{"annotation_id":"adf1f18b-39af-46a7-82ab-c5e3842c4807","file_hash":"681ccdcb544599167c46771e4a1ace3b87dcec810e20dde458b1ead2b14ccbba","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"4a53ff59-a693-44f8-8e59-fd0acf6412da","block_type":"box","text":"iShares, Inc. and iShares Trust","page_number":1,"box":{"x":386,"y":69,"width":231,"height":12}},{"id":"e17759ee-4464-4521-8db7-b2a8a6800893","block_type":"box","text":"Supplement dated October 15, 2026","page_number":1,"box":{"x":367,"y":92,"width":269,"height":13}},{"id":"3e54ea7d-099b-431c-abe7-11c21e42e257","block_type":"box","text":"to the currently effective Prospectus and Statement of Additional Information","page_number":1,"box":{"x":218,"y":108,"width":567,"height":13}},{"id":"bf2498bb-2ab1-4cd2-b855-cfdf95d81f24","block_type":"box","text":"(the “SAI”) for the Funds listed in Appendix A (each, a “Fund”)","page_number":1,"box":{"x":274,"y":123,"width":456,"height":13}},{"id":"e8bb626b-b797-4eaa-9ecc-247f46e8347d","block_type":"box","text":"Effective October 14, 2026, each Fund was added as a borrower to the syndicated line of credit for which","page_number":1,"box":{"x":117,"y":147,"width":764,"height":12}},{"id":"2d1fdf90-36bc-4420-9cfe-abce228c5871","block_type":"box","text":"the Bank of New York Mellon serves as administrative agent for itself and the other banks.","page_number":1,"box":{"x":116,"y":162,"width":656,"height":13}},{"id":"423dde48-9a5d-4a44-8910-007e0510dbbb","block_type":"box","text":"Effective immediately, the following changes are made:","page_number":1,"box":{"x":117,"y":185,"width":404,"height":13}},{"id":"64a4c55d-40a2-4d24-8e57-147b22502b58","block_type":"box","text":"1) Each Fund is added to the “Borrowing” section of its Prospectus, and ”Borrowing Risk” is marked as","page_number":1,"box":{"x":118,"y":209,"width":759,"height":12}},{"id":"add84cb8-1347-48da-889b-a92933780bee","block_type":"box","text":"an “Other Risk” for each Fund in the chart included in the “Additional Information About the Funds’","page_number":1,"box":{"x":150,"y":224,"width":726,"height":10}},{"id":"b8f847a1-6e6a-42c5-8d36-94b12ee1bc37","block_type":"box","text":"Risks” section of its Prospectus.","page_number":1,"box":{"x":151,"y":240,"width":233,"height":12}},{"id":"2b68f256-5913-44fd-ac2f-69b11b69eb81","block_type":"box","text":"2) As applicable, the following language is either added to the “Borrowing” section of each Fund’s SAI","page_number":1,"box":{"x":117,"y":263,"width":755,"height":13}},{"id":"2a4fad92-baba-4a42-bd4e-3fb25e578e3e","block_type":"box","text":"or updated to include a reference to the particular Fund:","page_number":1,"box":{"x":150,"y":278,"width":411,"height":13}},{"id":"7560394a-55cb-45a9-ac7e-79cd5802d5e9","block_type":"box","text":"The Fund may borrow for temporary or emergency purposes, including to meet payments due from","page_number":1,"box":{"x":149,"y":302,"width":730,"height":12}},{"id":"d5d17968-b241-4871-af4f-c7dc05771aaa","block_type":"box","text":"redemptions or to facilitate the settlement of securities or other transactions. The Fund, along with","page_number":1,"box":{"x":151,"y":317,"width":719,"height":13}},{"id":"b90c80fd-29a1-4295-94bd-544353217cbc","block_type":"box","text":"certain other iShares funds, has entered into a syndicated line of credit with the Bank of New York","page_number":1,"box":{"x":150,"y":333,"width":713,"height":12}},{"id":"4e305294-8557-4a65-b0d1-a9ad0803cb35","block_type":"box","text":"Mellon (“BNY”), which serves as administrative agent for itself and the other banks. The syndicated","page_number":1,"box":{"x":150,"y":348,"width":723,"height":13}},{"id":"fa65ccd3-4cf3-48ee-8235-9bf0884b99ac","block_type":"box","text":"line of credit may be used for temporary or emergency purposes, including redemption, settlement","page_number":1,"box":{"x":151,"y":364,"width":720,"height":12}},{"id":"3b5e0668-a1f2-4110-b0e5-2ceda241c04a","block_type":"box","text":"of trades and rebalancing of portfolio holdings.","page_number":1,"box":{"x":150,"y":379,"width":345,"height":13}},{"id":"6703c817-b42f-4bc9-b108-2f7baa00b94c","block_type":"box","text":"Interest rates related to the syndicated line of credit are based on the Secured Overnight Financing","page_number":1,"box":{"x":151,"y":402,"width":717,"height":13}},{"id":"935be6c9-6615-4786-baf1-4327b9ae67c2","block_type":"box","text":"Rate (“SOFR”) published by the Federal Reserve Bank of New York plus a spread. Pursuant to the","page_number":1,"box":{"x":151,"y":418,"width":704,"height":13}},{"id":"a52d1719-d32e-4f64-b8a2-2c2bb34dfe33","block_type":"box","text":"terms of the credit agreement, if SOFR were to cease being published or representative, it would be","page_number":1,"box":{"x":149,"y":433,"width":723,"height":13}},{"id":"9a13fbb1-a243-4f35-b78c-26c02ac142ae","block_type":"box","text":"replaced by a rate based on an alternate benchmark selected by BNY.","page_number":1,"box":{"x":151,"y":449,"width":504,"height":13}},{"id":"370902b9-bd43-4c68-9db7-514db6ca160e","block_type":"box","text":"Appendix A","page_number":1,"box":{"x":456,"y":472,"width":92,"height":13}},{"id":"256e3801-c11f-43b7-8f02-9bf0defb66ab","block_type":"box","text":"iShares Blockchain and Tech ETF","page_number":1,"box":{"x":117,"y":495,"width":242,"height":10}},{"id":"4065497e-986b-4027-8a83-7c261e7bd090","block_type":"box","text":"iShares China Large-Cap ETF","page_number":1,"box":{"x":117,"y":511,"width":213,"height":13}},{"id":"27ac0195-aade-47ea-847c-c99dce8b36e7","block_type":"box","text":"iShares Core MSCI Pacific ETF","page_number":1,"box":{"x":117,"y":526,"width":220,"height":10}},{"id":"77ea1abf-cae6-40fc-9ca8-0d0b0870289a","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S. ETF","page_number":1,"box":{"x":117,"y":542,"width":359,"height":13}},{"id":"39b408d1-105f-4ed4-990e-2b393a91d086","block_type":"box","text":"iShares Global Healthcare ETF","page_number":1,"box":{"x":117,"y":557,"width":221,"height":10}},{"id":"a3ce1d20-d708-48b4-a08e-d85f8018ad49","block_type":"box","text":"iShares International Developed Real Estate ETF","page_number":1,"box":{"x":511,"y":495,"width":349,"height":13}},{"id":"bf9906ec-709c-47ec-b0dd-1f6f31ca5823","block_type":"box","text":"iShares MSCI Global Gold Miners 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2026","page_number":5,"box":{"x":352,"y":85,"width":300,"height":12}},{"id":"1de7aac4-00a6-487d-9e94-65de97edea96","block_type":"box","text":"to the currently effective Statement of Additional Information (the “SAI”) for each series of","page_number":5,"box":{"x":153,"y":100,"width":696,"height":13}},{"id":"77dda908-30fa-42f6-bd8f-537492848b45","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust (each, a “Fund”)","page_number":5,"box":{"x":234,"y":116,"width":536,"height":12}},{"id":"99e959aa-c9f0-4c99-8424-702d8f841834","block_type":"box","text":"Effectively immediately, the fifth paragraph of the “Payments by BFA and its Affiliates” subsection of","page_number":5,"box":{"x":117,"y":139,"width":767,"height":13}},{"id":"252ff02d-f07e-483d-bdbd-882fc9c82181","block_type":"box","text":"the section entitled “Investment Advisory, Administrative and Distribution Services” of the SAI for","page_number":5,"box":{"x":116,"y":154,"width":748,"height":13}},{"id":"4b358197-bc28-4564-bd86-3ee725b12675","block_type":"box","text":"each series is deleted in its entirety and replaced with the following:","page_number":5,"box":{"x":116,"y":170,"width":519,"height":13}},{"id":"eab96701-4c25-49b9-9fc5-7e323b7a8820","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and","page_number":5,"box":{"x":117,"y":193,"width":719,"height":13}},{"id":"a50c5881-314f-4d8f-ba6c-b8abbc5c7b30","block_type":"box","text":"certain other third parties that the BFA Entities believe may benefit the business of the BFA Entities or","page_number":5,"box":{"x":116,"y":209,"width":737,"height":12}},{"id":"2adff4ae-1e98-4935-82f1-87d553b57cc2","block_type":"box","text":"facilitate investment in the Fund or certain Products. Such agreements can include payments by BFA","page_number":5,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"f6094ceb-d7d0-48a8-9694-14c0658e868e","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":5,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"54712523-37aa-4411-ba45-fe6558ec5756","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":5,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"a134e013-b271-4da5-a632-0e9103abb511","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":5,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"bd3e8500-3644-4fa8-b809-6398c05dc21d","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":5,"box":{"x":116,"y":286,"width":754,"height":13}},{"id":"529d3f5b-3f96-458c-b852-3c30f87830b5","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":5,"box":{"x":116,"y":302,"width":708,"height":12}},{"id":"4b7cbe4f-5ad2-4f40-82d3-2180dfdebcfc","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":5,"box":{"x":117,"y":317,"width":763,"height":13}},{"id":"1ec9562d-4b75-49f4-b9d5-278cfe3c36fa","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":5,"box":{"x":116,"y":333,"width":739,"height":12}},{"id":"572a6cb6-c9bf-4dc3-b1da-a3121fe02057","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":5,"box":{"x":116,"y":348,"width":753,"height":13}},{"id":"f9d4ecbc-8b3f-4066-b221-c966046ae555","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":5,"box":{"x":116,"y":364,"width":716,"height":12}},{"id":"1c7c70ab-125d-4ef9-bbf9-7f703780df22","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":5,"box":{"x":116,"y":379,"width":747,"height":13}},{"id":"c2dc3967-4046-43fb-8e60-fde0e2f5d282","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":5,"box":{"x":117,"y":395,"width":738,"height":12}},{"id":"09ce0c96-56ad-48ca-a728-fe2bb8b78919","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":5,"box":{"x":116,"y":410,"width":769,"height":13}},{"id":"917f0849-ecbd-47bf-a026-6e5918dd56d9","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":5,"box":{"x":117,"y":426,"width":677,"height":12}},{"id":"a63b8ef2-00da-4bfb-8dec-7db209e23ba4","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. As of the date of this SAI, the","page_number":5,"box":{"x":117,"y":441,"width":764,"height":13}},{"id":"b36e2e5f-8305-498d-a5f3-7210e60931d3","block_type":"box","text":"Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the","page_number":5,"box":{"x":117,"y":457,"width":740,"height":12}},{"id":"03f2edd4-ecd5-4a2e-85a0-f13c3a83ceaf","block_type":"box","text":"contractual payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit","page_number":5,"box":{"x":116,"y":472,"width":743,"height":13}},{"id":"905dba34-445b-4597-a1e3-63d18bf45d15","block_type":"box","text":"Exchange, AE Wealth Management, LLC, American Enterprise Investment Services, Inc., Avantax","page_number":5,"box":{"x":117,"y":488,"width":702,"height":12}},{"id":"8f047236-34cf-459f-85b2-8ff584e6c76b","block_type":"box","text":"Investment Services, Inc., BNY Mellon Capital Markets, LLC, BNY Mellon Performance & Risk Analytics,","page_number":5,"box":{"x":117,"y":503,"width":744,"height":13}},{"id":"cf3e224c-d2eb-4081-9e8e-3c8ddf2ff8fc","block_type":"box","text":"LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc., Clearstream Fund Centre AG,","page_number":5,"box":{"x":117,"y":519,"width":660,"height":12}},{"id":"0037c437-a1cd-4be1-9c2d-3d82d9e11e1a","block_type":"box","text":"Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial Partners LLC,","page_number":5,"box":{"x":116,"y":534,"width":769,"height":13}},{"id":"0a813994-03ad-4e67-bffd-a065ccec8f15","block_type":"box","text":"E*Trade Securities LLC, Envestnet Asset Management, Inc., Equitable Advisors, LLC, iCapital Markets LLC,","page_number":5,"box":{"x":117,"y":550,"width":767,"height":12}},{"id":"bcccad39-5054-4ef7-bdda-36dd766c5c02","block_type":"box","text":"Interactive Brokers LLC, LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML","page_number":5,"box":{"x":117,"y":565,"width":726,"height":13}},{"id":"dffec352-2f55-4d50-98f5-2f38fb51a153","block_type":"box","text":"Investors Services, LLC, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services,","page_number":5,"box":{"x":117,"y":581,"width":742,"height":12}},{"id":"ded2f263-2fa3-416c-8533-162a69851dc3","block_type":"box","text":"LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial Services, Inc., Riskalyze, Inc.,","page_number":5,"box":{"x":117,"y":596,"width":760,"height":13}},{"id":"d6a5aa4a-be1b-452f-bf37-f69c36bb0070","block_type":"box","text":"Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing","page_number":5,"box":{"x":117,"y":612,"width":763,"height":12}},{"id":"9278292d-7980-443f-821a-b4d8509d1589","block_type":"box","text":"Services, LLC and Wells Fargo Advisors Financial Network, LLC. 