"id":"95f4c6dc-f124-4ed4-b23f-62983cf7153c","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":75,"box":{"x":89,"y":815,"width":873,"height":12}},{"id":"f3ec3214-3c5d-4517-8970-8fd03cd2a8c5","block_type":"box","text":"Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee","page_number":75,"box":{"x":89,"y":830,"width":869,"height":12}},{"id":"1b83ae37-7394-4146-b5b4-e8cb73a86cca","block_type":"box","text":"to be charged to the Trust a listing of the shares of each Fund held by each DTC Participant. The Trust shall inquire of each","page_number":75,"box":{"x":88,"y":845,"width":856,"height":12}},{"id":"534f41f2-8a90-44d5-aecf-8c3a3a6efd97","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":75,"box":{"x":89,"y":860,"width":807,"height":13}},{"id":"446f2b5e-886c-4fd3-99f2-3a679f195545","block_type":"box","text":"61","page_number":75,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"fc46de2b-ba50-4c74-b530-b1a717e5e215","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":76,"box":{"x":89,"y":44,"width":877,"height":12}},{"id":"83e1305c-e6e1-4241-9b83-06cebd656d15","block_type":"box","text":"in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice,","page_number":76,"box":{"x":89,"y":59,"width":803,"height":12}},{"id":"37afe69a-3888-41b2-b590-f627f68f7669","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":76,"box":{"x":89,"y":74,"width":874,"height":12}},{"id":"4fa6d317-113a-4b03-8005-d7d773cc212d","block_type":"box","text":"addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses","page_number":76,"box":{"x":89,"y":89,"width":861,"height":13}},{"id":"61d17290-b16f-4762-937f-993cd311742f","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":76,"box":{"x":89,"y":104,"width":652,"height":13}},{"id":"9b17b722-9a12-43bb-823f-80f3c22758ab","block_type":"box","text":"Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all shares of the Trust. DTC or","page_number":76,"box":{"x":88,"y":131,"width":878,"height":12}},{"id":"9065104e-7f3b-410b-ad85-c832bffad45a","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":76,"box":{"x":89,"y":146,"width":847,"height":12}},{"id":"562dfeec-7eec-4f98-afc7-a20ac5e158aa","block_type":"box","text":"amounts proportionate to their respective beneficial interests in shares of each Fund as shown on the records of DTC or its","page_number":76,"box":{"x":89,"y":161,"width":858,"height":12}},{"id":"ced1cced-d298-4fe5-8ec1-f81fee436fd5","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":76,"box":{"x":89,"y":176,"width":836,"height":13}},{"id":"7abf1994-1f61-41f5-9304-14f4b6e3c02c","block_type":"box","text":"Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the","page_number":76,"box":{"x":89,"y":191,"width":877,"height":13}},{"id":"b6c9fda3-63a9-468a-80e8-da1e5ba2015b","block_type":"box","text":"accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.","page_number":76,"box":{"x":89,"y":206,"width":875,"height":13}},{"id":"e10d9a72-5cf0-4dec-a8c6-33dfb70feefc","block_type":"box","text":"The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or","page_number":76,"box":{"x":88,"y":233,"width":813,"height":12}},{"id":"e685b00a-c2ed-47f6-b669-5ed1491ed3ab","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":76,"box":{"x":89,"y":248,"width":874,"height":12}},{"id":"cbd54fed-d2b8-421e-8996-024273276a01","block_type":"box","text":"records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC","page_number":76,"box":{"x":89,"y":263,"width":866,"height":12}},{"id":"b7b4c1bd-fc49-4d66-8e8c-f19b642f157a","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":76,"box":{"x":89,"y":278,"width":855,"height":13}},{"id":"af6097b2-4f7f-4ea2-a6fd-1d3359bcb6a1","block_type":"box","text":"through such DTC Participants. DTC may decide to discontinue providing its service with respect to shares of the Trust at any","page_number":76,"box":{"x":88,"y":293,"width":876,"height":13}},{"id":"8b67902e-30c2-4ff6-8387-4c1dbed76df8","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":76,"box":{"x":88,"y":308,"width":855,"height":13}},{"id":"c11af706-0235-4b58-8e89-07c791686b60","block_type":"box","text":"Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its functions at a comparable","page_number":76,"box":{"x":89,"y":324,"width":873,"height":12}},{"id":"24299b15-7b14-4f8c-b6ea-50ed255ef91d","block_type":"box","text":"cost.","page_number":76,"box":{"x":89,"y":340,"width":32,"height":8}},{"id":"280dd5f7-ddd8-473d-bd5a-c54d30f08ea6","block_type":"box","text":"Distribution of Shares.","page_number":76,"box":{"x":89,"y":365,"width":160,"height":10}},{"id":"391a1a1d-0b57-47e6-8f21-d5bafeb3191f","block_type":"box","text":"In connection with each Fund’s launch, each Fund was seeded through the sale of one or more","page_number":76,"box":{"x":259,"y":365,"width":665,"height":12}},{"id":"7bab4ef9-abf2-4fea-959f-50ceaa730dcf","block_type":"box","text":"Creation Units by each Fund to one or more initial investors. Initial investors participating in the seeding may be Authorized","page_number":76,"box":{"x":89,"y":380,"width":859,"height":13}},{"id":"fbb4e01f-20da-4042-8000-5d1501bb89f9","block_type":"box","text":"Participants, a lead market maker or other third party investor or an affiliate of each Fund or each Fund’s adviser. Each such","page_number":76,"box":{"x":89,"y":395,"width":861,"height":13}},{"id":"9bc4b175-c87d-4fae-aeb1-b33f36b6bdc3","block_type":"box","text":"initial investor may sell some or all of the shares underlying the Creation Unit(s) held by them pursuant to the registration","page_number":76,"box":{"x":89,"y":410,"width":848,"height":13}},{"id":"a9823847-669d-4bac-8867-b0d299043935","block_type":"box","text":"statement for each Fund (each, a “Selling Shareholder”), which shares have been registered to permit the resale from time to","page_number":76,"box":{"x":89,"y":426,"width":873,"height":12}},{"id":"07c179d2-aa87-4a06-bf70-6c67c2a1cbe4","block_type":"box","text":"time after purchase. Each Fund will not receive any of the proceeds from the resale by the Selling Shareholders of these","page_number":76,"box":{"x":88,"y":441,"width":833,"height":12}},{"id":"3ac40e70-a3c0-468a-af67-e9005c912ad0","block_type":"box","text":"shares.","page_number":76,"box":{"x":89,"y":456,"width":47,"height":10}},{"id":"43e77c34-bae5-44f5-b090-8cb1951934ac","block_type":"box","text":"Selling Shareholders may sell shares owned by them directly or through broker-dealers, in accordance with applicable law, on","page_number":76,"box":{"x":88,"y":482,"width":877,"height":13}},{"id":"e89e881c-a52f-4791-a3a4-22d361472713","block_type":"box","text":"any national securities exchange on which the shares may be listed or quoted at the time of sale, through trading systems, in","page_number":76,"box":{"x":89,"y":497,"width":873,"height":13}},{"id":"53cef8bc-5bac-4218-83f0-7e9fffdd2f8b","block_type":"box","text":"the OTC market or in transactions other than on these exchanges or systems at fixed prices, at prevailing market prices at the","page_number":76,"box":{"x":88,"y":513,"width":878,"height":12}},{"id":"eb778a34-86d4-4e5c-985c-3b3bacfd8306","block_type":"box","text":"time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected through","page_number":76,"box":{"x":88,"y":528,"width":877,"height":12}},{"id":"1160a07b-726f-48d2-a9f9-6f7a2420c7cd","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":76,"box":{"x":89,"y":543,"width":822,"height":12}},{"id":"9a5e167c-a96b-45e2-9a0e-579e9f0b7b16","block_type":"box","text":"through any other means authorized by applicable law. Selling Shareholders may redeem the shares held in Creation Unit size","page_number":76,"box":{"x":88,"y":558,"width":875,"height":12}},{"id":"e6c41aee-f58a-498c-8aa3-c16e833faec2","block_type":"box","text":"by them through an Authorized Participant.","page_number":76,"box":{"x":89,"y":573,"width":302,"height":12}},{"id":"38136203-ef7c-4188-a289-51f6b952e19b","block_type":"box","text":"Any Selling Shareholder and any broker-dealer or agents participating in the distribution of shares may be deemed to be","page_number":76,"box":{"x":88,"y":599,"width":840,"height":13}},{"id":"32407518-e7d6-434c-90ac-5ca6c7b0ba7e","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":76,"box":{"x":89,"y":615,"width":712,"height":12}},{"id":"31972a8b-d137-4aa7-a36c-d5fd8c175931","block_type":"box","text":"Any Selling Shareholder and any other person participating in such distribution will be subject to applicable provisions of the","page_number":76,"box":{"x":88,"y":641,"width":871,"height":12}},{"id":"2f58b568-0785-4fd0-b536-fd52a1fb6daf","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":76,"box":{"x":90,"y":656,"width":354,"height":13}},{"id":"01a80292-0595-45d8-b0a8-f802464aa61c","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":76,"box":{"x":90,"y":687,"width":721,"height":29}},{"id":"74ff6191-a832-4b6d-96e8-63c8da735f02","block_type":"box","text":"General.","page_number":76,"box":{"x":89,"y":728,"width":59,"height":10}},{"id":"613519ad-0925-400b-97c3-1dcf7f99940d","block_type":"box","text":"The Trust issues and sells shares of each Fund only in Creation Units on a continuous basis through the Distributor","page_number":76,"box":{"x":156,"y":728,"width":804,"height":12}},{"id":"3e18a01e-fb1c-44e9-bbf9-a4571cf5a2a5","block_type":"box","text":"or its agent, without a sales load, at a price based on a Fund’s NAV next determined after receipt, on any Business Day (as","page_number":76,"box":{"x":89,"y":743,"width":850,"height":12}},{"id":"b5f9bb50-ff89-4b11-bb2a-75b3812e33e1","block_type":"box","text":"defined below), of an order received by the Distributor or its agent in proper form. On days when the Listing Exchange or the","page_number":76,"box":{"x":89,"y":758,"width":871,"height":13}},{"id":"c0ad1c59-6fbe-499d-b985-e552b3b274cf","block_type":"box","text":"listing exchange for the Fund’s exchange-traded options close earlier than normal, the Funds may require orders to be placed","page_number":76,"box":{"x":89,"y":773,"width":877,"height":13}},{"id":"fc2635ad-a728-4384-8d2a-580126c5442d","block_type":"box","text":"earlier in the day. The following table sets forth the number of shares of each Fund that constitute a Creation Unit for the","page_number":76,"box":{"x":89,"y":788,"width":844,"height":13}},{"id":"c3de1c37-685a-416f-8f03-1216da7d6372","block_type":"box","text":"Fund and the approximate value of such Creation Unit as of July 31, 2025:","page_number":76,"box":{"x":89,"y":804,"width":512,"height":12}},{"id":"01fe767e-d9e6-4cc6-9d39-cf6b9c1d75b4","block_type":"box","text":"62","page_number":76,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"00b422c9-3ce4-47bc-8bba-16de22cf5b8d","block_type":"box","text":"Fund","page_number":77,"box":{"x":89,"y":75,"width":27,"height":8}},{"id":"698e4932-af75-4765-a5d7-2f34de102b59","block_type":"box","text":"Shares Per","page_number":77,"box":{"x":744,"y":65,"width":60,"height":7}},{"id":"7c14f043-bb4e-44e6-9c90-7d713872c170","block_type":"box","text":"Creation Unit","page_number":77,"box":{"x":736,"y":75,"width":76,"height":8}},{"id":"df8ae830-5e1a-42ac-9c18-c1cca65591e6","block_type":"box","text":"Approximate","page_number":77,"box":{"x":891,"y":45,"width":75,"height":9}},{"id":"6fc07ce1-5aa3-4327-ba85-103639d7b947","block_type":"box","text":"Value Per","page_number":77,"box":{"x":901,"y":55,"width":55,"height":7}},{"id":"61821c1f-efd3-4938-9a04-6d8dfc2576d0","block_type":"box","text":"Creation","page_number":77,"box":{"x":904,"y":65,"width":48,"height":7}},{"id":"534cf39d-2641-4d3f-bb27-fcb3f6a54afb","block_type":"box","text":"Unit (U.S.$)","page_number":77,"box":{"x":896,"y":75,"width":65,"height":10}},{"id":"07d8aca3-e37b-446b-92e2-7224d795329c","block_type":"box","text":"iShares Large Cap Accelerated Outcome ETF 40,000 $1,036,400","page_number":77,"box":{"x":89,"y":97,"width":879,"height":12}},{"id":"9923e7f2-d72d-4ee0-972b-cd8e5e801099","block_type":"box","text":"iShares Large Cap Max Buffer Mar ETF 40,000 1,032,400","page_number":77,"box":{"x":89,"y":112,"width":879,"height":12}},{"id":"7257b4b2-1f70-4acb-bb45-cc1429b7dfc8","block_type":"box","text":"iShares Large Cap Max Buffer Jun ETF 40,000 1,103,600","page_number":77,"box":{"x":89,"y":127,"width":879,"height":12}},{"id":"33609f0d-fdcd-447a-9d7d-0defabf5b2a1","block_type":"box","text":"iShares Large Cap Max Buffer Sep ETF 40,000 1,053,600","page_number":77,"box":{"x":89,"y":142,"width":879,"height":12}},{"id":"24a972b4-7f41-4892-a25a-829d130cf08c","block_type":"box","text":"iShares Large Cap Max Buffer Dec ETF 40,000 1,040,000","page_number":77,"box":{"x":89,"y":157,"width":879,"height":13}},{"id":"d4e5eed2-7e4b-4ab3-97b6-f8823486ce36","block_type":"box","text":"In its discretion, the Trust reserves the right to increase or decrease the number of a Fund’s shares that constitute a Creation","page_number":77,"box":{"x":89,"y":190,"width":869,"height":12}},{"id":"c1d39972-7269-410d-8001-cbb38682c57e","block_type":"box","text":"Unit. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of a Fund, and to","page_number":77,"box":{"x":89,"y":205,"width":866,"height":12}},{"id":"0f4fb0db-8c2a-405e-b50d-9dabad876538","block_type":"box","text":"make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per share price in","page_number":77,"box":{"x":89,"y":220,"width":855,"height":13}},{"id":"2bdd7adc-8482-42de-b8b6-82c1cb88c2cc","block_type":"box","text":"the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the Board.","page_number":77,"box":{"x":88,"y":235,"width":796,"height":13}},{"id":"cd126400-2b3e-46ed-b863-8aa76f2764ba","block_type":"box","text":"A “Business Day” with respect to each Fund is any day the Fund is open for business, including any day when it satisfies","page_number":77,"box":{"x":88,"y":262,"width":839,"height":12}},{"id":"84568686-a796-4420-b4ba-5e05258aca92","block_type":"box","text":"redemption requests as required by Section 22(e) of the 1940 Act. Each Fund is open for business any day on which the","page_number":77,"box":{"x":89,"y":277,"width":837,"height":12}},{"id":"49b75d60-4350-49b9-b83b-7befa2929d54","block_type":"box","text":"Listing Exchange on which the Fund is listed for trading is open for business. As of the date of this SAI, the Listing Exchange","page_number":77,"box":{"x":89,"y":292,"width":866,"height":12}},{"id":"e406dca3-3fbe-48d1-b014-b2caa68067ab","block_type":"box","text":"observes the following holidays, as observed: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday,","page_number":77,"box":{"x":89,"y":307,"width":825,"height":13}},{"id":"99268a67-8df8-4c67-87c1-22dbd82b6f9a","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":77,"box":{"x":89,"y":322,"width":669,"height":13}},{"id":"17bea880-fcc9-4d6d-8551-d9a8a32a4930","block_type":"box","text":"Fund Deposit.","page_number":77,"box":{"x":89,"y":349,"width":98,"height":12}},{"id":"c9c28017-6b2d-419b-8977-8326bca66201","block_type":"box","text":"The consideration for purchase of Creation Units of a Fund generally consists of Deposit Securities and the","page_number":77,"box":{"x":196,"y":349,"width":747,"height":12}},{"id":"cae120ce-23b8-487d-ae0b-f700fc13ca3f","block_type":"box","text":"Cash Component computed as described below. Together, the Deposit Securities and the Cash Component constitute the","page_number":77,"box":{"x":89,"y":364,"width":852,"height":12}},{"id":"42897cd4-5a8a-40e5-bef8-bcbb2dfb9216","block_type":"box","text":"“Fund Deposit,” which will be applicable (subject to possible amendment or correction) to creation requests received in","page_number":77,"box":{"x":89,"y":379,"width":836,"height":12}},{"id":"f78bc107-dab9-4673-a09b-e2bb3ccbcc67","block_type":"box","text":"proper form. The Fund Deposit represents the minimum initial and subsequent investment amount for a Creation Unit of a","page_number":77,"box":{"x":89,"y":394,"width":857,"height":12}},{"id":"f8228103-35d6-4eba-88a0-5ced0f30c35d","block_type":"box","text":"Fund. Such Fund Deposit is applicable, subject to any adjustments as described below, to purchases of Creation Units of","page_number":77,"box":{"x":89,"y":409,"width":841,"height":13}},{"id":"ab4cd880-72f1-4953-9697-8326bab0e174","block_type":"box","text":"shares of a given Fund until such time as the next-announced Fund Deposit is made available.","page_number":77,"box":{"x":89,"y":424,"width":657,"height":13}},{"id":"6865a15d-e5ef-41dc-8a2f-2f1cc42ac360","block_type":"box","text":"The Cash Component is an amount equal to the difference between the NAV of the shares (per Creation Unit) and the","page_number":77,"box":{"x":88,"y":451,"width":824,"height":12}},{"id":"8b9e275c-27e6-4d5e-845a-909e190a2b25","block_type":"box","text":"“Deposit Amount,” which is an amount equal to the market value of the Deposit Securities, and serves to compensate for any","page_number":77,"box":{"x":89,"y":466,"width":879,"height":12}},{"id":"691ae43b-b8d3-43df-98da-21e274971a06","block_type":"box","text":"differences between the NAV per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar fees and","page_number":77,"box":{"x":89,"y":481,"width":878,"height":12}},{"id":"b8dd5d08-d1b4-4890-aa1e-b1fc271b2eee","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":77,"box":{"x":89,"y":496,"width":872,"height":13}},{"id":"be28e30e-1558-445b-b4ad-d9d48cfd70e2","block_type":"box","text":"Participant purchasing the Creation Unit. Each Fund generally offers Creation Units partially for cash, but may, in certain","page_number":77,"box":{"x":89,"y":511,"width":835,"height":13}},{"id":"ceca0763-e185-4dfd-816d-fc3d0c35e690","block_type":"box","text":"circumstances, offer Creation Units solely for cash or solely in-kind. Please see the","page_number":77,"box":{"x":89,"y":526,"width":572,"height":13}},{"id":"bb948842-61ca-44ef-8770-ea863ea41238","block_type":"box","text":"Cash Purchase Method","page_number":77,"box":{"x":667,"y":526,"width":162,"height":10}},{"id":"aad91cef-7422-42f4-a5e0-ec9a58fa289c","block_type":"box","text":"section below and","page_number":77,"box":{"x":833,"y":526,"width":127,"height":10}},{"id":"427fcc95-d074-4d26-a0c9-542d512f57b5","block_type":"box","text":"the following discussion summarizing the Deposit Security method for further information on purchasing Creation Units of a","page_number":77,"box":{"x":88,"y":542,"width":873,"height":12}},{"id":"548c75aa-2efc-456c-b8ad-e66613d9f8cc","block_type":"box","text":"Fund.","page_number":77,"box":{"x":89,"y":557,"width":38,"height":9}},{"id":"304447c7-6812-4256-841d-c3137c75a3e4","block_type":"box","text":"The identity and number or par value of the Deposit Securities change pursuant to changes in the composition of a Fund’s","page_number":77,"box":{"x":88,"y":583,"width":858,"height":12}},{"id":"1374bb08-f175-4eb9-8221-868d1edaa64f","block_type":"box","text":"portfolio and as rebalancing adjustments and corporate action events are reflected from time to time by BFA with a view to","page_number":77,"box":{"x":89,"y":598,"width":860,"height":13}},{"id":"0ca86942-fb0a-4e0e-800e-369140cc3ca1","block_type":"box","text":"the investment objective(s) of a Fund. The composition of the Deposit Securities may also change in response to","page_number":77,"box":{"x":88,"y":613,"width":789,"height":13}},{"id":"a2bb24c9-45fd-4605-b603-6f3dcd8369cc","block_type":"box","text":"adjustments to the weighting or composition of the component securities constituting a Fund’s portfolio.","page_number":77,"box":{"x":89,"y":628,"width":737,"height":13}},{"id":"a2b9f0d4-11ba-49d5-830b-ed2f56dec737","block_type":"box","text":"The Fund Deposit may also be modified to minimize the Cash Component by redistributing the cash to the Deposit Securities","page_number":77,"box":{"x":88,"y":655,"width":877,"height":12}},{"id":"284e1c91-368b-40ed-b968-1764aab0d054","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":77,"box":{"x":89,"y":670,"width":824,"height":12}},{"id":"3a3ffb7b-f2c2-4055-9689-df7ef9cc3071","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":77,"box":{"x":89,"y":685,"width":869,"height":12}},{"id":"a3463e9c-2328-4170-afee-7bd3021aee58","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":77,"box":{"x":89,"y":700,"width":690,"height":13}},{"id":"11b699ea-bc92-46f4-b3d4-e6c5a1bcfaa8","block_type":"box","text":"The Fund may, in its sole discretion, substitute a “cash in lieu” amount to be added to the Cash Component to replace any","page_number":77,"box":{"x":88,"y":727,"width":854,"height":12}},{"id":"0c0cb280-f64d-4a86-960f-bad46f16d1af","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":77,"box":{"x":89,"y":742,"width":870,"height":12}},{"id":"87f70098-ca8e-464c-967a-52df277a9b21","block_type":"box","text":"(ii) when instruments are not eligible for transfer through DTC or the clearing process (as discussed below); (iii) when","page_number":77,"box":{"x":89,"y":757,"width":823,"height":12}},{"id":"fce5791b-a2ac-47aa-9c22-2366b295b7fb","block_type":"box","text":"instruments that the Authorized Participant (or an investor on whose behalf the Authorized Participant is acting) are not able","page_number":77,"box":{"x":89,"y":772,"width":873,"height":12}},{"id":"fef6838e-0f88-4c0e-b7f4-76727c36492e","block_type":"box","text":"to be traded due to a trading restriction; (iv) when delivery of the Deposit Security by the Authorized Participant (or by an","page_number":77,"box":{"x":88,"y":787,"width":847,"height":13}},{"id":"b4ab2b50-b5f3-44ed-90f4-9cd9cdc4de02","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":77,"box":{"x":89,"y":802,"width":859,"height":13}},{"id":"5af14081-b57f-4100-bd68-e3f639ef2f79","block_type":"box","text":"laws; (v) in connection with distribution payments to be made by a Fund; or (vi) in certain other situations.","page_number":77,"box":{"x":89,"y":817,"width":745,"height":13}},{"id":"5e725488-e641-4191-9cbb-d1a1f2c0b8ad","block_type":"box","text":"63","page_number":77,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a85748d5-862f-4423-b897-c2b88d7fe533","block_type":"box","text":"Cash Purchase Method.","page_number":78,"box":{"x":89,"y":44,"width":170,"height":10}},{"id":"64b902b5-18a4-45ed-a080-4c149e15f091","block_type":"box","text":"Although the Fund does not generally permit full cash purchases of Creation Units of its funds,","page_number":78,"box":{"x":268,"y":44,"width":662,"height":12}},{"id":"b5ac3366-1954-4c2a-b7ef-8f88b53dff0c","block_type":"box","text":"when partial or full cash purchases of Creation Units are available or specified for a Fund, they will be effected in essentially","page_number":78,"box":{"x":88,"y":59,"width":861,"height":12}},{"id":"e93076ee-a89a-400a-b2d2-7e4856d0c8e7","block_type":"box","text":"the same manner as in-kind purchases thereof. In the case of a partial or full cash purchase, the Authorized Participant must","page_number":78,"box":{"x":88,"y":74,"width":871,"height":12}},{"id":"e0f53059-1ebe-4f49-9cb4-03b46397f5ed","block_type":"box","text":"pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus","page_number":78,"box":{"x":89,"y":89,"width":873,"height":13}},{"id":"d43c3284-0ad8-41f2-8dc7-33612c8094da","block_type":"box","text":"the same Cash Component required to be paid by an in-kind purchaser.","page_number":78,"box":{"x":88,"y":104,"width":499,"height":13}},{"id":"00996cda-d89b-4df5-b47b-74947fd3b322","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":78,"box":{"x":89,"y":131,"width":301,"height":10}},{"id":"dfb9868e-70dc-4578-91ec-ed24d0b1eb96","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":78,"box":{"x":398,"y":131,"width":568,"height":12}},{"id":"3482a03c-9098-4f02-812f-c2bdf88ee98c","block_type":"box","text":"a Fund, an entity must be: (i) a “Participating Party,” i.e., a broker-dealer or other participant in the clearing process through","page_number":78,"box":{"x":89,"y":146,"width":863,"height":12}},{"id":"5eb0a843-0666-451d-9289-a128e0a98b5b","block_type":"box","text":"the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the","page_number":78,"box":{"x":88,"y":161,"width":849,"height":12}},{"id":"c86e38d4-2b44-418d-a82b-2c4b3716d706","block_type":"box","text":"SEC, or (ii) a DTC Participant, and must have executed an agreement with the Distributor, with respect to creations and","page_number":78,"box":{"x":88,"y":176,"width":832,"height":13}},{"id":"71317555-c01d-47a9-98b1-4522407919f3","block_type":"box","text":"redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":78,"box":{"x":89,"y":191,"width":820,"height":13}},{"id":"d4f75d0d-0880-422e-bff3-507e870dfe3d","block_type":"box","text":"clearing agency registered with the SEC which has a written agreement with a Fund or one of its service providers that allows","page_number":78,"box":{"x":89,"y":206,"width":877,"height":13}},{"id":"4ddbe312-b505-4ef1-940b-7ef75a3bb484","block_type":"box","text":"such member or participant to place orders for the purchase and redemption of Creation Units is referred to as an","page_number":78,"box":{"x":89,"y":222,"width":794,"height":12}},{"id":"7146ff66-1c05-4563-a83f-0d798d615fb1","block_type":"box","text":"“Authorized Participant.” All shares of the Funds, however created, will be entered on the records of DTC in the name of Cede","page_number":78,"box":{"x":89,"y":237,"width":873,"height":12}},{"id":"2a760060-ffd1-4425-8d6d-3fd383994d9a","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":78,"box":{"x":89,"y":252,"width":295,"height":12}},{"id":"27d2fbea-09a8-4a30-b3b0-1c091e8d3cd1","block_type":"box","text":"Role of the Authorized Participant.","page_number":78,"box":{"x":89,"y":278,"width":247,"height":13}},{"id":"d47a5f82-45f1-4637-9685-fdce8b8bc898","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":78,"box":{"x":346,"y":278,"width":570,"height":13}},{"id":"a7b46ebb-4b80-4aa9-ab02-e85f6ff2e4bd","block_type":"box","text":"clearing agency registered with the SEC, which has a written agreement with a Fund or one of its service providers that","page_number":78,"box":{"x":89,"y":293,"width":833,"height":13}},{"id":"1c5a7550-0c4a-4024-b17a-acaef656a9da","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units. Such Authorized","page_number":78,"box":{"x":89,"y":308,"width":833,"height":13}},{"id":"d83d1307-89a5-47e6-93e0-669c47e8f146","block_type":"box","text":"Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on behalf of itself or any investor","page_number":78,"box":{"x":89,"y":324,"width":871,"height":12}},{"id":"82ae5318-f9d0-4b6a-8771-b54d865b9b2f","block_type":"box","text":"on whose behalf it will act, to certain conditions, including that such Authorized Participant will make available in advance of","page_number":78,"box":{"x":89,"y":339,"width":873,"height":12}},{"id":"e83a10db-9215-4682-85d5-21ea9f75731d","block_type":"box","text":"each purchase of shares an amount of cash sufficient to pay the Cash Component, once the NAV of a Creation Unit is next","page_number":78,"box":{"x":89,"y":354,"width":855,"height":12}},{"id":"e4aaafe7-0813-42e2-af53-32f9beaa454a","block_type":"box","text":"determined after receipt of the purchase order in proper form, together with the transaction fees described below. An","page_number":78,"box":{"x":89,"y":369,"width":820,"height":12}},{"id":"2e86f3c0-c9cb-41db-a541-6df5450a890e","block_type":"box","text":"Authorized Participant, acting on behalf of an investor, may require the investor to enter into an agreement with such","page_number":78,"box":{"x":88,"y":384,"width":819,"height":12}},{"id":"b4e83cb8-38e4-424e-901d-b6e305eca27b","block_type":"box","text":"Authorized Participant with respect to certain matters, including payment of the Cash Component. Investors who are not","page_number":78,"box":{"x":88,"y":399,"width":847,"height":13}},{"id":"4580e66c-a718-4671-831f-80755f5356c6","block_type":"box","text":"Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that","page_number":78,"box":{"x":88,"y":414,"width":875,"height":13}},{"id":"d2a9091d-2142-478c-93a3-6e2db8f697d1","block_type":"box","text":"their particular broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement and that","page_number":78,"box":{"x":88,"y":429,"width":875,"height":13}},{"id":"314d6522-508d-4681-9760-6db99eb7020e","block_type":"box","text":"orders to purchase Creation Units may have to be placed by the investor’s broker through an Authorized Participant. As a","page_number":78,"box":{"x":89,"y":445,"width":844,"height":12}},{"id":"da538ecf-32c8-485b-85b7-cae57d9f23ec","block_type":"box","text":"result, purchase orders placed through an Authorized Participant may result in additional charges to such investor. The Trust","page_number":78,"box":{"x":89,"y":460,"width":871,"height":12}},{"id":"45c0c097-f8a3-4aa2-bee5-988cd6d84617","block_type":"box","text":"does not expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants. A list","page_number":78,"box":{"x":89,"y":475,"width":874,"height":12}},{"id":"ad3dab18-223a-42b7-9d9f-944279304506","block_type":"box","text":"of current Authorized Participants may be obtained from the Distributor. The Distributor has adopted guidelines regarding","page_number":78,"box":{"x":89,"y":490,"width":853,"height":12}},{"id":"2114b599-732c-4a97-86fa-d6f5f5c15e7f","block_type":"box","text":"Authorized Participants’ transactions in Creation Units that are made available to all Authorized Participants. These guidelines","page_number":78,"box":{"x":88,"y":505,"width":877,"height":12}},{"id":"a5e7557f-cec9-4982-9c05-a3e1aed3f20f","block_type":"box","text":"set forth the processes and standards for Authorized Participants to transact with the Distributor and its agents in connection","page_number":78,"box":{"x":89,"y":520,"width":878,"height":12}},{"id":"622b8265-f6d7-4571-91e3-38a2ae85e107","block_type":"box","text":"with creation and redemption transactions. In addition, the Distributor may be appointed as the proxy of the Authorized","page_number":78,"box":{"x":88,"y":535,"width":839,"height":13}},{"id":"cf2161ff-8e4b-4ed5-84cd-3b98ad7d50a9","block_type":"box","text":"Participant and may be granted a power of attorney under its Authorized Participant Agreement.","page_number":78,"box":{"x":89,"y":550,"width":674,"height":13}},{"id":"124fa388-333b-43db-a30b-b72c8fa1c766","block_type":"box","text":"Placement of Creation Orders.","page_number":78,"box":{"x":89,"y":577,"width":216,"height":10}},{"id":"c95e9c9c-7c1a-4cda-afdf-f53a2ce9a2d0","block_type":"box","text":"Fund Deposits must be delivered through the Federal Reserve System (for cash and U.S.","page_number":78,"box":{"x":315,"y":577,"width":612,"height":12}},{"id":"8058aae9-80ad-4da8-b5ee-5018e7d3aaa5","block_type":"box","text":"government securities), through DTC (for corporate and municipal securities) or through a central depository account, such","page_number":78,"box":{"x":89,"y":592,"width":867,"height":12}},{"id":"590fcc18-69f7-4aad-a816-fc3ce1a0c05e","block_type":"box","text":"as with Euroclear or DTC, maintained by BNY Mellon or a sub-custodian (a “Central Depository Account”). Any portion of the","page_number":78,"box":{"x":89,"y":607,"width":876,"height":12}},{"id":"b9501464-df50-4b21-8721-3beff7662822","block_type":"box","text":"Fund Deposit that may not be delivered through the Federal Reserve System or DTC must be delivered through a Central","page_number":78,"box":{"x":89,"y":622,"width":839,"height":12}},{"id":"121e21f6-9934-48d6-9357-c98ee661161d","block_type":"box","text":"Depository Account. The Fund Deposit transfers made through DTC must be ordered by the DTC Participant in a timely","page_number":78,"box":{"x":89,"y":637,"width":834,"height":13}},{"id":"6f7efe7a-56b5-4715-8c3e-f6bfed5ca231","block_type":"box","text":"fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account of a Fund","page_number":78,"box":{"x":88,"y":652,"width":835,"height":13}},{"id":"0000bf03-478f-486a-a5a4-f498bd746f0a","block_type":"box","text":"generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through the Federal Reserve","page_number":78,"box":{"x":89,"y":668,"width":855,"height":12}},{"id":"63f10f7a-23cd-423b-9d13-c409c3169047","block_type":"box","text":"System must be deposited by the participant institution in a timely fashion so as to ensure the delivery of the requisite","page_number":78,"box":{"x":88,"y":683,"width":824,"height":12}},{"id":"15a83859-39eb-42d3-aab1-9bca746d4714","block_type":"box","text":"number or amount of Deposit Securities or cash through the Federal Reserve System to the account of a Fund generally","page_number":78,"box":{"x":89,"y":698,"width":837,"height":12}},{"id":"8b99806f-547d-4e31-bace-30817332f661","block_type":"box","text":"before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through a Central Depository Account","page_number":78,"box":{"x":89,"y":713,"width":860,"height":12}},{"id":"e0fde14e-08c9-4977-a300-c52ae48d3e1e","block_type":"box","text":"must be completed pursuant to the requirements established by the custodian or sub-custodian for such Central Depository","page_number":78,"box":{"x":89,"y":728,"width":871,"height":12}},{"id":"c9a05f94-f387-4b93-8a18-c21da32d7516","block_type":"box","text":"Account generally before 2:00 p.m., Eastern time on the Settlement Date. The “Settlement Date” for all funds is generally the","page_number":78,"box":{"x":88,"y":743,"width":872,"height":12}},{"id":"881c5365-cca2-43e7-a8d7-06c61c3b0171","block_type":"box","text":"first business day after the Transmittal Date. All questions as to the number of Deposit Securities to be delivered, and the","page_number":78,"box":{"x":88,"y":758,"width":846,"height":13}},{"id":"c8858784-e53d-41e6-8bad-ae27e58ba3f4","block_type":"box","text":"validity, form and eligibility (including time of receipt) for the deposit of any tendered securities, will be determined by the","page_number":78,"box":{"x":88,"y":773,"width":850,"height":13}},{"id":"11bd7197-a47d-4257-8f1c-9ee33d09c7b9","block_type":"box","text":"Trust, whose determination shall be final and binding. The amount of cash equal to the Cash Component must be transferred","page_number":78,"box":{"x":88,"y":788,"width":880,"height":13}},{"id":"9d0feb18-85e5-465a-b23f-586b57058d8c","block_type":"box","text":"directly to BNY Mellon through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by BNY","page_number":78,"box":{"x":89,"y":804,"width":872,"height":12}},{"id":"992962b4-61d5-4322-bbca-5abc63193ccf","block_type":"box","text":"Mellon generally before 3:00 p.m., Eastern time on the Settlement Date. If the Cash Component and the Deposit Securities","page_number":78,"box":{"x":89,"y":819,"width":854,"height":12}},{"id":"6b5352a5-2d0d-4383-adda-69171e089d10","block_type":"box","text":"are not received by 3:00 p.m., Eastern time on the Settlement Date, the creation order may be canceled. Upon written notice","page_number":78,"box":{"x":89,"y":834,"width":867,"height":12}},{"id":"edf0f809-f0ba-44d0-8e79-5e4419a70cb8","block_type":"box","text":"to the Distributor, such canceled order may be resubmitted the following Business Day using the Fund Deposit as newly","page_number":78,"box":{"x":88,"y":849,"width":839,"height":12}},{"id":"2c223094-454f-41af-8cfc-b1251ba7988c","block_type":"box","text":"64","page_number":78,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9a3129f9-d848-47f2-8183-9f1e74656026","block_type":"box","text":"constituted to reflect the then current NAV of a Fund. The delivery of Creation Units so created generally will occur no later","page_number":79,"box":{"x":89,"y":44,"width":858,"height":12}},{"id":"46093c5d-5c13-4b78-85f4-f4f2262dacae","block_type":"box","text":"than the first Business Day following the day on which the purchase order is deemed received by the Distributor, provided","page_number":79,"box":{"x":88,"y":59,"width":851,"height":12}},{"id":"35e1712e-5e49-403f-b9e5-20a86dd45499","block_type":"box","text":"that the relevant Fund Deposit has been received by a Fund prior to such time.","page_number":79,"box":{"x":88,"y":74,"width":548,"height":12}},{"id":"b77b38d1-7a92-4161-86e4-07545a36fc69","block_type":"box","text":"Purchase Orders.","page_number":79,"box":{"x":89,"y":101,"width":122,"height":9}},{"id":"5a35ca73-0f9c-42e2-9831-847f1fdd552c","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":79,"box":{"x":220,"y":101,"width":708,"height":12}},{"id":"15ac33c9-f066-475c-bfc4-6630a11b6532","block_type":"box","text":"agent an irrevocable order to purchase shares of a Fund, in proper form, generally before 4:00 p.m., Eastern time on any","page_number":79,"box":{"x":89,"y":116,"width":837,"height":12}},{"id":"977ad707-a646-4f19-9089-a8ce2515d084","block_type":"box","text":"Business Day to receive that day’s NAV. The Distributor or its agent will notify BFA and the custodian of such order. The","page_number":79,"box":{"x":89,"y":131,"width":832,"height":12}},{"id":"30d1444c-3b82-4f00-8a7d-723f23e51083","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":79,"box":{"x":89,"y":146,"width":868,"height":12}},{"id":"e35ded41-d533-4a00-80b6-75db274ec44c","block_type":"box","text":"delivery of the Fund Deposit are set forth in the procedures handbook for Authorized Participants and may change from time","page_number":79,"box":{"x":89,"y":161,"width":873,"height":12}},{"id":"48468848-37ba-4b0f-a955-fb148024e597","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":79,"box":{"x":88,"y":176,"width":862,"height":13}},{"id":"8b4fbdd2-30fb-43d1-b28d-0bed4693cd20","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":79,"box":{"x":89,"y":191,"width":842,"height":13}},{"id":"ae0f9d42-8371-4af9-a073-b65bc0e3e199","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":79,"box":{"x":89,"y":206,"width":878,"height":13}},{"id":"adbe7b1f-aac8-46f7-b8e8-e5cae32474b7","block_type":"box","text":"to permit proper submission of the purchase order to the Distributor or its agent by the Cutoff Time (as defined below) on","page_number":79,"box":{"x":88,"y":222,"width":854,"height":12}},{"id":"6809ce3c-7b69-4932-8524-bc8bb9ed83ba","block_type":"box","text":"such Business Day.","page_number":79,"box":{"x":89,"y":237,"width":131,"height":12}},{"id":"515023ff-def5-41c7-9e3d-45566bdfc7ee","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to a","page_number":79,"box":{"x":88,"y":263,"width":873,"height":12}},{"id":"1a812e85-9446-41c1-956a-5c9d97edddcb","block_type":"box","text":"Fund, immediately available or same day funds estimated by a Fund to be sufficient to pay the Cash Component next","page_number":79,"box":{"x":89,"y":278,"width":818,"height":13}},{"id":"85b4a822-4b50-46a3-8c6b-54fdf6629620","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":79,"box":{"x":89,"y":293,"width":851,"height":13}},{"id":"4dbb8d45-a309-4512-bf4a-aa2bb163dc07","block_type":"box","text":"orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary","page_number":79,"box":{"x":89,"y":308,"width":864,"height":13}},{"id":"702766e0-d68a-4053-ba79-0343bb4cc4c7","block_type":"box","text":"institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than the Cutoff","page_number":79,"box":{"x":89,"y":324,"width":859,"height":12}},{"id":"85a3a819-5fd0-493c-9f1d-53efff361e63","block_type":"box","text":"Time of a Fund. Investors should be aware that an Authorized Participant may require orders for purchases of shares placed","page_number":79,"box":{"x":88,"y":339,"width":864,"height":12}},{"id":"bba364b6-ecba-44f2-9bc6-5adcd176488f","block_type":"box","text":"with it to be in the particular form required by the individual Authorized Participant.","page_number":79,"box":{"x":88,"y":354,"width":582,"height":12}},{"id":"52c67ebf-29bd-4568-a8b3-35bfa927173f","block_type":"box","text":"The Authorized Participant is responsible for any and all expenses and costs incurred by a Fund, including any applicable cash","page_number":79,"box":{"x":88,"y":380,"width":879,"height":13}},{"id":"454c394b-f33f-4b0d-b87d-6e8ff2f6a66c","block_type":"box","text":"amounts, in connection with any purchase order.","page_number":79,"box":{"x":89,"y":395,"width":342,"height":13}},{"id":"dd60cf9f-a4a0-4e62-9209-45090d405d47","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":79,"box":{"x":88,"y":422,"width":304,"height":12}},{"id":"9d7406af-c7f8-44c7-9b8e-409ac1fc51ff","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":79,"box":{"x":401,"y":422,"width":554,"height":12}},{"id":"72c8c042-3507-4e7e-ac1d-578ec44f7be5","block_type":"box","text":"of a Fund before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders must be","page_number":79,"box":{"x":89,"y":437,"width":844,"height":12}},{"id":"9461ce64-d5a8-4aee-a4f9-aba8e39cfa6d","block_type":"box","text":"transmitted by an Authorized Participant in the form required by a Fund to the Distributor or its agent pursuant to procedures","page_number":79,"box":{"x":88,"y":452,"width":879,"height":12}},{"id":"2e76b0e5-ba6c-4bad-8b9f-ac6a50fb794f","block_type":"box","text":"set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or other","page_number":79,"box":{"x":89,"y":467,"width":818,"height":13}},{"id":"b85bb178-7837-482a-90b2-92764df8a9fe","block_type":"box","text":"communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. A Fund’s","page_number":79,"box":{"x":89,"y":482,"width":848,"height":13}},{"id":"c74e4ff3-8f05-4b63-a9a2-b675371cc9dc","block_type":"box","text":"deadline specified above for the submission of purchase orders is referred to as the Fund’s “Cutoff Time.” The Distributor or","page_number":79,"box":{"x":89,"y":497,"width":866,"height":13}},{"id":"0f7496ce-ab52-47a9-a056-2915050f8d63","block_type":"box","text":"its agent, in their discretion, may permit the submission of such orders and requests by or through an Authorized Participant","page_number":79,"box":{"x":89,"y":513,"width":871,"height":12}},{"id":"6b791b73-699c-4941-8339-90d0797e469d","block_type":"box","text":"at any time (including on days on which the Listing Exchange is not open for business) via communication through the","page_number":79,"box":{"x":89,"y":528,"width":834,"height":12}},{"id":"1c8567cc-7280-4154-93f6-5161638cdab0","block_type":"box","text":"facilities of the Distributor’s or its agent’s proprietary website maintained for this purpose. Purchase orders and redemption","page_number":79,"box":{"x":88,"y":543,"width":863,"height":12}},{"id":"e48234a9-e817-4450-a9ed-e3707425a61d","block_type":"box","text":"requests, if accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance","page_number":79,"box":{"x":89,"y":558,"width":870,"height":12}},{"id":"ac81ebdc-eec2-4356-9fe2-d5fb95689d8e","block_type":"box","text":"with a Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.","page_number":79,"box":{"x":88,"y":573,"width":738,"height":12}},{"id":"b8d7761a-9bbc-426b-b981-3f37fb184d18","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":79,"box":{"x":88,"y":599,"width":293,"height":13}},{"id":"b2fbadab-5774-4b53-b824-84e73465db9b","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":79,"box":{"x":390,"y":599,"width":507,"height":13}},{"id":"73f38a7d-e6c6-4497-acc3-d050b7468d79","block_type":"box","text":"submitted by the Authorized Participant (either on its own or another investor’s behalf ) and (ii) arrangements satisfactory to","page_number":79,"box":{"x":89,"y":615,"width":871,"height":12}},{"id":"febd7c6c-5b06-4a0d-9b8f-7ff94a79df65","block_type":"box","text":"a Fund are in place for payment of the Cash Component and any other cash amounts which may be due, a Fund will accept","page_number":79,"box":{"x":89,"y":630,"width":865,"height":12}},{"id":"8a8b74d5-40b3-4116-b2c6-3382845ec9d6","block_type":"box","text":"the order, subject to the Fund’s right (and the right of the Distributor and BFA) to reject any order until acceptance, as set","page_number":79,"box":{"x":88,"y":645,"width":849,"height":12}},{"id":"501fffa8-948b-4593-8566-f981f06086a6","block_type":"box","text":"forth below.","page_number":79,"box":{"x":88,"y":660,"width":83,"height":10}},{"id":"57a8fff8-bb88-413e-95da-b683850c48a3","block_type":"box","text":"Once a Fund has accepted an order, upon the next determination of the NAV of the shares, the Fund will confirm the","page_number":79,"box":{"x":89,"y":686,"width":815,"height":13}},{"id":"7296f5a8-3978-47e4-9922-7bb01d9fb575","block_type":"box","text":"issuance of a Creation Unit, against receipt of payment, at such NAV. The Distributor or its agent will then transmit a","page_number":79,"box":{"x":89,"y":702,"width":812,"height":12}},{"id":"26b7187a-bee1-403e-ba4e-9c22400a502d","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":79,"box":{"x":89,"y":717,"width":552,"height":12}},{"id":"da6a5eb6-e920-4384-b84d-b700c1a92400","block_type":"box","text":"Each Fund reserves the right to reject or revoke a creation order transmitted to it by the Distributor or its agent provided that","page_number":79,"box":{"x":89,"y":743,"width":870,"height":12}},{"id":"828e42b8-e12b-4f44-8780-9936bdd09eea","block_type":"box","text":"a rejection or revocation of a creation order does not violate Rule 6c-11 under the Investment Company Act. For example, a","page_number":79,"box":{"x":89,"y":758,"width":860,"height":13}},{"id":"a9244ccc-07e8-4da6-bb3d-df41f2a6f8ce","block_type":"box","text":"Fund may reject or revoke a creation order transmitted to it by the Distributor or its agent if (i) the order is not in proper form;","page_number":79,"box":{"x":89,"y":773,"width":877,"height":13}},{"id":"280069ec-f1dc-4739-8c6a-38a2d431c365","block_type":"box","text":"(ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the","page_number":79,"box":{"x":89,"y":788,"width":853,"height":13}},{"id":"e45eeb85-f44f-4c88-bd4a-df4f597a383d","block_type":"box","text":"Fund; (iii) the Deposit Securities delivered do not conform to the identity and number of shares specified, as described above;","page_number":79,"box":{"x":89,"y":804,"width":876,"height":12}},{"id":"f2fd7ad2-917a-464c-b844-ac59c79281f6","block_type":"box","text":"(iv) acceptance of the Deposit Securities is not legally required or would, in the opinion of counsel, be unlawful; or (v)","page_number":79,"box":{"x":89,"y":819,"width":820,"height":12}},{"id":"de7dbb64-adec-446d-9158-64bfa159f08b","block_type":"box","text":"circumstances outside the control of the Fund, the Distributor or its agent and BFA make it impracticable to process","page_number":79,"box":{"x":89,"y":834,"width":810,"height":12}},{"id":"cb67266c-57a2-4af7-b403-f8afed1610e6","block_type":"box","text":"purchase orders. The Distributor or its agent shall notify a prospective purchaser of a Creation Unit and/or the Authorized","page_number":79,"box":{"x":89,"y":849,"width":852,"height":12}},{"id":"4519d0d7-b4fb-428f-9556-2f9607505672","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Funds, BNY Mellon, the sub-custodian and","page_number":79,"box":{"x":89,"y":864,"width":860,"height":12}},{"id":"a294a814-fc0c-4203-84d8-9c986c546716","block_type":"box","text":"65","page_number":79,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"f89abf77-966d-4207-9a4d-2acbd1f7cf37","block_type":"box","text":"the Distributor or its agent are under no duty, however, to give notification of any defects or irregularities in the delivery of","page_number":80,"box":{"x":88,"y":44,"width":854,"height":12}},{"id":"33775eff-ede0-4997-ae6d-e549e8b42ab9","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":80,"box":{"x":89,"y":59,"width":623,"height":12}},{"id":"53f82dc0-97ac-4eb7-a357-ae2f6bdf5f77","block_type":"box","text":"Issuance of a Creation Unit.","page_number":80,"box":{"x":89,"y":85,"width":197,"height":10}},{"id":"325e28a3-7414-4833-a5fe-7a3fbb0ff0af","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to a","page_number":80,"box":{"x":296,"y":85,"width":657,"height":13}},{"id":"67b64583-f5c1-4911-95d6-1f006dd7c6d8","block_type":"box","text":"Fund of the Deposit Securities and the payment of the Cash Component have been completed. When the sub-custodian has","page_number":80,"box":{"x":89,"y":101,"width":870,"height":12}},{"id":"dad63e0a-a732-4a73-9ba4-18932acb1f1c","block_type":"box","text":"confirmed to the custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered","page_number":80,"box":{"x":89,"y":116,"width":860,"height":12}},{"id":"788db0b5-57d0-4eff-a3d1-82817a672b23","block_type":"box","text":"to the account of the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such","page_number":80,"box":{"x":88,"y":131,"width":870,"height":12}},{"id":"6964b471-9549-4cd4-a6bd-734f85e074ee","block_type":"box","text":"delivery and a Fund will issue and cause the delivery of the Creation Unit.","page_number":80,"box":{"x":89,"y":146,"width":509,"height":12}},{"id":"0c90f781-051e-44ab-b4a9-b720bf70c17c","block_type":"box","text":"Creation Units are generally issued on a “T+1 basis” (i.e., one Business Day after trade date). However, each Fund reserves the","page_number":80,"box":{"x":89,"y":172,"width":876,"height":13}},{"id":"43cfa685-478e-4dd9-ae72-337dd026c251","block_type":"box","text":"right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the circumstances and","page_number":80,"box":{"x":89,"y":188,"width":821,"height":12}},{"id":"756d51c0-70b0-4268-93e1-15d8e03d399b","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":80,"box":{"x":89,"y":203,"width":857,"height":12}},{"id":"f1e27a91-a2f3-4779-accd-ad1956f9c063","block_type":"box","text":"schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and ex-dividend","page_number":80,"box":{"x":89,"y":218,"width":875,"height":12}},{"id":"0ece125f-d872-48be-89c5-cf5b004f8f9b","block_type":"box","text":"dates (i.e., the last day the holder of a security can sell the security and still receive dividends payable on the security).","page_number":80,"box":{"x":89,"y":233,"width":822,"height":12}},{"id":"f8d5e16b-94e6-4802-9504-bd2c7ef9ac39","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, each Fund will issue Creation Units","page_number":80,"box":{"x":88,"y":259,"width":873,"height":13}},{"id":"c846e477-9431-4d33-a7f8-d321083580fa","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":80,"box":{"x":88,"y":274,"width":847,"height":13}},{"id":"3f9dfa87-2e0a-4838-91a9-11c5c1f242d1","block_type":"box","text":"part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon","page_number":80,"box":{"x":89,"y":290,"width":876,"height":12}},{"id":"e181efca-ac9b-41ce-8fc0-edbdfc9e46b0","block_type":"box","text":"as possible, which undertaking shall be secured by such Authorized Participant’s delivery and maintenance of collateral as set","page_number":80,"box":{"x":89,"y":305,"width":878,"height":12}},{"id":"34fd473e-3772-4633-a70e-353e07206a03","block_type":"box","text":"forth in the handbook for Authorized Participants. The Trust may use such collateral at any time to buy Deposit Securities for","page_number":80,"box":{"x":88,"y":320,"width":874,"height":12}},{"id":"2c663dcc-a774-453e-a7c4-3fbb0e449681","block_type":"box","text":"a Fund. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the contractual","page_number":80,"box":{"x":89,"y":335,"width":827,"height":12}},{"id":"1f6611f1-18a1-4033-b275-2745db3cc099","block_type":"box","text":"settlement date. Information concerning a Fund’s current procedures for collateralization of missing Deposit Securities is","page_number":80,"box":{"x":89,"y":350,"width":845,"height":12}},{"id":"1200a79d-2670-43e8-ab10-421f9273cdb5","block_type":"box","text":"available from the Distributor or its agent. The Authorized Participant Agreement will permit a Fund to buy the missing","page_number":80,"box":{"x":89,"y":365,"width":830,"height":12}},{"id":"56fced6f-11ae-40a4-bad0-d91ef6fadb54","block_type":"box","text":"Deposit Securities at any time and will subject the Authorized Participant to liability for any shortfall between the cost to the","page_number":80,"box":{"x":89,"y":380,"width":865,"height":13}},{"id":"457156f1-2737-48aa-9f24-3b2777d18c94","block_type":"box","text":"Fund of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":80,"box":{"x":89,"y":395,"width":867,"height":13}},{"id":"ae5411ab-f210-4d64-a5f1-a507eab500e1","block_type":"box","text":"and other charges.","page_number":80,"box":{"x":89,"y":410,"width":130,"height":13}},{"id":"4adafe40-ca0b-47ba-b625-112fba9c72a0","block_type":"box","text":"In certain cases, Authorized Participants may create and redeem Creation Units on the same trade date and in these","page_number":80,"box":{"x":89,"y":437,"width":809,"height":12}},{"id":"b089a353-18b2-4b5f-ad1f-d9d752942cea","block_type":"box","text":"instances, each Fund reserves the right to settle these transactions on a net basis or require a representation from the","page_number":80,"box":{"x":89,"y":452,"width":822,"height":12}},{"id":"51807107-0dd1-4961-ba2a-d7fcead465ae","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":80,"box":{"x":88,"y":467,"width":869,"height":13}},{"id":"2cdc20b5-7b72-4518-aa69-be0def877d81","block_type":"box","text":"the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of","page_number":80,"box":{"x":88,"y":482,"width":876,"height":13}},{"id":"8721c019-24be-418b-9ac6-90c9d9622fc2","block_type":"box","text":"any securities to be delivered shall be determined by such Fund and the Fund’s determination shall be final and binding.","page_number":80,"box":{"x":89,"y":497,"width":837,"height":13}},{"id":"666b6ae4-d910-41dd-ac01-ace397cdf28b","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":80,"box":{"x":89,"y":524,"width":325,"height":10}},{"id":"ff2012e5-b33f-449f-a714-eecd26fecf40","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and other transaction costs associated with the issuance","page_number":80,"box":{"x":88,"y":550,"width":876,"height":13}},{"id":"8b1a4873-69bd-4f9f-87f3-8b39b70d6730","block_type":"box","text":"of Creation Units. Under an ETF Services Agreement, the Funds have retained BRIL, an affiliate of BFA, to perform certain ETF","page_number":80,"box":{"x":89,"y":565,"width":872,"height":13}},{"id":"4ce7da4b-d948-4c13-98e5-065176dd444e","block_type":"box","text":"Services. BRIL will receive from an Authorized Participant a standard transaction fee on each creation order, which consists of","page_number":80,"box":{"x":88,"y":581,"width":878,"height":12}},{"id":"2c9ef8b3-60c9-4fe5-8e63-496bda2f1153","block_type":"box","text":"(1) a fee for providing the ETF Services (the “ETF Servicing Fee”) and (2) transfer, processing and other transaction costs","page_number":80,"box":{"x":89,"y":596,"width":842,"height":12}},{"id":"319575df-8f76-4268-99b2-83c61f067b25","block_type":"box","text":"charged by a Fund custodian in connection with the issuance of Creation Units for such creation order (“Custody Transaction","page_number":80,"box":{"x":89,"y":611,"width":877,"height":12}},{"id":"9c1f1f10-f833-4e56-bf16-8f9a11d35b4d","block_type":"box","text":"Costs”). BRIL is entitled to retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any","page_number":80,"box":{"x":89,"y":626,"width":865,"height":12}},{"id":"db47c7ff-ec4b-4aa4-acf2-0ccf6b7056e9","block_type":"box","text":"Custody Transaction Costs to the applicable Fund custodian according to the amounts invoiced by such custodian.","page_number":80,"box":{"x":89,"y":641,"width":804,"height":12}},{"id":"729f7d9f-1c5f-4418-a33f-443e3e2b8605","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being purchased, which amount will","page_number":80,"box":{"x":88,"y":668,"width":862,"height":12}},{"id":"e865eeaa-b1b2-425c-b264-012e6dca86dc","block_type":"box","text":"vary among different Funds based on a number of factors, including the complexity of the order and the types of securities or","page_number":80,"box":{"x":88,"y":683,"width":879,"height":12}},{"id":"69c3be5f-ebb1-4900-a413-d9c125f42a37","block_type":"box","text":"instruments included in a Fund’s Creation Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":80,"box":{"x":89,"y":698,"width":834,"height":12}},{"id":"be187564-0980-4d23-882c-6178b9c34c60","block_type":"box","text":"certain instances, such as for creation transactions that consist solely of cash. The actual Custody Transaction Costs vary per","page_number":80,"box":{"x":89,"y":713,"width":874,"height":12}},{"id":"572af83c-a07b-444e-93c3-b843f9376c40","block_type":"box","text":"order based on the number of trades, underlying markets and settlement locations associated with the issuance of a Creation","page_number":80,"box":{"x":89,"y":728,"width":877,"height":12}},{"id":"8da29d28-59d2-4a46-bad5-e3575c01d4d4","block_type":"box","text":"Unit. The following table sets forth, for each Fund, either the actual creation transaction fee that was charged on November","page_number":80,"box":{"x":89,"y":743,"width":863,"height":12}},{"id":"9b9eebd9-0630-4569-be6f-a3b37b6f504f","block_type":"box","text":"10, 2025 or an estimate of the creation transaction fee that would have been charged if the Fund had issued a Creation Unit","page_number":80,"box":{"x":90,"y":758,"width":863,"height":13}},{"id":"de73f995-2d09-4673-9adf-53cfcc1b7550","block_type":"box","text":"on that date. The actual fee that was or would have been charged to an Authorized Participant in connection with a creation","page_number":80,"box":{"x":89,"y":773,"width":868,"height":13}},{"id":"de296ced-e4cd-4bc7-b110-e36fee69bd31","block_type":"box","text":"order will vary over time depending on the factors discussed above, and may be higher than the fee set forth below.","page_number":80,"box":{"x":89,"y":788,"width":807,"height":13}},{"id":"3e756853-8622-4e8f-bcde-453bbf9cdb0d","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a creation transaction","page_number":80,"box":{"x":89,"y":815,"width":869,"height":12}},{"id":"99ad8f96-a878-4320-80db-4ff4406d8c08","block_type":"box","text":"consists solely or partially of cash, the Authorized Participant may also be required to cover (up to the maximum amount","page_number":80,"box":{"x":89,"y":830,"width":845,"height":12}},{"id":"c5528b35-250e-4048-92e0-7c045dacbfbe","block_type":"box","text":"shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the execution of","page_number":80,"box":{"x":89,"y":845,"width":864,"height":12}},{"id":"9b15951e-99f3-40c3-a045-89321d7a2cb9","block_type":"box","text":"trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of transaction","page_number":80,"box":{"x":88,"y":860,"width":845,"height":13}},{"id":"59bd6915-ba92-4ae4-b450-51aabf3bbb63","block_type":"box","text":"66","page_number":80,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"ceaeef9c-1689-4ef7-b023-55f703e776e7","block_type":"box","text":"costs based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread between","page_number":81,"box":{"x":89,"y":44,"width":853,"height":12}},{"id":"3b0d5ec6-7d5c-4add-bff1-ff47c7e135af","block_type":"box","text":"the expected bid and offer side of the market and anticipated market impact). However, a Fund is not obligated to trade","page_number":81,"box":{"x":88,"y":59,"width":836,"height":12}},{"id":"ba76138e-43d7-454f-b72d-c8a5983a7595","block_type":"box","text":"identical securities to the securities identified by BlackRock in estimating these transaction and other costs and expenses. In","page_number":81,"box":{"x":89,"y":74,"width":866,"height":12}},{"id":"d4c447cd-7f01-40af-be1d-10090469f0cf","block_type":"box","text":"certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge, subject to the","page_number":81,"box":{"x":89,"y":89,"width":834,"height":13}},{"id":"0181da59-5163-457f-8954-421268fe335e","block_type":"box","text":"maximum amounts shown below.","page_number":81,"box":{"x":89,"y":104,"width":237,"height":10}},{"id":"1cf523a7-2e91-4a37-a9b5-6d165a1acbb0","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Funds. Certain fees/costs","page_number":81,"box":{"x":88,"y":131,"width":817,"height":12}},{"id":"efe00dab-50d8-4455-85a5-b5324cddb0bf","block_type":"box","text":"associated with creation transactions may be waived in certain circumstances. Investors who use the services of a broker or","page_number":81,"box":{"x":89,"y":146,"width":866,"height":12}},{"id":"4434fc8d-b625-42cf-ae6d-65d99b379609","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":81,"box":{"x":89,"y":161,"width":636,"height":12}},{"id":"90453098-9c0c-4084-88c0-7cc78af0c989","block_type":"box","text":"The following table sets forth each Fund’s actual or estimated creation transaction fee, as applicable, as of November 10,","page_number":81,"box":{"x":88,"y":188,"width":845,"height":12}},{"id":"3ded8f53-f7c6-4169-ab09-013b70c307bc","block_type":"box","text":"2025 and maximum additional charge (as described above):","page_number":81,"box":{"x":89,"y":203,"width":420,"height":12}},{"id":"435ef1f2-282f-43fa-af54-b3b2d68db6bc","block_type":"box","text":"Fund","page_number":81,"box":{"x":89,"y":242,"width":27,"height":8}},{"id":"6225be02-666e-49bd-bee1-69034a540df7","block_type":"box","text":"Standard Creation","page_number":81,"box":{"x":660,"y":232,"width":104,"height":8}},{"id":"348cfb9b-dff4-4a79-bc14-7c2babd23022","block_type":"box","text":"Transaction Fee","page_number":81,"box":{"x":666,"y":243,"width":91,"height":7}},{"id":"9f188f11-abd9-49f4-ad84-21dbd68182b0","block_type":"box","text":"Maximum Additional","page_number":81,"box":{"x":844,"y":232,"width":121,"height":8}},{"id":"6c1a1b9e-64ae-40e3-9849-55cad416ef98","block_type":"box","text":"Charge for Creations*","page_number":81,"box":{"x":842,"y":242,"width":126,"height":10}},{"id":"5a14e1fa-11a9-4e44-81cb-07c48229e07c","block_type":"box","text":"iShares Large Cap Accelerated Outcome ETF $311.25** 3.0%","page_number":81,"box":{"x":89,"y":264,"width":841,"height":13}},{"id":"ef8d6f71-70df-4061-bbf8-25364178739c","block_type":"box","text":"iShares Large Cap Max Buffer Mar ETF 311.25** 3.0%","page_number":81,"box":{"x":89,"y":279,"width":841,"height":13}},{"id":"45974a0a-cd5f-41c1-8413-e75bd677b3cc","block_type":"box","text":"iShares Large Cap Max Buffer Jun ETF 311.25** 3.0%","page_number":81,"box":{"x":89,"y":295,"width":841,"height":12}},{"id":"5aa95cbb-486c-48f6-98b8-93896f631972","block_type":"box","text":"iShares Large Cap Max Buffer Sep ETF 311.25** 3.0%","page_number":81,"box":{"x":89,"y":310,"width":841,"height":12}},{"id":"0a1b3543-eee8-4f44-b662-6b6d4d9b94cc","block_type":"box","text":"iShares Large Cap Max Buffer Dec ETF 311.25** 3.0%","page_number":81,"box":{"x":89,"y":325,"width":841,"height":12}},{"id":"665bfc03-c457-493e-b8f0-0e686e6d7865","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":81,"box":{"x":118,"y":365,"width":329,"height":9}},{"id":"b8376647-c67d-4963-80a7-5e41ac6b916f","block_type":"box","text":"** Estimated fee.","page_number":81,"box":{"x":118,"y":380,"width":92,"height":7}},{"id":"3d1384eb-2ee0-4d36-a593-c0c2fd6e3b78","block_type":"box","text":"Redemption of Creation Units.","page_number":81,"box":{"x":89,"y":403,"width":216,"height":12}},{"id":"c1fba039-91c4-450a-a61a-f15012a1c4f3","block_type":"box","text":"Shares of a Fund may be redeemed by Authorized Participants only in Creation Units at their","page_number":81,"box":{"x":315,"y":403,"width":644,"height":12}},{"id":"7a4aad66-ac35-4d47-95ca-895246f2e8e7","block_type":"box","text":"NAV next determined after receipt of a redemption request in proper form by the Distributor or its agent and only on a","page_number":81,"box":{"x":89,"y":418,"width":827,"height":12}},{"id":"fbc6c3dc-18d2-4aea-9955-2a417f5c2f9b","block_type":"box","text":"Business Day. The Funds will not redeem shares in amounts less than Creation Units. There can be no assurance, however,","page_number":81,"box":{"x":89,"y":433,"width":855,"height":13}},{"id":"6d797c1b-ccb4-4840-9a77-a6eca74c502b","block_type":"box","text":"that there will be sufficient liquidity in the secondary market at any time to permit assembly of a Creation Unit. Investors","page_number":81,"box":{"x":88,"y":448,"width":840,"height":13}},{"id":"384e4a00-dfc2-4733-a965-5d23e5c0a9fb","block_type":"box","text":"should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a","page_number":81,"box":{"x":89,"y":463,"width":877,"height":13}},{"id":"0766048d-b073-4e88-bee8-2f08d04c1f5b","block_type":"box","text":"Creation Unit that could be redeemed by an Authorized Participant. Beneficial owners also may sell shares in the secondary","page_number":81,"box":{"x":89,"y":479,"width":860,"height":12}},{"id":"6ead5838-49fd-465a-86f2-a7e79fce68be","block_type":"box","text":"market.","page_number":81,"box":{"x":89,"y":494,"width":52,"height":9}},{"id":"54a911d8-7d4f-4cae-b3a4-bde26789045b","block_type":"box","text":"Each Fund generally redeems Creation Units for Fund Securities (as defined below). Please see the following discussion","page_number":81,"box":{"x":89,"y":520,"width":832,"height":12}},{"id":"8f049396-75fe-41f4-aaf6-9adc7a76d150","block_type":"box","text":"summarizing the in-kind method for further information on redeeming Creation Units of the Funds.","page_number":81,"box":{"x":89,"y":535,"width":694,"height":13}},{"id":"9981aca3-9160-48bd-9e4f-535f0ab4ba27","block_type":"box","text":"Each Fund publishes the designated portfolio of securities (including any portion of such securities for which cash may be","page_number":81,"box":{"x":89,"y":562,"width":853,"height":12}},{"id":"e4ce59c6-9cf0-4bc4-bdb3-4d3a2453c9b2","block_type":"box","text":"substituted) that will be applicable to redemption requests received in proper form (as defined below) on that day (“Fund","page_number":81,"box":{"x":89,"y":577,"width":849,"height":12}},{"id":"3e4442b8-2561-4a5e-b058-f5d9e8305aea","block_type":"box","text":"Securities” or “Redemption Basket”), and an amount of cash (the “Cash Amount,” as described below) are applicable, in","page_number":81,"box":{"x":88,"y":592,"width":841,"height":12}},{"id":"794a67fd-5d27-4d94-843a-af44689d0d18","block_type":"box","text":"order to effect redemptions of Creation Units of the Fund. Such Fund Securities and Cash Amount will remain in effect until","page_number":81,"box":{"x":89,"y":607,"width":861,"height":12}},{"id":"5cb1774f-e9e3-49c3-bf65-bc0e7ac828ab","block_type":"box","text":"such time as the next announced composition of the Fund Securities and Cash Amount is made available. The Fund","page_number":81,"box":{"x":89,"y":622,"width":811,"height":12}},{"id":"8a4d0ee5-19ce-4e70-9b6f-72794f2e0bec","block_type":"box","text":"Securities and Cash Amount are subject to possible amendment or correction. Procedures and requirements governing","page_number":81,"box":{"x":88,"y":637,"width":834,"height":13}},{"id":"a1823eaa-b4f0-4966-9392-03f1cc64429b","block_type":"box","text":"redemption transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":81,"box":{"x":89,"y":652,"width":823,"height":13}},{"id":"d8fd8052-22cf-41aa-a737-88e50b2bf0c0","block_type":"box","text":"Unless cash redemptions are available or specified for a Fund, the redemption proceeds for a Creation Unit generally consist","page_number":81,"box":{"x":89,"y":679,"width":866,"height":12}},{"id":"702ab83e-080d-486a-a924-7397c3e14ff8","block_type":"box","text":"of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the net asset value of the","page_number":81,"box":{"x":89,"y":694,"width":842,"height":12}},{"id":"0d20ae86-46e7-49d5-b5c1-b91e49350eaf","block_type":"box","text":"shares being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund","page_number":81,"box":{"x":89,"y":709,"width":860,"height":12}},{"id":"8b21ba80-114f-4877-bacb-4748780e695a","block_type":"box","text":"Securities, less a redemption transaction fee (as described below).","page_number":81,"box":{"x":88,"y":724,"width":462,"height":13}},{"id":"ec1e88b6-7189-44f7-9ac3-32709b89062c","block_type":"box","text":"The Trust may, in its sole discretion, substitute a “cash in lieu” amount to replace any Fund Security in certain circumstances,","page_number":81,"box":{"x":88,"y":751,"width":874,"height":12}},{"id":"24b11e8c-2ea6-4418-aa7a-083190b3480e","block_type":"box","text":"including: (i) when the delivery of a Fund Security to the Authorized Participant (or to an investor on whose behalf the","page_number":81,"box":{"x":89,"y":766,"width":825,"height":12}},{"id":"43e59c72-678a-43ac-a234-54b05d77b251","block_type":"box","text":"Authorized Participant is acting) would be restricted under applicable securities or other local laws or due to a trading","page_number":81,"box":{"x":88,"y":781,"width":823,"height":12}},{"id":"045262d9-1594-4770-987d-b15c2bf7a630","block_type":"box","text":"restriction; (ii) when the delivery of a Fund Security to the Authorized Participant would result in the disposition of the Fund","page_number":81,"box":{"x":89,"y":796,"width":863,"height":12}},{"id":"2d227c08-c159-423b-9e1b-e19d43a11194","block_type":"box","text":"Security by the Authorized Participant due to restrictions under applicable securities or other local laws; (iii) when the delivery","page_number":81,"box":{"x":88,"y":811,"width":880,"height":12}},{"id":"d604cae2-b578-417c-9895-d34a9501a742","block_type":"box","text":"of a Fund Security to the Authorized Participant would result in unfavorable tax treatment; (iv) when a Fund Security cannot","page_number":81,"box":{"x":89,"y":826,"width":868,"height":13}},{"id":"5369061f-dd14-41af-9e9f-053752cff7fc","block_type":"box","text":"be settled or otherwise delivered in time to facilitate an in-kind redemption; or (v) in certain other situations. The amount of","page_number":81,"box":{"x":89,"y":841,"width":867,"height":13}},{"id":"4698ce22-600c-4627-a879-c26c41e7d745","block_type":"box","text":"cash paid out in such cases will be equivalent to the value of the substituted security listed as a Fund Security. In the event","page_number":81,"box":{"x":89,"y":856,"width":855,"height":13}},{"id":"957d9b8d-b9ca-4183-a133-838d63c64bcf","block_type":"box","text":"67","page_number":81,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"3bf3df96-7314-43a5-80ff-8c0479bdb2a1","block_type":"box","text":"that