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Shares may be issued in","page_number":8,"box":{"x":89,"y":407,"width":832,"height":12}},{"id":"ed5ac477-394d-422b-baaa-476c3f3e9c23","block_type":"box","text":"advance of receipt of Deposit Securities, subject to various conditions, including a requirement that the Authorized","page_number":8,"box":{"x":89,"y":422,"width":802,"height":12}},{"id":"490f2fb0-0952-4f91-8120-c96e7ad36d65","block_type":"box","text":"Participant maintain collateral with the Trust as set forth in the handbook for Authorized Participants. The Trust may use","page_number":8,"box":{"x":89,"y":437,"width":842,"height":12}},{"id":"d3a81f64-91e4-47e2-a6dd-3d661727376f","block_type":"box","text":"such collateral at any time to purchase Deposit Securities. See the","page_number":8,"box":{"x":89,"y":452,"width":459,"height":12}},{"id":"2b3b4f53-c6ec-4b11-8d76-3afad74607ce","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":8,"box":{"x":554,"y":452,"width":300,"height":12}},{"id":"06f3736c-4698-4fee-8dc6-0e1301dd56af","block_type":"box","text":"section of this","page_number":8,"box":{"x":859,"y":452,"width":97,"height":10}},{"id":"095efc74-9e4a-4ce2-8804-5c3956463ab0","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":8,"box":{"x":88,"y":467,"width":851,"height":13}},{"id":"73ae85b6-24e2-4673-bd1f-f6db6d1e3f10","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":8,"box":{"x":88,"y":482,"width":836,"height":13}},{"id":"7ca2c6f4-6dd3-46d5-acef-73fbb7cbe197","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":8,"box":{"x":89,"y":497,"width":873,"height":13}},{"id":"10c15cdd-1ea3-428c-9014-6d4ad2d70324","block_type":"box","text":"regulations applicable to management investment companies offering redeemable securities.","page_number":8,"box":{"x":89,"y":513,"width":652,"height":12}},{"id":"40e32037-c10b-40ad-997b-1769e8952fbf","block_type":"box","text":"Exchange Listing and Trading","page_number":8,"box":{"x":91,"y":543,"width":491,"height":30}},{"id":"bee3cbc2-c373-489c-9ca7-fe818e095385","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":8,"box":{"x":88,"y":584,"width":813,"height":13}},{"id":"f10c4fe5-6797-452e-95d9-e2ce05383b01","block_type":"box","text":"Shareholder Information","page_number":8,"box":{"x":88,"y":599,"width":170,"height":12}},{"id":"6bf423bc-7de1-46ba-b4fc-69f2db8542eb","block_type":"box","text":"section of each Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":8,"box":{"x":264,"y":599,"width":651,"height":13}},{"id":"e6a11c87-b1a3-4930-816a-39a2dfd7d108","block_type":"box","text":"conjunction with, that section of the applicable Prospectus.","page_number":8,"box":{"x":89,"y":615,"width":415,"height":12}},{"id":"a212dbe3-9616-4163-97ee-ee7e8a70275c","block_type":"box","text":"Shares of each Fund are listed for trading, and trade throughout the day, on the applicable Listing Exchange and in other","page_number":8,"box":{"x":88,"y":641,"width":843,"height":12}},{"id":"e874ac52-f6ef-4f78-b19f-82326f65e281","block_type":"box","text":"secondary markets. Shares of certain Funds may also be listed on certain non-U.S. exchanges. There can be no assurance","page_number":8,"box":{"x":89,"y":656,"width":850,"height":13}},{"id":"56911ce4-01f3-409b-8cce-cda668e1e380","block_type":"box","text":"that the requirements of the Listing Exchange necessary to maintain the listing of shares of any Fund will continue to be met.","page_number":8,"box":{"x":88,"y":671,"width":876,"height":13}},{"id":"d1fc669b-93cc-4c47-868f-fb5f4b7aaf2d","block_type":"box","text":"The Listing Exchange may, but is not required to, remove the shares of a Fund from listing if, among other things: (i)","page_number":8,"box":{"x":88,"y":686,"width":811,"height":13}},{"id":"31b3e054-dfee-421a-aab7-5f398e0c8865","block_type":"box","text":"following the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50","page_number":8,"box":{"x":88,"y":702,"width":871,"height":12}},{"id":"43e8f52d-a846-4a34-a682-f2694d43014e","block_type":"box","text":"record and/or beneficial owners of shares of a Fund; (ii) a Fund is no longer eligible to operate in reliance on Rule 6c-11","page_number":8,"box":{"x":89,"y":717,"width":831,"height":12}},{"id":"1a867ead-31b6-4f8e-8dd6-4efc8d237c17","block_type":"box","text":"under the Investment Company Act; (iii) any of the other listing requirements are not continuously maintained; or (iv) any","page_number":8,"box":{"x":89,"y":732,"width":852,"height":12}},{"id":"57aa9404-4c61-4d4d-bb1f-c6f0294bdd85","block_type":"box","text":"event shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing","page_number":8,"box":{"x":89,"y":747,"width":853,"height":12}},{"id":"0c959f5a-a5a1-49b8-a3cd-17722efec483","block_type":"box","text":"Exchange inadvisable. The Listing Exchange will also remove shares of a Fund from listing and trading upon termination of","page_number":8,"box":{"x":89,"y":762,"width":860,"height":12}},{"id":"c639f307-875c-48f7-9296-031286ed2cc9","block_type":"box","text":"such Fund.","page_number":8,"box":{"x":89,"y":777,"width":75,"height":10}},{"id":"0d408f08-4a84-4e25-a373-488f22fc3251","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":8,"box":{"x":88,"y":804,"width":852,"height":12}},{"id":"cb384b7a-fb60-4f0c-9c1a-9939f42e4d22","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":8,"box":{"x":89,"y":819,"width":524,"height":12}},{"id":"d6e75c9f-f854-413b-b16b-a51648e6b91e","block_type":"box","text":"1","page_number":8,"box":{"x":526,"y":894,"width":3,"height":9}},{"id":"f8475030-18c6-4bf2-9d3b-29218d502c78","block_type":"box","text":"The Trust reserves the right to adjust the share price of a Fund in the future to maintain convenient trading ranges for","page_number":9,"box":{"x":88,"y":44,"width":823,"height":12}},{"id":"dd555796-fa40-44ac-bb92-ef068a7c8d98","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":9,"box":{"x":89,"y":59,"width":859,"height":12}},{"id":"e3518044-81db-4659-aae0-08c411206eee","block_type":"box","text":"on the net assets of a Fund or an investor’s equity interest in a Fund.","page_number":9,"box":{"x":89,"y":74,"width":477,"height":12}},{"id":"e2dd7349-0d91-460e-af91-67dad1ea0c1b","block_type":"box","text":"Investment Strategies and Risks","page_number":9,"box":{"x":91,"y":105,"width":531,"height":29}},{"id":"45e101a1-766f-4f50-ad45-63e1ebd1e6cc","block_type":"box","text":"Each Fund seeks to achieve its objective by investing primarily in securities issued by issuers that compose its relevant","page_number":9,"box":{"x":89,"y":146,"width":824,"height":12}},{"id":"16af23a6-529c-427d-ba52-79930793190f","block_type":"box","text":"Underlying Index and in investments that provide substantially similar exposure to securities in the Underlying Index. Each","page_number":9,"box":{"x":89,"y":161,"width":853,"height":12}},{"id":"1de8ca2b-c20b-4fc9-ba8e-1dadcebdf727","block_type":"box","text":"Fund operates as an index fund. Adverse performance of a security in a Fund’s portfolio will ordinarily not result in the","page_number":9,"box":{"x":89,"y":176,"width":826,"height":13}},{"id":"3c619d69-d966-4773-a46a-8f040e5406c1","block_type":"box","text":"elimination of the security from the Fund’s portfolio.","page_number":9,"box":{"x":89,"y":191,"width":365,"height":13}},{"id":"da26e6eb-037c-4521-9284-fdb567379937","block_type":"box","text":"Each Fund engages in representative sampling, which is investing in a sample of securities selected by BFA to have a","page_number":9,"box":{"x":89,"y":218,"width":812,"height":12}},{"id":"6068b2f9-c24b-499d-aacd-e0d8aaaf6adb","block_type":"box","text":"collective investment profile similar to that of the Fund’s Underlying Index. Securities selected have aggregate investment","page_number":9,"box":{"x":89,"y":233,"width":848,"height":12}},{"id":"19782803-5b86-4598-ab8f-bc1765251139","block_type":"box","text":"characteristics (based on market capitalization and industry weightings), fundamental characteristics (such as return","page_number":9,"box":{"x":89,"y":248,"width":819,"height":12}},{"id":"4ee56846-fdb2-4d68-bdb0-b5b02c8ae1db","block_type":"box","text":"variability, earnings valuation and yield) and liquidity measures similar to those of the Fund’s Underlying Index. A fund that","page_number":9,"box":{"x":88,"y":263,"width":859,"height":12}},{"id":"cbe7ac13-4086-420c-9137-826d0ea277cd","block_type":"box","text":"uses representative sampling generally does not hold all of the securities that are in its underlying index.","page_number":9,"box":{"x":89,"y":278,"width":727,"height":13}},{"id":"9bc18522-815d-43eb-bc99-36d1ce0d11fe","block_type":"box","text":"Although the Funds do not seek leveraged returns, certain instruments used by the Funds may have a leveraging effect as","page_number":9,"box":{"x":88,"y":305,"width":851,"height":12}},{"id":"763e5367-b462-4dbf-b496-00a752b909d0","block_type":"box","text":"described below.","page_number":9,"box":{"x":89,"y":320,"width":116,"height":10}},{"id":"224b2be6-63bf-41a2-aad7-5eb75553a2a3","block_type":"box","text":"Borrowing.","page_number":9,"box":{"x":89,"y":347,"width":78,"height":12}},{"id":"cad83b85-8d2c-489f-a4c0-8b18bec33b88","block_type":"box","text":"A Fund may borrow for temporary or emergency purposes, including to meet payments due from redemptions","page_number":9,"box":{"x":176,"y":346,"width":777,"height":13}},{"id":"b1c746ee-1f66-4f82-adca-9dd55bfecee2","block_type":"box","text":"or to facilitate the settlement of securities or other transactions. The iShares Environmentally Aware Real Estate ETF, iShares","page_number":9,"box":{"x":89,"y":361,"width":865,"height":13}},{"id":"21cbfc6b-0772-4383-a7bf-2737c61f7ba4","block_type":"box","text":"Global Clean Energy ETF, iShares Global REIT ETF and iShares International Select Dividend ETF, along with certain other","page_number":9,"box":{"x":89,"y":376,"width":839,"height":13}},{"id":"c6986d6c-d8b7-41f7-b100-d9318bb2e86e","block_type":"box","text":"iShares funds, have entered into a syndicated line of credit with the Bank of New York Mellon (“BNY”), which serves as","page_number":9,"box":{"x":89,"y":392,"width":827,"height":12}},{"id":"3ea23347-43ae-4997-949a-8d0c3eb11a1c","block_type":"box","text":"administrative agent for itself and the other banks. The syndicated line of credit may be used for temporary or emergency","page_number":9,"box":{"x":89,"y":407,"width":850,"height":12}},{"id":"b90606e8-58bf-40d9-b974-fa19dc341679","block_type":"box","text":"purposes, including redemption, settlement of trades and rebalancing of portfolio holdings.","page_number":9,"box":{"x":89,"y":422,"width":638,"height":12}},{"id":"3c7c0fce-76e8-4f50-8009-2efc85c641ab","block_type":"box","text":"Interest rates related to the syndicated line of credit are based on the Secured Overnight Financing Rate (“SOFR”) published","page_number":9,"box":{"x":89,"y":448,"width":864,"height":13}},{"id":"6e3f7fd1-ebaf-49d4-9249-53b78990cfb5","block_type":"box","text":"by the Federal Reserve Bank of New York plus a spread. Pursuant to the terms of the credit agreement, if SOFR were to cease","page_number":9,"box":{"x":89,"y":463,"width":870,"height":13}},{"id":"051049d2-3de1-4b04-95cf-6d1639a7dd4c","block_type":"box","text":"being published or representative, it would be replaced by a rate based on an alternate benchmark selected by BNY.","page_number":9,"box":{"x":89,"y":479,"width":806,"height":12}},{"id":"cab72493-4708-4af0-8ff9-fb680873c055","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":9,"box":{"x":88,"y":505,"width":846,"height":12}},{"id":"862f3fbc-f459-4e73-b37e-23e7c8436d91","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":9,"box":{"x":89,"y":520,"width":852,"height":12}},{"id":"40f1eabf-8179-4106-9948-12cf2392f1be","block_type":"box","text":"Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in the","page_number":9,"box":{"x":89,"y":535,"width":870,"height":13}},{"id":"5548a6ca-c612-4e39-aed2-a8c9d95b04c7","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":9,"box":{"x":89,"y":550,"width":874,"height":13}},{"id":"66bef608-f9d4-49a1-90e0-b9c3fe14650b","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":9,"box":{"x":89,"y":565,"width":826,"height":13}},{"id":"5e8da255-97dd-4f87-9849-5deb1151275f","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":9,"box":{"x":89,"y":581,"width":871,"height":12}},{"id":"d1aa838e-255f-45d3-974e-c53b091261e9","block_type":"box","text":"shareholders will outweigh the current reduced return.","page_number":9,"box":{"x":89,"y":596,"width":381,"height":12}},{"id":"e2945e74-8b9b-4699-9338-b2c645f9dae1","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":9,"box":{"x":89,"y":622,"width":835,"height":12}},{"id":"52094a64-a4b5-4001-97d1-8f130fa67a40","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":9,"box":{"x":89,"y":637,"width":873,"height":13}},{"id":"5c84bb09-da38-4cdc-81f2-d40b9435af7e","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":9,"box":{"x":89,"y":652,"width":800,"height":13}},{"id":"ffb1a547-015c-451d-896d-2481b5009650","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":9,"box":{"x":89,"y":668,"width":868,"height":12}},{"id":"00112fbd-e3df-4648-b708-dd1a24e2bb64","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":9,"box":{"x":89,"y":683,"width":856,"height":12}},{"id":"d33803f0-e5dd-4bc6-9b84-5eb549aaebf5","block_type":"box","text":"may be disadvantageous to do so.","page_number":9,"box":{"x":89,"y":698,"width":237,"height":12}},{"id":"de7db85a-29ca-4100-9124-4ddd33d4e74f","block_type":"box","text":"Currency Transactions.","page_number":9,"box":{"x":89,"y":725,"width":166,"height":12}},{"id":"87d6206f-e3ad-4446-93b2-267884d9ec59","block_type":"box","text":"A currency forward contract is an over-the-counter (“OTC”) obligation to purchase or sell a specific","page_number":9,"box":{"x":264,"y":724,"width":696,"height":13}},{"id":"644bc1ab-e17a-4f8e-97f9-9949e3b24e84","block_type":"box","text":"currency at a future date, which may be any fixed number of days greater than two days from the date on which the contract","page_number":9,"box":{"x":89,"y":739,"width":876,"height":13}},{"id":"65c48e83-1a5c-4f5a-958f-52467d8fc20e","block_type":"box","text":"is agreed upon by the parties, at a price set at the time of the contract. A non-deliverable currency forward is an OTC","page_number":9,"box":{"x":89,"y":754,"width":814,"height":13}},{"id":"ff764f59-6743-4a0c-9b23-517706246159","block_type":"box","text":"currency forward settled in a specified currency, on a specified date, based on the difference between the agreed-upon","page_number":9,"box":{"x":89,"y":770,"width":828,"height":12}},{"id":"c9a70ac1-31ed-4d42-9deb-1ca6f0c24f41","block_type":"box","text":"exchange rate and the market exchange rate. A currency futures contract is a contract that trades on an organized futures","page_number":9,"box":{"x":89,"y":785,"width":854,"height":12}},{"id":"79dbed5d-b3a0-4b2b-ac95-bc721cc0a850","block_type":"box","text":"exchange involving an obligation to deliver or acquire a specified amount of a specific currency, at a specified price and at a","page_number":9,"box":{"x":89,"y":800,"width":863,"height":12}},{"id":"61e3418c-1100-492a-bc80-bde48d61ddf7","block_type":"box","text":"specified future time. Currency futures contracts may be settled on a net cash payment basis rather than by the sale and","page_number":9,"box":{"x":89,"y":815,"width":840,"height":12}},{"id":"e4dfede2-fc0b-4411-9802-b422995a1e48","block_type":"box","text":"delivery of the underlying currency. The Funds do not expect to engage in currency transactions for the purpose of hedging","page_number":9,"box":{"x":89,"y":830,"width":864,"height":12}},{"id":"41b8a598-f96d-4cbb-889d-68908b731fed","block_type":"box","text":"2","page_number":9,"box":{"x":525,"y":894,"width":7,"height":9}},{"id":"0cd21750-c6d6-4bdd-94c6-60a9991a650c","block_type":"box","text":"against declines in the value of the Funds’ assets that are denominated in a non-U.S. currency. A Fund may enter into non","page_number":10,"box":{"x":89,"y":44,"width":857,"height":12}},{"id":"aca7e227-8440-4d36-b282-0da14cf0fb2a","block_type":"box","text":"U.S. currency forward and non-U.S. currency futures transactions to facilitate local securities settlements or to protect","page_number":10,"box":{"x":89,"y":59,"width":825,"height":12}},{"id":"e73d38d5-2ece-4497-b6b2-ecafa0637b04","block_type":"box","text":"against currency exposure in connection with its distributions to shareholders, but may not enter into such contracts for","page_number":10,"box":{"x":89,"y":74,"width":843,"height":12}},{"id":"1e6a0a0f-7f53-4a79-9ebb-6476e253eb8f","block_type":"box","text":"speculative purposes.","page_number":10,"box":{"x":89,"y":89,"width":150,"height":13}},{"id":"c52b1c34-1795-40e8-aabd-a4004843c941","block_type":"box","text":"Foreign exchange transactions involve a significant degree of risk and the markets in which foreign exchange