the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the","page_number":82,"box":{"x":88,"y":44,"width":815,"height":12}},{"id":"26017c43-93af-4266-8faf-98ac4a68779b","block_type":"box","text":"difference is required to be made by or through an Authorized Participant by the redeeming shareholder. The Funds generally","page_number":82,"box":{"x":89,"y":59,"width":874,"height":12}},{"id":"d195334b-26aa-4c6b-89e0-d64b426f1e39","block_type":"box","text":"redeem Creation Units for Fund Securities, but the Funds reserve the right to utilize a cash option for redemption of Creation","page_number":82,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"0fa8434d-4f79-4c62-9379-436ead394f12","block_type":"box","text":"Units. A Fund may, in its sole discretion, provide such redeeming Authorized Participant a portfolio of securities that differs","page_number":82,"box":{"x":89,"y":89,"width":856,"height":13}},{"id":"66e34d08-2ab3-4e54-b72f-f6647e7e9251","block_type":"box","text":"from the exact composition of the Fund Securities, but does not differ in NAV. The Redemption Basket may also be modified","page_number":82,"box":{"x":88,"y":104,"width":868,"height":13}},{"id":"815e633a-db14-47db-bf7a-be4549bc659d","block_type":"box","text":"to minimize the Cash Component by redistributing the cash to the Fund Securities portion of the Redemption Basket through","page_number":82,"box":{"x":88,"y":119,"width":876,"height":13}},{"id":"88081444-f647-4b2b-b0e1-289fb5b6675a","block_type":"box","text":"systematically rounding. The rounding methodology allows position sizes of securities in the Fund Securities to be “rounded","page_number":82,"box":{"x":89,"y":135,"width":868,"height":12}},{"id":"41d330ba-c88c-43b0-8cb2-d274ae8b68aa","block_type":"box","text":"up,” while limiting the maximum allowed percentage change in weight and share quantity of any given security in the","page_number":82,"box":{"x":89,"y":150,"width":823,"height":12}},{"id":"fb637991-9b66-4c0e-a468-903bbb926a9c","block_type":"box","text":"Redemption Basket.","page_number":82,"box":{"x":89,"y":165,"width":138,"height":12}},{"id":"58f0edf9-55be-4fb0-b070-62de62032e1b","block_type":"box","text":"Cash Redemption Method.","page_number":82,"box":{"x":89,"y":191,"width":191,"height":13}},{"id":"b1d99f9e-518a-4438-95d7-0a49993840bd","block_type":"box","text":"Although the Trust does not generally permit partial or full cash redemptions of Creation Units","page_number":82,"box":{"x":289,"y":191,"width":661,"height":13}},{"id":"765814b6-6ef4-4872-91f3-43436e8e1d90","block_type":"box","text":"of its funds, when partial or full cash redemptions of Creation Units are available or specified for a Fund, they will be effected","page_number":82,"box":{"x":89,"y":206,"width":869,"height":13}},{"id":"a97be773-4c81-4e4e-a662-e17077b1970d","block_type":"box","text":"in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the Authorized","page_number":82,"box":{"x":89,"y":222,"width":865,"height":12}},{"id":"6b409c6d-fed7-449d-b93e-f17943cdd4dd","block_type":"box","text":"Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind redemption, plus","page_number":82,"box":{"x":89,"y":237,"width":878,"height":12}},{"id":"6a41d349-bce3-4b93-ad99-838aae1a57e4","block_type":"box","text":"the same Cash Amount to be paid to an in-kind redeemer.","page_number":82,"box":{"x":88,"y":252,"width":406,"height":12}},{"id":"f147af7a-86a2-4145-b9f2-b7e0f1d287e4","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":82,"box":{"x":89,"y":278,"width":351,"height":13}},{"id":"6ccfd4d6-ab22-4339-a24b-9f0d40647933","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the","page_number":82,"box":{"x":88,"y":305,"width":866,"height":12}},{"id":"e7fe53a9-6fcf-4ee0-ad4c-a696a703bad4","block_type":"box","text":"relevant Fund. As described above, under an ETF Services Agreement, the Funds have retained BRIL, an affiliate of BFA, to","page_number":82,"box":{"x":89,"y":320,"width":848,"height":12}},{"id":"205d9ac7-f45a-4e50-9fb8-59c82b910eab","block_type":"box","text":"perform certain ETF Services. BRIL will receive from an Authorized Participant a standard transaction fee on each redemption","page_number":82,"box":{"x":89,"y":335,"width":873,"height":12}},{"id":"44c4405a-1ba1-4a9e-af75-846cc77092bf","block_type":"box","text":"order, which consists of (1) the ETF Servicing Fee and (2) Custody Transaction Costs. BRIL is entitled to retain the ETF","page_number":82,"box":{"x":89,"y":350,"width":822,"height":12}},{"id":"6a29b306-76b0-4241-b20d-1da54395ca85","block_type":"box","text":"Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs to the","page_number":82,"box":{"x":88,"y":365,"width":815,"height":12}},{"id":"47118008-4fa6-43e2-a597-b8d0ddd50ed6","block_type":"box","text":"applicable Fund custodian according to the amounts invoiced by such custodian.","page_number":82,"box":{"x":89,"y":380,"width":567,"height":13}},{"id":"5b358b35-1ea6-4292-bbdc-5835aed72f81","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being redeemed, which amount will","page_number":82,"box":{"x":88,"y":407,"width":859,"height":12}},{"id":"2f8f759a-0ca5-4b3a-9c31-af36d71921c8","block_type":"box","text":"vary among different Funds based on a number of factors, including the complexity of the order and the types of securities or","page_number":82,"box":{"x":88,"y":422,"width":879,"height":12}},{"id":"59df3c5b-5a05-44d3-a2b6-0f589383176c","block_type":"box","text":"instruments included in a Fund’s Redemption Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":82,"box":{"x":89,"y":437,"width":860,"height":12}},{"id":"82bec7ed-74fd-40ee-81c2-87fae7d96332","block_type":"box","text":"certain instances, such as for redemption transactions that consist solely of cash. The actual Custody Transaction Costs vary","page_number":82,"box":{"x":89,"y":452,"width":872,"height":12}},{"id":"6dc085ca-1bb2-4464-8b8e-bf8d9923a26d","block_type":"box","text":"per order based on the number of trades, underlying markets, and settlement locations associated with the redemption of a","page_number":82,"box":{"x":89,"y":467,"width":866,"height":13}},{"id":"a8eea61d-da2d-4cc4-8dbd-4e692757b6a9","block_type":"box","text":"Creation Unit. The following table sets forth, for each Fund, either the actual standard redemption transaction fee that was","page_number":82,"box":{"x":89,"y":482,"width":856,"height":13}},{"id":"815b27b6-a48a-4b7c-adee-8315026ffdf8","block_type":"box","text":"charged on November 10, 2025 or an estimate of the standard redemption transaction fee that would have been charged if","page_number":82,"box":{"x":89,"y":497,"width":862,"height":13}},{"id":"c873966b-7eb2-4b0f-976a-d44641550418","block_type":"box","text":"the Fund had redeemed a Creation Unit on that date. The actual fee that was or would have been charged to an Authorized","page_number":82,"box":{"x":88,"y":513,"width":862,"height":12}},{"id":"d169ecf3-ef04-4483-aed6-960f9d2c5b95","block_type":"box","text":"Participant in connection with a redemption order will vary over time depending on the factors discussed above, and may be","page_number":82,"box":{"x":89,"y":528,"width":870,"height":12}},{"id":"261164bd-69ed-4208-a33a-babd50b8900a","block_type":"box","text":"higher than the fee set forth below.","page_number":82,"box":{"x":89,"y":543,"width":244,"height":12}},{"id":"a31db24c-83ab-40b3-9eda-e04107bbc598","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a redemption","page_number":82,"box":{"x":89,"y":569,"width":810,"height":13}},{"id":"a352f6d7-7bb1-4eb8-87b4-45eba4cc8f75","block_type":"box","text":"transaction consists solely or partially of cash, the Authorized Participant may also be required to cover (up to the maximum","page_number":82,"box":{"x":88,"y":584,"width":869,"height":13}},{"id":"56ce98a9-3945-423a-af21-c188ccb6a3c7","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":82,"box":{"x":89,"y":599,"width":831,"height":13}},{"id":"e9260ef6-c881-4931-8e03-a7ebaddddeae","block_type":"box","text":"execution of trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of","page_number":82,"box":{"x":89,"y":615,"width":853,"height":12}},{"id":"86c1f7b5-313a-477c-9852-d612d304eb14","block_type":"box","text":"transaction costs based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread","page_number":82,"box":{"x":88,"y":630,"width":873,"height":12}},{"id":"94644293-56ef-4b4a-aff4-669b0c0774e1","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, a Fund is not obligated to","page_number":82,"box":{"x":89,"y":645,"width":859,"height":12}},{"id":"643f6d13-c66e-45f0-86ba-70ce1bd00b13","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":82,"box":{"x":88,"y":660,"width":817,"height":12}},{"id":"928c85a8-ba90-480d-80bc-6fc4e0138b74","block_type":"box","text":"expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge,","page_number":82,"box":{"x":89,"y":675,"width":824,"height":12}},{"id":"ebda7e1e-1df8-4183-86c4-75d865aae92d","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":82,"box":{"x":89,"y":690,"width":338,"height":13}},{"id":"e252eb3a-1e43-46e8-9041-8df36e2ce36f","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from a Fund to their account on their order.","page_number":82,"box":{"x":88,"y":717,"width":879,"height":12}},{"id":"eade942d-4337-41e5-af9e-55acce22576f","block_type":"box","text":"Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who use the","page_number":82,"box":{"x":89,"y":732,"width":863,"height":12}},{"id":"d096b847-f851-49a9-ae99-33146a2e78aa","block_type":"box","text":"services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":82,"box":{"x":89,"y":747,"width":815,"height":12}},{"id":"f12486cd-d04d-43e3-89d7-a0d9796a3802","block_type":"box","text":"The following table sets forth each Fund’s actual or estimated redemption transaction fee, as applicable, as November 10,","page_number":82,"box":{"x":88,"y":773,"width":851,"height":13}},{"id":"241ebd58-9531-4051-8cce-35ad700b7cb9","block_type":"box","text":"2025 and maximum additional charge (as described above):","page_number":82,"box":{"x":89,"y":788,"width":420,"height":13}},{"id":"c5811825-47f6-4fff-81cd-e0f26a046bf8","block_type":"box","text":"Fund","page_number":82,"box":{"x":89,"y":828,"width":27,"height":8}},{"id":"1f8066fc-333b-4f01-ad76-fa347c861171","block_type":"box","text":"Standard Redemption","page_number":82,"box":{"x":617,"y":818,"width":125,"height":10}},{"id":"c8b695eb-ce65-427e-b014-83538349bfbd","block_type":"box","text":"Transaction Fee","page_number":82,"box":{"x":634,"y":829,"width":91,"height":7}},{"id":"8d306023-f3df-44ee-9653-402708f69e4c","block_type":"box","text":"Maximum Additional","page_number":82,"box":{"x":834,"y":818,"width":120,"height":8}},{"id":"b8fac5d5-b99d-4dbc-9249-a07c7b9493ab","block_type":"box","text":"Charge for Redemptions*","page_number":82,"box":{"x":820,"y":828,"width":148,"height":10}},{"id":"2852b1aa-d84d-4e95-af38-a0f717a560db","block_type":"box","text":"iShares Large Cap Accelerated Outcome ETF $311.25** 2.0%","page_number":82,"box":{"x":89,"y":850,"width":830,"height":13}},{"id":"e088aeb5-cc7b-4d1b-ae73-ec364055d612","block_type":"box","text":"68","page_number":82,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"154d7596-7ff6-4183-a7dd-f6fe376ccf7d","block_type":"box","text":"Fund","page_number":83,"box":{"x":89,"y":55,"width":27,"height":7}},{"id":"2b48b140-140a-4163-a9ff-b954d63b0a8e","block_type":"box","text":"Standard Redemption","page_number":83,"box":{"x":617,"y":45,"width":125,"height":9}},{"id":"913c2c53-c935-4d1e-b4e5-7f1e70b7b3b5","block_type":"box","text":"Transaction Fee","page_number":83,"box":{"x":634,"y":55,"width":91,"height":7}},{"id":"0d60b148-8798-46e9-a4c1-7ed8721091e8","block_type":"box","text":"Maximum Additional","page_number":83,"box":{"x":834,"y":45,"width":120,"height":7}},{"id":"8a90558c-bd76-4472-b1cf-664081a47a38","block_type":"box","text":"Charge for Redemptions*","page_number":83,"box":{"x":820,"y":55,"width":148,"height":9}},{"id":"ecb1cf5e-e0e2-4855-8d21-18fa2a6f356a","block_type":"box","text":"iShares Large Cap Max Buffer Mar ETF 311.25** 2.0%","page_number":83,"box":{"x":89,"y":77,"width":830,"height":12}},{"id":"99602226-34ff-4170-a7b8-61a05748bb2b","block_type":"box","text":"iShares Large Cap Max Buffer Jun ETF 311.25** 2.0%","page_number":83,"box":{"x":89,"y":92,"width":830,"height":12}},{"id":"1e713d1c-7d5b-4f21-b98e-92eafa96b5b4","block_type":"box","text":"iShares Large Cap Max Buffer Sep ETF 311.25** 2.0%","page_number":83,"box":{"x":89,"y":107,"width":830,"height":12}},{"id":"ad14ccf6-e9f0-46cb-9c30-21ec92df4f87","block_type":"box","text":"iShares Large Cap Max Buffer Dec ETF 311.25** 2.0%","page_number":83,"box":{"x":89,"y":122,"width":830,"height":12}},{"id":"ee95e302-2320-48c8-bd09-9aa44a1a83a7","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee.","page_number":83,"box":{"x":118,"y":162,"width":628,"height":10}},{"id":"df8f0cc6-f5cb-4c2a-8324-67368359b66b","block_type":"box","text":"** Estimated fee.","page_number":83,"box":{"x":118,"y":177,"width":92,"height":8}},{"id":"ffbd7e5e-7032-4cf0-be0d-092fe38c1184","block_type":"box","text":"Placement of Redemption Orders.","page_number":83,"box":{"x":89,"y":200,"width":243,"height":12}},{"id":"258e621d-2820-44f5-b58d-b920020182b6","block_type":"box","text":"Redemption requests for Creation Units of a Fund must be submitted to the Distributor","page_number":83,"box":{"x":342,"y":200,"width":609,"height":12}},{"id":"842e9689-3f86-44a2-9e56-9dffed0ee6a0","block_type":"box","text":"or its agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem","page_number":83,"box":{"x":89,"y":215,"width":877,"height":13}},{"id":"514e4392-cbd7-47f8-92c9-f24242c2ad98","block_type":"box","text":"shares of a Fund generally before 4:00 p.m., Eastern time on any Business Day, in order to receive that day’s NAV. On days","page_number":83,"box":{"x":89,"y":230,"width":848,"height":13}},{"id":"5d81642e-a1ad-495e-9054-97ae68485d19","block_type":"box","text":"when the Listing Exchange closes earlier than normal, a Fund may require orders to redeem Creation Units to be placed","page_number":83,"box":{"x":88,"y":245,"width":836,"height":13}},{"id":"8ebe242d-f465-40b2-8b3c-fa08383a9d50","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":83,"box":{"x":89,"y":261,"width":842,"height":12}},{"id":"a1c58dbd-b03b-4664-a3f4-d0ccfad52afb","block_type":"box","text":"request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized","page_number":83,"box":{"x":89,"y":276,"width":851,"height":12}},{"id":"a0b693c4-fdbf-41c2-a478-02a8d1ba3143","block_type":"box","text":"Participants upon request.","page_number":83,"box":{"x":89,"y":291,"width":182,"height":12}},{"id":"8e9e9883-d355-410f-a40a-ac0d021ccbb6","block_type":"box","text":"The Authorized Participant must transmit the request for redemption in the form required by a Fund to the Distributor or its","page_number":83,"box":{"x":88,"y":317,"width":865,"height":13}},{"id":"1bbddd20-0d89-4a6a-a763-da8eb715c094","block_type":"box","text":"agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their","page_number":83,"box":{"x":89,"y":332,"width":869,"height":13}},{"id":"4f7907f0-ed78-477e-ac20-dc19843a4407","block_type":"box","text":"particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":83,"box":{"x":89,"y":348,"width":825,"height":12}},{"id":"a04bcdfd-95aa-4505-af79-939d9cc5b4b2","block_type":"box","text":"Creation Units may have to be placed by the investor’s broker through an Authorized Participant who has executed an","page_number":83,"box":{"x":89,"y":363,"width":823,"height":12}},{"id":"571d275b-9159-4143-8b59-9fc79fe3d306","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":83,"box":{"x":88,"y":378,"width":861,"height":12}},{"id":"b1193c5f-176c-46a7-9254-ed9c2307d534","block_type":"box","text":"Agreement in effect. Investors making a redemption request should be aware that such request must be in the form specified","page_number":83,"box":{"x":88,"y":393,"width":877,"height":12}},{"id":"0731219e-81b6-4484-bd4e-593168f34ee8","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":83,"box":{"x":89,"y":408,"width":857,"height":12}},{"id":"ff24a16d-9d6e-4177-91ec-9cb66801e125","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to a Fund’s transfer agent; such","page_number":83,"box":{"x":89,"y":423,"width":843,"height":12}},{"id":"f468847a-3df6-4556-88fe-a7e81ad07abc","block_type":"box","text":"investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or","page_number":83,"box":{"x":89,"y":438,"width":842,"height":13}},{"id":"749dd68b-e280-4d30-9c2a-5f05b0f8e327","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":83,"box":{"x":89,"y":453,"width":585,"height":13}},{"id":"94da2b9d-112a-4ec9-acb0-3d79e04a826f","block_type":"box","text":"A redemption request is considered to be in “proper form” if: (i) an Authorized Participant has transferred or caused to be","page_number":83,"box":{"x":88,"y":480,"width":850,"height":12}},{"id":"707d2730-1b08-4f8a-918d-b786b00ffd70","block_type":"box","text":"transferred to a Fund’s transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to be effective","page_number":83,"box":{"x":88,"y":495,"width":877,"height":12}},{"id":"917fc733-da2f-4b2f-8f34-0280dbbb7708","block_type":"box","text":"by the Listing Exchange closing time on any Business Day on which the redemption request is submitted; (ii) a request in","page_number":83,"box":{"x":89,"y":510,"width":844,"height":12}},{"id":"5829cf7f-7814-4d71-b53a-4abadcd81fa8","block_type":"box","text":"form satisfactory to a Fund is received by the Distributor or its agent from the Authorized Participant on behalf of itself or","page_number":83,"box":{"x":88,"y":525,"width":848,"height":12}},{"id":"8598f16e-4d0a-4d96-8cdf-844c6d632ee4","block_type":"box","text":"another redeeming investor within the time periods specified above; and (iii) all other procedures set forth in the Authorized","page_number":83,"box":{"x":89,"y":540,"width":866,"height":13}},{"id":"675607e3-5453-431e-b952-7aa6b7c97140","block_type":"box","text":"Participant Agreement are properly followed. Upon receiving a redemption request, the Distributor or its agent shall notify a","page_number":83,"box":{"x":89,"y":555,"width":864,"height":13}},{"id":"5fab5aa1-5be0-4807-ac35-cda8931fb470","block_type":"box","text":"Fund and the Fund’s transfer agent of such redemption request. The tender of an investor’s shares for redemption and the","page_number":83,"box":{"x":89,"y":570,"width":856,"height":13}},{"id":"21778ece-0e2f-4c11-bc7d-2e89a681678a","block_type":"box","text":"distribution of the securities and/or cash included in the redemption payment made in respect of Creation Units redeemed","page_number":83,"box":{"x":89,"y":586,"width":858,"height":12}},{"id":"4b0a90af-2942-434e-8c18-ac350f158487","block_type":"box","text":"will be made through DTC and the relevant Authorized Participant to the Beneficial Owner thereof as recorded on the book","page_number":83,"box":{"x":88,"y":601,"width":865,"height":12}},{"id":"d40ff4b7-17f8-4481-a98b-f9626fb21d8a","block_type":"box","text":"entry system of DTC or the DTC Participant through which such investor holds, as the case may be, or by such other means","page_number":83,"box":{"x":89,"y":616,"width":862,"height":12}},{"id":"793329c8-294f-4bae-91db-9bfebb47c43e","block_type":"box","text":"specified by the Authorized Participant submitting the redemption request.","page_number":83,"box":{"x":89,"y":631,"width":522,"height":12}},{"id":"d19014d5-33a2-4e19-a63a-f604a56bb39e","block_type":"box","text":"A redeeming Authorized Participant, whether on its own account or acting on behalf of a Beneficial Owner, must maintain","page_number":83,"box":{"x":88,"y":657,"width":854,"height":13}},{"id":"ab190861-36f1-4198-ad20-58ab5a0da745","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":83,"box":{"x":89,"y":673,"width":837,"height":12}},{"id":"d3e658d3-9654-4a57-acd5-fef18755acb0","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":83,"box":{"x":88,"y":688,"width":836,"height":12}},{"id":"006e84fa-8970-46cf-a2ea-7701cf03faab","block_type":"box","text":"Deliveries of redemption proceeds are generally made within one Business Day (i.e., “T+1”). However, each Fund reserves the","page_number":83,"box":{"x":89,"y":714,"width":873,"height":12}},{"id":"20aedb49-aae0-48f2-b3fd-b94af25a007c","block_type":"box","text":"right to settle deliveries of redemption proceeds on a different basis, if necessary or appropriate under the circumstances and","page_number":83,"box":{"x":89,"y":729,"width":875,"height":13}},{"id":"1ecee242-cc48-4259-ab57-466580131f94","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":83,"box":{"x":89,"y":744,"width":857,"height":13}},{"id":"8ab8ddca-8722-4b6c-a6bb-5a3e29e3da1e","block_type":"box","text":"schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and dividend","page_number":83,"box":{"x":89,"y":759,"width":853,"height":13}},{"id":"8faeb17f-bb99-4e8f-93ba-d7c7bb3052ae","block_type":"box","text":"ex-dates (i.e., the last date the holder of a security can sell the security and still receive dividends payable on the security).","page_number":83,"box":{"x":89,"y":775,"width":851,"height":12}},{"id":"8068755c-09a5-46e9-ba3d-36de66f8d731","block_type":"box","text":"If a Fund includes a foreign investment in its basket, and if a local market holiday, or series of consecutive holidays, or the","page_number":83,"box":{"x":89,"y":801,"width":846,"height":12}},{"id":"202ebd73-bdce-4ea9-8e64-5dd7819ca194","block_type":"box","text":"extended delivery cycles for transferring foreign investments to redeeming Authorized Participants prevents timely delivery of","page_number":83,"box":{"x":89,"y":816,"width":877,"height":13}},{"id":"0fedc9ef-b984-4404-8eb2-33f7c2ee02b8","block_type":"box","text":"the foreign investment in response to a redemption request, the Fund may delay delivery of the foreign investment more than","page_number":83,"box":{"x":88,"y":831,"width":877,"height":13}},{"id":"fbb430db-45a7-4634-8647-bad81ae74fc8","block_type":"box","text":"seven days if the Fund delivers the foreign investment as soon as practicable, but in no event later than 15 days. If neither the","page_number":83,"box":{"x":89,"y":846,"width":874,"height":13}},{"id":"f6360963-daf2-43d8-b8ed-16e13d15092b","block_type":"box","text":"Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has appropriate","page_number":83,"box":{"x":88,"y":862,"width":819,"height":12}},{"id":"6540a3a9-6292-42b2-a9b3-f5095b5a992e","block_type":"box","text":"69","page_number":83,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a6d0e3ea-5f15-4de9-bfcc-605b6330baca","block_type":"box","text":"arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not possible to make other","page_number":84,"box":{"x":89,"y":44,"width":855,"height":12}},{"id":"1e99c1b6-d64f-48b7-b8dd-665c9e96b8cf","block_type":"box","text":"such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, a Fund may in its","page_number":84,"box":{"x":89,"y":59,"width":813,"height":12}},{"id":"fff8ba0a-ed53-45cc-be29-98e745e93dce","block_type":"box","text":"discretion exercise its option to redeem such shares in cash, and the Beneficial Owner will be required to receive its","page_number":84,"box":{"x":89,"y":74,"width":803,"height":12}},{"id":"c24ce8ac-f2a0-4d86-88b7-5dd87c9e971e","block_type":"box","text":"redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of its shares","page_number":84,"box":{"x":89,"y":89,"width":868,"height":13}},{"id":"a6be31f7-a28c-459b-ba5a-02188515ef89","block_type":"box","text":"based on the NAV of a Fund next determined after the redemption request is received in proper form (minus a redemption","page_number":84,"box":{"x":89,"y":104,"width":855,"height":13}},{"id":"bb8772d1-d015-43d2-80c2-bdde4c821078","block_type":"box","text":"transaction fee and additional charges specified above to offset a Fund’s brokerage and other transaction costs associated","page_number":84,"box":{"x":88,"y":119,"width":856,"height":13}},{"id":"749a3567-c2fb-401e-874f-79b753264bb1","block_type":"box","text":"with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with","page_number":84,"box":{"x":88,"y":135,"width":822,"height":12}},{"id":"c4e41fd7-ac00-4272-9be6-a00e6a703a38","block_type":"box","text":"applicable U.S. federal and state securities laws and a Fund (whether or not it otherwise permits cash redemptions) reserves","page_number":84,"box":{"x":89,"y":150,"width":868,"height":12}},{"id":"1d2ef72f-195f-428d-83a8-e7e7ff31cb8e","block_type":"box","text":"the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund Securities upon","page_number":84,"box":{"x":88,"y":165,"width":864,"height":12}},{"id":"12c767ff-64be-4669-8b99-2a7d148cf1df","block_type":"box","text":"redemptions or cannot do so without first registering the Fund Securities under such laws.","page_number":84,"box":{"x":89,"y":180,"width":633,"height":12}},{"id":"bdaa2bc4-402c-4dcd-bfaf-0d1bae98e338","block_type":"box","text":"To the extent contemplated by an Authorized Participant’s agreement with the Distributor or its agent, in the event an","page_number":84,"box":{"x":88,"y":206,"width":825,"height":13}},{"id":"0c24c520-21e8-471a-97da-c7154a57a194","block_type":"box","text":"Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation","page_number":84,"box":{"x":88,"y":222,"width":872,"height":12}},{"id":"71658a07-43db-4cc6-bc14-e38644b242b0","block_type":"box","text":"Unit to be redeemed to a Fund, at or prior to the time specified by the Fund or its custodian on the Business Day after the","page_number":84,"box":{"x":89,"y":237,"width":847,"height":12}},{"id":"ae2f6ca7-9317-492d-bd5a-76c2563e28c7","block_type":"box","text":"date of submission of redemption request, the Distributor or its agent will accept the redemption request in reliance on the","page_number":84,"box":{"x":89,"y":252,"width":860,"height":12}},{"id":"b5fc4d85-c470-40ea-98db-12162a1ae0f8","block_type":"box","text":"undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":84,"box":{"x":89,"y":267,"width":825,"height":12}},{"id":"ce2babfb-db31-49a8-b165-fbc861828b77","block_type":"box","text":"secured by the Authorized Participant’s delivery and maintenance of collateral as set forth in the handbook for Authorized","page_number":84,"box":{"x":89,"y":282,"width":851,"height":12}},{"id":"07c3f134-57de-42ed-ad2a-b83653c9e12a","block_type":"box","text":"Participants. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the Business Day","page_number":84,"box":{"x":89,"y":297,"width":875,"height":12}},{"id":"8ecf2e54-1789-4030-b461-d020888feea4","block_type":"box","text":"after the date of submission of such redemption request and shall be held by BNY Mellon and marked-to-market daily. The","page_number":84,"box":{"x":89,"y":312,"width":858,"height":13}},{"id":"a668be78-cc46-4407-a64b-56dd06682958","block_type":"box","text":"fees of BNY Mellon and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall be","page_number":84,"box":{"x":88,"y":327,"width":852,"height":13}},{"id":"58d9726d-73b2-4bf9-a273-7922f88ed2dd","block_type":"box","text":"payable by the Authorized Participant. The Authorized Participant Agreement permits a Fund to acquire shares of the Fund at","page_number":84,"box":{"x":89,"y":342,"width":876,"height":13}},{"id":"08d38867-c33f-489a-9275-842dac475de0","block_type":"box","text":"any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the Fund of","page_number":84,"box":{"x":89,"y":358,"width":876,"height":12}},{"id":"b3767a41-d732-466d-95a5-94cf713c1e50","block_type":"box","text":"purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability for related","page_number":84,"box":{"x":89,"y":373,"width":860,"height":12}},{"id":"27f6fea1-8984-4403-bc65-9319c3e52d9f","block_type":"box","text":"brokerage and other charges.","page_number":84,"box":{"x":89,"y":388,"width":204,"height":12}},{"id":"31c1a6df-3ada-432a-a3d9-82197a48c15f","block_type":"box","text":"The right of redemption may be suspended or the date of payment postponed with respect to the Funds: (i) for any period","page_number":84,"box":{"x":88,"y":414,"width":857,"height":13}},{"id":"5b795f91-912d-48f2-b15c-5dc9ad02c085","block_type":"box","text":"during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during","page_number":84,"box":{"x":89,"y":429,"width":867,"height":13}},{"id":"1b2fe80c-b5d9-42c5-b9d1-effca5c75665","block_type":"box","text":"which trading on the Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a","page_number":84,"box":{"x":88,"y":445,"width":863,"height":12}},{"id":"698c368b-76b6-4ada-9c60-03d48b7209c6","block_type":"box","text":"result of which disposal of the shares of a Fund’s portfolio securities or determination of its NAV is not reasonably","page_number":84,"box":{"x":89,"y":460,"width":795,"height":12}},{"id":"1a51212e-9049-4c66-a505-b99e6bee07d0","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":84,"box":{"x":89,"y":475,"width":511,"height":12}},{"id":"82b06d52-724c-4011-ad8c-b6c17d2b15e1","block_type":"box","text":"Custom Baskets.","page_number":84,"box":{"x":89,"y":501,"width":118,"height":10}},{"id":"411b859d-bfc7-4425-a834-22d710525437","block_type":"box","text":"Creation and Redemption baskets may differ and the Funds will accept “custom baskets.” A custom basket","page_number":84,"box":{"x":216,"y":501,"width":747,"height":13}},{"id":"328099d0-2072-4985-add2-a6263eaccda8","block_type":"box","text":"may include any of the following: (i) a basket that is composed of a non-representative selection of a Fund’s portfolio","page_number":84,"box":{"x":89,"y":516,"width":818,"height":13}},{"id":"c79b751f-e674-49a3-a03d-cc329c713355","block_type":"box","text":"holdings; (ii) a representative basket that is different from the initial basket used in transactions on the same business day; or","page_number":84,"box":{"x":89,"y":531,"width":873,"height":13}},{"id":"5a1c7af1-f772-4253-b339-f1a81a975780","block_type":"box","text":"(iii) a basket that contains bespoke cash substitutions for a single Authorized Participant. Each Fund has adopted policies and","page_number":84,"box":{"x":89,"y":547,"width":877,"height":12}},{"id":"35414ab7-783c-4503-9eaa-489cc03d2c69","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":84,"box":{"x":89,"y":562,"width":865,"height":12}},{"id":"0dd9baeb-3fd7-4a57-83b2-ab3f5767132b","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":84,"box":{"x":89,"y":577,"width":823,"height":12}},{"id":"cc8d7327-c816-4cda-a1ff-60d9fe8b35ae","block_type":"box","text":"baskets that are in the best interests of a Fund and its shareholders, establish processes for revisions to, or deviations from,","page_number":84,"box":{"x":89,"y":592,"width":859,"height":12}},{"id":"04c45b14-9ee6-4fb4-b9ee-eb0fa8dc8b51","block_type":"box","text":"such parameters, and specify the titles and roles of the employees of BFA who are required to review each custom basket for","page_number":84,"box":{"x":89,"y":607,"width":871,"height":12}},{"id":"77052e4a-4830-477e-9bd3-4e6d73dd49e4","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of a","page_number":84,"box":{"x":89,"y":622,"width":854,"height":12}},{"id":"847d69a4-79cd-4a0b-a96a-107b5da8dced","block_type":"box","text":"Fund may be taken into account. The policies and procedures distinguish among different types of custom baskets that may","page_number":84,"box":{"x":89,"y":637,"width":870,"height":13}},{"id":"f8c1a2b1-1f47-450f-a9ff-303f144d69b0","block_type":"box","text":"be used for a Fund and impose different requirements for different types of custom baskets in order to seek to mitigate","page_number":84,"box":{"x":89,"y":652,"width":830,"height":13}},{"id":"6e1831d8-1c87-4243-b76e-0d18d29923c4","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":84,"box":{"x":89,"y":668,"width":877,"height":12}},{"id":"07b5aaed-2d03-4ee3-8354-70cffc89b7e1","block_type":"box","text":"process to oversee basket compliance for a Fund, as set forth in each Fund’s policies and procedures.","page_number":84,"box":{"x":89,"y":683,"width":706,"height":12}},{"id":"13df2a77-24c3-41c6-808b-b1183b14f6f2","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":84,"box":{"x":88,"y":709,"width":418,"height":12}},{"id":"9a03d57c-73e8-443f-81f0-7cf4ec5c7f61","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":84,"box":{"x":515,"y":709,"width":445,"height":12}},{"id":"0a5b397a-223c-46c4-82e4-df33650f6a6f","block_type":"box","text":"loss upon the exchange of Deposit Securities for Creation Units. This gain or loss is calculated by taking the market value of","page_number":84,"box":{"x":89,"y":724,"width":864,"height":13}},{"id":"9e3ea3de-2bf0-4712-b202-37f10af82b03","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":84,"box":{"x":88,"y":739,"width":869,"height":13}},{"id":"c61019f4-58fb-4da3-8a60-375e9cc86a31","block_type":"box","text":"However, the IRS may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities","page_number":84,"box":{"x":89,"y":754,"width":870,"height":13}},{"id":"f304a864-c079-48cc-b46c-d780861b4595","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":84,"box":{"x":88,"y":770,"width":753,"height":12}},{"id":"b8def4a3-050b-4eae-9b4b-fdee826b9811","block_type":"box","text":"Current U.S. federal income tax laws dictate that capital gain or loss realized from the redemption of Creation Units will","page_number":84,"box":{"x":89,"y":796,"width":829,"height":12}},{"id":"676851f1-5e7b-4091-9366-33233aebeae7","block_type":"box","text":"generally create long-term capital gain or loss if the Authorized Participant holds the Creation Units for more than one year,","page_number":84,"box":{"x":89,"y":811,"width":861,"height":12}},{"id":"28162533-1418-4fa2-a4e1-974965c52f64","block_type":"box","text":"or short-term capital gain or loss if the Creation Units were held for one year or less, if the Creation Units are held as capital","page_number":84,"box":{"x":89,"y":826,"width":859,"height":13}},{"id":"84920259-a62e-4f3a-9b76-bf1309f24eee","block_type":"box","text":"assets.","page_number":84,"box":{"x":89,"y":843,"width":45,"height":8}},{"id":"19733635-e003-48e9-93db-857456f9cc0d","block_type":"box","text":"70","page_number":84,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a00f65b8-e2fb-4768-95bb-bf36d35ba39d","block_type":"box","text":"Taxes","page_number":85,"box":{"x":88,"y":46,"width":94,"height":22}},{"id":"1c93f6cd-937d-4093-bc57-8507b4a59a82","block_type":"box","text":"The following is a summary of certain material U.S. federal income tax considerations regarding the purchase, ownership and","page_number":85,"box":{"x":88,"y":85,"width":878,"height":13}},{"id":"5c0a2068-c54c-4785-870c-cad9fec1ad78","block_type":"box","text":"disposition of shares of a Fund. This summary does not address all of the potential U.S. federal income tax consequences","page_number":85,"box":{"x":89,"y":101,"width":847,"height":12}},{"id":"a90e4113-f309-405d-87d2-53adf366bfff","block_type":"box","text":"that may be applicable to a Fund or to all categories of investors, some of which may be subject to special tax rules. Current","page_number":85,"box":{"x":88,"y":116,"width":867,"height":12}},{"id":"7af1de8a-440f-4408-8861-b326c6d06e32","block_type":"box","text":"and prospective shareholders are urged to consult their own tax advisors with respect to the specific U.S. federal, state, local","page_number":85,"box":{"x":89,"y":131,"width":868,"height":12}},{"id":"891cb264-3fe9-4e4b-b887-00c7edeb6a27","block_type":"box","text":"and non-U.S. tax consequences of investing in a Fund. The summary is based on the laws and judicial and administrative","page_number":85,"box":{"x":89,"y":146,"width":845,"height":12}},{"id":"a44f1925-6f6b-46b2-9a56-1cf1a81e1afc","block_type":"box","text":"interpretations thereof in effect on the date of this SAI, all of which are subject to change, possibly with retroactive effect.","page_number":85,"box":{"x":89,"y":161,"width":846,"height":12}},{"id":"b053ce08-26a1-473d-9f28-b0027da7b9f8","block_type":"box","text":"References to the Funds will also generally apply to the Underlying Funds as well.","page_number":85,"box":{"x":89,"y":176,"width":566,"height":13}},{"id":"bc919d33-f552-4aa4-b845-5de67783d2c4","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":85,"box":{"x":89,"y":203,"width":338,"height":12}},{"id":"8d2ec4f5-51a1-4f71-bcb3-00ed760b7a0a","block_type":"box","text":"Each Fund intends to qualify for treatment as a separate RIC under","page_number":85,"box":{"x":437,"y":203,"width":465,"height":12}},{"id":"0e172fb1-65c3-4292-b57e-88b95d5ed8e1","block_type":"box","text":"Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC, each Fund must annually distribute at least","page_number":85,"box":{"x":88,"y":218,"width":852,"height":12}},{"id":"7188f43e-2994-4728-93f2-8c0997750ac5","block_type":"box","text":"90% of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and","page_number":85,"box":{"x":89,"y":233,"width":847,"height":12}},{"id":"59755a88-01c0-44d8-b1d9-484b5d03b7cc","block_type":"box","text":"meet several other requirements. Among such other requirements are the following: (i) at least 90% of each Fund’s annual","page_number":85,"box":{"x":89,"y":248,"width":858,"height":12}},{"id":"bf371bf6-981f-4f67-a810-5aa0c7d04247","block_type":"box","text":"gross income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or","page_number":85,"box":{"x":89,"y":263,"width":839,"height":12}},{"id":"4b0fd3f8-7ead-452f-9695-d123a8428f73","block_type":"box","text":"other disposition of stock or securities or non-U.S. currencies, other income (including, but not limited to, gains from options,","page_number":85,"box":{"x":89,"y":278,"width":878,"height":13}},{"id":"3b9414a5-5084-43a9-8fa0-e6b26b2651b3","block_type":"box","text":"futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and net","page_number":85,"box":{"x":88,"y":293,"width":868,"height":13}},{"id":"01663291-f740-4bb1-ae55-1472e52adfab","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":85,"box":{"x":89,"y":308,"width":502,"height":13}},{"id":"6151ac75-e571-4f9e-b6d9-4bd13c06534c","block_type":"box","text":"i.e.,","page_number":85,"box":{"x":592,"y":309,"width":22,"height":11}},{"id":"591b944a-db20-4896-87b3-e7a0b30f562b","block_type":"box","text":"partnerships that are traded on an established","page_number":85,"box":{"x":620,"y":308,"width":322,"height":13}},{"id":"4df3fd47-e584-4224-a483-2af40e07cccb","block_type":"box","text":"securities market or tradable on a secondary market, other than partnerships that derive at least 90% of their income from","page_number":85,"box":{"x":89,"y":324,"width":857,"height":12}},{"id":"1cbe2bd8-d763-4b16-a910-882181c21392","block_type":"box","text":"interest, dividends, capital gains and other traditionally permitted RIC income); and (ii) at the close of each quarter of each","page_number":85,"box":{"x":89,"y":339,"width":856,"height":12}},{"id":"4451cecc-e2d2-4192-8e72-6c871986c9ca","block_type":"box","text":"Fund’s taxable year, (a) at least 50% of the market value of each Fund’s total assets must be represented by cash and cash","page_number":85,"box":{"x":89,"y":354,"width":856,"height":12}},{"id":"ad6c44ca-c63f-4f3b-9ee3-411fc413f9e8","block_type":"box","text":"items, U.S. government securities, securities of other RICs and other securities, with such other securities limited for purposes","page_number":85,"box":{"x":89,"y":369,"width":879,"height":12}},{"id":"53a50866-e125-4367-b94f-decf104d97b3","block_type":"box","text":"of this calculation in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s assets and not","page_number":85,"box":{"x":89,"y":384,"width":853,"height":12}},{"id":"478d795e-c878-40da-a776-861f2a8600c1","block_type":"box","text":"greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of each Fund’s","page_number":85,"box":{"x":89,"y":399,"width":868,"height":13}},{"id":"b839c68a-c105-4600-b6e3-dfbcbb237533","block_type":"box","text":"total assets may be invested in the securities (other than U.S. government securities or the securities of other RICs) of any","page_number":85,"box":{"x":88,"y":414,"width":852,"height":13}},{"id":"e34fa640-06c7-4058-bd07-65edd44381d1","block_type":"box","text":"one issuer, of two or more issuers of which 20% or more of the voting stock is held by the Fund and that are engaged in the","page_number":85,"box":{"x":89,"y":429,"width":865,"height":13}},{"id":"915b8483-0790-439b-aa33-3845881a7974","block_type":"box","text":"same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly-traded","page_number":85,"box":{"x":89,"y":445,"width":875,"height":12}},{"id":"3aeb1b3a-0d01-4998-8608-c75b4cb16f8f","block_type":"box","text":"partnerships.","page_number":85,"box":{"x":89,"y":460,"width":90,"height":12}},{"id":"e0665cfc-af0e-4b71-8c07-b7263e4c8438","block_type":"box","text":"A Fund may be able to cure a failure to derive at least 90% of its income from the sources specified above or a failure to","page_number":85,"box":{"x":88,"y":486,"width":836,"height":12}},{"id":"feb1071d-1557-4895-a0ac-ec7687b6cea7","block_type":"box","text":"diversify its holdings in the manner described above by paying a tax and/or by disposing of certain assets. If, in any taxable","page_number":85,"box":{"x":89,"y":501,"width":858,"height":13}},{"id":"434c247a-3240-48b8-a242-97879f8bcf51","block_type":"box","text":"year, a Fund fails one of these tests and does not timely cure the failure, that Fund will be taxed in the same manner as an","page_number":85,"box":{"x":88,"y":516,"width":850,"height":13}},{"id":"8e726346-522b-405c-a3a3-f122504e6b13","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by that Fund in computing its taxable","page_number":85,"box":{"x":89,"y":531,"width":821,"height":13}},{"id":"6da9ab4b-b356-40e5-8838-bc6003935cfd","block_type":"box","text":"income.","page_number":85,"box":{"x":89,"y":548,"width":54,"height":8}},{"id":"7ffbdfd4-e27e-43f7-9500-39198cf1d98e","block_type":"box","text":"Although, in general, the passive loss rules of the Internal Revenue Code do not apply to RICs, such rules do apply to a RIC","page_number":85,"box":{"x":88,"y":573,"width":854,"height":12}},{"id":"5ce1f630-a509-4989-906b-cbf9f3ab7273","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. A Fund’s investments in partnerships,","page_number":85,"box":{"x":88,"y":588,"width":871,"height":12}},{"id":"a8143af3-faea-45b7-9acf-ba21ebd8de73","block_type":"box","text":"including in qualified publicly-traded partnerships, may result in the Fund being subject to state, local, or non-U.S. income,","page_number":85,"box":{"x":89,"y":603,"width":856,"height":13}},{"id":"68d13a3c-3aa4-4a75-b696-dc9755a25fb9","block_type":"box","text":"franchise or withholding tax liabilities.","page_number":85,"box":{"x":88,"y":618,"width":265,"height":13}},{"id":"ed28e525-c190-47fa-91ac-1ddde444b90e","block_type":"box","text":"Taxation of RICs.","page_number":85,"box":{"x":88,"y":645,"width":121,"height":10}},{"id":"a777ea32-4a3b-4b68-a77c-81c1279516f2","block_type":"box","text":"As a RIC, a Fund will not be subject to U.S. federal income tax on the portion of its taxable investment","page_number":85,"box":{"x":218,"y":645,"width":710,"height":12}},{"id":"334508d7-821d-44c6-ac5c-861a9431ab8a","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":85,"box":{"x":89,"y":660,"width":871,"height":12}},{"id":"09a8a05c-8fa8-438e-bd7d-4dd2cb3b6379","block_type":"box","text":"To satisfy the minimum distribution requirement, a Fund must distribute to its shareholders at least the sum of (i) 90% of its","page_number":85,"box":{"x":88,"y":675,"width":871,"height":12}},{"id":"b38f6254-a70c-440c-84a5-a1af9a923ee7","block_type":"box","text":"“investment company taxable income” (i.e., income other than the excess of its net realized long-term capital gain over its","page_number":85,"box":{"x":89,"y":690,"width":853,"height":13}},{"id":"a8365e6b-81e7-4795-aff2-f34d318bf934","block_type":"box","text":"net realized short-term capital loss), plus or minus certain adjustments, and (ii) 90% of its net tax-exempt income for the","page_number":85,"box":{"x":89,"y":705,"width":847,"height":13}},{"id":"407ae488-7792-4033-a97b-8974a288c1f0","block_type":"box","text":"taxable year. A Fund will be subject to income tax at regular corporate rates on any taxable income or gains that it does not","page_number":85,"box":{"x":88,"y":720,"width":863,"height":13}},{"id":"5200cfa6-f3ae-4cae-b11e-c525cd8d90f1","block_type":"box","text":"distribute to its shareholders. If a Fund fails to qualify for any taxable year as a RIC or fails to meet the distribution","page_number":85,"box":{"x":89,"y":736,"width":792,"height":12}},{"id":"ba99daad-638a-4e6a-a8a4-7665c0f893c7","block_type":"box","text":"requirement, all of its taxable income will be subject to tax at regular corporate income tax rates without any deduction for","page_number":85,"box":{"x":89,"y":751,"width":859,"height":12}},{"id":"4cb576b9-1913-447e-9c34-6050a11083c0","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":85,"box":{"x":89,"y":766,"width":849,"height":12}},{"id":"42ccd5f4-8549-4410-8941-cdc854a3f298","block_type":"box","text":"extent of the Fund’s current and accumulated earnings and profits. In such event, distributions to individuals should be","page_number":85,"box":{"x":89,"y":781,"width":833,"height":12}},{"id":"91a23c85-1def-4b67-8ceb-30f0d2573362","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":85,"box":{"x":89,"y":796,"width":873,"height":12}},{"id":"299f9250-649a-411b-8030-b3d21c261dc0","block_type":"box","text":"the dividends received deduction. Although each Fund intends to distribute substantially all of its net investment income and","page_number":85,"box":{"x":88,"y":811,"width":875,"height":12}},{"id":"ac879a39-5790-43df-8304-f4eb40dd3ee4","block_type":"box","text":"its capital gains for each taxable year, a Fund may decide to retain a portion of its income or gains. Each Fund will be subject","page_number":85,"box":{"x":89,"y":826,"width":869,"height":13}},{"id":"6b7a0183-ea9a-439c-b361-78a71f00fae0","block_type":"box","text":"to U.S. federal income taxation and excise taxation (as described below) to the extent it does not distribute all (or, in the case","page_number":85,"box":{"x":88,"y":841,"width":874,"height":13}},{"id":"4e60b1f0-47c3-4082-be5c-0e126ec6a5c6","block_type":"box","text":"of the excise tax, substantially all) of such income or gains. In certain circumstances, including in instances where the","page_number":85,"box":{"x":89,"y":856,"width":822,"height":13}},{"id":"293a3e8b-93b2-46b0-be28-02670cb9853b","block_type":"box","text":"71","page_number":85,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"b7700878-83a2-4fc4-ac89-2338a93a1f91","block_type":"box","text":"operational cost of the distribution would exceed the amount of the income or excise tax, BFA or an affiliate may voluntarily","page_number":86,"box":{"x":89,"y":44,"width":865,"height":12}},{"id":"786c5658-a557-424c-b2ea-ec3add991c0a","block_type":"box","text":"pay the tax on behalf of a Fund or reimburse the Fund for the tax. If a Fund fails to qualify as a RIC in any year, it must pay out","page_number":86,"box":{"x":89,"y":59,"width":877,"height":12}},{"id":"251eec9e-2cfd-4a07-b19c-dfd69fb6b511","block_type":"box","text":"its earnings and profits accumulated in that year in order to qualify again as a RIC. If a Fund fails to qualify as a RIC for a","page_number":86,"box":{"x":89,"y":74,"width":836,"height":12}},{"id":"2890f686-1508-4fa7-9616-18f06c916ad3","block_type":"box","text":"period greater than two taxable years, the Fund may be required to recognize any net built-in gains with respect to certain of","page_number":86,"box":{"x":89,"y":89,"width":873,"height":13}},{"id":"f02880da-675d-4569-9d2b-59b587b79865","block_type":"box","text":"its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been","page_number":86,"box":{"x":89,"y":104,"width":840,"height":13}},{"id":"f031936c-6be9-4ab9-b98f-985f051b555c","block_type":"box","text":"realized with respect to such assets if the Fund had been liquidated) if it qualifies as a RIC in a subsequent year.","page_number":86,"box":{"x":89,"y":119,"width":774,"height":13}},{"id":"d5d5b5d9-cb72-4288-a77c-e58eae3c224f","block_type":"box","text":"Excise Tax.","page_number":86,"box":{"x":89,"y":147,"width":77,"height":9}},{"id":"87bfb0a7-390b-4e4a-ae7b-9f188399de0b","block_type":"box","text":"A Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its","page_number":86,"box":{"x":175,"y":146,"width":716,"height":12}},{"id":"73f60a8e-cd8c-4af8-a0e0-f13ad6c888f3","block_type":"box","text":"shareholders in each calendar year at least 98% of its ordinary income for the calendar year plus at least 98.2% of its capital","page_number":86,"box":{"x":89,"y":161,"width":867,"height":12}},{"id":"af5ad531-c2b3-40e6-b0bf-0cf789602742","block_type":"box","text":"gain net income for the 12 months ended October 31 of such year. For this purpose, however, any ordinary income or capital","page_number":86,"box":{"x":89,"y":176,"width":870,"height":13}},{"id":"2eacaa6b-2c0f-4dcc-aec5-5d711e60cdec","block_type":"box","text":"gain net income retained by a Fund that is subject to corporate income tax will be considered to have been distributed by","page_number":86,"box":{"x":89,"y":191,"width":847,"height":13}},{"id":"6573fcee-169c-4f1d-80a8-7eaab5483b6e","block_type":"box","text":"year-end. In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or","page_number":86,"box":{"x":88,"y":206,"width":869,"height":13}},{"id":"d4bf9058-a84b-45ab-9b2f-ed11492a5e0d","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year. Long-term capital","page_number":86,"box":{"x":89,"y":222,"width":865,"height":12}},{"id":"21331083-e1ec-4c72-bb13-b1eec7ef555b","block_type":"box","text":"distributions from the Underlying Funds paid in December or, in certain cases, January in satisfaction of this rule will be","page_number":86,"box":{"x":89,"y":237,"width":831,"height":12}},{"id":"0a5c2638-3ef2-4012-9815-fa954b074ec8","block_type":"box","text":"subject to potential distribution by the Funds in the following calendar year.","page_number":86,"box":{"x":89,"y":252,"width":527,"height":12}},{"id":"13f1d253-022d-4036-a5ac-2088167c6eca","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":86,"box":{"x":89,"y":278,"width":227,"height":13}},{"id":"5e149b8d-8541-4d93-b745-5cf6cb631e74","block_type":"box","text":"Net capital loss carryforwards may be applied against any net realized capital gains in each","page_number":86,"box":{"x":326,"y":278,"width":632,"height":13}},{"id":"b76a9bba-32fd-40b8-8149-6257419100d1","block_type":"box","text":"succeeding year, until they have been reduced to zero.","page_number":86,"box":{"x":89,"y":293,"width":376,"height":13}},{"id":"6f5cd13d-394e-490a-a4f8-58c2c6ed3821","block_type":"box","text":"In the event that a Fund were to experience an ownership change as defined under the Internal Revenue Code, the loss","page_number":86,"box":{"x":89,"y":320,"width":831,"height":12}},{"id":"28960e3d-9234-4e3d-845d-3b62696dba49","block_type":"box","text":"carryforwards and other favorable tax attributes of a Fund, if any, may be subject to limitation.","page_number":86,"box":{"x":89,"y":335,"width":656,"height":12}},{"id":"80afa84b-305f-46a2-b8d6-c447b9cdd4a7","block_type":"box","text":"The Funds did not have tax basis net capital loss carryforwards as of July 31, 2025, the tax year-end for the Funds.","page_number":86,"box":{"x":88,"y":361,"width":794,"height":13}},{"id":"55046e25-a364-4464-823a-4761ebb0dc59","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":86,"box":{"x":88,"y":388,"width":216,"height":10}},{"id":"f30b34ce-c6e4-45ce-833d-58e9e073b517","block_type":"box","text":"Dividends and other distributions by a Fund are generally treated under the Internal Revenue","page_number":86,"box":{"x":318,"y":388,"width":647,"height":12}},{"id":"59e8e235-17d3-46a4-9a9a-9e85a64afcc0","block_type":"box","text":"Code as received by the shareholders at the time the dividend or distribution is made. However, any dividend or distribution","page_number":86,"box":{"x":89,"y":403,"width":861,"height":12}},{"id":"297110ad-8163-4b9f-870a-a0a05a39c5bd","block_type":"box","text":"declared by a Fund in October, November or December of any calendar year and payable to shareholders of record on a","page_number":86,"box":{"x":89,"y":418,"width":834,"height":12}},{"id":"58ead78d-50e2-4c80-b6a7-5c5db8d3a817","block_type":"box","text":"specified date in such a month shall be deemed to have been received by each shareholder on December 31 of such calendar","page_number":86,"box":{"x":89,"y":433,"width":876,"height":13}},{"id":"ad0d5c79-a647-4c29-805f-6104a03c2af5","block_type":"box","text":"year and to have been paid by the Fund not later than such December 31, provided such dividend is actually paid by the Fund","page_number":86,"box":{"x":88,"y":448,"width":876,"height":13}},{"id":"5812abb8-1bfd-47ad-9d01-1c7bafd29705","block_type":"box","text":"during January of the following calendar year.","page_number":86,"box":{"x":89,"y":463,"width":316,"height":13}},{"id":"0732ad3f-a58d-4bf6-b839-f04f007075d6","block_type":"box","text":"Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":86,"box":{"x":89,"y":490,"width":860,"height":12}},{"id":"6de7f8f6-9d50-4753-81ec-4e1d534755bc","block_type":"box","text":"any net realized long-term capital gains in excess of net realized short-term capital losses (including any capital loss","page_number":86,"box":{"x":89,"y":505,"width":808,"height":12}},{"id":"68d67503-5315-4442-b067-772709767a8b","block_type":"box","text":"carryovers). However, if a Fund retains for investment an amount equal to all or a portion of its net long-term capital gains in","page_number":86,"box":{"x":89,"y":520,"width":870,"height":12}},{"id":"2599190d-95c9-4d4c-9dc2-21cbe4d4c54a","block_type":"box","text":"excess of its net short-term capital losses (including any capital loss carryovers), it will be subject to a corporate tax (at a flat","page_number":86,"box":{"x":89,"y":535,"width":871,"height":13}},{"id":"2f5c6d6b-d507-4fa7-a4d5-fa7d8174b98e","block_type":"box","text":"rate of 21%) on the amount retained. In that event, unless the retained amount is deemed to be de minimis or the applicable","page_number":86,"box":{"x":89,"y":550,"width":872,"height":13}},{"id":"211d28ec-defd-472e-819b-2aedcf0b3c0d","block_type":"box","text":"tax is otherwise reimbursed by BFA or an affiliate, the Fund will generally designate such retained amounts as undistributed","page_number":86,"box":{"x":88,"y":565,"width":864,"height":13}},{"id":"1bc5ce0b-9926-450f-9260-233100408095","block_type":"box","text":"capital gains in a notice to its shareholders who (a) will be required to include in income for U.S. federal income tax purposes,","page_number":86,"box":{"x":89,"y":581,"width":877,"height":12}},{"id":"9c2d348a-1d22-4eb2-aaaf-d4582e5add14","block_type":"box","text":"as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit their","page_number":86,"box":{"x":89,"y":596,"width":810,"height":12}},{"id":"d2108ed2-5ee1-451c-982d-056bc573eec1","block_type":"box","text":"proportionate shares of the tax paid by the Fund on the undistributed amount against their U.S. federal income tax liabilities,","page_number":86,"box":{"x":89,"y":611,"width":870,"height":12}},{"id":"c590ddb9-f270-4b2a-9566-e54bde29e9d2","block_type":"box","text":"if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to increase their tax","page_number":86,"box":{"x":89,"y":626,"width":875,"height":12}},{"id":"72dad4c5-9b48-49c0-bcdb-9f5544a5e9c2","block_type":"box","text":"basis, for U.S. federal income tax purposes, in their shares by an amount equal to the excess of the amount in clause (a) over","page_number":86,"box":{"x":89,"y":641,"width":871,"height":12}},{"id":"bef4f501-d926-4d33-a3a1-8b9f8e90ba48","block_type":"box","text":"the amount in clause (b). Organizations or persons not subject to U.S. federal income tax on such capital gains will be","page_number":86,"box":{"x":88,"y":656,"width":824,"height":13}},{"id":"c3ad0671-0444-45b1-98c1-68f255627c0c","block_type":"box","text":"entitled to a refund of their","page_number":86,"box":{"x":89,"y":671,"width":188,"height":10}},{"id":"fd6285f2-9c65-4cea-82e0-22cadd4441b4","block_type":"box","text":"pro rata","page_number":86,"box":{"x":280,"y":673,"width":56,"height":11}},{"id":"7fc354ea-f660-4849-b312-d853760b5bb2","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or claims for refund","page_number":86,"box":{"x":341,"y":671,"width":617,"height":13}},{"id":"5d4da3f4-33dd-43d7-ba99-bbb766a2a02b","block_type":"box","text":"with the IRS.","page_number":86,"box":{"x":88,"y":686,"width":87,"height":10}},{"id":"b2efc9eb-4ee3-4f89-bd3e-d62347660ab5","block_type":"box","text":"Distributions of net realized long-term capital gains, if any, that a Fund reports as capital gains dividends are taxable as long","page_number":86,"box":{"x":89,"y":713,"width":870,"height":12}},{"id":"3007d46a-06ee-438f-b544-fd2b589954df","block_type":"box","text":"term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the Fund.","page_number":86,"box":{"x":88,"y":728,"width":861,"height":12}},{"id":"a15a8da0-6555-4d19-b7ee-63de2e2a07f8","block_type":"box","text":"All other dividends of a Fund (including dividends from short-term capital gains) from its current and accumulated earnings","page_number":86,"box":{"x":88,"y":743,"width":870,"height":12}},{"id":"d97a4280-a0c5-4f50-81ae-33b1c50aa1e4","block_type":"box","text":"and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of qualified","page_number":86,"box":{"x":89,"y":758,"width":821,"height":13}},{"id":"a7f3130f-fdcb-4fe9-8c1b-a51fb7acb6cc","block_type":"box","text":"dividend income below. Because the Funds are expected to invest in the Underlying Fund, the Fund’s realized losses on sales","page_number":86,"box":{"x":89,"y":773,"width":869,"height":13}},{"id":"2cb79d4a-c296-43a6-89c7-1c226a67be3d","block_type":"box","text":"of shares of the Underlying Fund may be indefinitely or permanently deferred as “wash sales.” Distributions of short-term","page_number":86,"box":{"x":89,"y":788,"width":850,"height":13}},{"id":"604abd31-dafe-4583-9762-2458cacf0681","block_type":"box","text":"capital gains by the Underlying Fund will be recognized as ordinary income by a Fund and would not be offset by a Fund’s","page_number":86,"box":{"x":89,"y":804,"width":850,"height":12}},{"id":"9b3f4626-23c4-4940-adf4-1f7e39e3c188","block_type":"box","text":"capital loss carryforwards, if any. Capital loss carryforwards of the Underlying Fund, if any, would not offset net capital gains","page_number":86,"box":{"x":89,"y":819,"width":864,"height":12}},{"id":"8610c657-93c4-4214-9d58-62a6e4a5d66c","block_type":"box","text":"of a Fund. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non-corporate","page_number":86,"box":{"x":89,"y":834,"width":782,"height":12}},{"id":"bdd9241b-1a80-4e21-8609-ee829e1773de","block_type":"box","text":"shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":86,"box":{"x":89,"y":849,"width":604,"height":12}},{"id":"4e99037e-c5a0-40e4-b9f6-8a325574f45b","block_type":"box","text":"72","page_number":86,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"75b41d87-d4bc-4877-9c54-c5d761b7bbc4","block_type":"box","text":"If an individual receives a regular dividend qualifying for the long-term capital gains rates and such dividend constitutes an","page_number":87,"box":{"x":89,"y":44,"width":857,"height":12}},{"id":"258c931f-0070-4073-8adc-3d0ea5ca9448","block_type":"box","text":"“extraordinary dividend,” and the individual subsequently recognizes a loss on the sale or exchange of stock in respect of","page_number":87,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"e9009356-cf88-47e5-bc8f-d1cc08ac5601","block_type":"box","text":"which the extraordinary dividend was paid, then the loss will be long-term capital loss to the extent of such extraordinary","page_number":87,"box":{"x":88,"y":74,"width":850,"height":12}},{"id":"043f67c6-8a42-4e26-9163-61b9c7a6ebf8","block_type":"box","text":"dividend. An “extraordinary dividend” on common stock for this purpose is generally a dividend (i) in an amount greater than","page_number":87,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"4718351c-6197-416b-bf39-8f54c2063b40","block_type":"box","text":"or equal to 10% of the taxpayer’s tax basis (or trading value) in a share of stock, aggregating dividends with ex-dividend","page_number":87,"box":{"x":89,"y":104,"width":840,"height":13}},{"id":"e1521b96-66a5-4c1b-b547-09416fe76f07","block_type":"box","text":"dates within an 85-day period, or (ii) in an amount greater than 20% of the taxpayer’s tax basis (or trading value) in a share","page_number":87,"box":{"x":89,"y":119,"width":863,"height":13}},{"id":"48a0bbe9-b929-4aa9-90e4-67963013766a","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":87,"box":{"x":89,"y":135,"width":558,"height":12}},{"id":"ff0da676-6bd3-4e31-85ed-32fbe99c8126","block_type":"box","text":"Distributions in excess of a Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as a","page_number":87,"box":{"x":89,"y":161,"width":868,"height":12}},{"id":"0ebdc722-be99-4766-9494-79274375f22d","block_type":"box","text":"tax-free return of capital to the extent of a shareholder’s basis in shares of the Fund, and as a capital gain thereafter (if the","page_number":87,"box":{"x":88,"y":176,"width":855,"height":13}},{"id":"91ffd46d-8a49-4544-9d05-45c13378820c","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of a Fund’s minimum distribution","page_number":87,"box":{"x":89,"y":191,"width":787,"height":13}},{"id":"d7ec6f28-92df-45b7-96a0-98620edade00","block_type":"box","text":"requirements, but not in excess of a Fund’s earnings and profits, will be taxable to shareholders and will not constitute","page_number":87,"box":{"x":89,"y":206,"width":828,"height":13}},{"id":"52a68dee-a04e-469c-8cbb-fb332d55ba50","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":87,"box":{"x":89,"y":222,"width":847,"height":12}},{"id":"fe29cb4c-de3c-4773-b3f8-d3295f254b36","block_type":"box","text":"treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the","page_number":87,"box":{"x":88,"y":237,"width":867,"height":12}},{"id":"7ea49b5b-6965-4342-b6c7-ac96b14a87a0","block_type":"box","text":"shareholders receiving cash dividends or distributions will receive and should have a cost basis in the shares received equal to","page_number":87,"box":{"x":89,"y":252,"width":878,"height":12}},{"id":"9e6debe7-11b4-490b-a287-2aa6049614d4","block_type":"box","text":"such amount.","page_number":87,"box":{"x":89,"y":267,"width":95,"height":10}},{"id":"bb82051f-6478-4110-a411-eeea7b9b5075","block_type":"box","text":"A 3.8% U.S. federal Medicare contribution tax is imposed on net investment income, including, but not limited to, interest,","page_number":87,"box":{"x":88,"y":293,"width":854,"height":13}},{"id":"5311d83f-9456-4c2d-9eee-da40ceadbb80","block_type":"box","text":"dividends, and net gain from investments, of U.S. individuals with income exceeding $200,000 (or $250,000 if married and","page_number":87,"box":{"x":89,"y":308,"width":858,"height":13}},{"id":"31e64b37-c8cd-42e3-9f5e-f44134c1bd0b","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":87,"box":{"x":88,"y":324,"width":269,"height":12}},{"id":"0ba893b0-b2bd-4ce4-8237-46556a9821f4","block_type":"box","text":"Investors considering buying shares just prior to a dividend or capital gain distribution should be aware that, although the","page_number":87,"box":{"x":89,"y":350,"width":851,"height":12}},{"id":"5452181f-dba4-4391-a175-dc9572c05258","block_type":"box","text":"price of shares purchased at that time may reflect the amount of the forthcoming distribution, such dividend or distribution","page_number":87,"box":{"x":89,"y":365,"width":864,"height":12}},{"id":"3b217317-28ec-4526-9597-36516cec227b","block_type":"box","text":"may nevertheless be taxable to them. If a Fund is the holder of record of any security on the record date for any dividends","page_number":87,"box":{"x":89,"y":380,"width":849,"height":13}},{"id":"f4f2f466-ef64-440e-a40c-7a043da0891f","block_type":"box","text":"payable with respect to such security, such dividends will be included in the Fund’s gross income not as of the date received","page_number":87,"box":{"x":89,"y":395,"width":866,"height":13}},{"id":"70e41308-4ac3-42a7-9ae7-7b73bd15b572","block_type":"box","text":"but as of the later of (a) the date such security became ex-dividend with respect to such dividends (","page_number":87,"box":{"x":89,"y":410,"width":698,"height":13}},{"id":"2f8fb65e-1bc3-497f-a76c-7312508a7221","block_type":"box","text":"i.e.","page_number":87,"box":{"x":789,"y":411,"width":17,"height":9}},{"id":"e0d40976-77b2-4786-ac27-a4002a6cae0e","block_type":"box","text":", the date on which a","page_number":87,"box":{"x":808,"y":410,"width":146,"height":12}},{"id":"e4edacb7-cd14-4b93-9934-ccc38a8ce07b","block_type":"box","text":"buyer of the security would not be entitled to receive the declared, but unpaid, dividends); or (b) the date the Fund acquired","page_number":87,"box":{"x":89,"y":426,"width":866,"height":12}},{"id":"cb32cf37-b4bf-4fff-8ca2-7be3f9861e44","block_type":"box","text":"such security. Accordingly, in order to satisfy its income distribution requirements, a Fund may be required to pay dividends","page_number":87,"box":{"x":89,"y":441,"width":863,"height":12}},{"id":"da7a4d90-3c85-4c3a-bf6a-df982efa2d96","block_type":"box","text":"based on anticipated earnings, and shareholders may receive dividends in an earlier year than would otherwise be the case.","page_number":87,"box":{"x":89,"y":456,"width":862,"height":12}},{"id":"69487bef-3e46-4750-9aed-c9a6a1d4f816","block_type":"box","text":"In certain situations, a Fund may, for a taxable year, defer all or a portion of its net capital loss (or if there is no net capital","page_number":87,"box":{"x":89,"y":482,"width":843,"height":13}},{"id":"b130ebca-08d2-4f2c-b288-e07e8c9d7a76","block_type":"box","text":"loss, then any net long-term or short-term capital loss) realized after October and its late-year ordinary loss (defined as the","page_number":87,"box":{"x":89,"y":497,"width":859,"height":13}},{"id":"d3e834a9-8a29-4cbf-88d1-1e38a13d9fb1","block_type":"box","text":"sum of (i) the excess of post-October foreign currency and passive foreign investment company (“PFIC”) losses over post","page_number":87,"box":{"x":89,"y":513,"width":855,"height":12}},{"id":"f07068b7-b879-49f6-a805-333639a502ad","block_type":"box","text":"October foreign currency and PFIC gains and (ii) the excess of post-December ordinary losses over post-December ordinary","page_number":87,"box":{"x":89,"y":528,"width":868,"height":12}},{"id":"15de4696-b37d-40df-8bb2-afbd6ac915b0","block_type":"box","text":"income) until the next taxable year in computing its investment company taxable income and net capital gain, which will","page_number":87,"box":{"x":89,"y":543,"width":845,"height":12}},{"id":"0aaedaf8-c115-4fdd-8957-8073463d2ceb","block_type":"box","text":"defer the recognition of such realized losses. Such deferrals and other rules regarding gains and losses realized after October","page_number":87,"box":{"x":89,"y":558,"width":870,"height":12}},{"id":"54f3c4c7-c57a-4262-ab50-6254c58d1dd3","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":87,"box":{"x":89,"y":573,"width":504,"height":12}},{"id":"13ff5344-48fb-4470-8807-93d5f1da97ed","block_type":"box","text":"Sales of Shares.","page_number":87,"box":{"x":88,"y":599,"width":113,"height":10}},{"id":"6eef41ff-0b46-4b54-8df0-22e04fc0f4f6","block_type":"box","text":"Upon the sale or exchange of shares of a Fund, a shareholder will realize a taxable gain or loss equal to the","page_number":87,"box":{"x":210,"y":599,"width":743,"height":13}},{"id":"17e46a0f-5a84-4e6f-a710-18b3c4381d88","block_type":"box","text":"difference between the amount realized and the shareholder’s basis in shares of the Fund. A redemption of shares by a Fund","page_number":87,"box":{"x":89,"y":615,"width":868,"height":12}},{"id":"b3ed6604-654d-4e6f-ab1f-05de7e15b268","block_type":"box","text":"will be treated as a sale for this purpose. Such gain or loss will be treated as capital gain or loss if the shares are capital assets","page_number":87,"box":{"x":88,"y":630,"width":876,"height":12}},{"id":"c0e3f7a9-9f71-42ea-9360-75e999b20c46","block_type":"box","text":"in the shareholder’s hands and will be long-term capital gain or loss if the shares are held for more than one year and short","page_number":87,"box":{"x":89,"y":645,"width":866,"height":12}},{"id":"374a44d4-7e27-4341-abea-37b7770ab9b6","block_type":"box","text":"term capital gain or loss if the shares are held for one year or less. Any loss realized on a sale or exchange will be disallowed","page_number":87,"box":{"x":88,"y":660,"width":863,"height":12}},{"id":"24727888-797f-46b0-900c-e8f76a9337a3","block_type":"box","text":"to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or capital gains","page_number":87,"box":{"x":88,"y":675,"width":875,"height":12}},{"id":"434f9473-ecc5-4998-8ecb-9a849935d1be","block_type":"box","text":"distributions, or by an option or contract to acquire substantially identical shares, within a 61-day period beginning 30 days","page_number":87,"box":{"x":89,"y":690,"width":860,"height":13}},{"id":"e2fbb787-4349-4e64-ac5e-ea6b56d3bcb5","block_type":"box","text":"before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be","page_number":87,"box":{"x":89,"y":705,"width":810,"height":13}},{"id":"9392c15b-f465-4537-88fd-14285da412f8","block_type":"box","text":"increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of Fund shares held by the shareholder","page_number":87,"box":{"x":89,"y":720,"width":871,"height":13}},{"id":"6082f5f0-f824-4c1f-8842-be67fc2019a1","block_type":"box","text":"for six months or less will be treated for U.S. federal income tax purposes as a long-term capital loss to the extent of any","page_number":87,"box":{"x":88,"y":736,"width":841,"height":12}},{"id":"f6b15c71-56eb-48ba-9852-791ec1b7f687","block_type":"box","text":"distributions or deemed distributions of long-term capital gains received by the shareholder with respect to such share. The","page_number":87,"box":{"x":89,"y":751,"width":865,"height":12}},{"id":"261507b7-b18a-413e-a7f0-d1cf17f16424","block_type":"box","text":"Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":87,"box":{"x":89,"y":766,"width":557,"height":12}},{"id":"8568e6e1-3181-4b0a-bf8c-c6376c6f1737","block_type":"box","text":"If a shareholder incurs a sales charge in acquiring shares of a Fund, disposes of those shares within 90 days and then, on or","page_number":87,"box":{"x":89,"y":792,"width":864,"height":13}},{"id":"f1160500-ce8b-4e57-8847-fa9b83b2b5d7","block_type":"box","text":"before January 31 of the following calendar year, acquires shares in a mutual fund for which the otherwise applicable sales","page_number":87,"box":{"x":89,"y":807,"width":854,"height":13}},{"id":"987078ce-41a3-4fc3-aca2-595f824e234e","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":87,"box":{"x":89,"y":822,"width":368,"height":13}},{"id":"6fa18dd5-e3b6-45d0-a85d-1f027318e5c3","block_type":"box","text":"e.g.","page_number":87,"box":{"x":458,"y":826,"width":23,"height":9}},{"id":"49fda5c4-81f1-486d-acbc-5b61b19bb374","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":87,"box":{"x":483,"y":822,"width":463,"height":13}},{"id":"496a5481-0b71-495b-b7ba-981baf994c35","block_type":"box","text":"into account in computing gain/loss on the original shares to the extent the subsequent sales charge is reduced. Instead, the","page_number":87,"box":{"x":89,"y":838,"width":875,"height":12}},{"id":"d267354a-a181-4632-88e1-a2bce8a2e8b2","block_type":"box","text":"disregarded portion of the original sales charge will be added to the tax basis of the newly acquired shares. Furthermore, the","page_number":87,"box":{"x":89,"y":853,"width":870,"height":12}},{"id":"a85b97a8-087b-4708-b357-3e835726d2c5","block_type":"box","text":"73","page_number":87,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d8935313-2f2c-4959-9517-3ffdce964eb0","block_type":"box","text":"same rule also applies to a disposition of the newly acquired shares made within 90 days of the second acquisition. This","page_number":88,"box":{"x":89,"y":44,"width":839,"height":12}},{"id":"5c485ecb-b787-4713-b0a4-c06a168ff3fa","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":88,"box":{"x":89,"y":59,"width":874,"height":12}},{"id":"1c9d3187-63c9-4013-b33f-c395b0c59f50","block_type":"box","text":"mutual funds.","page_number":88,"box":{"x":89,"y":74,"width":96,"height":10}},{"id":"18dc2b17-44e0-4332-b874-98220db76f28","block_type":"box","text":"Backup Withholding.","page_number":88,"box":{"x":89,"y":101,"width":150,"height":12}},{"id":"fd883473-2cc5-4598-8ec7-0ee09e63567d","block_type":"box","text":"In certain cases, a Fund will be required to withhold at a 24% rate and remit to the U.S. Treasury such","page_number":88,"box":{"x":249,"y":101,"width":707,"height":12}},{"id":"32925620-78f0-4c4a-9dac-b51b56c0240c","block_type":"box","text":"amounts withheld from any distributions paid to a shareholder who: (i) has failed to provide a correct taxpayer identification","page_number":88,"box":{"x":89,"y":116,"width":868,"height":12}},{"id":"f4bc7929-0377-406b-9787-4c1502c2c0c0","block_type":"box","text":"number; (ii) is subject to backup withholding by the IRS; (iii) has failed to certify to a Fund that such shareholder is not","page_number":88,"box":{"x":89,"y":131,"width":828,"height":12}},{"id":"39416bc5-675c-44da-9256-9fc1fb55569b","block_type":"box","text":"subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a U.S. resident alien).","page_number":88,"box":{"x":89,"y":146,"width":874,"height":12}},{"id":"41bd0ab0-ea4e-406e-97b9-0a13aad27644","block_type":"box","text":"Backup withholding is not an additional tax and any amount withheld may be credited against a shareholder’s U.S. federal","page_number":88,"box":{"x":89,"y":161,"width":853,"height":12}},{"id":"852b770b-6639-43ce-8c27-533421b01b65","block_type":"box","text":"income tax liability.","page_number":88,"box":{"x":89,"y":176,"width":132,"height":13}},{"id":"3929aba5-857f-4e4a-8038-4aa53c54a900","block_type":"box","text":"Sections 351 and 362.","page_number":88,"box":{"x":88,"y":203,"width":159,"height":9}},{"id":"2a8078c5-80a7-4cc6-8dfc-72289a610bee","block_type":"box","text":"The Trust, on behalf of each Fund, has the right to reject an order for a purchase of shares of the","page_number":88,"box":{"x":256,"y":203,"width":675,"height":12}},{"id":"0cbeb5ed-1afd-492d-8476-06170dd31d99","block_type":"box","text":"Fund if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the","page_number":88,"box":{"x":89,"y":218,"width":824,"height":12}},{"id":"2857ad28-176c-419b-ad37-473a7a8ef081","block_type":"box","text":"outstanding shares of a given Fund and if, pursuant to Sections 351 and 362 of the Internal Revenue Code, that Fund would","page_number":88,"box":{"x":89,"y":233,"width":864,"height":12}},{"id":"ef5cec0d-1eab-44c5-9485-e5e7f1826684","block_type":"box","text":"have a basis in the securities different from the market value of such securities on the date of deposit. If a Fund’s basis in","page_number":88,"box":{"x":89,"y":248,"width":841,"height":12}},{"id":"85551f80-e037-4567-a3e8-f3904fa3e9a2","block_type":"box","text":"such securities on the date of deposit was less than market value on such date, the Fund, upon disposition of the securities,","page_number":88,"box":{"x":89,"y":263,"width":865,"height":12}},{"id":"a6814d65-46f8-4940-bd63-6d15397dd3de","block_type":"box","text":"would recognize more taxable gain or less taxable loss than if its basis in the securities had been equal to market value. It is","page_number":88,"box":{"x":88,"y":278,"width":861,"height":13}},{"id":"3e82cac3-4987-4e99-95f1-ae5267538bae","block_type":"box","text":"not anticipated that the Trust will exercise the right of rejection except in a case where the Trust determines that accepting","page_number":88,"box":{"x":89,"y":293,"width":858,"height":13}},{"id":"6137801f-6b4c-4898-858e-21d01ebc91fe","block_type":"box","text":"the order could result in material adverse tax consequences to a Fund or its shareholders. The Trust also has the right to","page_number":88,"box":{"x":88,"y":308,"width":841,"height":13}},{"id":"3efcbba9-3d00-41ee-a2a5-c363d48c3ef0","block_type":"box","text":"require information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":88,"box":{"x":89,"y":324,"width":776,"height":12}},{"id":"36c0e33a-de9e-49a1-aa70-e7bf84e5fe4f","block_type":"box","text":"Treatment of the FLEX Options.","page_number":88,"box":{"x":88,"y":350,"width":226,"height":12}},{"id":"0f3a3291-3126-46be-bcd8-7868f1e71a5d","block_type":"box","text":"A Fund’s investments in offsetting positions with respect to the Underlying ETF may be","page_number":88,"box":{"x":323,"y":350,"width":609,"height":12}},{"id":"22569ae8-5fdd-452c-9b16-fb4eb54abf19","block_type":"box","text":"“straddles” for U.S. federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a","page_number":88,"box":{"x":89,"y":365,"width":869,"height":12}},{"id":"33ecefd2-7e95-4ee8-b2fe-9a8c0e133877","block_type":"box","text":"Fund, and losses realized by a Fund on positions that are part of a straddle may be deferred under the straddle rules, rather","page_number":88,"box":{"x":89,"y":380,"width":857,"height":13}},{"id":"d4d8edd9-6db3-4faa-8c13-a537bc103cdd","block_type":"box","text":"than being taken into account in calculating taxable income for the taxable year in which the losses are realized. In addition,","page_number":88,"box":{"x":88,"y":395,"width":866,"height":13}},{"id":"688eaef1-ca00-4de8-887b-08db226ae778","block_type":"box","text":"certain carrying charges (including interest expense) associated with positions in a straddle may be required to be capitalized","page_number":88,"box":{"x":89,"y":410,"width":875,"height":13}},{"id":"33162b6d-b6dd-41da-b524-dbed91e12be3","block_type":"box","text":"rather than deducted currently. Certain elections that a Fund may make with respect to its straddle positions may also affect","page_number":88,"box":{"x":89,"y":426,"width":868,"height":12}},{"id":"7ac63aae-4ea5-4caa-9713-4796ec9e8847","block_type":"box","text":"the amount, character and timing of the recognition of gains or losses from the affected positions.","page_number":88,"box":{"x":88,"y":441,"width":688,"height":12}},{"id":"542a0e75-26b8-4bdd-99f9-9bb21ba43451","block_type":"box","text":"The tax consequences of straddle transactions to a Fund are not entirely clear in all situations under currently available","page_number":88,"box":{"x":88,"y":467,"width":831,"height":13}},{"id":"ba7928b0-7440-4d99-a874-7fdf3933b91b","block_type":"box","text":"authority. The straddle rules may increase the amount of short-term capital gain realized by a Fund, which is taxed as","page_number":88,"box":{"x":89,"y":482,"width":819,"height":13}},{"id":"c5db99b7-22f4-4144-862a-cda63b52349e","block_type":"box","text":"ordinary income when distributed to U.S. shareholders in a non-liquidating distribution. Because application of the straddle","page_number":88,"box":{"x":89,"y":497,"width":862,"height":13}},{"id":"be85a79f-6323-4c2b-b65b-ee155ef56c4e","block_type":"box","text":"rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the","page_number":88,"box":{"x":89,"y":513,"width":854,"height":12}},{"id":"49b8d8fd-5128-4fdc-bcbe-48ca9554d74b","block_type":"box","text":"affected straddle positions, if a Fund makes a non-liquidating distribution of its short-term capital gain, the amount which","page_number":88,"box":{"x":89,"y":528,"width":853,"height":12}},{"id":"8b34a567-a851-4ab9-861e-3979b3abb833","block_type":"box","text":"U.S. shareholders must treat as ordinary income may be increased or decreased substantially as compared to a Fund that did","page_number":88,"box":{"x":89,"y":543,"width":874,"height":12}},{"id":"93b0afe9-0f0c-45e2-b109-e1a7ca0f81b6","block_type":"box","text":"not engage in such transactions.","page_number":88,"box":{"x":89,"y":558,"width":227,"height":12}},{"id":"47f9b3a6-e152-4787-b5ce-0fc8e87cf006","block_type":"box","text":"The FLEX Options included in the portfolio are exchange-traded options. Under Section 1256 of the Internal Revenue Code,","page_number":88,"box":{"x":88,"y":584,"width":862,"height":13}},{"id":"75fd7b13-7d48-48eb-9837-90cb152d82f5","block_type":"box","text":"certain types of exchange-traded options are treated as if they were sold (","page_number":88,"box":{"x":89,"y":599,"width":516,"height":13}},{"id":"ea5d561d-adac-4f52-b9d6-d7233a5e7ec9","block_type":"box","text":"i.e","page_number":88,"box":{"x":606,"y":600,"width":15,"height":9}},{"id":"03f4a7f5-91a4-47cd-b106-71332ed1143c","block_type":"box","text":"., “marked to market”) at the end of each year.","page_number":88,"box":{"x":623,"y":599,"width":322,"height":13}},{"id":"f38d5b5b-d4ee-4791-9fc8-7fb55b925d71","block_type":"box","text":"The Funds do not believe that the positions held by the Funds will be subject to Section 1256, which means that the positions","page_number":88,"box":{"x":88,"y":615,"width":880,"height":12}},{"id":"27d3fc92-66f0-49fb-ae9c-1aff623076e3","block_type":"box","text":"will not be marked to market, but the positions will be subject to the straddle rules.","page_number":88,"box":{"x":88,"y":630,"width":580,"height":12}},{"id":"fb2a0f7b-d65c-4530-9035-b4d87cb10bc0","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":88,"box":{"x":88,"y":656,"width":225,"height":10}},{"id":"1fa42a88-2022-48f8-9104-1542396e32e4","block_type":"box","text":"A Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":88,"box":{"x":322,"y":656,"width":612,"height":13}},{"id":"d9c82d10-972c-451d-8b23-e5ed956f0e01","block_type":"box","text":"options and futures contracts (including options and futures contracts on non-U.S. currencies), to the extent permitted, will","page_number":88,"box":{"x":89,"y":671,"width":865,"height":13}},{"id":"cec71964-12dd-4551-b476-f03de94f849a","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":88,"box":{"x":89,"y":686,"width":848,"height":13}},{"id":"a629740f-0059-4eea-b722-913724afe82b","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":88,"box":{"x":89,"y":702,"width":789,"height":12}},{"id":"14888351-9342-41fb-91e6-71ff3feda850","block_type":"box","text":"i.e","page_number":88,"box":{"x":879,"y":702,"width":15,"height":9}},{"id":"b5219bf7-fca9-4dc0-a0ab-745236a27016","block_type":"box","text":"., may","page_number":88,"box":{"x":895,"y":705,"width":41,"height":9}},{"id":"c34422c2-70ca-4206-b51f-1945c8eac1bb","block_type":"box","text":"affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer Fund losses.","page_number":88,"box":{"x":89,"y":717,"width":856,"height":12}},{"id":"40307752-6093-4be3-b271-ea210a0f567d","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":88,"box":{"x":88,"y":732,"width":856,"height":12}},{"id":"9121facc-7c0f-4259-a1dd-86d16acbbf0e","block_type":"box","text":"(a) will require a Fund to mark-to-market certain types of the positions in its portfolio","page_number":88,"box":{"x":89,"y":747,"width":597,"height":12}},{"id":"72cd2302-fd45-40a9-9d4a-060d6c9dfc3c","block_type":"box","text":"(i.e","page_number":88,"box":{"x":692,"y":747,"width":20,"height":12}},{"id":"d1a3ddd0-5ffb-402a-a3ce-ed35d552b01d","block_type":"box","text":"., treat them as if they were closed","page_number":88,"box":{"x":713,"y":747,"width":239,"height":12}},{"id":"361d2102-2aaa-4b2d-9c77-156f65b83faf","block_type":"box","text":"out at the end of each year) and (b) may cause a Fund to recognize income without receiving cash with which to pay","page_number":88,"box":{"x":89,"y":762,"width":819,"height":12}},{"id":"b71a5384-26ef-4b27-ad28-f11c405646df","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":88,"box":{"x":89,"y":777,"width":876,"height":12}},{"id":"745bf721-64cf-4453-a4f5-a740505e8187","block_type":"box","text":"taxes. Each Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in","page_number":88,"box":{"x":88,"y":792,"width":879,"height":13}},{"id":"9010aef3-80aa-4121-9e07-de3452123dc2","block_type":"box","text":"its books and records when it acquires any zero coupon security, non-U.S. currency, forward contract, option, futures","page_number":88,"box":{"x":89,"y":807,"width":816,"height":13}},{"id":"f4b4a1f7-6f32-4177-82ff-53a5c5c2daa4","block_type":"box","text":"contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Fund as a RIC.","page_number":88,"box":{"x":89,"y":822,"width":870,"height":13}},{"id":"724b2f23-3aaf-4101-8261-6754c776cf0c","block_type":"box","text":"A Fund’s investments in so-called “section 1256 contracts,” such as regulated futures contracts, most non-U.S. currency","page_number":88,"box":{"x":88,"y":849,"width":845,"height":12}},{"id":"ce7717f9-a278-4916-82b3-77b35f1aeddc","block_type":"box","text":"forward contracts traded in the interbank market and options on most security indexes, are subject to special tax rules. All","page_number":88,"box":{"x":88,"y":864,"width":854,"height":12}},{"id":"ec72d6b6-ff36-4e19-8e97-94474f455cda","block_type":"box","text":"74","page_number":88,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5ddd5760-6c6d-4bd3-9e16-5da3ba13e843","block_type":"box","text":"section 1256 contracts held by a Fund at the end of its taxable year are required to be marked to their market value, and any","page_number":89,"box":{"x":89,"y":44,"width":868,"height":12}},{"id":"c522dc43-22c8-4975-a789-d0fc7c306a08","block_type":"box","text":"unrealized gain or loss on those positions will be included in the Fund’s income as if each position had been sold for its fair","page_number":89,"box":{"x":89,"y":59,"width":858,"height":12}},{"id":"f5023b82-93af-4781-97d3-07f622f5eaac","block_type":"box","text":"market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by a","page_number":89,"box":{"x":89,"y":74,"width":844,"height":12}},{"id":"a2a3949b-6799-4212-b282-ffc582b3ad66","block_type":"box","text":"Fund from positions in section 1256 contracts closed during the taxable year. Provided such positions were held as capital","page_number":89,"box":{"x":89,"y":89,"width":853,"height":13}},{"id":"7fd32c2d-149a-4398-aef3-f7210632959e","block_type":"box","text":"assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will be","page_number":89,"box":{"x":89,"y":104,"width":838,"height":13}},{"id":"c109b54e-c1af-4be7-b23e-5be863ac0356","block_type":"box","text":"treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss,","page_number":89,"box":{"x":88,"y":119,"width":860,"height":13}},{"id":"6fe00c36-6104-451d-be9e-e7ffc3e8ff41","block_type":"box","text":"regardless of the period of time the positions were actually held by a Fund.","page_number":89,"box":{"x":89,"y":135,"width":520,"height":12}},{"id":"70ab47ba-e009-4646-ac16-f4f2cc21a3ca","block_type":"box","text":"As a result of entering into swap contracts, a Fund may make or receive periodic net payments. A Fund may also make or","page_number":89,"box":{"x":88,"y":161,"width":849,"height":12}},{"id":"f7c2ef86-1e03-4572-91b8-7ca2ec1d6d74","block_type":"box","text":"receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing","page_number":89,"box":{"x":89,"y":176,"width":808,"height":13}},{"id":"cd768013-9b25-42fc-8497-d5c8f40a267f","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":89,"box":{"x":88,"y":191,"width":864,"height":13}},{"id":"b35373e5-f3cb-4b6f-9eb6-5f688432ea35","block_type":"box","text":"generally result in capital gain or loss (which will be a long-term capital gain or loss if a Fund has been a party to the swap for","page_number":89,"box":{"x":89,"y":206,"width":878,"height":13}},{"id":"d7dd01f8-1f28-4e1d-aa56-834e97a253f9","block_type":"box","text":"more than one year). The cost of any payments made by a Fund on a swap transaction will be netted pro rata against both","page_number":89,"box":{"x":89,"y":222,"width":856,"height":12}},{"id":"8e1e2581-22fc-4c54-ae67-89e67b943da3","block_type":"box","text":"tax exempt and taxable gross income. With respect to certain types of swaps, a Fund may be required to currently recognize","page_number":89,"box":{"x":88,"y":237,"width":869,"height":12}},{"id":"3d359e38-6711-4896-b82d-5ee556b9398d","block_type":"box","text":"income or loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps","page_number":89,"box":{"x":89,"y":252,"width":878,"height":12}},{"id":"de0eca39-e767-405b-81ff-9ec42ff4f3ab","block_type":"box","text":"to market annually for tax purposes as ordinary income or loss.","page_number":89,"box":{"x":88,"y":267,"width":442,"height":12}},{"id":"57ca56e0-c117-4e8b-aa82-ef19fa0d4621","block_type":"box","text":"Qualified Dividend Income.","page_number":89,"box":{"x":89,"y":293,"width":196,"height":11}},{"id":"90aaa52d-52ad-4f06-b5b0-4b45b8673fe4","block_type":"box","text":"Distributions by a Fund of investment company taxable income (including any short-term","page_number":89,"box":{"x":294,"y":293,"width":627,"height":13}},{"id":"460687e2-9080-4703-a551-ccd69cb1c97d","block_type":"box","text":"capital gains), whether received in cash or shares, will be taxable either as ordinary income or as qualified dividend income,","page_number":89,"box":{"x":89,"y":308,"width":861,"height":13}},{"id":"ef2d7595-2a6d-4ce2-83d8-2bd95674d7d0","block_type":"box","text":"which is eligible to be taxed at long-term capital gain rates to the extent a Fund receives qualified dividend income on the","page_number":89,"box":{"x":88,"y":324,"width":850,"height":12}},{"id":"6104c490-b066-468b-a4b8-745b5c152ef0","block_type":"box","text":"securities it holds and a Fund reports the distribution as qualified dividend income. The Funds do not expect that a significant","page_number":89,"box":{"x":89,"y":339,"width":879,"height":12}},{"id":"8c52f28f-76b5-4dd1-baea-8b3945a548aa","block_type":"box","text":"portion of their distributions will consist of qualified dividend income or be eligible for the dividends received deduction.","page_number":89,"box":{"x":89,"y":354,"width":838,"height":12}},{"id":"5e066987-0736-45ac-9099-e7f0f2182241","block_type":"box","text":"Qualified dividend income is, in general, dividend income from taxable U.S. corporations (but generally not from U.S. REITs)","page_number":89,"box":{"x":89,"y":369,"width":862,"height":12}},{"id":"f176fb3b-3b90-48e5-99e4-7bfb369d8a03","block_type":"box","text":"and certain non-U.S. corporations (","page_number":89,"box":{"x":89,"y":384,"width":246,"height":12}},{"id":"0d977029-4c58-43e9-b379-b4afff9a1b6d","block_type":"box","text":"e.g.","page_number":89,"box":{"x":336,"y":387,"width":23,"height":9}},{"id":"57d3247a-cc62-45ea-9e11-315f85211d09","block_type":"box","text":", non-U.S. corporations that are not PFICs and which are incorporated in a possession","page_number":89,"box":{"x":361,"y":384,"width":598,"height":12}},{"id":"5a3f10e9-f51a-40b5-b940-4c4dba70d998","block_type":"box","text":"of the U.S. or in certain countries with a comprehensive tax treaty with the U.S., or the stock of which is readily tradable on an","page_number":89,"box":{"x":89,"y":399,"width":878,"height":13}},{"id":"cb9a4f0c-0939-4206-9cbc-591cfb778126","block_type":"box","text":"established securities market in the U.S. (where the dividends are paid with respect to such stock)). Substitute payments","page_number":89,"box":{"x":89,"y":414,"width":842,"height":13}},{"id":"0b3ccc49-1496-478d-b39c-bef969dafdbe","block_type":"box","text":"received by a Fund for securities lent out by a Fund will not be qualified dividend income.","page_number":89,"box":{"x":89,"y":429,"width":620,"height":13}},{"id":"c23e302b-2870-4373-8f42-9696bd735fa4","block_type":"box","text":"A dividend from a Fund will not be treated as qualified dividend income to the extent that: (i) the shareholder has not held","page_number":89,"box":{"x":88,"y":456,"width":855,"height":12}},{"id":"bfd25ee2-3da9-424e-96a3-b1061ea655be","block_type":"box","text":"the shares on which the dividend was paid for 61 days during the 121-day period that begins on the date that is 60 days","page_number":89,"box":{"x":88,"y":471,"width":838,"height":12}},{"id":"13c484f2-59b4-4d43-b1a5-05552e770837","block_type":"box","text":"before the date on which the shares become ex-dividend with respect to such dividend or a Fund fails to satisfy those","page_number":89,"box":{"x":89,"y":486,"width":823,"height":12}},{"id":"1734dd97-506f-486b-9011-a4ec19f3c921","block_type":"box","text":"holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder (or,","page_number":89,"box":{"x":89,"y":501,"width":866,"height":13}},{"id":"72204d88-8f4d-4ff3-a34e-d0e33a9df3f2","block_type":"box","text":"in the case of certain preferred stocks, the holding requirement of 91 days during the 181-day period beginning on the date","page_number":89,"box":{"x":89,"y":516,"width":860,"height":13}},{"id":"9992da62-cf93-4fc5-b6ce-963867a2d84f","block_type":"box","text":"that is 90 days before the date on which the stock becomes ex-dividend with respect to such dividend); (ii) a Fund or the","page_number":89,"box":{"x":88,"y":531,"width":847,"height":13}},{"id":"2b7d9471-6462-43c4-8aed-6586ad8cf3c8","block_type":"box","text":"shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to","page_number":89,"box":{"x":89,"y":547,"width":872,"height":12}},{"id":"ec1f1780-6c32-4981-a5c6-a0347282d43d","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":89,"box":{"x":89,"y":562,"width":843,"height":12}},{"id":"4ab5d452-62b2-402c-87bd-a1dbba5b5ce5","block_type":"box","text":"Section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by a Fund from a REIT or another RIC may be treated","page_number":89,"box":{"x":88,"y":577,"width":867,"height":12}},{"id":"e13b61df-c9e4-4169-84aa-c450b2013875","block_type":"box","text":"as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend income","page_number":89,"box":{"x":89,"y":592,"width":825,"height":12}},{"id":"2943d7d5-82e9-4809-804a-1658c10857de","block_type":"box","text":"received by such REIT or other RIC. It is expected that dividends received by a Fund from a REIT and distributed to a","page_number":89,"box":{"x":89,"y":607,"width":807,"height":12}},{"id":"c8062b9f-a25d-4b80-a784-d95401ecb074","block_type":"box","text":"shareholder generally will be taxable to the shareholder as ordinary income. However, a non-corporate taxpayer who is a","page_number":89,"box":{"x":89,"y":622,"width":843,"height":12}},{"id":"d40a3522-10e0-4330-a1d2-dd043bb7934f","block_type":"box","text":"direct REIT shareholder may claim a 20% “qualified business income” deduction for ordinary REIT dividends, and a RIC may","page_number":89,"box":{"x":89,"y":637,"width":864,"height":13}},{"id":"d207a2e2-a741-4415-ae4a-7de4189d4122","block_type":"box","text":"report dividends as eligible for this deduction to the extent the RIC’s income is derived from ordinary REIT dividends (reduced","page_number":89,"box":{"x":89,"y":652,"width":877,"height":13}},{"id":"02f97d94-2ab0-45b0-8059-c1cda2639f59","block_type":"box","text":"by allocable RIC expenses). A shareholder may treat the dividends as such provided the RIC and the shareholder satisfy","page_number":89,"box":{"x":89,"y":668,"width":832,"height":12}},{"id":"7eb70fd0-d38e-4818-bec7-809f50c3960f","block_type":"box","text":"applicable holding period requirements. Distributions by a Fund of its net short-term capital gains will be taxable as ordinary","page_number":89,"box":{"x":89,"y":683,"width":870,"height":12}},{"id":"4ce5c8b2-18bb-459a-938b-f10c429cad63","block_type":"box","text":"income.","page_number":89,"box":{"x":89,"y":699,"width":54,"height":8}},{"id":"395332b9-d0a3-447f-b0e6-43b63005614b","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":89,"box":{"x":89,"y":724,"width":300,"height":13}},{"id":"3a0ae9d3-0f85-40fc-bfa1-f87d2ea1288a","block_type":"box","text":"Dividends paid by a Fund that are attributable to dividends received by the Fund","page_number":89,"box":{"x":399,"y":724,"width":557,"height":13}},{"id":"e4a3fb50-708f-4fa4-b8c2-fee9ecc5ea91","block_type":"box","text":"from the Underlying Funds and that are attributable to dividends paid by U.S. corporations may qualify for the U.S. federal","page_number":89,"box":{"x":88,"y":739,"width":850,"height":13}},{"id":"a88c6291-6d83-4a06-8781-f17ba0e9a755","block_type":"box","text":"dividends received deduction for corporations. A 46-day minimum holding period during the 90-day period that begins 45","page_number":89,"box":{"x":89,"y":754,"width":856,"height":13}},{"id":"d66b225d-efdc-40e7-a9e4-eaa37cc83152","block_type":"box","text":"days prior to ex-dividend date (or 91-day minimum holding period during the 180 period beginning 90 days prior to ex","page_number":89,"box":{"x":89,"y":770,"width":835,"height":12}},{"id":"2bf33d55-3b99-47f0-97cd-0fd9bf07c26c","block_type":"box","text":"dividend date for certain preference dividends) during which risk of loss may not be diminished is required for the applicable","page_number":89,"box":{"x":89,"y":785,"width":870,"height":12}},{"id":"c79eafc5-bea5-4895-8e14-08407cec4a2d","block_type":"box","text":"shares, at the Fund level, the Underlying Fund level and shareholder level, for a dividend to be eligible for the dividends","page_number":89,"box":{"x":89,"y":800,"width":827,"height":12}},{"id":"4a8586ee-dc50-4f03-8292-c6c31e582fc2","block_type":"box","text":"received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable to the investment.","page_number":89,"box":{"x":89,"y":815,"width":802,"height":12}},{"id":"7e8d3066-d456-42b8-9ee4-c0e9e1a3b936","block_type":"box","text":"75","page_number":89,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"e130804d-9f39-4c40-9ff3-b1b217957734","block_type":"box","text":"Excess Inclusion Income.","page_number":90,"box":{"x":89,"y":44,"width":180,"height":10}},{"id":"505b33d5-091c-4c54-a92b-87d3cd51db39","block_type":"box","text":"Under current law, the Funds serve to block unrelated business taxable income (“UBTI”) from","page_number":90,"box":{"x":278,"y":44,"width":652,"height":12}},{"id":"4458576f-a168-48f0-a7eb-c52ec8bc0c15","block_type":"box","text":"being realized by their tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI","page_number":90,"box":{"x":89,"y":59,"width":872,"height":12}},{"id":"5b97e410-680e-4c0a-a51c-1e6545b4411a","block_type":"box","text":"by virtue of its investment in a Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt","page_number":90,"box":{"x":89,"y":74,"width":859,"height":12}},{"id":"719f995a-1fd4-4f14-ac78-ae3f7d68eceb","block_type":"box","text":"shareholder within the meaning of Section 514(b) of the Internal Revenue Code. Certain types of income received by the","page_number":90,"box":{"x":89,"y":89,"width":840,"height":13}},{"id":"b6617068-c5e8-4719-9bfa-6e5d704c39fc","block_type":"box","text":"Underlying Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may","page_number":90,"box":{"x":89,"y":104,"width":855,"height":13}},{"id":"10f92b70-2fc9-48e9-8257-3f4af5b40b35","block_type":"box","text":"cause the Fund to report some or all of its distributions as “excess inclusion income.” To Fund shareholders, such excess","page_number":90,"box":{"x":89,"y":119,"width":842,"height":13}},{"id":"06fb00ea-5bea-4bc3-841c-9f5229b5540c","block_type":"box","text":"inclusion income may: (i) constitute taxable income, as UBTI for those shareholders who would otherwise be tax-exempt","page_number":90,"box":{"x":89,"y":135,"width":847,"height":12}},{"id":"eacda50a-1186-45b8-874f-9f3c9a8b452d","block_type":"box","text":"such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not","page_number":90,"box":{"x":89,"y":150,"width":859,"height":12}},{"id":"4d198607-6490-48e1-8030-58afaf6ffd80","block_type":"box","text":"be offset by otherwise allowable deductions for tax purposes; (iii) not be eligible for reduced U.S. withholding for non-U.S.","page_number":90,"box":{"x":89,"y":165,"width":850,"height":12}},{"id":"ce087d86-de46-4f64-aafc-360f0cac61b4","block_type":"box","text":"shareholders even from tax treaty countries; and (iv) cause the Fund or Underlying Fund to be subject to tax if certain","page_number":90,"box":{"x":89,"y":180,"width":822,"height":12}},{"id":"d05b7446-9501-48d5-b84a-c85472716fa5","block_type":"box","text":"“disqualified organizations,” as defined by the Internal Revenue Code, are Fund shareholders. If a charitable remainder","page_number":90,"box":{"x":89,"y":195,"width":824,"height":12}},{"id":"dcc12365-987b-4ca3-b508-fb71c65cb239","block_type":"box","text":"annuity trust or a charitable remainder unitrust (each as defined in Section 664 of the Internal Revenue Code) has UBTI for a","page_number":90,"box":{"x":89,"y":210,"width":869,"height":13}},{"id":"d635d503-c9d2-4f5c-b5c3-b3fd39d2f422","block_type":"box","text":"taxable year, a 100% excise tax on the UBTI is imposed on the trust.","page_number":90,"box":{"x":88,"y":225,"width":473,"height":13}},{"id":"898712d4-b021-40b5-8722-1207002dc2eb","block_type":"box","text":"A Fund tries to avoid investing in REITs that are expected to generate excess inclusion income, but a Fund may not always be","page_number":90,"box":{"x":88,"y":252,"width":874,"height":12}},{"id":"2a5d7e4f-2275-49d9-afaa-a46a660a1853","block_type":"box","text":"successful in doing so. Because information about a REIT’s investments may be inadequate or inaccurate, or because a REIT","page_number":90,"box":{"x":89,"y":267,"width":868,"height":12}},{"id":"3200cff8-3ea5-42bb-8e18-72d7564047c3","block_type":"box","text":"may change its investment program, a Fund may not be successful in avoiding the consequences described above.","page_number":90,"box":{"x":89,"y":282,"width":802,"height":12}},{"id":"9486f699-6a86-4136-aaee-f26a7d713762","block_type":"box","text":"Avoidance of investments in REITs that generate excess inclusion income may require a Fund to forego otherwise attractive","page_number":90,"box":{"x":88,"y":297,"width":863,"height":12}},{"id":"05f6229d-af90-4aa6-af6c-bb53e473dd4e","block_type":"box","text":"investment opportunities.","page_number":90,"box":{"x":89,"y":313,"width":179,"height":12}},{"id":"7bf1efd3-853d-4dfe-9930-d8a165b759e0","block_type":"box","text":"Reporting.","page_number":90,"box":{"x":89,"y":339,"width":74,"height":12}},{"id":"93edbdb1-a66a-4aa2-b585-8e161f488f5c","block_type":"box","text":"If a shareholder recognizes a loss with respect to a Fund’s shares of $2 million or more for an individual","page_number":90,"box":{"x":173,"y":339,"width":720,"height":12}},{"id":"bc4ecb8d-284e-4a2e-bec2-59cfecc9de3e","block_type":"box","text":"shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement","page_number":90,"box":{"x":89,"y":354,"width":871,"height":12}},{"id":"628129ab-339b-4fba-bda9-34bb857a10c8","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":90,"box":{"x":89,"y":369,"width":855,"height":12}},{"id":"2196be5d-e4ab-490d-abec-ee714367a3d3","block_type":"box","text":"but under current guidance, shareholders of a RIC are not exempted. The fact that a loss is reportable under these","page_number":90,"box":{"x":89,"y":384,"width":797,"height":12}},{"id":"42dc7bcc-23bd-482c-8d95-9bbe26902866","block_type":"box","text":"regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders","page_number":90,"box":{"x":89,"y":399,"width":851,"height":13}},{"id":"1909d7c2-875a-4e19-ac09-549b33bfedc1","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":90,"box":{"x":89,"y":414,"width":868,"height":13}},{"id":"5a3c99cb-abb6-4f8e-bc13-e93a6c3b4531","block_type":"box","text":"Other Taxes.","page_number":90,"box":{"x":89,"y":441,"width":89,"height":10}},{"id":"d546adc6-001c-4b66-9257-8c593a037c18","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":90,"box":{"x":188,"y":441,"width":758,"height":12}},{"id":"81f42009-d3e4-4189-a215-5897be4f5889","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":90,"box":{"x":88,"y":456,"width":414,"height":12}},{"id":"43cce895-16c9-42b6-8fcf-be2b86d7f5a1","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":90,"box":{"x":88,"y":482,"width":252,"height":10}},{"id":"a5e0bc99-26ec-4fda-87da-0dc5d5ada563","block_type":"box","text":"Dividends paid by a Fund to non-U.S. shareholders are generally subject to withholding","page_number":90,"box":{"x":350,"y":482,"width":608,"height":13}},{"id":"e0696df8-84b3-4bfa-a143-382f86b324dc","block_type":"box","text":"tax at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from investment income","page_number":90,"box":{"x":88,"y":497,"width":879,"height":13}},{"id":"4a988535-9985-494e-b0aa-fae82462a1e4","block_type":"box","text":"and short-term capital gains. Dividends paid by a Fund from net tax-exempt income or long-term capital gains are generally","page_number":90,"box":{"x":89,"y":513,"width":869,"height":12}},{"id":"1390fef5-a298-45a1-a905-0590a54299e8","block_type":"box","text":"not subject to such withholding tax. In order to obtain a reduced rate of withholding, a non-U.S. shareholder will be required","page_number":90,"box":{"x":89,"y":528,"width":869,"height":12}},{"id":"44c865da-7dcb-459b-a6c8-f36daa1e5f78","block_type":"box","text":"to provide an IRS Form W-8BEN or IRS Form W-8BEN-E certifying its entitlement to benefits under a treaty. The withholding","page_number":90,"box":{"x":88,"y":543,"width":864,"height":12}},{"id":"a2446d97-c3f1-4c91-9959-2345f99c8eec","block_type":"box","text":"tax does not apply to regular dividends paid to a non-U.S. shareholder who provides an IRS Form W-8ECI, certifying that the","page_number":90,"box":{"x":88,"y":558,"width":868,"height":12}},{"id":"635d41de-5a93-4052-ab7d-a3175c40c2e0","block_type":"box","text":"dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or business within the U.S. Instead,","page_number":90,"box":{"x":89,"y":573,"width":852,"height":12}},{"id":"7890e4a1-6e45-4aff-9c33-c3ce91714c05","block_type":"box","text":"the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. shareholder were a U.S.","page_number":90,"box":{"x":88,"y":588,"width":828,"height":12}},{"id":"cb237c00-0d82-4877-a488-0fd03da6452b","block_type":"box","text":"shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch","page_number":90,"box":{"x":89,"y":603,"width":837,"height":13}},{"id":"c9c20863-d2e2-44d6-bc11-a0bb9b075c89","block_type":"box","text":"profits tax” imposed at a rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to provide an IRS Form W-8BEN,","page_number":90,"box":{"x":89,"y":618,"width":876,"height":13}},{"id":"8b79a1d8-d9d1-4a60-92e7-6c220d75e2ab","block_type":"box","text":"IRS Form W-8BEN-E or other applicable form may be subject to backup withholding at the appropriate rate.","page_number":90,"box":{"x":89,"y":633,"width":751,"height":13}},{"id":"c68419d8-942f-4aa1-b571-01bd5dd2ab87","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the","page_number":90,"box":{"x":89,"y":660,"width":860,"height":12}},{"id":"99e381b5-2d89-4158-90f9-fb5db07fd4b3","block_type":"box","text":"Fund’s “qualified net interest income” (generally, the Fund’s U.S. source interest income, other than certain contingent","page_number":90,"box":{"x":89,"y":675,"width":827,"height":12}},{"id":"87c7aaa0-def1-44d0-ab54-f101d360214d","block_type":"box","text":"interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder or","page_number":90,"box":{"x":89,"y":690,"width":835,"height":13}},{"id":"f7af5bd9-cd8d-48de-9371-9155b55e1b70","block_type":"box","text":"partner, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Fund’s “qualified short-term","page_number":90,"box":{"x":89,"y":705,"width":867,"height":13}},{"id":"3fdc4f0d-b011-473c-be90-a2e865b97b16","block_type":"box","text":"capital gains” (generally, the excess of the Fund’s net short-term capital gain over the Fund’s long-term capital loss for such","page_number":90,"box":{"x":89,"y":720,"width":866,"height":13}},{"id":"6a0a78bc-0a35-4bb5-a1e1-92621332cff5","block_type":"box","text":"taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible","page_number":90,"box":{"x":88,"y":736,"width":837,"height":12}},{"id":"ebad33a5-6f4a-4970-97b0-7cde984cd67c","block_type":"box","text":"dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole","page_number":90,"box":{"x":89,"y":751,"width":870,"height":12}},{"id":"9d52d4c2-9931-49d7-acd2-37219a46aaad","block_type":"box","text":"or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non","page_number":90,"box":{"x":89,"y":766,"width":856,"height":12}},{"id":"608fc92a-7108-4a46-992b-ccfd7a68c88c","block_type":"box","text":"U.S. shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in","page_number":90,"box":{"x":89,"y":781,"width":853,"height":12}},{"id":"54aa5059-b789-4af1-b13d-034c8f56a9bc","block_type":"box","text":"general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E or substitute Form). In the case of shares held through an","page_number":90,"box":{"x":89,"y":796,"width":838,"height":12}},{"id":"c8dbafe4-004d-4557-835a-ad4b56729ef1","block_type":"box","text":"intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or","page_number":90,"box":{"x":89,"y":811,"width":818,"height":12}},{"id":"e677650a-64e9-4520-a0d6-82d699483880","block_type":"box","text":"qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of","page_number":90,"box":{"x":89,"y":826,"width":878,"height":13}},{"id":"afb97c8d-a87e-4395-a8c6-9dece345dd13","block_type":"box","text":"these rules to their accounts.","page_number":90,"box":{"x":88,"y":841,"width":203,"height":10}},{"id":"55411e5d-62e0-451b-b8c4-d924d88b3d51","block_type":"box","text":"76","page_number":90,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"3cdb301d-e154-4096-8567-63bad15eac4a","block_type":"box","text":"Special rules may apply to a foreign shareholder receiving a Fund distribution if at least 50% of the Fund’s assets consist of","page_number":91,"box":{"x":88,"y":44,"width":862,"height":12}},{"id":"152a0067-b810-490c-9e7b-74af13933d93","block_type":"box","text":"interests in U.S. real property interests, including certain REITs and U.S. real property holding corporations (as defined in the","page_number":91,"box":{"x":89,"y":59,"width":864,"height":12}},{"id":"74950435-4a7e-4944-b3f9-ed79c9c6e868","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":91,"box":{"x":89,"y":74,"width":850,"height":12}},{"id":"9be97626-0746-4e70-8976-5e1aa0ae9484","block_type":"box","text":"U.S. real property interest will be taxable as ordinary dividends and subject to withholding at a 30% or lower treaty rate if the","page_number":91,"box":{"x":89,"y":89,"width":870,"height":13}},{"id":"9a514177-51c4-41f8-8cb1-596e214affda","block_type":"box","text":"foreign shareholder held no more than 5% of the Fund’s shares at any time during the one-year period ending on the date of","page_number":91,"box":{"x":88,"y":104,"width":875,"height":13}},{"id":"7f5b50bf-3a1d-4481-ad1d-6f7aa1e9b71d","block_type":"box","text":"the distribution. If the foreign shareholder held more than 5% of the Fund’s shares, the distribution would be treated as","page_number":91,"box":{"x":88,"y":119,"width":835,"height":13}},{"id":"bf5b99f6-de02-430b-aca6-1add4f6038c2","block_type":"box","text":"income effectively connected with a trade or business within the U.S. and the foreign shareholder would be subject to","page_number":91,"box":{"x":89,"y":135,"width":822,"height":12}},{"id":"c914ba4e-4cdf-4ffb-8c44-77eb39a98e47","block_type":"box","text":"withholding tax at a rate of 21% and would generally be required to file a U.S. federal income tax return.","page_number":91,"box":{"x":88,"y":150,"width":726,"height":12}},{"id":"80907148-1507-45e0-b04f-78181c9ddc8e","block_type":"box","text":"Similar consequences would generally apply to a foreign shareholder’s gain on the sale of Fund shares unless the Fund is","page_number":91,"box":{"x":88,"y":176,"width":846,"height":13}},{"id":"488f17fc-723c-498a-ac5c-b25c95c04177","block_type":"box","text":"domestically controlled (meaning that more than 50% of the value of the Fund’s shares is held by U.S. shareholders) or the","page_number":91,"box":{"x":89,"y":191,"width":860,"height":13}},{"id":"a62447e8-f453-4268-b643-a2e68154ad34","block_type":"box","text":"foreign shareholder owns no more than 5% of the Fund’s shares at any time during the five-year period ending on the date of","page_number":91,"box":{"x":88,"y":206,"width":881,"height":13}},{"id":"1b77cfd7-020f-49f9-9117-d1ce3a2b3608","block_type":"box","text":"sale. Finally, a domestically controlled Fund may be required to recognize a portion of its gain on the in-kind distribution of","page_number":91,"box":{"x":89,"y":222,"width":857,"height":12}},{"id":"9db5e6b3-80fa-4d11-90d0-6f139c70f4d6","block_type":"box","text":"certain U.S. real property interests. Shareholders that are nonresident aliens or foreign entities are urged to consult their own","page_number":91,"box":{"x":89,"y":237,"width":870,"height":12}},{"id":"b61beab1-1884-4376-b574-015a4dc581df","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":91,"box":{"x":88,"y":252,"width":664,"height":12}},{"id":"b6ad52da-bf89-4d33-8f9b-7710ad78aae6","block_type":"box","text":"A foreign shareholder also may be subject to certain “wash sale” rules to prevent the avoidance of the tax filing and payment","page_number":91,"box":{"x":88,"y":278,"width":874,"height":13}},{"id":"7e0ee5c6-9047-4744-be4f-f1ecf7af3225","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":91,"box":{"x":89,"y":293,"width":539,"height":13}},{"id":"62aa2035-b1fb-44fd-941b-5d513be39a5d","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":91,"box":{"x":88,"y":320,"width":825,"height":12}},{"id":"9385097e-aaa6-489b-93f3-84d7e8971443","block_type":"box","text":"particular tax consequences to them of an investment in a Fund.","page_number":91,"box":{"x":89,"y":335,"width":450,"height":12}},{"id":"6c87c43c-1add-4495-a4ff-56f9d154c9b3","block_type":"box","text":"Separately, a 30% withholding tax is currently imposed on U.S.-source dividends, interest and other income items paid to: (i)","page_number":91,"box":{"x":88,"y":361,"width":871,"height":13}},{"id":"001f20be-6e29-47f8-bab3-b5e16e477281","block_type":"box","text":"foreign financial institutions, including non-U.S. investment funds, unless they agree to collect and disclose to the IRS","page_number":91,"box":{"x":88,"y":376,"width":822,"height":13}},{"id":"b7ec2048-294d-4d06-a5b7-a3ca5aec8b11","block_type":"box","text":"information regarding their direct and indirect U.S. account holders; and (ii) certain other foreign entities, unless they certify","page_number":91,"box":{"x":89,"y":392,"width":866,"height":12}},{"id":"05260523-d797-43f8-9132-48602b456fb7","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":91,"box":{"x":89,"y":407,"width":846,"height":12}},{"id":"629f864e-6d68-461b-ab95-8f1df6ce15e6","block_type":"box","text":"need to: (i) enter into agreements with the IRS that state that they will provide the IRS information, including the names,","page_number":91,"box":{"x":89,"y":422,"width":841,"height":12}},{"id":"3ca6fc0f-78d4-4d84-a030-3874d63c260f","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":91,"box":{"x":89,"y":437,"width":817,"height":12}},{"id":"d847d9fd-60c2-46a9-a727-04b857af80fe","block_type":"box","text":"procedures with respect to the identification of U.S. accounts; report to the IRS certain information with respect to U.S.","page_number":91,"box":{"x":89,"y":452,"width":830,"height":12}},{"id":"7ccb9c8c-9166-413f-a9bb-923d0c0e5b19","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":91,"box":{"x":89,"y":467,"width":861,"height":13}},{"id":"0a29aaca-7f98-4fbe-93af-3792c50485b9","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":91,"box":{"x":89,"y":482,"width":835,"height":13}},{"id":"fca6085d-9d6e-423a-88b3-5c1cb88eff97","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":91,"box":{"x":89,"y":497,"width":873,"height":13}},{"id":"c04810df-a757-4c26-98a1-14b8a2abde6d","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":91,"box":{"x":89,"y":513,"width":849,"height":12}},{"id":"b8d1913b-20fd-4d05-a708-6d929c22bf3c","block_type":"box","text":"and taxpayer identification number of each substantial U.S. owner or provide certifications of no substantial U.S. ownership","page_number":91,"box":{"x":89,"y":528,"width":862,"height":12}},{"id":"31912047-fe3d-47f2-9439-a3a26012db44","block_type":"box","text":"unless certain exceptions apply.","page_number":91,"box":{"x":89,"y":543,"width":220,"height":12}},{"id":"4d60ea81-123d-4d8c-9f4c-c37f47465829","block_type":"box","text":"Shares of a Fund held by a non-U.S. shareholder at death will be considered situated within the U.S. and subject to the U.S.","page_number":91,"box":{"x":88,"y":569,"width":857,"height":13}},{"id":"9e1dc0aa-7e08-41bd-b66e-e50938d6748c","block_type":"box","text":"estate tax.","page_number":91,"box":{"x":89,"y":586,"width":70,"height":8}},{"id":"3fc48aba-bda1-461d-bbf3-8ea8d0a6f42d","block_type":"box","text":"The foregoing discussion is a summary of certain material U.S. federal income tax considerations only and is not intended as","page_number":91,"box":{"x":88,"y":611,"width":872,"height":12}},{"id":"6975b27a-af6b-48fe-9e33-8bc2ed83c188","block_type":"box","text":"a substitute for careful tax planning. Purchasers of shares should consult their own tax advisors as to the tax consequences","page_number":91,"box":{"x":89,"y":626,"width":864,"height":12}},{"id":"ed3486f5-8fc3-4dd4-8d71-ffddbd514dbb","block_type":"box","text":"of investing in such shares, including consequences under state, local and non-U.S. tax laws. Finally, the foregoing discussion","page_number":91,"box":{"x":89,"y":641,"width":874,"height":12}},{"id":"41cafa56-be7e-440f-912f-9bea03fa0514","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":91,"box":{"x":89,"y":656,"width":782,"height":13}},{"id":"520fb89a-973f-4521-8dad-aa7a48a7b2bd","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":91,"box":{"x":89,"y":671,"width":826,"height":13}},{"id":"a5dbad19-6092-4083-b548-81e11141ec22","block_type":"box","text":"discussed above, and such changes often occur.","page_number":91,"box":{"x":89,"y":686,"width":336,"height":13}},{"id":"e979d505-0ead-4cea-963a-b0a3b21d1bc3","block_type":"box","text":"Financial Statements","page_number":91,"box":{"x":91,"y":717,"width":348,"height":23}},{"id":"d376b80d-dd5d-4389-bb14-925183cd110e","block_type":"box","text":"Each Fund’s audited Financial Statements, including the Financial Highlights, appearing in the applicable Annual Report to","page_number":91,"box":{"x":89,"y":758,"width":855,"height":13}},{"id":"005d6844-0195-4807-8453-aabb609c1a57","block_type":"box","text":"Shareholders and the report therein of PricewaterhouseCoopers LLP, an independent registered public accounting firm, are","page_number":91,"box":{"x":88,"y":773,"width":861,"height":13}},{"id":"ae1e6785-72ab-433e-9f63-009e0cc1de51","block_type":"box","text":"hereby incorporated by reference in this SAI. The applicable Annual Report to Shareholders, which contains the referenced","page_number":91,"box":{"x":89,"y":788,"width":855,"height":13}},{"id":"de318f9c-57a5-4367-854e-d785ccc4402e","block_type":"box","text":"audited financial statements, is available upon request and without charge.","page_number":91,"box":{"x":89,"y":804,"width":524,"height":12}},{"id":"fb0f135b-5874-453e-8430-1dc79b401874","block_type":"box","text":"77","page_number":91,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d5d84c20-30fa-47ab-8192-c8fdf1936936","block_type":"box","text":"Miscellaneous Information","page_number":92,"box":{"x":90,"y":44,"width":446,"height":24}},{"id":"0953bf9f-b5e4-4adb-b479-09a7d075ac30","block_type":"box","text":"Counsel.","page_number":92,"box":{"x":89,"y":85,"width":61,"height":10}},{"id":"2fbafdac-84ef-4ea8-afe8-e93c1a0edaaf","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":92,"box":{"x":159,"y":85,"width":733,"height":13}},{"id":"6853974e-ff5e-4142-b7b2-55693642a314","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":92,"box":{"x":89,"y":112,"width":349,"height":12}},{"id":"c73dd970-4b33-4b79-8ef3-b4d1e777ea18","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":92,"box":{"x":448,"y":112,"width":488,"height":12}},{"id":"215f2916-6960-4a42-a08c-530e97274dd6","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Funds’","page_number":92,"box":{"x":89,"y":127,"width":867,"height":12}},{"id":"a19971c8-03ff-4be3-9acf-c4da597709dc","block_type":"box","text":"financial statements, and may perform other services.","page_number":92,"box":{"x":88,"y":142,"width":377,"height":12}},{"id":"16fd1acf-6be0-4337-ba52-fff8c63f5eef","block_type":"box","text":"Shareholder Communications to the Board.","page_number":92,"box":{"x":88,"y":169,"width":313,"height":9}},{"id":"12a5f339-9ad7-468d-b247-febb418880bd","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":92,"box":{"x":409,"y":169,"width":555,"height":12}},{"id":"76900395-31ff-4884-8459-72c22b87468e","block_type":"box","text":"Board. Shareholders may contact the Board by mail. Correspondence should be addressed to iShares Board of Trustees, c/o","page_number":92,"box":{"x":89,"y":184,"width":863,"height":12}},{"id":"42158d0e-0b0c-4c4b-b94e-7fd19f9f342f","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":92,"box":{"x":89,"y":199,"width":796,"height":11}},{"id":"87354d4a-3cea-4b1b-8a85-830a09f8e828","block_type":"box","text":"communications to the Board should include the following information: (i) the name and address of the shareholder; (ii) the","page_number":92,"box":{"x":89,"y":214,"width":868,"height":12}},{"id":"0032719d-fbde-458d-8d98-e6363778d456","block_type":"box","text":"number of shares owned by the shareholder; (iii) the Fund(s) of which the shareholder owns shares; and (iv) if these shares","page_number":92,"box":{"x":89,"y":229,"width":863,"height":12}},{"id":"2ae6e858-6243-4902-b3df-9708bf60b7bc","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":92,"box":{"x":89,"y":244,"width":814,"height":13}},{"id":"b5a94475-a9f7-432a-bd73-41530d929e11","block_type":"box","text":"intermediary or other record owner. All correspondence received as set forth above shall be reviewed by the Secretary of the","page_number":92,"box":{"x":89,"y":259,"width":867,"height":13}},{"id":"3e670e8f-4ee5-4ce5-af12-ed73140caeea","block_type":"box","text":"Trust and reported to the Board.","page_number":92,"box":{"x":88,"y":274,"width":224,"height":13}},{"id":"f341805f-c238-4f84-a7a9-be111e508e88","block_type":"box","text":"Investors’ Rights.","page_number":92,"box":{"x":89,"y":301,"width":122,"height":12}},{"id":"b75688c3-d219-4e91-929a-08c9116c1d63","block_type":"box","text":"Each Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":92,"box":{"x":221,"y":301,"width":668,"height":12}},{"id":"8a285bdb-2495-4b57-9cf0-e3a6295bd627","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":92,"box":{"x":89,"y":316,"width":859,"height":12}},{"id":"d13d4f63-0b73-49ed-b226-50c2c937965f","block_type":"box","text":"out in this SAI. Investors who acquire shares of a Fund are not parties to the relevant agreement with these service providers","page_number":92,"box":{"x":89,"y":331,"width":869,"height":12}},{"id":"ea3e47db-bacf-4752-87b5-b17a6dec9a98","block_type":"box","text":"and do not have express contractual rights against the Fund or its service providers, except certain institutional investors that","page_number":92,"box":{"x":89,"y":346,"width":876,"height":13}},{"id":"fba70778-1797-46ba-9794-4281cc3a49fb","block_type":"box","text":"are Authorized Participants may have certain express contractual rights with respect to the Distributor under the terms of the","page_number":92,"box":{"x":89,"y":361,"width":876,"height":13}},{"id":"a602defa-a321-4d70-a648-d9581bcea457","block_type":"box","text":"relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law against a Fund","page_number":92,"box":{"x":89,"y":376,"width":865,"height":13}},{"id":"5f00a7f1-f932-47f6-a49b-ca4c91b501ee","block_type":"box","text":"or its service providers. In the event that an investor considers that it may have a claim against a Fund, or against any service","page_number":92,"box":{"x":89,"y":392,"width":870,"height":12}},{"id":"bf8b6869-733e-4228-9d92-7692805c95e3","block_type":"box","text":"provider in connection with its investment in a Fund, such investor should consult its own legal advisor.","page_number":92,"box":{"x":89,"y":407,"width":722,"height":12}},{"id":"6fb70620-3f9a-43d8-9f76-eea6a176ad9a","block_type":"box","text":"By contract, Authorized Participants irrevocably submit to the non-exclusive jurisdiction of any New York State or U.S. federal","page_number":92,"box":{"x":89,"y":433,"width":872,"height":13}},{"id":"823cfbe9-8923-4dc3-9db8-f15bdd3d8925","block_type":"box","text":"court sitting in New York City over any suit, action or proceeding arising out of or relating to the Authorized Participant","page_number":92,"box":{"x":89,"y":448,"width":829,"height":13}},{"id":"eecf41a5-d1d5-4272-97cf-7c6032d94317","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":92,"box":{"x":88,"y":463,"width":828,"height":13}},{"id":"296db66b-9ae8-4b65-af6e-d328310e6029","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":92,"box":{"x":89,"y":479,"width":567,"height":12}},{"id":"191a27a2-414d-4ff0-9f16-c51008c9391d","block_type":"box","text":"78","page_number":92,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8fbc8ddd-3851-44ee-a150-6492efadd1ac","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":93,"box":{"x":88,"y":44,"width":578,"height":30}},{"id":"da14ed75-8692-4eda-8f2e-63de3709d480","block_type":"box","text":"A-1","page_number":93,"box":{"x":515,"y":894,"width":23,"height":9}},{"id":"57f5597f-bbc2-4b23-b81e-6d47e1cde49d","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":94,"box":{"x":122,"y":44,"width":812,"height":30}},{"id":"90b11498-f1b8-40f1-9bc9-4875c6434595","block_type":"box","text":"Proxy Voting Policy","page_number":94,"box":{"x":364,"y":77,"width":331,"height":30}},{"id":"c99e1cea-5c4c-4e09-b17e-56aff4105056","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":94,"box":{"x":88,"y":121,"width":484,"height":12}},{"id":"64e4295b-d448-4d2e-ab0b-8d099ba2e607","block_type":"box","text":"Effective Date: January 1, 2025","page_number":94,"box":{"x":89,"y":147,"width":218,"height":13}},{"id":"f42c6d02-5c96-4f9a-ad4f-928368a8476d","block_type":"box","text":"________________________________________","page_number":94,"box":{"x":88,"y":184,"width":326,"height":1}},{"id":"76d0528d-0164-4bc5-a3b9-338bc282eb65","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":94,"box":{"x":88,"y":200,"width":507,"height":12}},{"id":"5444f19f-a18a-4713-b1b6-683a6376d0d7","block_type":"box","text":"□","page_number":94,"box":{"x":89,"y":227,"width":14,"height":12}},{"id":"6f0eb0fa-0a51-4ad9-9fda-7b5052955ca7","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":94,"box":{"x":110,"y":227,"width":391,"height":12}},{"id":"1694c87d-2616-4d31-b209-bcc800c07bba","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":94,"box":{"x":109,"y":253,"width":596,"height":12}},{"id":"4e9e25d7-242c-4132-895a-22d693f81125","block_type":"box","text":"□","page_number":94,"box":{"x":89,"y":280,"width":14,"height":11}},{"id":"8799374e-c148-4242-b544-595962409990","block_type":"box","text":"Money Market Funds","page_number":94,"box":{"x":109,"y":279,"width":148,"height":13}},{"id":"e5e5d658-36b8-488d-a1f4-297baa66f5df","block_type":"box","text":"□","page_number":94,"box":{"x":89,"y":307,"width":14,"height":11}},{"id":"db946f79-38aa-4965-bf70-f535b3c9e261","block_type":"box","text":"Closed-End Funds","page_number":94,"box":{"x":109,"y":306,"width":126,"height":10}},{"id":"89965ca2-0d59-48e2-923a-7592110338a0","block_type":"box","text":"□","page_number":94,"box":{"x":89,"y":333,"width":14,"height":11}},{"id":"786c7fc3-df54-4e43-ad5a-3ad4a94af5cc","block_type":"box","text":"Other","page_number":94,"box":{"x":109,"y":332,"width":40,"height":10}},{"id":"169b99eb-d769-4785-beea-3ccebdd5a713","block_type":"box","text":"________________________________________","page_number":94,"box":{"x":88,"y":369,"width":326,"height":1}},{"id":"3ee2bc72-5e40-443e-a959-179db9c278c5","block_type":"box","text":"Objective and Scope","page_number":94,"box":{"x":89,"y":385,"width":146,"height":13}},{"id":"0de6fdc4-36ab-4904-a5da-61e89d4d8222","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":94,"box":{"x":88,"y":412,"width":623,"height":12}},{"id":"fb3ce7f3-c394-4641-a103-71400f901b02","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":94,"box":{"x":89,"y":438,"width":356,"height":13}},{"id":"f8475a0d-543a-4179-b2c9-94fc72ddaf08","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":94,"box":{"x":88,"y":465,"width":873,"height":12}},{"id":"b42d595f-0284-4edb-a7e0-aa1f02d3c2c1","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":94,"box":{"x":89,"y":480,"width":835,"height":12}},{"id":"3f869d63-633e-473c-ac04-dedbc1b8d986","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 delegate","page_number":94,"box":{"x":89,"y":495,"width":853,"height":12}},{"id":"a101e4d4-881a-4585-83c4-98ce99aacd53","block_type":"box","text":"the responsibility to vote proxies to BlackRock, subject to the principles outlined in this Policy, as part of BlackRock’s authority","page_number":94,"box":{"x":88,"y":510,"width":878,"height":12}},{"id":"a07cd96e-d751-40b4-be2a-84bc68f999a2","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":94,"box":{"x":88,"y":525,"width":850,"height":12}},{"id":"6b413329-085a-464d-84b8-77da66e972e9","block_type":"box","text":"agreements.","page_number":94,"box":{"x":89,"y":542,"width":85,"height":11}},{"id":"be2e71b4-302d-49ec-a0e9-c2948125b57f","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":94,"box":{"x":89,"y":567,"width":849,"height":12}},{"id":"56ef75c0-7ad7-4664-ab05-fbe239d14af2","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":94,"box":{"x":88,"y":582,"width":821,"height":12}},{"id":"4bf483fe-7180-4aae-9d8d-28375d84206f","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":94,"box":{"x":89,"y":597,"width":874,"height":12}},{"id":"9687a874-3b0d-4c0c-ad60-5730ee27f8e6","block_type":"box","text":"any.","page_number":94,"box":{"x":89,"y":615,"width":25,"height":9}},{"id":"b214c447-5b88-4292-ad22-8cc8f1ae050b","block_type":"box","text":"BlackRock will cast votes on behalf of each of the Funds covered by this policy on specific proxy issues in respect of securities","page_number":94,"box":{"x":89,"y":639,"width":876,"height":12}},{"id":"7cceec38-ba73-45d4-86ec-10f8d1c625b5","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":94,"box":{"x":89,"y":654,"width":611,"height":12}},{"id":"861b9f4b-c9f2-4dd7-8450-65ab7432419d","block_type":"box","text":"Conflicts Management","page_number":94,"box":{"x":89,"y":680,"width":164,"height":12}},{"id":"47e122ff-f722-4ad6-9ef1-5af63670c330","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":94,"box":{"x":89,"y":707,"width":860,"height":12}},{"id":"cb458c93-8c54-41d4-8c09-21c8fb7b5fd5","block_type":"box","text":"on BlackRock’s proxy voting activity and to mitigate material conflicts of interest in the exercise of proxy voting","page_number":94,"box":{"x":89,"y":722,"width":775,"height":12}},{"id":"0b2abffc-ee3a-402b-ba5e-96fe14ec1372","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":94,"box":{"x":89,"y":737,"width":851,"height":12}},{"id":"006633d7-4023-4af1-ad9f-b254a778a8e1","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":94,"box":{"x":89,"y":752,"width":875,"height":12}},{"id":"10473ed9-fa8a-48e8-8dd3-f2935f25bdfa","block_type":"box","text":"or employees, or a Fund or a Fund’s affiliates. BlackRock has taken certain steps to mitigate potential conflicts, which are","page_number":94,"box":{"x":89,"y":767,"width":844,"height":12}},{"id":"b547a9f0-0364-47a9-9758-0b8cd7777f50","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":94,"box":{"x":89,"y":782,"width":646,"height":12}},{"id":"54fc8359-46a6-4c84-9a90-b4b80cf06838","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":94,"box":{"x":89,"y":809,"width":769,"height":12}},{"id":"6252468a-afc7-4ab9-9826-5d575b8a274a","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":94,"box":{"x":89,"y":824,"width":784,"height":12}},{"id":"bb9099f5-755f-4d05-80aa-9adbec873c13","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":94,"box":{"x":89,"y":839,"width":452,"height":12}},{"id":"22d4d5d0-a8b1-4928-8c95-08e4e361eedd","block_type":"box","text":"A-2","page_number":94,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"02a90385-9bc1-42ea-be65-4f5d20d05ded","block_type":"box","text":"With respect to the relationship between securities lending and proxy voting, shares on loan cannot be voted and BlackRock","page_number":95,"box":{"x":88,"y":44,"width":869,"height":12}},{"id":"c822c62a-4b3c-4f7d-8fe9-0b81621f9a15","block_type":"box","text":"may determine to recall them for voting, as guided by BlackRock’s fiduciary responsibility to act in clients’ financial interests.","page_number":95,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"712f82c5-4ef4-492d-abac-39586f7cd693","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":95,"box":{"x":88,"y":74,"width":764,"height":12}},{"id":"904eb494-0847-40d2-be36-f26f51d22704","block_type":"box","text":"Reports to the Board","page_number":95,"box":{"x":89,"y":101,"width":147,"height":12}},{"id":"29920290-9ebf-4493-95f9-e459378c1e8a","block_type":"box","text":"BlackRock will report on an annual basis to the Directors on (1) a summary of the proxy voting process as applicable to the","page_number":95,"box":{"x":89,"y":127,"width":860,"height":12}},{"id":"dbb35619-23bd-4644-961e-9549e09da7f0","block_type":"box","text":"Funds covered by this policy in the preceding year together with a representation that all votes were in accordance with the","page_number":95,"box":{"x":89,"y":142,"width":863,"height":12}},{"id":"c3861e35-920e-4201-916c-003683178810","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":95,"box":{"x":89,"y":157,"width":854,"height":13}},{"id":"7f3f3eb6-b50d-405a-92b7-b0dfeb241953","block_type":"box","text":"that have not previously been reported.","page_number":95,"box":{"x":88,"y":172,"width":275,"height":13}},{"id":"191ca32f-a981-4d7c-a89f-521f0b5946ac","block_type":"box","text":"Appendix A","page_number":95,"box":{"x":88,"y":199,"width":85,"height":12}},{"id":"f4e4addb-0bd6-4f4c-a755-e9e429010884","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":95,"box":{"x":89,"y":225,"width":336,"height":10}},{"id":"ba05ca03-e8af-4f50-bc29-b2de5601aa22","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":95,"box":{"x":89,"y":252,"width":402,"height":9}},{"id":"b169b78f-0452-46b1-8a22-b45e51c0c209","block_type":"box","text":"A-3","page_number":95,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"c7bd39ba-e8d7-4831-87ab-f88e9dc24b5c","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":96,"box":{"x":168,"y":44,"width":721,"height":30}},{"id":"604ba1de-d99e-4467-a542-cd1c10a17302","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":96,"box":{"x":89,"y":88,"width":303,"height":12}},{"id":"7f3b124f-dce8-43da-a380-dfacdad8400d","block_type":"box","text":"Effective as of January 2025","page_number":96,"box":{"x":106,"y":114,"width":197,"height":13}},{"id":"5d1f3ec9-2b46-49c2-9862-e4420cf4e156","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":96,"box":{"x":170,"y":177,"width":716,"height":9}},{"id":"d02c347b-b0d7-43e4-9d1c-28119c1673e3","block_type":"box","text":"Introduction to BlackRock","page_number":96,"box":{"x":171,"y":195,"width":180,"height":10}},{"id":"b8019662-03f2-4400-bf2e-fb9ee7a46182","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":96,"box":{"x":356,"y":196,"width":530,"height":9}},{"id":"ba0f5047-4801-461a-8149-4fc3f94b8b9f","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":96,"box":{"x":170,"y":214,"width":340,"height":12}},{"id":"558aceaf-f3ea-4566-b215-e697be90ed5d","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":96,"box":{"x":512,"y":214,"width":374,"height":10}},{"id":"9a9a51ca-9105-4cf0-8a79-2dbc498247a2","block_type":"box","text":"Our approach to stewardship within active equities","page_number":96,"box":{"x":170,"y":233,"width":356,"height":12}},{"id":"c908bab5-2856-4f22-8e9d-dce19f3cd4c3","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":96,"box":{"x":532,"y":233,"width":354,"height":10}},{"id":"e9608908-041c-456b-9abc-104fca54a220","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":96,"box":{"x":170,"y":252,"width":347,"height":12}},{"id":"8a9ba6b4-c410-4a27-994f-b44ce47a0fb8","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":96,"box":{"x":519,"y":252,"width":367,"height":9}},{"id":"09fe21f2-8842-47ec-ab64-da751814cf25","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":96,"box":{"x":171,"y":271,"width":715,"height":9}},{"id":"4c1bfbe3-06ee-459a-a440-4534c5540350","block_type":"box","text":"Executive compensation","page_number":96,"box":{"x":171,"y":290,"width":169,"height":12}},{"id":"34f00ef9-84e8-4ee4-8316-b44ff6af9c90","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8","page_number":96,"box":{"x":343,"y":290,"width":543,"height":9}},{"id":"739eafd0-415f-495a-8525-66af97c7ccd0","block_type":"box","text":"Non-executive director compensation","page_number":96,"box":{"x":171,"y":308,"width":263,"height":13}},{"id":"bbee7a9a-86f6-44a8-a34e-fc560cfea51c","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":96,"box":{"x":440,"y":309,"width":446,"height":9}},{"id":"854c77fe-79e1-409c-830b-fef01fff494f","block_type":"box","text":"Capital structure","page_number":96,"box":{"x":170,"y":327,"width":116,"height":13}},{"id":"725a23b3-b9c2-4e63-bbba-f896af4fbe44","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":96,"box":{"x":290,"y":328,"width":596,"height":9}},{"id":"6d7f40f7-1cd2-4808-abaf-7b84748aeb69","block_type":"box","text":"Transactions and special situations","page_number":96,"box":{"x":169,"y":346,"width":245,"height":13}},{"id":"04b30817-dc71-4afb-94bd-d7dc0c0ab7df","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":96,"box":{"x":421,"y":347,"width":465,"height":9}},{"id":"b0d8ef7b-ca91-46f1-a3ad-2bf1ddbdfb7f","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":96,"box":{"x":170,"y":365,"width":341,"height":12}},{"id":"f51fe042-ed90-477d-9d4e-83194a135999","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":96,"box":{"x":512,"y":366,"width":371,"height":9}},{"id":"3ac414e9-3c76-46cb-a6ab-8da4d2a606b1","block_type":"box","text":"Shareholder rights and protections","page_number":96,"box":{"x":170,"y":384,"width":243,"height":12}},{"id":"bcbe7241-98a8-4ef0-a78c-44b1ef595d9a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":96,"box":{"x":421,"y":385,"width":465,"height":9}},{"id":"fbecb789-a375-44ab-97f6-be28b4c11ce6","block_type":"box","text":"Shareholder proposals","page_number":96,"box":{"x":170,"y":403,"width":156,"height":12}},{"id":"74ba7a62-e843-4675-b1dd-632e1c37400c","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":96,"box":{"x":329,"y":403,"width":557,"height":10}},{"id":"d503683f-7c65-44cb-8e3e-9e55a98605f3","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":96,"box":{"x":170,"y":422,"width":716,"height":12}},{"id":"27006710-a239-4d6c-832c-0fbfcb66de3f","block_type":"box","text":"Sustainability, or environmental and social, considerations","page_number":96,"box":{"x":170,"y":441,"width":405,"height":12}},{"id":"8a39d917-d191-4d9e-83cf-6a1a85ec9403","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":96,"box":{"x":577,"y":441,"width":309,"height":9}},{"id":"7f59727f-902c-4102-88e2-9cc6926fafbb","block_type":"box","text":"Key