transactions are","page_number":10,"box":{"x":89,"y":116,"width":879,"height":12}},{"id":"0b2be80c-f4f5-4bbf-888f-029fd028fc41","block_type":"box","text":"effected may be highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and","page_number":10,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"3fb1ec1d-0c57-46e6-94ac-26b0da558881","block_type":"box","text":"prices, can occur in such markets within very short periods of time, often within minutes. Foreign exchange trading risks","page_number":10,"box":{"x":89,"y":146,"width":842,"height":12}},{"id":"3068fd6b-0d11-43e5-8cb1-79b5c570e2a5","block_type":"box","text":"include, but are not limited to, exchange rate risk, counterparty risk, maturity gap, interest rate risk, and potential interference","page_number":10,"box":{"x":89,"y":161,"width":877,"height":12}},{"id":"2d88259d-8ce6-4cfd-b446-770cad79cd59","block_type":"box","text":"by foreign governments through regulation of local exchange markets, foreign investment or particular transactions in non","page_number":10,"box":{"x":89,"y":176,"width":864,"height":13}},{"id":"4c156577-b2f3-48ee-9c4b-f41f96926095","block_type":"box","text":"U.S. currency. If BFA utilizes foreign exchange transactions at an inappropriate time or judges market conditions, trends or","page_number":10,"box":{"x":89,"y":191,"width":853,"height":13}},{"id":"e5d028b4-0b26-4e11-b6de-1700f1c31f9d","block_type":"box","text":"correlations incorrectly, foreign exchange transactions may not serve their intended purpose of improving the correlation of a","page_number":10,"box":{"x":89,"y":206,"width":877,"height":13}},{"id":"a931bd16-670e-4c0d-8ab8-c00d504abbb6","block_type":"box","text":"Fund’s return with the performance of its Underlying Index and may lower the Fund’s return. A Fund could experience losses","page_number":10,"box":{"x":89,"y":222,"width":873,"height":12}},{"id":"c8b341de-5dd9-4057-81bf-5d26c65f81a1","block_type":"box","text":"if the value of its currency forwards, options or futures positions were poorly correlated with its other investments or if it","page_number":10,"box":{"x":89,"y":237,"width":841,"height":12}},{"id":"d524f199-ed52-4ffb-ae89-6952a38f91eb","block_type":"box","text":"could not close out its positions because of an illiquid market or otherwise. In addition, a Fund could incur transaction costs,","page_number":10,"box":{"x":89,"y":252,"width":870,"height":12}},{"id":"a75972c9-f46d-45f6-921f-0bc9f1611980","block_type":"box","text":"including trading commissions, in connection with certain non-U.S. currency transactions.","page_number":10,"box":{"x":89,"y":267,"width":632,"height":12}},{"id":"4b8a7437-1c0d-4c20-8d92-25c242da297b","block_type":"box","text":"Diversification Status.","page_number":10,"box":{"x":89,"y":293,"width":156,"height":10}},{"id":"26e94ba9-b43b-4b47-8185-8965de25abcc","block_type":"box","text":"The following table sets forth the diversification status of each Fund:","page_number":10,"box":{"x":253,"y":293,"width":480,"height":13}},{"id":"aa8791c0-23af-4456-a811-30590ac25a36","block_type":"box","text":"Diversified Funds Non-Diversified Funds","page_number":10,"box":{"x":89,"y":323,"width":529,"height":8}},{"id":"f2bd329f-d1b1-4907-b858-1b5ac2a93a08","block_type":"box","text":"iShares Environmentally Aware Real Estate ETF iShares Global Clean Energy ETF","page_number":10,"box":{"x":89,"y":345,"width":616,"height":12}},{"id":"eb8cf8f2-b7ad-4a13-b1ea-d8ca8ea37485","block_type":"box","text":"iShares Global REIT ETF","page_number":10,"box":{"x":89,"y":365,"width":158,"height":10}},{"id":"a551655e-911b-49bc-8c6d-a85f31ba50dd","block_type":"box","text":"iShares International Developed Real Estate ETF","page_number":10,"box":{"x":89,"y":385,"width":319,"height":13}},{"id":"5932cc38-0d58-4283-a633-ba928abe2ac5","block_type":"box","text":"iShares International Select Dividend ETF","page_number":10,"box":{"x":89,"y":405,"width":275,"height":10}},{"id":"f79dfb0f-f28b-4930-b4cf-7fd27a24a76a","block_type":"box","text":"A fund classified as “diversified” under the 1940 Act may not purchase securities of an issuer (other than (i) obligations","page_number":10,"box":{"x":88,"y":438,"width":835,"height":13}},{"id":"8c24faeb-53f9-48ad-91c8-58f389737fc9","block_type":"box","text":"issued or guaranteed by the U.S. government, its agencies or instrumentalities and (ii) securities of other investment","page_number":10,"box":{"x":89,"y":453,"width":813,"height":13}},{"id":"07f572a3-bfbb-49b4-8097-1baa308e6d0b","block_type":"box","text":"companies) if, with respect to 75% of its total assets, (a) more than 5% of the fund’s total assets would be invested in","page_number":10,"box":{"x":89,"y":468,"width":823,"height":13}},{"id":"7c904ac6-a632-47cb-bb3e-07de63ebfe0f","block_type":"box","text":"securities of that issuer or (b) the fund would hold more than 10% of the outstanding voting securities of that issuer. With","page_number":10,"box":{"x":89,"y":484,"width":854,"height":12}},{"id":"b29b2b51-3bf0-48c0-ab42-68a9c0fb6bbd","block_type":"box","text":"respect to the remaining 25% of its total assets, the fund may invest more than 5% of its assets in one issuer. Under the 1940","page_number":10,"box":{"x":89,"y":499,"width":876,"height":12}},{"id":"43ef9262-0a8b-45fe-98fd-e92f8fc81a3e","block_type":"box","text":"Act, a fund cannot change its classification from diversified to non-diversified without shareholder approval.","page_number":10,"box":{"x":88,"y":514,"width":757,"height":12}},{"id":"77ee35a6-6db0-428e-b67c-3ad6407dc450","block_type":"box","text":"A non-diversified fund is a fund that is not limited by the 1940 Act with regard to the percentage of its assets that may be","page_number":10,"box":{"x":92,"y":540,"width":850,"height":13}},{"id":"b8358523-bf26-4f8e-b0d4-7ff12a4a01ce","block_type":"box","text":"invested in the securities of a single issuer. The securities of a particular issuer (or securities of issuers in particular industries)","page_number":10,"box":{"x":89,"y":555,"width":876,"height":13}},{"id":"878d5d56-9504-4ec5-b108-2d9d8f33016c","block_type":"box","text":"may constitute a significant percentage of the underlying index of such a fund and, consequently, the fund’s investment","page_number":10,"box":{"x":89,"y":570,"width":840,"height":13}},{"id":"54051eef-81cd-40a2-9f5d-118d698621bc","block_type":"box","text":"portfolio. This may adversely affect a fund’s performance or subject the fund’s shares to greater price volatility than that","page_number":10,"box":{"x":89,"y":586,"width":839,"height":12}},{"id":"98565914-dc56-4591-b557-6227086b027d","block_type":"box","text":"experienced by more diversified investment companies.","page_number":10,"box":{"x":89,"y":601,"width":387,"height":12}},{"id":"73de3418-b26f-4985-a6dd-b988b88fbf27","block_type":"box","text":"Each Fund (whether diversified or non-diversified) intends to maintain the required level of diversification and otherwise","page_number":10,"box":{"x":89,"y":627,"width":841,"height":13}},{"id":"734e7ca1-a7c9-4317-bf86-c3079761a5c4","block_type":"box","text":"conduct its operations so as to qualify as a regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue","page_number":10,"box":{"x":89,"y":642,"width":865,"height":13}},{"id":"c5bf0858-511f-439d-ae90-9e6bcbbd15b5","block_type":"box","text":"Code of 1986, as amended (the “Internal Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to","page_number":10,"box":{"x":89,"y":657,"width":878,"height":13}},{"id":"ae411be3-94de-4ade-80a5-56f274c4e5fd","block_type":"box","text":"the extent that its earnings are distributed to shareholders, provided that the Fund satisfies a minimum distribution","page_number":10,"box":{"x":88,"y":673,"width":806,"height":12}},{"id":"2237d0cd-2694-4442-9692-d1d333a27d92","block_type":"box","text":"requirement. Compliance with the diversification requirements of the Internal Revenue Code may limit the investment","page_number":10,"box":{"x":89,"y":688,"width":824,"height":12}},{"id":"2837f01e-5d49-468c-86f1-dace4d459383","block_type":"box","text":"flexibility of the Fund and may make it less likely that each Fund will meet their investment objectives.","page_number":10,"box":{"x":88,"y":703,"width":711,"height":12}},{"id":"059d7026-1c56-495e-ad53-46d49708d3c8","block_type":"box","text":"Futures, Options on Futures and Securities Options.","page_number":10,"box":{"x":89,"y":729,"width":371,"height":13}},{"id":"4cacf7f9-2adf-4993-8809-b46cfa246654","block_type":"box","text":"Futures contracts, options on futures and securities options may be","page_number":10,"box":{"x":470,"y":729,"width":473,"height":13}},{"id":"fcaaf71e-3439-475b-8c6d-0c1997d805ef","block_type":"box","text":"used by a Fund to simulate investment in its Underlying Index, to facilitate trading or to reduce transaction costs. Each Fund","page_number":10,"box":{"x":89,"y":744,"width":866,"height":13}},{"id":"c6b156b9-b06d-4df6-ad98-5e76564a89ea","block_type":"box","text":"may enter into futures contracts and options on futures that are traded on a U.S. or non-U.S. futures exchange. Each Fund","page_number":10,"box":{"x":89,"y":759,"width":853,"height":13}},{"id":"e837c5a1-802f-41d6-b6d9-25e7d7849acf","block_type":"box","text":"will not use futures, options on futures or securities options for speculative purposes. Each Fund intends to use futures and","page_number":10,"box":{"x":88,"y":775,"width":862,"height":12}},{"id":"fc5b73ef-727f-4dda-9fd0-bfaac572159a","block_type":"box","text":"options on futures in accordance with Rule 4.5 of the Commodity Futures Trading Commission (the “CFTC”) promulgated","page_number":10,"box":{"x":89,"y":790,"width":855,"height":12}},{"id":"1328bcde-1edd-49de-8aa4-ed428760a5f0","block_type":"box","text":"under the Commodity Exchange Act (“CEA”). BFA, with respect to certain Funds, has claimed an exclusion from the definition","page_number":10,"box":{"x":89,"y":805,"width":878,"height":12}},{"id":"bbca791a-a312-470a-a877-2f93101b2a8a","block_type":"box","text":"of the term “commodity pool operator” in accordance with Rule 4.5 so that BFA, with respect to such Funds, is not subject to","page_number":10,"box":{"x":89,"y":820,"width":875,"height":12}},{"id":"adf6047a-d660-478b-be4c-3e8f0f83b40f","block_type":"box","text":"registration or regulation as a commodity pool operator under the CEA. See the","page_number":10,"box":{"x":89,"y":835,"width":555,"height":12}},{"id":"de74ef35-cf41-4779-9298-6585391dbe63","block_type":"box","text":"Regulation Regarding Derivatives","page_number":10,"box":{"x":649,"y":835,"width":230,"height":12}},{"id":"fc402359-0f68-47ef-a988-758f4bbae249","block_type":"box","text":"section of","page_number":10,"box":{"x":884,"y":835,"width":70,"height":10}},{"id":"db4f19b6-ad48-444c-bd1b-17d054b38e60","block_type":"box","text":"this SAI for more information.","page_number":10,"box":{"x":88,"y":850,"width":208,"height":10}},{"id":"a91da109-b9c2-402b-8347-d88825824d5e","block_type":"box","text":"3","page_number":10,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"9a866edf-cc7c-4513-a025-12e683d0a10a","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":11,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"b3a6b381-1610-4efa-b851-7f96ae4f87f0","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":11,"box":{"x":89,"y":59,"width":858,"height":12}},{"id":"a8fb6ea9-5b3a-4f9e-8e82-949ed902220f","block_type":"box","text":"reflect the market value of common stock of the firms included in the investments. Each Fund may enter into futures","page_number":11,"box":{"x":89,"y":74,"width":817,"height":12}},{"id":"29ab752d-2330-401d-8968-8aa4dbc495f1","block_type":"box","text":"contracts to purchase securities indexes when BFA anticipates purchasing the underlying securities and believes prices will","page_number":11,"box":{"x":89,"y":89,"width":858,"height":13}},{"id":"984a60d7-0958-4c3d-8ad9-3dacb1f3b289","block_type":"box","text":"rise before the purchase will be made. Upon entering into a futures contract, a Fund will be required to deposit with the","page_number":11,"box":{"x":89,"y":104,"width":834,"height":13}},{"id":"e9cabeed-3448-44c2-a24e-ff4bc74a799c","block_type":"box","text":"broker an amount of cash or cash equivalents known as “initial margin,” which is similar to a performance bond or good faith","page_number":11,"box":{"x":89,"y":119,"width":878,"height":13}},{"id":"d05d6a6b-72d1-4662-b892-43d304d19530","block_type":"box","text":"deposit on the contract and is returned to the Fund upon termination of the futures contract if all contractual obligations","page_number":11,"box":{"x":89,"y":135,"width":846,"height":12}},{"id":"b88f0843-c7e4-42d6-8b05-39b20b192b1d","block_type":"box","text":"have been satisfied. Subsequent payments, known as “variation margin,” will be made to and from the broker daily as the","page_number":11,"box":{"x":89,"y":150,"width":849,"height":12}},{"id":"b6c7fedd-f2a3-4040-b618-b668909025e2","block_type":"box","text":"price of the instrument or index underlying the futures contract fluctuates, making the long and short positions in the futures","page_number":11,"box":{"x":89,"y":165,"width":878,"height":12}},{"id":"94d68df5-825f-4963-b38c-c5077d54f142","block_type":"box","text":"contract more or less valuable, a process known as “marking-to-market.” At any time prior to the expiration of a futures","page_number":11,"box":{"x":89,"y":180,"width":839,"height":12}},{"id":"d68a5d8b-9779-4115-a328-a8fcbb4eef87","block_type":"box","text":"contract, each Fund may elect to close the position by taking an opposite position, which will operate to terminate the Fund’s","page_number":11,"box":{"x":89,"y":195,"width":878,"height":12}},{"id":"698625b0-0847-4905-9348-b29d3b1efb4b","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":11,"box":{"x":89,"y":210,"width":859,"height":13}},{"id":"b1106238-7ae3-4086-ac44-9359e537b69e","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":11,"box":{"x":89,"y":225,"width":825,"height":13}},{"id":"28f2fab8-100e-43d4-afff-618c2e36ba84","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":11,"box":{"x":88,"y":240,"width":877,"height":13}},{"id":"b9500960-d84f-42df-8c4e-bded12f00e0f","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":11,"box":{"x":88,"y":256,"width":864,"height":12}},{"id":"88872740-3f75-4de9-890f-1d8f91bf4885","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":11,"box":{"x":88,"y":271,"width":874,"height":12}},{"id":"78810cf9-0683-4dca-b659-a16925d56cf5","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":11,"box":{"x":88,"y":286,"width":843,"height":12}},{"id":"55e49eaa-623a-4212-b337-b609cb0af853","block_type":"box","text":"futures