stakeholders","page_number":96,"box":{"x":171,"y":460,"width":116,"height":12}},{"id":"21238aef-2143-4325-8e03-eae2a6759389","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":96,"box":{"x":290,"y":460,"width":596,"height":9}},{"id":"6b8bfc67-0f6d-4708-ae99-f48b50ccd743","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":96,"box":{"x":170,"y":479,"width":357,"height":12}},{"id":"3d091d18-719f-423c-b0ea-e3697e7fa341","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":96,"box":{"x":532,"y":479,"width":354,"height":9}},{"id":"a49f46b8-6a47-4f9d-8ba6-036852287529","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":96,"box":{"x":170,"y":497,"width":621,"height":13}},{"id":"c969e812-5a53-4d8a-8af6-cf9fea3314c6","block_type":"box","text":". . . . . . . . . .A-14","page_number":96,"box":{"x":793,"y":498,"width":93,"height":9}},{"id":"cb3ae472-6667-4778-a863-55cf080eca0a","block_type":"box","text":"Overview","page_number":96,"box":{"x":89,"y":531,"width":67,"height":9}},{"id":"76872ac2-7cba-4374-a21c-5cc9fe070938","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":96,"box":{"x":88,"y":557,"width":828,"height":12}},{"id":"8f3c8093-f7a0-4588-9f64-e9953e8b443f","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with issuers. BAIS works in","page_number":96,"box":{"x":89,"y":572,"width":864,"height":12}},{"id":"8a5b9823-fa27-4e7e-8b42-f7cdb4852013","block_type":"box","text":"partnership with BlackRock’s investment teams, excluding index equity, providing expertise on investment stewardship,","page_number":96,"box":{"x":89,"y":587,"width":834,"height":12}},{"id":"2fc96378-04be-4034-8304-850e16d5467b","block_type":"box","text":"engaging with companies on behalf of those teams when appropriate, and assisting in recommending, operationalizing and","page_number":96,"box":{"x":89,"y":602,"width":867,"height":12}},{"id":"9a22a147-ccad-41f9-a9c8-0380d0028837","block_type":"box","text":"reporting on voting decisions. The guidance informs BAIS’ voting recommendations to BlackRock’s active portfolio","page_number":96,"box":{"x":89,"y":617,"width":802,"height":12}},{"id":"76fdb52f-d392-4562-9929-0d66e044cdb1","block_type":"box","text":"managers. It applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions","page_number":96,"box":{"x":89,"y":632,"width":873,"height":13}},{"id":"78b7d798-98fa-458e-9cec-a559ed41ee5d","block_type":"box","text":"strategies. It also may apply to holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies","page_number":96,"box":{"x":89,"y":647,"width":878,"height":13}},{"id":"52bbaefc-6264-4516-a984-88537b9f8254","block_type":"box","text":"hold voting securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have","page_number":96,"box":{"x":89,"y":662,"width":864,"height":13}},{"id":"dcdccb09-dbe2-406a-9d98-064a8b243bd5","block_type":"box","text":"discretion as to how they integrate these guidelines within their investment processes in light of their clients’ or funds’","page_number":96,"box":{"x":89,"y":678,"width":827,"height":12}},{"id":"aaf64b50-4a37-4e6a-b56a-1490f4f1867f","block_type":"box","text":"investment objectives. There are separate, independently developed principles and voting policies that are applied to","page_number":96,"box":{"x":89,"y":693,"width":813,"height":12}},{"id":"fb4b9102-3f49-4f44-83e6-95fbfb4ef7de","block_type":"box","text":"BlackRock’s index equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":96,"box":{"x":89,"y":708,"width":792,"height":12}},{"id":"7f05e67f-5032-441b-9fab-ac92a526f171","block_type":"box","text":"Introduction to BlackRock","page_number":96,"box":{"x":89,"y":734,"width":187,"height":10}},{"id":"6f0d61d1-1d5b-4f58-95a2-155cb0646df5","block_type":"box","text":"BlackRock’s purpose is to help more and more people experience financial well-being. We manage assets on behalf of","page_number":96,"box":{"x":89,"y":761,"width":825,"height":12}},{"id":"e22a483e-805d-4c61-a861-e5d6b12c2361","block_type":"box","text":"institutional and individual clients, across a full spectrum of investment strategies, asset classes, and regions. Our client base","page_number":96,"box":{"x":89,"y":776,"width":871,"height":12}},{"id":"79d71c81-3f81-47a4-b638-7dd9d1da2148","block_type":"box","text":"includes pension plans, endowments, foundations, charities, official institutions, insurers, and other financial institutions, as","page_number":96,"box":{"x":89,"y":791,"width":865,"height":12}},{"id":"569c42df-bc7d-45d0-8d49-6d6a72eebd30","block_type":"box","text":"well as individuals around the world.","page_number":96,"box":{"x":88,"y":806,"width":255,"height":10}},{"id":"7638884c-9c1d-4fc3-ba42-6a2d2dd14c17","block_type":"box","text":"A-4","page_number":96,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"2b4fcd09-2aed-414c-bd81-f3a415d4f1b2","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":97,"box":{"x":88,"y":44,"width":351,"height":12}},{"id":"17df6b39-27d1-4130-82b1-33c215850bbe","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":97,"box":{"x":89,"y":70,"width":861,"height":13}},{"id":"771d2ec4-c187-46a8-a23e-8dcaede41372","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":97,"box":{"x":89,"y":85,"width":822,"height":13}},{"id":"1467c168-a8c0-4ab2-8a79-0399f8df0ac4","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":97,"box":{"x":89,"y":101,"width":861,"height":12}},{"id":"86686be4-f3f1-463c-9c32-6d48ac990bb3","block_type":"box","text":"these Global Engagement and Voting Guidelines (“the Guidelines”) and insights from active investment analysts and portfolio","page_number":97,"box":{"x":88,"y":116,"width":879,"height":12}},{"id":"14841855-380a-4a24-9b5c-a70afea5f112","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":97,"box":{"x":89,"y":131,"width":697,"height":12}},{"id":"b4f82348-60c4-4c90-b88e-4bbf2ad6fc03","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":97,"box":{"x":89,"y":157,"width":857,"height":13}},{"id":"4cea7554-81ec-4540-b9c5-3c6a5a6228f6","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":97,"box":{"x":88,"y":172,"width":862,"height":13}},{"id":"66949b24-6b4b-4aa8-a58b-72c4837a079c","block_type":"box","text":"opportunities to deliver durable, risk adjusted financial returns. Generally, portfolio managers and stewardship specialists","page_number":97,"box":{"x":89,"y":188,"width":844,"height":12}},{"id":"fb14f675-7a99-43f9-8748-60b9496c5f43","block_type":"box","text":"engage jointly on substantive matters. Our discussions focus on topics relevant to a company’s success over time including","page_number":97,"box":{"x":89,"y":203,"width":863,"height":12}},{"id":"2ba0d876-98c9-4114-a1bc-93f82dbdc2fb","block_type":"box","text":"governance and leadership, corporate strategy, capital structure and financial performance, operations and sustainability","page_number":97,"box":{"x":89,"y":218,"width":850,"height":12}},{"id":"c0e5699a-52f8-4c5d-9de2-c649071988da","block_type":"box","text":"related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to be constructive investors and are","page_number":97,"box":{"x":89,"y":233,"width":837,"height":12}},{"id":"7b7f0c87-c1ae-44c2-8a12-23361eb2db5f","block_type":"box","text":"generally supportive of management teams that have a track record of financial value creation. We aim to build and maintain","page_number":97,"box":{"x":89,"y":248,"width":873,"height":12}},{"id":"24b25dc6-8379-42b5-ae8f-cb7c121fb548","block_type":"box","text":"strong relationships with company leadership based on open dialogue and mutual respect.","page_number":97,"box":{"x":89,"y":263,"width":635,"height":12}},{"id":"2f752429-7a5b-453e-9124-5df13fca09ec","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude the portfolio","page_number":97,"box":{"x":89,"y":290,"width":850,"height":12}},{"id":"782074bd-c3db-4d6a-b723-26919f63e72b","block_type":"box","text":"manager has to make independent voting decisions aligned with their portfolio objectives and investment strategy. For","page_number":97,"box":{"x":89,"y":305,"width":830,"height":12}},{"id":"6b24e234-ba6c-426f-bf8d-593f24898f4f","block_type":"box","text":"example, BAIS will generally vote the holdings in Systematic Active Equity portfolios in accordance with these guidelines. We","page_number":97,"box":{"x":89,"y":320,"width":870,"height":12}},{"id":"65188ff2-2208-4f09-bc47-80996f8f13ac","block_type":"box","text":"provide voting recommendations to fundamental equity portfolio managers, who may determine to vote differently based on","page_number":97,"box":{"x":89,"y":335,"width":874,"height":12}},{"id":"e3df56da-1263-4d04-8087-155abb15adcb","block_type":"box","text":"their portfolio investment objectives and strategy.","page_number":97,"box":{"x":88,"y":350,"width":346,"height":12}},{"id":"1bcee803-7f5b-4ec5-b50b-636620d9e4df","block_type":"box","text":"These guidelines discuss corporate governance topics on which we may engage with management teams and board","page_number":97,"box":{"x":88,"y":376,"width":818,"height":13}},{"id":"fa09f0fc-dbfc-416a-8b61-fad80c5bbf02","block_type":"box","text":"directors","page_number":97,"box":{"x":89,"y":392,"width":60,"height":9}},{"id":"71c6a46f-c628-4321-a94e-c9eaf0f05043","block_type":"box","text":"(1)","page_number":97,"box":{"x":151,"y":390,"width":14,"height":8}},{"id":"21993c8d-c023-4546-857f-98aa259a2b9a","block_type":"box","text":"and matters that routinely come to a shareholder vote. We recognize that accepted corporate governance norms","page_number":97,"box":{"x":170,"y":392,"width":789,"height":12}},{"id":"77b5cd19-325b-4fa4-80bc-d32defac12fc","block_type":"box","text":"can differ across markets, and believe these guidelines represent globally applicable elements of governance that support a","page_number":97,"box":{"x":89,"y":407,"width":860,"height":12}},{"id":"38103980-dbc5-485a-8322-fff8d41caf55","block_type":"box","text":"company’s ability to manage material risks and opportunities and deliver financial returns to investors. Generally, we believe","page_number":97,"box":{"x":89,"y":422,"width":865,"height":12}},{"id":"1befc3ce-7b45-46ad-889a-5acbae062a2b","block_type":"box","text":"companies should observe accepted corporate governance norms within their local markets or, particularly in markets","page_number":97,"box":{"x":89,"y":437,"width":827,"height":12}},{"id":"641ab961-98ac-4092-8fda-455b313a1908","block_type":"box","text":"without well-established norms, aspire to widely recognized international best practices. As one of many minority","page_number":97,"box":{"x":88,"y":452,"width":796,"height":12}},{"id":"1931b25d-4703-4ecd-a150-055a889226c1","block_type":"box","text":"shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. We look to","page_number":97,"box":{"x":89,"y":467,"width":820,"height":13}},{"id":"101115fa-dda8-4a07-a540-10dad3f785da","block_type":"box","text":"companies to provide disclosures that explain how their approach to corporate governance best aligns with the financial","page_number":97,"box":{"x":89,"y":482,"width":842,"height":13}},{"id":"d9fe23c2-96a6-4879-a5fc-5058c1fa44f6","block_type":"box","text":"interests of their investors.","page_number":97,"box":{"x":89,"y":497,"width":184,"height":10}},{"id":"6ad1f506-0221-49e9-8ede-edf7e1b062be","block_type":"box","text":"Our approach to stewardship within active equities","page_number":97,"box":{"x":89,"y":524,"width":368,"height":12}},{"id":"6d4c0669-0b94-43de-8605-bf8e0cd7cbe3","block_type":"box","text":"As shareholders of public companies, BlackRock’s clients have certain fundamental rights, including the right to vote on","page_number":97,"box":{"x":88,"y":550,"width":838,"height":13}},{"id":"eff078b5-2acb-402e-81ce-103c0b17805e","block_type":"box","text":"proposals put forth by a company’s management or its shareholders. The voting rights attached to these clients’ holdings are","page_number":97,"box":{"x":89,"y":565,"width":876,"height":13}},{"id":"de1212cc-19eb-4c7b-8be7-12e01dd1be01","block_type":"box","text":"an important mechanism for investors to express support for, or concern about, a company’s performance. As a fiduciary,","page_number":97,"box":{"x":89,"y":581,"width":850,"height":12}},{"id":"983e6551-f3f4-45d3-b8a0-632c1c4f3013","block_type":"box","text":"BlackRock is legally required to make proxy voting determinations, on behalf of clients who have delegated voting authority","page_number":97,"box":{"x":89,"y":596,"width":863,"height":12}},{"id":"032e9cdd-10dc-4c77-b169-c7e1a3fe82b1","block_type":"box","text":"to us, in a manner that is consistent with their investment objectives.","page_number":97,"box":{"x":88,"y":611,"width":482,"height":12}},{"id":"0b07b814-30ce-4ace-9ee3-b4a0a7ecfbec","block_type":"box","text":"In general, we tend to support the recommendations of the board of directors and management. As indicated below, we may","page_number":97,"box":{"x":89,"y":637,"width":876,"height":13}},{"id":"e85a91b8-47c2-47ca-9979-421735373213","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":97,"box":{"x":88,"y":652,"width":821,"height":13}},{"id":"3949daf0-36cb-43bf-ab34-f5bfd2b94922","block_type":"box","text":"interests of our clients as their shareholders. We take a globally consistent approach to voting but consider the different","page_number":97,"box":{"x":89,"y":668,"width":835,"height":12}},{"id":"7340c8ed-e7cb-4791-a7f6-7b2c4e075280","block_type":"box","text":"corporate governance regulations and norms in various markets. Votes are determined on a case-by-case basis, in the","page_number":97,"box":{"x":89,"y":683,"width":825,"height":12}},{"id":"2ff8eef2-4115-4371-9b9f-748dd746922f","block_type":"box","text":"context of a company’s situation and the investment mandate we have from clients. Please see page 16 for more information","page_number":97,"box":{"x":89,"y":698,"width":874,"height":12}},{"id":"87d6ea84-3504-4f35-b0d5-750eec5d79ab","block_type":"box","text":"about how we fulfil and oversee BlackRock’s non-index equity investment stewardship responsibilities.","page_number":97,"box":{"x":89,"y":713,"width":716,"height":12}},{"id":"c8cd6df4-b654-437f-b2e2-f10d994ffb84","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":97,"box":{"x":89,"y":739,"width":358,"height":13}},{"id":"a4181c74-f95d-40cc-aa4c-3dd0f9f905c3","block_type":"box","text":"Although fixed income investors do not have the right to vote at shareholder meetings, issuer engagement is a component of","page_number":97,"box":{"x":88,"y":766,"width":880,"height":12}},{"id":"89fe01fa-5482-462f-8e80-f92d3038a283","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly those with sustainability objectives in addition to financial","page_number":97,"box":{"x":88,"y":781,"width":834,"height":12}},{"id":"a122b2f7-0aa4-4c99-9ff1-85e89b25349c","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":97,"box":{"x":89,"y":796,"width":843,"height":12}},{"id":"5274ab37-3ac5-4536-b810-bd28046775f1","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":97,"box":{"x":89,"y":811,"width":873,"height":12}},{"id":"0d91d7d3-2b8c-443b-abf3-4bcad81e193d","block_type":"box","text":"(1) References to the board, board directors or non-executive directors should be understood to include supervisory boards and their members, where","page_number":97,"box":{"x":89,"y":856,"width":854,"height":10}},{"id":"7946f4e4-cace-4765-93a3-fb25c499dc62","block_type":"box","text":"relevant.","page_number":97,"box":{"x":121,"y":868,"width":47,"height":8}},{"id":"66195b12-9cad-40ae-8aa2-aea10d80fcf3","block_type":"box","text":"A-5","page_number":97,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"fcbbf866-ad38-481f-b222-1dcc72d3cdbf","block_type":"box","text":"income investment teams can help inform an issuer’s approach to structuring specialist issuances, such as green bonds, and","page_number":98,"box":{"x":89,"y":44,"width":872,"height":12}},{"id":"db95e834-68c6-4f68-ab4b-285c241d37ee","block_type":"box","text":"the standard terms and information in bond documentation.","page_number":98,"box":{"x":88,"y":59,"width":424,"height":10}},{"id":"108fa009-4ae9-47f0-b5cd-251422f88f76","block_type":"box","text":"Boards of Directors","page_number":98,"box":{"x":89,"y":85,"width":138,"height":10}},{"id":"306d3273-10f7-4ec6-adaa-da9af143a828","block_type":"box","text":"Roles and responsibilities","page_number":98,"box":{"x":106,"y":112,"width":181,"height":12}},{"id":"fd48fc44-1789-4f10-8f1e-eaf3c0683d5a","block_type":"box","text":"There is widespread consensus that the foundation of good corporate governance is an effective board of directors that is","page_number":98,"box":{"x":88,"y":138,"width":852,"height":13}},{"id":"7a7e5fc8-0c87-4e47-a5d9-9618a1dea23e","block_type":"box","text":"able to advise and supervise management in an independent and objective manner","page_number":98,"box":{"x":89,"y":153,"width":583,"height":13}},{"id":"87a0fb15-c94a-407d-aec6-6e860bb63d70","block_type":"box","text":"(2)","page_number":98,"box":{"x":673,"y":151,"width":14,"height":9}},{"id":"4fd130e7-52f9-4ae9-b003-7e6600a86e79","block_type":"box","text":".","page_number":98,"box":{"x":688,"y":162,"width":2,"height":1}},{"id":"a19a50c0-b2ad-4cbf-a67a-ea31d510cea0","block_type":"box","text":"We look to the board of directors (hereafter ‘the board’) to have an oversight role in the establishment and realization of a","page_number":98,"box":{"x":88,"y":180,"width":850,"height":12}},{"id":"fcc75aa3-2578-4584-94d0-770d1678196f","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":98,"box":{"x":89,"y":195,"width":835,"height":12}},{"id":"d14c63f8-76e3-493d-826b-579681bc3997","block_type":"box","text":"company to be resilient in the face of a changing business environment, help reduce the risks of corporate or employee","page_number":98,"box":{"x":89,"y":210,"width":833,"height":13}},{"id":"26e9cb30-3b3c-4bdf-a5df-cf82257a2ad3","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":98,"box":{"x":89,"y":225,"width":772,"height":13}},{"id":"fde5e24c-7a43-40b8-9bc4-fc50bc9d25c1","block_type":"box","text":"In promoting the success of the company, the board ensures the necessary resources, policies and procedures are in place to","page_number":98,"box":{"x":89,"y":252,"width":873,"height":12}},{"id":"1f9e3e1e-a989-422c-ba62-e57acd5f3dd1","block_type":"box","text":"help management meet its strategic objectives within an agreed risk tolerance.","page_number":98,"box":{"x":89,"y":267,"width":550,"height":12}},{"id":"0386d49f-a431-4b80-95f6-c587aeb2aaeb","block_type":"box","text":"One of the most important responsibilities of the board is to appoint, and remove as necessary, the chief executive officer","page_number":98,"box":{"x":89,"y":293,"width":848,"height":13}},{"id":"e7c443cb-4af6-4af9-a70f-b357cc0a4fc2","block_type":"box","text":"(CEO). In addition, the board plays a meaningful role in monitoring the performance of the CEO and other key executives,","page_number":98,"box":{"x":89,"y":308,"width":848,"height":13}},{"id":"d51a4286-4b39-4a58-aecb-4b8b27e81741","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":98,"box":{"x":89,"y":324,"width":850,"height":12}},{"id":"f74f23d4-3e23-4929-a38c-f53c91ffc784","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":98,"box":{"x":89,"y":339,"width":463,"height":12}},{"id":"edafa4c9-878c-45c2-ae76-d2f294fadddf","block_type":"box","text":"Composition and effectiveness","page_number":98,"box":{"x":89,"y":365,"width":221,"height":12}},{"id":"8faf7d2f-9a8f-4625-a57e-92d4053883e2","block_type":"box","text":"Appointment process","page_number":98,"box":{"x":104,"y":392,"width":156,"height":12}},{"id":"ce4ba4fb-b02f-41c3-89a2-2c199911c3c9","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":98,"box":{"x":88,"y":418,"width":823,"height":12}},{"id":"3f9a8254-533b-4909-bd9d-9e494393e4a4","block_type":"box","text":"composed of directors with the appropriate mix of skills and experience. The board or a sub-committee should determine","page_number":98,"box":{"x":89,"y":433,"width":852,"height":13}},{"id":"9da1eb36-6b91-4093-8370-e2259e5efb84","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":98,"box":{"x":88,"y":448,"width":829,"height":13}},{"id":"74daaac3-c966-4f64-ac9d-4c94e64d1971","block_type":"box","text":"criteria for a specific role being filled (e.g., financial expertise, industry track record). To inform the process, we encourage","page_number":98,"box":{"x":89,"y":463,"width":850,"height":13}},{"id":"f4c923fb-9586-45bd-a252-d580e59e364c","block_type":"box","text":"companies to review the skills and experience of incumbent directors to identify any gaps and whether a director candidate’s","page_number":98,"box":{"x":89,"y":479,"width":875,"height":12}},{"id":"4d8cf3e5-cc93-4ed5-aba5-8642c425748d","block_type":"box","text":"characteristics would be additive. We welcome disclosures that explain how the board considered different skills,","page_number":98,"box":{"x":89,"y":494,"width":787,"height":12}},{"id":"fad59e72-3813-4da3-bdb9-b9d75f2b9ada","block_type":"box","text":"backgrounds and experience to ensure the directors collectively can be effective in fulfilling their responsibilities. We assess a","page_number":98,"box":{"x":89,"y":509,"width":872,"height":12}},{"id":"556c48d1-df1c-455e-b463-c81d9dc1e173","block_type":"box","text":"company’s board composition against that of its peer group and local market requirements.","page_number":98,"box":{"x":89,"y":524,"width":642,"height":12}},{"id":"9f4657fd-ac59-42ba-9841-d65dcaccb6b3","block_type":"box","text":"Shareholders periodically vote to elect, remove and nominate directors to serve on the board. We may vote against the","page_number":98,"box":{"x":88,"y":550,"width":829,"height":13}},{"id":"f91d10a6-a87a-4e5c-a6c8-af0bc3696ff3","block_type":"box","text":"election of the most senior independent director, or the chair of the relevant committee, where a company has not","page_number":98,"box":{"x":89,"y":565,"width":800,"height":13}},{"id":"5291c575-9046-4b8a-9f69-9c56bdce27a2","block_type":"box","text":"demonstrated it has an appointment process that results in a high functioning board with the appropriate complement of","page_number":98,"box":{"x":89,"y":581,"width":853,"height":12}},{"id":"f5d3ab5e-014c-4afe-a583-e23a05a8704f","block_type":"box","text":"skills, backgrounds and experience amongst the directors to support strong financial performance over time. We may vote","page_number":98,"box":{"x":89,"y":596,"width":856,"height":12}},{"id":"2ad04691-b1a3-459f-89c5-1d703a899363","block_type":"box","text":"against newly nominated directors who do not seem to have the appropriate skills or experience to contribute to the board’s","page_number":98,"box":{"x":89,"y":611,"width":871,"height":12}},{"id":"60071710-94c2-4db3-938a-453f5dee4c39","block_type":"box","text":"effectiveness.","page_number":98,"box":{"x":89,"y":626,"width":92,"height":10}},{"id":"5b55c302-574d-45fb-bb77-ae11b5139c8b","block_type":"box","text":"Independence","page_number":98,"box":{"x":106,"y":652,"width":101,"height":13}},{"id":"c35084aa-556c-4966-98b6-09203816ed2c","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":98,"box":{"x":89,"y":679,"width":871,"height":12}},{"id":"f38a1b3b-389a-4f0d-bde5-a183767c9cbc","block_type":"box","text":"of paramount importance to the protection of the interests of minority shareholders such as BlackRock’s clients. At least half","page_number":98,"box":{"x":89,"y":694,"width":874,"height":12}},{"id":"d47e7e5f-9f13-469a-a63e-ddf2d43e4aec","block_type":"box","text":"of the directors should be independent and free from conflicts of interest or undue influence","page_number":98,"box":{"x":89,"y":709,"width":646,"height":12}},{"id":"51b1dd4a-c9c8-4673-81e5-a540b0bad534","block_type":"box","text":"(3)","page_number":98,"box":{"x":736,"y":707,"width":14,"height":8}},{"id":"4e914da1-b7fd-4200-affa-4dcafa44112d","block_type":"box","text":". This ensures sufficient","page_number":98,"box":{"x":752,"y":709,"width":164,"height":10}},{"id":"c54923c1-76e9-4fd9-84bc-58ed6d5fc890","block_type":"box","text":"independent directors to have appropriately independent board committees. Companies domiciled in markets with a higher","page_number":98,"box":{"x":89,"y":724,"width":866,"height":13}},{"id":"45eaeb8a-7279-487f-9477-b36df6656616","block_type":"box","text":"threshold for board independence should meet those requirements.","page_number":98,"box":{"x":88,"y":739,"width":474,"height":13}},{"id":"b3ac0171-d2a3-4f68-86b0-ab167d419977","block_type":"box","text":"(2) See the Corporate Governance Codes of Germany, Japan, and the UK, as well as the corporate governance principles of the US Business Roundtable as","page_number":98,"box":{"x":89,"y":803,"width":871,"height":10}},{"id":"68987e7f-2030-4278-9f66-3d511983b74a","block_type":"box","text":"examples.","page_number":98,"box":{"x":121,"y":816,"width":55,"height":9}},{"id":"f8b2ef14-fc06-4b70-8b94-3c65a4426556","block_type":"box","text":"(3) Common impediments to independence may include but are not limited to: current or recent employment at the company or a subsidiary; being, or","page_number":98,"box":{"x":89,"y":831,"width":860,"height":10}},{"id":"f25ddda0-a732-4339-9cfa-cb1185a8f6f3","block_type":"box","text":"representing, a shareholder with a substantial shareholding in the company; interlocking directorships; lengthy tenure, and having any other inte","page_number":98,"box":{"x":121,"y":843,"width":809,"height":10}},{"id":"ac5adb59-46a8-4abf-ae65-f0f7d429b8db","block_type":"box","text":"rest,","page_number":98,"box":{"x":931,"y":844,"width":23,"height":8}},{"id":"7daf7f25-6952-4683-a9ad-5c07b1f11fdc","block_type":"box","text":"business, or other relationship which could, or could reasonably be perceived to, materially interfere with a director’s ability to act in the best in","page_number":98,"box":{"x":121,"y":856,"width":800,"height":10}},{"id":"509cad8c-68e1-4157-82ca-08e1b767293f","block_type":"box","text":"terests","page_number":98,"box":{"x":922,"y":857,"width":37,"height":7}},{"id":"0b363f2b-7a91-4b91-9118-3747db0988a1","block_type":"box","text":"of the company and shareholders.","page_number":98,"box":{"x":121,"y":868,"width":190,"height":10}},{"id":"1daa3667-aa67-4906-8858-189e29c459bc","block_type":"box","text":"A-6","page_number":98,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"24ccd68a-0ecb-493a-af12-bd5fd3c8a599","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":99,"box":{"x":88,"y":44,"width":789,"height":12}},{"id":"d81d6ae4-5311-4948-afa8-9e3dc123540b","block_type":"box","text":"independence. We may also vote against the election of the chair of the committee responsible for board composition if this","page_number":99,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"35db9aee-2f9a-4659-bb8f-1a6abdd8ec04","block_type":"box","text":"is a perennial issue.","page_number":99,"box":{"x":89,"y":74,"width":134,"height":12}},{"id":"9364200f-bcc5-4c35-86f9-ec0e974410a1","block_type":"box","text":"Independent board leadership","page_number":99,"box":{"x":106,"y":101,"width":216,"height":12}},{"id":"cf34c42d-7bd2-4fe1-a750-31fd97f67e35","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":99,"box":{"x":89,"y":127,"width":804,"height":12}},{"id":"1cc411c7-26bd-4c21-97ff-ba3ed02973f6","block_type":"box","text":"leadership. One is a non-executive, independent chair of the board who is responsible for leading the board in the effective","page_number":99,"box":{"x":89,"y":142,"width":856,"height":12}},{"id":"be348fc3-3b3b-4786-a56e-1e158ccdfab0","block_type":"box","text":"exercise of its duties. The other is a lead or senior independent director, who is responsible for coordinating with the other","page_number":99,"box":{"x":89,"y":157,"width":853,"height":13}},{"id":"4d2bc877-21c9-4bf7-9e4a-7bac908df82d","block_type":"box","text":"non-executive directors and working closely with the executive chair on the board agenda and other board procedures. In","page_number":99,"box":{"x":89,"y":172,"width":851,"height":13}},{"id":"fdd6c88f-b78d-49c2-b3c3-508bc5b19aee","block_type":"box","text":"this case, the executive chair and the lead independent director work together to ensure the board is effectively fulfilling its","page_number":99,"box":{"x":88,"y":188,"width":858,"height":12}},{"id":"8c370cfa-05a4-4337-8720-c43ce2ef693e","block_type":"box","text":"responsibilities. In our view, the independent leader of the board, and/or the chair of a relevant committee, should be","page_number":99,"box":{"x":89,"y":203,"width":819,"height":12}},{"id":"2978e228-d92d-401c-94de-bfdf2bc05be4","block_type":"box","text":"available to investors to discuss board governance matters such as CEO succession, executive pay, and board performance.","page_number":99,"box":{"x":89,"y":218,"width":860,"height":12}},{"id":"d79a5493-5015-4b3d-a3b9-4aa6ff8340d2","block_type":"box","text":"We look to boards to explain their independent board leadership model and how it serves the interests of shareholders.","page_number":99,"box":{"x":88,"y":233,"width":832,"height":12}},{"id":"95dbac69-ff33-4dff-8862-aca5404b67ad","block_type":"box","text":"We may vote against the election of the chair of the committee responsible for board composition if there is not an identified","page_number":99,"box":{"x":88,"y":259,"width":873,"height":13}},{"id":"c1c226fd-a7f5-4790-95fa-7aa0f2a54961","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":99,"box":{"x":89,"y":274,"width":837,"height":13}},{"id":"036bacfa-5fa5-45dc-9417-95949c9a266a","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":99,"box":{"x":89,"y":290,"width":566,"height":12}},{"id":"dca66cc2-2755-471e-8222-9f8469b679ab","block_type":"box","text":"Tenure and succession","page_number":99,"box":{"x":104,"y":316,"width":165,"height":10}},{"id":"801fefca-fd7b-42cb-8d1d-9485b1e1ad52","block_type":"box","text":"Boards should establish the length of time a director would normally be expected to serve, in line with market norms where","page_number":99,"box":{"x":89,"y":342,"width":863,"height":13}},{"id":"f05711cb-01fa-4d44-a65f-757fc1a6781e","block_type":"box","text":"those exist. In such markets, we find it helpful when companies disclose their approach to director tenure particularly around","page_number":99,"box":{"x":88,"y":358,"width":875,"height":12}},{"id":"731234d6-ec04-4381-9de3-b4243dc11d23","block_type":"box","text":"the contributions of directors who have served for longer periods than provided for in local practices. In our experience, long","page_number":99,"box":{"x":88,"y":373,"width":877,"height":12}},{"id":"f5a42f2b-53ea-4f36-8c5d-378bc886c6da","block_type":"box","text":"serving directors could become less independent given their relationship with management and involvement in past board","page_number":99,"box":{"x":89,"y":388,"width":857,"height":12}},{"id":"aba40a1a-0933-4a71-a520-8144777d31a0","block_type":"box","text":"decisions.","page_number":99,"box":{"x":89,"y":403,"width":67,"height":10}},{"id":"2faf60f1-ee0e-4276-9233-3f5f69e76fff","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":99,"box":{"x":88,"y":429,"width":851,"height":13}},{"id":"edb98849-1e8e-42ab-9daf-643a253aa33c","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":99,"box":{"x":89,"y":445,"width":872,"height":12}},{"id":"f5d83a4c-64cb-4f9e-8952-29c6c1dca6f1","block_type":"box","text":"long-term knowledge of the board and company.","page_number":99,"box":{"x":89,"y":460,"width":343,"height":12}},{"id":"bbcccbf9-aeb9-454d-baeb-7e1f1e486e43","block_type":"box","text":"In markets where there is not specific director tenure guidance, we may vote against the election of the chair of the","page_number":99,"box":{"x":89,"y":486,"width":806,"height":12}},{"id":"b65f3bb0-268d-47a3-9ea9-7b77a373146a","block_type":"box","text":"committee responsible for board composition if there is not a clearly disclosed approach to director tenure and board","page_number":99,"box":{"x":89,"y":501,"width":820,"height":13}},{"id":"ebd9dd6b-d06c-4a3e-8adb-737ad10d159a","block_type":"box","text":"renewal. We may vote against the election of directors who have served for longer duration than typical in markets with","page_number":99,"box":{"x":89,"y":516,"width":836,"height":13}},{"id":"679065ca-811f-46fd-b2a6-0112cac8a5e4","block_type":"box","text":"specific guidance, where the case for their continued service is not evident.","page_number":99,"box":{"x":89,"y":531,"width":524,"height":13}},{"id":"62df218b-eb06-4843-8d88-1c905f9aaf3c","block_type":"box","text":"Capacity","page_number":99,"box":{"x":105,"y":558,"width":62,"height":12}},{"id":"50ef711a-7758-494e-adbb-3a2f72a55747","block_type":"box","text":"To be effective and engaged, directors must commit appropriate time and energy to the role. A board should assess the","page_number":99,"box":{"x":88,"y":584,"width":836,"height":13}},{"id":"642d5c67-0f8d-46f3-b6a2-2aa294c6b8fc","block_type":"box","text":"ability of its members to maintain an appropriate focus on board matters and the company taking into consideration","page_number":99,"box":{"x":89,"y":599,"width":816,"height":13}},{"id":"d18fb39f-146b-47d7-ace5-4aaef04f6b27","block_type":"box","text":"competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and required time","page_number":99,"box":{"x":89,"y":615,"width":873,"height":12}},{"id":"1558b574-cb87-47d1-895a-39124cf61ee5","block_type":"box","text":"commitment but note that they are generally more intensive than a standard directorship. We will take local norms and","page_number":99,"box":{"x":89,"y":630,"width":833,"height":12}},{"id":"51c07388-6073-40fd-9398-707586989613","block_type":"box","text":"practices into consideration when making our voting determinations across markets.","page_number":99,"box":{"x":89,"y":645,"width":594,"height":12}},{"id":"cb7b5a8c-86f8-4f7f-868e-dd965dd848f0","block_type":"box","text":"We may vote against the election of directors who do not seem to have sufficient capacity to effectively fulfil their duties to","page_number":99,"box":{"x":88,"y":671,"width":859,"height":13}},{"id":"dad29267-b9e9-4d8b-93a2-c6afacec9ac1","block_type":"box","text":"the board and company.","page_number":99,"box":{"x":88,"y":686,"width":169,"height":13}},{"id":"5e97feae-6779-4998-bdef-62e2fec3a659","block_type":"box","text":"Director elections","page_number":99,"box":{"x":106,"y":713,"width":126,"height":10}},{"id":"c5034b0f-75b8-418d-9d9a-0b3dfa8bc5ab","block_type":"box","text":"In support of director accountability to shareholders, directors should stand for election on a regular basis, ideally annually. A","page_number":99,"box":{"x":89,"y":739,"width":874,"height":13}},{"id":"4a5e6333-7064-4ed3-9e8b-2d726a7fb5b7","block_type":"box","text":"classified board structure may be justified by a company when it needs consistency and stability during a time of transition,","page_number":99,"box":{"x":89,"y":754,"width":862,"height":13}},{"id":"42f6db9a-89b1-4dbf-8583-d0340efd07c8","block_type":"box","text":"or on the basis of its business model, e.g., a non-operating company such as closed-end funds.","page_number":99,"box":{"x":89,"y":770,"width":664,"height":12}},{"id":"817b5ac1-c398-42ba-8480-3e919ecd58df","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":99,"box":{"x":88,"y":796,"width":876,"height":12}},{"id":"07d5c3bb-5320-484f-858d-36e9df4b45ad","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":99,"box":{"x":88,"y":811,"width":856,"height":12}},{"id":"a902d337-251a-427b-8461-2355d58d435a","block_type":"box","text":"capabilities and suitability. We will not support the election of directors whose names and biographical details have not been","page_number":99,"box":{"x":89,"y":826,"width":869,"height":13}},{"id":"c610b5b0-7095-4786-82a2-5a3cb5bb0029","block_type":"box","text":"disclosed sufficiently in advance of the shareholder meeting.","page_number":99,"box":{"x":89,"y":841,"width":422,"height":13}},{"id":"6ca48f22-18f4-4046-b700-8df083ef8372","block_type":"box","text":"A-7","page_number":99,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"3b38e3ae-5ce3-437b-8e1c-12543d7859c9","block_type":"box","text":"Each director’s appointment should be dependent on receiving a simple majority of the votes cast at the shareholder","page_number":100,"box":{"x":89,"y":44,"width":817,"height":12}},{"id":"da092916-cd75-4dae-9445-9eefee15f0b6","block_type":"box","text":"meeting. Where a company’s practices differ, we look to the board to provide a detailed explanation as to how its approach","page_number":100,"box":{"x":89,"y":59,"width":858,"height":12}},{"id":"72ddcba0-4683-4611-bc48-0d35251ceabc","block_type":"box","text":"best serves investors’ interests.","page_number":100,"box":{"x":89,"y":74,"width":215,"height":10}},{"id":"0bcd780a-0bc8-4245-9170-075190ffe13d","block_type":"box","text":"We may vote for shareholder or management proposals seeking to establish annual election of directors and/or a simple","page_number":100,"box":{"x":88,"y":101,"width":846,"height":12}},{"id":"d1ec86c5-8d26-4dcb-b480-5888fda4b465","block_type":"box","text":"majority vote standard for director elections. We may vote against all the directors standing for election as part of a single","page_number":100,"box":{"x":89,"y":116,"width":849,"height":12}},{"id":"f99a4256-0cab-4d29-9da8-5eefcc72c432","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":100,"box":{"x":89,"y":131,"width":581,"height":12}},{"id":"25c8b491-eb51-4d77-b9b7-93a34870a010","block_type":"box","text":"Committees","page_number":100,"box":{"x":105,"y":158,"width":86,"height":9}},{"id":"723d38ec-3304-4ca3-9217-5d41ae079b57","block_type":"box","text":"Many boards establish committees to focus on specific responsibilities of the board such as audit and risk, governance and","page_number":100,"box":{"x":89,"y":184,"width":859,"height":12}},{"id":"4cd30e8d-c3e8-4932-bf14-153b8f78040d","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":100,"box":{"x":89,"y":199,"width":855,"height":12}},{"id":"fe05319b-4abc-4ae1-8409-656141c7363b","block_type":"box","text":"they should establish but we seek to understand the board’s rationale for the committee structure it determines is","page_number":100,"box":{"x":88,"y":214,"width":798,"height":12}},{"id":"eb32851d-a4c3-4410-a70b-5edd9eafb8b1","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":100,"box":{"x":89,"y":229,"width":847,"height":12}},{"id":"c8d9bd49-5ca8-47f9-b575-b982db994101","block_type":"box","text":"should be clear, and the board should ensure that all critical matters are assigned either to the full board or to one of the","page_number":100,"box":{"x":89,"y":244,"width":840,"height":13}},{"id":"dc74e6cd-f42f-4f7d-b7c9-13e62fed4aaf","block_type":"box","text":"committees. The board should disclose to shareholders the structure, membership, proportion of independent directors, and","page_number":100,"box":{"x":89,"y":259,"width":872,"height":13}},{"id":"19488a89-9491-401e-b772-8c6eb10b7f3a","block_type":"box","text":"responsibilities of each committee. The responsibilities we typically see assigned to the three most common committees","page_number":100,"box":{"x":89,"y":274,"width":843,"height":13}},{"id":"14a303d1-5e3f-493b-ac91-b69b6b30a0aa","block_type":"box","text":"include:","page_number":100,"box":{"x":89,"y":290,"width":53,"height":9}},{"id":"990f84a5-abb7-49b5-ad84-2883f41d802c","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":100,"box":{"x":121,"y":310,"width":830,"height":12}},{"id":"9de5d5dc-e571-4b98-bf6d-87ac9e5598fe","block_type":"box","text":"with legal and regulatory requirements; may also play an oversight role in relation to the internal audit function and","page_number":100,"box":{"x":153,"y":325,"width":807,"height":12}},{"id":"8685e502-f7e8-48d3-8d5f-fc56946489e1","block_type":"box","text":"whistleblowing mechanisms.","page_number":100,"box":{"x":153,"y":340,"width":203,"height":12}},{"id":"32dac03d-ca84-4e7f-accb-118c252c2f94","block_type":"box","text":"• Nominating, governance and human capital – ensures appropriate corporate governance principles and practices","page_number":100,"box":{"x":121,"y":360,"width":826,"height":12}},{"id":"e3833a3d-d80d-4c57-a922-a2a7e4edcb96","block_type":"box","text":"including the periodic review of board performance; responsible for succession planning for CEO and key board","page_number":100,"box":{"x":154,"y":375,"width":779,"height":13}},{"id":"1c779495-e66d-4787-b273-1c8b0ed15d4b","block_type":"box","text":"roles, as well as the director appointment process; may also have oversight responsibilities for human capital","page_number":100,"box":{"x":154,"y":390,"width":759,"height":13}},{"id":"5943a5b9-e701-4abd-9791-16de00446dce","block_type":"box","text":"management strategies including corporate culture and purpose.","page_number":100,"box":{"x":154,"y":405,"width":456,"height":13}},{"id":"51be77b9-9288-443a-a6b7-f7b73431242a","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":100,"box":{"x":121,"y":426,"width":817,"height":12}},{"id":"eb986050-be41-426b-9609-49ecd9fdb657","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":100,"box":{"x":154,"y":441,"width":808,"height":12}},{"id":"adbf4ccd-2f55-468b-aee5-16d950a3df3a","block_type":"box","text":"wide compensation policies.","page_number":100,"box":{"x":153,"y":456,"width":199,"height":12}},{"id":"62b4309e-94e7-4c2b-b8d2-cf4b788b6527","block_type":"box","text":"We may vote against the election of the chair of the committee or other directors serving as committee members to convey","page_number":100,"box":{"x":88,"y":482,"width":866,"height":13}},{"id":"2f771564-62ab-4aca-9a27-3e8b34e90fce","block_type":"box","text":"our concerns and provide feedback on how a committee has undertaken its responsibilities. We may vote against the election","page_number":100,"box":{"x":89,"y":497,"width":877,"height":13}},{"id":"09b3c021-2965-40e3-9c1f-c3f83f624fb0","block_type":"box","text":"of the most senior non-executive director if there is not a clearly disclosed approach to board committees.","page_number":100,"box":{"x":89,"y":513,"width":742,"height":12}},{"id":"be298994-ea7c-4bbe-acaf-457bb51c456d","block_type":"box","text":"Board and director evaluation","page_number":100,"box":{"x":106,"y":539,"width":212,"height":10}},{"id":"1a89cff7-3b2a-452e-8d5c-570365b3ad49","block_type":"box","text":"We consider it best practice for companies to conduct an annual review of the performance of the board, the committees,","page_number":100,"box":{"x":88,"y":565,"width":853,"height":13}},{"id":"0bfaca90-8691-4842-a3bc-2e35743cdd10","block_type":"box","text":"the chair and individual directors. Periodically, this review could be undertaken by an independent third party able to bring","page_number":100,"box":{"x":88,"y":581,"width":853,"height":12}},{"id":"afe52535-9a6c-4257-b55e-34f31118b463","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":100,"box":{"x":89,"y":596,"width":871,"height":12}},{"id":"cdde90d2-17ec-4d35-8255-565b5bb9d343","block_type":"box","text":"and objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":100,"box":{"x":89,"y":611,"width":661,"height":12}},{"id":"ddabba86-a8bb-4f25-bfcd-644df0e11c8f","block_type":"box","text":"Access to independent advice","page_number":100,"box":{"x":104,"y":637,"width":216,"height":13}},{"id":"cce7d01b-bcc1-4a58-b685-bba03732ae66","block_type":"box","text":"To support the directors in effectively fulfilling their duties to the company and shareholders, they should have access to","page_number":100,"box":{"x":88,"y":664,"width":840,"height":12}},{"id":"dfacfdcc-a587-4310-a664-ac8cad935c20","block_type":"box","text":"independent advice. When circumstances warrant, boards should be able to retain independent third parties to advise on","page_number":100,"box":{"x":89,"y":679,"width":846,"height":12}},{"id":"e6239a4c-3ee0-4b6c-b405-dc8acdce81c2","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":100,"box":{"x":89,"y":694,"width":843,"height":12}},{"id":"69eef202-dc5f-40a0-9b08-5d7d0339a846","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":100,"box":{"x":89,"y":709,"width":841,"height":12}},{"id":"a35f6f30-5713-4693-a056-de2afb3c487a","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":100,"box":{"x":89,"y":724,"width":805,"height":13}},{"id":"c86b00f9-1c78-442c-86ff-75ae301e60f1","block_type":"box","text":"succession planning.","page_number":100,"box":{"x":89,"y":739,"width":145,"height":13}},{"id":"d8b4d8c8-2c75-4678-8738-809f8d10ca40","block_type":"box","text":"Executive compensation","page_number":100,"box":{"x":89,"y":766,"width":174,"height":12}},{"id":"37b9bb70-db0d-4f7e-bf0b-1237240d58cf","block_type":"box","text":"Boards should establish compensation arrangements that enable the company to recruit, retain and reward the caliber of","page_number":100,"box":{"x":89,"y":792,"width":848,"height":13}},{"id":"9f37a96e-627e-4d81-b8af-f0e5846067bb","block_type":"box","text":"executive management necessary to lead and operate the company to deliver superior financial returns over time. We focus","page_number":100,"box":{"x":89,"y":807,"width":864,"height":13}},{"id":"ef9c44c3-f37d-4050-be6a-f137d970de1d","block_type":"box","text":"on alignment between variable pay and a company’s financial performance.","page_number":100,"box":{"x":89,"y":822,"width":529,"height":13}},{"id":"e5953c5e-749a-445f-904f-7774680489d8","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":100,"box":{"x":89,"y":849,"width":787,"height":12}},{"id":"b42421f3-2438-4c13-9282-a13da41786d7","block_type":"box","text":"performance against short-term metrics, share-based incentives that reward performance against long-term metrics, and","page_number":100,"box":{"x":89,"y":864,"width":851,"height":12}},{"id":"c2a6b963-4596-4b7d-8383-af06cb17a6e6","block_type":"box","text":"A-8","page_number":100,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"44f1652d-8fee-4ec4-b669-e5924c20357f","block_type":"box","text":"pensions and benefits. In our observation, base salary, pensions and benefits are largely set relative to market norms and","page_number":101,"box":{"x":89,"y":44,"width":842,"height":12}},{"id":"04685ce8-df43-449d-be74-9fc581b893ed","block_type":"box","text":"benchmarks. The annual bonus and share-based incentive, or variable pay plans, tend to be tailored to the company, its","page_number":101,"box":{"x":89,"y":59,"width":834,"height":12}},{"id":"fd99c156-1590-4c52-b3b8-cce3eb7f53f2","block_type":"box","text":"sector and long-term strategy, as well as the individuals the board is seeking to recruit and motivate.","page_number":101,"box":{"x":89,"y":74,"width":701,"height":12}},{"id":"cb8cad8c-35d6-4424-a218-46c7029de49f","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":101,"box":{"x":89,"y":101,"width":819,"height":12}},{"id":"7dccb9e0-4c88-4f00-af2d-e7284748ec48","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":101,"box":{"x":89,"y":116,"width":836,"height":12}},{"id":"743bcfa2-101b-48e9-95aa-dde3feb0c870","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":101,"box":{"x":89,"y":131,"width":825,"height":12}},{"id":"1295fac5-78c1-4946-9de6-8fcb12637cc4","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":101,"box":{"x":89,"y":146,"width":673,"height":12}},{"id":"db7f85de-966a-410f-bcf3-93bed81b89ad","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":101,"box":{"x":121,"y":166,"width":823,"height":12}},{"id":"479dba2d-d3e0-4443-881d-a00f9ed482f5","block_type":"box","text":"company’s size, sector and market.","page_number":101,"box":{"x":154,"y":181,"width":244,"height":13}},{"id":"c7fde4c5-fbda-4be0-bc7c-6bda263a8c6a","block_type":"box","text":"• Variable pay subject to performance metrics that are closely linked to the company’s short- and long-term strategic","page_number":101,"box":{"x":121,"y":201,"width":840,"height":13}},{"id":"96520cfe-3fa2-4eeb-ab1d-82607930715a","block_type":"box","text":"objectives.","page_number":101,"box":{"x":154,"y":216,"width":72,"height":13}},{"id":"d1d1378b-b804-4419-a000-6426075d972e","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":101,"box":{"x":121,"y":237,"width":637,"height":12}},{"id":"bc0769be-a7df-40a4-b1f8-b6269dd9344f","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":101,"box":{"x":121,"y":257,"width":805,"height":12}},{"id":"ced6179a-aab2-41c8-a746-aa204891baa5","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":101,"box":{"x":154,"y":272,"width":778,"height":12}},{"id":"d46003b6-fe98-4bde-92ca-26be9aacf887","block_type":"box","text":"• Outcomes that are consistent with the returns to investors over the relevant time period.","page_number":101,"box":{"x":121,"y":292,"width":651,"height":12}},{"id":"e727c8c3-fb31-449d-9914-66a66d492a2c","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":101,"box":{"x":121,"y":312,"width":752,"height":13}},{"id":"2848e086-bdc3-4b29-8e6a-7ed5b45488b8","block_type":"box","text":"transparently.","page_number":101,"box":{"x":153,"y":327,"width":94,"height":13}},{"id":"4f0851ab-7a22-46e9-bc44-c58fd80e5347","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":101,"box":{"x":121,"y":348,"width":822,"height":12}},{"id":"3464d46a-9b5e-476a-b9e4-895ba9717349","block_type":"box","text":"company within a defined time period, as determined by the board.","page_number":101,"box":{"x":154,"y":363,"width":470,"height":12}},{"id":"0a00f674-03c4-4789-8a17-d3f42e0e74f4","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":101,"box":{"x":121,"y":383,"width":737,"height":12}},{"id":"9ff73c36-9305-4454-a769-7a0167248d2f","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":101,"box":{"x":121,"y":403,"width":774,"height":12}},{"id":"372cf8a3-49a9-4f49-aaa9-95b88b85451c","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":101,"box":{"x":154,"y":418,"width":805,"height":12}},{"id":"f95ebfa6-f1ee-4b10-9ca0-2e5c4d1a7892","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":101,"box":{"x":121,"y":438,"width":756,"height":13}},{"id":"84ce646d-d0d1-4efe-8648-b083be42f026","block_type":"box","text":"We may vote against proposals to introduce new share-based incentives, approve existing policies or plans, or approve the","page_number":101,"box":{"x":88,"y":465,"width":857,"height":12}},{"id":"89d251f6-cfbb-4457-b53b-0f7fb757dbfe","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":101,"box":{"x":89,"y":480,"width":825,"height":12}},{"id":"e259cc16-230f-4fcc-b5fb-7018e018f108","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":101,"box":{"x":88,"y":495,"width":804,"height":12}},{"id":"f8efa838-7bf1-49ee-b344-52f317a64a26","block_type":"box","text":"misaligned with performance, we may vote against the election of the chair of the responsible committee, or the most senior","page_number":101,"box":{"x":89,"y":510,"width":874,"height":12}},{"id":"5a65e281-41ee-4f54-a3cf-763c0f64745f","block_type":"box","text":"independent director.","page_number":101,"box":{"x":89,"y":525,"width":148,"height":12}},{"id":"2753a802-7e6d-4c9f-96e9-440aa6ff9534","block_type":"box","text":"Non-executive director compensation","page_number":101,"box":{"x":89,"y":552,"width":272,"height":12}},{"id":"aafdbc77-94a3-4196-9208-a1a37594cd6f","block_type":"box","text":"Companies generally pay non-executive directors an annual retainer or fee in cash, shares or a combination of the two. Some","page_number":101,"box":{"x":89,"y":578,"width":875,"height":12}},{"id":"4f0a9afd-5670-4214-a707-2b7607d3dcc9","block_type":"box","text":"companies also pay additional fees for service on board committees or in board leadership roles. We do not support non","page_number":101,"box":{"x":89,"y":593,"width":845,"height":13}},{"id":"1f0046e7-cb32-418a-8b56-c1bade1e1d33","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":101,"box":{"x":89,"y":608,"width":832,"height":13}},{"id":"f54cec7c-cb87-42f3-b1ad-cfb2f34ed6ae","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":101,"box":{"x":89,"y":623,"width":501,"height":13}},{"id":"fb9f7ef8-134e-422a-a6e5-a1a0609d06d1","block_type":"box","text":"Capital structure","page_number":101,"box":{"x":89,"y":650,"width":119,"height":12}},{"id":"a3e279a7-7fb7-4e22-b6ed-8cc261361138","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":101,"box":{"x":89,"y":676,"width":859,"height":13}},{"id":"4617892a-c7d0-4574-8e1d-9f6491d22e3c","block_type":"box","text":"capital allocation and management in support of long-term financial resilience.","page_number":101,"box":{"x":89,"y":691,"width":553,"height":13}},{"id":"0e53911b-3d95-497c-a5c1-71384af145a5","block_type":"box","text":"Where company practices diverge from those set out below, we look for companies to disclose why they view these practices","page_number":101,"box":{"x":88,"y":718,"width":876,"height":12}},{"id":"f173d654-53fd-4872-9037-337cf2efb19c","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities or","page_number":101,"box":{"x":88,"y":733,"width":875,"height":12}},{"id":"bcd932bd-ceb0-446f-ad84-ccade70c757b","block_type":"box","text":"the election of the most senior independent director if we have concerns about a company’s approach. We may also support","page_number":101,"box":{"x":88,"y":748,"width":873,"height":12}},{"id":"4cc82ce1-9725-4570-8bb8-1ecc159ef7e0","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":101,"box":{"x":89,"y":763,"width":838,"height":13}},{"id":"39174173-fd15-4c52-b4c5-fc3423185158","block_type":"box","text":"Share issuance","page_number":101,"box":{"x":105,"y":790,"width":107,"height":9}},{"id":"bd44fda7-4d6e-45f9-aa59-c5dbdaaa09ee","block_type":"box","text":"We assess requests for share issuance for particular transactions on a case-by-case basis. We will generally support","page_number":101,"box":{"x":88,"y":816,"width":807,"height":13}},{"id":"87bf593b-ebff-40f3-b6ed-877b4f45866b","block_type":"box","text":"authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights. Companies should","page_number":101,"box":{"x":89,"y":831,"width":868,"height":13}},{"id":"2975f3ad-f4e7-4fe3-b7b3-9e9a003cc423","block_type":"box","text":"seek regular approval of these authorities to allow shareholders to take into consideration how prior authorities were used, as","page_number":101,"box":{"x":89,"y":846,"width":877,"height":13}},{"id":"3cc63abf-09ba-485d-9fee-2356c4c65170","block_type":"box","text":"well as the current circumstances of the company and the market environment.","page_number":101,"box":{"x":88,"y":862,"width":558,"height":12}},{"id":"ad277378-8ba9-4723-b96f-5cf5c6f5a44e","block_type":"box","text":"A-9","page_number":101,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"e205ed83-5251-44f3-a9d1-5668f14f3bc0","block_type":"box","text":"Share buybacks","page_number":102,"box":{"x":105,"y":44,"width":113,"height":12}},{"id":"49e0d708-8a57-4d36-a616-3158e9817dfc","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":102,"box":{"x":88,"y":70,"width":786,"height":13}},{"id":"ffbe7755-153d-4c1f-b634-f5bcb0af4606","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":102,"box":{"x":89,"y":85,"width":844,"height":13}},{"id":"23232911-a60b-4471-a899-6a8da545443a","block_type":"box","text":"company and returning cash to investors. We also take into consideration the effect of a buyback program on the company’s","page_number":102,"box":{"x":89,"y":101,"width":872,"height":12}},{"id":"c70c45ac-dcdb-45db-9df5-cc8a64d22bea","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":102,"box":{"x":89,"y":116,"width":858,"height":12}},{"id":"b835759a-59d4-47cb-a412-d7485eaa6b1c","block_type":"box","text":"price. Companies should seek regular approval of these authorities to allow shareholders to take into consideration how prior","page_number":102,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"ec357e0e-1ab1-45a8-93b4-ee3679a82fe8","block_type":"box","text":"authorities were used, as well as the current circumstances of the company and the market environment.","page_number":102,"box":{"x":89,"y":146,"width":735,"height":12}},{"id":"1989b19e-2fa8-4ae4-9336-f4939522c578","block_type":"box","text":"We would normally expect companies to cancel repurchased shares. If a company plans to retain them as treasury shares,","page_number":102,"box":{"x":88,"y":172,"width":854,"height":13}},{"id":"272e6693-c534-41c6-a256-d53ce25c1a52","block_type":"box","text":"management should provide a detailed rationale in the context of the disclosed capital management strategy.","page_number":102,"box":{"x":89,"y":188,"width":767,"height":12}},{"id":"8b54ca6e-82e7-4937-968e-82ef89dc37bd","block_type":"box","text":"Dividends","page_number":102,"box":{"x":106,"y":214,"width":70,"height":10}},{"id":"42d9438b-1c68-4478-8ff1-40bbfa1d6c2b","block_type":"box","text":"We generally defer to management and the board on dividend policy but may engage to seek further clarification where a","page_number":102,"box":{"x":88,"y":240,"width":852,"height":13}},{"id":"83c96827-d93d-4de3-b67f-0e5b0781dcf3","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":102,"box":{"x":89,"y":256,"width":534,"height":12}},{"id":"0f36eb37-570d-4eba-93a1-b184be298dcf","block_type":"box","text":"Differentiated voting rights","page_number":102,"box":{"x":106,"y":282,"width":193,"height":12}},{"id":"2beaabdd-0a22-4278-9b6e-6f94f8cbe09a","block_type":"box","text":"We prefer companies to adopt a one-share, one-vote structure for share classes with the same economic exposure. Certain","page_number":102,"box":{"x":88,"y":308,"width":862,"height":13}},{"id":"910a2bb0-6273-4d67-8d83-b377b6244799","block_type":"box","text":"companies, particularly those new to public markets, could make the case to adopt a differentiated voting rights structure, or","page_number":102,"box":{"x":89,"y":324,"width":875,"height":12}},{"id":"f40809b0-586d-4261-aee9-6c6f2f415df3","block_type":"box","text":"dual class stock. In those situations, we encourage companies to evaluate and seek approval for their capital structure on a","page_number":102,"box":{"x":89,"y":339,"width":860,"height":12}},{"id":"01b5c984-1e38-438f-b401-c534adbc640c","block_type":"box","text":"periodic basis.","page_number":102,"box":{"x":89,"y":354,"width":98,"height":12}},{"id":"7dbb7de3-64e3-4ffc-ae5b-35f136e3b353","block_type":"box","text":"Transactions and special situations","page_number":102,"box":{"x":88,"y":380,"width":253,"height":13}},{"id":"aaab5f41-c522-41a9-8fb4-c6442677329d","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":102,"box":{"x":88,"y":407,"width":813,"height":12}},{"id":"cfdbdd96-1d31-4e4f-9e19-eccf860bc539","block_type":"box","text":"proposals.","page_number":102,"box":{"x":89,"y":422,"width":70,"height":12}},{"id":"fe39941e-6828-4c22-ae88-e06abf55f94f","block_type":"box","text":"Mergers and acquisitions","page_number":102,"box":{"x":105,"y":448,"width":182,"height":13}},{"id":"041cbcf6-0639-4999-813b-a7f09d9bfd0c","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":102,"box":{"x":88,"y":475,"width":856,"height":12}},{"id":"b1a85a38-fb0a-478a-a825-a0c9937cc041","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":102,"box":{"x":89,"y":490,"width":846,"height":12}},{"id":"99f095e7-9d2f-4e67-b394-bb0c1c67f39b","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":102,"box":{"x":89,"y":505,"width":861,"height":12}},{"id":"15352abe-7398-443f-af52-7b5da269e70b","block_type":"box","text":"the transaction enhances shareholder value. The board should consider establishing an ad hoc transaction committee to","page_number":102,"box":{"x":88,"y":520,"width":845,"height":12}},{"id":"fd354851-bbbd-4905-bd27-bd6668d6c957","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":102,"box":{"x":89,"y":535,"width":855,"height":13}},{"id":"afb429cc-dddf-424e-968d-e359e95ae3a8","block_type":"box","text":"shareholders.","page_number":102,"box":{"x":89,"y":550,"width":93,"height":10}},{"id":"b5bab5e6-b445-4d77-8392-613342bdbdf4","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":102,"box":{"x":88,"y":577,"width":727,"height":12}},{"id":"2e352ee8-e267-4900-8822-03559cc3358f","block_type":"box","text":"Anti-takeover defenses","page_number":102,"box":{"x":104,"y":603,"width":167,"height":10}},{"id":"28ec7d19-fb96-46e8-84af-74fad2e6f071","block_type":"box","text":"In principle, we do not support companies using anti-takeover defenses, also known as poison pills or shareholder rights","page_number":102,"box":{"x":89,"y":630,"width":842,"height":12}},{"id":"a79cc4eb-afec-463e-9b21-422056b2d3e0","block_type":"box","text":"plans, as they can entrench management and boards which have not delivered long-term shareholder value. By exception, a","page_number":102,"box":{"x":89,"y":645,"width":867,"height":12}},{"id":"ece88dfc-ca60-4d8d-9b0a-15f62c5db365","block_type":"box","text":"poison pill may be supported if its purpose is to delay a takeover that is considered sub-optimal and enable management to","page_number":102,"box":{"x":89,"y":660,"width":865,"height":12}},{"id":"e23119f5-d047-4c59-9f1e-a248cd5dc945","block_type":"box","text":"seek an improved offer. Similarly, management could make the case to use a poison pill to block a shareholder activism","page_number":102,"box":{"x":89,"y":675,"width":832,"height":12}},{"id":"dd5cdb36-ce96-40e1-9ec1-0b61641c40a3","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":102,"box":{"x":89,"y":690,"width":856,"height":13}},{"id":"90bf2188-a95f-404d-af02-1325e60952c6","block_type":"box","text":"should be limited in term and threshold, and also be closely monitored by the independent members of the board. We look","page_number":102,"box":{"x":89,"y":705,"width":859,"height":13}},{"id":"c2367185-b6ee-45bc-9033-d65d72a71836","block_type":"box","text":"for a shareholder vote for any mechanisms expected to be in place for more than 12 months.","page_number":102,"box":{"x":88,"y":720,"width":650,"height":13}},{"id":"91de2717-2684-41fa-8b00-4e0950b7cd2b","block_type":"box","text":"Shareholder activism","page_number":102,"box":{"x":105,"y":747,"width":151,"height":10}},{"id":"b5d8a8a9-8434-4e5b-8bad-c1460a74e9a9","block_type":"box","text":"When companies are the focus of an activism campaign, we may engage with the activist to understand their analysis and","page_number":102,"box":{"x":88,"y":773,"width":857,"height":13}},{"id":"80fc16bb-aac2-4b28-840d-718008f8fa60","block_type":"box","text":"objectives, once they have gone public. We will also engage with company management and possibly board members,","page_number":102,"box":{"x":89,"y":788,"width":829,"height":13}},{"id":"dc858613-c5c6-4532-af12-0cbfe539f440","block_type":"box","text":"especially those the activist may be seeking to replace. In our assessment, we evaluate various factors, including the","page_number":102,"box":{"x":89,"y":804,"width":811,"height":12}},{"id":"aeefcf75-df87-4648-9314-4ddbab776a38","block_type":"box","text":"concerns raised by the activist and the case for change; the quality of both the activist’s and management’s plans; and the","page_number":102,"box":{"x":89,"y":819,"width":855,"height":12}},{"id":"bfda3444-45bb-4ad0-97a7-ab3bd4015a0e","block_type":"box","text":"qualifications of each party’s candidates. We evaluate each contested situation by assessing the potential financial outcome","page_number":102,"box":{"x":89,"y":834,"width":866,"height":12}},{"id":"1d20d2dd-bc9a-41cb-ad9a-1dd499045bcb","block_type":"box","text":"for our clients as minority shareholders.","page_number":102,"box":{"x":88,"y":849,"width":278,"height":12}},{"id":"2d733214-4f96-4538-b849-a8736d902087","block_type":"box","text":"A-10","page_number":102,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"005167cf-fdbc-4b7e-bfae-18f4957d6193","block_type":"box","text":"We may support board candidates nominated by a shareholder activist if the activist has demonstrated that their case for","page_number":103,"box":{"x":88,"y":44,"width":849,"height":12}},{"id":"fd9fde69-9235-4132-8e5b-95ade6deed8d","block_type":"box","text":"change enhances shareholder value, or if the incumbent board members do not demonstrate the relevant skills and expertise","page_number":103,"box":{"x":89,"y":59,"width":876,"height":12}},{"id":"b8e739ef-41cf-43e1-8e1d-c50125658ca5","block_type":"box","text":"or have a poor track record of protecting shareholders’ interests.","page_number":103,"box":{"x":89,"y":74,"width":449,"height":12}},{"id":"05922528-eeaa-4d21-bf1e-89c768a6190f","block_type":"box","text":"Significant shareholders and related party transactions","page_number":103,"box":{"x":105,"y":101,"width":396,"height":12}},{"id":"9ebda3fb-bdf6-4aaf-892a-28b7e67b056b","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should be able to demonstrate that the interests of all","page_number":103,"box":{"x":89,"y":127,"width":804,"height":12}},{"id":"8eb2aa2c-4539-43e5-912d-3759179682a8","block_type":"box","text":"shareholders are given equitable consideration.","page_number":103,"box":{"x":89,"y":142,"width":329,"height":12}},{"id":"93c64e62-bb59-439d-900c-26577c2313b1","block_type":"box","text":"Transactions with related parties, such as significant shareholders or companies connected with the public company, should","page_number":103,"box":{"x":88,"y":169,"width":871,"height":12}},{"id":"b57a4b01-c0b5-4ad1-9061-c89e3678f3b6","block_type":"box","text":"be disclosed in detail and conducted on terms similar to what would objectively have been agreed with a non-related party.","page_number":103,"box":{"x":89,"y":184,"width":861,"height":12}},{"id":"4196bfbf-659c-4e2f-a473-d41d65b665b8","block_type":"box","text":"Such transactions should be reviewed and approved by the independent members of the board, and if voted on, only","page_number":103,"box":{"x":88,"y":199,"width":818,"height":12}},{"id":"3ff9beaf-da37-4f11-b76f-b4ae0fec80e6","block_type":"box","text":"disinterested shareholders should vote.","page_number":103,"box":{"x":89,"y":214,"width":273,"height":10}},{"id":"c165528c-6db8-449a-b922-6f456fc2c7ae","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":103,"box":{"x":89,"y":240,"width":352,"height":13}},{"id":"5d318558-78df-4ff0-8da9-6bac68d0a72a","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":103,"box":{"x":89,"y":267,"width":783,"height":12}},{"id":"94d6079d-6077-4925-a98a-364d8a6e04bd","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":103,"box":{"x":89,"y":282,"width":868,"height":12}},{"id":"e7a5b255-0264-463e-b3a7-237ac35994f0","block_type":"box","text":"the company to create shareholder value over time. The board should oversee corporate reporting and the policies and","page_number":103,"box":{"x":88,"y":297,"width":831,"height":12}},{"id":"ec4b3cdd-1479-4d23-9c55-e8dce787a9bb","block_type":"box","text":"procedures underpinning the internal audit function and external audit.","page_number":103,"box":{"x":89,"y":312,"width":499,"height":13}},{"id":"45a88d60-4dc4-4020-b16a-a4fd9f82d844","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors and other stakeholders on its","page_number":103,"box":{"x":88,"y":339,"width":829,"height":12}},{"id":"05759575-4814-4d50-bf0c-7c0282e400d2","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":103,"box":{"x":88,"y":354,"width":879,"height":12}},{"id":"65f0f857-b97c-4127-8cff-9e058ddc1754","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":103,"box":{"x":89,"y":369,"width":862,"height":12}},{"id":"1229fd48-252f-4fd1-b71f-4ed33d5ec5cd","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":103,"box":{"x":89,"y":384,"width":864,"height":12}},{"id":"025e7199-ca03-4e08-a7bc-371c03920b09","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":103,"box":{"x":89,"y":399,"width":862,"height":13}},{"id":"5a325ca5-bf3b-48b4-995a-d06e8e59ce65","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":103,"box":{"x":89,"y":414,"width":862,"height":13}},{"id":"819b4c5b-9f83-4101-96af-b432cb23173a","block_type":"box","text":"and the implications of these, disclosed.","page_number":103,"box":{"x":89,"y":429,"width":279,"height":13}},{"id":"5e272fc6-0445-4a0b-956f-7e29e9dddd02","block_type":"box","text":"In this context, audit committees play a vital role in a company’s financial reporting system by providing independent","page_number":103,"box":{"x":89,"y":456,"width":819,"height":12}},{"id":"0f81fa65-16d5-416e-b1f3-846eaca402ea","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, nonfinancial information, internal","page_number":103,"box":{"x":89,"y":471,"width":844,"height":12}},{"id":"c571f1d1-2996-4a75-9144-bef333358461","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":103,"box":{"x":89,"y":486,"width":863,"height":12}},{"id":"1ddb3d76-2bcb-40ab-87f2-4d17ad3b7290","block_type":"box","text":"the quality and reliability of a company’s financial statements and provides an important level of reassurance to shareholders.","page_number":103,"box":{"x":88,"y":501,"width":878,"height":13}},{"id":"1d2d5b46-efcc-45f2-861c-a09a75fc87d3","block_type":"box","text":"Audit committees should have a procedure in place for assessing the independence of the auditor and the quality of the","page_number":103,"box":{"x":88,"y":516,"width":840,"height":13}},{"id":"2963185e-57da-4040-87cc-29d70a71efb6","block_type":"box","text":"external audit process annually.","page_number":103,"box":{"x":89,"y":531,"width":219,"height":13}},{"id":"54a72ae7-fc9d-43d3-a512-54db3d95f5da","block_type":"box","text":"Similarly, material sustainability-related factors that are integral to how a company manages risks or generates revenue","page_number":103,"box":{"x":88,"y":558,"width":834,"height":12}},{"id":"6d118b1c-0713-4d8c-8c71-3845374178a5","block_type":"box","text":"should be disclosed. In our view, the standards developed by the International Sustainability Standards Board, can be helpful","page_number":103,"box":{"x":89,"y":573,"width":867,"height":12}},{"id":"0610868b-3c1c-4c9b-8d69-d5fb9592f9fa","block_type":"box","text":"to companies in preparing such