contract.","page_number":11,"box":{"x":88,"y":301,"width":116,"height":10}},{"id":"9ca7cd56-df0b-4947-aaff-1e69af0490b7","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":11,"box":{"x":88,"y":327,"width":870,"height":13}},{"id":"7cce0a99-cdfe-4187-830e-3ec838e4e616","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":11,"box":{"x":89,"y":342,"width":855,"height":13}},{"id":"d62c48c0-2015-4d8b-9817-dd64e7bd8b9a","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":11,"box":{"x":89,"y":358,"width":867,"height":12}},{"id":"4d4a6a24-bd3a-4a10-89d4-a2dbe3e9122f","block_type":"box","text":"change would be reflected in the NAV of each Fund. The potential for loss related to writing call options is unlimited. The","page_number":11,"box":{"x":89,"y":373,"width":845,"height":12}},{"id":"5165a6f7-be39-4cd9-b974-7bf424e8ef00","block_type":"box","text":"potential for loss related to writing put options is limited to the agreed-upon price per share, also known as the “strike price,”","page_number":11,"box":{"x":89,"y":388,"width":875,"height":12}},{"id":"3a323f16-64ba-4b54-9e57-c50a8a81b96c","block_type":"box","text":"less the premium received from writing the put. The Funds may purchase and write put and call options on futures contracts","page_number":11,"box":{"x":89,"y":403,"width":873,"height":12}},{"id":"c2e5490a-278c-4347-bc77-a5ef7486ee78","block_type":"box","text":"that are traded on an exchange as a hedge against changes in value of their portfolio securities or in anticipation of the","page_number":11,"box":{"x":88,"y":418,"width":833,"height":12}},{"id":"44e3c945-2cc5-4782-a918-04fef86dd85b","block_type":"box","text":"purchase of securities, and may enter into closing transactions with respect to such options to terminate existing positions.","page_number":11,"box":{"x":89,"y":433,"width":863,"height":13}},{"id":"d7cba85f-93e2-4160-a02e-acc1cd101403","block_type":"box","text":"There is no guarantee that such closing transactions can be effected.","page_number":11,"box":{"x":88,"y":448,"width":482,"height":13}},{"id":"55e61b92-d196-4365-8981-eb3187d19577","block_type":"box","text":"Securities options may be used by a Fund to obtain access to securities in its Underlying Index or to dispose of securities in","page_number":11,"box":{"x":88,"y":475,"width":859,"height":12}},{"id":"8f36a5e3-f4f6-4166-bb68-1aceb37e3bb6","block_type":"box","text":"its Underlying Index at favorable prices, to invest cash in a securities index that offers similar exposure to that provided by its","page_number":11,"box":{"x":89,"y":490,"width":869,"height":12}},{"id":"c021b542-56ac-4c5e-9e42-0c7f605026ec","block_type":"box","text":"Underlying Index or otherwise to achieve the Fund’s objective of tracking its Underlying Index. A call option gives a holder the","page_number":11,"box":{"x":89,"y":505,"width":878,"height":12}},{"id":"52becbd7-0892-4619-a522-fc873146f05c","block_type":"box","text":"right to purchase a specific security at a specified price (“exercise price”) within a specified period of time. A put option gives","page_number":11,"box":{"x":89,"y":520,"width":873,"height":12}},{"id":"e1b75453-1ab1-4d36-a5b5-b0f223af334d","block_type":"box","text":"a holder the right to sell a specific security at an exercise price within a specified period of time. The initial purchaser of a call","page_number":11,"box":{"x":89,"y":535,"width":871,"height":13}},{"id":"150e8d13-dd34-4dd8-8c1b-59f7e38cf46b","block_type":"box","text":"option pays the “writer” a premium, which is paid at the time of purchase and is retained by the writer whether or not such","page_number":11,"box":{"x":89,"y":550,"width":860,"height":13}},{"id":"1096814b-f470-4f4f-abec-f5a6c658035e","block_type":"box","text":"option is exercised. Each Fund may purchase put options to hedge its portfolio against the risk of a decline in the market","page_number":11,"box":{"x":89,"y":565,"width":843,"height":13}},{"id":"9482f221-32ad-4e5c-823d-a69d677db648","block_type":"box","text":"value of securities held and may purchase call options to hedge against an increase in the price of securities it is committed","page_number":11,"box":{"x":88,"y":581,"width":864,"height":12}},{"id":"1ce17289-6ff3-43fc-9934-4a1d7750764c","block_type":"box","text":"to purchase. Each Fund may write put and call options along with a long position in options to increase its ability to hedge","page_number":11,"box":{"x":88,"y":596,"width":856,"height":12}},{"id":"50670870-249d-4653-9843-d20fee30e5b9","block_type":"box","text":"against a change in the market value of the securities it holds or is committed to purchase. Each Fund may purchase or sell","page_number":11,"box":{"x":89,"y":611,"width":860,"height":12}},{"id":"ff357ecf-ca46-429c-8272-cfb8fdf949d7","block_type":"box","text":"securities options on a U.S. or non-U.S. securities exchange or in the OTC market through a transaction with a dealer. Options","page_number":11,"box":{"x":89,"y":626,"width":878,"height":12}},{"id":"d0fc8acd-5683-48ad-b1c0-f838b581a814","block_type":"box","text":"on a securities index are typically settled on a net basis based on the appreciation or depreciation of the index level over the","page_number":11,"box":{"x":89,"y":641,"width":863,"height":12}},{"id":"8fba24ff-c37f-4563-a675-b6b4cf05471e","block_type":"box","text":"strike price. Options on single name securities may be cash- or physically-settled, depending upon the market in which they","page_number":11,"box":{"x":89,"y":656,"width":868,"height":13}},{"id":"b7a8bbdf-4158-47c6-b4af-43ca8da1d78a","block_type":"box","text":"are traded. Options may be structured so as to be exercisable only on certain dates or on a daily basis. Options may also be","page_number":11,"box":{"x":89,"y":671,"width":860,"height":13}},{"id":"dfb8d3dd-89ee-4e46-b21e-a548acd99be9","block_type":"box","text":"structured to have conditions to exercise (","page_number":11,"box":{"x":89,"y":686,"width":294,"height":13}},{"id":"8a52e1ce-fcb5-4676-9e5c-69dd889bed0f","block_type":"box","text":"i.e.","page_number":11,"box":{"x":384,"y":687,"width":18,"height":9}},{"id":"71440f9b-7a2a-4df5-a620-8adb773438a5","block_type":"box","text":", “Knock-in Events”) or conditions that trigger termination (","page_number":11,"box":{"x":404,"y":686,"width":416,"height":13}},{"id":"1f4569cf-baac-4050-b6b0-ce7a17752d98","block_type":"box","text":"i.e.","page_number":11,"box":{"x":821,"y":687,"width":18,"height":9}},{"id":"32364d37-fce3-4e1c-8489-f7d0365ac441","block_type":"box","text":", “Knock-out","page_number":11,"box":{"x":841,"y":686,"width":88,"height":12}},{"id":"7caf9318-f584-46ad-bdee-0be292dfe51d","block_type":"box","text":"Events”).","page_number":11,"box":{"x":89,"y":702,"width":61,"height":12}},{"id":"568350f9-a6d7-4821-b6b7-f927c0312a98","block_type":"box","text":"Lending Portfolio Securities.","page_number":11,"box":{"x":89,"y":728,"width":202,"height":12}},{"id":"16eb50d6-5859-4751-9698-eaf3c72d1e0b","block_type":"box","text":"Each Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":11,"box":{"x":301,"y":728,"width":609,"height":12}},{"id":"a1acaf7d-6d4a-4029-98a5-5aa31464649f","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":11,"box":{"x":89,"y":743,"width":848,"height":12}},{"id":"19631e17-8969-4adb-9dd1-c0e48746d6c8","block_type":"box","text":"least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of a Fund if, as a","page_number":11,"box":{"x":89,"y":758,"width":858,"height":13}},{"id":"b977e44c-6fdf-4406-8e92-0c9397df8429","block_type":"box","text":"result, the aggregate value of all securities loans of the particular Fund exceeds one-third of the value of such Fund’s total","page_number":11,"box":{"x":89,"y":773,"width":849,"height":13}},{"id":"6cc3702c-34a6-4f38-9909-47227f5031ce","block_type":"box","text":"assets (including the value of the collateral received). A Fund may terminate a loan at any time and obtain the return of the","page_number":11,"box":{"x":89,"y":788,"width":859,"height":13}},{"id":"570c89da-26dd-424d-91c0-8c68cb2f5c6c","block_type":"box","text":"securities loaned. Each Fund receives, by way of substitute payment, the value of any interest or cash or non-cash","page_number":11,"box":{"x":89,"y":804,"width":794,"height":12}},{"id":"7f82ca59-c732-4abe-b2d6-6e01e2fb2726","block_type":"box","text":"distributions paid on the loaned securities that it would have otherwise received if the securities were not on loan.","page_number":11,"box":{"x":89,"y":819,"width":794,"height":12}},{"id":"526ec0ba-a437-4ccb-a428-0e5558ec4001","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":11,"box":{"x":88,"y":845,"width":854,"height":12}},{"id":"cbe3851b-ab29-4264-9449-346a11f05d9a","block_type":"box","text":"cash collateral. The Funds are compensated by any positive difference between the amount earned on the reinvestment of","page_number":11,"box":{"x":89,"y":860,"width":856,"height":13}},{"id":"355ee02a-6f53-4532-a2a9-84c05c792791","block_type":"box","text":"4","page_number":11,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"f678029a-82ca-426f-ba89-c9a2a8feb51b","block_type":"box","text":"cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund is compensated by a fee paid","page_number":12,"box":{"x":89,"y":44,"width":876,"height":12}},{"id":"e43283fb-72e2-4649-a1f6-3c87bbf081c2","block_type":"box","text":"by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Fund","page_number":12,"box":{"x":89,"y":59,"width":863,"height":12}},{"id":"eedec326-3c6b-48e0-b835-176aff3f3ba6","block_type":"box","text":"for such loans, and uninvested cash, may be reinvested in certain short-term instruments either directly on behalf of each","page_number":12,"box":{"x":88,"y":74,"width":850,"height":12}},{"id":"e175c5b5-8ea7-449e-87cc-bfc6c3bf7388","block_type":"box","text":"Fund or through one or more joint accounts or money market funds, including those affiliated with BFA; such investments","page_number":12,"box":{"x":89,"y":89,"width":855,"height":13}},{"id":"db901024-12c4-43c8-9256-8b9f687fff03","block_type":"box","text":"are subject to investment risk.","page_number":12,"box":{"x":89,"y":104,"width":208,"height":13}},{"id":"bff53d1a-ecb2-4255-a8f1-104ca933ef61","block_type":"box","text":"Each Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio","page_number":12,"box":{"x":89,"y":131,"width":818,"height":12}},{"id":"b2dba3eb-d20a-43fc-8e6e-ff939d18d3bc","block_type":"box","text":"securities to borrowers affiliated with the Fund and to retain an affiliate of the Fund to act as securities lending agent. To the","page_number":12,"box":{"x":89,"y":146,"width":868,"height":12}},{"id":"459e5d35-90a4-42b5-a5d0-8261c74e5cc7","block_type":"box","text":"extent that a Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":12,"box":{"x":89,"y":161,"width":832,"height":12}},{"id":"70e5e4d2-2dff-4141-b444-830af44f8831","block_type":"box","text":"lending agent for the Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance","page_number":12,"box":{"x":89,"y":176,"width":846,"height":13}},{"id":"42e17d73-ddd9-4b7e-8aa2-1fbb842cd8ae","block_type":"box","text":"with guidelines approved by the Trust’s Board of Trustees (the “Board,” the trustees of which are the “Trustees”). JPMorgan","page_number":12,"box":{"x":88,"y":191,"width":862,"height":13}},{"id":"9d648d53-05a2-4cf1-9d80-b8fb6630eed5","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Funds in connection with certain securities lending activities.","page_number":12,"box":{"x":89,"y":206,"width":839,"height":13}},{"id":"1d816de7-513c-444e-89cd-55a2054ffd03","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":12,"box":{"x":88,"y":233,"width":873,"height":12}},{"id":"da6b67d6-993f-4d25-b333-d6bb45fa8f66","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":12,"box":{"x":89,"y":248,"width":830,"height":12}},{"id":"ef77fd1b-76eb-4b4e-9a5b-1eb1d76e4acf","block_type":"box","text":"reinvestments and the fees a Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a shortfall at default","page_number":12,"box":{"x":89,"y":263,"width":865,"height":12}},{"id":"59d4cfb5-2c97-4bd2-9044-08fc877b1c8f","block_type":"box","text":"when a cash collateral investment is denominated in a currency other than the currency of the assets being loaned due to","page_number":12,"box":{"x":88,"y":278,"width":852,"height":13}},{"id":"f19606ce-8a32-42e6-8ccd-aa48725c7b82","block_type":"box","text":"movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the risk that market events,","page_number":12,"box":{"x":89,"y":293,"width":878,"height":13}},{"id":"f4b07e5e-0283-42a8-962a-050b18606ccd","block_type":"box","text":"including but not limited to corporate actions, could lead the Fund to lend securities that are trading at a premium due to","page_number":12,"box":{"x":89,"y":308,"width":848,"height":13}},{"id":"0baa49c1-e624-48a5-b09a-ed097b3a8663","block_type":"box","text":"increased demand, or to recall loaned securities or to lend less or not at all, which could lead to reduced securities lending","page_number":12,"box":{"x":89,"y":324,"width":852,"height":12}},{"id":"fbf967e8-ecea-4791-9b87-a832aea8fceb","block_type":"box","text":"revenue). If a Fund were to lend out securities that are subject to a corporate action and commit to the borrower a particular","page_number":12,"box":{"x":89,"y":339,"width":870,"height":12}},{"id":"4ac9fc96-b9b9-4fe6-a2b5-8415d31dd29f","block_type":"box","text":"election as determined by the Funds’ investment adviser, the benefit the Fund would receive in respect of committing to such","page_number":12,"box":{"x":89,"y":354,"width":875,"height":12}},{"id":"816021b4-4065-4bd7-9249-c668590631ad","block_type":"box","text":"election may or may not be less than the benefit the Fund would have received from making a different election in such","page_number":12,"box":{"x":89,"y":369,"width":834,"height":12}},{"id":"e70ae958-866b-45a2-a256-2af595cfe968","block_type":"box","text":"corporate action. If a securities lending counterparty were to default, a Fund would be subject to the risk of a possible delay","page_number":12,"box":{"x":89,"y":384,"width":863,"height":12}},{"id":"1e03e085-fa8f-4fcb-a743-38ca0a99d49c","block_type":"box","text":"in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a","page_number":12,"box":{"x":89,"y":399,"width":833,"height":13}},{"id":"de951859-011e-454f-82bd-21a4f2495212","block_type":"box","text":"borrower does not return a Fund’s securities as agreed, the Fund’s ability to participate in a corporate action event may be","page_number":12,"box":{"x":89,"y":414,"width":853,"height":13}},{"id":"a9cc35f2-6f72-49a8-82c6-bb3c2643702e","block_type":"box","text":"impacted, or the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the","page_number":12,"box":{"x":89,"y":429,"width":871,"height":13}},{"id":"2769cf53-329c-4cf4-a565-52a8f7ea34ef","block_type":"box","text":"value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing","page_number":12,"box":{"x":88,"y":445,"width":806,"height":12}},{"id":"6438c809-adf7-4314-9e69-5917078f450d","block_type":"box","text":"replacement securities. This latter event could trigger adverse tax consequences for a Fund. A Fund could lose money if its","page_number":12,"box":{"x":89,"y":460,"width":857,"height":12}},{"id":"c49d90a9-e188-4c94-a0f9-fab074bf973f","block_type":"box","text":"short-term investment of the collateral declines in value over the period of the loan. Substitute payments received by a Fund","page_number":12,"box":{"x":89,"y":475,"width":866,"height":12}},{"id":"63a51a4a-d2bd-4aa7-8009-8aaba8cd6b9b","block_type":"box","text":"representing dividends paid on securities loaned out by the Fund will not be considered qualified dividend income. BTC will","page_number":12,"box":{"x":89,"y":490,"width":858,"height":12}},{"id":"8a004c03-be4e-4f8b-a059-09ec6a829cf0","block_type":"box","text":"take into account the tax effects on shareholders caused by this difference in connection with a Fund’s securities lending","page_number":12,"box":{"x":88,"y":505,"width":844,"height":12}},{"id":"1aa12ae1-9a39-45ce-bcd3-3ec59370ad8b","block_type":"box","text":"program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt income. There could also","page_number":12,"box":{"x":89,"y":520,"width":873,"height":12}},{"id":"c2c94b45-00c7-4601-bd19-23c858ea3c28","block_type":"box","text":"be changes in the status of issuers under applicable laws and regulations, including tax regulations, that may impact the","page_number":12,"box":{"x":89,"y":535,"width":841,"height":13}},{"id":"efdb78d0-0e46-4f68-b46a-748c172f13e7","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":12,"box":{"x":89,"y":550,"width":804,"height":13}},{"id":"470aa263-8e1a-4933-a4e9-8058ace89acf","block_type":"box","text":"equivalent payments owed to a Fund (as permitted by applicable law).","page_number":12,"box":{"x":89,"y":565,"width":490,"height":13}},{"id":"8396e1de-0f46-43be-b01e-165b30af3515","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":12,"box":{"x":89,"y":592,"width":824,"height":12}},{"id":"0d866933-d322-4796-9ad5-788a8f88b41d","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":12,"box":{"x":89,"y":607,"width":859,"height":12}},{"id":"6912d2f6-d6c7-44a6-862f-ea2e21863d34","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":12,"box":{"x":88,"y":622,"width":879,"height":12}},{"id":"5a28d830-8ffe-4524-9e9f-cf033fbf0873","block_type":"box","text":"rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types","page_number":12,"box":{"x":89,"y":637,"width":869,"height":13}},{"id":"9d8b2fa4-eb52-491d-be18-6fbe2171616e","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":12,"box":{"x":89,"y":652,"width":846,"height":13}},{"id":"2d44fff1-4a7a-4abb-83c7-828cbf7d25dd","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":12,"box":{"x":89,"y":668,"width":847,"height":12}},{"id":"06f7e9a2-9d15-497b-a539-5e66cd6c7f74","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":12,"box":{"x":89,"y":683,"width":825,"height":12}},{"id":"feaf1823-9ca4-4884-9cb5-d2027596bc45","block_type":"box","text":"lenders that can provide additional protections, such as liens that are exercisable in connection with a lender default, to","page_number":12,"box":{"x":89,"y":698,"width":834,"height":12}},{"id":"b22bf47e-8cbd-443c-9c8d-7a82b69314e5","block_type":"box","text":"borrowers. Certain Funds expect to provide additional protections to borrowers, where permitted, pursuant to a Fund’s","page_number":12,"box":{"x":89,"y":713,"width":831,"height":12}},{"id":"abf6887c-c527-491e-97e4-f273fbe28fc9","block_type":"box","text":"investment policies and if BFA believes doing so is in the best interest of the Fund.","page_number":12,"box":{"x":89,"y":728,"width":571,"height":12}},{"id":"6af201dc-208f-44df-9445-5ffc51e6291a","block_type":"box","text":"Liquidity Risk Management.","page_number":12,"box":{"x":89,"y":754,"width":200,"height":13}},{"id":"054653c5-4def-4d41-bfec-c254a367dbd3","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":12,"box":{"x":299,"y":754,"width":662,"height":13}},{"id":"a5d09d6b-8295-4aef-a1fb-54919fe61e4b","block_type":"box","text":"including exchange-traded funds (“ETFs”) such as the Funds, to establish a liquidity risk management program (the","page_number":12,"box":{"x":89,"y":770,"width":811,"height":12}},{"id":"db137251-c0a3-4921-a99d-db45d5e90fef","block_type":"box","text":"“Liquidity Program”) and enhance disclosures regarding fund liquidity. As required by the Liquidity Rule, the Funds have","page_number":12,"box":{"x":89,"y":785,"width":837,"height":12}},{"id":"6c4565c6-98c9-4c22-8b1a-89d0f49f2955","block_type":"box","text":"implemented a Liquidity Program, and the Board, including a majority of the Independent Trustees of the Trust, has","page_number":12,"box":{"x":89,"y":800,"width":807,"height":12}},{"id":"3269f1f4-eafa-499b-90ff-5a8909385269","block_type":"box","text":"appointed BFA as the administrator of the Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and","page_number":12,"box":{"x":89,"y":815,"width":834,"height":12}},{"id":"6a8688cb-73f6-49d9-83c0-a7a2f861f2af","block_type":"box","text":"periodically reviews each Fund’s liquidity risk and classifies each investment held by a Fund as a “highly liquid investment,”","page_number":12,"box":{"x":89,"y":830,"width":859,"height":12}},{"id":"2eed131f-8895-4414-a63a-d677fd5e9def","block_type":"box","text":"“moderately liquid investment,” “less liquid investment” or “illiquid investment.” The Liquidity Rule defines “liquidity risk” as","page_number":12,"box":{"x":89,"y":845,"width":866,"height":12}},{"id":"6dee0211-6fcb-4973-9d0f-dcc8ce54c723","block_type":"box","text":"the risk that a Fund could not meet requests to redeem shares issued by a Fund without significant dilution of the remaining","page_number":12,"box":{"x":88,"y":860,"width":871,"height":13}},{"id":"f38c564b-014b-4fad-8c79-a9e7e6ec61c9","block_type":"box","text":"5","page_number":12,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"4a291dae-8c0c-4e47-9447-d45ba37980fd","block_type":"box","text":"investors’ interest in a Fund. The liquidity of a Fund’s portfolio investments is determined based on relevant market, trading","page_number":13,"box":{"x":89,"y":44,"width":860,"height":12}},{"id":"15c7e9b0-c673-46de-9de3-40862e7b8487","block_type":"box","text":"and investment-specific considerations under the Liquidity Program. There are exclusions from certain portions of the","page_number":13,"box":{"x":89,"y":59,"width":825,"height":12}},{"id":"d25b1301-c204-40a1-b399-27b75902ea32","block_type":"box","text":"liquidity risk management program requirements for “in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an","page_number":13,"box":{"x":89,"y":74,"width":850,"height":12}},{"id":"5faa0361-dba3-471f-b028-eb6a2685beca","block_type":"box","text":"investment is deemed to be an illiquid investment or a less liquid investment, a Fund can expect to be exposed to greater","page_number":13,"box":{"x":89,"y":89,"width":845,"height":13}},{"id":"eb44b8a6-66fc-459c-9184-dfb3141d8fcf","block_type":"box","text":"liquidity risk.","page_number":13,"box":{"x":89,"y":104,"width":87,"height":13}},{"id":"b9fa8032-3065-4007-9f3d-c6f6abe11ada","block_type":"box","text":"Non-U.S. Securities.","page_number":13,"box":{"x":89,"y":131,"width":141,"height":10}},{"id":"08669b14-454f-4fe0-895d-1076d59abe6f","block_type":"box","text":"The Funds may purchase publicly traded common stocks of non-U.S. issuers. To the extent a Fund","page_number":13,"box":{"x":239,"y":131,"width":690,"height":12}},{"id":"9af41797-6a3a-4b71-a454-5aae2cb89a08","block_type":"box","text":"invests in stocks of non-U.S. issuers, the Fund’s investment in such stocks may be in the form of American Depositary","page_number":13,"box":{"x":89,"y":146,"width":824,"height":12}},{"id":"0827c40b-89e1-451a-96d3-348a1868f150","block_type":"box","text":"Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) (collectively, “depositary","page_number":13,"box":{"x":89,"y":161,"width":876,"height":12}},{"id":"7648d656-37ee-4968-8f4e-75b899b313bc","block_type":"box","text":"receipts”). Depositary receipts are receipts, typically issued by a bank or trust issuer, which evidence ownership of underlying","page_number":13,"box":{"x":89,"y":176,"width":873,"height":13}},{"id":"3a3a2ebb-57a7-42d9-adfe-4efcfb26efaa","block_type":"box","text":"securities issued by a non-U.S. issuer. Depositary receipts may not necessarily be denominated in the same currency as their","page_number":13,"box":{"x":89,"y":191,"width":869,"height":13}},{"id":"5c50f81a-d3eb-4227-9010-379ed3ce9300","block_type":"box","text":"underlying securities. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of underlying","page_number":13,"box":{"x":89,"y":206,"width":827,"height":13}},{"id":"b02aeaa0-c06c-4e97-b78e-360ce1b9685c","block_type":"box","text":"securities issued by a non-U.S. issuer. EDRs, which are sometimes referred to as continental depositary receipts, are receipts","page_number":13,"box":{"x":89,"y":222,"width":865,"height":12}},{"id":"b9c5366a-1d16-48fe-b579-450594dc8d37","block_type":"box","text":"issued in Europe, typically by foreign banks and trust companies, that evidence ownership of either foreign or domestic","page_number":13,"box":{"x":89,"y":237,"width":833,"height":12}},{"id":"5236c4fd-09c1-4ac5-84d2-40ca1b9c8d75","block_type":"box","text":"underlying securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international","page_number":13,"box":{"x":89,"y":252,"width":862,"height":12}},{"id":"9d70cc80-a4a0-4944-8204-655642fff60a","block_type":"box","text":"basis. Generally, ADRs, issued in registered form, are designed for use in the U.S. securities markets, and EDRs, issued in","page_number":13,"box":{"x":89,"y":267,"width":835,"height":12}},{"id":"76c8d3be-ce14-484e-9625-d3fe65533e68","block_type":"box","text":"bearer form, are designed for use in European securities markets. GDRs are tradable both in the U.S. and in Europe and are","page_number":13,"box":{"x":89,"y":282,"width":855,"height":12}},{"id":"df8eef89-a1e2-4520-87cc-355c46ea056b","block_type":"box","text":"designed for use throughout the world.","page_number":13,"box":{"x":89,"y":297,"width":274,"height":12}},{"id":"6932366a-88c1-45e2-a8a2-aefe7aa7b978","block_type":"box","text":"Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may","page_number":13,"box":{"x":89,"y":324,"width":877,"height":12}},{"id":"76c4a271-ce2a-4d1e-a920-0776c7d698f3","block_type":"box","text":"be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose a Fund to","page_number":13,"box":{"x":89,"y":339,"width":839,"height":12}},{"id":"39535463-7bd6-421d-b67b-2c462ce8dbee","block_type":"box","text":"additional risks associated with the non-uniform terms that apply to depositary receipt programs, credit exposure to the","page_number":13,"box":{"x":89,"y":354,"width":841,"height":12}},{"id":"c550f660-fce6-4ae7-9cbe-6ef3146067b9","block_type":"box","text":"depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency","page_number":13,"box":{"x":89,"y":369,"width":859,"height":12}},{"id":"8e4bf1b1-1d0d-4ddf-bd63-228bc6ebd5b3","block_type":"box","text":"risk and liquidity risk. Unsponsored programs, which are not sanctioned by the issuer of the underlying common stock,","page_number":13,"box":{"x":89,"y":384,"width":833,"height":12}},{"id":"3c6f5542-5dda-4be5-97d4-6bc483896893","block_type":"box","text":"generally expose investors to greater risks than sponsored programs and do not provide holders with many of the","page_number":13,"box":{"x":89,"y":399,"width":795,"height":13}},{"id":"e514b41f-9209-424d-9b3e-1f4ac93e7ada","block_type":"box","text":"shareholder benefits that come from investing in a sponsored depositary receipts.","page_number":13,"box":{"x":89,"y":414,"width":571,"height":13}},{"id":"7f013c00-6c8a-4388-bfd1-2a3b0d6fa097","block_type":"box","text":"Investing in the securities of non-U.S. issuers involves special risks and considerations not typically associated with investing","page_number":13,"box":{"x":89,"y":441,"width":868,"height":12}},{"id":"4f1ff4ca-ec36-48c9-ab70-b1c6b887b096","block_type":"box","text":"in U.S. issuers. These include differences in accounting, auditing and financial reporting standards; the possibility of","page_number":13,"box":{"x":89,"y":456,"width":808,"height":12}},{"id":"142a17d1-eeb2-4987-9117-1759824a9777","block_type":"box","text":"expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability,","page_number":13,"box":{"x":89,"y":471,"width":853,"height":12}},{"id":"742c8df1-95de-4b2c-9ec1-edf4ebc4b2c1","block_type":"box","text":"which could affect U.S. investments in non-U.S. countries; and potential restrictions on the flow of international capital. Non","page_number":13,"box":{"x":88,"y":486,"width":873,"height":12}},{"id":"50b8747f-605f-4ed2-97c4-a36ac98e19a9","block_type":"box","text":"U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may","page_number":13,"box":{"x":89,"y":501,"width":864,"height":13}},{"id":"14ae0f26-e0ad-4fb1-9977-7d15600479d7","block_type":"box","text":"differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product (“GDP”), rate of","page_number":13,"box":{"x":89,"y":516,"width":870,"height":13}},{"id":"6577994f-f944-4502-bfd8-a892ba496043","block_type":"box","text":"inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.","page_number":13,"box":{"x":89,"y":531,"width":629,"height":13}},{"id":"6d32774f-8113-4436-82f2-2dafcd853ffc","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":13,"box":{"x":89,"y":558,"width":242,"height":12}},{"id":"cb72f6f9-6395-4165-9223-17f114576d6f","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":13,"box":{"x":340,"y":558,"width":588,"height":12}},{"id":"98b75446-8339-4d8a-bae0-015a65da2b58","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":13,"box":{"x":89,"y":573,"width":812,"height":12}},{"id":"935d35f9-5415-4390-82c4-db18190f2ebc","block_type":"box","text":"liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":13,"box":{"x":89,"y":588,"width":819,"height":12}},{"id":"35b1d541-d285-49a2-b5ef-62e28ae90199","block_type":"box","text":"investment exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation","page_number":13,"box":{"x":89,"y":603,"width":872,"height":13}},{"id":"41e9385f-dacc-49bb-8a18-5b6fed1ce202","block_type":"box","text":"by the CFTC if the registered investment company invests in one or more commodity pools. To the extent a Fund uses CFTC","page_number":13,"box":{"x":89,"y":618,"width":866,"height":13}},{"id":"c56a608c-baae-4537-b1a0-6731914f8ab3","block_type":"box","text":"Derivatives, it intends to do so below such prescribed levels and intends not to market itself as a “commodity pool” or a","page_number":13,"box":{"x":89,"y":633,"width":834,"height":13}},{"id":"c487906e-4004-4c4b-b3ef-4c9670eee7d0","block_type":"box","text":"vehicle for trading such