reports","page_number":103,"box":{"x":88,"y":588,"width":275,"height":12}},{"id":"538c0619-e955-4f6d-bffe-316ed6292924","block_type":"box","text":"(4)","page_number":103,"box":{"x":365,"y":586,"width":14,"height":8}},{"id":"33569f5f-b9ed-42d4-92d0-aff228c30e41","block_type":"box","text":".","page_number":103,"box":{"x":381,"y":596,"width":2,"height":2}},{"id":"365814ce-76f7-4b33-a20e-59ac6ee35e6b","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":103,"box":{"x":89,"y":615,"width":868,"height":12}},{"id":"ca475b1c-efa0-47c2-bb31-530e2458e6cd","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":103,"box":{"x":89,"y":630,"width":797,"height":12}},{"id":"e4e698e1-b563-4233-bcf1-e526b6a59c9c","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":103,"box":{"x":89,"y":645,"width":813,"height":12}},{"id":"f16bc743-5a77-4496-98e4-d5afc7d38487","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":103,"box":{"x":89,"y":660,"width":532,"height":12}},{"id":"90925a3d-35f6-496e-bad1-f2fe9632e735","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":103,"box":{"x":88,"y":686,"width":879,"height":13}},{"id":"249f93d1-ca91-4ad9-a7fa-8973ed191796","block_type":"box","text":"reporting. It is helpful when the audit report gives some insight into the scope and focus of the audit, as well as any critical","page_number":103,"box":{"x":89,"y":702,"width":856,"height":12}},{"id":"5cbc1b88-157d-481b-970a-c691ed7f2cfc","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":103,"box":{"x":89,"y":717,"width":850,"height":12}},{"id":"1b7c1338-01ff-43a1-a50f-12d4ed4ec5bd","block_type":"box","text":"and the audit fee should be commensurate. Fees paid to the audit firm for non-audit consulting should not exceed the audit","page_number":103,"box":{"x":89,"y":732,"width":867,"height":12}},{"id":"88de72ee-19a2-4726-a7dd-503bcc9932a3","block_type":"box","text":"fee to a degree that may prompt concerns about the independence of the audit. The audit committee should explain its","page_number":103,"box":{"x":88,"y":747,"width":837,"height":12}},{"id":"f51ca44f-64ba-481b-a398-003880d99f57","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":103,"box":{"x":89,"y":762,"width":618,"height":12}},{"id":"da7ad375-d5fa-4946-85d6-b672c70570bb","block_type":"box","text":"(4) The objective of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information is to require an entity to disclos","page_number":103,"box":{"x":89,"y":818,"width":813,"height":10}},{"id":"c9a4819a-13fd-44b9-877a-c6d11a6dddae","block_type":"box","text":"e informa","page_number":103,"box":{"x":903,"y":818,"width":57,"height":8}},{"id":"d8062fdb-9209-4c98-84d1-4e86dc92b95b","block_type":"box","text":"tion about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decis","page_number":103,"box":{"x":121,"y":831,"width":794,"height":10}},{"id":"229f758e-85ee-49c0-a134-1fa4b4654402","block_type":"box","text":"ions","page_number":103,"box":{"x":916,"y":831,"width":22,"height":7}},{"id":"80079339-d0bd-4229-b1f7-cd90eecdefe1","block_type":"box","text":"relating to providing resources to the entity. The objective of IFRS S2 Climate-related Disclosures is to require an entity to disclose information a","page_number":103,"box":{"x":121,"y":843,"width":804,"height":10}},{"id":"31fb6521-74b2-45a3-9543-311a06b54191","block_type":"box","text":"bout its","page_number":103,"box":{"x":926,"y":843,"width":41,"height":8}},{"id":"d6a859f7-2a1b-4c52-9553-07679ff1107f","block_type":"box","text":"climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to provi","page_number":103,"box":{"x":121,"y":856,"width":798,"height":10}},{"id":"8118f479-d550-4e18-b301-251d04407663","block_type":"box","text":"ding","page_number":103,"box":{"x":921,"y":856,"width":23,"height":10}},{"id":"97005abc-2c30-4ca5-8da8-e3c4ae8eb599","block_type":"box","text":"resources to the entity.","page_number":103,"box":{"x":121,"y":868,"width":127,"height":10}},{"id":"e6a92d00-534e-46da-bf92-62dbe5fed4e0","block_type":"box","text":"A-11","page_number":103,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"35be1004-32c2-425d-b22d-b4a92aa267d6","block_type":"box","text":"We may vote against the election of the responsible directors if corporate reporting is insufficient or there are material","page_number":104,"box":{"x":88,"y":44,"width":824,"height":12}},{"id":"8ed829c8-e3a7-434e-87c0-d33fbf27fa48","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":104,"box":{"x":89,"y":59,"width":826,"height":12}},{"id":"bc64adec-3ab6-48f1-9c32-c826911f5640","block_type":"box","text":"statements or the discharge of the board when we are concerned about the quality of the reporting or the audit. We may","page_number":104,"box":{"x":89,"y":74,"width":845,"height":12}},{"id":"2e3b8781-3300-410d-b5ec-ec24cb28b84c","block_type":"box","text":"vote against proposals to appoint the auditor, ratify the audit report, or approve the audit fee if we are concerned about the","page_number":104,"box":{"x":88,"y":89,"width":861,"height":13}},{"id":"744bf37a-4f38-441c-913f-777a9131e988","block_type":"box","text":"auditor’s independence, the quality of the audit, or there are material misstatements in financial reports and the board has","page_number":104,"box":{"x":89,"y":104,"width":855,"height":13}},{"id":"4b1e18d4-87b6-4c11-9e8f-2bb10c77ab4a","block_type":"box","text":"not established reasonable remediation plans.","page_number":104,"box":{"x":89,"y":119,"width":320,"height":13}},{"id":"b0f891ae-40f9-4f55-9a69-5632c28b242b","block_type":"box","text":"Shareholder rights and protections","page_number":104,"box":{"x":88,"y":146,"width":252,"height":12}},{"id":"d7c3c14a-e0f3-4625-bfb9-1ab156698429","block_type":"box","text":"General shareholder meetings","page_number":104,"box":{"x":105,"y":172,"width":217,"height":13}},{"id":"ef62318e-6c16-46b4-8028-28df1ae3aba8","block_type":"box","text":"Companies normally have an annual general meeting of shareholders at which routine and non-routine items of business are","page_number":104,"box":{"x":89,"y":199,"width":875,"height":12}},{"id":"8a7f15b4-fba1-475f-b45a-766355d8c0dc","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":104,"box":{"x":89,"y":214,"width":831,"height":12}},{"id":"12695907-3043-4b0c-9a4e-6e8b2ebae80e","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":104,"box":{"x":89,"y":229,"width":846,"height":12}},{"id":"bb817699-bd94-46fa-921e-875feceebc17","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":104,"box":{"x":88,"y":244,"width":823,"height":13}},{"id":"923922e1-991f-42ff-b558-54ad38e9c8e8","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":104,"box":{"x":88,"y":259,"width":774,"height":13}},{"id":"c7126742-93d2-4f93-9cde-4689a10a218c","block_type":"box","text":"We may vote against directors when materials related to the business of the shareholder meeting are not provided in a timely","page_number":104,"box":{"x":88,"y":286,"width":877,"height":12}},{"id":"9e2ebf1e-7a54-4df6-9afc-484b2d483b57","block_type":"box","text":"manner or do not provide sufficient information for us to take an informed voting decision. We may vote against directors if","page_number":104,"box":{"x":89,"y":301,"width":865,"height":12}},{"id":"6b81a8e1-de68-440f-89b3-0593025f1a01","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":104,"box":{"x":88,"y":316,"width":704,"height":12}},{"id":"d1270672-460b-43f8-88bb-311768477c41","block_type":"box","text":"Bylaw amendments","page_number":104,"box":{"x":106,"y":342,"width":140,"height":13}},{"id":"aa2c7e59-fc5b-47f9-8a54-ecc7a2e8436a","block_type":"box","text":"We review bylaw amendments proposed by management on a case-by-case basis and will generally support those that are","page_number":104,"box":{"x":88,"y":369,"width":860,"height":12}},{"id":"23e5e6ee-d129-4d53-b838-4907caa28339","block_type":"box","text":"aligned with the interests of minority shareholders. Any material changes to the bylaws should be explained in detail and put","page_number":104,"box":{"x":89,"y":384,"width":873,"height":12}},{"id":"e3b218a9-8f3e-4973-a877-ad9bfe879fb4","block_type":"box","text":"to a shareholder vote.","page_number":104,"box":{"x":88,"y":399,"width":151,"height":10}},{"id":"0a52ae84-6f4d-4b1f-b3bc-2d65ef3c3821","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections. We may vote against directors if","page_number":104,"box":{"x":88,"y":426,"width":853,"height":12}},{"id":"988b0870-017d-4fb4-a627-4ec1dd71679f","block_type":"box","text":"material changes are made to the bylaws without shareholder approval.","page_number":104,"box":{"x":89,"y":441,"width":501,"height":12}},{"id":"d9e33e28-6a70-4cba-a32d-e934eba483fb","block_type":"box","text":"If not provided for in the relevant corporate law, company bylaws should allow shareholders, individually or as a group, with a","page_number":104,"box":{"x":89,"y":467,"width":876,"height":13}},{"id":"cf74fc9c-0c8e-4d28-b0d1-640cc04320f1","block_type":"box","text":"meaningful shareholding the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":104,"box":{"x":89,"y":482,"width":864,"height":13}},{"id":"b0811c1e-753c-4472-9569-f8a8561ca9aa","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":104,"box":{"x":89,"y":497,"width":579,"height":13}},{"id":"ee90be28-a243-4595-9ffe-ce027925f165","block_type":"box","text":"If not provided for in the relevant corporate law, company bylaws should allow shareholders, individually or as a group, with a","page_number":104,"box":{"x":89,"y":524,"width":876,"height":12}},{"id":"4ed8823e-1aad-4667-82e9-9ac570cf21cd","block_type":"box","text":"meaningful shareholding the right to nominate directors to the company’s board. The threshold for this right should be set","page_number":104,"box":{"x":89,"y":539,"width":859,"height":12}},{"id":"c7c3146e-2eae-441c-abae-55e27d0fc1dc","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":104,"box":{"x":89,"y":554,"width":756,"height":12}},{"id":"4009ce24-b28d-43fe-87c0-a2da9109223c","block_type":"box","text":"Whilst we would not use either of these rights ourselves, we see them as important accountability mechanisms. We may vote","page_number":104,"box":{"x":88,"y":581,"width":878,"height":12}},{"id":"500c6050-3113-4c4e-859c-6967311c65dd","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":104,"box":{"x":88,"y":596,"width":696,"height":12}},{"id":"cfcae456-6623-4fac-81b5-93d1bfb72332","block_type":"box","text":"Change of domicile","page_number":104,"box":{"x":105,"y":622,"width":139,"height":12}},{"id":"cfd9b82c-f930-458a-84ec-628a7624325b","block_type":"box","text":"We generally defer to management on proposals to change a company’s domicile as long as the rationale for doing so is","page_number":104,"box":{"x":88,"y":649,"width":842,"height":12}},{"id":"7b464fba-7da3-4274-a08a-7dcf46586f75","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":104,"box":{"x":89,"y":664,"width":754,"height":12}},{"id":"1b24c085-f5b4-4a83-8cfc-adf351307936","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 our clients’","page_number":104,"box":{"x":88,"y":690,"width":878,"height":13}},{"id":"5273085c-f8cc-4ffc-802d-452f3096a753","block_type":"box","text":"financial interests.","page_number":104,"box":{"x":88,"y":705,"width":126,"height":10}},{"id":"43530543-f25d-4a13-b7c1-49e7bc2a0265","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":104,"box":{"x":105,"y":732,"width":446,"height":12}},{"id":"0ab21985-70a3-49c2-b4fb-1e02c16e47be","block_type":"box","text":"Plans to materially change the nature of a company’s business or its purpose should be disclosed and explained in the","page_number":104,"box":{"x":89,"y":758,"width":826,"height":13}},{"id":"bf897628-1458-42d1-8915-495d13d186a5","block_type":"box","text":"context of long-term strategy and business dynamics. Such changes may significantly alter an investor’s views on the","page_number":104,"box":{"x":89,"y":773,"width":823,"height":13}},{"id":"d74507e7-9628-4939-836c-c0a8349b65d1","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":104,"box":{"x":89,"y":788,"width":455,"height":13}},{"id":"deeffbb6-0ff0-440d-94f8-649b45ea2d64","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 board has","page_number":104,"box":{"x":88,"y":815,"width":871,"height":12}},{"id":"082bfd47-50fd-46fa-96f1-b88f38d11d8f","block_type":"box","text":"not provided a credible argument for change.","page_number":104,"box":{"x":89,"y":830,"width":316,"height":12}},{"id":"d0bf7a5a-30b5-43ff-9a7b-af51a44ad978","block_type":"box","text":"A-12","page_number":104,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"e25c2e1b-5806-4f00-87f2-b95443608f8e","block_type":"box","text":"Shareholder proposals","page_number":105,"box":{"x":88,"y":44,"width":163,"height":12}},{"id":"5dc0f184-1c66-4acd-b08b-26dbd181998e","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":105,"box":{"x":88,"y":70,"width":813,"height":13}},{"id":"c3d27dec-6ef0-41e5-bef1-acdafc17d08f","block_type":"box","text":"shareholder meeting asking a company to take a particular course of action subject to the proposal being supported by a","page_number":105,"box":{"x":89,"y":85,"width":846,"height":13}},{"id":"f89dbd7d-8b91-45de-9a5a-e8a52feed601","block_type":"box","text":"majority of votes cast at the meeting. The topics raised address a range of governance, social and environmental matters that","page_number":105,"box":{"x":89,"y":101,"width":879,"height":12}},{"id":"7adae284-881d-4c9e-91fb-06208e860c4f","block_type":"box","text":"may be relevant to a company’s business. Shareholder proposals are considered by many investors to be an escalation tool","page_number":105,"box":{"x":89,"y":116,"width":857,"height":12}},{"id":"566b08d0-bc92-4879-a043-6c7f53c5bde6","block_type":"box","text":"when a company is unresponsive to their engagement.","page_number":105,"box":{"x":88,"y":131,"width":384,"height":12}},{"id":"69f4b2fa-6827-44ba-b10d-1937d9f4a9f6","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 business and","page_number":105,"box":{"x":88,"y":157,"width":877,"height":13}},{"id":"84ce90ca-34a0-4ef0-889c-4758ef1ac17e","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":105,"box":{"x":89,"y":172,"width":861,"height":13}},{"id":"d726580a-c928-4d97-abcd-a9e105763961","block_type":"box","text":"being acted upon might have on financial performance.","page_number":105,"box":{"x":89,"y":188,"width":388,"height":12}},{"id":"4c61d1c7-63ec-4fad-a7ef-f00788728bfc","block_type":"box","text":"Our general approach where we have concerns about a company’s governance, disclosures or performance is to engage to","page_number":105,"box":{"x":89,"y":214,"width":861,"height":12}},{"id":"ca3bfb84-854a-42be-9543-4ec3ceeaf653","block_type":"box","text":"understand the apparent difference in perspective. If we continue to believe the company is not acting in shareholders’","page_number":105,"box":{"x":89,"y":229,"width":829,"height":12}},{"id":"6c814467-b002-4d06-9e40-56cbbf614b37","block_type":"box","text":"financial interests, we may vote against the election of directors. We may support a relevant shareholder proposal if doing so","page_number":105,"box":{"x":88,"y":244,"width":871,"height":13}},{"id":"14d6e8d4-5f07-483c-9cc0-3b8e77208c35","block_type":"box","text":"reinforces the points made in our engagement or is aligned with our clients’ financial interests. We generally do not support","page_number":105,"box":{"x":89,"y":259,"width":865,"height":13}},{"id":"a9e5aa5c-ea2e-4ad7-8dff-f29e8d9b94db","block_type":"box","text":"shareholder proposals that are legally binding on the company, seek to alter a company’s strategy or direct its operations, or","page_number":105,"box":{"x":89,"y":274,"width":868,"height":13}},{"id":"240a1740-d752-4136-b7bd-27ac841f3087","block_type":"box","text":"are unrelated to how a company manages risk or generates financial returns.","page_number":105,"box":{"x":89,"y":290,"width":537,"height":12}},{"id":"9dd562d0-e94c-4fa1-b48d-b0b97b919abf","block_type":"box","text":"BlackRock is subject to legal and regulatory requirements in the U.S. that place restrictions and limitations on how we can","page_number":105,"box":{"x":89,"y":316,"width":851,"height":12}},{"id":"3f884847-dd50-4b3b-bebc-3b6996f9260f","block_type":"box","text":"interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals.","page_number":105,"box":{"x":89,"y":331,"width":876,"height":12}},{"id":"d28d806e-b3e4-426c-bf07-f4052d45bf09","block_type":"box","text":"We can vote on behalf of clients who authorize us to do so, on proposals put forth by others.","page_number":105,"box":{"x":88,"y":346,"width":647,"height":13}},{"id":"b5ae576d-b16a-470d-9dad-1624ec4f00c0","block_type":"box","text":"Corporate political activities","page_number":105,"box":{"x":89,"y":373,"width":202,"height":12}},{"id":"a4ce4f2c-321f-40cc-845d-4802548cc553","block_type":"box","text":"We seek to understand how companies ensure that their direct and indirect engagement in the policy making process is","page_number":105,"box":{"x":88,"y":399,"width":841,"height":13}},{"id":"2477fd7c-5e8a-476e-9963-c64047f6ba04","block_type":"box","text":"consistent with their public statements on policy matters important to the company’s long-term strategy. The board should","page_number":105,"box":{"x":89,"y":414,"width":865,"height":13}},{"id":"29797104-3fdc-41fd-a768-ee68c18b0cb1","block_type":"box","text":"be aware of the approach taken to corporate political activities as there can be reputational risks arising from inconsistencies.","page_number":105,"box":{"x":89,"y":429,"width":876,"height":13}},{"id":"5da24f7f-73bb-4946-8692-31d3ca1d1aeb","block_type":"box","text":"Companies should, as a minimum, meet all regulatory disclosure requirements on political activities, and ideally, provide","page_number":105,"box":{"x":89,"y":445,"width":839,"height":12}},{"id":"27d9ac53-ddf8-4385-9850-9638293a5da5","block_type":"box","text":"accessible and clear disclosures to shareholders on policy positions, public policy engagement activities and political","page_number":105,"box":{"x":89,"y":460,"width":814,"height":12}},{"id":"fcecac13-af2b-403d-8624-36134949b2e4","block_type":"box","text":"donations. To mitigate the risk of inconsistencies, companies can usefully assess the alignment between their policy priorities","page_number":105,"box":{"x":89,"y":475,"width":878,"height":12}},{"id":"2c6353a3-925e-42a4-817c-f1d643d1c3ce","block_type":"box","text":"and the policy positions of the trade associations of which they are active members and any engagements undertaken by","page_number":105,"box":{"x":89,"y":490,"width":849,"height":12}},{"id":"0ce151d0-754e-407a-90a2-4726f332f1fa","block_type":"box","text":"trade associations on behalf of members.","page_number":105,"box":{"x":88,"y":505,"width":289,"height":10}},{"id":"13eaa35b-a23a-4e92-8397-6cc55c57efbf","block_type":"box","text":"Generally, this is an engagement matter, although we may support a relevant shareholder proposal, or vote against directors,","page_number":105,"box":{"x":89,"y":531,"width":872,"height":13}},{"id":"d39dc775-ba37-4c3b-a846-6046c648b52c","block_type":"box","text":"where a company’s disclosures are insufficient, or it becomes public that there is a material contradiction in a company’s","page_number":105,"box":{"x":88,"y":547,"width":845,"height":12}},{"id":"a596aa6d-7d96-4e78-9cc8-0406ba87f288","block_type":"box","text":"public policy positions and its policy engagement.","page_number":105,"box":{"x":89,"y":562,"width":348,"height":12}},{"id":"cfd42858-eb03-4b58-a1b5-c47bdeb8468a","block_type":"box","text":"Sustainability, or environmental and social, considerations","page_number":105,"box":{"x":88,"y":588,"width":421,"height":12}},{"id":"9ada1676-bb46-4289-9f53-713cc05c9295","block_type":"box","text":"We seek to understand how companies manage the risks and opportunities inherent in their business operations. In our","page_number":105,"box":{"x":88,"y":615,"width":840,"height":12}},{"id":"c2116cd5-b732-4789-8610-afe877ff1aaa","block_type":"box","text":"experience, sustainability-related factors","page_number":105,"box":{"x":89,"y":630,"width":282,"height":12}},{"id":"e63da174-14a7-41a2-b8b2-45528688d874","block_type":"box","text":"(5)","page_number":105,"box":{"x":373,"y":628,"width":14,"height":8}},{"id":"3d88e2df-049b-4565-9e11-6b4280855864","block_type":"box","text":"that are relevant to a company’s business or material to its financial performance,","page_number":105,"box":{"x":392,"y":630,"width":571,"height":12}},{"id":"cbf7fa12-9ddc-491e-b617-6fbcd1473ce7","block_type":"box","text":"are generally operational considerations embedded into day-to-day management systems. Certain sustainability issues may","page_number":105,"box":{"x":89,"y":645,"width":867,"height":12}},{"id":"af8ee6f9-ee02-4591-8030-ac8e2015df50","block_type":"box","text":"also inform long-term strategic planning, for example, investing in product innovation in anticipation of changing consumer","page_number":105,"box":{"x":89,"y":660,"width":868,"height":12}},{"id":"44e75bf0-827d-453a-ad98-97c777758465","block_type":"box","text":"demand or adapting supply chains in response to changing regulatory requirements.","page_number":105,"box":{"x":89,"y":675,"width":593,"height":12}},{"id":"24bc08d0-530d-41f2-8945-dd78ce320ede","block_type":"box","text":"We recognize that the specific sustainability-related factors that may be financially material or business relevant will vary by","page_number":105,"box":{"x":88,"y":702,"width":864,"height":12}},{"id":"bea7ae19-12d4-4b1a-9eec-56988d4c4887","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":105,"box":{"x":89,"y":717,"width":862,"height":12}},{"id":"838754fb-5e50-4420-a927-9b7c0d9ed079","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":105,"box":{"x":89,"y":732,"width":783,"height":12}},{"id":"cb51dbb7-72ec-4a01-8f84-46c992c76e03","block_type":"box","text":"(5) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mod","page_number":105,"box":{"x":89,"y":793,"width":831,"height":10}},{"id":"517442dd-90c4-4400-ba03-cd7e59b49061","block_type":"box","text":"el that","page_number":105,"box":{"x":922,"y":793,"width":34,"height":8}},{"id":"08277ce0-dc7c-495c-928a-a2cccbe70467","block_type":"box","text":"have an environmental or social dependency or impact. Examples of environmental issues include, but are not limited to, water use, land use, waste","page_number":105,"box":{"x":121,"y":805,"width":826,"height":10}},{"id":"efb62776-4663-4cc6-baff-6827c11a538f","block_type":"box","text":"management, and climate risk. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in","page_number":105,"box":{"x":121,"y":818,"width":832,"height":10}},{"id":"9574c0be-b7bc-4bba-9bab-0a34fe852425","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators. It is our view that well-managed companies will effectively evaluat","page_number":105,"box":{"x":121,"y":831,"width":818,"height":10}},{"id":"c6417ed4-91d7-487b-af9d-4bcdf6e35b58","block_type":"box","text":"e","page_number":105,"box":{"x":940,"y":833,"width":5,"height":5}},{"id":"87e57ed4-e659-4964-8b9b-863d33bae358","block_type":"box","text":"and manage material sustainability-related risks and opportunities relevant to their businesses. Governance is the core means by which boards can","page_number":105,"box":{"x":121,"y":843,"width":823,"height":10}},{"id":"7ef7e2f3-d16c-476d-b3c3-2cf0e605505b","block_type":"box","text":"oversee the creation of durable financial value over time. Appropriate risk oversight of business-relevant and material sustainability-related c","page_number":105,"box":{"x":121,"y":856,"width":785,"height":10}},{"id":"0da7fed5-d0c8-4b26-9ea2-70851f201e03","block_type":"box","text":"onsider","page_number":105,"box":{"x":907,"y":856,"width":46,"height":8}},{"id":"18b12642-8225-4841-9b08-77de8253287c","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":105,"box":{"x":121,"y":868,"width":323,"height":10}},{"id":"b8e73dd5-d5f8-420f-b26b-02bebb18b65d","block_type":"box","text":"A-13","page_number":105,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"881d4cb3-478c-48c4-a77d-b7176f51dc99","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":106,"box":{"x":89,"y":44,"width":871,"height":12}},{"id":"d8f09dcf-9640-450a-9e13-d1ee38146a46","block_type":"box","text":"a more holistic assessment of a company’s potential financial performance and the likely risk-adjusted returns of an","page_number":106,"box":{"x":89,"y":59,"width":810,"height":12}},{"id":"bb82c0ea-45df-4465-b67a-7928050ac8e2","block_type":"box","text":"investment.","page_number":106,"box":{"x":89,"y":75,"width":80,"height":9}},{"id":"334657c3-8fb8-405b-95de-9b8c1aa6550b","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":106,"box":{"x":88,"y":101,"width":834,"height":12}},{"id":"14188489-184a-44f0-8497-af42b82368db","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":106,"box":{"x":89,"y":116,"width":762,"height":12}},{"id":"13fcfe25-82cc-42f8-a803-9b3f6e102de3","block_type":"box","text":"Key stakeholders","page_number":106,"box":{"x":89,"y":142,"width":121,"height":12}},{"id":"783a1c73-bea7-413d-b518-5a388d0b54db","block_type":"box","text":"In our view, companies should understand and take into consideration the interests of the various parties on whom they","page_number":106,"box":{"x":89,"y":169,"width":842,"height":12}},{"id":"91b77875-c1e3-4208-9c1b-96f6d199c25e","block_type":"box","text":"depend for their success over time. It is for each company to determine their key stakeholders based on what is material to","page_number":106,"box":{"x":89,"y":184,"width":858,"height":12}},{"id":"9846822d-bdd2-4d0e-b13a-4418d1467d8c","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":106,"box":{"x":88,"y":199,"width":843,"height":12}},{"id":"33498984-5e8d-46b2-8449-a4a60c540584","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":106,"box":{"x":89,"y":214,"width":872,"height":12}},{"id":"5cba93d8-db2e-4b42-b79a-ae3a48fb099a","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":106,"box":{"x":89,"y":229,"width":865,"height":12}},{"id":"c891c51b-150b-4f68-983c-c4218e9363a4","block_type":"box","text":"be financially resilient over time.","page_number":106,"box":{"x":89,"y":244,"width":223,"height":13}},{"id":"ecb650ec-2658-42ef-86e8-a7896c505946","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":106,"box":{"x":89,"y":271,"width":367,"height":12}},{"id":"ec8def68-9803-46c9-8dd1-ac6d3aaa1b77","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":106,"box":{"x":89,"y":297,"width":847,"height":12}},{"id":"d0bc5be8-5e62-415e-9db3-06f90db869bb","block_type":"box","text":"with the objectives of those investment strategies, our stewardship activity in relation to the holdings in those funds differs in","page_number":106,"box":{"x":88,"y":312,"width":875,"height":13}},{"id":"9876b699-997c-4b0a-a2a4-04d150a2faf2","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":106,"box":{"x":89,"y":327,"width":864,"height":13}},{"id":"2bec76b4-6666-4c87-9c41-90c783ca9a8d","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":106,"box":{"x":88,"y":342,"width":878,"height":13}},{"id":"c0155689-8eb4-4f35-b673-d1a79d085b6f","block_type":"box","text":"would be viable in a low-carbon economy, i.e., one in which global temperature rise is limited to 1.5C above pre-industrial","page_number":106,"box":{"x":88,"y":358,"width":849,"height":12}},{"id":"89b7e02a-3e0d-4f47-9433-098584bff3ab","block_type":"box","text":"levels. This approach is only taken following BlackRock receiving the explicit approval from the applicable fund board.","page_number":106,"box":{"x":89,"y":373,"width":820,"height":12}},{"id":"f3b0a1e2-ca6d-4d55-8e06-199df05a4f3f","block_type":"box","text":"The decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":106,"box":{"x":88,"y":399,"width":859,"height":13}},{"id":"da831f76-5ab1-4910-b891-8ec1464e1921","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":106,"box":{"x":88,"y":414,"width":867,"height":13}},{"id":"e42b8d69-8cc6-4012-bb6c-7dc075eae7a1","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":106,"box":{"x":89,"y":429,"width":872,"height":13}},{"id":"ca7d0313-d641-499a-8d05-4c98f5a78b2b","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization.","page_number":106,"box":{"x":88,"y":445,"width":842,"height":12}},{"id":"d2e8bdc1-6ea1-4675-841f-6c99d3a798a2","block_type":"box","text":"These disclosures should include an explanation of the decarbonization scenarios a company is using in its near- and long","page_number":106,"box":{"x":88,"y":460,"width":862,"height":12}},{"id":"365ce1b2-b7c5-4b47-a8bb-bd6dd4a4466d","block_type":"box","text":"term planning, as well as its scope 1, scope 2 and material scope 3 greenhouse gas (GHG) emissions and reduction targets","page_number":106,"box":{"x":88,"y":475,"width":860,"height":12}},{"id":"99e210d2-583d-46af-aa57-7dd159dc641c","block_type":"box","text":"for scope 1 and 2 emissions. As with the BAIS benchmark policies, we consider the climate-risk reporting standard issued by","page_number":106,"box":{"x":88,"y":490,"width":873,"height":12}},{"id":"4fe6e6c0-ca1e-4d69-8fd1-5350def32f3e","block_type":"box","text":"the International Sustainability Standards Board, IFRS S2, a useful reference for such reporting.","page_number":106,"box":{"x":88,"y":505,"width":661,"height":12}},{"id":"92dc51c4-1963-483d-a5bf-38c9ef89cc04","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":106,"box":{"x":89,"y":531,"width":875,"height":13}},{"id":"c7d0445b-c6a2-485a-a93e-9f961671aa6e","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately addressing or disclosing material climate","page_number":106,"box":{"x":89,"y":547,"width":838,"height":12}},{"id":"07ce7fc6-660a-4536-bba3-2ccd723cceed","block_type":"box","text":"related risks. We may recommend supporting shareholder proposals seeking information relevant to a company’s stated low","page_number":106,"box":{"x":89,"y":562,"width":876,"height":12}},{"id":"e67e8e50-ca31-4d8d-a4d4-24b922c485d6","block_type":"box","text":"carbon transition strategy and targets that the company does not currently provide and that would be helpful to investment","page_number":106,"box":{"x":89,"y":577,"width":866,"height":12}},{"id":"0c0ce3d5-4e4b-4494-992f-49f530ba4e29","block_type":"box","text":"decision-making. As under the BAIS benchmark approach, the active portfolio managers are ultimately responsible for voting","page_number":106,"box":{"x":89,"y":592,"width":875,"height":12}},{"id":"7b9cfe85-175f-425a-a3de-3e1c25e8d3ea","block_type":"box","text":"consistent with their investment mandate and fund objectives.","page_number":106,"box":{"x":89,"y":607,"width":437,"height":12}},{"id":"04ca9540-07fe-4826-8f2c-99c65f0e02ea","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":106,"box":{"x":88,"y":633,"width":643,"height":13}},{"id":"741b7ee2-29f2-49c9-ae88-2633e35dac68","block_type":"box","text":"Oversight","page_number":106,"box":{"x":105,"y":660,"width":69,"height":12}},{"id":"1501a099-750d-4399-8e9e-ab10c782260c","block_type":"box","text":"The Global Head of BAIS has primary oversight of and responsibility for the team’s activities, including voting in accordance","page_number":106,"box":{"x":88,"y":686,"width":865,"height":13}},{"id":"f1415f3a-2b22-4b72-ba82-2d91f04a1e4b","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (“the Guidelines”), which","page_number":106,"box":{"x":88,"y":702,"width":835,"height":12}},{"id":"954239b4-179c-4d28-a43d-52847fec0b3c","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":106,"box":{"x":89,"y":717,"width":878,"height":12}},{"id":"444a21bb-60a5-499a-a4a3-0c7a2f05f970","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":106,"box":{"x":88,"y":732,"width":868,"height":12}},{"id":"585323c5-83e4-4a5c-b64e-5913976d6974","block_type":"box","text":"reporting lines, and oversight.","page_number":106,"box":{"x":89,"y":747,"width":207,"height":12}},{"id":"c1030b6d-5acf-4ab7-a122-56427a36b053","block_type":"box","text":"The Active Investment Stewardship Oversight Committee, comprised of senior representatives of the active investment, legal","page_number":106,"box":{"x":88,"y":773,"width":873,"height":13}},{"id":"0cb406d3-a9ef-490f-8654-7995f80603f6","block_type":"box","text":"and risk teams, reviews and advises on amendments to BAIS’ Global Engagement and Voting Guidelines. The Committee also","page_number":106,"box":{"x":89,"y":788,"width":878,"height":13}},{"id":"ca9c7909-56da-4ae3-a9f7-1d2b364da947","block_type":"box","text":"considers developments in corporate governance, related public policy, and market norms and how these might influence","page_number":106,"box":{"x":89,"y":804,"width":852,"height":12}},{"id":"1def4ad4-70fd-4df8-9084-01c18bb2c191","block_type":"box","text":"BAIS’ policies and practices. The Committee does not determine voting decisions, which are the responsibility of BAIS and","page_number":106,"box":{"x":89,"y":819,"width":853,"height":12}},{"id":"daf86493-0cd6-49d8-aed6-7b988518beeb","block_type":"box","text":"the relevant active equity investors.","page_number":106,"box":{"x":88,"y":834,"width":246,"height":12}},{"id":"04fdbf8f-0d60-413c-8c3c-ed49fd6951d9","block_type":"box","text":"A-14","page_number":106,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"5b8a088f-009c-47b7-bfd3-141b80cefcc3","block_type":"box","text":"In addition, there is a standing advisory group of senior active investors who counsel BAIS on complex or high-profile votes","page_number":107,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"2e40cb9e-c878-41b1-90a5-03d652ac3c30","block_type":"box","text":"before a recommendation is finalized and escalated to the portfolio managers with holdings in the company under","page_number":107,"box":{"x":89,"y":59,"width":801,"height":12}},{"id":"a24e02d6-87a8-4879-89fc-8022aa221893","block_type":"box","text":"consideration. This group also formally reviews any revisions to the Engagement and Voting Guidelines proposed by BAIS as","page_number":107,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"694c4de4-f61e-477d-b1b1-9810b8044bb6","block_type":"box","text":"part of its annual review.","page_number":107,"box":{"x":89,"y":89,"width":170,"height":13}},{"id":"53c39149-5b41-45c0-89fd-8e7c6ecab893","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":107,"box":{"x":89,"y":116,"width":862,"height":12}},{"id":"d1dc5255-cc65-4c02-b427-2034afe0bc66","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":107,"box":{"x":89,"y":131,"width":873,"height":12}},{"id":"4a85f4cc-45a7-4468-b47e-c152eca6963e","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":107,"box":{"x":89,"y":146,"width":874,"height":12}},{"id":"3576ff6c-9e6d-49b8-a2d6-be708bbeb539","block_type":"box","text":"of important developments in the corporate governance field. BAIS may use third parties for certain of the foregoing activities","page_number":107,"box":{"x":89,"y":161,"width":878,"height":12}},{"id":"22a27b90-927b-434b-8f65-234f6bbe75a1","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":107,"box":{"x":89,"y":176,"width":807,"height":13}},{"id":"563c5851-f673-44a4-ab2e-e76e95e892ac","block_type":"box","text":"Voting guidelines and vote execution","page_number":107,"box":{"x":104,"y":203,"width":267,"height":12}},{"id":"8a1a7614-c361-4228-a1cb-716485005251","block_type":"box","text":"BlackRock votes on proxy issues when our clients authorize us to do so. We carefully consider the voting items submitted to","page_number":107,"box":{"x":89,"y":229,"width":866,"height":12}},{"id":"976413e6-4660-4e7c-b2e3-c640cfe3b9bf","block_type":"box","text":"funds and other fiduciary account(s) (Fund or Funds) for which we have voting authority. BlackRock votes (or refrains from","page_number":107,"box":{"x":88,"y":244,"width":863,"height":13}},{"id":"db1da38b-75d9-41cb-8b07-6cdae22cb998","block_type":"box","text":"voting) for each Fund for which we have voting authority based on our evaluation of the alignment of the voting items with","page_number":107,"box":{"x":88,"y":259,"width":863,"height":13}},{"id":"618dc86b-44d8-40fc-80dd-3fca1dfa509a","block_type":"box","text":"the long-term economic interests of our clients, in the exercise of our independent business judgment, and without regard to","page_number":107,"box":{"x":88,"y":274,"width":877,"height":13}},{"id":"6a9144e6-45f1-4cf8-863a-e4b2689c1db3","block_type":"box","text":"the relationship of the issuer (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s affiliates (if","page_number":107,"box":{"x":88,"y":290,"width":848,"height":12}},{"id":"b1ef9fde-a097-4a65-98bb-94555d874766","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":107,"box":{"x":89,"y":305,"width":841,"height":12}},{"id":"d46fd237-fde7-474e-b87b-6029f55d7781","block_type":"box","text":"below).","page_number":107,"box":{"x":89,"y":320,"width":50,"height":12}},{"id":"4eb0169e-ed66-4213-92c2-2188de23b125","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":107,"box":{"x":88,"y":346,"width":859,"height":13}},{"id":"ce852c43-d8f8-46cc-977b-d20394e24514","block_type":"box","text":"portfolio managers have the right to vote differently on their holdings if they determine doing so is more aligned with the","page_number":107,"box":{"x":89,"y":361,"width":846,"height":13}},{"id":"4d3d80b7-b6d4-4cac-835c-e2c7be05fc5a","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":107,"box":{"x":89,"y":376,"width":619,"height":13}},{"id":"eef99f3a-8ad7-4b29-8443-8dbdd9e101d8","block_type":"box","text":"The Guidelines are not intended to be exhaustive. BAIS applies the Guidelines on a case-by-case basis, in the context of the","page_number":107,"box":{"x":88,"y":403,"width":862,"height":12}},{"id":"dd4da961-e289-4a76-a0c3-8427562109f5","block_type":"box","text":"individual circumstances of each company and the specific issue under review. As such, the Guidelines do not indicate how","page_number":107,"box":{"x":89,"y":418,"width":863,"height":12}},{"id":"42755a69-0c8c-46e9-b9d8-080bd1598490","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":107,"box":{"x":89,"y":433,"width":827,"height":13}},{"id":"7dae7037-4d13-48b0-a5fe-dadb95cdf3e0","block_type":"box","text":"insight into how we typically approach issues that commonly arise on corporate ballots. The Guidelines are reviewed","page_number":107,"box":{"x":89,"y":448,"width":815,"height":13}},{"id":"f5d67503-55eb-405b-8e52-2f85fe1c23df","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":107,"box":{"x":89,"y":463,"width":826,"height":13}},{"id":"0dbe4f5f-98e2-4dce-950d-e2b8a73d6545","block_type":"box","text":"feedback from companies and clients. In this way, BAIS aims to maintain policies that explain our approach to governance","page_number":107,"box":{"x":88,"y":479,"width":854,"height":12}},{"id":"2acf5563-0987-47d9-bd95-574321c5e085","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":107,"box":{"x":89,"y":494,"width":452,"height":12}},{"id":"e9479972-8264-4d4b-8df5-82d2f81b39e5","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BAIS’ ability to vote such proxies, as well as the","page_number":107,"box":{"x":89,"y":520,"width":846,"height":12}},{"id":"2c39b9c8-5c4b-4521-9fa5-6d55a96e6cd1","block_type":"box","text":"desirability of voting such proxies. These issues include, but are not limited to: i) untimely notice of shareholder meetings; ii)","page_number":107,"box":{"x":89,"y":535,"width":867,"height":13}},{"id":"fa8062d4-ebab-44c4-ac67-93961f068d1f","block_type":"box","text":"restrictions on a foreigner’s ability to exercise votes; iii) requirements to vote proxies in person; iv) “share-blocking”","page_number":107,"box":{"x":89,"y":550,"width":804,"height":13}},{"id":"931fa1e2-36e8-4246-bdbe-6895ba1b82f6","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some","page_number":107,"box":{"x":89,"y":565,"width":820,"height":13}},{"id":"10f90593-dd5a-462d-8fc7-d7f4cbb6b6c7","block_type":"box","text":"specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory","page_number":107,"box":{"x":89,"y":581,"width":830,"height":12}},{"id":"08e59a69-adce-4e31-b022-5a7da83fa42a","block_type":"box","text":"constraints; and vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting","page_number":107,"box":{"x":89,"y":596,"width":788,"height":12}},{"id":"a586e5ce-0fbd-489e-91b4-aea6ac438e3e","block_type":"box","text":"instructions. We are not supportive of impediments to the exercise of voting rights such as share-blocking or overly","page_number":107,"box":{"x":89,"y":611,"width":807,"height":12}},{"id":"1e27dc5b-2f99-4cd1-ab98-3c0d39e16aa1","block_type":"box","text":"burdensome administrative requirements.","page_number":107,"box":{"x":89,"y":626,"width":292,"height":12}},{"id":"35e972ae-8677-4a33-bfde-a64bbe0eb961","block_type":"box","text":"BlackRock votes proxies in these situations on a “best-efforts” basis. In addition, BAIS may determine that it is generally in the","page_number":107,"box":{"x":89,"y":652,"width":878,"height":13}},{"id":"466540e9-35c3-43ec-ba8d-b3f38d837003","block_type":"box","text":"interests of BlackRock’s clients not to vote proxies (or not to vote our full allocation) if the costs (including but not limited to","page_number":107,"box":{"x":89,"y":668,"width":869,"height":12}},{"id":"a5f3e147-5e12-4be6-8f65-d0c7730708f8","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":107,"box":{"x":89,"y":683,"width":878,"height":12}},{"id":"296c1f9e-41fe-4cdf-9e5b-399e51fcd61c","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":107,"box":{"x":89,"y":698,"width":397,"height":12}},{"id":"c0935981-1d71-4a9a-8b76-c5e21adb77b4","block_type":"box","text":"Voting Choice","page_number":107,"box":{"x":104,"y":724,"width":101,"height":13}},{"id":"c94cc0e6-29e6-4019-9e60-b14ffd3ae29d","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":107,"box":{"x":89,"y":751,"width":855,"height":12}},{"id":"504cff0d-6a43-4743-8889-ff4c3633003e","block_type":"box","text":"voting process where legally and operationally viable.","page_number":107,"box":{"x":88,"y":766,"width":373,"height":12}},{"id":"de1d693c-cb03-439a-953b-29104ce11661","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, and","page_number":107,"box":{"x":88,"y":792,"width":823,"height":13}},{"id":"70192341-2454-407b-973d-b6dc08616b9b","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":107,"box":{"x":89,"y":807,"width":832,"height":13}},{"id":"df78c05c-2242-4016-ae63-b250bd6b8b30","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies","page_number":107,"box":{"x":89,"y":822,"width":756,"height":13}},{"id":"f8b776a5-9c8b-4ad5-8698-e315ea77143e","block_type":"box","text":"(6)","page_number":107,"box":{"x":847,"y":820,"width":14,"height":8}},{"id":"b72e8694-69b3-4978-b691-fa29b1da1189","block_type":"box","text":".","page_number":107,"box":{"x":863,"y":831,"width":2,"height":1}},{"id":"8ff09ede-37c0-448e-bdc0-05fa0c7ab417","block_type":"box","text":"(6) 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 with th","page_number":107,"box":{"x":89,"y":856,"width":844,"height":10}},{"id":"9a255676-4109-41c2-8084-6150475036a1","block_type":"box","text":"eir","page_number":107,"box":{"x":934,"y":857,"width":13,"height":7}},{"id":"40224bc6-ea91-44f2-b9bc-b6d860b49122","block_type":"box","text":"views and preferences. BlackRock can then use its proxy voting infrastructure to cast votes based on the client’s selected voting policy.","page_number":107,"box":{"x":121,"y":868,"width":752,"height":10}},{"id":"5b87b69e-8409-4ca0-b2e4-46070b4f7021","block_type":"box","text":"A-15","page_number":107,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"041df1ca-5fd7-4608-8e1e-7761ff901bdc","block_type":"box","text":"As a result, the shares attributed to BlackRock in company share registers may be voted differently depending on whether our","page_number":108,"box":{"x":88,"y":44,"width":880,"height":12}},{"id":"715c79a4-c15b-4417-bff5-e43ad31aa87d","block_type":"box","text":"clients have authorized BAIS to vote on their behalf, have authorized BlackRock to vote in accordance with a third-party","page_number":108,"box":{"x":89,"y":59,"width":833,"height":12}},{"id":"be1a198a-0a03-48a2-9091-547ac39c5365","block_type":"box","text":"policy, or have elected to vote shares in accordance with their own policy. Our clients have greater control over proxy voting","page_number":108,"box":{"x":89,"y":74,"width":863,"height":12}},{"id":"bda8ee4f-e209-41cd-8efc-93f6171990a7","block_type":"box","text":"because of Voting Choice. BlackRock does not disclose client information, including a client’s selection of proxy policy,","page_number":108,"box":{"x":89,"y":89,"width":826,"height":13}},{"id":"1e6e783b-b49b-489f-88a4-1e7f10bf777d","block_type":"box","text":"without client consent.","page_number":108,"box":{"x":88,"y":104,"width":160,"height":10}},{"id":"847f71bc-ec2c-43e2-9dcc-4f1a3cdcbf8a","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":108,"box":{"x":105,"y":131,"width":400,"height":12}},{"id":"a1683151-69c4-4b4b-b577-afacea6f454a","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":108,"box":{"x":88,"y":157,"width":877,"height":13}},{"id":"027d6378-b823-48c4-a33c-d3afd9bcf8d7","block_type":"box","text":"as voting infrastructure. As mentioned previously, BlackRock contracts primarily with the vote services provider ISS and","page_number":108,"box":{"x":89,"y":172,"width":833,"height":13}},{"id":"fa419ee0-b4fc-4d81-a398-39838405a1b3","block_type":"box","text":"leverages its online platform to supply research and support voting, record keeping, and reporting processes. We also use","page_number":108,"box":{"x":89,"y":188,"width":848,"height":12}},{"id":"a04b5e21-2096-4bc7-bd19-195763a2108f","block_type":"box","text":"Glass Lewis’ research and analysis as an input into our voting process. It is important to note that, although proxy research","page_number":108,"box":{"x":89,"y":203,"width":858,"height":12}},{"id":"a4710d11-3191-4d96-92ae-bf0395595c6f","block_type":"box","text":"firms provide important data and analysis, BAIS does not rely solely on their information or follow their voting","page_number":108,"box":{"x":88,"y":218,"width":767,"height":12}},{"id":"e632ede1-fb0f-490b-b3fa-b2e1c2c2908c","block_type":"box","text":"recommendations. A company’s disclosures, our past engagements and voting, investment colleagues’ insights and our","page_number":108,"box":{"x":89,"y":233,"width":840,"height":12}},{"id":"014245b7-e0a2-406a-ba36-8b5c2d31ccd8","block_type":"box","text":"voting guidelines are important inputs into our voting decisions on behalf of clients.","page_number":108,"box":{"x":88,"y":248,"width":586,"height":12}},{"id":"a0e23b97-cc2a-45d1-a4db-8843d3f0f687","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":108,"box":{"x":89,"y":274,"width":824,"height":13}},{"id":"b8b62f57-2213-47f1-809a-b0fc970de6bb","block_type":"box","text":"process by making voting recommendations based on BAIS’ voting guidelines when the items on a shareholder meeting","page_number":108,"box":{"x":89,"y":290,"width":840,"height":12}},{"id":"3cdfab0d-c090-47d5-821c-6f4f7c0fde70","block_type":"box","text":"agenda are routine. Agenda items that are not routine are referred back to BAIS to assess, escalate as necessary to the","page_number":108,"box":{"x":89,"y":305,"width":826,"height":12}},{"id":"fcc85b69-31dc-4cbc-b6d6-335c8b187823","block_type":"box","text":"relevant portfolio managers and vote. BAIS reviews and can override the recommendations of the vote services provider at","page_number":108,"box":{"x":89,"y":320,"width":856,"height":12}},{"id":"0ceb2804-3fbf-4de0-92d7-1b17d34133ce","block_type":"box","text":"any time prior to the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research","page_number":108,"box":{"x":89,"y":335,"width":833,"height":12}},{"id":"056a5f37-cd80-4d14-b56a-a8f757e58d8c","block_type":"box","text":"reports, company announcements, and direct communications from companies to ensure awareness of supplemental","page_number":108,"box":{"x":89,"y":350,"width":826,"height":12}},{"id":"895b39bb-5d2e-4ed2-b40c-40e299582a95","block_type":"box","text":"disclosures and proxy materials that may require a modification of votes.","page_number":108,"box":{"x":89,"y":365,"width":508,"height":12}},{"id":"c96d07b0-0a43-4ce6-a81a-209e5a2ed221","block_type":"box","text":"BAIS closely monitors the third-party vote services providers we contract with to ensure that they are meeting our service","page_number":108,"box":{"x":89,"y":392,"width":850,"height":12}},{"id":"a5e6f8ab-730e-4d1c-8b5b-901db0aa6cbf","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":108,"box":{"x":89,"y":407,"width":872,"height":12}},{"id":"930e45cc-1195-4d31-965a-187c8020864c","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":108,"box":{"x":89,"y":422,"width":869,"height":12}},{"id":"eb9dd731-0cf6-48ea-8e33-dee22b06673b","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":108,"box":{"x":89,"y":437,"width":584,"height":12}},{"id":"fda96c7f-be7e-4e11-8d0b-62844ee1f5d0","block_type":"box","text":"Conflicts management policies and procedures","page_number":108,"box":{"x":105,"y":463,"width":340,"height":13}},{"id":"c71e82ee-dd62-4631-84aa-6cb1d8649d08","block_type":"box","text":"BAIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such","page_number":108,"box":{"x":89,"y":490,"width":833,"height":12}},{"id":"6d1a777f-432e-4fc9-897d-65c325cd226e","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":108,"box":{"x":89,"y":505,"width":829,"height":12}},{"id":"3558e1e1-e5b5-4302-9a92-ce8152825d4a","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. The following are","page_number":108,"box":{"x":89,"y":520,"width":855,"height":12}},{"id":"60cbb052-6942-4e33-a5c7-e20c9523ef9d","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":108,"box":{"x":89,"y":535,"width":459,"height":13}},{"id":"9158d884-beb5-4ec4-ba7d-50628ff862d4","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":108,"box":{"x":121,"y":555,"width":676,"height":13}},{"id":"be2c2679-0a0f-4292-828a-bc2536227bd8","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":108,"box":{"x":121,"y":576,"width":781,"height":12}},{"id":"1bf72314-538e-4b36-87de-e82e4755673a","block_type":"box","text":"resolutions","page_number":108,"box":{"x":154,"y":591,"width":76,"height":9}},{"id":"36e9f92a-8d33-4df6-98d8-6cfb233802d1","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":108,"box":{"x":121,"y":611,"width":785,"height":12}},{"id":"8cbe09e5-2b72-4bbf-ba1f-b0cfa5336636","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":108,"box":{"x":121,"y":631,"width":780,"height":12}},{"id":"38d6fe93-c8c3-4c1f-a72b-a53886745853","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":108,"box":{"x":121,"y":651,"width":714,"height":12}},{"id":"9ab33994-4c0a-43c1-ad81-a54094451c35","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":108,"box":{"x":121,"y":671,"width":801,"height":13}},{"id":"2fa8a02e-b5b9-4646-9c54-fb8d6c57849d","block_type":"box","text":"managed by BlackRock","page_number":108,"box":{"x":154,"y":686,"width":162,"height":13}},{"id":"1a2f7361-6c9d-4f7a-b8d3-87c369c5dce4","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":108,"box":{"x":89,"y":713,"width":839,"height":12}},{"id":"0c417351-84dd-4a88-ac22-5d2e3af4ee51","block_type":"box","text":"• Adopted the Guidelines which are designed to advance our clients’ long-term economic interests in the companies","page_number":108,"box":{"x":121,"y":733,"width":838,"height":12}},{"id":"32023849-bca0-4cf8-947e-0bbcaa91b7f6","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":108,"box":{"x":154,"y":748,"width":294,"height":10}},{"id":"de747d66-a27a-447e-aab1-279aa69c7695","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":108,"box":{"x":121,"y":768,"width":835,"height":13}},{"id":"c247884f-acd9-45e1-b8d8-86274730daee","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":108,"box":{"x":154,"y":783,"width":777,"height":13}},{"id":"ebf87d11-3ee1-45b3-8f7e-2566b716ab34","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":108,"box":{"x":154,"y":799,"width":797,"height":12}},{"id":"13264625-f4db-4fec-952b-3e73b7870a6f","block_type":"box","text":"with such parties. Clients or business partners are not given special treatment or differentiated access. BAIS","page_number":108,"box":{"x":153,"y":814,"width":752,"height":12}},{"id":"a867bcd7-fbd5-49b1-8d25-8d9b390177ff","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":108,"box":{"x":154,"y":829,"width":803,"height":12}},{"id":"c7dcfd7f-7b0e-4c6d-903f-bb0c5e1481d8","block_type":"box","text":"a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for","page_number":108,"box":{"x":154,"y":844,"width":802,"height":12}},{"id":"c5d15065-31aa-4e03-ac7b-2914b69bf1aa","block_type":"box","text":"the economic value of the company. 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We may engage more than one independent third-party voting service","page_number":109,"box":{"x":89,"y":388,"width":829,"height":12}},{"id":"27caf167-63f4-4f05-9b58-2d1602ae14d7","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. The Active","page_number":109,"box":{"x":89,"y":403,"width":804,"height":12}},{"id":"52086db9-0f4d-46cc-82b0-9325f362d3fe","block_type":"box","text":"Investment Stewardship Oversight Committee appoints and reviews the performance of the independent third-party voting","page_number":109,"box":{"x":89,"y":418,"width":863,"height":12}},{"id":"cfb5a962-068b-4f74-b648-30e5ecc76fa9","block_type":"box","text":"service providers, generally on an annual basis.","page_number":109,"box":{"x":89,"y":433,"width":327,"height":13}},{"id":"8efdb1d4-b607-4c90-ade3-dae41860f5ed","block_type":"box","text":"Securities lending","page_number":109,"box":{"x":105,"y":460,"width":128,"height":12}},{"id":"8f39a977-e92b-4d57-8b04-99e569ab70fd","block_type":"box","text":"When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. 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It also enables funds to generate additional returns while allowing fund","page_number":109,"box":{"x":89,"y":501,"width":870,"height":13}},{"id":"87423e13-022a-4bd1-8033-4ffc4e5e4092","block_type":"box","text":"providers to keep fund expenses lower.","page_number":109,"box":{"x":89,"y":516,"width":270,"height":13}},{"id":"ab308c93-55ac-429b-9c3d-c59e889453e9","block_type":"box","text":"With regard to the relationship between securities lending and proxy voting, BlackRock cannot vote shares on loan and may","page_number":109,"box":{"x":88,"y":543,"width":867,"height":12}},{"id":"88d5f57d-05e8-4191-8796-a44e895d0277","block_type":"box","text":"determine to recall them for voting, as guided by our fiduciary duty as an asset manager to our clients in helping them","page_number":109,"box":{"x":89,"y":558,"width":827,"height":12}},{"id":"5c644d16-6188-477c-823a-9433a18039e0","block_type":"box","text":"achieve their investment goals. While this has occurred in a limited number of cases, the decision to recall securities on loan","page_number":109,"box":{"x":89,"y":573,"width":866,"height":12}},{"id":"12a1ed20-afb3-4934-ae93-0d7f09f9fd57","block_type":"box","text":"as part of BlackRock’s securities lending program in order to vote is based on an evaluation of various factors that include,","page_number":109,"box":{"x":89,"y":588,"width":853,"height":12}},{"id":"f99fb9c8-ae60-49f2-b623-a61f47d31801","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":109,"box":{"x":89,"y":603,"width":838,"height":13}},{"id":"e99fa195-9db2-4093-8a7a-a3249405a476","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration). BAIS works with","page_number":109,"box":{"x":89,"y":618,"width":844,"height":13}},{"id":"3ac50063-ef5b-4e8f-be41-652acba2fd48","block_type":"box","text":"active portfolio managers, as well as colleagues in the Securities Lending and Risk and Quantitative Analysis teams, to","page_number":109,"box":{"x":89,"y":633,"width":825,"height":13}},{"id":"de957542-bfd0-48d0-9809-91fa00d92d48","block_type":"box","text":"evaluate the costs and benefits to clients of recalling shares on loan.","page_number":109,"box":{"x":89,"y":649,"width":475,"height":12}},{"id":"dc31de1d-f2e8-4d52-9d98-9d07ca9dea34","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to clients of voting shares would","page_number":109,"box":{"x":89,"y":675,"width":851,"height":12}},{"id":"71c8bafc-dfa2-4f5c-a9ae-12bbe7ff00f7","block_type":"box","text":"not warrant recalling securities on loan. However, in certain instances, BlackRock may determine, in our independent","page_number":109,"box":{"x":89,"y":690,"width":816,"height":13}},{"id":"506c2788-1b08-463a-ab0c-2b287425c145","block_type":"box","text":"business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to clients and would","page_number":109,"box":{"x":89,"y":705,"width":867,"height":13}},{"id":"427838ae-8373-4c94-99ab-d48d579642f3","block_type":"box","text":"therefore recall shares to be voted in those instances.","page_number":109,"box":{"x":88,"y":720,"width":372,"height":10}},{"id":"dba1d466-9243-4f20-bd1c-328220e0e6fb","block_type":"box","text":"Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may","page_number":109,"box":{"x":89,"y":747,"width":840,"height":12}},{"id":"63f9fc13-7392-4b8c-82c2-1ee3e6a4e62b","block_type":"box","text":"modify it as necessary.","page_number":109,"box":{"x":89,"y":762,"width":156,"height":12}},{"id":"90bf7e91-e22c-4024-a2db-21250595e80f","block_type":"box","text":"Reporting and vote transparency","page_number":109,"box":{"x":106,"y":788,"width":236,"height":13}},{"id":"95cc1d7e-c683-4a9f-b8de-d8ee156e6667","block_type":"box","text":"BAIS is committed to transparency in the stewardship work we do on behalf of clients. 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Reliance upon this information is at the","page_number":110,"box":{"x":88,"y":97,"width":855,"height":12}},{"id":"8ab964e0-a30f-48b4-8423-517bb91d7f71","block_type":"box","text":"sole discretion of the reader.","page_number":110,"box":{"x":89,"y":112,"width":196,"height":10}},{"id":"2b73f489-e340-42d5-8d68-0e2af79cff26","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":110,"box":{"x":89,"y":138,"width":190,"height":13}},{"id":"eb085613-2c92-425b-a4bf-9f30e20784c0","block_type":"box","text":"©2024 BlackRock, Inc. All rights reserved.","page_number":110,"box":{"x":89,"y":165,"width":289,"height":12}},{"id":"c36f4f97-f5ce-40e4-8a39-25be33878156","block_type":"box","text":"BLACKROCK","page_number":110,"box":{"x":384,"y":165,"width":89,"height":10}},{"id":"06f5deda-0470-446a-bc65-fc05c0185173","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":110,"box":{"x":478,"y":165,"width":450,"height":11}},{"id":"1e9badea-71ac-4d6b-9d9b-c22f1478d9e0","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":110,"box":{"x":88,"y":180,"width":558,"height":12}},{"id":"b31bb493-f78a-4830-8006-e8f380e65b2f","block_type":"box","text":"A-18","page_number":110,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"608d30aa-ae98-454a-80e6-34242bec72c2","block_type":"box","text":"Index Equity Fund Proxy Voting Policy","page_number":111,"box":{"x":203,"y":44,"width":653,"height":30}},{"id":"b2c5c182-d651-488b-bcbe-c07e662916a4","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":111,"box":{"x":89,"y":88,"width":483,"height":12}},{"id":"9f31270c-3746-408a-8ea7-22269be214ef","block_type":"box","text":"Effective Date: January 1, 2025","page_number":111,"box":{"x":106,"y":114,"width":217,"height":13}},{"id":"a12ddef7-4b66-4fae-984c-60a9fddbdbc5","block_type":"box","text":"________________________________________","page_number":111,"box":{"x":88,"y":151,"width":326,"height":1}},{"id":"a914f720-cf41-4d88-9621-5e38a05706c6","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":111,"box":{"x":88,"y":167,"width":507,"height":13}},{"id":"62baa4c7-ffb7-46b5-882f-757ee91df1f1","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":111,"box":{"x":110,"y":194,"width":391,"height":12}},{"id":"d34056e2-bacf-4ba8-8838-83d5bbfc8696","block_type":"box","text":"□","page_number":111,"box":{"x":89,"y":221,"width":14,"height":11}},{"id":"4413bfb0-e9f8-45c4-a01d-8165d06d38da","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":111,"box":{"x":109,"y":220,"width":596,"height":13}},{"id":"06968eaf-0fad-4d41-be27-7fa37126a878","block_type":"box","text":"□","page_number":111,"box":{"x":89,"y":247,"width":14,"height":12}},{"id":"d47f5e5b-c256-44c8-9684-111a7d73f2e7","block_type":"box","text":"Money Market Funds","page_number":111,"box":{"x":109,"y":247,"width":148,"height":12}},{"id":"86734707-ead6-4ef9-be00-f26b0fc6c30f","block_type":"box","text":"□","page_number":111,"box":{"x":89,"y":274,"width":14,"height":11}},{"id":"aee97cbc-bed2-4423-a485-764491d77fe3","block_type":"box","text":"Closed-End 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to the principles outlined in this Policy, as part of BlackRock’s authority","page_number":111,"box":{"x":88,"y":477,"width":878,"height":13}},{"id":"b4e379ef-e9ad-4eb0-af28-588b9cb976d0","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":111,"box":{"x":88,"y":492,"width":850,"height":13}},{"id":"6da71128-ab98-46cc-afe9-810ea4382db0","block_type":"box","text":"agreements.","page_number":111,"box":{"x":89,"y":509,"width":85,"height":11}},{"id":"50f61d85-7f84-4e5a-b9e9-548d52616f48","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Benchmark Policy(“Guidelines”) (as from time to time","page_number":111,"box":{"x":89,"y":534,"width":869,"height":12}},{"id":"53fbe16e-40bd-4fff-bb58-e9d3c87f8d12","block_type":"box","text":"amended, the “Guidelines”) governing proxy voting by index equity Funds managed by BlackRock, except for the 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In addition, BlackRock has adopted guidelines and procedures (as from time to time amended, the","page_number":111,"box":{"x":89,"y":564,"width":822,"height":13}},{"id":"fa566f11-31f9-43cc-9624-f5636e872a16","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":111,"box":{"x":89,"y":579,"width":818,"height":13}},{"id":"f45ddc16-38b2-4e34-a163-253791102137","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":111,"box":{"x":89,"y":594,"width":689,"height":13}},{"id":"52c5d456-3bbb-4a1f-9d87-343fbd687be8","block_type":"box","text":"BlackRock will cast votes on behalf of each of the Funds covered by this policy on specific proxy issues in respect of securities","page_number":111,"box":{"x":89,"y":621,"width":876,"height":12}},{"id":"f831b78e-aa44-449a-b10f-9d021545646a","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines and the BlackRock Climate and","page_number":111,"box":{"x":89,"y":636,"width":829,"height":12}},{"id":"e1600d03-c7b9-4f19-94c5-741bf64a2331","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":111,"box":{"x":89,"y":651,"width":384,"height":12}},{"id":"797db8a3-6c2d-4511-b757-97b06988f053","block_type":"box","text":"Conflicts Management","page_number":111,"box":{"x":89,"y":678,"width":164,"height":12}},{"id":"01cc8100-eb59-4897-94ef-919148e64317","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":111,"box":{"x":89,"y":704,"width":824,"height":12}},{"id":"fa1c45e0-c06f-4a43-8595-7b7b66a9c89c","block_type":"box","text":"BlackRock’s proxy voting activity and to mitigate material conflicts of interest in the exercise of proxy voting responsibilities.","page_number":111,"box":{"x":89,"y":719,"width":865,"height":13}},{"id":"74cbddcf-e135-4d81-8c71-dc8a6e4c7d4f","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":111,"box":{"x":89,"y":734,"width":831,"height":13}},{"id":"36279891-2d72-47f5-86dc-7972614ec59b","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":111,"box":{"x":89,"y":749,"width":803,"height":13}},{"id":"13f9f306-7b12-43e6-a51c-63d751e30c4c","block_type":"box","text":"employees, or a Fund or a Fund’s affiliates. 