instruments.","page_number":13,"box":{"x":88,"y":649,"width":256,"height":12}},{"id":"84f529cf-96d8-428b-954a-529092c6e556","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":13,"box":{"x":89,"y":675,"width":873,"height":12}},{"id":"91b5903e-6635-48ea-a8af-23aee65837fd","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":13,"box":{"x":89,"y":690,"width":868,"height":13}},{"id":"601c08b8-3035-43a9-8764-fa17485273de","block_type":"box","text":"pool operator” under the CEA with respect to the Funds.","page_number":13,"box":{"x":89,"y":705,"width":393,"height":13}},{"id":"2e687814-a719-4768-8303-86083dbf3118","block_type":"box","text":"The iShares Environmentally Aware Real Estate ETF, iShares Global Clean Energy ETF, iShares Global REIT ETF, iShares","page_number":13,"box":{"x":88,"y":732,"width":819,"height":12}},{"id":"8ad884d3-32a5-4f18-975a-039e99cb6e64","block_type":"box","text":"International Developed Real Estate ETF and iShares International Select Dividend ETF (the “No-Action Letter Funds”) may","page_number":13,"box":{"x":89,"y":747,"width":856,"height":12}},{"id":"b513aa7b-462e-4501-b575-f5b047cb1706","block_type":"box","text":"also have investments in “underlying funds” (and such underlying funds themselves may invest in underlying funds) not","page_number":13,"box":{"x":89,"y":762,"width":842,"height":12}},{"id":"1626581a-fe51-42ef-8c6d-169a143a3b8e","block_type":"box","text":"advised by BFA (the term “underlying fund” for purposes of the no-action letter referenced below may include, but is not","page_number":13,"box":{"x":89,"y":777,"width":844,"height":12}},{"id":"002e5470-d312-4f3a-8980-0c301275b491","block_type":"box","text":"limited to, certain securitized vehicles, mortgage or international real estate investment trusts, business development","page_number":13,"box":{"x":89,"y":792,"width":818,"height":13}},{"id":"ded238c8-dc0a-481e-a416-afafe249cbfb","block_type":"box","text":"companies and, investment companies that may invest in CFTC Derivatives or in any of the foregoing), and therefore may be","page_number":13,"box":{"x":89,"y":807,"width":870,"height":13}},{"id":"af50eafb-5cd5-43cf-83bb-0b2b1b555e7b","block_type":"box","text":"viewed by the CFTC as commodity pools. BFA may not have transparency into the holdings of these underlying funds","page_number":13,"box":{"x":88,"y":822,"width":821,"height":13}},{"id":"8b784976-ca70-4dde-9ef1-069fde05e5fb","block_type":"box","text":"because they are not advised by BFA. To address this issue of lack of transparency, the CFTC staff issued a no-action letter on","page_number":13,"box":{"x":89,"y":838,"width":873,"height":12}},{"id":"179d42f4-2d92-4b1d-bd4c-6be9b7b9fba7","block_type":"box","text":"November 29, 2012 permitting the adviser of a fund that invests in such underlying funds and that would otherwise have","page_number":13,"box":{"x":89,"y":853,"width":846,"height":12}},{"id":"46d9a27e-e163-47bc-81b5-dafa2b1cd9aa","block_type":"box","text":"6","page_number":13,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"28df2f33-1ab8-4c18-93b1-29ee0940ee5b","block_type":"box","text":"filed a claim of exclusion pursuant to CFTC Rule 4.5 to delay registration as a “commodity pool operator” until six months","page_number":14,"box":{"x":88,"y":44,"width":851,"height":12}},{"id":"8d73ec1c-ef95-4e78-b908-b6963656c00b","block_type":"box","text":"from the date on which the CFTC issues additional guidance on the treatment of CFTC Derivatives held by underlying funds.","page_number":14,"box":{"x":88,"y":59,"width":869,"height":12}},{"id":"6f23aee0-1cd0-4a3b-9ce3-23a32d9fbe34","block_type":"box","text":"BFA, the adviser of the No-Action Letter Funds, has filed a claim with the CFTC for such fund to rely on this no-action relief.","page_number":14,"box":{"x":89,"y":74,"width":861,"height":12}},{"id":"d542cd95-8f94-4932-be2c-23e96a918f6e","block_type":"box","text":"Accordingly, BFA is not currently subject to registration or regulation as a “commodity pool operator” under the CEA in","page_number":14,"box":{"x":88,"y":89,"width":830,"height":13}},{"id":"06148209-df15-4311-b155-dce10a728155","block_type":"box","text":"respect of such fund.","page_number":14,"box":{"x":89,"y":104,"width":146,"height":13}},{"id":"e39e5be3-e518-4419-b6fe-cb24481db105","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and non-deliverable forwards, are subject to","page_number":14,"box":{"x":89,"y":131,"width":849,"height":12}},{"id":"0fd54d57-7ac3-45d1-ae71-4c725e2dce13","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":14,"box":{"x":89,"y":146,"width":873,"height":12}},{"id":"dde9942e-b086-4f6c-91a8-56502379052e","block_type":"box","text":"comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, non-deliverable forwards and certain other","page_number":14,"box":{"x":89,"y":161,"width":838,"height":12}},{"id":"5c79eaa9-4e93-499e-ada5-e27aa22c63c1","block_type":"box","text":"derivatives traded in the OTC market are subject to variation margin and initial margin requirements. Implementation of the","page_number":14,"box":{"x":89,"y":176,"width":863,"height":13}},{"id":"5a285156-01de-4a9a-9078-9873c13f2a77","block_type":"box","text":"margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation","page_number":14,"box":{"x":89,"y":191,"width":867,"height":13}},{"id":"7cc6234b-ba69-45f5-97a2-4b73be6f6711","block_type":"box","text":"of swaps and other derivatives have impacted and may continue to impact the costs to a Fund of trading these instruments","page_number":14,"box":{"x":89,"y":206,"width":863,"height":13}},{"id":"35f70d6b-e77d-4c37-b9fc-35d46c80df50","block_type":"box","text":"and, as a result, may affect returns to investors in a Fund.","page_number":14,"box":{"x":89,"y":222,"width":398,"height":12}},{"id":"ab355f7b-9950-4b16-a9c2-215ea71583f9","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits a Fund to enter into Derivatives Transactions (as defined below) and","page_number":14,"box":{"x":89,"y":248,"width":866,"height":12}},{"id":"640893b7-334f-420e-8f55-1410673c1af5","block_type":"box","text":"certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":14,"box":{"x":89,"y":263,"width":842,"height":12}},{"id":"931f52d9-cc7a-4312-9414-985c3065430e","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":14,"box":{"x":89,"y":278,"width":823,"height":13}},{"id":"f037bdaf-e715-450c-a1e8-9674f0a1cfe3","block_type":"box","text":"including the Funds, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":14,"box":{"x":89,"y":293,"width":879,"height":13}},{"id":"3a36ae6e-6156-41e4-a570-a1943272118f","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":14,"box":{"x":88,"y":308,"width":257,"height":13}},{"id":"4009cb7c-ed1c-46df-a34f-3c00910a6971","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":14,"box":{"x":89,"y":335,"width":862,"height":12}},{"id":"cc4adacb-ce3a-4e23-91e6-36b6b886aaf3","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":14,"box":{"x":88,"y":350,"width":871,"height":12}},{"id":"98c662b0-3205-4655-8c9d-c54d6b51194a","block_type":"box","text":"or any similar instrument, under which a Fund is or may be required to make any payment or delivery of cash or other assets","page_number":14,"box":{"x":89,"y":365,"width":871,"height":12}},{"id":"6d5521d9-c632-47ac-9004-ecfc2b5d5728","block_type":"box","text":"during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or otherwise;","page_number":14,"box":{"x":89,"y":380,"width":867,"height":13}},{"id":"cc20743b-92f8-4209-8419-204d7ddb5c8a","block_type":"box","text":"(2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (","page_number":14,"box":{"x":89,"y":395,"width":702,"height":13}},{"id":"3683862e-f9cd-4afd-a038-1a789507631d","block_type":"box","text":"e.g.","page_number":14,"box":{"x":793,"y":398,"width":22,"height":10}},{"id":"910b1c33-cc58-4899-a2e8-04e0b6401b55","block_type":"box","text":", recourse and non","page_number":14,"box":{"x":818,"y":395,"width":135,"height":12}},{"id":"7ea58566-2c18-49e5-929e-f62cd77957f3","block_type":"box","text":"recourse tender option bonds, and borrowed bonds), if a Fund elects to treat these transactions as Derivatives Transactions","page_number":14,"box":{"x":89,"y":410,"width":863,"height":13}},{"id":"698553e1-0e36-4b0c-abee-2162907bcd91","block_type":"box","text":"under Rule 18f-4; and (4) when-issued or forward-settling securities (","page_number":14,"box":{"x":89,"y":426,"width":487,"height":12}},{"id":"387c4687-5520-4fbb-bf8a-ad57a4e4fee4","block_type":"box","text":"e.g.","page_number":14,"box":{"x":577,"y":429,"width":23,"height":9}},{"id":"baecd1d7-9fae-4a53-9f58-300607f71930","block_type":"box","text":", firm and standby commitments, including to-be","page_number":14,"box":{"x":602,"y":426,"width":350,"height":12}},{"id":"73c0f7bb-7ada-4bfe-bc92-2386cb218084","block_type":"box","text":"announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to","page_number":14,"box":{"x":89,"y":441,"width":870,"height":12}},{"id":"a5092f54-77cd-421e-869c-59246b3940ca","block_type":"box","text":"physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed-Settlement","page_number":14,"box":{"x":89,"y":456,"width":834,"height":12}},{"id":"602f7804-5737-4993-9f01-d75aa4da345e","block_type":"box","text":"Securities Provision”).","page_number":14,"box":{"x":88,"y":471,"width":152,"height":12}},{"id":"345554b4-a3be-4d92-989d-1896b018e5eb","block_type":"box","text":"Unless a Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f-4","page_number":14,"box":{"x":89,"y":497,"width":872,"height":13}},{"id":"87ed9831-e4e5-422c-95c3-47c2fa15fac9","block_type":"box","text":"with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires a Fund to adopt and implement a","page_number":14,"box":{"x":88,"y":513,"width":830,"height":12}},{"id":"c6459384-559f-414a-90e9-72843acef7cf","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":14,"box":{"x":89,"y":528,"width":875,"height":12}},{"id":"62e81a64-0b13-4462-acfc-9015f43c9779","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":14,"box":{"x":89,"y":543,"width":846,"height":12}},{"id":"6e4400ab-35d9-4c64-8f36-303a1fd69935","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":14,"box":{"x":89,"y":558,"width":839,"height":12}},{"id":"adcc030d-8b90-4270-82c9-563303c051c7","block_type":"box","text":"reports to the Board.","page_number":14,"box":{"x":89,"y":573,"width":142,"height":12}},{"id":"e424cc27-6e87-4a31-b70a-ef9c04c6ddea","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if a Fund’s “derivatives exposure”","page_number":14,"box":{"x":89,"y":599,"width":868,"height":13}},{"id":"9218b9c5-f516-466c-b7d8-a7cfd4f07655","block_type":"box","text":"(as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the Fund","page_number":14,"box":{"x":89,"y":615,"width":830,"height":12}},{"id":"e594f370-21db-494d-b1b5-58059d3e49cc","block_type":"box","text":"adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the “Limited","page_number":14,"box":{"x":89,"y":630,"width":850,"height":12}},{"id":"f77d822e-c459-4593-a871-5b9742608584","block_type":"box","text":"Derivatives User Exception”).","page_number":14,"box":{"x":89,"y":645,"width":201,"height":12}},{"id":"2289ad9a-0047-45f9-9120-9200752c95d5","block_type":"box","text":"Repurchase Agreements.","page_number":14,"box":{"x":89,"y":671,"width":180,"height":13}},{"id":"0b6b677b-61bc-4d63-9297-e4d8d97df05b","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":14,"box":{"x":278,"y":671,"width":494,"height":13}},{"id":"25888a98-c9f2-4574-887a-69da09faea78","block_type":"box","text":"i.e.","page_number":14,"box":{"x":773,"y":672,"width":18,"height":9}},{"id":"0bcf6a1b-26c0-4868-81f3-26e6bd9b3f9a","block_type":"box","text":", a Fund) acquires a","page_number":14,"box":{"x":793,"y":671,"width":136,"height":13}},{"id":"114c5852-9e04-4c8d-9cae-d7e2f1068f6b","block_type":"box","text":"security and the seller agrees, at the time of the sale, to repurchase the security at a mutually agreed-upon time and price,","page_number":14,"box":{"x":89,"y":686,"width":854,"height":13}},{"id":"4343e30b-94da-433b-bf53-1363c549de10","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":14,"box":{"x":88,"y":702,"width":822,"height":12}},{"id":"e50ea2e3-5297-441f-bd4d-1eee7c5a0d27","block_type":"box","text":"collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser. If a repurchase","page_number":14,"box":{"x":89,"y":717,"width":828,"height":12}},{"id":"81afba78-7f5e-4dce-8796-89ccf7e90538","block_type":"box","text":"agreement is construed to be a collateralized loan, the underlying securities will not be considered to be owned by a Fund but","page_number":14,"box":{"x":89,"y":732,"width":878,"height":12}},{"id":"8d9ea378-f51a-4adb-bb4d-27593cb6edc5","block_type":"box","text":"only to constitute collateral for the seller’s obligation to pay the repurchase price, and, in the event of a default by the seller,","page_number":14,"box":{"x":89,"y":747,"width":860,"height":12}},{"id":"dbc08057-57ac-4a37-ade8-6141ecbb5b3b","block_type":"box","text":"the Fund may suffer time delays and incur costs or losses in connection with the disposition of the collateral.","page_number":14,"box":{"x":88,"y":762,"width":761,"height":12}},{"id":"a11841b7-045c-4ee0-95df-80754be8c45d","block_type":"box","text":"In any repurchase transaction, the collateral for a repurchase agreement may include: (i) cash items; (ii) obligations issued by","page_number":14,"box":{"x":89,"y":788,"width":875,"height":13}},{"id":"e01abb18-63ce-4eed-9a02-5ab8c0787cd4","block_type":"box","text":"the U.S. government or its agencies or instrumentalities; or (iii) obligations that, at the time the repurchase agreement is","page_number":14,"box":{"x":88,"y":804,"width":841,"height":12}},{"id":"3f511cc9-f1f0-47b3-9637-738f9f3d9b06","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":14,"box":{"x":89,"y":819,"width":811,"height":12}},{"id":"6fe06f22-68d2-41ec-887c-be72e43091a6","block_type":"box","text":"sufficiently liquid such that they can be sold at approximately their carrying value in the ordinary course of business within","page_number":14,"box":{"x":89,"y":834,"width":856,"height":12}},{"id":"f8201a48-7142-4fba-aba8-dbf952057aac","block_type":"box","text":"seven days.","page_number":14,"box":{"x":89,"y":849,"width":78,"height":12}},{"id":"231c59e7-984c-4c9b-9697-8a3c1bca9c25","block_type":"box","text":"7","page_number":14,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"0801d62b-a1c5-4e9c-8e01-1b93ad231fc7","block_type":"box","text":"Repurchase agreements pose certain risks for a Fund, should it decide to utilize them. Such risks are not unique to the Funds,","page_number":15,"box":{"x":89,"y":44,"width":875,"height":12}},{"id":"4e387551-0282-4eb2-bcc0-b02d3f8e038a","block_type":"box","text":"but are inherent in repurchase agreements. A Fund seeks to minimize such risks, but because of the inherent legal","page_number":15,"box":{"x":89,"y":59,"width":797,"height":12}},{"id":"efd51864-3551-4d25-9f64-40f4bca5dc43","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":15,"box":{"x":89,"y":74,"width":873,"height":12}},{"id":"587629df-a433-4006-8fd1-cb353d9e5cc6","block_type":"box","text":"a