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.A-21","page_number":113,"box":{"x":531,"y":233,"width":353,"height":10}},{"id":"15c1b723-3337-49c5-8484-244be4cc230f","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":113,"box":{"x":170,"y":252,"width":717,"height":12}},{"id":"04557950-204f-41e4-8a52-5acc2a7f4854","block_type":"box","text":"Shareholder rights","page_number":113,"box":{"x":169,"y":271,"width":128,"height":12}},{"id":"9695a059-ba83-4e02-a40f-753b9627c38a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":113,"box":{"x":303,"y":271,"width":584,"height":9}},{"id":"d2f9a52f-bab9-4ccc-88f6-3e33d3fdd48c","block_type":"box","text":"Stewardship in practice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":113,"box":{"x":169,"y":290,"width":718,"height":12}},{"id":"fdef2022-99b4-4e5d-8723-1e5a99674db4","block_type":"box","text":"Key themes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":113,"box":{"x":170,"y":308,"width":717,"height":13}},{"id":"b6c2f48a-a79b-4d60-ab7c-3ff2f97d9f60","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":113,"box":{"x":170,"y":327,"width":717,"height":10}},{"id":"facf8ed9-8112-45cd-a287-672c97aaa2f8","block_type":"box","text":"Auditors and audit-related 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":113,"box":{"x":270,"y":498,"width":617,"height":9}},{"id":"ecfd0f0e-2ba4-4986-a329-622c0abc3806","block_type":"box","text":"Conflicts management policies and procedures","page_number":113,"box":{"x":169,"y":516,"width":330,"height":13}},{"id":"50197f80-05bd-4ca2-b5c2-5cff744e6dea","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-33","page_number":113,"box":{"x":505,"y":517,"width":382,"height":9}},{"id":"47bc8ef4-1f20-4caf-9bb7-84599a9494f7","block_type":"box","text":"Securities lending","page_number":113,"box":{"x":169,"y":535,"width":123,"height":13}},{"id":"4db8373d-9196-455b-8d1f-a4aab7073383","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":113,"box":{"x":296,"y":536,"width":591,"height":9}},{"id":"96b5c73e-91a1-466c-8832-45a2cc59cec5","block_type":"box","text":"Reporting and vote transparency","page_number":113,"box":{"x":170,"y":554,"width":228,"height":12}},{"id":"49b58681-74ec-40ba-9f8f-b7b558aadd1e","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":113,"box":{"x":401,"y":555,"width":486,"height":9}},{"id":"d2584afb-c302-4c18-9333-d74faa67080a","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":113,"box":{"x":89,"y":587,"width":365,"height":12}},{"id":"83f808bc-562b-468d-8605-a2ed5df07175","block_type":"box","text":"BlackRock’s clients depend on us to help them meet their varied investment goals. We consider it one of our responsibilities","page_number":113,"box":{"x":89,"y":613,"width":863,"height":13}},{"id":"5e4bf246-880e-4668-88e0-14cf7513851e","block_type":"box","text":"to be an informed, engaged shareholder on their behalf, given the business decisions that companies make have a direct","page_number":113,"box":{"x":88,"y":628,"width":844,"height":13}},{"id":"03ad7523-e0e4-47de-9f07-255337962dc5","block_type":"box","text":"impact on our clients’ long-term investment outcomes and financial well-being. BlackRock Investment Stewardship (BIS) is a","page_number":113,"box":{"x":89,"y":644,"width":873,"height":12}},{"id":"3c16f5ee-eb5b-47d0-926b-ede6fde8a8e3","block_type":"box","text":"dedicated function within BlackRock, which is responsible for engaging with public companies on behalf of index strategies.","page_number":113,"box":{"x":89,"y":659,"width":867,"height":12}},{"id":"f4bb08c7-8b70-4d82-a371-c349c6d1d6d1","block_type":"box","text":"Investment Stewardship is one of the ways we fulfill our fiduciary responsibilities as an asset manager to our clients. Our sole","page_number":113,"box":{"x":89,"y":674,"width":874,"height":12}},{"id":"62f92966-d970-466a-8a5e-f314cf1ffc10","block_type":"box","text":"objective when conducting our stewardship program is to advance our clients’ long-term financial interests.","page_number":113,"box":{"x":89,"y":689,"width":755,"height":12}},{"id":"d46ae59b-0e0c-4b7d-a20a-52be933dc38e","block_type":"box","text":"(1)","page_number":113,"box":{"x":846,"y":687,"width":14,"height":8}},{"id":"e57cb43a-3942-45f1-aa3d-f993441bcfd6","block_type":"box","text":"BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the majority of our clients.","page_number":113,"box":{"x":89,"y":715,"width":856,"height":13}},{"id":"534b5003-aec4-404a-beb2-505bf04ff7e2","block_type":"box","text":"BIS does this through:","page_number":113,"box":{"x":89,"y":730,"width":152,"height":13}},{"id":"135f0a01-45bc-4195-8626-ee35cc2ba2fc","block_type":"box","text":"1. Engaging with companies in a two-way dialogue to build our understanding of a company’s practices and inform our","page_number":113,"box":{"x":90,"y":751,"width":859,"height":12}},{"id":"11707e55-a6a7-4844-b1eb-571b9dbff543","block_type":"box","text":"voting decisions.","page_number":113,"box":{"x":127,"y":766,"width":117,"height":12}},{"id":"4aea2be9-44c0-49d9-b528-fb5ba945e48a","block_type":"box","text":"(1) BIS’ Benchmark Policies, and the vote decisions made consistent with these policies, take a financial materiality-based approach and are focuse","page_number":113,"box":{"x":89,"y":805,"width":834,"height":10}},{"id":"bf2dca6f-a699-4651-b723-e245c847413b","block_type":"box","text":"d solely","page_number":113,"box":{"x":924,"y":805,"width":42,"height":10}},{"id":"2a40c399-7c44-4aaf-a7d4-59797ff82a34","block_type":"box","text":"on advancing clients’ financial interests. BIS’ Benchmark Policies– comprised of the BIS Global Principles, regional voting guidelines, and engag","page_number":113,"box":{"x":121,"y":818,"width":798,"height":10}},{"id":"0d7179ec-e1bd-41bc-b63f-1b3c09d485ff","block_type":"box","text":"ement","page_number":113,"box":{"x":920,"y":819,"width":36,"height":7}},{"id":"1459ca63-7354-4658-9a5a-843eb4360d0d","block_type":"box","text":"priorities – apply to clients’ assets invested through index strategies and provide guidance on our position on common corporate governance matters","page_number":113,"box":{"x":121,"y":831,"width":837,"height":10}},{"id":"4f230d06-d484-415b-866c-8f403b5fd7a7","block_type":"box","text":".","page_number":113,"box":{"x":960,"y":837,"width":1,"height":1}},{"id":"901f4fc5-b19e-4bb4-8b74-d45b4928c956","block_type":"box","text":"We take a globally consistent approach, while recognizing the unique markets and sectors in which companies operate. BlackRock offers a wide range","page_number":113,"box":{"x":121,"y":843,"width":840,"height":10}},{"id":"8db08876-cfaf-47b6-9dc0-fb8361b3a5e4","block_type":"box","text":"of investment products and funds to support our clients’ unique and varied investment objectives. Other materials on the BIS website might also pro","page_number":113,"box":{"x":121,"y":856,"width":836,"height":10}},{"id":"30ef6da5-a540-45fc-8318-d12c38ae8c5f","block_type":"box","text":"vide useful context.","page_number":113,"box":{"x":121,"y":868,"width":108,"height":8}},{"id":"f98773e7-e6ea-4ec7-9ca9-bdad7c8b9390","block_type":"box","text":"A-21","page_number":113,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"92025935-cb1c-4ce5-8075-d2b3161e8ce3","block_type":"box","text":"2. Voting at shareholder meetings on management and shareholder proposals on behalf of clients who have delegated","page_number":114,"box":{"x":89,"y":44,"width":852,"height":12}},{"id":"0e3895ab-ce38-4e4b-a9e1-d0263f7ad33d","block_type":"box","text":"voting authority to BlackRock.","page_number":114,"box":{"x":127,"y":59,"width":210,"height":12}},{"id":"5c256b60-0671-4ea8-9775-5de230ce9165","block_type":"box","text":"3. Contributing to industry dialogue on stewardship to share our perspectives on matters that may impact our clients’","page_number":114,"box":{"x":89,"y":79,"width":845,"height":13}},{"id":"c6ff8883-a1f0-467d-8794-7b3a7ca36083","block_type":"box","text":"investments.","page_number":114,"box":{"x":128,"y":95,"width":87,"height":9}},{"id":"ab87b7f9-e5ba-4130-beb5-d46fb474b993","block_type":"box","text":"4. Reporting on our activities to inform clients about our stewardship efforts on their behalf through a range of","page_number":114,"box":{"x":88,"y":114,"width":798,"height":13}},{"id":"ec032868-2911-4c78-98e7-465ee6324006","block_type":"box","text":"publications and direct reporting.","page_number":114,"box":{"x":128,"y":130,"width":232,"height":12}},{"id":"bf0706ed-1509-42c7-a459-d66322826edf","block_type":"box","text":"Philosophy on investment stewardship","page_number":114,"box":{"x":89,"y":156,"width":278,"height":12}},{"id":"1dfe6435-ad13-440e-b88f-5eb7bb9437ae","block_type":"box","text":"Sound governance is critical to the success of a company, the protection of investors’ interests, and long-term financial value","page_number":114,"box":{"x":88,"y":182,"width":874,"height":13}},{"id":"3a65d398-27b1-4c22-9a5c-fba1089a7d33","block_type":"box","text":"creation. Research indicates that high-performing companies will effectively evaluate and address risks and opportunities","page_number":114,"box":{"x":89,"y":198,"width":848,"height":12}},{"id":"f1a48fa0-eec0-487f-ba6c-0be27de0f7f7","block_type":"box","text":"relevant to their businesses, which supports durable, long-term financial value creation.","page_number":114,"box":{"x":89,"y":213,"width":612,"height":12}},{"id":"12262a59-44ec-4a4c-a64e-6489ed2d681e","block_type":"box","text":"(2)","page_number":114,"box":{"x":703,"y":211,"width":14,"height":8}},{"id":"1d402bae-3d21-4711-b3fe-9d584a6d208a","block_type":"box","text":"Setting, executing, and overseeing strategy are the responsibility of management and the board. As one of many minority","page_number":114,"box":{"x":88,"y":239,"width":851,"height":13}},{"id":"a3c3af1f-f97f-48c4-aef3-9e696c3d4ebe","block_type":"box","text":"shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. Our role, on behalf","page_number":114,"box":{"x":89,"y":254,"width":877,"height":13}},{"id":"666b871c-6145-4625-9633-45a7960f234a","block_type":"box","text":"of BlackRock’s clients as long-term investors, is to better understand how corporate leadership is managing material risks","page_number":114,"box":{"x":89,"y":269,"width":851,"height":13}},{"id":"a3a98015-8691-4c4f-ba1b-b0dd518685d4","block_type":"box","text":"and capitalizing on opportunities to help protect and enhance the company’s ability to deliver long-term financial returns. We","page_number":114,"box":{"x":89,"y":285,"width":877,"height":12}},{"id":"365aafbf-3c72-4c2e-b95a-f9f4e43948a8","block_type":"box","text":"aim to take a globally consistent approach, while recognizing the unique markets and sectors in which companies operate.","page_number":114,"box":{"x":89,"y":300,"width":858,"height":12}},{"id":"2bb94ef9-7907-4b79-9ffa-8154c7f9f98d","block_type":"box","text":"Shareholder rights","page_number":114,"box":{"x":88,"y":326,"width":134,"height":12}},{"id":"5497a112-ca44-4048-9417-b12563b85e10","block_type":"box","text":"Corporate law, regulations and listing rules in most markets establish certain fundamental rights attached to shareholding.","page_number":114,"box":{"x":89,"y":353,"width":857,"height":12}},{"id":"a470ec4b-fe6e-4321-b36f-f5f1ed51dfd1","block_type":"box","text":"Shareholders should have the right to:","page_number":114,"box":{"x":88,"y":368,"width":266,"height":12}},{"id":"300a8d27-f10f-4dc4-88d7-dbfc7097b803","block_type":"box","text":"• Elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter or by","page_number":114,"box":{"x":89,"y":388,"width":868,"height":12}},{"id":"fbc19d67-ac67-43de-8fb9-cdcce8cf9acd","block_type":"box","text":"laws.","page_number":114,"box":{"x":122,"y":403,"width":33,"height":10}},{"id":"e1a442e0-5944-4842-8e6d-785614108e96","block_type":"box","text":"• Vote on key board decisions that are material to the protection of their investment, including but not limited to, changes","page_number":114,"box":{"x":89,"y":423,"width":872,"height":12}},{"id":"2316a1e9-3fa7-4d38-bc1d-7acf7a3e5b59","block_type":"box","text":"to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital","page_number":114,"box":{"x":121,"y":438,"width":783,"height":13}},{"id":"ab2df8b2-7e37-40de-a7b4-fadf4c161f93","block_type":"box","text":"structure.","page_number":114,"box":{"x":121,"y":455,"width":66,"height":8}},{"id":"01be74a6-34f4-4479-8610-5d032ac2b045","block_type":"box","text":"• Access sufficient and timely information on material governance, strategic, and business matters to make informed","page_number":114,"box":{"x":89,"y":473,"width":840,"height":13}},{"id":"146ddb3d-f965-4872-a776-d9f0f75ab79c","block_type":"box","text":"decisions.","page_number":114,"box":{"x":121,"y":489,"width":68,"height":9}},{"id":"61e4acb6-48f8-4967-994c-ec5523b8da23","block_type":"box","text":"To protect the interest of minority shareholders like BlackRock’s clients, BIS holds the view that shareholder voting rights","page_number":114,"box":{"x":88,"y":515,"width":844,"height":12}},{"id":"be5ec727-ca01-48f8-bd42-97a28d5f776b","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":114,"box":{"x":89,"y":530,"width":823,"height":13}},{"id":"1d6b65ca-d23f-4c18-9dd1-17ab68c688ed","block_type":"box","text":"Stewardship in practice","page_number":114,"box":{"x":88,"y":557,"width":169,"height":12}},{"id":"79422ecf-830b-4522-8fdc-f3651977236b","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":114,"box":{"x":88,"y":583,"width":821,"height":12}},{"id":"8d83552c-222a-4ee0-9d84-de32e84e4c26","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":114,"box":{"x":89,"y":598,"width":872,"height":13}},{"id":"a62fefd1-e2d8-48fe-814d-d3eaa5b8d182","block_type":"box","text":"they serve. Through stewardship, we assess how companies are creating long-term financial value to serve our clients, many","page_number":114,"box":{"x":88,"y":613,"width":873,"height":13}},{"id":"d22ec16f-e41d-4fd8-b049-e3acd6abe9fd","block_type":"box","text":"of whom are saving for long-term goals, such as retirement.","page_number":114,"box":{"x":89,"y":628,"width":419,"height":13}},{"id":"825051e7-c551-4677-88cf-e7f56a0e7aa4","block_type":"box","text":"As shareholders of public companies, our clients have the right to vote on matters proposed by a company’s management or","page_number":114,"box":{"x":88,"y":655,"width":875,"height":12}},{"id":"d35ba72b-89b1-49c0-b49e-b1df3878d863","block_type":"box","text":"its shareholders. Voting is an important mechanism for investors to express support for, or concern about, a company’s","page_number":114,"box":{"x":89,"y":670,"width":834,"height":12}},{"id":"ac0bec1f-ddbd-40f4-b1d7-43202a0307d7","block_type":"box","text":"performance and most of our clients authorize BlackRock to exercise this right on their behalf. For those clients, and as a","page_number":114,"box":{"x":89,"y":685,"width":842,"height":12}},{"id":"4f9121b2-754b-4822-9c7d-6cb95da840c8","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with their","page_number":114,"box":{"x":88,"y":700,"width":813,"height":13}},{"id":"f1502300-b59c-4007-ae73-2913c0bf4055","block_type":"box","text":"investment objectives. BIS does this by casting votes in favor of proposals that, in our assessment, will promote stronger","page_number":114,"box":{"x":89,"y":715,"width":840,"height":13}},{"id":"36306180-505f-4804-b1cc-f8a746cfa9c6","block_type":"box","text":"governance and better operating practices and, in turn, potentially enhance long-term shareholder value. Our vote decisions","page_number":114,"box":{"x":89,"y":730,"width":869,"height":13}},{"id":"5963566b-5d90-4961-9190-a195db6b8f7c","block_type":"box","text":"are informed by our in-depth analysis of company disclosures, engagement with boards and management teams, third-party","page_number":114,"box":{"x":89,"y":746,"width":875,"height":12}},{"id":"9c1e5969-d1b4-4665-b92d-d3bfcef8bd3b","block_type":"box","text":"research, and comparisons against a company’s industry peers.","page_number":114,"box":{"x":89,"y":761,"width":443,"height":12}},{"id":"95a5b857-f8dd-464a-8b61-f520b4113360","block_type":"box","text":"BIS takes a constructive, long-term approach to our engagement with companies, reflecting the investment horizons of the","page_number":114,"box":{"x":89,"y":787,"width":861,"height":13}},{"id":"64fd89fd-11bf-4d9e-aaac-4eecdec0fe21","block_type":"box","text":"majority of our clients. An engagement is a meeting between BIS and a company’s board and management that helps","page_number":114,"box":{"x":89,"y":802,"width":825,"height":13}},{"id":"b84ee2c3-f4d6-4f3c-b0d0-1a4733de8196","block_type":"box","text":"improve our understanding of the company’s business model and material risks and opportunities, to inform our voting","page_number":114,"box":{"x":89,"y":817,"width":836,"height":13}},{"id":"53ac5b02-9b4c-4116-8751-32e62bff05cf","block_type":"box","text":"(2) PwC, “The 3 things all high-performing companies do”. Harvard Business Review, “6 Strategic Concepts That Set High-Performing Companies Apart”","page_number":114,"box":{"x":89,"y":856,"width":866,"height":10}},{"id":"98e3a0d6-2261-469d-91fb-fbf184e39a7f","block_type":"box","text":",","page_number":114,"box":{"x":955,"y":862,"width":2,"height":3}},{"id":"8ce458ac-6f40-4a0a-81a3-9d88fa231e6d","block_type":"box","text":"March 2024.","page_number":114,"box":{"x":121,"y":868,"width":69,"height":8}},{"id":"ce8d545d-33c5-4cde-909a-46e03a862cd9","block_type":"box","text":"A-22","page_number":114,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"0692997a-b0ca-4644-b552-53843a958e97","block_type":"box","text":"decisions on behalf of clients who authorize us to vote on their behalf. In these two-way conversations, we listen to and learn","page_number":115,"box":{"x":89,"y":44,"width":874,"height":12}},{"id":"958d1ded-1754-4ebc-9525-9872c1cee6aa","block_type":"box","text":"directly from company directors and executives and ask questions relevant to their business. Either a company or BIS can","page_number":115,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"0e252fe3-e8ad-4cb0-b133-86e75203614f","block_type":"box","text":"request an engagement. Many of the engagements are initiated by companies to discuss their long-term strategy, risk and","page_number":115,"box":{"x":89,"y":74,"width":855,"height":12}},{"id":"a803cf62-60dc-429f-9129-f99e13280e1e","block_type":"box","text":"opportunity set, and management’s plan to deliver financial returns through business cycles. The ongoing, multiyear nature","page_number":115,"box":{"x":89,"y":89,"width":866,"height":13}},{"id":"b5090a10-8ee6-42bb-bd58-97add0475142","block_type":"box","text":"of our engagements allows us to build strong relationships with company leadership and mutual understanding on key","page_number":115,"box":{"x":89,"y":104,"width":835,"height":13}},{"id":"f33468de-d623-4f82-8002-908da56d033e","block_type":"box","text":"matters of corporate governance and the drivers of long-term financial performance.","page_number":115,"box":{"x":89,"y":119,"width":593,"height":13}},{"id":"fb6fad56-7f04-420d-bdf4-13d74b0c32c7","block_type":"box","text":"Generally, we support the vote recommendations of the board of directors and management. In case of concerns, we","page_number":115,"box":{"x":89,"y":146,"width":819,"height":12}},{"id":"f1dc7313-03b3-4a43-b3b3-1ec4658d6fb2","block_type":"box","text":"typically raise these through dialogue with board members and management teams first. When we determine it is in our","page_number":115,"box":{"x":88,"y":161,"width":844,"height":12}},{"id":"3b27b5d9-c0b1-43e5-bdc1-7bf672e0d8ea","block_type":"box","text":"clients’ financial interests to convey concern to companies through voting, we do so in two forms: we might not support the","page_number":115,"box":{"x":89,"y":176,"width":869,"height":13}},{"id":"a2456c47-7992-4e37-9662-58b4b16b8d43","block_type":"box","text":"election of directors or other management proposals, or we might not support management’s voting recommendation on a","page_number":115,"box":{"x":89,"y":191,"width":867,"height":13}},{"id":"2a9ee521-c891-4431-a95c-738dfcb385fc","block_type":"box","text":"shareholder proposal.","page_number":115,"box":{"x":89,"y":206,"width":151,"height":13}},{"id":"5645f0e8-d33b-48bf-8538-12a4cd4af01c","block_type":"box","text":"Key themes","page_number":115,"box":{"x":89,"y":233,"width":82,"height":12}},{"id":"6b04f6b6-34cc-43af-84c3-20b042b2ebc3","block_type":"box","text":"While accepted standards and norms of corporate governance can differ between markets, in our experience, there are","page_number":115,"box":{"x":88,"y":259,"width":833,"height":13}},{"id":"803d8a04-2dd5-42b2-ab3b-f091f6d0237f","block_type":"box","text":"certain globally applicable fundamental elements of corporate governance that contribute to a company’s ability to create","page_number":115,"box":{"x":89,"y":274,"width":853,"height":13}},{"id":"8d997b0b-66ad-4690-a556-a6e9865fca23","block_type":"box","text":"long-term financial value for shareholders. These global themes are set out in this overarching set of principles (the","page_number":115,"box":{"x":89,"y":290,"width":806,"height":12}},{"id":"7249e7e4-9f73-4ee9-acc7-c8f691d02e9c","block_type":"box","text":"“Principles”), which are anchored in transparency and accountability.","page_number":115,"box":{"x":89,"y":305,"width":482,"height":12}},{"id":"8ccd2f23-f51e-425a-9642-987c989b73ae","block_type":"box","text":"At a minimum, it is our view that companies should observe the accepted corporate governance standards in their domestic","page_number":115,"box":{"x":88,"y":331,"width":871,"height":12}},{"id":"a5201557-6612-4078-960c-3ec2d8578820","block_type":"box","text":"market,","page_number":115,"box":{"x":89,"y":346,"width":52,"height":12}},{"id":"62067f19-d0e1-4a6b-9dda-b8413428c2f7","block_type":"box","text":"(3)","page_number":115,"box":{"x":142,"y":344,"width":14,"height":8}},{"id":"0dfacaf1-8d25-4a61-8cf9-578216442586","block_type":"box","text":"and we ask that, if they do not, they explain how their approach better supports durable, long-term financial value","page_number":115,"box":{"x":162,"y":346,"width":799,"height":13}},{"id":"517a8170-a0bc-47af-8233-1f6f0c7ed41b","block_type":"box","text":"creation.","page_number":115,"box":{"x":89,"y":362,"width":59,"height":9}},{"id":"bed6dba1-a6f6-4b0a-82a7-d2a2776a52a2","block_type":"box","text":"These Principles cover seven key subjects:","page_number":115,"box":{"x":104,"y":388,"width":304,"height":12}},{"id":"56292a33-cc47-46d1-8a87-3068a0307d1e","block_type":"box","text":"• Boards and directors","page_number":115,"box":{"x":89,"y":408,"width":176,"height":10}},{"id":"0e8bcf02-5155-40a7-b386-3d8ad37b7002","block_type":"box","text":"• Auditors and audit-related issues","page_number":115,"box":{"x":89,"y":428,"width":264,"height":10}},{"id":"4e902d54-b7ce-4818-a02b-9d20c04f5184","block_type":"box","text":"• Capital structure, mergers, asset sales, and other special transactions","page_number":115,"box":{"x":89,"y":448,"width":515,"height":13}},{"id":"45a9ceb3-cf66-425b-a381-e10a23f4936e","block_type":"box","text":"• Executive compensation","page_number":115,"box":{"x":89,"y":469,"width":202,"height":12}},{"id":"97c1e087-e158-411f-8dea-392063b64ab6","block_type":"box","text":"• Material sustainability-related risks and opportunities","page_number":115,"box":{"x":89,"y":489,"width":405,"height":12}},{"id":"8c9fbae8-b3f8-4713-9c55-608c92cb5a0a","block_type":"box","text":"• Other corporate governance matters and shareholder protections","page_number":115,"box":{"x":89,"y":509,"width":491,"height":12}},{"id":"0881337c-4e3e-455b-beb9-d73dff07b48d","block_type":"box","text":"• Shareholder proposals","page_number":115,"box":{"x":89,"y":529,"width":188,"height":12}},{"id":"13c0a076-d122-489d-964d-6bf47c4aaa39","block_type":"box","text":"Our regional and market-specific voting guidelines explain how these Principles inform our voting decisions in relation to","page_number":115,"box":{"x":89,"y":555,"width":846,"height":13}},{"id":"95ff1320-bfb8-4a9f-9600-59b6e9b90b49","block_type":"box","text":"common ballot items for shareholder meetings in those markets. Alongside the Principles and regional voting guidelines, BIS","page_number":115,"box":{"x":89,"y":570,"width":872,"height":13}},{"id":"9968c802-9b12-41bf-b28b-c9101c2a44e0","block_type":"box","text":"publishes our engagement priorities which reflect the five themes on which we most frequently engage companies, where","page_number":115,"box":{"x":89,"y":586,"width":857,"height":12}},{"id":"fd98c966-8e1e-45ae-8a88-6c2f0d2c163d","block_type":"box","text":"they are relevant, as these can be a source of material business risk or opportunity. Collectively, these BIS policies set out the","page_number":115,"box":{"x":88,"y":601,"width":869,"height":12}},{"id":"e3c94d24-ba8b-438c-8004-a1511f162236","block_type":"box","text":"core elements of corporate governance that guide our investment stewardship program globally and within each market. The","page_number":115,"box":{"x":89,"y":616,"width":878,"height":12}},{"id":"00e67183-4db1-4561-bbed-b17b0ed1091a","block_type":"box","text":"BIS policies are not prescriptive, applied on a pragmatic, case-by-case basis, taking into consideration a number of factors,","page_number":115,"box":{"x":89,"y":631,"width":855,"height":12}},{"id":"9e1ce1b5-5a0b-451b-9376-439c48152f1e","block_type":"box","text":"including the sector, market, and business environment within which a company is operating.","page_number":115,"box":{"x":89,"y":646,"width":654,"height":12}},{"id":"48cccbd3-0040-4288-8ab2-6a748ed77e43","block_type":"box","text":"Boards and directors","page_number":115,"box":{"x":89,"y":673,"width":148,"height":9}},{"id":"f4341e3e-60b6-4609-8692-44c682cb9a8a","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":115,"box":{"x":89,"y":699,"width":829,"height":12}},{"id":"1d53acaf-5976-4f0b-b3ce-e30c3531ea4d","block_type":"box","text":"relevant to a company’s business enhance the ability of the board to add value and be the voice of shareholders in board","page_number":115,"box":{"x":89,"y":714,"width":842,"height":12}},{"id":"45805749-1dbe-484b-a09d-0fa8b4ea6fa4","block_type":"box","text":"discussions. A strong board gives a company a competitive advantage, providing valuable oversight and contributing to the","page_number":115,"box":{"x":89,"y":729,"width":863,"height":13}},{"id":"04a7a6d0-0885-499a-86f4-94d83fd5ba23","block_type":"box","text":"most important management decisions that support long-term financial performance. As part of their responsibilities, board","page_number":115,"box":{"x":89,"y":744,"width":871,"height":13}},{"id":"1e2b7d9f-d158-4067-a778-8b4d8a83b1bf","block_type":"box","text":"members have a fiduciary duty to shareholders to oversee the strategic direction, operations, and risk management of a","page_number":115,"box":{"x":89,"y":759,"width":837,"height":13}},{"id":"45a33860-f25e-4f6f-aa3a-b4c16c8ddedc","block_type":"box","text":"company. This is why our investment stewardship efforts have always started with the performance of the board of directors,","page_number":115,"box":{"x":89,"y":775,"width":873,"height":12}},{"id":"0db1066c-4ab4-4dc7-b1a3-e3eaafe3f6cd","block_type":"box","text":"and why we see engagement with, and the election of, directors as one of our most important responsibilities. We engage, as","page_number":115,"box":{"x":89,"y":790,"width":875,"height":12}},{"id":"ffe91741-1644-47da-991a-54ce0465d1fb","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":115,"box":{"x":89,"y":805,"width":867,"height":12}},{"id":"b5c6af0e-b68b-49ec-b04b-b0eb257f6452","block_type":"box","text":"(3) Our regional voting guidelines, which we publish on the BIS website, reflect these different market standards and norms. Depending on the market,","page_number":115,"box":{"x":89,"y":856,"width":856,"height":10}},{"id":"87fb19cb-9e0a-4d26-8fef-2600d2140365","block_type":"box","text":"generally accepted practice is informed by corporate law, market regulation, best practices, and industry initiatives, amongst other factors.","page_number":115,"box":{"x":121,"y":868,"width":774,"height":10}},{"id":"b1c7b6bf-9342-4117-9947-d99a2b0ee332","block_type":"box","text":"A-23","page_number":115,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"a2bee008-f14f-4d2b-9a06-e6fa4fcae5f5","block_type":"box","text":"and board composition are appropriate given a company’s business model and we take into consideration a number of","page_number":116,"box":{"x":89,"y":44,"width":834,"height":12}},{"id":"197a2b6b-4a36-4d55-a893-51c36199d86e","block_type":"box","text":"factors, including the sector, market, and business environment within which a company is operating.","page_number":116,"box":{"x":88,"y":59,"width":711,"height":12}},{"id":"f3d18cd5-8a40-497a-9ed2-f4c91e719532","block_type":"box","text":"We view it as good practice when the board establishes and maintains a framework of robust and effective governance","page_number":116,"box":{"x":88,"y":85,"width":832,"height":13}},{"id":"8f78a34c-475b-49a9-b335-12f129e7fc9f","block_type":"box","text":"mechanisms to support its oversight of the company’s strategy and operations consistent with the long-term economic","page_number":116,"box":{"x":89,"y":101,"width":838,"height":12}},{"id":"db970405-e962-408d-9a21-82044535020c","block_type":"box","text":"interests of investors. There should be clear descriptions of the role of the board and the committees of the board and how","page_number":116,"box":{"x":89,"y":116,"width":859,"height":12}},{"id":"5d3eb119-712a-4242-8909-634bc2e572e1","block_type":"box","text":"directors engage with and oversee management. Disclosure of material risks that may affect a company’s long-term strategy","page_number":116,"box":{"x":89,"y":131,"width":874,"height":12}},{"id":"59060161-dd03-4023-b7c4-aeb31a3d2520","block_type":"box","text":"and financial value creation, including material sustainability-related factors when relevant, is helpful for investors to","page_number":116,"box":{"x":89,"y":146,"width":813,"height":12}},{"id":"68557a9e-294f-4f2e-b1ba-2b4b0ac8f676","block_type":"box","text":"appropriately understand and assess how effectively management is identifying, managing, and mitigating such risks.","page_number":116,"box":{"x":89,"y":161,"width":825,"height":12}},{"id":"b81d3606-e6c6-478b-96df-30b377873941","block_type":"box","text":"We seek to understand management’s long-term strategy and the milestones against which investors should assess its","page_number":116,"box":{"x":88,"y":188,"width":835,"height":12}},{"id":"00edddd1-cd2e-4412-ac91-14a01e5cb752","block_type":"box","text":"implementation. If any strategic targets are significantly missed or materially restated, we find it helpful when company","page_number":116,"box":{"x":89,"y":203,"width":834,"height":12}},{"id":"299422a1-9060-41e7-90d5-d4f57ac9a7de","block_type":"box","text":"disclosures provide a detailed explanation of the changes and an indication of the board’s role in reviewing the revised","page_number":116,"box":{"x":89,"y":218,"width":827,"height":12}},{"id":"34a42901-ca71-4632-afe8-7f4222ee4119","block_type":"box","text":"targets. We look to the board to articulate the effectiveness of these mechanisms in overseeing the management of business","page_number":116,"box":{"x":88,"y":233,"width":872,"height":12}},{"id":"c07c8999-5a4c-40c8-8339-82c7e628dc3d","block_type":"box","text":"risks and opportunities and the fulfillment of the company’s strategy.","page_number":116,"box":{"x":89,"y":248,"width":481,"height":12}},{"id":"8f992b35-9139-4781-be54-86638b41179c","block_type":"box","text":"Where a company has not adequately disclosed and demonstrated that its board has fulfilled these corporate governance","page_number":116,"box":{"x":88,"y":274,"width":851,"height":13}},{"id":"21bb65d8-2877-470e-aeef-92b532d8d6ce","block_type":"box","text":"and risk oversight responsibilities, we may consider voting against the election of directors who, on our assessment, have","page_number":116,"box":{"x":89,"y":290,"width":848,"height":12}},{"id":"15394bee-f7f9-48d4-b1b8-66b3b4f9f26d","block_type":"box","text":"particular responsibility for the issues. We assess director performance on a case-by-case basis and in light of each","page_number":116,"box":{"x":89,"y":305,"width":801,"height":12}},{"id":"c6389648-bb95-4d47-9cf8-c3a4f11ee68e","block_type":"box","text":"company’s circumstances, taking into consideration its governance, business practices that support durable, long-term","page_number":116,"box":{"x":89,"y":320,"width":834,"height":12}},{"id":"41759e9c-cf56-465b-bf89-c47f3c6f6882","block_type":"box","text":"financial value creation, and performance. Set out below are factors we may take into consideration.","page_number":116,"box":{"x":88,"y":335,"width":701,"height":12}},{"id":"355a1929-d705-4708-88ae-d28e033e4815","block_type":"box","text":"Regular accountability through director elections","page_number":116,"box":{"x":106,"y":361,"width":354,"height":13}},{"id":"216c798f-b3ea-4894-a0ed-eef15abd5026","block_type":"box","text":"To ensure accountability for their actions on behalf of shareholders, directors should stand for election on a regular basis,","page_number":116,"box":{"x":88,"y":388,"width":849,"height":12}},{"id":"d1572b94-b050-4001-b7af-98496e4b2544","block_type":"box","text":"ideally annually.","page_number":116,"box":{"x":89,"y":403,"width":109,"height":12}},{"id":"5660dcd4-bd7e-4536-ae7c-f2bca5211a60","block_type":"box","text":"(4)","page_number":116,"box":{"x":200,"y":401,"width":14,"height":8}},{"id":"7748f7d6-d708-4f87-9725-0cc962b8330d","block_type":"box","text":"Annual director elections allow shareholders to reaffirm their support for board members and/or hold","page_number":116,"box":{"x":219,"y":403,"width":713,"height":12}},{"id":"40c317c3-e46e-4fe3-8a2b-734a69856582","block_type":"box","text":"them accountable for their decisions in a timely manner. When board members are not elected annually, in our experience, it","page_number":116,"box":{"x":88,"y":418,"width":873,"height":12}},{"id":"7f8a1fb3-bafa-4246-8da7-b063f848a112","block_type":"box","text":"is good practice for boards to have a rotation policy to ensure that, through a board cycle, all directors have had their","page_number":116,"box":{"x":89,"y":433,"width":816,"height":13}},{"id":"da1ce7d2-de37-4f08-bd7e-6b0d1ad60f72","block_type":"box","text":"appointment re-confirmed, with a proportion of directors being put forward for election at each annual general meeting.","page_number":116,"box":{"x":89,"y":448,"width":843,"height":13}},{"id":"c6e50522-cc5d-477b-a427-d25468e5a58e","block_type":"box","text":"Effective board composition","page_number":116,"box":{"x":105,"y":475,"width":201,"height":12}},{"id":"ae9da25b-82cf-4c0a-8a51-f62fb6644cc7","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":116,"box":{"x":89,"y":501,"width":794,"height":13}},{"id":"d881bd0e-e927-4b19-bc06-12ccbf5254e3","block_type":"box","text":"developments in the company’s strategy and the market environment. In our view, it is beneficial for new directors to be","page_number":116,"box":{"x":89,"y":516,"width":839,"height":13}},{"id":"b1c0fed6-805b-4573-8305-3a06e74ecd02","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":116,"box":{"x":89,"y":531,"width":819,"height":13}},{"id":"353dc9a2-4a5e-4792-b26a-797ed2140c04","block_type":"box","text":"succession planning. We consider the average overall tenure of the board and seek a balance between the knowledge and","page_number":116,"box":{"x":89,"y":547,"width":850,"height":12}},{"id":"168f5e9a-4fd0-4b0b-a49e-01c2e1d013f1","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":116,"box":{"x":89,"y":562,"width":723,"height":12}},{"id":"f0fe8d82-b9dd-4d8e-99d8-cffdce0ccab9","block_type":"box","text":"We encourage companies to regularly review the effectiveness of their board (including its size), and assess directors","page_number":116,"box":{"x":88,"y":588,"width":817,"height":12}},{"id":"f6da18b2-5e02-4e30-99c9-46ad1dcfe1af","block_type":"box","text":"nominated for election in the context of the composition of the board as a whole. In our view, the company’s assessment","page_number":116,"box":{"x":89,"y":603,"width":848,"height":13}},{"id":"e01312d8-b222-4727-adf1-284104df7be1","block_type":"box","text":"should consider a number of factors, including each director’s independence and time commitments, as well as the breadth","page_number":116,"box":{"x":89,"y":618,"width":867,"height":13}},{"id":"566f95ba-d01f-46fc-b2f0-282b3cb88d24","block_type":"box","text":"and relevance of director experiences and skillsets, and how these collectively contribute to the board’s effectiveness in","page_number":116,"box":{"x":89,"y":633,"width":832,"height":13}},{"id":"f8411d8e-6505-4e12-ae41-17e1da209b0d","block_type":"box","text":"advising and overseeing management in delivering long-term financial returns.","page_number":116,"box":{"x":89,"y":649,"width":551,"height":12}},{"id":"15d40a7c-a13f-4e62-9d27-98b991e7e507","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties – is a central tenet of sound","page_number":116,"box":{"x":89,"y":675,"width":857,"height":12}},{"id":"8cb1fa15-87fa-4b1d-89d4-42cf01c6feb1","block_type":"box","text":"corporate governance across markets.","page_number":116,"box":{"x":89,"y":690,"width":267,"height":13}},{"id":"27f74799-2cad-41b9-8a38-636e607a737d","block_type":"box","text":"(5)","page_number":116,"box":{"x":357,"y":688,"width":15,"height":8}},{"id":"eee1d2c2-cf6f-467a-a62e-6607950fc1b2","block_type":"box","text":"We encourage boards to have a sufficient number of independent directors, free","page_number":116,"box":{"x":377,"y":690,"width":559,"height":13}},{"id":"ad146b57-f7e7-447e-956e-ee39b8e77a44","block_type":"box","text":"from conflicts of interest or undue influence, to ensure objectivity in the decision-making of the board and its ability to","page_number":116,"box":{"x":88,"y":705,"width":829,"height":13}},{"id":"e980ada8-5b5e-43c6-85b5-62274ee63820","block_type":"box","text":"oversee management. We generally consider it good practice for independent directors to make a majority of the board, or in","page_number":116,"box":{"x":89,"y":720,"width":874,"height":13}},{"id":"b00b5147-7594-4f04-9309-cce647c79efb","block_type":"box","text":"the case of controlled companies, at least one-third.","page_number":116,"box":{"x":88,"y":736,"width":364,"height":12}},{"id":"e1aee99c-5a62-46fd-a029-78cfe3df211f","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":116,"box":{"x":89,"y":762,"width":528,"height":12}},{"id":"7d7be484-1f66-464c-b0b3-4242ef153d7f","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":116,"box":{"x":89,"y":782,"width":465,"height":12}},{"id":"8f1b61a8-d79a-4ca0-a165-fa598c55eab6","block_type":"box","text":"(4) In most markets directors stand for re-election on an annual or triennial basis, as determined by corporate law, market regulation or voluntary be","page_number":116,"box":{"x":89,"y":828,"width":843,"height":10}},{"id":"14f4bd2e-6bbb-4979-9cf9-aae4682fa891","block_type":"box","text":"st","page_number":116,"box":{"x":933,"y":829,"width":9,"height":7}},{"id":"ca389866-a526-42cd-a03c-4804f5d5f78a","block_type":"box","text":"practice.","page_number":116,"box":{"x":121,"y":842,"width":47,"height":9}},{"id":"27a0f3d2-af62-48fe-b995-3f881b3eef5e","block_type":"box","text":"(5) Please see: Tokyo Stock Exchange. “Japan’s Corporate Governance Code.” June 11, 2021; Financial Reporting Council. “UK Corporate Governance","page_number":116,"box":{"x":89,"y":856,"width":841,"height":10}},{"id":"b8a1b46c-3fa7-405b-95e5-d9304a47e704","block_type":"box","text":"Code.” July 16, 2018; Investor Stewardship Group. “Corporate Governance Principles for US Listed Companies.”","page_number":116,"box":{"x":121,"y":868,"width":619,"height":10}},{"id":"ea61a6db-a533-4fa1-863c-b17c34d4164b","block_type":"box","text":"A-24","page_number":116,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"6fce60e2-8c5c-4c7b-9fcd-f9aa282005b2","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":117,"box":{"x":89,"y":44,"width":627,"height":12}},{"id":"847b6604-d754-4bc2-adce-4fc915a8ed4f","block_type":"box","text":"• Interlocking directorships","page_number":117,"box":{"x":89,"y":64,"width":210,"height":12}},{"id":"4acc7deb-5199-4d52-8752-9fef8109b1af","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":117,"box":{"x":89,"y":84,"width":853,"height":13}},{"id":"d7e0a5c1-a6cf-495c-8167-a07cb4810369","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":117,"box":{"x":122,"y":99,"width":646,"height":13}},{"id":"73a9b9cc-df89-42de-945b-221777beed20","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":117,"box":{"x":89,"y":126,"width":848,"height":12}},{"id":"0953f4c8-07d2-4578-9fd4-845a37ea57d0","block_type":"box","text":"board leader. This director may chair the board, or, where the chair is also the CEO (or is otherwise not independent), be","page_number":117,"box":{"x":89,"y":141,"width":838,"height":12}},{"id":"d02803c2-1f00-4c9d-874e-bb3e2de8a6c2","block_type":"box","text":"designated as a lead independent director. The role of this director is to enhance the effectiveness of the independent","page_number":117,"box":{"x":89,"y":156,"width":821,"height":12}},{"id":"0bdde8e5-cd69-4512-b122-06a232c06554","block_type":"box","text":"members of the board through shaping the agenda, ensuring adequate information is provided to the board, and","page_number":117,"box":{"x":89,"y":171,"width":790,"height":12}},{"id":"0b643a8c-6b35-4d9c-876d-5946d4fa0d35","block_type":"box","text":"encouraging independent director participation in board deliberations. The lead independent director or another appropriate","page_number":117,"box":{"x":89,"y":186,"width":871,"height":13}},{"id":"9d7db180-e862-4643-83aa-30f611f6538e","block_type":"box","text":"director should be available to meet with shareholders in those situations where an independent director is best placed to","page_number":117,"box":{"x":89,"y":201,"width":851,"height":13}},{"id":"e15f2098-e8e0-487f-a719-3acd96dc9855","block_type":"box","text":"explain and contextualize a company’s approach.","page_number":117,"box":{"x":89,"y":216,"width":343,"height":13}},{"id":"91345fb2-1db8-43a9-8358-256f63072f5e","block_type":"box","text":"There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated","page_number":117,"box":{"x":88,"y":243,"width":863,"height":12}},{"id":"6f69205f-6672-4feb-9314-935f5fd627fb","block_type":"box","text":"directors or require additional focus. It is our view that objective oversight of such matters is best achieved when the board","page_number":117,"box":{"x":89,"y":258,"width":858,"height":12}},{"id":"a69f2134-0f44-46c2-8a21-a87c0562c38b","block_type":"box","text":"forms committees with a majority of independent directors, depending on market norms and a company’s ownership","page_number":117,"box":{"x":88,"y":273,"width":825,"height":13}},{"id":"17615c30-c413-4f0c-98a0-b75fdfb81837","block_type":"box","text":"structure. In many markets, these committees of the board specialize in audit, director nominations, and compensation","page_number":117,"box":{"x":89,"y":288,"width":833,"height":13}},{"id":"a4068418-51d7-40fc-a5cc-0dc887d4380d","block_type":"box","text":"matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one involving a related","page_number":117,"box":{"x":89,"y":303,"width":855,"height":13}},{"id":"42952307-2dce-4fd0-beb5-37c6bde41d1a","block_type":"box","text":"party, or to investigate a significant adverse event.","page_number":117,"box":{"x":89,"y":319,"width":348,"height":12}},{"id":"bf0c72d8-26f5-4bda-9542-cb1428a60fe3","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":117,"box":{"x":88,"y":345,"width":877,"height":12}},{"id":"85f862f0-9536-43a5-b586-17fab9305c1c","block_type":"box","text":"so that shareholders can assess the capabilities and suitability of each individual nominee and their fit within overall board","page_number":117,"box":{"x":89,"y":360,"width":854,"height":12}},{"id":"3a42691a-dfbe-4808-9e32-eeb35656e557","block_type":"box","text":"composition. These disclosures should give an understanding of how the collective experience and expertise of the board, as","page_number":117,"box":{"x":89,"y":375,"width":873,"height":13}},{"id":"3411f5ce-7cde-4aa5-9e84-59660de52040","block_type":"box","text":"well as the particular skill sets of individual directors, aligns with the company’s long-term strategy and business model.","page_number":117,"box":{"x":88,"y":390,"width":839,"height":13}},{"id":"d05b5a69-4034-401d-9d24-080deb3cf0b5","block_type":"box","text":"Highly qualified, engaged directors with professional characteristics relevant to a company’s business and strategy enhance","page_number":117,"box":{"x":89,"y":405,"width":865,"height":13}},{"id":"e3b335b2-3dd3-4284-bea7-e0eed0264e2d","block_type":"box","text":"the ability of the board to add value and be the voice of shareholders in board discussions.","page_number":117,"box":{"x":88,"y":421,"width":631,"height":12}},{"id":"8c1db913-1d44-4efc-b431-471ea9e57ec7","block_type":"box","text":"It is in this context that we are interested in a variety of experiences, perspectives, and skillsets in the board room. We see it","page_number":117,"box":{"x":89,"y":447,"width":860,"height":12}},{"id":"add67876-9558-45e5-bd5a-721215d120d4","block_type":"box","text":"as a means of promoting diversity of thought to avoid “group think” in the board’s exercise of its responsibilities to advise","page_number":117,"box":{"x":89,"y":462,"width":849,"height":12}},{"id":"802c171b-890e-4829-a0d2-e1a36b386700","block_type":"box","text":"and oversee management.","page_number":117,"box":{"x":89,"y":477,"width":185,"height":13}},{"id":"ff70a384-7701-4959-918c-0ee081529fbe","block_type":"box","text":"In assessing board composition, we take a case-by-case approach based on a company’s board size, business model,","page_number":117,"box":{"x":89,"y":504,"width":817,"height":12}},{"id":"a5fc256f-8584-4d94-bb29-e081ef9a92f9","block_type":"box","text":"strategy, location and market capitalization. We look for companies to explain how their approach to board composition","page_number":117,"box":{"x":89,"y":519,"width":838,"height":12}},{"id":"aef62556-f591-465c-8c26-c3b1c03f3dba","block_type":"box","text":"supports the company’s governance practices.","page_number":117,"box":{"x":89,"y":534,"width":325,"height":12}},{"id":"87669996-9b8d-4f94-9a4a-0038a7340846","block_type":"box","text":"We note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":117,"box":{"x":88,"y":560,"width":857,"height":13}},{"id":"d9e8ba5a-b714-473e-9ed6-27ea2ba7ed61","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned. We ask boards to disclose, consistent with local laws,","page_number":117,"box":{"x":89,"y":576,"width":876,"height":12}},{"id":"e0575f08-0b8f-4441-87e2-e5ee19936236","block_type":"box","text":"how diversity, including professional and personal characteristics, is considered in board composition, given the company’s","page_number":117,"box":{"x":89,"y":591,"width":861,"height":12}},{"id":"5e18a34f-49db-419d-aac3-2b11e897c905","block_type":"box","text":"long-term strategy and business model.","page_number":117,"box":{"x":89,"y":606,"width":278,"height":12}},{"id":"a84357ef-39f8-436f-968b-3e73a060b921","block_type":"box","text":"(6)","page_number":117,"box":{"x":369,"y":604,"width":14,"height":8}},{"id":"0d5bdc75-654b-4dc8-a37e-9fc02d7e11d4","block_type":"box","text":"Sufficient capacity","page_number":117,"box":{"x":105,"y":632,"width":133,"height":13}},{"id":"20ab2e83-465e-49fc-b0b3-806e16426e72","block_type":"box","text":"As the role and expectations of a director are increasingly demanding, directors must be able to commit an appropriate","page_number":117,"box":{"x":88,"y":659,"width":836,"height":12}},{"id":"ae92cd95-87c4-4953-a891-0c264b6b501e","block_type":"box","text":"amount of time to board and committee matters. It is important that directors have the capacity to meet all of their","page_number":117,"box":{"x":89,"y":674,"width":806,"height":12}},{"id":"86fae68f-f216-4de8-9e64-77db3570e82a","block_type":"box","text":"responsibilities - including when there are unforeseen events – and therefore, they should not take on an excessive number of","page_number":117,"box":{"x":89,"y":689,"width":880,"height":12}},{"id":"e4ccea7f-3d3e-40ba-8220-6b14d933b592","block_type":"box","text":"roles that would impair their ability to fulfill their duties.","page_number":117,"box":{"x":89,"y":704,"width":387,"height":12}},{"id":"b1ff5220-9ab9-4ba3-be36-76de65b4cd4e","block_type":"box","text":"Auditors and audit-related issues","page_number":117,"box":{"x":88,"y":730,"width":240,"height":10}},{"id":"48600326-3619-4c3a-8f43-616e0fe43095","block_type":"box","text":"BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a","page_number":117,"box":{"x":89,"y":757,"width":821,"height":12}},{"id":"310d4293-4f50-42f6-84cd-78c439cbd086","block_type":"box","text":"company’s financial condition. Accordingly, we look for the assumptions made by management and reviewed by the auditor","page_number":117,"box":{"x":89,"y":772,"width":870,"height":12}},{"id":"baee9a88-971b-4545-87de-4bfdb1f89087","block_type":"box","text":"in preparing the financial statements to be reasonable and justified.","page_number":117,"box":{"x":89,"y":787,"width":471,"height":13}},{"id":"2d75d722-4391-4e4c-a293-547f781ba785","block_type":"box","text":"The accuracy of financial statements, inclusive of financial and non-financial information as required or permitted under","page_number":117,"box":{"x":88,"y":814,"width":843,"height":12}},{"id":"7708f85a-86e5-4863-97e1-d1341806b56a","block_type":"box","text":"market-specific accounting rules, is of paramount importance to BlackRock. Investors increasingly recognize that a broader","page_number":117,"box":{"x":89,"y":829,"width":862,"height":12}},{"id":"39ab849f-4c92-4b94-88c0-7b46c04dfaa5","block_type":"box","text":"(6) Personal characteristics may include, but are not limited to, gender; race/ethnicity; disability; veteran status; LGBTQ+; and national, Indig","page_number":117,"box":{"x":89,"y":856,"width":795,"height":10}},{"id":"fabb2c5d-54b5-45e1-8d53-d2ee59585d28","block_type":"box","text":"enous, reli","page_number":117,"box":{"x":885,"y":856,"width":61,"height":9}},{"id":"d577baee-9d85-4ed1-a6d6-d1723648c846","block_type":"box","text":"gious, or cultural identity.","page_number":117,"box":{"x":121,"y":868,"width":141,"height":10}},{"id":"19a84bdd-0c30-4905-89e1-a601fd898433","block_type":"box","text":"A-25","page_number":117,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"ad9b99cd-2aaa-43a4-9dda-6f757b9aa6a9","block_type":"box","text":"range of risks and opportunities have the potential to materially impact financial performance. Over time, we anticipate","page_number":118,"box":{"x":89,"y":44,"width":833,"height":12}},{"id":"5a52523b-dc9d-4ff2-89a6-0d0d49a5afa6","block_type":"box","text":"investors and other users of company reporting will increasingly seek to understand and scrutinize the assumptions","page_number":118,"box":{"x":89,"y":59,"width":810,"height":12}},{"id":"0203980e-a8c0-47a1-ac7b-6163a78a2986","block_type":"box","text":"underlying financial statements, particularly those that pertain to the impact of the transition to a low-carbon economy on a","page_number":118,"box":{"x":89,"y":74,"width":870,"height":12}},{"id":"965f1209-a9b8-45e4-be17-2df32d28de49","block_type":"box","text":"company’s business model and asset mix. We recognize that this is an area of evolving practice and note that international","page_number":118,"box":{"x":89,"y":89,"width":856,"height":13}},{"id":"d75b57eb-7ae9-43a5-af57-805693190df7","block_type":"box","text":"standards setters, such as the International Financial Reporting Standards (IFRS) Board and the International Auditing and","page_number":118,"box":{"x":89,"y":104,"width":854,"height":13}},{"id":"fa89f990-74fd-4803-abdd-749d27e19196","block_type":"box","text":"Assurance Standards Board (IAASB), continue to develop their guidance to companies.","page_number":118,"box":{"x":88,"y":119,"width":608,"height":13}},{"id":"948bc90c-0281-4db3-b4ae-60d82e337155","block_type":"box","text":"(7)","page_number":118,"box":{"x":698,"y":117,"width":14,"height":8}},{"id":"99945fab-62ee-4577-8f89-d6c0593c8cac","block_type":"box","text":"In this context, audit committees, or equivalent, play a vital role in a company’s financial reporting system by providing","page_number":118,"box":{"x":89,"y":146,"width":828,"height":12}},{"id":"6e53781c-e657-49cb-ad8c-877523d9239e","block_type":"box","text":"independent oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial","page_number":118,"box":{"x":89,"y":161,"width":795,"height":12}},{"id":"7b415813-22d7-417c-af1f-e7e247cc5681","block_type":"box","text":"information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these committees can","page_number":118,"box":{"x":89,"y":176,"width":871,"height":12}},{"id":"2c5273e7-d475-40ae-86a8-8c63cdb8598e","block_type":"box","text":"provide oversight of Enterprise Risk Management systems.","page_number":118,"box":{"x":89,"y":191,"width":409,"height":13}},{"id":"0b058f9d-4fa6-4d2e-ba6a-4fd178b53e12","block_type":"box","text":"(8)","page_number":118,"box":{"x":500,"y":189,"width":14,"height":8}},{"id":"89eb9d8a-8d0b-463c-a709-bc906e689da0","block_type":"box","text":"In our view, effective audit committee oversight strengthens the","page_number":118,"box":{"x":520,"y":191,"width":446,"height":13}},{"id":"7d77dc08-6c0f-46fa-a682-ded358d59a25","block_type":"box","text":"quality and reliability of a company’s financial statements and provides an important level of reassurance to shareholders.","page_number":118,"box":{"x":89,"y":206,"width":850,"height":13}},{"id":"3af5d63b-7224-4693-b370-ca428b06701b","block_type":"box","text":"Audit committees or equivalent should have clearly articulated charters that set out their responsibilities and have a rotation","page_number":118,"box":{"x":88,"y":233,"width":869,"height":12}},{"id":"a70bfd0e-6ba2-4ad2-b775-76bfe82c0879","block_type":"box","text":"plan in place that allows for a periodic refreshment of the committee membership to introduce fresh perspectives to audit","page_number":118,"box":{"x":89,"y":248,"width":853,"height":12}},{"id":"336c5992-ea94-4143-8372-d267a2d85bd9","block_type":"box","text":"oversight. We recognize that audit committees will rely on management, internal audit, and the independent auditor in","page_number":118,"box":{"x":89,"y":263,"width":829,"height":12}},{"id":"108dd86e-2d3b-4f57-a043-bbc6c09bc18d","block_type":"box","text":"fulfilling their responsibilities but look to committee members to demonstrate they have relevant expertise to monitor and","page_number":118,"box":{"x":88,"y":278,"width":854,"height":13}},{"id":"dbcfd32f-c38e-4c20-93d6-4c6a8b0e7912","block_type":"box","text":"oversee the audit process and related activities.","page_number":118,"box":{"x":89,"y":293,"width":329,"height":13}},{"id":"30a53265-ec8d-45fd-be18-3f1ac68678d5","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":118,"box":{"x":88,"y":320,"width":871,"height":12}},{"id":"bab906e7-14aa-4169-bdd9-0751d33eb3af","block_type":"box","text":"or ad hoc notifications of material financial weakness. In this respect, audit committees should provide timely disclosure on","page_number":118,"box":{"x":89,"y":335,"width":863,"height":12}},{"id":"8d0813a3-739c-4ae3-b5d9-d5361254e41c","block_type":"box","text":"the remediation of Key and Critical Audit Matters identified either by the external auditor or internal audit function.","page_number":118,"box":{"x":88,"y":350,"width":802,"height":12}},{"id":"16424d83-2947-4228-a6d3-ebf09f58c2c9","block_type":"box","text":"The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on","page_number":118,"box":{"x":88,"y":376,"width":853,"height":13}},{"id":"8f17e34e-46ea-45f2-bcbb-84951f1537a3","block_type":"box","text":"management. To that end, it is important that auditors are, and are seen to be, independent. Where an audit firm provides","page_number":118,"box":{"x":89,"y":392,"width":853,"height":12}},{"id":"e1f08ac3-c59c-47d6-8690-63a9b7e0a413","block_type":"box","text":"services to the company in addition to the audit, we look for the fees earned to be disclosed and explained. We look for Audit","page_number":118,"box":{"x":89,"y":407,"width":874,"height":12}},{"id":"cb7b4b5f-05d9-4bd6-892c-03f894cbd89a","block_type":"box","text":"committees to have in place a procedure for assessing annually the independence of the auditor and the quality of the","page_number":118,"box":{"x":89,"y":422,"width":827,"height":12}},{"id":"f0c92b4d-c54f-4501-b625-0e3c2159ccd5","block_type":"box","text":"external audit process.","page_number":118,"box":{"x":89,"y":437,"width":157,"height":12}},{"id":"6fb21a44-2a2a-4b9b-996a-b9d0e5b4f66a","block_type":"box","text":"Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management","page_number":118,"box":{"x":89,"y":463,"width":817,"height":13}},{"id":"5c487aa3-66ea-4467-b2be-f3554762c009","block_type":"box","text":"practices and, more broadly, the quality of the board’s oversight. We look to the audit or risk committee to periodically review","page_number":118,"box":{"x":89,"y":479,"width":876,"height":12}},{"id":"6104a236-05d8-40be-803b-eefdbd0e0b37","block_type":"box","text":"the company’s risk assessment and risk management policies and the significant risks and exposures identified by","page_number":118,"box":{"x":88,"y":494,"width":800,"height":12}},{"id":"0301dd5e-9eb7-4375-9b4b-37f134995c87","block_type":"box","text":"management, the internal auditors or the independent auditors and management’s steps to address them. In the absence of","page_number":118,"box":{"x":89,"y":509,"width":873,"height":12}},{"id":"22f580b5-277b-4e77-b9a9-f715c2b71942","block_type":"box","text":"detailed disclosures, we may reasonably conclude that companies are not adequately managing risk.","page_number":118,"box":{"x":89,"y":524,"width":704,"height":12}},{"id":"2b69fe76-ca31-4e6b-b415-2c7b35f27247","block_type":"box","text":"Capital structure, mergers, asset sales, and other special transactions","page_number":118,"box":{"x":89,"y":550,"width":500,"height":13}},{"id":"2f9f6c73-ff31-4209-84c8-04532371d710","block_type":"box","text":"The capital structure of a company is critical to shareholders as it impacts the value of their investment and the priority of","page_number":118,"box":{"x":88,"y":577,"width":853,"height":12}},{"id":"ce72879c-b095-4e4d-934c-48ec1e123008","block_type":"box","text":"their interest in the company relative to that of other equity or debt investors. Pre-emptive rights are a key protection for","page_number":118,"box":{"x":88,"y":592,"width":841,"height":12}},{"id":"d9a8ec22-f78d-4904-a7eb-3881f006eeb2","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":118,"box":{"x":89,"y":607,"width":351,"height":12}},{"id":"54db1910-2cc7-479f-a2e4-629c31af5881","block_type":"box","text":"Effective voting rights are basic rights of share ownership and a core principle of effective governance. Shareholders, as the","page_number":118,"box":{"x":89,"y":633,"width":858,"height":13}},{"id":"1ba93cdc-aefd-4e33-9a77-031e20150c75","block_type":"box","text":"residual claimants, have the strongest interest in protecting the financial value of the company, and voting rights should","page_number":118,"box":{"x":89,"y":649,"width":837,"height":12}},{"id":"73798bd1-7084-49b8-b3aa-bfb6e80042dc","block_type":"box","text":"match economic exposure, i.e., one share, one vote.","page_number":118,"box":{"x":89,"y":664,"width":361,"height":12}},{"id":"ac4b3b9f-3a6d-4a91-b78e-da1f647b3280","block_type":"box","text":"In principle, we disagree with the creation of a share class with equivalent economic exposure and preferential, differentiated","page_number":118,"box":{"x":89,"y":690,"width":872,"height":13}},{"id":"8b6cb50b-f8e6-47c8-aef7-752fb436a170","block_type":"box","text":"voting rights. In our view, this structure violates the fundamental corporate governance principle of proportionality and","page_number":118,"box":{"x":88,"y":705,"width":833,"height":13}},{"id":"46c61634-47f2-49d9-90a5-533118b32a89","block_type":"box","text":"results in a concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and","page_number":118,"box":{"x":89,"y":720,"width":815,"height":13}},{"id":"8331fc86-26e9-4823-9702-aa7d9dc63645","block_type":"box","text":"amplifying any potential conflicts of interest. However, we recognize that in certain markets, at least for a period of time,","page_number":118,"box":{"x":89,"y":736,"width":839,"height":12}},{"id":"77e169ae-d9c6-481b-9634-d8abb58a3ad0","block_type":"box","text":"companies may have a valid argument for listing dual classes of shares with differentiated voting rights. In our view, such","page_number":118,"box":{"x":89,"y":751,"width":845,"height":12}},{"id":"ca2dd190-61a7-44d3-a591-794c77664906","block_type":"box","text":"companies should review these share class structures on a regular basis or as company circumstances change. Additionally,","page_number":118,"box":{"x":89,"y":766,"width":867,"height":12}},{"id":"693bd0c3-72ce-4412-bb1e-5038931f0e77","block_type":"box","text":"(7) IFRS, “IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information”, June 2023, and IAASB, “IAASB Launches Pu","page_number":118,"box":{"x":89,"y":803,"width":833,"height":10}},{"id":"43be5404-3c33-4049-9610-9755d415d8c3","block_type":"box","text":"blic","page_number":118,"box":{"x":923,"y":803,"width":18,"height":8}},{"id":"1c6adf52-1c79-4135-b194-4885b09c5571","block_type":"box","text":"Consultation on Landmark Proposed Global Sustainability Assurance Standard”, August 2023.","page_number":118,"box":{"x":121,"y":816,"width":525,"height":9}},{"id":"789a8e0a-dfd5-4bdf-b1a2-7e6190cceaac","block_type":"box","text":"(8) Enterprise risk management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setti","page_number":118,"box":{"x":89,"y":831,"width":833,"height":10}},{"id":"3e6e0d8c-583d-438d-962f-1007980b5888","block_type":"box","text":"ng and","page_number":118,"box":{"x":924,"y":831,"width":37,"height":10}},{"id":"9cdfd455-6165-45cb-b84d-68e1511e7534","block_type":"box","text":"across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be within the risk appetite, to provide rea","page_number":118,"box":{"x":121,"y":843,"width":818,"height":10}},{"id":"b607b7c2-557f-4706-84d9-6fbce8ff3bd6","block_type":"box","text":"son","page_number":118,"box":{"x":940,"y":846,"width":24,"height":5}},{"id":"cc6449b0-d1b3-4700-8c96-3b66f3250215","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see the Committee of Sponsoring Organizations of the Treadway Commission (COSO),","page_number":118,"box":{"x":121,"y":856,"width":842,"height":10}},{"id":"bb9ae4f6-bc97-4089-ae6b-2a6dfb03cd71","block_type":"box","text":"“Enterprise Risk Management”, 2023.","page_number":118,"box":{"x":121,"y":868,"width":208,"height":10}},{"id":"2e5ddc50-3944-4350-a036-16b35fb3a74e","block_type":"box","text":"A-26","page_number":118,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"445bca1d-9352-4683-9987-48f8480c6796","block_type":"box","text":"they should seek shareholder approval of their capital structure on a periodic basis via a management proposal at the","page_number":119,"box":{"x":88,"y":44,"width":822,"height":12}},{"id":"c25b7f32-c103-4ee3-aff2-64404ef9ff8f","block_type":"box","text":"company’s shareholder meeting. The proposal should give unaffiliated shareholders the opportunity to affirm the current","page_number":119,"box":{"x":89,"y":59,"width":847,"height":12}},{"id":"9a3d87bd-80fa-4b74-bc2d-03ae9bafb194","block_type":"box","text":"structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs","page_number":119,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"1d8000ee-65de-40fd-9d0e-4e1a3ad6882c","block_type":"box","text":"to shareholders.","page_number":119,"box":{"x":88,"y":89,"width":112,"height":10}},{"id":"d53d52c8-d983-43d9-a817-9b4cf656da25","block_type":"box","text":"In assessing mergers, asset sales, or other special transactions, BlackRock’s primary consideration is the long-term economic","page_number":119,"box":{"x":89,"y":116,"width":875,"height":12}},{"id":"d12e700d-bbe5-44b8-886c-9caae442bd51","block_type":"box","text":"interests of our clients as shareholders. Boards proposing a transaction should clearly explain the economic and strategic","page_number":119,"box":{"x":89,"y":131,"width":847,"height":12}},{"id":"7a7bdfd7-d839-4156-af35-95a0a3b63eab","block_type":"box","text":"rationale behind it. We will review a proposed transaction to determine the degree to which it can enhance long-term","page_number":119,"box":{"x":89,"y":146,"width":820,"height":12}},{"id":"615503eb-dd30-4ba9-8590-0575ef067d60","block_type":"box","text":"shareholder value. We find long-term investors like our clients typically benefit when proposed transactions have the","page_number":119,"box":{"x":89,"y":161,"width":815,"height":12}},{"id":"c4d4889a-78aa-4e5d-a6d5-7c86fe2c1e8a","block_type":"box","text":"unanimous support of the board and have been negotiated at arm’s length. We may seek reassurance from the board that","page_number":119,"box":{"x":89,"y":176,"width":854,"height":13}},{"id":"c6ee49cd-1652-4f9f-805c-49bf4555c12f","block_type":"box","text":"the financial interests of executives and/or board members in a given transaction have not adversely affected their ability to","page_number":119,"box":{"x":88,"y":191,"width":865,"height":13}},{"id":"5559f37a-d518-42e3-b90a-e6b22ede2104","block_type":"box","text":"place shareholders’ interests before their own. Where the transaction involves related parties, the recommendation to","page_number":119,"box":{"x":89,"y":206,"width":821,"height":13}},{"id":"7416a86a-43c9-4b73-ad85-ab51592e7768","block_type":"box","text":"support should come from the independent directors, a best practice in most markets, and ideally, the terms should have","page_number":119,"box":{"x":89,"y":222,"width":846,"height":12}},{"id":"c8138dc8-d5c5-4d26-9483-945c469c3737","block_type":"box","text":"been assessed through an independent appraisal process. In addition, it is good practice that it be approved by a separate","page_number":119,"box":{"x":89,"y":237,"width":849,"height":12}},{"id":"12b7f92f-3543-48bf-a407-c53fe5f325b4","block_type":"box","text":"vote of the non-conflicted parties.","page_number":119,"box":{"x":88,"y":252,"width":237,"height":12}},{"id":"3dadf0a6-6688-4e03-82ca-df43bfdf6c3d","block_type":"box","text":"As a matter of sound governance practice, shareholders should have a right to dispose of company shares in the open","page_number":119,"box":{"x":88,"y":278,"width":827,"height":13}},{"id":"9edf2a64-835c-4440-965c-19b3cc0bef30","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":119,"box":{"x":89,"y":293,"width":877,"height":13}},{"id":"00130d0e-04a2-4c45-a229-153edcba2f66","block_type":"box","text":"shares are contrary to basic property rights. Such mechanisms can serve to protect and entrench interests other than those","page_number":119,"box":{"x":89,"y":308,"width":863,"height":13}},{"id":"09b96c41-01c3-40a6-8883-943562a39231","block_type":"box","text":"of the shareholders. In our view, shareholders are broadly capable of making decisions in their own best interests. We","page_number":119,"box":{"x":89,"y":324,"width":819,"height":12}},{"id":"940b0c3a-d906-433b-b2e7-714016413071","block_type":"box","text":"encourage any so-called “shareholder rights plans” proposed by a board to be subject to shareholder approval upon","page_number":119,"box":{"x":89,"y":339,"width":811,"height":12}},{"id":"3eb13a92-0ea0-464a-8307-7968afd5cbae","block_type":"box","text":"introduction and periodically thereafter.","page_number":119,"box":{"x":89,"y":354,"width":276,"height":12}},{"id":"be971919-ce08-41bd-84c5-3062f3b91cfc","block_type":"box","text":"Executive compensation","page_number":119,"box":{"x":89,"y":381,"width":174,"height":12}},{"id":"572ecbc8-2bcb-443d-bffa-8ac620999311","block_type":"box","text":"In most markets, one of the most important roles for a company’s board of directors is to put in place a compensation","page_number":119,"box":{"x":89,"y":407,"width":826,"height":12}},{"id":"cea481b3-c711-4819-8088-23aab1ce5d9a","block_type":"box","text":"structure that incentivizes and rewards executives appropriately. Executive compensation is an important tool used by","page_number":119,"box":{"x":89,"y":422,"width":824,"height":12}},{"id":"101aa113-1b9c-40f6-9fe6-01ab66dec5b7","block_type":"box","text":"companies to support long-term financial value creation. In our experience, well-structured compensation policies reward","page_number":119,"box":{"x":89,"y":437,"width":853,"height":12}},{"id":"9fa3741b-c3eb-4652-815c-3ccf70e0624e","block_type":"box","text":"the successful delivery of strategic, operational, and/or financial goals, encourage an appropriate risk appetite, and align the","page_number":119,"box":{"x":88,"y":452,"width":870,"height":12}},{"id":"f75ede0d-cc26-4315-9283-4ad21ed0c0c1","block_type":"box","text":"interests of shareholders and executives through equity ownership.","page_number":119,"box":{"x":89,"y":467,"width":469,"height":13}},{"id":"a5a22d17-0ab0-48f1-9bb7-ba115731429a","block_type":"box","text":"We look for there to be a clear link between variable pay and operational and financial performance. Performance metrics","page_number":119,"box":{"x":88,"y":494,"width":848,"height":12}},{"id":"9f7715d7-2f40-42c3-b1a0-0752e6b6682b","block_type":"box","text":"should be stretching and aligned with a company’s strategy and business model. BIS does not have a position on whether","page_number":119,"box":{"x":89,"y":509,"width":852,"height":12}},{"id":"f57c57eb-0be0-4ecf-af8d-44c9ed8c91b8","block_type":"box","text":"companies should use sustainability-related criteria in compensation structures, but, where they are included, we look to","page_number":119,"box":{"x":89,"y":524,"width":846,"height":12}},{"id":"6103b861-79a1-4e26-b110-2e3e8b5bc674","block_type":"box","text":"companies to be as rigorous as they would be in setting other financial or operational targets. Long-term incentive plans","page_number":119,"box":{"x":89,"y":539,"width":843,"height":12}},{"id":"05121934-e669-48f9-b123-9614b1498e1e","block_type":"box","text":"should encompass timeframes that 1) are distinct from annual executive compensation structures and metrics, and 2)","page_number":119,"box":{"x":89,"y":554,"width":828,"height":12}},{"id":"47a0e5ec-7a9d-40a2-80dc-5e9d24b48901","block_type":"box","text":"encourage the delivery of strong financial results over a period of years.","page_number":119,"box":{"x":89,"y":569,"width":498,"height":13}},{"id":"7b91ac04-2a36-4edb-b672-9493914e7d42","block_type":"box","text":"When designing, reviewing, and approving executive compensation policies, board compensation committees – or board","page_number":119,"box":{"x":88,"y":596,"width":847,"height":12}},{"id":"a684a1b2-4a9e-49c2-bb24-bb12102c6834","block_type":"box","text":"members responsible for setting executive compensation – should carefully consider the company’s specific circumstances,","page_number":119,"box":{"x":89,"y":611,"width":866,"height":12}},{"id":"653d2651-874c-41a0-b255-7090fa427913","block_type":"box","text":"such as its risk profile, the environment in which it operates, and the individuals the board is trying to attract, retain and","page_number":119,"box":{"x":89,"y":626,"width":835,"height":12}},{"id":"309e7fcf-e662-4276-8f92-ddb2342484b7","block_type":"box","text":"incentivize. We look to the compensation committees to guard against contractual arrangements that would entitle","page_number":119,"box":{"x":89,"y":641,"width":808,"height":12}},{"id":"c7bdef5e-d50e-4739-805d-4bbcdb6b7d13","block_type":"box","text":"executives to material compensation for early termination of their employment. Finally, pension contributions and other","page_number":119,"box":{"x":89,"y":656,"width":839,"height":13}},{"id":"233d9965-648f-4260-a6a0-8b7f2127c486","block_type":"box","text":"deferred compensation arrangements should be reasonable in light of market practices or the company’s business and","page_number":119,"box":{"x":89,"y":671,"width":831,"height":13}},{"id":"777244ca-7744-444f-89da-032c473650c7","block_type":"box","text":"executive compensation strategies.","page_number":119,"box":{"x":89,"y":687,"width":245,"height":12}},{"id":"cf8cca45-c97e-469c-950a-f641d2e9fd7d","block_type":"box","text":"We are not supportive of one-off or special bonuses unrelated to company or individual performance. Where discretion has","page_number":119,"box":{"x":88,"y":713,"width":862,"height":12}},{"id":"3ca5fa5d-2f7a-44cd-aef7-0a6020107b59","block_type":"box","text":"been used by the compensation committee or its equivalent, we appreciate disclosure relating to how and why the discretion","page_number":119,"box":{"x":89,"y":728,"width":874,"height":12}},{"id":"6c46b1e7-32a0-4374-8820-ad96ff6534e3","block_type":"box","text":"was used, and how the adjusted outcome is aligned with the interests of shareholders. We acknowledge that the use of peer","page_number":119,"box":{"x":88,"y":743,"width":871,"height":12}},{"id":"35ecfb78-8847-4425-aee1-bf502103ce3c","block_type":"box","text":"group evaluation by compensation committees can help ensure competitive pay; however, we are concerned when the","page_number":119,"box":{"x":89,"y":758,"width":830,"height":13}},{"id":"5763a007-249a-4a73-816c-f8eb10d0359d","block_type":"box","text":"rationale for increases in total compensation at a company is solely based on peer benchmarking, rather than also","page_number":119,"box":{"x":89,"y":773,"width":797,"height":13}},{"id":"1b225896-b1fb-40a0-8e6c-2adf2fbd146a","block_type":"box","text":"considering rigorous measures of outperformance. We encourage companies to clearly explain how compensation outcomes","page_number":119,"box":{"x":89,"y":788,"width":878,"height":13}},{"id":"9b0905a7-a4ec-406b-a854-73a589e1aa35","block_type":"box","text":"have rewarded performance.","page_number":119,"box":{"x":89,"y":804,"width":199,"height":12}},{"id":"462c5150-604c-4721-b0b2-db6fa9fddaba","block_type":"box","text":"We encourage boards to consider building clawback provisions into incentive plans such that companies could clawback","page_number":119,"box":{"x":88,"y":830,"width":846,"height":12}},{"id":"7b438ec7-954b-42ef-8778-03daf8407a49","block_type":"box","text":"compensation or require executives to forgo awards when compensation was based on faulty financial statements or","page_number":119,"box":{"x":89,"y":845,"width":821,"height":12}},{"id":"73ccdd98-d4d0-4cb1-9cc2-b442f97f7833","block_type":"box","text":"deceptive business practices. We also favor recoupment from or the foregoing of the grant of any awards by any senior","page_number":119,"box":{"x":89,"y":860,"width":831,"height":13}},{"id":"1aa8666b-42a9-488f-ae5c-c2197602562d","block_type":"box","text":"A-27","page_number":119,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"6b5306e7-963d-40c1-b357-b6f77e0a846f","block_type":"box","text":"executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or","page_number":120,"box":{"x":89,"y":44,"width":834,"height":12}},{"id":"14a959ce-8ee7-4bb5-8609-c697768c8d66","block_type":"box","text":"resulted in a criminal investigation, even if such actions did not ultimately result in a material restatement of past results.","page_number":120,"box":{"x":89,"y":59,"width":843,"height":12}},{"id":"04c48d98-e266-4a94-918d-6a115b717736","block_type":"box","text":"In our view, non-executive directors should be compensated in a manner that is commensurate with the time and effort","page_number":120,"box":{"x":89,"y":85,"width":839,"height":13}},{"id":"dd2b09f3-0f0d-4a3d-9c2b-32f0119024b2","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":120,"box":{"x":89,"y":101,"width":832,"height":12}},{"id":"145e1739-cddd-4c92-ad92-6fb83f637e7a","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":120,"box":{"x":89,"y":116,"width":868,"height":12}},{"id":"d0b8b167-bea9-4fb8-8fcf-ed97a2e4dfc1","block_type":"box","text":"charged with overseeing.","page_number":120,"box":{"x":89,"y":131,"width":174,"height":12}},{"id":"5571383c-1f05-421c-8ced-b5a4b69e6c48","block_type":"box","text":"BIS may convey concerns through not supporting management’s proposals to approve compensation, where they are on the","page_number":120,"box":{"x":89,"y":157,"width":874,"height":13}},{"id":"9c2d9471-3163-4c43-ac0b-8d30628c6035","block_type":"box","text":"agenda. We may also vote against members of the compensation committee or equivalent board members for poor","page_number":120,"box":{"x":89,"y":172,"width":810,"height":13}},{"id":"502bceaa-11ce-4059-8842-032adbd38a9e","block_type":"box","text":"compensation practices or structures.","page_number":120,"box":{"x":89,"y":188,"width":264,"height":12}},{"id":"ed64cb57-2372-449f-a2a1-5ba8f6452fbb","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":120,"box":{"x":89,"y":214,"width":387,"height":12}},{"id":"34156ba8-3da6-49dc-ad0a-4cc5c79455e7","block_type":"box","text":"It is our view that well-managed companies will effectively evaluate and manage material sustainability-related risks and","page_number":120,"box":{"x":89,"y":240,"width":842,"height":13}},{"id":"558979b4-7c49-44ed-ba2c-cd41bb9ffef0","block_type":"box","text":"opportunities relevant to their businesses.","page_number":120,"box":{"x":89,"y":256,"width":292,"height":12}},{"id":"2f6f4eb9-58f3-4d63-9905-882425baeb39","block_type":"box","text":"(9)","page_number":120,"box":{"x":383,"y":254,"width":14,"height":8}},{"id":"411ed72a-57d1-4c97-a69c-4bd331d72b34","block_type":"box","text":"As with all risks and opportunities in a company’s business model, appropriate","page_number":120,"box":{"x":402,"y":256,"width":550,"height":12}},{"id":"7e75c0d9-8d16-47b5-92d2-f4ddd1860cd1","block_type":"box","text":"oversight of material sustainability considerations is a core component of having an effective governance framework that","page_number":120,"box":{"x":89,"y":271,"width":848,"height":12}},{"id":"e83d0171-64bc-44f0-ac5e-dbce2c8ea381","block_type":"box","text":"supports durable, long-term financial value creation.","page_number":120,"box":{"x":89,"y":286,"width":366,"height":12}},{"id":"bcc4fa51-1764-4bc3-8158-71831cfafdae","block_type":"box","text":"Robust disclosure allows investors to effectively evaluate companies’ strategy and business practices related to material","page_number":120,"box":{"x":89,"y":312,"width":835,"height":13}},{"id":"f46785a2-9d0b-4bcd-8f78-3fec914a7a28","block_type":"box","text":"sustainability-related risks and opportunities. We find it helpful when companies’ disclosures demonstrate that they have a","page_number":120,"box":{"x":89,"y":327,"width":858,"height":13}},{"id":"07228b1c-a279-44de-8594-33b07425e51d","block_type":"box","text":"resilient business model that integrates material sustainability-related risks and opportunities into their strategy, risk","page_number":120,"box":{"x":89,"y":342,"width":813,"height":13}},{"id":"2b325a93-025f-4619-9ed9-144901925537","block_type":"box","text":"management, and metrics and targets, including industry-specific metrics. The International Sustainability Standards Board","page_number":120,"box":{"x":89,"y":358,"width":865,"height":12}},{"id":"7ab2591c-4dda-44f4-8195-10db63a8d4f5","block_type":"box","text":"(ISSB) standards, IFRS S1 and S2","page_number":120,"box":{"x":89,"y":373,"width":227,"height":12}},{"id":"bab672c6-4e54-489c-9423-af6268993bf5","block_type":"box","text":"(10)","page_number":120,"box":{"x":318,"y":371,"width":21,"height":8}},{"id":"55997b0e-c4f8-4b1e-810e-3a937578b0ad","block_type":"box","text":"may prove helpful to companies in preparing this disclosure. The standards build on the","page_number":120,"box":{"x":345,"y":373,"width":613,"height":12}},{"id":"62b01450-9d05-47c6-8546-41dc0a5eb852","block_type":"box","text":"Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the","page_number":120,"box":{"x":88,"y":388,"width":838,"height":12}},{"id":"7afffa1b-edcd-4674-86fc-8942639d3869","block_type":"box","text":"Sustainability Accounting Standards Board (SASB), which have both converged under the ISSB. We recognize that companies","page_number":120,"box":{"x":88,"y":403,"width":876,"height":12}},{"id":"f98c340f-9fc3-4206-9510-ae485debde9e","block_type":"box","text":"may phase in reporting aligned with the ISSB standards over several years. We also recognize that some companies may","page_number":120,"box":{"x":89,"y":418,"width":839,"height":12}},{"id":"3557f490-93b9-4e1e-8712-c75c80d79a56","block_type":"box","text":"report using different standards, which may be required by regulation, or one of a number of voluntary standards. In such","page_number":120,"box":{"x":89,"y":433,"width":849,"height":13}},{"id":"754a60a5-4dfb-4abf-bbc7-968624a88cf9","block_type":"box","text":"cases, we ask that companies highlight the metrics that are industry- or company-specific.","page_number":120,"box":{"x":89,"y":448,"width":634,"height":13}},{"id":"e489f90d-9a9e-41f7-a57a-6e796acea661","block_type":"box","text":"We note that climate and other sustainability-related disclosures often require companies to collect and aggregate data from","page_number":120,"box":{"x":88,"y":475,"width":874,"height":12}},{"id":"bd92b0f8-a85e-4efc-9929-c7a76aecaa5a","block_type":"box","text":"various internal and external sources. We recognize that the practical realities of data collection and reporting may not line up","page_number":120,"box":{"x":88,"y":490,"width":879,"height":12}},{"id":"b7af04e4-639a-4c04-911e-9408b4f3acba","block_type":"box","text":"with financial reporting cycles and companies may require additional time after their fiscal year-end to accurately collect,","page_number":120,"box":{"x":88,"y":505,"width":847,"height":12}},{"id":"98d9110b-cb6d-4953-ae06-3799ba0450a0","block_type":"box","text":"analyze, and report this data to investors. That said, while we do not prescribe timelines regarding when companies make","page_number":120,"box":{"x":89,"y":520,"width":850,"height":12}},{"id":"6b38f816-1582-442d-bd4f-cd91a64aa236","block_type":"box","text":"these disclosures, we encourage them to produce climate and other sustainability-related disclosures sufficiently in advance","page_number":120,"box":{"x":88,"y":535,"width":870,"height":13}},{"id":"e930c63e-82aa-4bae-8e64-213f5b551dd7","block_type":"box","text":"of their annual meeting, to the best of their abilities to provide investors with time to assess the data and make informed","page_number":120,"box":{"x":89,"y":550,"width":842,"height":13}},{"id":"650a5b75-e842-4eb9-b90f-0ec8307f3acd","block_type":"box","text":"decisions.","page_number":120,"box":{"x":89,"y":565,"width":67,"height":10}},{"id":"b1b4c2e0-fb88-4f91-926b-cc3dae8351a5","block_type":"box","text":"Companies may also choose to adopt or refer to guidance on sustainable and responsible business conduct issued by","page_number":120,"box":{"x":89,"y":592,"width":823,"height":12}},{"id":"a40d4c05-ac9c-4e3b-b1b4-696d1a008771","block_type":"box","text":"supranational organizations such as the United Nations or the Organization for Economic Cooperation and Development.","page_number":120,"box":{"x":89,"y":607,"width":847,"height":12}},{"id":"1c64e820-6aa0-43e4-ab33-d42c4cb9feaa","block_type":"box","text":"Further, industry initiatives on managing specific operational risks may provide useful guidance to companies on best","page_number":120,"box":{"x":89,"y":622,"width":822,"height":12}},{"id":"f08fbfc4-494b-4a9d-b988-02783927a392","block_type":"box","text":"practices and disclosures. While not a voting item, we find it helpful to our understanding of investment risk when companies","page_number":120,"box":{"x":89,"y":637,"width":879,"height":13}},{"id":"f21e899e-43c5-4546-9350-5943e062cd1c","block_type":"box","text":"disclose any relevant global climate and other sustainability-related standards adopted, the industry initiatives in which they","page_number":120,"box":{"x":89,"y":652,"width":868,"height":13}},{"id":"c7882e51-57b7-4e5e-a10f-36914d9a4fc5","block_type":"box","text":"participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their","page_number":120,"box":{"x":89,"y":668,"width":831,"height":12}},{"id":"d669074e-fbab-4953-974a-c48ec577b283","block_type":"box","text":"approach to sustainable and responsible business practices.","page_number":120,"box":{"x":89,"y":683,"width":418,"height":12}},{"id":"f5871192-c8b2-414a-8de2-8511c391b569","block_type":"box","text":"(9) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mod","page_number":120,"box":{"x":89,"y":765,"width":831,"height":10}},{"id":"f8c0b8d1-7ffa-42b1-bd9d-b689717c1948","block_type":"box","text":"el that","page_number":120,"box":{"x":922,"y":765,"width":34,"height":8}},{"id":"281ca3a2-9578-45fd-9923-7b39ee7cd152","block_type":"box","text":"have an environmental or social dependency or impact. Examples of environmental issues include, but are not limited to, water use, land use, waste","page_number":120,"box":{"x":121,"y":778,"width":826,"height":10}},{"id":"65879ef2-a729-4caa-b721-b6ab19473811","block_type":"box","text":"management, and climate risk. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in","page_number":120,"box":{"x":121,"y":790,"width":832,"height":10}},{"id":"48f03401-bde7-4cfa-ae8f-e5393ee261d0","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":120,"box":{"x":121,"y":803,"width":443,"height":10}},{"id":"1d74d16e-933b-4dc7-a16b-6bc37c56f477","block_type":"box","text":"(10) The objective of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information is to require an entity to disclo","page_number":120,"box":{"x":89,"y":818,"width":807,"height":10}},{"id":"f318c66e-a35f-4762-9744-e4ed004fe2c3","block_type":"box","text":"se informa","page_number":120,"box":{"x":897,"y":818,"width":63,"height":8}},{"id":"5d1ee3d2-e764-4881-9dc6-23eae46287b8","block_type":"box","text":"tion about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decis","page_number":120,"box":{"x":121,"y":831,"width":794,"height":10}},{"id":"97c3374a-b613-4967-a371-b1fc7f8a3e2e","block_type":"box","text":"ions","page_number":120,"box":{"x":916,"y":831,"width":22,"height":7}},{"id":"fb869232-e3b9-4319-9a55-e79d47b4b777","block_type":"box","text":"relating to providing resources to the entity. The objective of IFRS S2 Climate-related Disclosures is to require an entity to disclose information a","page_number":120,"box":{"x":121,"y":843,"width":804,"height":10}},{"id":"99cdfa0d-6524-4639-9c1c-69a93d493623","block_type":"box","text":"bout its","page_number":120,"box":{"x":926,"y":843,"width":41,"height":8}},{"id":"6fd72169-23cf-4021-b5f0-c0d55ecddb68","block_type":"box","text":"climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to provi","page_number":120,"box":{"x":121,"y":856,"width":798,"height":10}},{"id":"6233823d-32e4-4562-ba22-3bc0f2119e36","block_type":"box","text":"ding","page_number":120,"box":{"x":921,"y":856,"width":23,"height":10}},{"id":"13badad2-adeb-4b13-83f0-c1a0ee5368db","block_type":"box","text":"resources to the entity.","page_number":120,"box":{"x":121,"y":868,"width":127,"height":10}},{"id":"09923241-27f4-4fd5-884b-5ba3bc7503fa","block_type":"box","text":"A-28","page_number":120,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"b9a83d25-c020-46c5-8c52-bf63bbe87ae7","block_type":"box","text":"Climate and nature-related risk","page_number":121,"box":{"x":105,"y":44,"width":225,"height":10}},{"id":"e4183d63-3df4-4bd3-a557-3cdcf987f821","block_type":"box","text":"In our view, the transition to a low-carbon economy is one of several mega forces reshaping markets.","page_number":121,"box":{"x":89,"y":70,"width":707,"height":13}},{"id":"e6363585-bb07-41b6-802f-62d087fb9907","block_type":"box","text":"(11)","page_number":121,"box":{"x":798,"y":68,"width":19,"height":8}},{"id":"f3bedaab-ab51-4c38-8e43-48bbb5126202","block_type":"box","text":"Our research shows","page_number":121,"box":{"x":823,"y":70,"width":139,"height":10}},{"id":"17e5681d-99e2-44a1-9aa3-9307c8694f0a","block_type":"box","text":"that the low-carbon transition is a structural shift in the global economy that will be shaped by changes in government","page_number":121,"box":{"x":88,"y":85,"width":832,"height":13}},{"id":"627b5e0f-bdb1-44c0-bdfa-af873f29f7f0","block_type":"box","text":"policies, technology, and consumer and investor preferences, which may be material for many companies.","page_number":121,"box":{"x":89,"y":101,"width":742,"height":12}},{"id":"1fd1708c-959e-4bab-98ae-58288baf46c8","block_type":"box","text":"(12)","page_number":121,"box":{"x":832,"y":99,"width":21,"height":8}},{"id":"ae54c9dd-24b0-4b18-941a-2588fca36453","block_type":"box","text":"Yet the path to","page_number":121,"box":{"x":858,"y":101,"width":101,"height":12}},{"id":"d9bb9ad1-7f89-461e-830c-f74109387225","block_type":"box","text":"a low-carbon economy is uncertain and uneven, with different parts of the economy moving at different speeds. BIS","page_number":121,"box":{"x":89,"y":116,"width":809,"height":12}},{"id":"c26958fa-e52c-4a12-a92a-93412e914ba5","block_type":"box","text":"recognizes that it can be challenging for companies to predict the impact of climate-related risk and opportunity on their","page_number":121,"box":{"x":89,"y":131,"width":845,"height":12}},{"id":"91d60e7c-febd-4070-b9e6-b507be9bfd7f","block_type":"box","text":"businesses and operating environments. Many companies are assessing how to navigate the low-carbon transition while","page_number":121,"box":{"x":89,"y":146,"width":845,"height":12}},{"id":"0e834559-5ec2-4924-8a48-cef97b1af4ce","block_type":"box","text":"delivering long-term financial value to investors. At companies where these climate-related risks are material, we find it","page_number":121,"box":{"x":89,"y":161,"width":834,"height":12}},{"id":"16a05890-1cdd-4255-a71d-fe2195e7d859","block_type":"box","text":"helpful when they publicly disclose, consistent with their business model and sector, how they intend to deliver long-term","page_number":121,"box":{"x":89,"y":176,"width":852,"height":13}},{"id":"d339062a-31c6-4fcb-ba3e-938f4d94be87","block_type":"box","text":"financial performance through the transition to a low-carbon economy, including where available, their transition plan.","page_number":121,"box":{"x":88,"y":191,"width":830,"height":13}},{"id":"48e93d62-eabf-4d7e-802b-74c1d462d047","block_type":"box","text":"(13)","page_number":121,"box":{"x":920,"y":189,"width":20,"height":8}},{"id":"e00edc16-64b2-46dc-bfde-345cf751479d","block_type":"box","text":"In our experience, disclosure consistent with the ISSB standards or the TCFD framework can help investors assess company","page_number":121,"box":{"x":89,"y":218,"width":871,"height":12}},{"id":"1a125609-4ff2-4729-8282-daf603f3d632","block_type":"box","text":"specific climate-related risks and opportunities, and inform investment decisions.","page_number":121,"box":{"x":89,"y":233,"width":568,"height":12}},{"id":"3892c1d9-a067-469d-b059-0e0203a06d86","block_type":"box","text":"(14)","page_number":121,"box":{"x":659,"y":231,"width":20,"height":8}},{"id":"e5f9d4d8-d651-409c-843c-1ea5cc19a32c","block_type":"box","text":"Such disclosures also provide investors","page_number":121,"box":{"x":684,"y":233,"width":272,"height":12}},{"id":"ee77b288-ca2d-487f-abff-770f56e60834","block_type":"box","text":"with insights into how companies are managing the risks associated with climate change by managing their own carbon","page_number":121,"box":{"x":88,"y":248,"width":846,"height":12}},{"id":"3b7bdec5-1e16-4892-b785-72eb4e7b5d12","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable. Recognizing the value of these disclosures, in some","page_number":121,"box":{"x":89,"y":263,"width":854,"height":12}},{"id":"144d91a7-5e29-43a5-9834-ee4f8b209e40","block_type":"box","text":"jurisdictions, like the U.K, large companies must disclose such climate-related financial information on a mandatory basis,","page_number":121,"box":{"x":88,"y":278,"width":852,"height":13}},{"id":"00134861-ec0b-4ef5-96b1-ed46adab00d0","block_type":"box","text":"while in other jurisdictions these disclosures are viewed as best practice in the market.","page_number":121,"box":{"x":88,"y":293,"width":603,"height":13}},{"id":"79f99839-001e-4ff4-8215-f0ef83873baf","block_type":"box","text":"Consistent with the ISSB standards and the TCFD framework, we seek to understand, from company disclosures and","page_number":121,"box":{"x":89,"y":320,"width":816,"height":12}},{"id":"75ba9e9c-ca2b-42ae-a427-976a643fb29b","block_type":"box","text":"engagement, the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":121,"box":{"x":89,"y":335,"width":832,"height":12}},{"id":"d411a23e-4bc0-47de-a8eb-d208e0f4bfe2","block_type":"box","text":"business model associated with a range of climate-related scenarios. This includes a scenario in which global warming is","page_number":121,"box":{"x":89,"y":350,"width":845,"height":12}},{"id":"be473dae-6aff-474a-a65e-032de479446d","block_type":"box","text":"limited to well below 2°C, considering ambitions to achieve a limit of 1.5°C, the temperature goal recently reaffirmed by G20","page_number":121,"box":{"x":89,"y":365,"width":867,"height":12}},{"id":"c17bc9c7-a2cd-44c1-bce2-7f8e9d2bba65","block_type":"box","text":"members as part of the 2024 Leader’s Declaration.","page_number":121,"box":{"x":89,"y":380,"width":352,"height":13}},{"id":"5e2f2205-edc7-42cc-b488-3d7f9ef8d7cb","block_type":"box","text":"(15)","page_number":121,"box":{"x":443,"y":378,"width":20,"height":8}},{"id":"c9c40e96-c28e-4ff2-a70b-e53623a62fd3","block_type":"box","text":"These frameworks also contemplate disclosures on how companies are setting short-, medium- and long-term targets,","page_number":121,"box":{"x":88,"y":407,"width":836,"height":12}},{"id":"6fc37620-5ca9-48a9-b3ef-39f805743168","block_type":"box","text":"ideally science-based where these are available for their sector, for scope 1 and 2 greenhouse gas emissions (GHG)","page_number":121,"box":{"x":89,"y":422,"width":803,"height":12}},{"id":"c222d5dd-5ada-4f2f-bd1d-7888a69b3bda","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":121,"box":{"x":89,"y":437,"width":833,"height":12}},{"id":"5dd79ae7-731b-401f-b993-706feb8c2acf","block_type":"box","text":"While we recognize that regulators in some markets are moving to mandate certain disclosures, at this stage, we view scope","page_number":121,"box":{"x":88,"y":463,"width":871,"height":13}},{"id":"e33e7177-6379-4c4c-8302-88a878c0e530","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":121,"box":{"x":89,"y":479,"width":824,"height":12}},{"id":"16d1db2b-b2c6-4c4b-932b-950671726033","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments companies choose to","page_number":121,"box":{"x":89,"y":494,"width":868,"height":12}},{"id":"8fb7a697-aa27-4df1-a3bc-91415d59a022","block_type":"box","text":"make regarding material scope 3 emissions and recognize these are provided on a good-faith basis as methodology develops.","page_number":121,"box":{"x":89,"y":509,"width":879,"height":12}},{"id":"2712c9bf-6ebb-44b7-b94b-2f53b428728e","block_type":"box","text":"Our publicly available commentary provides more information on our approach to climate-related risks and opportunities.","page_number":121,"box":{"x":89,"y":524,"width":853,"height":12}},{"id":"9e65d866-f3a7-4bd1-be20-92e7feaac3f6","block_type":"box","text":"In addition to climate-related risks and opportunities, the management of nature-related factors is increasingly a component","page_number":121,"box":{"x":89,"y":550,"width":874,"height":13}},{"id":"670abebd-ed7c-4e40-8719-79221643b403","block_type":"box","text":"of some companies’ ability to generate durable, long-term financial returns for shareholders, particularly where a company’s","page_number":121,"box":{"x":89,"y":565,"width":869,"height":13}},{"id":"7aad6a1a-d782-45f2-8988-93410987daf2","block_type":"box","text":"(11) BlackRock Investment Institute, “Mega forces: An investment opportunity”, 2023.","page_number":121,"box":{"x":89,"y":619,"width":485,"height":10}},{"id":"7e02c908-8659-4463-8cc8-d0e8939fb102","block_type":"box","text":"(12) BlackRock Investment Institute, “Tracking the low-carbon transition”, July 2023.","page_number":121,"box":{"x":89,"y":634,"width":476,"height":10}},{"id":"8044cc3f-4dc7-400c-b62d-169e4e8a0649","block_type":"box","text":"(13) We have observed that more companies are developing such plans, and public policymakers in a number of markets are signaling their intentions to","page_number":121,"box":{"x":89,"y":649,"width":861,"height":10}},{"id":"0dea64ef-3143-4d7f-833e-235819c28a71","block_type":"box","text":"require them or already have requirements in place, such as Australia, Brazil, and the European Union. We view transition plans as a method for a com","page_number":121,"box":{"x":121,"y":662,"width":843,"height":10}},{"id":"26821fd0-14b6-4399-b339-bfdf73f54706","block_type":"box","text":"pany to both internally assess and externally communicate its long-term strategy, ambition, objectives, and actions to create financial value thro","page_number":121,"box":{"x":121,"y":674,"width":807,"height":10}},{"id":"884fc41d-cb9a-4f24-ae53-31a4bca3aed5","block_type":"box","text":"ugh","page_number":121,"box":{"x":929,"y":674,"width":21,"height":10}},{"id":"ce55f94f-d000-4f83-a2ba-7266db13f8ff","block_type":"box","text":"the global transition towards a low-carbon economy. Transition plans are building momentum internationally, with increased focus from policy make","page_number":121,"box":{"x":121,"y":687,"width":834,"height":10}},{"id":"97c2d6db-78e7-4ffa-807c-ad725dc8b8b3","block_type":"box","text":"rs","page_number":121,"box":{"x":956,"y":689,"width":9,"height":6}},{"id":"9079ab6e-327e-48c2-91f9-35deebdf7506","block_type":"box","text":"and supervisors, including in the EU, UK, G7, G20, and from the financial industry. While many initiatives across jurisdictions outline a framework fo","page_number":121,"box":{"x":121,"y":700,"width":816,"height":10}},{"id":"bbba576c-a115-4478-b4cd-9ba4e7770934","block_type":"box","text":"for","page_number":121,"box":{"x":937,"y":702,"width":11,"height":5}},{"id":"7553c715-fea6-4459-9200-466c3bea6c46","block_type":"box","text":"transition plans, there is no consensus on the key elements these plans should contain. We view useful disclosure as one that communicates a compa","page_number":121,"box":{"x":121,"y":712,"width":845,"height":10}},{"id":"c0bd5154-7eb1-440d-8a84-03097bd8e34f","block_type":"box","text":"ny’s approach to managing financially material business relevant risks and opportunities – including climate-related risks – to deliver long-term","page_number":121,"box":{"x":121,"y":725,"width":801,"height":10}},{"id":"a4699325-2763-44ca-9572-64f0242c820b","block_type":"box","text":"finan","page_number":121,"box":{"x":926,"y":725,"width":33,"height":8}},{"id":"67cde9d4-fefe-47b3-992b-4dced211633c","block_type":"box","text":"cial performance, which allows investors to make more informed decisions. While transition plans can be helpful disclosure, BIS does not make the","page_number":121,"box":{"x":121,"y":737,"width":821,"height":10}},{"id":"51b475a5-e3cc-4178-9f9c-d337773c5edc","block_type":"box","text":"preparation and production of transition plans a voting issue. BIS may engage companies that have chosen to publish a transition plan to understand","page_number":121,"box":{"x":121,"y":750,"width":835,"height":10}},{"id":"4bdf6a44-cb7c-499c-bd5b-3f8b010bc5fd","block_type":"box","text":"their planned actions and resource implications.","page_number":121,"box":{"x":121,"y":763,"width":269,"height":10}},{"id":"34ce47c6-017e-4920-9427-4741a6443e11","block_type":"box","text":"(14) BlackRock, “Global perspectives on investing in the low-carbon transition”, June 2023. We recognize that companies may phase in reporting alig","page_number":121,"box":{"x":89,"y":778,"width":835,"height":10}},{"id":"2faff5ce-b6c7-467c-94f9-285320a50921","block_type":"box","text":"ned","page_number":121,"box":{"x":926,"y":778,"width":20,"height":8}},{"id":"3950d29c-255f-4976-aacf-50ba865fe9f1","block_type":"box","text":"with the ISSB standards over several years, depending on local requirements. We also recognize and respect that some companies may report using","page_number":121,"box":{"x":121,"y":790,"width":826,"height":10}},{"id":"44a4b323-0cfa-4015-ad28-deea41c86cd9","block_type":"box","text":"different local standards, which may be required by regulation, or one of a number of voluntary standards. In such cases, we ask that companies dis","page_number":121,"box":{"x":121,"y":803,"width":831,"height":10}},{"id":"0dc01cb1-9608-4ad9-a3dc-db97a603d462","block_type":"box","text":"close their rationale for reporting in line with the specific disclosure framework chosen and highlight the metrics that are industry- or company","page_number":121,"box":{"x":121,"y":816,"width":805,"height":9}},{"id":"9bd046a4-372e-47f2-bcd1-695440cc1fab","block_type":"box","text":"specific.","page_number":121,"box":{"x":121,"y":828,"width":44,"height":10}},{"id":"b6f2c963-cc15-4efa-bd2d-1197d3a6ba6f","block_type":"box","text":"(15) In November 2024, G20 members reaffirmed the Paris Agreement temperature goal as part of the Leader’s Declaration. G20 members include the","page_number":121,"box":{"x":89,"y":843,"width":846,"height":10}},{"id":"27c3163a-02cc-4a1a-be63-96d1b9749807","block_type":"box","text":"world’s major economies (19 countries and two regional bodies, the European Union and African Union), representing 85% of global Gross Domestic","page_number":121,"box":{"x":121,"y":856,"width":836,"height":10}},{"id":"118a9ccf-bb0c-4c9a-a839-e8fa57dd3d94","block_type":"box","text":"Product, over 75% of international trade, and about two-thirds of the world population.","page_number":121,"box":{"x":122,"y":868,"width":488,"height":10}},{"id":"81cbe498-13cc-4ba1-a98f-5bfde01e6aa4","block_type":"box","text":"A-29","page_number":121,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"26eaba65-dbf6-47fc-8bee-1eace2b7f1d2","block_type":"box","text":"strategy is heavily reliant on the availability of natural capital, or whose supply chains are exposed to locations with nature","page_number":122,"box":{"x":89,"y":44,"width":859,"height":12}},{"id":"9cfb0cf8-f244-4d77-bf33-ab6f51c9902f","block_type":"box","text":"related risks. We look for such companies to disclose how they manage any reliance and impact on, as well as use of, natural","page_number":122,"box":{"x":89,"y":59,"width":870,"height":12}},{"id":"9641a346-6488-443e-8f11-4072ec62e2e3","block_type":"box","text":"capital, including appropriate risk oversight and relevant metrics and targets, to understand how these factors are integrated","page_number":122,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"822791c3-cd11-4ea9-b99e-53565d3d81ea","block_type":"box","text":"into strategy. We will evaluate these disclosures to inform our view of how a company is managing material nature-related","page_number":122,"box":{"x":89,"y":89,"width":856,"height":13}},{"id":"49b8818d-f36d-483a-af7c-9665f6e2a927","block_type":"box","text":"risks and opportunities. We rely on company disclosures when determining how to vote on shareholder proposals addressing","page_number":122,"box":{"x":89,"y":104,"width":876,"height":13}},{"id":"9823f547-daab-4e08-aae2-af2c22124469","block_type":"box","text":"natural capital issues. Our publicly available commentary provides more information on our approach to natural capital.","page_number":122,"box":{"x":89,"y":119,"width":836,"height":13}},{"id":"b5c2c255-46e6-49f1-a032-9a709721331d","block_type":"box","text":"(16)","page_number":122,"box":{"x":927,"y":117,"width":21,"height":8}},{"id":"e1570011-4ae8-4bd6-822a-b0e657a383dc","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":122,"box":{"x":105,"y":146,"width":519,"height":12}},{"id":"13a07a3d-14a6-4da8-a014-f6372482a4ac","block_type":"box","text":"In order to advance long-term shareholders’ interests, companies should consider the interests of the various parties on","page_number":122,"box":{"x":89,"y":172,"width":837,"height":13}},{"id":"38a62ca1-e7be-4f05-bf52-df021891534d","block_type":"box","text":"whom they depend for their success over time. It is for each company to determine their key stakeholders based on what is","page_number":122,"box":{"x":88,"y":188,"width":863,"height":12}},{"id":"631297d1-dce9-4699-9de1-b1f4cb03553d","block_type":"box","text":"material to their business and long-term financial performance. For many companies, key stakeholders include employees,","page_number":122,"box":{"x":89,"y":203,"width":857,"height":12}},{"id":"67278257-633f-4a6c-8f6e-13b90c8a8bff","block_type":"box","text":"business partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they","page_number":122,"box":{"x":89,"y":218,"width":877,"height":12}},{"id":"e829a3aa-efad-47b1-84c1-ceb455d476d0","block_type":"box","text":"operate.","page_number":122,"box":{"x":89,"y":234,"width":56,"height":11}},{"id":"d569bdd8-af15-4a3c-b308-1c0373f3d58d","block_type":"box","text":"As a long-term shareholder on behalf of our clients, we find it helpful when companies disclose how they have identified","page_number":122,"box":{"x":88,"y":259,"width":844,"height":13}},{"id":"fe5c6be3-acba-48ca-9ffc-90bdafc854c6","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":122,"box":{"x":88,"y":274,"width":837,"height":13}},{"id":"7900896f-f287-4f3b-9c96-60801968953a","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":122,"box":{"x":89,"y":290,"width":870,"height":12}},{"id":"f8a8be12-cced-4b6d-8d23-edc67a0ec6a2","block_type":"box","text":"and the skills required for their future business strategy. We are also interested to understand how the board monitors and","page_number":122,"box":{"x":89,"y":305,"width":854,"height":12}},{"id":"687a2662-6dbc-4329-bdfc-91758e59f87b","block_type":"box","text":"engages on these matters, given it is well positioned to ensure that the approach taken by management is informed by and","page_number":122,"box":{"x":89,"y":320,"width":860,"height":12}},{"id":"0054f383-27c6-4e0f-a031-abe1705c9ea5","block_type":"box","text":"aligns with the company’s strategy.","page_number":122,"box":{"x":89,"y":335,"width":245,"height":12}},{"id":"2e2736da-e13b-4201-b087-3b754bc6ef50","block_type":"box","text":"Companies should articulate how they address material adverse impacts that could arise from their business practices and","page_number":122,"box":{"x":89,"y":361,"width":857,"height":13}},{"id":"5a5e8600-d61e-482d-8d05-4f6e864d533e","block_type":"box","text":"affect critical relationships with their stakeholders. We encourage companies to implement, to the extent appropriate,","page_number":122,"box":{"x":89,"y":376,"width":822,"height":13}},{"id":"4b9a1a43-a349-424d-9ee7-18e8af9b71dc","block_type":"box","text":"monitoring processes (often referred to as due diligence) to identify and mitigate potential adverse impacts and grievance","page_number":122,"box":{"x":89,"y":392,"width":854,"height":12}},{"id":"8cfd14b1-d75b-40d1-9184-5201d394a29a","block_type":"box","text":"mechanisms to remediate any actual adverse material impacts. In our view, maintaining trust within these relationships can","page_number":122,"box":{"x":89,"y":407,"width":864,"height":12}},{"id":"2247382b-8d83-4f51-8844-2519316e0608","block_type":"box","text":"contribute to a company’s long-term success.","page_number":122,"box":{"x":89,"y":422,"width":320,"height":12}},{"id":"542ab1cb-253c-4ea2-8654-8f3127889b12","block_type":"box","text":"Other corporate governance matters and shareholder protections","page_number":122,"box":{"x":89,"y":448,"width":473,"height":13}},{"id":"1e89009a-8562-4057-8737-6410f4377677","block_type":"box","text":"In our view, shareholders have a right to material and timely information on the financial performance and viability of the","page_number":122,"box":{"x":89,"y":475,"width":846,"height":12}},{"id":"3ceeb91b-8425-4c8c-b263-d9fe89b68979","block_type":"box","text":"companies in which they invest. In addition, companies should publish information on the governance structures in place","page_number":122,"box":{"x":89,"y":490,"width":850,"height":12}},{"id":"c42048e5-f529-4618-83fc-b733b759a980","block_type":"box","text":"and the rights of shareholders to influence these structures. The reporting and disclosure provided by companies help","page_number":122,"box":{"x":89,"y":505,"width":824,"height":12}},{"id":"be6c8112-de04-442f-906c-89e747b0c873","block_type":"box","text":"shareholders assess the effectiveness of the board’s oversight of management and whether investors’ economic interests","page_number":122,"box":{"x":89,"y":520,"width":848,"height":12}},{"id":"be75f0c6-02b9-433d-9587-0e9c9b67ed78","block_type":"box","text":"have been protected. As a general principle, we believe shareholders should have the right to vote on key corporate","page_number":122,"box":{"x":89,"y":535,"width":805,"height":13}},{"id":"ee6b868e-37ce-4ead-a7ae-dcddd24d6709","block_type":"box","text":"governance matters, including changes to governance mechanisms, to submit proposals to the shareholders’ meeting, and","page_number":122,"box":{"x":89,"y":550,"width":862,"height":13}},{"id":"84c2d414-3787-493d-b93a-c5bc2d1f8afe","block_type":"box","text":"to call special meetings of shareholders.","page_number":122,"box":{"x":88,"y":565,"width":280,"height":13}},{"id":"f87f37e6-f47f-4961-83fe-c57b8f923596","block_type":"box","text":"Corporate form","page_number":122,"box":{"x":105,"y":592,"width":110,"height":12}},{"id":"e9ed0d22-7ba5-4a6e-8f53-fc25f6fb3c02","block_type":"box","text":"In our view, it is the responsibility of the board to determine the corporate form that is most appropriate given the company’s","page_number":122,"box":{"x":89,"y":618,"width":875,"height":13}},{"id":"d34b9843-f1d3-4d31-ad52-a4323b2c42e2","block_type":"box","text":"purpose and business model.","page_number":122,"box":{"x":89,"y":633,"width":204,"height":13}},{"id":"300be4b3-01c3-4f66-a0cb-0b4a80c93a37","block_type":"box","text":"(17)","page_number":122,"box":{"x":295,"y":631,"width":19,"height":9}},{"id":"c36e9fc9-f88d-41e0-b038-3c384fc3cf35","block_type":"box","text":"Companies proposing to change their corporate form to a public benefit corporation or","page_number":122,"box":{"x":320,"y":633,"width":611,"height":13}},{"id":"82206532-f8d9-4531-83b3-8b0432181c74","block_type":"box","text":"similar entity should put it to a shareholder vote if not already required to do so under applicable law. We appreciate when","page_number":122,"box":{"x":89,"y":649,"width":852,"height":12}},{"id":"2065d4a2-ea93-4b08-a45f-5cf7b54d6b55","block_type":"box","text":"supporting documentation from companies or shareholder proponents proposing to alter the corporate form clearly explains","page_number":122,"box":{"x":89,"y":664,"width":876,"height":12}},{"id":"28952877-d493-4ddf-8305-538add91e035","block_type":"box","text":"how the interests of shareholders and different stakeholders would be impacted as well as the accountability and voting","page_number":122,"box":{"x":89,"y":679,"width":838,"height":12}},{"id":"88a1c93d-8b81-4e76-82b3-7546506e3833","block_type":"box","text":"mechanisms that would be available to shareholders. We generally support management proposals if our analysis indicates","page_number":122,"box":{"x":89,"y":694,"width":863,"height":12}},{"id":"9f875314-80e3-4b55-8fa2-b3c54952bbd5","block_type":"box","text":"that shareholders’ economic interests are adequately protected. Relevant shareholder proposals are evaluated on a case-by","page_number":122,"box":{"x":88,"y":709,"width":868,"height":12}},{"id":"bed16f16-4821-44d9-bdd2-d6bc6bfec346","block_type":"box","text":"case basis.","page_number":122,"box":{"x":89,"y":724,"width":73,"height":10}},{"id":"96880444-8ae4-43d7-81b6-afc5e3fc7156","block_type":"box","text":"(16) Given the growing awareness of the materiality of these issues for certain businesses, enhanced reporting on a company’s natural capital depend","page_number":122,"box":{"x":89,"y":816,"width":845,"height":9}},{"id":"5b60070c-99b8-4e8d-bd50-5c0c4a3b5f7e","block_type":"box","text":"en","page_number":122,"box":{"x":935,"y":818,"width":17,"height":5}},{"id":"3d9889ef-ae32-492d-8e07-d6a15c5ca387","block_type":"box","text":"cies and impacts would aid investors’ understanding. In our view, the final recommendations of the Taskforce on Nature-related Financial Disclosur","page_number":122,"box":{"x":121,"y":828,"width":825,"height":10}},{"id":"681c149a-b344-4384-864e-8d95c31d7f03","block_type":"box","text":"es","page_number":122,"box":{"x":946,"y":831,"width":12,"height":5}},{"id":"d1ceebb8-0418-45be-b2ae-498427a89ff9","block_type":"box","text":"(TNFD) may prove useful to some companies. We recognize that some companies may report using different standards, which may be required by","page_number":122,"box":{"x":121,"y":841,"width":820,"height":10}},{"id":"77bdc50e-3cb9-495d-90cc-89fe1921bcaf","block_type":"box","text":"regulation, or one of a number of other private sector standards. TNFD-aligned reporting is not a voting issue.","page_number":122,"box":{"x":121,"y":853,"width":615,"height":10}},{"id":"6683ad25-ad5a-47c7-a95d-0e4f61ea243c","block_type":"box","text":"(17) Corporate form refers to the legal structure by which a business is organized.","page_number":122,"box":{"x":89,"y":868,"width":462,"height":10}},{"id":"4dcdeb78-ebf6-46cf-9968-809221260aff","block_type":"box","text":"A-30","page_number":122,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"b6e1e3ef-f4ad-4421-a63e-be4ae39f7a44","block_type":"box","text":"Shareholder proposals","page_number":123,"box":{"x":88,"y":44,"width":163,"height":12}},{"id":"895407f5-b8b9-4497-8f74-2bb91081d279","block_type":"box","text":"In most markets in which BlackRock invests on behalf of clients, shareholders have the right to submit proposals to be voted","page_number":123,"box":{"x":89,"y":70,"width":869,"height":13}},{"id":"4c297c4e-17b3-4120-af44-c39d1d934231","block_type":"box","text":"on at a company’s annual or extraordinary meeting, as long as eligibility and procedural requirements are met. The matters","page_number":123,"box":{"x":89,"y":85,"width":861,"height":13}},{"id":"5d0fb16e-eaf9-48be-941d-925b93a249a2","block_type":"box","text":"that we see put forward by shareholders address a wide range of topics, including governance reforms, capital management,","page_number":123,"box":{"x":88,"y":101,"width":874,"height":12}},{"id":"0610a375-084d-4c1f-951f-b1d892c834ff","block_type":"box","text":"and improvements in the management or disclosure of sustainability-related risks.","page_number":123,"box":{"x":89,"y":116,"width":576,"height":12}},{"id":"76b7f6a4-a364-4fb8-b972-5082b00f98f0","block_type":"box","text":"BlackRock is subject to legal and regulatory requirements in the U.S. that place restrictions and limitations on how BlackRock","page_number":123,"box":{"x":89,"y":142,"width":874,"height":12}},{"id":"e9e2aa26-db83-4ce7-b8aa-6fcb20dd0039","block_type":"box","text":"can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder","page_number":123,"box":{"x":89,"y":157,"width":830,"height":13}},{"id":"878557a4-1ee4-47ea-8989-2c9e5a064bec","block_type":"box","text":"proposals. We can vote, on behalf of clients who authorize us to do so, on proposals put forth by others.","page_number":123,"box":{"x":89,"y":172,"width":726,"height":13}},{"id":"c18f0c66-e7c8-41db-8844-fcb5749d097c","block_type":"box","text":"When assessing shareholder proposals, we evaluate each proposal on its merit, considering the company’s individual","page_number":123,"box":{"x":88,"y":199,"width":819,"height":12}},{"id":"4b2f8990-ea27-495a-b26b-f6490b16bddd","block_type":"box","text":"circumstances and maintaining a singular focus on the proposal’s implications for long-term financial value creation. BIS’","page_number":123,"box":{"x":89,"y":214,"width":848,"height":12}},{"id":"1dc917f7-dab6-439c-9e89-8bad3e16f115","block_type":"box","text":"evaluation considers whether a shareholder proposal addresses a material risk that, if left unmanaged, may impact a","page_number":123,"box":{"x":89,"y":229,"width":815,"height":12}},{"id":"3899b7c5-8703-4d61-bcd8-2e443b145266","block_type":"box","text":"company’s long-term performance. We look for consistency between the specific request formally made in the proposal, the","page_number":123,"box":{"x":89,"y":244,"width":870,"height":13}},{"id":"df94de87-cc8b-4b3d-963e-978b1e17044a","block_type":"box","text":"supporting documentation, and the proponents’ other communications on the issues. We also assess the company’s","page_number":123,"box":{"x":89,"y":259,"width":818,"height":13}},{"id":"28bf4e85-bed8-4032-9a46-75b980995529","block_type":"box","text":"practices and disclosures and the costs and benefits to the company of meeting the request made in the proposal. We take","page_number":123,"box":{"x":89,"y":274,"width":859,"height":13}},{"id":"8d3ac4cd-941e-46d0-b09a-4c9493de4c93","block_type":"box","text":"into consideration a company’s governance practices and disclosures against those of their peers.","page_number":123,"box":{"x":89,"y":290,"width":684,"height":12}},{"id":"6f6cb895-9bd4-4788-8ef2-4c8a891f9f38","block_type":"box","text":"In our experience, it is helpful when companies disclose the names of the proponent or organization that has submitted or","page_number":123,"box":{"x":89,"y":316,"width":857,"height":12}},{"id":"3a9670a2-a236-4dd1-ac5a-78a850fa7ffb","block_type":"box","text":"advised on the proposal.","page_number":123,"box":{"x":89,"y":331,"width":170,"height":12}},{"id":"75d999d9-3c39-49d1-9dcc-3447b6435b84","block_type":"box","text":"We would not support proposals that we believe would result in over-reaching into the basic business decisions of the","page_number":123,"box":{"x":88,"y":358,"width":826,"height":12}},{"id":"52020449-8c8e-4ef7-a484-faaad5548488","block_type":"box","text":"company, are unduly prescriptive or constraining on management. We take into consideration the legal effect of the proposal,","page_number":123,"box":{"x":89,"y":373,"width":877,"height":12}},{"id":"a6811a21-35e5-4541-b72e-bdc3644bf0f0","block_type":"box","text":"as shareholder proposals may be advisory or legally binding depending on the jurisdiction, while others may make requests","page_number":123,"box":{"x":89,"y":388,"width":862,"height":12}},{"id":"75cd78da-f41c-4a50-94bf-fad473480cf4","block_type":"box","text":"that would be deemed illegal in a given jurisdiction.","page_number":123,"box":{"x":88,"y":403,"width":359,"height":12}},{"id":"ca56ce71-cf54-423e-9d9d-991afdb00c70","block_type":"box","text":"BIS is likely to support shareholder proposals that request disclosures that help us, as long-term investors on behalf of our","page_number":123,"box":{"x":89,"y":429,"width":853,"height":13}},{"id":"f4e5c2cb-9d61-4ab1-8e0a-c792187e426a","block_type":"box","text":"clients, better understand the material risks and opportunities companies face and how they are managing them, especially","page_number":123,"box":{"x":89,"y":445,"width":865,"height":12}},{"id":"66268907-cd2c-494a-ae56-2553bce54f06","block_type":"box","text":"where this information is additive given the company’s existing disclosures. We may also support shareholder proposals that","page_number":123,"box":{"x":88,"y":460,"width":872,"height":12}},{"id":"924fae84-d487-4e9b-852b-c754b5a02b61","block_type":"box","text":"are focused on a material business risk that we agree needs to be addressed and the intended outcome is consistent with","page_number":123,"box":{"x":89,"y":475,"width":850,"height":12}},{"id":"024c2394-08f4-4c14-9376-85502a6bc921","block_type":"box","text":"long-term financial value creation.","page_number":123,"box":{"x":89,"y":490,"width":239,"height":12}},{"id":"27d0ba2b-6f9f-4602-8c88-9d1d9d79cf1e","block_type":"box","text":"We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the proponent’s supporting","page_number":123,"box":{"x":88,"y":516,"width":861,"height":13}},{"id":"a91da2e9-6354-47ea-9d6f-30260434d89a","block_type":"box","text":"statement may refer to topics that are not directly related to the request made in the proposal. In voting on behalf of clients,","page_number":123,"box":{"x":89,"y":531,"width":866,"height":13}},{"id":"38edb710-205f-460f-b3d0-086998bbd082","block_type":"box","text":"we do not submit or edit proposals or the supporting statements – we must vote yes or no on the proposal as phrased by the","page_number":123,"box":{"x":88,"y":547,"width":876,"height":12}},{"id":"28bf738e-0d93-4303-a180-b026b2c15edc","block_type":"box","text":"proponent. Therefore, when we vote in support of a proposal, we are not necessarily endorsing every element of the proposal","page_number":123,"box":{"x":89,"y":562,"width":877,"height":12}},{"id":"2db9af9b-f589-42d7-84b6-12dbba324ac3","block_type":"box","text":"or the reasoning, objectives, or supporting statement of the proponent. We may support a proposal for different reasons from","page_number":123,"box":{"x":89,"y":577,"width":878,"height":12}},{"id":"981e6683-e910-4cb8-bf61-27115094edac","block_type":"box","text":"those put forth by the proponent, when we believe that, overall, it can advance our clients’ long-term financial interests. We","page_number":123,"box":{"x":88,"y":592,"width":863,"height":12}},{"id":"012b0a1c-390a-4fc6-b144-5ff3f42f19ab","block_type":"box","text":"typically explain to the company our rationale for supporting such proposals.","page_number":123,"box":{"x":88,"y":607,"width":538,"height":12}},{"id":"bb8cb510-bf8c-4f7c-a7fe-95a49dc76408","block_type":"box","text":"Alternatively, or in addition, we may vote against the election of one or more directors if, in our assessment, the board has","page_number":123,"box":{"x":88,"y":633,"width":852,"height":13}},{"id":"7aa45270-bd79-454e-adab-dfa5983c10fa","block_type":"box","text":"not responded sufficiently or with an appropriate sense of urgency to a material risk. We may also support a proposal if","page_number":123,"box":{"x":89,"y":649,"width":835,"height":12}},{"id":"ab5f27bb-a96f-4b61-b03c-84993fff737a","block_type":"box","text":"management is on track, but we believe that voting in favor might accelerate efforts to address a material risk.","page_number":123,"box":{"x":89,"y":664,"width":769,"height":12}},{"id":"1e775906-fd86-49fb-b992-cf8840dd79e7","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":123,"box":{"x":89,"y":690,"width":441,"height":13}},{"id":"d6c790fa-3430-4713-a5f2-bd88418ef5d5","block_type":"box","text":"Oversight","page_number":123,"box":{"x":105,"y":717,"width":69,"height":12}},{"id":"02456795-1d28-45e6-8630-bddb41d63898","block_type":"box","text":"BlackRock maintains advisory committees (Stewardship Advisory Committees), generally consisting of senior BlackRock","page_number":123,"box":{"x":89,"y":743,"width":843,"height":12}},{"id":"0c9a67da-f224-4299-b6c5-54456c37bcc9","block_type":"box","text":"index investment professionals and/or senior employees with practical boardroom experience. The Stewardship Advisory","page_number":123,"box":{"x":89,"y":758,"width":849,"height":13}},{"id":"e7847935-4f31-4fc1-ad52-c3ef3f6baf3b","block_type":"box","text":"Committees review and advise on amendments to BIS regional proxy voting guidelines (the Guidelines). The advisory","page_number":123,"box":{"x":89,"y":773,"width":820,"height":13}},{"id":"6753368a-1973-4345-afff-2771db43d9e8","block_type":"box","text":"committees do not determine voting decisions, which are the responsibility of BIS.","page_number":123,"box":{"x":89,"y":788,"width":574,"height":13}},{"id":"03ac90f3-3681-4cba-9e10-87f02961aa27","block_type":"box","text":"In addition to the Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (Global","page_number":123,"box":{"x":89,"y":815,"width":827,"height":12}},{"id":"46dcc630-918f-493f-82de-8a8fe146ea1d","block_type":"box","text":"Oversight Committee) is a risk-focused committee, comprised of the Global Head of Investment Stewardship (Global Head),","page_number":123,"box":{"x":89,"y":830,"width":868,"height":12}},{"id":"e723050b-06be-4341-a877-b7e045a9e21c","block_type":"box","text":"and senior BlackRock executives with legal, risk and other experience relevant to team oversight. The Global Committee does","page_number":123,"box":{"x":89,"y":845,"width":875,"height":12}},{"id":"36964827-89c9-4796-a006-ea632bdc4aa9","block_type":"box","text":"not determine voting decisions, which are the responsibility of BIS.","page_number":123,"box":{"x":89,"y":860,"width":464,"height":13}},{"id":"073e43cd-41f6-4d2b-8697-6cd8ab7bea46","block_type":"box","text":"A-31","page_number":123,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"8131e489-dc8e-40f2-8cde-38e99499d67e","block_type":"box","text":"The Global Head has primary oversight of the activities of BIS, including voting in accordance with the Guidelines, which","page_number":124,"box":{"x":88,"y":44,"width":841,"height":12}},{"id":"5824a1a2-1b64-4b0a-9d2a-05b7db5bacb3","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances. The Global","page_number":124,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"d2fbe502-b1e0-4665-88a9-9ab107cc30e7","block_type":"box","text":"Committee reviews and approves amendments to these Principles. The Global Committee also reviews and approves","page_number":124,"box":{"x":89,"y":74,"width":817,"height":12}},{"id":"d64239ad-8fc4-4f8e-a980-228216f764bd","block_type":"box","text":"amendments to the regional Guidelines.","page_number":124,"box":{"x":89,"y":89,"width":279,"height":13}},{"id":"38f1b5d0-9ec6-4d31-a8d3-66321264c2b8","block_type":"box","text":"In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as updates on","page_number":124,"box":{"x":89,"y":116,"width":876,"height":12}},{"id":"318a5f6c-0076-4021-ad1d-1d29c03bd27d","block_type":"box","text":"material process issues, procedural changes, and other risk oversight considerations. The Global Committee reviews these","page_number":124,"box":{"x":89,"y":131,"width":855,"height":12}},{"id":"27f24734-7dee-4851-b559-1691d4179d2d","block_type":"box","text":"reports in an oversight capacity as informed by the Guidelines.","page_number":124,"box":{"x":89,"y":146,"width":435,"height":12}},{"id":"38091bdc-158c-4b0e-b589-db1fd98e04e0","block_type":"box","text":"BIS carries out engagement with companies, executes proxy votes, and conducts vote operations (including maintaining","page_number":124,"box":{"x":89,"y":172,"width":843,"height":13}},{"id":"e7bad7ae-3bee-448a-8112-319d1034b435","block_type":"box","text":"records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate","page_number":124,"box":{"x":89,"y":188,"width":805,"height":12}},{"id":"a3bd02d7-8dea-4256-a549-e582e77dc250","block_type":"box","text":"governance issues and participates in industry discussions to contribute to and keep abreast of important developments in","page_number":124,"box":{"x":89,"y":203,"width":859,"height":12}},{"id":"320f4973-598e-4a21-8688-250652d827b8","block_type":"box","text":"the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of","page_number":124,"box":{"x":88,"y":218,"width":859,"height":12}},{"id":"823a2b45-8a4f-4b04-af06-c7a2d3bfbd3a","block_type":"box","text":"those third parties. BIS may discuss complicated or particularly controversial matters with senior specialists internally, on an","page_number":124,"box":{"x":88,"y":233,"width":866,"height":12}},{"id":"fea869ef-311d-46da-852a-7e3d7e706186","block_type":"box","text":"advisory basis, prior to making a voting decision.","page_number":124,"box":{"x":89,"y":248,"width":340,"height":12}},{"id":"d22520d3-fa84-43ec-a788-49a5254e7bac","block_type":"box","text":"Voting guidelines and vote execution","page_number":124,"box":{"x":88,"y":274,"width":267,"height":13}},{"id":"9b067901-6aec-4313-aed3-f6b027cc610b","block_type":"box","text":"BlackRock votes on proxy issues when our clients authorize us to do so. We carefully consider proxies submitted to funds and","page_number":124,"box":{"x":89,"y":301,"width":877,"height":12}},{"id":"7b439a4d-96b8-41ca-92be-2e24d5b8b93f","block_type":"box","text":"other fiduciary account(s) (Fund or Funds) for which we have voting authority. BlackRock votes (or refrains from voting)","page_number":124,"box":{"x":89,"y":316,"width":841,"height":12}},{"id":"ea4d4839-7c12-4857-a5f0-82bbbabb6f85","block_type":"box","text":"proxies for each Fund for which we have voting authority based on our evaluation of the alignment of the voting items with","page_number":124,"box":{"x":89,"y":331,"width":862,"height":12}},{"id":"725b8225-47b9-4477-bb06-7bcfb1fad417","block_type":"box","text":"the long-term economic interests of our clients, in the exercise of our independent business judgment, and without regard to","page_number":124,"box":{"x":88,"y":346,"width":877,"height":13}},{"id":"f396cd90-e8b0-4291-8fec-3654402f4596","block_type":"box","text":"the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s","page_number":124,"box":{"x":88,"y":361,"width":853,"height":13}},{"id":"aaabca3e-384c-492a-a7ca-e0700de20f5e","block_type":"box","text":"affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and","page_number":124,"box":{"x":89,"y":376,"width":828,"height":13}},{"id":"c980a593-4944-4739-bf03-3cfa532c87f6","block_type":"box","text":"procedures,” below).","page_number":124,"box":{"x":89,"y":392,"width":144,"height":12}},{"id":"5d5243e7-fc0a-4c63-a810-5278b2616588","block_type":"box","text":"When exercising voting rights, BIS will normally vote on specific proxy issues in accordance with the Guidelines for the","page_number":124,"box":{"x":88,"y":418,"width":828,"height":12}},{"id":"1ba713a4-e0db-4915-bbf7-6169eae4fe4d","block_type":"box","text":"relevant market, as well as the Principles. The voting guidelines published for each region/country in which we vote are","page_number":124,"box":{"x":89,"y":433,"width":834,"height":13}},{"id":"fa5044d0-ba68-4965-a9c2-1395fa998823","block_type":"box","text":"intended to summarize BlackRock’s general philosophy and approach to issues that may commonly arise in the proxy voting","page_number":124,"box":{"x":89,"y":448,"width":869,"height":13}},{"id":"89c704d4-0e70-424f-bace-3f0b48e0b77c","block_type":"box","text":"context in each market where we invest. The Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a","page_number":124,"box":{"x":89,"y":463,"width":851,"height":13}},{"id":"c3eaacde-3c77-4def-b555-5dfad08909c0","block_type":"box","text":"case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As","page_number":124,"box":{"x":89,"y":479,"width":858,"height":12}},{"id":"28141558-71be-4af8-8868-baa7835986f4","block_type":"box","text":"such, the Guidelines do not indicate how BIS will vote in every instance. Rather, they reflect our view about corporate","page_number":124,"box":{"x":89,"y":494,"width":817,"height":12}},{"id":"31fff544-4acf-411d-bf0e-6110580c0b83","block_type":"box","text":"governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate","page_number":124,"box":{"x":89,"y":509,"width":850,"height":12}},{"id":"d3777755-67d0-4ae5-b5f0-e9a1105677f8","block_type":"box","text":"ballots. The Guidelines are reviewed annually and updated as necessary to reflect changes in market practices, developments","page_number":124,"box":{"x":89,"y":524,"width":875,"height":12}},{"id":"6c2f92f0-8b43-456d-9cc4-03db3a7f8f93","block_type":"box","text":"in corporate governance and feedback from companies and clients. In this way, BIS aims to maintain policies that explain our","page_number":124,"box":{"x":89,"y":539,"width":874,"height":12}},{"id":"88df51d3-ac24-4b73-8c78-01679320f559","block_type":"box","text":"approach to governance practices most aligned with clients’ long-term financial interests. BIS analysts may exercise their","page_number":124,"box":{"x":89,"y":554,"width":846,"height":12}},{"id":"7789a154-1d62-440d-a981-df1dceca84b3","block_type":"box","text":"professional judgment in determining how to vote if they conclude that the Guidelines do not cover the specific matter raised","page_number":124,"box":{"x":89,"y":569,"width":877,"height":13}},{"id":"e83af566-f0f5-4da0-8a09-1975dee33433","block_type":"box","text":"by a ballot item or that an exception to the Guidelines would be in the long-term economic interests of BlackRock’s clients.","page_number":124,"box":{"x":89,"y":584,"width":858,"height":13}},{"id":"9cf1fa93-caf8-486c-94c3-a3efe9bc3a01","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BIS’ ability to vote such proxies, as well as the","page_number":124,"box":{"x":89,"y":611,"width":835,"height":12}},{"id":"4fc1416a-b093-46fa-af7e-a62c395cf2b2","block_type":"box","text":"desirability of voting such proxies. These issues include, but are not limited to: i) untimely notice of shareholder meetings; ii)","page_number":124,"box":{"x":89,"y":626,"width":867,"height":12}},{"id":"431a6bba-9de3-4fe8-a09d-0c0fc525f45c","block_type":"box","text":"restrictions on a foreigner’s ability to exercise votes; iii) requirements to vote proxies in person; iv) “share-blocking”","page_number":124,"box":{"x":89,"y":641,"width":804,"height":12}},{"id":"d9f009e5-187f-440b-84cc-68d854ccec2b","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some","page_number":124,"box":{"x":89,"y":656,"width":820,"height":13}},{"id":"9886b393-8275-488b-b029-b8d3fdda9e56","block_type":"box","text":"specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory","page_number":124,"box":{"x":89,"y":671,"width":830,"height":13}},{"id":"40b51b69-85cf-4150-b487-d8e75f593161","block_type":"box","text":"constraints; and vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting","page_number":124,"box":{"x":89,"y":686,"width":788,"height":13}},{"id":"62cad43f-9a6a-478c-9970-2de10f6269ed","block_type":"box","text":"instructions. We are not supportive of impediments to the exercise of voting rights such as share-blocking or overly","page_number":124,"box":{"x":89,"y":702,"width":807,"height":12}},{"id":"9e871daf-1a99-464f-ab56-92636d33dd21","block_type":"box","text":"burdensome administrative requirements.","page_number":124,"box":{"x":89,"y":717,"width":292,"height":12}},{"id":"29034890-4c62-48ef-8598-6e7007b99103","block_type":"box","text":"BlackRock votes proxies in these situations on a “best-efforts” basis. In addition, BIS may determine that it is generally in the","page_number":124,"box":{"x":89,"y":743,"width":867,"height":12}},{"id":"bea49f8c-08f7-4c51-aa07-4436a3073d6b","block_type":"box","text":"interests of BlackRock’s clients not to vote proxies (or not to vote our full allocation) if the costs (including but not limited to","page_number":124,"box":{"x":89,"y":758,"width":869,"height":13}},{"id":"659337af-27d0-4e90-958d-d813df983c18","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":124,"box":{"x":89,"y":773,"width":878,"height":13}},{"id":"510237e7-263a-4be7-b324-da656581b1d4","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":124,"box":{"x":89,"y":788,"width":397,"height":13}},{"id":"7d1631e9-efdd-4fa2-bfa2-508d42413815","block_type":"box","text":"Voting Choice","page_number":124,"box":{"x":88,"y":815,"width":101,"height":12}},{"id":"3458e9d0-fdcf-4594-afb9-1cfe928427f6","block_type":"box","text":"BlackRock offers Voting Choice a program that provides eligible clients with more opportunities to participate in the proxy","page_number":124,"box":{"x":89,"y":841,"width":851,"height":13}},{"id":"2ec68cf5-0d25-460a-80ca-be0f0df27e75","block_type":"box","text":"voting process where legally and operationally viable.","page_number":124,"box":{"x":88,"y":856,"width":373,"height":13}},{"id":"e04c49cd-84f6-4a67-9e5a-f3d045602847","block_type":"box","text":"A-32","page_number":124,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"5b2d36c7-07b2-4175-aee6-ceb93092652c","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, Ireland, and","page_number":125,"box":{"x":88,"y":44,"width":879,"height":12}},{"id":"79b9b5b1-149f-4c1a-a734-701c47d8d30d","block_type":"box","text":"Canada that utilize certain equity index investment strategies, as well as eligible clients in certain institutional pooled funds in","page_number":125,"box":{"x":89,"y":59,"width":874,"height":12}},{"id":"aa871e45-0521-499e-9ee2-9ba8eabf3c64","block_type":"box","text":"the U.S., UK, and Canada that use systematic active equity (SAE) strategies. In addition, institutional clients in separately","page_number":125,"box":{"x":88,"y":74,"width":840,"height":12}},{"id":"1a2d98b9-7ba1-4a2e-a7fe-317b2f3de059","block_type":"box","text":"managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":125,"box":{"x":89,"y":89,"width":840,"height":13}},{"id":"be227406-6341-47e0-b8cc-c44058838d5a","block_type":"box","text":"(18)","page_number":125,"box":{"x":931,"y":87,"width":20,"height":8}},{"id":"996cc081-1f1b-4736-add5-e825b4b6102b","block_type":"box","text":"BlackRock also launched a U.S. Program to offer proxy voting to eligible shareholder accounts in a U.S. Fund.","page_number":125,"box":{"x":89,"y":104,"width":758,"height":13}},{"id":"38dbbdb7-0680-4c14-9294-16f1171aa14c","block_type":"box","text":"(19)","page_number":125,"box":{"x":848,"y":102,"width":21,"height":8}},{"id":"7bb2da28-36e8-4bb8-81d1-f2275d2f1297","block_type":"box","text":"As a result, the shares attributed to BlackRock in company share registers may be voted differently depending on whether our","page_number":125,"box":{"x":88,"y":131,"width":880,"height":12}},{"id":"edb6cf46-c6ce-4410-9b34-d667a6e02623","block_type":"box","text":"clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third-party policy, or have","page_number":125,"box":{"x":89,"y":146,"width":876,"height":12}},{"id":"4bc45a99-3598-40e3-85ba-8eca2c9dc464","block_type":"box","text":"elected to vote shares in accordance with their own policy. Our clients have greater control over proxy voting because of","page_number":125,"box":{"x":89,"y":161,"width":841,"height":12}},{"id":"b1aaa22f-8507-4435-bd3d-68da5eb94867","block_type":"box","text":"Voting Choice. BlackRock does not disclose client information, including a client’s selection of proxy policy, without client","page_number":125,"box":{"x":88,"y":176,"width":848,"height":13}},{"id":"69fe8707-288e-4cce-baad-34404fbad784","block_type":"box","text":"consent.","page_number":125,"box":{"x":89,"y":193,"width":58,"height":8}},{"id":"62d9c0d3-1463-433f-9a95-a1008fcbf752","block_type":"box","text":"Conflicts management policies and procedures","page_number":125,"box":{"x":89,"y":218,"width":340,"height":12}},{"id":"54708c44-c3ce-4ea3-a203-7bd385237fe6","block_type":"box","text":"BIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such","page_number":125,"box":{"x":89,"y":244,"width":822,"height":13}},{"id":"4a8d3731-913e-4f67-bd47-a3e2f42c9298","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":125,"box":{"x":89,"y":259,"width":829,"height":13}},{"id":"4a60f982-0929-414a-906c-790312000021","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. The following are","page_number":125,"box":{"x":89,"y":274,"width":855,"height":13}},{"id":"7048d948-840a-4c9e-8aa3-81f854e2929d","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":125,"box":{"x":89,"y":290,"width":459,"height":12}},{"id":"95c6e51e-9afc-4914-a110-1cd378566ceb","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":125,"box":{"x":121,"y":310,"width":676,"height":12}},{"id":"2a3cf0e8-911f-4f44-83b6-634a21c2b52f","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":125,"box":{"x":121,"y":330,"width":781,"height":12}},{"id":"308f1d96-229c-4889-87ef-37d4114bac62","block_type":"box","text":"resolutions","page_number":125,"box":{"x":154,"y":345,"width":76,"height":10}},{"id":"fc74e98b-7f3d-454c-9716-9292431ffe42","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":125,"box":{"x":121,"y":365,"width":785,"height":12}},{"id":"9ec4548d-e72f-4598-97e6-9c70e6a31def","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":125,"box":{"x":121,"y":385,"width":780,"height":13}},{"id":"79f1cc45-18b5-441a-a5ee-60f60eaa98eb","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":125,"box":{"x":121,"y":405,"width":714,"height":13}},{"id":"ccd985fb-0b4d-4e47-97a9-d4fd8fcdb1f0","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":125,"box":{"x":121,"y":426,"width":801,"height":12}},{"id":"15f46e37-f7e1-4cfe-a66b-9f017e3a241b","block_type":"box","text":"managed by BlackRock","page_number":125,"box":{"x":154,"y":441,"width":162,"height":12}},{"id":"1b383638-1535-426d-9015-d1cfe85e00f5","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":125,"box":{"x":89,"y":467,"width":839,"height":13}},{"id":"b9a9f741-479d-4ab9-8817-591346b3a5da","block_type":"box","text":"• Adopted the Guidelines which are designed to advance our clients’ long-term economic interests in the companies","page_number":125,"box":{"x":121,"y":487,"width":838,"height":13}},{"id":"d69162e8-2aac-492b-93de-d3d0af0e27a9","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":125,"box":{"x":154,"y":502,"width":294,"height":10}},{"id":"0ea4924e-fae9-40a6-8306-4fc62e698ef8","block_type":"box","text":"• Established a reporting structure that separates BIS from employees with sales, vendor management, or business","page_number":125,"box":{"x":121,"y":523,"width":824,"height":12}},{"id":"11cd117f-0e64-424a-b0c3-2a7a29ec57f8","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":125,"box":{"x":154,"y":538,"width":777,"height":12}},{"id":"8d4fdfa5-b692-46f4-8171-655d17cfb38d","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":125,"box":{"x":154,"y":553,"width":797,"height":12}},{"id":"7006365f-621e-4e2b-9fd6-98d553e4a281","block_type":"box","text":"with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS","page_number":125,"box":{"x":153,"y":568,"width":786,"height":12}},{"id":"e8896da9-495f-4e07-a4c8-228f388a0d9c","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":125,"box":{"x":154,"y":583,"width":803,"height":12}},{"id":"b6dc5faa-9942-4719-9396-d5ada83ad723","block_type":"box","text":"a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for","page_number":125,"box":{"x":154,"y":598,"width":802,"height":13}},{"id":"ad46a6b8-1307-4be1-836a-79cd2a3d5484","block_type":"box","text":"the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock","page_number":125,"box":{"x":153,"y":613,"width":807,"height":13}},{"id":"bf2aac12-9817-4cf2-9fea-7b0e730182fe","block_type":"box","text":"clients, business partners and/or third parties, and/or with employees with sales, vendor management, or business","page_number":125,"box":{"x":154,"y":628,"width":806,"height":13}},{"id":"e7d00ae9-d7db-4684-9df0-550197c8cf42","block_type":"box","text":"partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters,","page_number":125,"box":{"x":154,"y":644,"width":781,"height":12}},{"id":"d31fd2bf-92d2-4a3e-98d0-e47bc1adce1f","block_type":"box","text":"client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":125,"box":{"x":154,"y":659,"width":679,"height":12}},{"id":"f5d9ed35-9e3a-4b4b-9643-566ae3aa1677","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":125,"box":{"x":121,"y":679,"width":846,"height":12}},{"id":"fff9ef78-f59f-49b0-8ac3-0de294940107","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":125,"box":{"x":154,"y":694,"width":784,"height":12}},{"id":"c54a014a-37eb-44c5-8059-cfc0fb373144","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":125,"box":{"x":154,"y":709,"width":780,"height":12}},{"id":"f85347ac-502c-4212-a4a2-4177387aae3e","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":125,"box":{"x":154,"y":724,"width":793,"height":13}},{"id":"73944198-9188-48f5-ba85-e77afed3c5eb","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":125,"box":{"x":154,"y":739,"width":799,"height":13}},{"id":"b2f29d11-b550-4285-9111-e0e73f31b327","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":125,"box":{"x":154,"y":754,"width":790,"height":13}},{"id":"5e95320e-295a-4d03-a259-701b7bb0cc71","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for:","page_number":125,"box":{"x":154,"y":770,"width":693,"height":12}},{"id":"6a844022-66af-495d-871a-e512e3f3fddd","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":125,"box":{"x":187,"y":790,"width":592,"height":12}},{"id":"e3e85b22-f8fc-4fdd-b438-d5a26a4e8379","block_type":"box","text":"(18) 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 with t","page_number":125,"box":{"x":89,"y":841,"width":837,"height":10}},{"id":"9cfa45ec-0c55-4da5-b4f4-44180b96628c","block_type":"box","text":"heir","page_number":125,"box":{"x":927,"y":841,"width":20,"height":8}},{"id":"ddabefb5-ab6f-4375-8b3c-d6c1f4989eb2","block_type":"box","text":"views and preferences. BlackRock can then use its proxy voting infrastructure to cast votes based on the client’s selected voting policy.","page_number":125,"box":{"x":121,"y":853,"width":752,"height":10}},{"id":"b4faa1a3-b39b-4b59-bc81-1048af0a2378","block_type":"box","text":"(19) Read more about BlackRock Voting Choice on our website.","page_number":125,"box":{"x":89,"y":868,"width":360,"height":10}},{"id":"e841f557-99f8-40f0-82b9-d92956908d4f","block_type":"box","text":"A-33","page_number":125,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"775bffd1-8383-4139-8134-e864ed0a697c","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":126,"box":{"x":187,"y":44,"width":761,"height":12}},{"id":"e9ad5616-551b-488c-939d-4ba5d72ea972","block_type":"box","text":"the board of directors","page_number":126,"box":{"x":218,"y":59,"width":152,"height":10}},{"id":"89b0faf6-02a7-4657-b4ed-b562c7125e9b","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":126,"box":{"x":187,"y":79,"width":646,"height":13}},{"id":"222b1d9e-5794-4034-a6e5-3f7096e7fd00","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":126,"box":{"x":187,"y":99,"width":513,"height":13}},{"id":"e6ab65e5-f1cc-429d-bf63-3addf68a956f","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":126,"box":{"x":187,"y":119,"width":764,"height":13}},{"id":"765b137c-a4d8-4e6d-bcea-11fcc4ad7232","block_type":"box","text":"party voting service provider","page_number":126,"box":{"x":219,"y":135,"width":199,"height":12}},{"id":"5d171d55-8100-4550-ad53-045fd69d0ae5","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":126,"box":{"x":89,"y":161,"width":873,"height":12}},{"id":"7b7950c4-1201-410b-a0c7-c385066468c5","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":126,"box":{"x":89,"y":176,"width":826,"height":13}},{"id":"0bbfae32-5c8c-4642-8ab8-ae49b8b62def","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":126,"box":{"x":89,"y":191,"width":836,"height":13}},{"id":"4f2c31a6-4eb3-4ee8-bcd8-2d8d7290accd","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":126,"box":{"x":89,"y":206,"width":829,"height":13}},{"id":"6b9ad6a3-af55-4276-b6a5-68317c34691c","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. 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While this has occurred in a limited number of cases, the decision to recall securities on loan","page_number":126,"box":{"x":89,"y":392,"width":866,"height":12}},{"id":"ee6eca2d-5ff3-4c20-b90b-e3d366269189","block_type":"box","text":"as part of BlackRock’s securities lending program in order to vote is based on an evaluation of various factors that include,","page_number":126,"box":{"x":89,"y":407,"width":853,"height":12}},{"id":"cc8c769d-29e0-40e0-8197-c97e9badeb4e","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":126,"box":{"x":89,"y":422,"width":838,"height":12}},{"id":"704f516e-9bc5-4a1a-a1a4-24a5f8dcdbf8","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":126,"box":{"x":89,"y":437,"width":726,"height":12}},{"id":"9b915759-6a51-4b23-a28c-858cbef7486c","block_type":"box","text":"(20)","page_number":126,"box":{"x":816,"y":435,"width":21,"height":8}},{"id":"6109bea0-3322-4bc1-95b0-4278fb4987f3","block_type":"box","text":"BIS works with","page_number":126,"box":{"x":843,"y":437,"width":102,"height":10}},{"id":"b2b2f2e5-f8ff-4665-b669-b90a6e85783f","block_type":"box","text":"colleagues in the Securities Lending and Risk and Quantitative Analysis teams to evaluate the costs and benefits to clients of","page_number":126,"box":{"x":89,"y":452,"width":873,"height":12}},{"id":"34ee3ae5-916c-4fc5-a4fc-d6f136d47002","block_type":"box","text":"recalling shares on loan.","page_number":126,"box":{"x":89,"y":467,"width":167,"height":13}},{"id":"1a926572-77c2-4bcc-b01e-078ebbe741ca","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to the Fund of voting shares would","page_number":126,"box":{"x":89,"y":494,"width":868,"height":12}},{"id":"dd406027-bae1-47a0-84ee-1fbc190fc6d6","block_type":"box","text":"be less than the potential revenue the loan may provide the Fund. However, in certain instances, BlackRock may determine, in","page_number":126,"box":{"x":89,"y":509,"width":876,"height":12}},{"id":"53e1629e-bde8-4bef-9b3a-84f49ff584f2","block_type":"box","text":"our independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":126,"box":{"x":89,"y":524,"width":860,"height":12}},{"id":"700011e9-2f3d-4828-9e70-c2b938d3aa7f","block_type":"box","text":"clients and would therefore recall shares to be voted in those instances.","page_number":126,"box":{"x":89,"y":539,"width":499,"height":10}},{"id":"9a6bc7d6-b323-47a6-8853-44f5ca359662","block_type":"box","text":"Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may","page_number":126,"box":{"x":89,"y":565,"width":840,"height":13}},{"id":"055e4563-5153-4d32-a587-2064bc9f1036","block_type":"box","text":"modify it as necessary.","page_number":126,"box":{"x":89,"y":581,"width":156,"height":12}},{"id":"be868f9a-2806-4ec9-ba55-f4dd3c166db6","block_type":"box","text":"Reporting and vote transparency","page_number":126,"box":{"x":89,"y":607,"width":236,"height":12}},{"id":"9574059c-3b65-4ba3-93b5-87eedb34a839","block_type":"box","text":"We are committed to transparency in the stewardship work we do on behalf of clients. 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We also publish commentaries to share our perspective on market developments and emerging key","page_number":126,"box":{"x":89,"y":679,"width":852,"height":12}},{"id":"9be260be-8b32-434c-89d2-5ba5e3bdade0","block_type":"box","text":"themes.","page_number":126,"box":{"x":88,"y":694,"width":55,"height":10}},{"id":"2aa65bca-219a-4ae7-96f5-a9d76cf31e31","block_type":"box","text":"At a more granular level, on a quarterly basis, we publish our vote record for each company that held a shareholder meeting","page_number":126,"box":{"x":88,"y":720,"width":866,"height":13}},{"id":"d7f106f3-75fb-47cf-83b7-617adbb03daa","block_type":"box","text":"during the period, showing how BIS voted on each proposal and providing our rationale for any votes against management","page_number":126,"box":{"x":89,"y":736,"width":861,"height":12}},{"id":"d6388c1e-a700-4809-a24a-6ea5edae48f6","block_type":"box","text":"proposals and on shareholder proposals. For shareholder meetings where a vote might be high profile or of significant","page_number":126,"box":{"x":89,"y":751,"width":826,"height":12}},{"id":"cbccfea2-b7f5-4cb3-8235-18bc7af4a325","block_type":"box","text":"(20) Recalling securities on loan can be impacted by the timing of record dates. In the U.S., for example, the record date of a shareholder meeting typic","page_number":126,"box":{"x":89,"y":805,"width":848,"height":10}},{"id":"ea3ed640-4e3f-477e-81f5-8a9f001af7d8","block_type":"box","text":"ally","page_number":126,"box":{"x":938,"y":805,"width":18,"height":10}},{"id":"3b3fddfd-5e12-45a8-ac91-82e6092437c5","block_type":"box","text":"falls before the proxy statements are released. Accordingly, it is not practicable to evaluate a proxy statement, determine that a vote has a material","page_number":126,"box":{"x":121,"y":818,"width":817,"height":10}},{"id":"e159bb70-baeb-44af-b080-7771f078cb9d","block_type":"box","text":"impact on a fund and recall any shares on loan in advance of the record date for the annual meeting. As a result, managers must weigh independent","page_number":126,"box":{"x":121,"y":831,"width":831,"height":10}},{"id":"23690034-9655-49b5-96b3-bf4b25edaa4f","block_type":"box","text":"business judgement as a fiduciary, the benefit to a fund’s shareholders of recalling loaned shares in advance of an estimated record date without","page_number":126,"box":{"x":121,"y":843,"width":810,"height":10}},{"id":"fc333204-957e-4770-b89f-c25ab4068e31","block_type":"box","text":"knowing whether there will be a vote on matters which have a material impact on the fund (thereby forgoing potential securities lending revenue for","page_number":126,"box":{"x":121,"y":856,"width":832,"height":10}},{"id":"a038d721-1b38-4f63-9d89-daf29c68dad4","block_type":"box","text":"the fund’s shareholders) or leaving shares on loan to potentially earn revenue for the fund (thereby forgoing the opportunity to vote).","page_number":126,"box":{"x":121,"y":868,"width":745,"height":10}},{"id":"546b6821-4165-4c34-b81a-336ad9b263bd","block_type":"box","text":"A-34","page_number":126,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"306a4154-197a-4508-b31d-aeb8a9c912df","block_type":"box","text":"interest to clients, we may publish a vote bulletin after the meeting, disclosing and explaining our vote on key proposals. 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Investing involves risk, including the loss of","page_number":127,"box":{"x":88,"y":195,"width":827,"height":12}},{"id":"7302ef6e-c46f-42f2-a2ea-f5ce477bafb8","block_type":"box","text":"principal.","page_number":127,"box":{"x":89,"y":210,"width":62,"height":13}},{"id":"4a28d232-1184-4905-a70d-fbdd1bf3e77a","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":127,"box":{"x":89,"y":237,"width":190,"height":12}},{"id":"7f8be644-6d52-4a94-98f6-2aeca3982b93","block_type":"box","text":"©2024 BlackRock, Inc. All rights reserved.","page_number":127,"box":{"x":89,"y":263,"width":289,"height":12}},{"id":"2cabab5c-d0f9-45c8-ba15-a667263a4139","block_type":"box","text":"BLACKROCK","page_number":127,"box":{"x":384,"y":264,"width":89,"height":9}},{"id":"66c28674-081f-409b-9043-8648c9de9306","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":127,"box":{"x":478,"y":263,"width":450,"height":11}},{"id":"e962de1a-a2fd-492b-8592-b91ee956719f","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":127,"box":{"x":88,"y":278,"width":558,"height":13}},{"id":"958deba1-e7b3-4ef1-88c3-444d0d736ff6","block_type":"box","text":"A-35","page_number":127,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"fb091725-352f-40ef-ae61-b794fccae218","block_type":"box","text":"BlackRock Investment Stewardship","page_number":128,"box":{"x":227,"y":44,"width":604,"height":30}},{"id":"2976027b-0174-4634-960e-27c011aa6926","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":128,"box":{"x":89,"y":88,"width":382,"height":12}},{"id":"0d44d4af-bc2f-450e-a808-84402ad661bc","block_type":"box","text":"Published July 2024","page_number":128,"box":{"x":106,"y":114,"width":139,"height":13}},{"id":"53bedb17-d1f1-4c6f-b45d-ba330cc95a1f","block_type":"box","text":"BlackRock climate and decarbonization stewardship guidelines","page_number":128,"box":{"x":89,"y":141,"width":454,"height":12}},{"id":"6f9ddcfb-e06a-436f-958b-7eb9f4b73d00","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":128,"box":{"x":89,"y":167,"width":365,"height":13}},{"id":"0b46bfba-bddd-413e-9229-6b4f5a002b6a","block_type":"box","text":"BlackRock’s clients depend on us to help them meet their varied investment goals. We consider it one of our responsibilities","page_number":128,"box":{"x":89,"y":194,"width":863,"height":12}},{"id":"b6e4d03b-8f8b-4964-b481-d54b5f52e501","block_type":"box","text":"to be an informed, engaged shareholder on their behalf, given the business decisions that companies make have a direct","page_number":128,"box":{"x":88,"y":209,"width":844,"height":12}},{"id":"1e6fd247-578d-4224-9585-aeae05b08b42","block_type":"box","text":"impact on our clients’ long-term investment outcomes and financial well-being. BlackRock Investment Stewardship (BIS) is a","page_number":128,"box":{"x":89,"y":224,"width":873,"height":12}},{"id":"c3b56304-4393-46fb-acf9-a88e6471266a","block_type":"box","text":"dedicated function within BlackRock, which serves as a link between BlackRock’s clients and the companies we invest in on","page_number":128,"box":{"x":89,"y":239,"width":862,"height":13}},{"id":"b1f6c6d6-6551-4ba9-a816-3265a10644ea","block_type":"box","text":"their behalf. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the majority of","page_number":128,"box":{"x":88,"y":254,"width":865,"height":13}},{"id":"1b64afaa-34af-4ec1-8a04-d054b21dc45d","block_type":"box","text":"our clients. BIS does this through:","page_number":128,"box":{"x":89,"y":269,"width":234,"height":13}},{"id":"6f003bfc-080f-47b3-842d-faba3071e23b","block_type":"box","text":"1.","page_number":128,"box":{"x":90,"y":290,"width":10,"height":9}},{"id":"e70d1625-522e-414e-8e9a-3558e0305f37","block_type":"box","text":"Engaging with companies","page_number":128,"box":{"x":128,"y":290,"width":186,"height":12}},{"id":"a40efde8-6a01-4828-bcd9-7f84a345c8d9","block_type":"box","text":"in a two-way dialogue to build our understanding of a company’s practices and inform our","page_number":128,"box":{"x":320,"y":290,"width":634,"height":12}},{"id":"4e6ed4d6-47cc-4383-becc-d10ec3ffc58f","block_type":"box","text":"voting decisions.","page_number":128,"box":{"x":127,"y":305,"width":117,"height":12}},{"id":"2c957d70-9b4b-49d1-9de0-3c4ec78d6fad","block_type":"box","text":"2.","page_number":128,"box":{"x":89,"y":325,"width":11,"height":10}},{"id":"f3792aa2-7166-4ae9-80f7-e0bf7ba50c5a","block_type":"box","text":"Voting at shareholder meetings","page_number":128,"box":{"x":127,"y":325,"width":227,"height":12}},{"id":"a53ce5c6-897c-4941-858c-b0c32d040e73","block_type":"box","text":"on management and shareholder proposals on behalf of clients who have delegated","page_number":128,"box":{"x":359,"y":325,"width":589,"height":12}},{"id":"f85d2bc1-b9f0-4369-a316-3caf54717045","block_type":"box","text":"voting authority to BlackRock.","page_number":128,"box":{"x":127,"y":340,"width":210,"height":12}},{"id":"9df2ffdf-2896-430b-a87d-8459ec3e81d9","block_type":"box","text":"3.","page_number":128,"box":{"x":89,"y":361,"width":11,"height":9}},{"id":"de35e197-3e97-4c0c-9cef-0c1d4f1d23b4","block_type":"box","text":"Contributing to industry dialogue on stewardship","page_number":128,"box":{"x":128,"y":360,"width":356,"height":12}},{"id":"b34bd0e5-16f3-4066-a056-605d3ad4f5fb","block_type":"box","text":"to share our perspectives on matters that may impact our clients’","page_number":128,"box":{"x":489,"y":360,"width":457,"height":12}},{"id":"66d07e6a-751a-4ec1-a8b1-ff1aeaf0951f","block_type":"box","text":"investments.","page_number":128,"box":{"x":128,"y":376,"width":87,"height":9}},{"id":"92e42948-54e9-45ba-82da-dde626e90c2f","block_type":"box","text":"4.","page_number":128,"box":{"x":88,"y":396,"width":12,"height":9}},{"id":"25c431d6-24fc-4ab5-a28d-4737d29e6a68","block_type":"box","text":"Reporting on our activities","page_number":128,"box":{"x":128,"y":396,"width":190,"height":12}},{"id":"f8fdf433-1036-4bbe-aad9-4143022c2d38","block_type":"box","text":"to inform clients about our stewardship efforts on their behalf through a range of","page_number":128,"box":{"x":323,"y":395,"width":570,"height":13}},{"id":"a8e7ab9a-d347-4c78-bd41-800b5487c732","block_type":"box","text":"publications and direct reporting.","page_number":128,"box":{"x":128,"y":410,"width":232,"height":13}},{"id":"d0fb7f46-b768-49af-b901-32f25474b0e8","block_type":"box","text":"Stewardship for clients with investment objectives relating to the low-carbon transition","page_number":128,"box":{"x":88,"y":437,"width":629,"height":12}},{"id":"7aa3303c-d439-46a8-bcc3-08db71c44ee0","block_type":"box","text":"BlackRock offers a wide range of investment products and funds to support our clients’ unique and varied investment","page_number":128,"box":{"x":89,"y":463,"width":822,"height":13}},{"id":"d4240bfc-2960-43a9-afff-794d5fdfd379","block_type":"box","text":"objectives, and in February 2024, BlackRock announced it would be launching a new decarbonization stewardship option for","page_number":128,"box":{"x":89,"y":479,"width":870,"height":12}},{"id":"12541ddb-0718-4edb-8570-cc815d6788c6","block_type":"box","text":"those clients who explicitly direct BlackRock to invest their assets with decarbonization investment objectives. An increasing","page_number":128,"box":{"x":88,"y":494,"width":868,"height":12}},{"id":"dbd62605-1fde-4fbd-bb69-5eec2af6d98e","block_type":"box","text":"number of clients are seeking to minimize the financial risk, and maximize the financial opportunities, associated with the","page_number":128,"box":{"x":89,"y":509,"width":850,"height":12}},{"id":"bccfc70f-8fc8-47b4-a28f-fecfd61fb779","block_type":"box","text":"transition to a low-carbon economy, and thus are interested in sustainable and transition investing, with some including","page_number":128,"box":{"x":88,"y":524,"width":839,"height":12}},{"id":"ec3e833c-c68e-4644-a63c-859c58cb93fa","block_type":"box","text":"decarbonization as an investment objective in their mandates with BlackRock. In Europe for example, all of our largest,","page_number":128,"box":{"x":89,"y":539,"width":827,"height":12}},{"id":"9b64d02c-fe47-4706-9404-4626ff11c28d","block_type":"box","text":"strategic relationship clients have net zero commitments for their organizations, and globally a growing number have made","page_number":128,"box":{"x":89,"y":554,"width":862,"height":12}},{"id":"fb88bfe9-7c68-4d9c-8ece-b546fed38b54","block_type":"box","text":"similar commitments, which those clients believe, will shape financial opportunities in the transition to a low-carbon","page_number":128,"box":{"x":89,"y":569,"width":814,"height":13}},{"id":"a89e55eb-336d-4c5f-885a-e15497375902","block_type":"box","text":"economy. A survey of 200 institutional investors globally, representing nearly $9tn in assets under management, indicated","page_number":128,"box":{"x":89,"y":584,"width":853,"height":13}},{"id":"9f490bf9-d05f-488b-8d4e-dfc956bff11c","block_type":"box","text":"that 98% of them have set some kind of transition investment objective for their portfolios.","page_number":128,"box":{"x":88,"y":599,"width":636,"height":13}},{"id":"4365ccbc-a9a5-4615-b83f-710b67e31b71","block_type":"box","text":"These guidelines set out BIS’ approach to voting at companies’ shareholder meetings on behalf of funds with explicit","page_number":128,"box":{"x":88,"y":626,"width":818,"height":12}},{"id":"57ee656d-5980-4936-8ebf-9e59d9d2e4e2","block_type":"box","text":"decarbonization or climate-related investment objectives, and, when appropriate, engagement with corporate leadership to","page_number":128,"box":{"x":89,"y":641,"width":864,"height":12}},{"id":"5f161c22-9cb0-4da7-b823-2e5ccde4c9e8","block_type":"box","text":"support our voting on clients’ behalf. In addition, clients in separately managed accounts may instruct BlackRock to apply","page_number":128,"box":{"x":89,"y":656,"width":850,"height":13}},{"id":"954a7f4f-858f-4e15-94a2-7a1f35a6f0cb","block_type":"box","text":"these guidelines to their holdings. Both in the case of funds and separately managed accounts, these guidelines are only","page_number":128,"box":{"x":88,"y":671,"width":842,"height":13}},{"id":"d2e90f3a-c78a-4920-8474-e3b72b673154","block_type":"box","text":"implemented upon explicit selection and approval by the applicable fund board or client.","page_number":128,"box":{"x":89,"y":686,"width":617,"height":13}},{"id":"40257940-9f35-45a5-b7b3-33cf1e6f64d5","block_type":"box","text":"These guidelines should be read in conjunction with BIS’ benchmark policies and are focused on matters related to climate","page_number":128,"box":{"x":88,"y":713,"width":860,"height":12}},{"id":"2cc9ef9c-f1df-432b-b0e7-c4898b31663b","block_type":"box","text":"risks and the transition to a low-carbon economy at companies that are held by funds and clients who have selected these","page_number":128,"box":{"x":89,"y":728,"width":856,"height":12}},{"id":"964edc95-7977-4005-af73-04af3adb2cdf","block_type":"box","text":"guidelines. These guidelines differ from the benchmark policies in that they consider, in addition to financial considerations","page_number":128,"box":{"x":89,"y":743,"width":860,"height":12}},{"id":"ce3f1af8-7675-48d7-b6df-c69d7ae71d1a","block_type":"box","text":"and consistent with the investment objective of each fund or account that has selected these guidelines, the alignment of","page_number":128,"box":{"x":89,"y":758,"width":852,"height":13}},{"id":"c2aa0734-9097-446d-9711-bf865f8b3f57","block_type":"box","text":"companies’ business model and strategies with the financial opportunities presented by the transition to a low-carbon","page_number":128,"box":{"x":89,"y":773,"width":827,"height":13}},{"id":"6856e32f-73ec-4902-bceb-30272f900923","block_type":"box","text":"economy and the more ambitious goal of the Paris Agreement, namely to limit average temperature rise to 1.5°C above pre","page_number":128,"box":{"x":89,"y":788,"width":867,"height":13}},{"id":"dde4b443-b198-405e-9a10-5b2435a56a29","block_type":"box","text":"industrial levels.","page_number":128,"box":{"x":89,"y":804,"width":110,"height":9}},{"id":"63b26e84-f21f-4daa-9b85-0360878a57cb","block_type":"box","text":"These guidelines will apply to companies which produce goods and services that contribute to real world decarbonization or","page_number":128,"box":{"x":88,"y":830,"width":873,"height":12}},{"id":"23fa3cdb-1ec2-40b5-9180-37406291d245","block_type":"box","text":"have a carbon intensive business model and face outsized impacts from the low-carbon transition, based on reported and","page_number":128,"box":{"x":89,"y":845,"width":851,"height":12}},{"id":"7be86718-4fe7-4a46-b4fe-2f1b3549a828","block_type":"box","text":"estimated scopes 1, 2, and 3 greenhouse gas emissions. We estimate these companies represent the vast majority of the","page_number":128,"box":{"x":89,"y":860,"width":843,"height":13}},{"id":"d9e223d2-5b24-44bc-80a6-dc26fad69cb7","block_type":"box","text":"A-36","page_number":128,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"d30a94f8-2d4e-417f-92e8-f07c5f832bfa","block_type":"box","text":"value chain emissions of the companies held by funds and clients that have selected these guidelines. For all other companies","page_number":129,"box":{"x":88,"y":44,"width":879,"height":12}},{"id":"345bed8c-f962-46f0-b125-e3f6bec9852a","block_type":"box","text":"held by these funds and clients, BIS’ benchmark voting guidelines apply.","page_number":129,"box":{"x":89,"y":59,"width":502,"height":12}},{"id":"dd0c803e-9089-428e-a9e6-27c01ac784ec","block_type":"box","text":"On other matters not related to climate risks and the transition to a low-carbon economy, BIS will apply our benchmark","page_number":129,"box":{"x":89,"y":85,"width":835,"height":13}},{"id":"687d9481-4aa1-478b-94a9-c207aa0d977e","block_type":"box","text":"policies.","page_number":129,"box":{"x":89,"y":101,"width":55,"height":12}},{"id":"79990ec5-8c93-42bd-b9e2-04fd9319696f","block_type":"box","text":"For clients who have not directed BlackRock to prioritize climate risks and decarbonization as an investment objective, BIS will","page_number":129,"box":{"x":89,"y":127,"width":878,"height":12}},{"id":"ddb9002a-74e2-4d4a-99bd-54eaf89a2210","block_type":"box","text":"continue to undertake our stewardship responsibilities in line with our benchmark policies, with a sole focus on advancing","page_number":129,"box":{"x":89,"y":142,"width":854,"height":12}},{"id":"f6c46ad8-5eb9-40f7-80a4-b9052ba8d3e1","block_type":"box","text":"those clients’ long-term economic interests. This will include consideration of climate-related risks and opportunities in a","page_number":129,"box":{"x":88,"y":157,"width":848,"height":13}},{"id":"fda697b4-e727-41e9-b046-4eab1d814380","block_type":"box","text":"company’s business model, where material to the company’s ability to deliver long-term financial returns.","page_number":129,"box":{"x":89,"y":172,"width":738,"height":13}},{"id":"2eb0d432-6f65-4c5d-a06c-116705e60826","block_type":"box","text":"Please see appendix 2, which sets out the key differences between the BIS benchmark and decarbonization policies on items","page_number":129,"box":{"x":89,"y":199,"width":870,"height":12}},{"id":"480fefc5-646c-420d-a3c2-94c71316be52","block_type":"box","text":"related to climate risk and the transition to a low-carbon economy.","page_number":129,"box":{"x":89,"y":214,"width":466,"height":12}},{"id":"1ab3c079-b2ab-4728-ad89-4b8dfad08b60","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":129,"box":{"x":89,"y":240,"width":621,"height":13}},{"id":"ceee8e99-ff23-4e97-8a55-8042a10bb769","block_type":"box","text":"Research from the BlackRock Investment Institute (BII) highlights that changing government policy, technology, and","page_number":129,"box":{"x":89,"y":267,"width":811,"height":12}},{"id":"366e51c6-1c27-4fe7-ae2b-379ca799cb6a","block_type":"box","text":"consumer and investor preferences are driving the transition to a low-carbon economy, but these forces are moving at","page_number":129,"box":{"x":89,"y":282,"width":827,"height":12}},{"id":"39adc32f-6991-45b5-9111-712394887687","block_type":"box","text":"uneven speeds across sectors and regions. For example—some technologies like renewable power are already being","page_number":129,"box":{"x":89,"y":297,"width":813,"height":12}},{"id":"477523c3-46a0-46b7-8d22-8661608a4b50","block_type":"box","text":"deployed at scale in some regions, while in other sectors and regions less cost-effective low-carbon alternatives exist. We","page_number":129,"box":{"x":89,"y":312,"width":846,"height":13}},{"id":"07ab1621-979c-4f17-ba25-1f8fe393e109","block_type":"box","text":"have heard from certain clients that they see the low-carbon transition as a series of shifts over decades that will reshape","page_number":129,"box":{"x":89,"y":327,"width":846,"height":13}},{"id":"1be1886e-fc19-4157-b022-88e89a00606f","block_type":"box","text":"production and consumption, spur significant capital investment and create risks, opportunities and a wider range of","page_number":129,"box":{"x":89,"y":342,"width":820,"height":13}},{"id":"b2293415-a2a5-4238-9dab-fd6f4347bc7a","block_type":"box","text":"financial and competitive outcomes for companies.","page_number":129,"box":{"x":88,"y":358,"width":359,"height":12}},{"id":"c8e212ac-a978-4c47-8c43-c0a8909d2e52","block_type":"box","text":"For clients interested in investing in the transition to a low-carbon economy and understanding its corresponding risks and","page_number":129,"box":{"x":89,"y":384,"width":860,"height":12}},{"id":"cdbc3e83-3686-443f-a554-7f7aa28bda18","block_type":"box","text":"opportunities, we have developed the BlackRock Investment Institute Transition Scenario (BIITS), powered by Aladdin","page_number":129,"box":{"x":89,"y":399,"width":820,"height":13}},{"id":"b2150f4f-ec00-46c9-b60f-35201c159431","block_type":"box","text":"®","page_number":129,"box":{"x":911,"y":398,"width":9,"height":6}},{"id":"3e32cad9-d57d-439d-8c75-2ad8e0259e1e","block_type":"box","text":"technology. BIITS is a research-based, analytical forecast of how the low-carbon transition is most likely to play out based on","page_number":129,"box":{"x":88,"y":414,"width":871,"height":13}},{"id":"b5e0a393-95fc-48c0-96ff-b1a4ad5741ce","block_type":"box","text":"what we know and expect today. It can help inform a top-down assessment of a company’s business risk arising from the","page_number":129,"box":{"x":88,"y":429,"width":852,"height":13}},{"id":"144169e4-ae9f-4bcc-8740-da07f1bb40ec","block_type":"box","text":"transition. BII based its key assumptions on rigorous research, and the input of BlackRock’s portfolio managers and other","page_number":129,"box":{"x":88,"y":445,"width":848,"height":12}},{"id":"664000e5-4271-41a5-8ca1-69213f695094","block_type":"box","text":"experts.","page_number":129,"box":{"x":89,"y":461,"width":54,"height":11}},{"id":"8873ccdd-b7c5-46bc-b15c-8d2ccb8f28e5","block_type":"box","text":"For client assets with explicit investment objectives related to the transition to a low-carbon economy, BIS will draw on the","page_number":129,"box":{"x":89,"y":486,"width":855,"height":12}},{"id":"861bc4fd-2ac8-4a76-a533-44236b458473","block_type":"box","text":"insights generated by BIITS and Aladdin","page_number":129,"box":{"x":89,"y":501,"width":277,"height":13}},{"id":"431d9775-418d-466c-8149-1c6a12a42065","block_type":"box","text":"®","page_number":129,"box":{"x":368,"y":500,"width":9,"height":6}},{"id":"6d36acf9-d2a9-4fbc-bb3b-6a710d0a880e","block_type":"box","text":"Climate, as well as our own analysis and engagement, in applying these guidelines.","page_number":129,"box":{"x":382,"y":501,"width":580,"height":13}},{"id":"25a0b324-c16c-49a7-ae3f-2847c378c235","block_type":"box","text":"In doing so, we will take into consideration the fact that the necessary data to assess individual companies currently has","page_number":129,"box":{"x":89,"y":516,"width":840,"height":13}},{"id":"6be8dcf7-c6d2-49d8-bb7e-c9c3e1471d05","block_type":"box","text":"limitations, but is improving as a result of disclosure requirements in an increasing number of jurisdictions.","page_number":129,"box":{"x":89,"y":531,"width":746,"height":13}},{"id":"7b4c237f-ca78-46da-a429-7b2f27675064","block_type":"box","text":"Decarbonization stewardship guidelines design principles","page_number":129,"box":{"x":89,"y":558,"width":416,"height":12}},{"id":"e2667df8-e075-4cc6-8c26-e8f9636d8dfb","block_type":"box","text":"The framework of these guidelines is designed to:","page_number":129,"box":{"x":88,"y":584,"width":348,"height":13}},{"id":"1e41ea76-0db2-4b90-b699-f51a7bff1214","block_type":"box","text":"•","page_number":129,"box":{"x":89,"y":608,"width":4,"height":3}},{"id":"5965db16-e404-448f-bbcd-ab110a7cc328","block_type":"box","text":"Prioritize sectors and companies that are critical to the transition to a low-carbon economy:","page_number":129,"box":{"x":122,"y":605,"width":661,"height":12}},{"id":"a9df4276-9e96-4d9e-9578-ab904dc453e7","block_type":"box","text":"This includes companies","page_number":129,"box":{"x":788,"y":605,"width":172,"height":12}},{"id":"dbc28075-53aa-44e1-8e71-c8504353d98d","block_type":"box","text":"which produce goods and services that contribute to real world decarbonization or have a carbon intensive business","page_number":129,"box":{"x":121,"y":620,"width":815,"height":12}},{"id":"e51492a7-2a41-4630-b82e-ef24fbcf27ec","block_type":"box","text":"model and face outsized impacts from the low-carbon transition.","page_number":129,"box":{"x":122,"y":635,"width":453,"height":12}},{"id":"e46a9779-3ab8-45c7-a193-1535c356a850","block_type":"box","text":"•","page_number":129,"box":{"x":89,"y":659,"width":4,"height":3}},{"id":"f8ccad8e-1a77-41b6-a404-17e75bf29763","block_type":"box","text":"Apply a sectoral approach to our analysis that acknowledges the unevenness of the low-carbon transition across","page_number":129,"box":{"x":121,"y":655,"width":816,"height":12}},{"id":"6202a055-4c1f-4b26-a362-c907f18882ce","block_type":"box","text":"sectors and markets:","page_number":129,"box":{"x":121,"y":670,"width":149,"height":10}},{"id":"8e95b6e9-7293-4ec5-9d25-5c49ea475ea8","block_type":"box","text":"We take into consideration the varying speeds at which sectors and markets can decarbonize","page_number":129,"box":{"x":275,"y":670,"width":652,"height":12}},{"id":"d431fff5-69d7-4b22-b70e-6424516118f1","block_type":"box","text":"based on technological feasibility, consumer demand, government policy, regulatory frameworks and other factors.","page_number":129,"box":{"x":122,"y":685,"width":805,"height":12}},{"id":"feb45a8b-9c2e-4702-86fa-4cc388808654","block_type":"box","text":"Further, we recognize that these factors are uncertain and dynamic, which will require that we evolve our approach as","page_number":129,"box":{"x":122,"y":700,"width":823,"height":13}},{"id":"d7c20ad1-5b84-43b7-8abb-30e2a96f764b","block_type":"box","text":"necessary.","page_number":129,"box":{"x":122,"y":718,"width":70,"height":10}},{"id":"aad034d1-d5ca-45c6-b7dd-7fff7aaf5c79","block_type":"box","text":"•","page_number":129,"box":{"x":89,"y":739,"width":4,"height":3}},{"id":"9c256a43-0a57-4444-9a9c-bb98085aed77","block_type":"box","text":"Take a long-term, pragmatic approach that favors a transition that minimizes disruption to companies and their key","page_number":129,"box":{"x":121,"y":736,"width":835,"height":12}},{"id":"16457866-59d5-469d-8e68-dff8950de75a","block_type":"box","text":"stakeholders:","page_number":129,"box":{"x":121,"y":751,"width":95,"height":9}},{"id":"dda43467-384d-4d8a-ab5d-ea84451df7ac","block_type":"box","text":"Our approach recognizes the challenges that many companies face in adapting their business models. It is","page_number":129,"box":{"x":222,"y":751,"width":743,"height":12}},{"id":"a0fc5eb4-e62c-4c8f-b85b-16c908a17a35","block_type":"box","text":"premised on the views of interested clients that a transition where companies adapt and continue to deliver financial","page_number":129,"box":{"x":121,"y":766,"width":816,"height":12}},{"id":"856df40d-65f0-4ce4-b5a7-e2a54669bb13","block_type":"box","text":"returns throughout, is a better long-term investment outcome for them, and less disruptive to a company’s other key","page_number":129,"box":{"x":122,"y":781,"width":818,"height":12}},{"id":"b6f40b66-2f5f-45ba-b90b-3aeafb3d00ed","block_type":"box","text":"stakeholders, than a transition that is uneven. Further, we consider the differences between the actions and outcomes","page_number":129,"box":{"x":121,"y":796,"width":824,"height":11}},{"id":"a10da4f4-ebe4-4231-b5c8-a24e54fbbe6d","block_type":"box","text":"over which company management has influence, and those it does not.","page_number":129,"box":{"x":121,"y":811,"width":501,"height":12}},{"id":"6bc1c130-f852-4cf2-a633-7f1afac19add","block_type":"box","text":"•","page_number":129,"box":{"x":89,"y":835,"width":4,"height":3}},{"id":"3b4b8bde-0ae0-4cf3-8220-989f2e993e8e","block_type":"box","text":"Focus on useful, contextualized disclosures that help inform investors views, while recognizing data limitations:","page_number":129,"box":{"x":122,"y":831,"width":803,"height":13}},{"id":"3947d065-bd49-424e-98e4-486792be16f1","block_type":"box","text":"The","page_number":129,"box":{"x":930,"y":831,"width":26,"height":10}},{"id":"3888261d-c51a-4f5f-a7af-2db2c5b0eea9","block_type":"box","text":"policy will seek disclosures that outline key milestones and dependencies underpinning the company’s low-carbon","page_number":129,"box":{"x":121,"y":846,"width":802,"height":13}},{"id":"2d7d7f67-da45-42b7-9d55-a339587920e6","block_type":"box","text":"transition strategy; explain the trade-offs required to adapt the business model; and include relevant data and narrative.","page_number":129,"box":{"x":121,"y":862,"width":836,"height":12}},{"id":"c5cc76af-934c-4053-8d17-c3e3abfc02c4","block_type":"box","text":"A-37","page_number":129,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"4eda8599-fd7d-4baf-9ab0-0091108e5631","block_type":"box","text":"•","page_number":130,"box":{"x":89,"y":47,"width":4,"height":4}},{"id":"d11c9f5b-ba90-4fb5-905b-e93b4c5e2e97","block_type":"box","text":"Be consistent with our position as a minority investor on behalf of our clients:","page_number":130,"box":{"x":122,"y":44,"width":559,"height":12}},{"id":"fc9e5812-be46-42a4-8e65-1e48804992b9","block_type":"box","text":"The boards and executive leadership of","page_number":130,"box":{"x":686,"y":44,"width":276,"height":12}},{"id":"ca8e4851-34a2-40db-ba56-ccd7ea4ff27c","block_type":"box","text":"companies determine a company’s strategy and its implementation. We make decisions on how to engage companies","page_number":130,"box":{"x":121,"y":59,"width":827,"height":12}},{"id":"65bd5aa1-1909-4ea7-825d-ef17e34fbfa4","block_type":"box","text":"and vote proxies independently, based on our professional judgment of the priorities and outcomes most aligned with","page_number":130,"box":{"x":121,"y":74,"width":825,"height":12}},{"id":"ea87ea1b-7d8e-4b56-8d48-16e057fbfe86","block_type":"box","text":"clients’ investment objectives.","page_number":130,"box":{"x":121,"y":89,"width":208,"height":13}},{"id":"3d78e474-8684-46dc-a536-fde50b58d1f4","block_type":"box","text":"Voting guidelines","page_number":130,"box":{"x":88,"y":116,"width":125,"height":12}},{"id":"30ff890a-1816-4f73-b032-763b2184632d","block_type":"box","text":"Consistent with the investment objective of each fund or client that has selected these guidelines, BIS will look to companies","page_number":130,"box":{"x":89,"y":142,"width":870,"height":12}},{"id":"7bfd1630-f6ee-4654-a890-8933e2cb6314","block_type":"box","text":"to demonstrate the following:","page_number":130,"box":{"x":88,"y":157,"width":207,"height":13}},{"id":"5352e6ec-3749-4797-96ed-74ff9e17e09c","block_type":"box","text":"Corporate Disclosures","page_number":130,"box":{"x":105,"y":184,"width":160,"height":12}},{"id":"72af3d17-86b5-42d0-89ed-8c9ec8e7926e","block_type":"box","text":"In the context of these guidelines, we look for companies to provide sufficient corporate disclosure to allow us to determine","page_number":130,"box":{"x":89,"y":210,"width":865,"height":13}},{"id":"9377bd1e-3b0e-4f72-a8fc-0a1f932ade38","block_type":"box","text":"the extent to which decarbonization and the low-carbon transition are strategic priorities. As a general point, we would","page_number":130,"box":{"x":88,"y":225,"width":834,"height":13}},{"id":"0db85626-6580-4140-b53a-c5b5a41e376f","block_type":"box","text":"expect companies that have disclosed their aim to participate in the transition to a low-carbon economy to make disclosures","page_number":130,"box":{"x":89,"y":240,"width":872,"height":13}},{"id":"dd22c7cd-97f3-45de-befb-c023524a5408","block_type":"box","text":"that help explain the strategy and governance systems they have determined most appropriate, which may include:","page_number":130,"box":{"x":88,"y":256,"width":809,"height":12}},{"id":"14b1de4b-b5cf-4f04-a2d4-2010a4c826dd","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit global average temperature","page_number":130,"box":{"x":89,"y":276,"width":866,"height":12}},{"id":"f347903a-0883-4738-9a94-d155066cd936","block_type":"box","text":"rise to 1.5°C above pre-industrial levels. This would normally mean that they have a long-term strategy to achieve net","page_number":130,"box":{"x":128,"y":291,"width":827,"height":12}},{"id":"778c3234-abb2-4c2f-8261-6a9d79371487","block_type":"box","text":"zero greenhouse gas (GHG) emissions by 2050, with appropriate near- and medium-term milestones to assess their","page_number":130,"box":{"x":127,"y":306,"width":813,"height":12}},{"id":"d0714462-fee6-4fbc-a1f9-eb08cc7e31cc","block_type":"box","text":"progress.","page_number":130,"box":{"x":128,"y":324,"width":63,"height":9}},{"id":"833bb925-14a3-4f6d-b7d3-09267a4e80cf","block_type":"box","text":"(2) low-carbon transition-related reporting consistent with the standards developed by the International Sustainability","page_number":130,"box":{"x":89,"y":341,"width":842,"height":13}},{"id":"88dda706-fae8-4863-bb27-58662d8e1d37","block_type":"box","text":"Standards Board (ISSB). IFRS S1 addresses the general requirements of sustainability reporting and IFRS S2 sets out the","page_number":130,"box":{"x":128,"y":356,"width":834,"height":13}},{"id":"f294bcac-44db-430a-8f1b-a1e8190edec6","block_type":"box","text":"disclosures that would provide investors with decision-useful information about a company’s most significant climate","page_number":130,"box":{"x":128,"y":371,"width":830,"height":13}},{"id":"f74a1a8e-4c0a-4eda-aced-da55caaf4eca","block_type":"box","text":"and low-carbon transition-related risks and opportunities. As audit and assurance standards are developed, it would be","page_number":130,"box":{"x":128,"y":387,"width":834,"height":12}},{"id":"c232935f-7953-42b9-b84c-0ff4155299a1","block_type":"box","text":"helpful to investors’ confidence in such disclosures for companies to seek independent, third-party assurance.","page_number":130,"box":{"x":128,"y":402,"width":769,"height":12}},{"id":"ff84e039-1e31-404e-9911-aeac275bcc27","block_type":"box","text":"(3) scope 1 and scope 2, and material scope 3 GHG emissions. In addition, we look to companies to disclose their","page_number":130,"box":{"x":89,"y":422,"width":809,"height":12}},{"id":"0a17f028-2dbf-46a1-9d3d-ffadd7f3dd54","block_type":"box","text":"reduction targets for scope 1 and 2 emissions, science-based where possible. We welcome disclosure of targets or","page_number":130,"box":{"x":128,"y":437,"width":800,"height":12}},{"id":"d92360d7-2215-47ea-8feb-1f46bbd81cdb","block_type":"box","text":"indicative goals, where companies have set them, for scope 3 emissions reductions, recognizing that these would be","page_number":130,"box":{"x":128,"y":452,"width":814,"height":12}},{"id":"1323c064-0ba1-43a7-9e4a-9867858eee1d","block_type":"box","text":"provided on a ‘best efforts’ basis given the methodological challenges these currently present for reporters. Scope 3","page_number":130,"box":{"x":128,"y":467,"width":807,"height":13}},{"id":"fe92b4fd-ad70-4d66-a815-cdbe20c3b7ec","block_type":"box","text":"information, including how a company is working with its value chain to accelerate reductions in GHG intensity,","page_number":130,"box":{"x":128,"y":482,"width":780,"height":13}},{"id":"03c291c4-0c8b-41e8-ad6d-ed7c903984fb","block_type":"box","text":"provides useful insight to investors focused on investing in the low-carbon transition and understanding the impact of","page_number":130,"box":{"x":128,"y":497,"width":828,"height":13}},{"id":"4fad3233-a08a-4c0f-bc64-1c7bc09b3891","block_type":"box","text":"their investments on their decarbonization goals. However, we recognize that companies have varying ability to","page_number":130,"box":{"x":127,"y":513,"width":777,"height":12}},{"id":"9a093321-9ac9-47cf-b9f4-fa1c16b35684","block_type":"box","text":"influence the emissions across the different parts of their value chain and it is helpful when disclosures explain the","page_number":130,"box":{"x":128,"y":528,"width":798,"height":12}},{"id":"2b197df2-506c-460c-b60f-a6a906e6a615","block_type":"box","text":"implications for the achievement of their decarbonization targets.","page_number":130,"box":{"x":128,"y":543,"width":457,"height":12}},{"id":"d0f0c165-7e2f-44f1-a6a6-8ee421c5b80c","block_type":"box","text":"Transition plans","page_number":130,"box":{"x":104,"y":569,"width":116,"height":13}},{"id":"f717ba6c-9c5b-4919-9c7d-9bca96e4d739","block_type":"box","text":"Some companies have published a transition plan that explains how the company intends to implement its low-carbon","page_number":130,"box":{"x":88,"y":596,"width":832,"height":12}},{"id":"9e1f85aa-9bbf-4fcf-ab93-1df516f3f287","block_type":"box","text":"transition strategy by, as defined by the ISSB, “lay[ing] out the entity’s targets, actions or resources for its transition towards a","page_number":130,"box":{"x":88,"y":611,"width":879,"height":12}},{"id":"5e31945e-1173-45d7-8106-dc00ec92e598","block_type":"box","text":"lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see appendix 1).","page_number":130,"box":{"x":89,"y":626,"width":754,"height":12}},{"id":"0bb36389-d477-44b2-a4a8-5e513dcd0892","block_type":"box","text":"We note the work being undertaken in a number of jurisdictions on establishing a common approach in a market to","page_number":130,"box":{"x":88,"y":652,"width":811,"height":13}},{"id":"71eeb851-26ae-4f1d-a12d-38018c056011","block_type":"box","text":"corporate transition plans. Given this work continues, for the near-term, BIS will not make preparation and production of","page_number":130,"box":{"x":89,"y":668,"width":845,"height":12}},{"id":"a3101052-861a-4dff-9ee8-d5301129e214","block_type":"box","text":"transition plans a voting issue. BIS may engage companies that have chosen to publish a transition plan to understand their","page_number":130,"box":{"x":88,"y":683,"width":865,"height":12}},{"id":"b6a82811-ee28-4a42-9f67-3370d8329f46","block_type":"box","text":"planned actions and resource implications in accordance with anticipated requirements.","page_number":130,"box":{"x":89,"y":698,"width":617,"height":12}},{"id":"fdf56f8f-3cdb-4844-9724-8803a50600eb","block_type":"box","text":"Boards and directors","page_number":130,"box":{"x":106,"y":724,"width":148,"height":10}},{"id":"ebb06c5f-57ef-4b97-a3b6-970a238b438f","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":130,"box":{"x":88,"y":751,"width":847,"height":12}},{"id":"df580a52-8135-4365-a332-a53d0f885690","block_type":"box","text":"management and strategic initiatives is critical to the company’s ability to deliver on its low-carbon transition strategy.","page_number":130,"box":{"x":89,"y":766,"width":827,"height":12}},{"id":"8a54a56f-36ce-4e7e-9e8b-242fd6b1d85c","block_type":"box","text":"In assessing the role and effectiveness of the board in this regard, we seek to understand whether:","page_number":130,"box":{"x":89,"y":792,"width":685,"height":13}},{"id":"250d82e8-0fed-4e35-ae45-63e2e36124bc","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":130,"box":{"x":89,"y":812,"width":877,"height":13}},{"id":"b715f585-3e72-46a8-b829-c99b602e17e9","block_type":"box","text":"company’s business model. We consider the whole board to have responsibility for oversight of the company’s long","page_number":130,"box":{"x":121,"y":828,"width":813,"height":12}},{"id":"24c94a64-104f-4f4d-889b-3a406a3b6f92","block_type":"box","text":"term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":130,"box":{"x":121,"y":843,"width":622,"height":12}},{"id":"9684800a-fa62-41b1-bc40-06e98d8735fc","block_type":"box","text":"A-38","page_number":130,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"2552c223-717f-42c1-a31a-5276cb9e0bef","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":131,"box":{"x":89,"y":44,"width":779,"height":12}},{"id":"31b72e78-6bcb-472d-b1ca-c3daf5e4d80d","block_type":"box","text":"accountability for delivery by senior executives.","page_number":131,"box":{"x":121,"y":59,"width":329,"height":12}},{"id":"673bd405-1985-4976-a655-c0079d613535","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":131,"box":{"x":89,"y":79,"width":867,"height":13}},{"id":"0898bc19-dba4-4823-b163-32599789de2e","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the low-carbon transition strategy.","page_number":131,"box":{"x":122,"y":94,"width":805,"height":13}},{"id":"2aa01737-7760-451a-b317-a1a2e5dfb4c0","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":131,"box":{"x":89,"y":114,"width":828,"height":13}},{"id":"661f4085-f904-43e7-9d55-c4a5cb383e57","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":131,"box":{"x":121,"y":130,"width":454,"height":12}},{"id":"acdd6ad3-b5a2-4073-acbb-6cb521391165","block_type":"box","text":"• The company has set scope 1 & 2 GHG emissions reduction targets, science-based and independently verified where","page_number":131,"box":{"x":89,"y":150,"width":850,"height":12}},{"id":"c51d7584-7fdd-45f3-a3d8-42b9e10b5478","block_type":"box","text":"possible, against a baseline, that are consistent with the ambition to limit average temperature rise to no more than","page_number":131,"box":{"x":121,"y":165,"width":807,"height":12}},{"id":"3920a25c-6a9a-4ce5-9eee-4bd9a92a5da2","block_type":"box","text":"1.5°C above pre-industrial levels.","page_number":131,"box":{"x":123,"y":180,"width":226,"height":12}},{"id":"ec208010-a61f-42b3-b776-0d5df0974437","block_type":"box","text":"• There is a clear link between the company’s scope 1 & 2 GHG emissions reduction targets over time and its long-term","page_number":131,"box":{"x":89,"y":200,"width":856,"height":12}},{"id":"e5430a5a-8750-4c9f-a44e-9fb52425e5b6","block_type":"box","text":"low-carbon transition strategy.","page_number":131,"box":{"x":122,"y":215,"width":213,"height":13}},{"id":"a02ac723-c912-4d97-943e-7fa3b25a9352","block_type":"box","text":"• The company is monitoring its material scope 3 emissions and disclosing these where it is confident in the data. Given","page_number":131,"box":{"x":89,"y":235,"width":860,"height":13}},{"id":"41c07391-cd06-4416-adc8-2ebf88aefe57","block_type":"box","text":"forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":131,"box":{"x":121,"y":250,"width":783,"height":13}},{"id":"8d88ca94-2c0a-49da-98bc-789232c5fec1","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":131,"box":{"x":121,"y":266,"width":778,"height":12}},{"id":"75626166-6544-4de0-a38c-475a9bf077bd","block_type":"box","text":"constituents in their value chain.","page_number":131,"box":{"x":121,"y":281,"width":227,"height":9}},{"id":"badaa237-720b-45a3-9a1c-9bb52bdc8397","block_type":"box","text":"• The board oversees, and management has a formalized approach to, the company’s lobbying activities, including trade","page_number":131,"box":{"x":89,"y":301,"width":862,"height":12}},{"id":"e0709ae8-492a-4a38-8508-3a3c18b5f6fe","block_type":"box","text":"association memberships. Policy engagement should be consistent with a company’s stated strategic policy objectives,","page_number":131,"box":{"x":121,"y":316,"width":834,"height":12}},{"id":"99df0e3d-0118-4424-9a57-14c96f8a3d69","block_type":"box","text":"including those related to the low-carbon transition.","page_number":131,"box":{"x":122,"y":331,"width":364,"height":12}},{"id":"101e8c3d-6902-46ba-9217-1ab0484bc00b","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":131,"box":{"x":104,"y":358,"width":413,"height":12}},{"id":"2a346968-5f19-4fed-b04a-19b77a615392","block_type":"box","text":"In implementing these guidelines, BIS will generally support non-executive directors standing for election where, in BIS’","page_number":131,"box":{"x":89,"y":384,"width":833,"height":12}},{"id":"ddcc6e47-2a2e-406f-9003-bc682c156545","block_type":"box","text":"assessment based on company disclosures and engagement, a company is executing on its commitment to align with the","page_number":131,"box":{"x":89,"y":399,"width":854,"height":13}},{"id":"c07efc15-83fa-40a8-a68b-709a5f4fdf68","block_type":"box","text":"transition to a low-carbon economy, as defined above. Where BIS determines this is not the case, we may vote against the","page_number":131,"box":{"x":88,"y":414,"width":853,"height":13}},{"id":"fc5d53e0-a35e-41df-932e-c56b80b72a8a","block_type":"box","text":"election of one or more directors who have responsibility for the issue. The directors most likely to be in focus are the chair of","page_number":131,"box":{"x":89,"y":429,"width":878,"height":13}},{"id":"23445609-b684-4cab-9c6e-64721470658a","block_type":"box","text":"the board sub-committee with low-carbon transition, climate or sustainability risk oversight responsibilities, other members","page_number":131,"box":{"x":88,"y":445,"width":867,"height":12}},{"id":"fef96f13-ef77-44a5-a70f-3110984884af","block_type":"box","text":"of the relevant committee, the lead independent director or the non-executive chair of the board. In certain markets, we may","page_number":131,"box":{"x":89,"y":460,"width":872,"height":12}},{"id":"ecce4b7d-8b5b-4b6d-9209-9c5fa816ec39","block_type":"box","text":"withhold support for the discharge of the supervisory board or equivalent.","page_number":131,"box":{"x":88,"y":475,"width":518,"height":12}},{"id":"ceb5e59c-3d8f-4b55-9736-ded6a8aa64f3","block_type":"box","text":"Where we have not supported director elections over climate concerns in a prior year, and the company has not subsequently","page_number":131,"box":{"x":88,"y":501,"width":880,"height":13}},{"id":"6e08a64c-a81d-4661-84c8-17067d6a0417","block_type":"box","text":"made progress towards aligning with the transition to a low-carbon economy, we may escalate by voting against the re","page_number":131,"box":{"x":89,"y":516,"width":839,"height":13}},{"id":"81926ccd-3b7b-49f3-b559-3754f6ba4430","block_type":"box","text":"election of additional responsible directors to signal our heightened concerns.","page_number":131,"box":{"x":89,"y":531,"width":544,"height":13}},{"id":"3ccba9d7-f490-4bb7-91a6-a128dd1670ff","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":131,"box":{"x":105,"y":558,"width":521,"height":12}},{"id":"f23c3037-c455-43fe-bc30-f9304b24f303","block_type":"box","text":"In certain markets, company management may submit proposals asking shareholders to approve their climate action plans","page_number":131,"box":{"x":89,"y":584,"width":862,"height":13}},{"id":"889a89aa-25b9-457e-a49b-22a1917ae2b2","block_type":"box","text":"or progress reports, sometimes known as “Say on Climate.” BIS will generally support management’s climate strategy","page_number":131,"box":{"x":89,"y":599,"width":824,"height":13}},{"id":"943337e0-f435-40b7-9ffd-71224fd77e24","block_type":"box","text":"proposal if, in our assessment based on these guidelines, the strategy is aligned with the low-carbon transition. Similarly, we","page_number":131,"box":{"x":89,"y":615,"width":868,"height":12}},{"id":"47970843-8511-44b2-bc8b-c66b61fbae1e","block_type":"box","text":"will generally support management’s proposal on a progress report if the company has clearly explained its progress against,","page_number":131,"box":{"x":88,"y":630,"width":874,"height":12}},{"id":"ab6a0e62-edb3-4a65-bfbb-a5eb1138e5e4","block_type":"box","text":"and any deviations from or changes to, its stated transition plan and targets.","page_number":131,"box":{"x":89,"y":645,"width":533,"height":12}},{"id":"c7247cfd-b919-4cee-acab-7ec58a172720","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":131,"box":{"x":105,"y":671,"width":494,"height":13}},{"id":"4f9a77e9-ab03-4b44-9bda-87e40f203790","block_type":"box","text":"Shareholder proposals on a company’s approach to the low-carbon transition or climate risk will be considered on their","page_number":131,"box":{"x":88,"y":698,"width":836,"height":12}},{"id":"454f99fc-942c-457e-b61e-ae835dc3b1c3","block_type":"box","text":"merit. Our assessment will take into consideration the implications for, and the relevance to, the company’s stated low","page_number":131,"box":{"x":89,"y":713,"width":833,"height":12}},{"id":"9d256b0b-73d9-4f02-b1e1-24aaf487455d","block_type":"box","text":"carbon transition strategy and targets. We may support shareholder proposals that, for example, ask a company to:","page_number":131,"box":{"x":89,"y":728,"width":806,"height":12}},{"id":"015c04a0-678c-469e-ac28-37c53ce81c2c","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average temperature","page_number":131,"box":{"x":187,"y":748,"width":776,"height":12}},{"id":"f665e800-d82b-4279-8a76-73f0605576a9","block_type":"box","text":"rise to no more than 1.5°C above pre-industrial levels","page_number":131,"box":{"x":219,"y":763,"width":371,"height":13}},{"id":"a787e225-ce1d-45cd-bdcd-c31663626aa1","block_type":"box","text":"• Align their scope 1 and 2 GHG emissions reduction targets to, and/or discuss how their targets align with,","page_number":131,"box":{"x":187,"y":783,"width":775,"height":13}},{"id":"ebe2c2f9-e84e-49e5-b557-f797cd8002e2","block_type":"box","text":"a long-term goal of the company achieving net zero GHG emissions by 2050","page_number":131,"box":{"x":219,"y":799,"width":533,"height":12}},{"id":"d2d66be9-1cb7-498e-ba01-d0b72a1b9c3c","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most material to a company’s business model","page_number":131,"box":{"x":187,"y":819,"width":707,"height":12}},{"id":"ca641f48-f374-4d13-ba87-52f86651fb1a","block_type":"box","text":"• Improve disclosures on how a company’s climate-related lobbying (including trade association","page_number":131,"box":{"x":187,"y":839,"width":694,"height":12}},{"id":"0d3a04e9-8104-45cf-bbaa-9df63fe7d395","block_type":"box","text":"memberships and other indirect lobbying) is aligned with its strategic policy positions.","page_number":131,"box":{"x":219,"y":854,"width":603,"height":12}},{"id":"a499425b-0f5f-4e99-84a3-9a990ca8846b","block_type":"box","text":"A-39","page_number":131,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"8159c6af-6975-4df2-9e25-0a8c798709a0","block_type":"box","text":"We would not support shareholder proposals that seek to constrain board or management decision-making or direct specific","page_number":132,"box":{"x":88,"y":44,"width":876,"height":12}},{"id":"7a9a59c6-9b98-43d6-a353-b1b57be5baa0","block_type":"box","text":"business or strategic decisions. This includes proposals that seek to change a company’s articles of association or charter to","page_number":132,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"232fef92-648f-4945-9c09-a933d1e80bb5","block_type":"box","text":"require commitments or actions related to climate risk or the low-carbon transition.","page_number":132,"box":{"x":89,"y":74,"width":585,"height":12}},{"id":"5f3750e8-4009-4c14-852d-0d4028e05bd4","block_type":"box","text":"Related matters","page_number":132,"box":{"x":89,"y":101,"width":112,"height":9}},{"id":"11f7e340-375a-4f6a-81f4-891d423f6c34","block_type":"box","text":"There are other business items not covered above that may be put to a shareholder vote that could address matters relevant","page_number":132,"box":{"x":88,"y":127,"width":870,"height":12}},{"id":"bfec1bef-e573-4740-9029-5833386feed4","block_type":"box","text":"to the transition to a low-carbon economy. Under these guidelines, BIS is most likely to engage, where appropriate, if we seek","page_number":132,"box":{"x":88,"y":142,"width":877,"height":12}},{"id":"02c4b26a-e26d-431c-b472-cdfb4de36afc","block_type":"box","text":"to enhance our understanding of a company’s approach. Generally, our voting on these matters would be covered by BIS’","page_number":132,"box":{"x":88,"y":157,"width":848,"height":13}},{"id":"f645511a-0356-4b1f-9ae5-b4cba29a1789","block_type":"box","text":"benchmark guidelines.","page_number":132,"box":{"x":89,"y":172,"width":157,"height":13}},{"id":"798f14a2-27d1-448b-b16e-592780bc941f","block_type":"box","text":"Executive compensation","page_number":132,"box":{"x":106,"y":199,"width":173,"height":12}},{"id":"35412e7c-92da-4baf-ac31-1bd7903c3763","block_type":"box","text":"We look to company boards to put in place a compensation structure that incentivizes and rewards executives appropriately.","page_number":132,"box":{"x":88,"y":225,"width":871,"height":13}},{"id":"1fae8b34-c6fa-4bbd-a939-cf6678ee3db8","block_type":"box","text":"Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions reduction targets or low","page_number":132,"box":{"x":88,"y":240,"width":878,"height":13}},{"id":"9d434190-1dea-4949-9020-d7263ef909f9","block_type":"box","text":"carbon transition-related metrics in their incentive plans. In such cases, BIS would engage to understand the alignment","page_number":132,"box":{"x":89,"y":256,"width":834,"height":12}},{"id":"0f9beec0-321c-4e57-ac8c-0f9b7c5c07d6","block_type":"box","text":"between those metrics and the company’s stated climate strategy.","page_number":132,"box":{"x":89,"y":271,"width":463,"height":12}},{"id":"b18b67ea-05b5-42a0-ad74-9e31e5568788","block_type":"box","text":"Auditors and audit-related issues","page_number":132,"box":{"x":104,"y":297,"width":240,"height":10}},{"id":"8fa535ff-67c5-4516-b687-86742e007b5f","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, BIS is interested to","page_number":132,"box":{"x":89,"y":324,"width":809,"height":12}},{"id":"c9d4c0f7-1407-4cc4-93bf-49ff7ca1bbdc","block_type":"box","text":"understand whether the company considers and, if relevant, quantifies, and accounts for material climate-related risks in its","page_number":132,"box":{"x":89,"y":339,"width":866,"height":12}},{"id":"5b5c8dbb-438a-48e0-aef8-0bee0109ffeb","block_type":"box","text":"financial statements, including if the company explains such risks within the context of its audit report. We note that work is","page_number":132,"box":{"x":88,"y":354,"width":870,"height":12}},{"id":"34615905-234c-4070-9055-084221a3393a","block_type":"box","text":"being undertaken to develop audit and assurance standards in relation to climate and transition reporting, which may impact","page_number":132,"box":{"x":89,"y":369,"width":876,"height":12}},{"id":"f883413c-425a-4dac-a263-7083724c14f2","block_type":"box","text":"the future reporting requirements of companies. We note that assurance of corporate disclosures related to climate risk and","page_number":132,"box":{"x":88,"y":384,"width":867,"height":12}},{"id":"4dd59897-632d-46ea-a75c-ced7815fae53","block_type":"box","text":"the transition to a low-carbon economy is still nascent.","page_number":132,"box":{"x":88,"y":399,"width":384,"height":13}},{"id":"3dffca1b-54cf-41e7-8e10-01f44c3b17f8","block_type":"box","text":"Mergers, acquisitions, asset sales, and other special situations","page_number":132,"box":{"x":105,"y":426,"width":448,"height":12}},{"id":"3dd9ddcb-f014-41fa-afea-63cb8c39f42c","block_type":"box","text":"Special situations will be considered on their financial merits, but BIS may engage on climate-related factors under these","page_number":132,"box":{"x":88,"y":452,"width":844,"height":12}},{"id":"a6f0e585-a108-4a32-8d10-727f1af9c5f3","block_type":"box","text":"guidelines where a transaction may significantly alter a company’s climate strategy or a shareholder activist has proposed","page_number":132,"box":{"x":89,"y":467,"width":852,"height":13}},{"id":"dbb06e62-ba3d-4205-939b-f25fa1fd6492","block_type":"box","text":"governance, strategic or operational changes that may impact its climate strategy. BIS does not promote changes in","page_number":132,"box":{"x":89,"y":482,"width":810,"height":13}},{"id":"6087015a-d20b-46c6-bae9-394302ac9cbd","block_type":"box","text":"corporate control, nor does it invoke formal governance mechanisms that rise to the level of shareholder activism.","page_number":132,"box":{"x":89,"y":497,"width":797,"height":13}},{"id":"788d1aca-b29f-46b9-9e7d-afa9f298278e","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":132,"box":{"x":105,"y":524,"width":499,"height":12}},{"id":"6b269615-d118-4c4b-afe9-69dc0057ea2a","block_type":"box","text":"Climate risk and the transition to a low-carbon economy are interconnected with a number of other sustainability-related","page_number":132,"box":{"x":89,"y":550,"width":849,"height":13}},{"id":"3ca871c3-8738-4170-8280-84cfac4f72f1","block_type":"box","text":"risks and opportunities that may be relevant to a company’s business model and long-term performance. These include a","page_number":132,"box":{"x":89,"y":565,"width":850,"height":13}},{"id":"5b57d5c0-cd5a-4ca2-a173-7453b93da247","block_type":"box","text":"company’s impacts or dependencies on natural capital and key stakeholders. In the context of these guidelines, we may","page_number":132,"box":{"x":89,"y":581,"width":838,"height":12}},{"id":"45385f59-0f51-446c-9922-f9fe40e1a35c","block_type":"box","text":"engage companies to better understand how they are managing the impact on people (e.g., employees, suppliers, customers","page_number":132,"box":{"x":89,"y":596,"width":875,"height":12}},{"id":"ea55a8b7-19fe-4d10-be4e-a721635a4595","block_type":"box","text":"and communities) of any strategic or operational changes they are making in relation to their transition to a low-carbon","page_number":132,"box":{"x":89,"y":611,"width":838,"height":12}},{"id":"6acedac6-bd64-4837-a1d7-ba0ae75202ca","block_type":"box","text":"economy. Similarly, we may engage companies that face risks and opportunities related to land use and deforestation, access","page_number":132,"box":{"x":89,"y":626,"width":876,"height":12}},{"id":"ea76d7a1-bd2c-42df-ba49-d0effd22c1d4","block_type":"box","text":"to fresh water, or the ability to secure scarce resources critical to the transition to a low-carbon economy.","page_number":132,"box":{"x":88,"y":641,"width":735,"height":12}},{"id":"a4fc029d-dfee-4c78-8561-0d3c2c8b80bc","block_type":"box","text":"Appendix 1","page_number":132,"box":{"x":88,"y":668,"width":80,"height":12}},{"id":"0e4cefca-ca82-424b-b2c0-9d5d3cc16ecd","block_type":"box","text":"Terminology","page_number":132,"box":{"x":104,"y":694,"width":92,"height":12}},{"id":"8b57b53d-df88-4f50-ae74-558b2d0f08bd","block_type":"box","text":"We understand the key concepts referred to within these guidelines as follows:","page_number":132,"box":{"x":88,"y":720,"width":550,"height":13}},{"id":"659c6b08-c73f-422c-a219-0dd905b85eda","block_type":"box","text":"Climate risk:","page_number":132,"box":{"x":89,"y":747,"width":88,"height":10}},{"id":"e8398929-94d4-4235-a3eb-a80d7a8b6118","block_type":"box","text":"Includes physical risk, the increased risk to companies’ assets and activities caused by the direct impact of","page_number":132,"box":{"x":183,"y":747,"width":743,"height":12}},{"id":"5d1e3ce0-8af8-42f1-8b49-0ebd3468b13d","block_type":"box","text":"changing weather patterns and natural catastrophes, and transition risk, the impact of the transition to a low-carbon","page_number":132,"box":{"x":89,"y":762,"width":816,"height":12}},{"id":"34aa416c-f443-418b-b510-5ba55acc3170","block_type":"box","text":"economy on a company’s long-term profitability.","page_number":132,"box":{"x":89,"y":777,"width":340,"height":12}},{"id":"eea1b70a-6cf8-426f-8f3b-f76241068f4f","block_type":"box","text":"Transition to a low-carbon economy (“low-carbon transition”):","page_number":132,"box":{"x":88,"y":804,"width":455,"height":12}},{"id":"e0bbe265-90b3-4e01-bf24-6ced116af49e","block_type":"box","text":"The global economic shift toward lower emissions across","page_number":132,"box":{"x":547,"y":804,"width":401,"height":12}},{"id":"8bcc562c-213c-4837-a84d-9bd6020b3d12","block_type":"box","text":"many sectors and business models. The economic transformation is being driven by changes in government policy,","page_number":132,"box":{"x":89,"y":819,"width":806,"height":12}},{"id":"dc571e10-a472-481e-b631-93d2c0936c74","block_type":"box","text":"technology, and consumer and investor preferences, as well as the physical effects of climate change (e.g., extreme weather),","page_number":132,"box":{"x":88,"y":834,"width":877,"height":12}},{"id":"c0880185-153d-48aa-9fd5-dd76f3273a33","block_type":"box","text":"and can potentially have a material impact on clients’ investments and portfolios.","page_number":132,"box":{"x":89,"y":849,"width":567,"height":12}},{"id":"74b2180b-8451-413f-ab71-05577065983f","block_type":"box","text":"A-40","page_number":132,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"a989accf-3eb6-4c03-8878-871776def25b","block_type":"box","text":"Decarbonization:","page_number":133,"box":{"x":89,"y":44,"width":121,"height":10}},{"id":"8d6936ce-321c-424d-8522-2ececa9da63f","block_type":"box","text":"the process of reducing or eliminating emissions of carbon dioxide (CO2) from human activity and","page_number":133,"box":{"x":215,"y":44,"width":691,"height":12}},{"id":"711d59a4-977b-4082-8738-940a32348b24","block_type":"box","text":"removing carbon currently in the atmosphere. This can be carried out by countries, companies and even individual","page_number":133,"box":{"x":89,"y":59,"width":801,"height":12}},{"id":"1ce7aef3-4606-4c80-bfa0-49873d9ab601","block_type":"box","text":"consumers. Sometimes the concept is understood to include the reduction and elimination of other GHG, e.g., methane.","page_number":133,"box":{"x":89,"y":74,"width":842,"height":12}},{"id":"0ca7af16-4f65-4a5e-a1c5-8029c8720692","block_type":"box","text":"Climate-related risks and opportunities:","page_number":133,"box":{"x":89,"y":101,"width":286,"height":12}},{"id":"b9ef8743-3f57-45b5-8ef3-2dea9f8e75b6","block_type":"box","text":"The investment opportunities and risks associated with the transition to a low","page_number":133,"box":{"x":380,"y":101,"width":551,"height":12}},{"id":"ad3dda60-6419-4772-a602-7228ab808f5c","block_type":"box","text":"carbon economy, including transition risks and opportunities and physical risks and opportunities in adapting to physical","page_number":133,"box":{"x":89,"y":116,"width":844,"height":12}},{"id":"0c747a7d-49f7-49da-8a2b-64778cad0303","block_type":"box","text":"climate change.","page_number":133,"box":{"x":89,"y":131,"width":109,"height":12}},{"id":"93011802-93e4-4fab-86c7-65fa073b1092","block_type":"box","text":"Climate-related transition plan: “","page_number":133,"box":{"x":89,"y":157,"width":235,"height":13}},{"id":"6e340871-113b-4308-bebe-731079d3d2b2","block_type":"box","text":"An aspect of an entity’s overall strategy that lays out the entity’s targets, actions or","page_number":133,"box":{"x":325,"y":157,"width":580,"height":13}},{"id":"4df71b16-f421-4b56-85f9-b563b2900ddc","block_type":"box","text":"resources for its transition towards a lower-carbon economy, including actions such as reducing its greenhouse gas","page_number":133,"box":{"x":89,"y":172,"width":808,"height":13}},{"id":"3e1ff443-a470-4a11-887c-22c9720acdf7","block_type":"box","text":"emissions.”","page_number":133,"box":{"x":89,"y":188,"width":79,"height":9}},{"id":"f1cbab8a-632d-4cf6-89db-c33fc62c5145","block_type":"box","text":"Science-based GHG emissions reduction targets:","page_number":133,"box":{"x":88,"y":214,"width":352,"height":12}},{"id":"e05da88a-0263-4e8c-b20b-9430f0d0e2e7","block_type":"box","text":"Targets that “","page_number":133,"box":{"x":445,"y":214,"width":94,"height":12}},{"id":"f771ad95-fc89-438d-bcf0-9ca5a63a63b1","block_type":"box","text":"are in line with what the latest climate science deems","page_number":133,"box":{"x":549,"y":214,"width":373,"height":10}},{"id":"e3f00f9d-2f1a-49d8-b4d9-db33550b143c","block_type":"box","text":"necessary to meet the goals of the Paris Agreement – limiting global warming to 1.5°C above pre-industrial levels. Science","page_number":133,"box":{"x":89,"y":229,"width":859,"height":12}},{"id":"08e2ccc5-15b6-417e-b874-e715f378eaad","block_type":"box","text":"based targets give companies a clearly defined path to reduce greenhouse gas emissions in line with limiting global warming","page_number":133,"box":{"x":89,"y":244,"width":872,"height":13}},{"id":"4ab66666-94d0-4426-b2a8-822022ebdf20","block_type":"box","text":"to 1.5°C. They define how much and how quickly a business must reduce its emissions to be in line with the Paris Agreement","page_number":133,"box":{"x":88,"y":259,"width":878,"height":13}},{"id":"a3edd5de-4390-4e5e-b1ef-2800d20036fb","block_type":"box","text":"goals.”","page_number":133,"box":{"x":89,"y":274,"width":46,"height":13}},{"id":"8e133ec1-6c38-445e-ba7e-26df13796ff2","block_type":"box","text":"Appendix 2","page_number":133,"box":{"x":88,"y":301,"width":82,"height":12}},{"id":"7b7c7892-0f9e-4aa1-9bb1-7e399d5ba27a","block_type":"box","text":"Comparison of key differences between how the BIS benchmark considers climate-related risks, where appropriate, and","page_number":133,"box":{"x":89,"y":327,"width":866,"height":13}},{"id":"5b872388-b01a-47fa-8ef5-49f350e6b007","block_type":"box","text":"the decarbonization guidelines","page_number":133,"box":{"x":88,"y":342,"width":222,"height":13}},{"id":"ff9e0923-6b81-460d-83c1-389b9e65dc0f","block_type":"box","text":"BIS Benchmark Policy 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