longer maturity may be subject to greater price fluctuations than higher quality collateral and collateral with a shorter","page_number":15,"box":{"x":89,"y":89,"width":836,"height":13}},{"id":"649d25f6-b264-45f5-82df-c7b7a90bd903","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":15,"box":{"x":89,"y":104,"width":871,"height":13}},{"id":"20b027b0-3752-4a4a-bdb0-079e4bb4e160","block_type":"box","text":"than higher quality collateral. Should the counterparty default and the amount of collateral not be sufficient to cover the","page_number":15,"box":{"x":88,"y":119,"width":841,"height":13}},{"id":"de9b2232-49fd-4d35-acc4-08e2ddae6418","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":15,"box":{"x":89,"y":135,"width":845,"height":12}},{"id":"2cc32ae9-dc8a-4cb2-a2aa-d6284ad34cf2","block_type":"box","text":"i.e.","page_number":15,"box":{"x":935,"y":136,"width":18,"height":8}},{"id":"ecc6b596-9a0f-43a3-aa97-07c367a13ed2","block_type":"box","text":",","page_number":15,"box":{"x":955,"y":143,"width":2,"height":3}},{"id":"6cd8ef38-2029-4f5d-a021-d1336f5128cf","block_type":"box","text":"the position a Fund would normally be in if it were to hold, pursuant to its investment policies, other unsecured debt","page_number":15,"box":{"x":88,"y":150,"width":814,"height":12}},{"id":"b426c300-0b58-4f9c-b6d2-18954e15100e","block_type":"box","text":"securities of the defaulting counterparty) with respect to the amount of the shortfall. As an unsecured creditor, a Fund would","page_number":15,"box":{"x":89,"y":165,"width":875,"height":12}},{"id":"40780607-3cd4-4b73-94f1-b32035972f8c","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":15,"box":{"x":89,"y":180,"width":598,"height":12}},{"id":"795ffd31-0c87-4357-bf97-4d4a604059c7","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":15,"box":{"x":89,"y":206,"width":240,"height":13}},{"id":"6206f83e-4e5d-44dd-9b75-792d230a97f7","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":15,"box":{"x":339,"y":206,"width":577,"height":13}},{"id":"46b52809-9320-4378-9236-4ae25dbca42e","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":15,"box":{"x":89,"y":222,"width":839,"height":12}},{"id":"e98b624b-9c3c-4eca-aff4-8c469592f03d","block_type":"box","text":"Generally, the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities","page_number":15,"box":{"x":89,"y":237,"width":869,"height":12}},{"id":"0800ad0f-2e3d-4c88-b8a9-3e43e2f83f57","block_type":"box","text":"involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some of the","page_number":15,"box":{"x":89,"y":252,"width":840,"height":12}},{"id":"01f57ab5-403c-4c96-baf7-6337579df680","block_type":"box","text":"interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to","page_number":15,"box":{"x":89,"y":267,"width":853,"height":12}},{"id":"7663b457-f5f7-46a2-abbb-3540a5ed963a","block_type":"box","text":"earn a rate of interest on the cash derived from these transactions that is greater than the interest cost of obtaining the same","page_number":15,"box":{"x":89,"y":282,"width":874,"height":12}},{"id":"07312e35-b578-43f9-b908-f24abe9cddd3","block_type":"box","text":"amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required","page_number":15,"box":{"x":89,"y":297,"width":868,"height":12}},{"id":"02b3422d-0398-4f99-bf64-25bd2ee4b596","block_type":"box","text":"to be paid may not always be available, and a Fund intends to use the reverse repurchase technique only when BFA believes it","page_number":15,"box":{"x":88,"y":312,"width":878,"height":13}},{"id":"febce757-5bbe-4174-a4e8-d3c8ab76dd07","block_type":"box","text":"will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any increase or decrease in the","page_number":15,"box":{"x":88,"y":327,"width":875,"height":13}},{"id":"2d916060-11cc-4d1a-a489-385afa8417cc","block_type":"box","text":"value of a Fund’s assets. The use of reverse repurchase agreements is a form of leverage, and the proceeds obtained by a","page_number":15,"box":{"x":88,"y":342,"width":846,"height":13}},{"id":"89f332fe-c366-4fd1-b69d-eabc633f536f","block_type":"box","text":"Fund through reverse repurchase agreements may be invested in additional securities.","page_number":15,"box":{"x":89,"y":358,"width":602,"height":12}},{"id":"1ad205c6-cb86-4dfa-9f8b-fbd379f51bfc","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits a Fund to enter into reverse repurchase agreements and similar","page_number":15,"box":{"x":89,"y":384,"width":832,"height":12}},{"id":"a3a92c6c-a05f-484e-845a-53a74be11a1c","block_type":"box","text":"financing transactions (","page_number":15,"box":{"x":88,"y":399,"width":166,"height":13}},{"id":"43767f30-e2b9-4db7-9180-5da2374dbdf4","block_type":"box","text":"e.g.,","page_number":15,"box":{"x":255,"y":402,"width":26,"height":10}},{"id":"972b80ee-0890-4dff-afed-849da2bf0bae","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":15,"box":{"x":288,"y":399,"width":613,"height":13}},{"id":"b8904f6f-4325-4e68-b6b6-e7cd4457b584","block_type":"box","text":"limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that a Fund either (i)","page_number":15,"box":{"x":89,"y":414,"width":855,"height":13}},{"id":"a754a26e-b61a-4b31-aabf-f67cbdb10937","block_type":"box","text":"complies with the 300% asset coverage ratio with respect to such transactions and any other borrowings in the aggregate, or","page_number":15,"box":{"x":89,"y":429,"width":878,"height":13}},{"id":"8468ff22-8501-443b-8353-8c80396db0e3","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":15,"box":{"x":89,"y":445,"width":556,"height":12}},{"id":"98cab8d7-f045-4ee1-8871-2a8523586fb0","block_type":"box","text":"Regulation Regarding Derivatives","page_number":15,"box":{"x":647,"y":445,"width":230,"height":12}},{"id":"2e8bf12a-9ead-4b37-bce0-85ecf0f897bb","block_type":"box","text":"” above.)","page_number":15,"box":{"x":878,"y":445,"width":61,"height":12}},{"id":"f5703fbd-707b-4940-b499-702ef4b74ac7","block_type":"box","text":"Securities of Investment Companies.","page_number":15,"box":{"x":88,"y":471,"width":263,"height":12}},{"id":"615fe064-f87b-4e5d-8e07-3cc298d0faa6","block_type":"box","text":"Each Fund may invest in the securities of other investment companies (including","page_number":15,"box":{"x":361,"y":471,"width":563,"height":12}},{"id":"f734da4f-9597-4a17-b3b8-f6012cd0a46f","block_type":"box","text":"money market funds) and real estate investment trusts (“REITs”) to the extent permitted by law. Pursuant to the 1940 Act, a","page_number":15,"box":{"x":89,"y":486,"width":868,"height":12}},{"id":"0525807a-8a75-473d-bd61-5386a2e9524e","block_type":"box","text":"Fund’s investment in registered investment companies is generally limited to, subject to certain exceptions: (i) 3% of the total","page_number":15,"box":{"x":89,"y":501,"width":876,"height":13}},{"id":"babc4c59-7f24-4e36-97ee-a52da3009e53","block_type":"box","text":"outstanding voting stock of any one investment company; (ii) 5% of a Fund’s total assets with respect to any one investment","page_number":15,"box":{"x":89,"y":516,"width":874,"height":13}},{"id":"530e2c85-c779-4a05-811b-e2b45695d5c4","block_type":"box","text":"company; and (iii) 10% of a Fund’s total assets with respect to investment companies in the aggregate. Other investment","page_number":15,"box":{"x":89,"y":531,"width":848,"height":13}},{"id":"5e001ae8-324b-4f4f-be5a-f7b34a53f2d3","block_type":"box","text":"companies in which a Fund may invest can be expected to incur fees and expenses for operations, such as investment","page_number":15,"box":{"x":89,"y":547,"width":826,"height":12}},{"id":"3e2f3611-60c1-43b8-8031-7292904bbdbd","block_type":"box","text":"advisory and administration fees, which would be in addition to those incurred by the Fund. Pursuant to guidance issued by","page_number":15,"box":{"x":89,"y":562,"width":865,"height":12}},{"id":"d050d478-7d70-4c4d-88a8-7a2ef9930e48","block_type":"box","text":"the SEC staff, fees and expenses of money market funds used for cash collateral received in connection with loans of","page_number":15,"box":{"x":88,"y":577,"width":817,"height":12}},{"id":"8f17a984-5068-421c-8d02-c8e97a636277","block_type":"box","text":"securities are not treated as Acquired Fund Fees and Expenses, which reflect a Fund’s","page_number":15,"box":{"x":89,"y":592,"width":597,"height":12}},{"id":"95156d15-fd27-4b2c-b90b-8659ae7d0aa3","block_type":"box","text":"pro rata","page_number":15,"box":{"x":690,"y":593,"width":56,"height":11}},{"id":"3972f384-3066-4d26-8316-ea8c918fdcd1","block_type":"box","text":"share of the fees and expenses","page_number":15,"box":{"x":751,"y":592,"width":214,"height":12}},{"id":"efa5e813-4686-42d3-972b-d1ca780b3aea","block_type":"box","text":"incurred by investing in other investment companies (as disclosed in the Prospectus, as applicable).","page_number":15,"box":{"x":89,"y":607,"width":695,"height":12}},{"id":"9e281ef9-98a7-4c08-b9ff-719626874981","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":15,"box":{"x":88,"y":633,"width":386,"height":13}},{"id":"e384b9bb-04f8-4d16-9244-d9463897e040","block_type":"box","text":"Each Fund may invest in short-term instruments, including money","page_number":15,"box":{"x":484,"y":633,"width":464,"height":13}},{"id":"c4f77ed4-24f3-4c22-b54e-df34abae790b","block_type":"box","text":"market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally","page_number":15,"box":{"x":89,"y":649,"width":858,"height":12}},{"id":"9d46cad5-a157-455a-95f0-1b3325f750f6","block_type":"box","text":"short-term investments that may include, but are not limited to: (i) shares of money market funds (including those advised","page_number":15,"box":{"x":89,"y":664,"width":860,"height":12}},{"id":"c786ed3f-fb26-4bac-8e55-1a0bf502280c","block_type":"box","text":"by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":15,"box":{"x":89,"y":679,"width":814,"height":12}},{"id":"6cb7e025-1c7d-4190-82b9-26f2acb8a879","block_type":"box","text":"instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’","page_number":15,"box":{"x":89,"y":694,"width":840,"height":12}},{"id":"b1d9d38e-8c85-45b9-935c-61233dab1f33","block_type":"box","text":"acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non-U.S. branches) and similar","page_number":15,"box":{"x":89,"y":709,"width":870,"height":12}},{"id":"5e0f4cbc-788d-45c9-892c-02b4f971cec8","block_type":"box","text":"institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s","page_number":15,"box":{"x":89,"y":724,"width":612,"height":13}},{"id":"336965fa-1dde-4479-a5b6-ea43aea25747","block_type":"box","text":"®","page_number":15,"box":{"x":702,"y":723,"width":9,"height":6}},{"id":"bc52bd11-e0e2-435d-b970-fe0daf8b8751","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":15,"box":{"x":717,"y":724,"width":214,"height":13}},{"id":"1ac73c3b-52b4-496c-96b1-a7161e99885d","block_type":"box","text":"Fitch Ratings, Inc., or “A-1” by Standard & Poor’s Global Ratings, a subsidiary of S&P Global, Inc., or if unrated, of comparable","page_number":15,"box":{"x":89,"y":739,"width":870,"height":13}},{"id":"b0dec14e-4df6-41ca-b455-216cfe321bde","block_type":"box","text":"quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":15,"box":{"x":89,"y":754,"width":534,"height":13}},{"id":"ce34c528-3765-497d-8f66-571c746199d8","block_type":"box","text":"e.g.","page_number":15,"box":{"x":624,"y":757,"width":23,"height":10}},{"id":"7e020931-3de6-48af-9f77-32c1f03c464c","block_type":"box","text":", bonds and debentures) with remaining","page_number":15,"box":{"x":649,"y":754,"width":280,"height":13}},{"id":"3a3d80eb-9168-469a-b93e-00914bae0ff8","block_type":"box","text":"maturities at the date of purchase of not more than 397 days and that have been determined to present minimal credit risks,","page_number":15,"box":{"x":89,"y":770,"width":870,"height":12}},{"id":"cefbb90f-b62d-45d7-bf78-8be13767d1a3","block_type":"box","text":"in accordance with the requirements set forth in Rule 2a-7 under the 1940 Act; (vi) repurchase agreements; and (vii) short","page_number":15,"box":{"x":89,"y":785,"width":861,"height":12}},{"id":"66c66715-f8ff-4af6-a6c4-8df9ebfda8be","block_type":"box","text":"term U.S. dollar-denominated obligations of non-U.S. banks (including U.S. branches) that, in the opinion of BFA, are of","page_number":15,"box":{"x":88,"y":800,"width":836,"height":12}},{"id":"09941ef0-b90a-45f6-b813-b10c053c48d3","block_type":"box","text":"comparable quality to obligations of U.S. banks that may be purchased by a Fund. Any of these instruments may be","page_number":15,"box":{"x":89,"y":815,"width":807,"height":12}},{"id":"5a887185-2751-44c0-b549-572cb9131589","block_type":"box","text":"purchased on a current or forward-settled basis. Time deposits are non-negotiable deposits maintained in banking","page_number":15,"box":{"x":89,"y":830,"width":801,"height":12}},{"id":"05b670f5-b322-463b-8294-f9269bccd785","block_type":"box","text":"institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on commercial","page_number":15,"box":{"x":89,"y":845,"width":861,"height":12}},{"id":"b2975939-3b7d-484e-9265-97d4b26c2d7e","block_type":"box","text":"banks by borrowers, usually in connection with international transactions.","page_number":15,"box":{"x":89,"y":860,"width":516,"height":13}},{"id":"195d4771-98dd-4206-b79c-0412d811b526","block_type":"box","text":"8","page_number":15,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"4b9f3f83-5a58-4b01-a7ed-ae5ced71cf32","block_type":"box","text":"Swap Agreements.","page_number":16,"box":{"x":88,"y":44,"width":134,"height":12}},{"id":"3db6f43e-d49a-4780-a541-a92f4347ee75","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":16,"box":{"x":231,"y":44,"width":735,"height":12}},{"id":"65c6d7a3-c53e-4cf0-9d9c-3e1d08970731","block_type":"box","text":"the other party based on a pre-determined underlying investment or notional amount. In return, the other party agrees to","page_number":16,"box":{"x":88,"y":59,"width":850,"height":12}},{"id":"71fa1703-0b88-4581-b860-124679b8de7f","block_type":"box","text":"make periodic payments to the first party based on the return (or a differential in rate of return) earned or realized on the","page_number":16,"box":{"x":89,"y":74,"width":843,"height":12}},{"id":"71d34dbb-f384-4727-b69f-a9d626c71706","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with a Fund receiving","page_number":16,"box":{"x":89,"y":89,"width":869,"height":13}},{"id":"0c2a8b15-f201-4983-a284-a6b92510e029","block_type":"box","text":"or paying only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations over its","page_number":16,"box":{"x":89,"y":104,"width":843,"height":13}},{"id":"21492d96-2640-4676-8b90-856c497c676a","block_type":"box","text":"entitlements with respect to each swap is accrued on a daily basis.","page_number":16,"box":{"x":89,"y":119,"width":464,"height":13}},{"id":"989082ef-6952-4b16-9c90-d7e021905e83","block_type":"box","text":"Certain of the Funds may enter into swap agreements, including currency swaps, interest rate swaps and index swaps, or","page_number":16,"box":{"x":89,"y":146,"width":848,"height":12}},{"id":"87e13449-35d3-433d-86b5-f46972d59352","block_type":"box","text":"total return swaps (some of which may be referred to as contracts for difference or “CFDs”). The use of swaps is a highly","page_number":16,"box":{"x":88,"y":161,"width":846,"height":12}},{"id":"7c5ff92e-c821-482d-9895-8e577fd2f061","block_type":"box","text":"specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio","page_number":16,"box":{"x":89,"y":176,"width":836,"height":13}},{"id":"3a20a877-cf11-492d-9132-9f3585ee8268","block_type":"box","text":"security transactions. These transactions generally do not involve the delivery of securities or other underlying assets.","page_number":16,"box":{"x":89,"y":191,"width":821,"height":13}},{"id":"5b83c014-6b0a-421a-bd82-63df5b805f7f","block_type":"box","text":"Tracking Stocks.","page_number":16,"box":{"x":88,"y":218,"width":119,"height":12}},{"id":"d9b18fc7-b7fe-4862-9562-8710eaea21da","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":16,"box":{"x":215,"y":218,"width":728,"height":12}},{"id":"97577c74-c0c2-42fa-92f3-82bbdb19bc73","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":16,"box":{"x":89,"y":233,"width":869,"height":12}},{"id":"a7d74054-e9f4-4bb1-b3fe-c489e4f9a264","block_type":"box","text":"tracking stock may pay dividends to shareholders independent of the parent company. The parent company, rather than the","page_number":16,"box":{"x":88,"y":248,"width":867,"height":12}},{"id":"5e9471ee-17ac-478f-98cc-fdc3d607093d","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":16,"box":{"x":89,"y":263,"width":851,"height":12}},{"id":"b8778423-25c6-4156-9178-098aafd5837e","block_type":"box","text":"same rights as holders of the company’s common stock.","page_number":16,"box":{"x":89,"y":278,"width":395,"height":13}},{"id":"fc3067bd-9bae-4d29-b68f-35866af15b62","block_type":"box","text":"Future Developments.","page_number":16,"box":{"x":89,"y":305,"width":157,"height":12}},{"id":"eb1af129-a637-48ad-ac98-4d2077dcf253","block_type":"box","text":"The Board may, in the future, authorize each Fund to invest in securities contracts and investments,","page_number":16,"box":{"x":255,"y":305,"width":694,"height":12}},{"id":"bc02db1a-1b7f-4745-8551-eb2e6bc9db19","block_type":"box","text":"other than those listed in this SAI and in the applicable Prospectuses, provided they are consistent with each Fund’s","page_number":16,"box":{"x":89,"y":320,"width":809,"height":12}},{"id":"790a1a5a-7ae7-4fa6-a4d0-9492ac0401ed","block_type":"box","text":"investment objective and do not violate any of its investment restrictions or policies.","page_number":16,"box":{"x":89,"y":335,"width":586,"height":12}},{"id":"5dae687a-14c0-401e-a98e-51d73d9ed56e","block_type":"box","text":"General Considerations and Risks","page_number":16,"box":{"x":90,"y":366,"width":559,"height":23}},{"id":"66f5b516-80f1-4fef-9e43-f4de359df77b","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in a Fund is contained in the applicable Prospectus.","page_number":16,"box":{"x":88,"y":407,"width":876,"height":12}},{"id":"bce9be51-52dc-4861-81d8-b0d05754cf1c","block_type":"box","text":"An investment in a Fund should be made with an understanding that the value of the Fund’s portfolio securities may","page_number":16,"box":{"x":88,"y":433,"width":817,"height":13}},{"id":"b2c190ae-2828-442d-817d-b79aef99b8a0","block_type":"box","text":"fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of stocks in","page_number":16,"box":{"x":88,"y":448,"width":874,"height":13}},{"id":"b6b409f3-1612-4131-abeb-1cc6087450c5","block_type":"box","text":"general, and other factors that affect the market. The order of the below risk factors does not indicate the significance of any","page_number":16,"box":{"x":89,"y":463,"width":873,"height":13}},{"id":"9cec1deb-fc13-4173-9202-091e367c9245","block_type":"box","text":"particular risk factor.","page_number":16,"box":{"x":89,"y":479,"width":142,"height":12}},{"id":"2777848b-aaea-4e3b-9f90-63c18e567e61","block_type":"box","text":"Borrowing Risk.","page_number":16,"box":{"x":89,"y":505,"width":112,"height":12}},{"id":"fc06cf99-0cbd-442f-b5d4-f080c7aa6892","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":16,"box":{"x":211,"y":505,"width":712,"height":12}},{"id":"e96851a6-de4c-4676-ad8d-2e18f29a7d2a","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":16,"box":{"x":89,"y":520,"width":850,"height":12}},{"id":"f6c948d0-5320-4b78-ac57-dc4203a51ba9","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":16,"box":{"x":89,"y":535,"width":831,"height":13}},{"id":"06b68c3a-97b6-4392-8c21-5928ee8941ae","block_type":"box","text":"Custody Risk.","page_number":16,"box":{"x":89,"y":562,"width":96,"height":12}},{"id":"ed517fff-3fa2-4278-b892-c91041fd8f72","block_type":"box","text":"Custody risk refers to the risks inherent in the process of clearing and settling trades and to the holding of","page_number":16,"box":{"x":195,"y":562,"width":741,"height":12}},{"id":"781e00ce-0242-4250-9d2b-cf9e22a12181","block_type":"box","text":"securities, cash and other assets by local banks, agents and depositories. Low trading volumes and volatile prices in less","page_number":16,"box":{"x":89,"y":577,"width":838,"height":12}},{"id":"b51f016d-110b-4392-a673-890c2eb4d37e","block_type":"box","text":"developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to","page_number":16,"box":{"x":89,"y":592,"width":875,"height":12}},{"id":"5e8ae71c-3d9d-47a9-9a0b-b9a43c62a924","block_type":"box","text":"hold securities in designated depositories that may not be subject to independent evaluation. Local agents are held only to","page_number":16,"box":{"x":89,"y":607,"width":857,"height":12}},{"id":"d6533b17-d1e0-481f-b763-f0659ff224eb","block_type":"box","text":"the standards of care of their local markets, and thus may be subject to limited or no government oversight. Communications","page_number":16,"box":{"x":88,"y":622,"width":880,"height":12}},{"id":"78218458-c648-4d92-be83-a11fdc1fb65e","block_type":"box","text":"between the U.S. and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of","page_number":16,"box":{"x":89,"y":637,"width":854,"height":13}},{"id":"bf9005ba-0312-4c6f-8bbe-9ee878ddab30","block_type":"box","text":"security certificates. In general, the less developed a country’s securities market is, the greater the likelihood of custody","page_number":16,"box":{"x":89,"y":652,"width":833,"height":13}},{"id":"cff4a119-59de-4643-b33a-e8dbea5b0f3a","block_type":"box","text":"problems. Practices in relation to the settlement of securities transactions in emerging markets involve higher risks than","page_number":16,"box":{"x":89,"y":668,"width":837,"height":12}},{"id":"4efcb1de-5735-459f-af54-25fc219ce288","block_type":"box","text":"those in developed markets, in part because of the use of brokers and counterparties that are often less well capitalized, and","page_number":16,"box":{"x":88,"y":683,"width":868,"height":12}},{"id":"35164a90-dbca-4f09-a943-9693a2c2bd91","block_type":"box","text":"custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence or undue","page_number":16,"box":{"x":89,"y":698,"width":814,"height":12}},{"id":"28a917b1-60e5-409b-99ae-ede187bd3566","block_type":"box","text":"influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with","page_number":16,"box":{"x":89,"y":713,"width":845,"height":12}},{"id":"7fe79fe3-29c5-4d7f-b3fd-f37b58230fc5","block_type":"box","text":"other factors, could result in ownership registration being lost. In addition, the laws of certain countries may put limits on a","page_number":16,"box":{"x":89,"y":728,"width":860,"height":12}},{"id":"c7fa7817-2e2e-4826-a5d2-36337a991a9e","block_type":"box","text":"Fund’s ability to recover its assets if a foreign bank or depository or issuer of a security or an agent of any of the foregoing","page_number":16,"box":{"x":89,"y":743,"width":851,"height":12}},{"id":"a325a989-35e9-4e76-81e1-0b3280e04ff9","block_type":"box","text":"goes bankrupt. A Fund would absorb any loss resulting from such custody problems and may have no successful claim for","page_number":16,"box":{"x":89,"y":758,"width":858,"height":13}},{"id":"17c8b120-aafc-431d-8558-ed43ee7ab3cb","block_type":"box","text":"compensation.","page_number":16,"box":{"x":89,"y":774,"width":103,"height":12}},{"id":"ee104bc2-4c4a-4027-be56-9c15a19d15be","block_type":"box","text":"Dividend-Paying Stock Risk.","page_number":16,"box":{"x":89,"y":800,"width":201,"height":12}},{"id":"f099c5dd-8f0a-4ad4-a60f-e206c557fd1a","block_type":"box","text":"Investing in dividend-paying stocks involves the risk that such stocks may fall out of favor with","page_number":16,"box":{"x":300,"y":800,"width":660,"height":12}},{"id":"6a8106f4-55e6-41e4-b387-16ffd05b63b9","block_type":"box","text":"investors and underperform the broader market. Companies that issue dividend-paying stocks are not required to pay or","page_number":16,"box":{"x":89,"y":815,"width":842,"height":12}},{"id":"e07df31c-9494-4644-852e-8d08d54fa402","block_type":"box","text":"continue paying dividends on such stocks. It is possible that issuers of the stocks held by a Fund will not declare dividends in","page_number":16,"box":{"x":89,"y":830,"width":871,"height":12}},{"id":"9bdf4712-f610-439a-8996-251015774ae7","block_type":"box","text":"the future or will reduce or eliminate the payment of dividends (including reducing or eliminating anticipated accelerations or","page_number":16,"box":{"x":88,"y":845,"width":879,"height":12}},{"id":"7afb4fff-f020-4b33-8e5a-476dcd8a110a","block_type":"box","text":"increases in the payment of dividends) in the future.","page_number":16,"box":{"x":89,"y":860,"width":363,"height":13}},{"id":"17f4c1da-27bc-4ee1-a75a-e1822448fb64","block_type":"box","text":"9","page_number":16,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"8f6ecd49-eef0-4487-9b46-afed2a65fd5d","block_type":"box","text":"Illiquid Investments Risk.","page_number":17,"box":{"x":89,"y":44,"width":178,"height":12}},{"id":"aa3c9762-cd2d-4497-8fa8-18bff0778b7e","block_type":"box","text":"A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":17,"box":{"x":276,"y":44,"width":651,"height":12}},{"id":"fe8e314b-46b2-4839-84cb-64584a488f25","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":17,"box":{"x":88,"y":59,"width":856,"height":12}},{"id":"01b07a6d-26b3-4b6d-bd56-8f89992c9c33","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":17,"box":{"x":89,"y":74,"width":859,"height":12}},{"id":"220b032f-0e71-475c-80c1-a095efc7e79e","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":17,"box":{"x":89,"y":89,"width":820,"height":13}},{"id":"4cc9cf80-25c1-4faf-b680-1a7f7bc4d57f","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":17,"box":{"x":89,"y":104,"width":818,"height":13}},{"id":"4b154eba-3ca0-4496-ac45-076af21bb37b","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":17,"box":{"x":89,"y":119,"width":856,"height":13}},{"id":"0ad7c260-c3a1-4c90-9d27-c674395e60d7","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":17,"box":{"x":89,"y":135,"width":858,"height":12}},{"id":"8e2154bc-9624-4f0a-a380-03879776676b","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":17,"box":{"x":89,"y":150,"width":790,"height":12}},{"id":"7d5b96a0-1564-4d54-b804-9eff73d5313d","block_type":"box","text":"Infectious Illness Risk.","page_number":17,"box":{"x":89,"y":176,"width":159,"height":10}},{"id":"59ad3958-5e53-40f2-9452-e80f78fd2c9a","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":17,"box":{"x":257,"y":176,"width":708,"height":13}},{"id":"b0afce15-0ca9-4cb3-8ff4-b0303f1e7d02","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":17,"box":{"x":88,"y":191,"width":868,"height":13}},{"id":"81e37351-afd4-45e3-9dd2-fe219e5f7ae1","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":17,"box":{"x":89,"y":206,"width":871,"height":13}},{"id":"1540e44a-8a8c-4267-9596-9b950e9e6847","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":17,"box":{"x":89,"y":222,"width":838,"height":12}},{"id":"ae2a74fd-9deb-435b-bd05-a68898b61e42","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":17,"box":{"x":89,"y":237,"width":850,"height":12}},{"id":"6e5354b2-483e-4f72-a933-dce1677dbafd","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":17,"box":{"x":89,"y":252,"width":865,"height":12}},{"id":"ac72cad3-55aa-4e22-b764-155968332902","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":17,"box":{"x":89,"y":267,"width":863,"height":12}},{"id":"0b75d90d-ae68-4c40-a927-f8c8963c1fb8","block_type":"box","text":"could be present for an extended period of time.","page_number":17,"box":{"x":89,"y":282,"width":337,"height":12}},{"id":"f04f205e-b084-4065-940b-2f81e4073573","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":17,"box":{"x":89,"y":308,"width":845,"height":13}},{"id":"cf53fc54-c7ef-47f1-af9c-f5a9516937b6","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":17,"box":{"x":88,"y":324,"width":857,"height":12}},{"id":"d583e40e-9e69-4827-b703-746eb4fe7c8f","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":17,"box":{"x":89,"y":339,"width":861,"height":12}},{"id":"db521bb4-80b5-471e-83d4-da0a153c39b5","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":17,"box":{"x":89,"y":354,"width":853,"height":12}},{"id":"80c06510-60e0-4305-871d-d41db1fb2736","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":17,"box":{"x":89,"y":369,"width":832,"height":12}},{"id":"81ed043e-7785-4c7e-b9d2-93df3a9583d9","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":17,"box":{"x":89,"y":384,"width":820,"height":12}},{"id":"a71de22f-5754-46b4-9bbf-041a6bfa751b","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":17,"box":{"x":89,"y":399,"width":845,"height":13}},{"id":"0a68193e-eec0-4503-bdb3-153dea81bfc1","block_type":"box","text":"investments.","page_number":17,"box":{"x":89,"y":415,"width":87,"height":9}},{"id":"187292a2-5240-4e31-ac8b-a26b5b87401e","block_type":"box","text":"Money Market Instruments Risk.","page_number":17,"box":{"x":89,"y":441,"width":234,"height":12}},{"id":"308812a2-2943-4900-9900-a15117f212e8","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":17,"box":{"x":332,"y":441,"width":628,"height":12}},{"id":"408317af-c5b2-4324-bdc2-7c596796cfef","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":17,"box":{"x":88,"y":456,"width":843,"height":12}},{"id":"8e52ca3a-1c79-4c2a-9be5-4f1d27439a0b","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":17,"box":{"x":89,"y":471,"width":835,"height":12}},{"id":"9ef80883-7a0a-4841-95c0-ef3b5ed41afe","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":17,"box":{"x":89,"y":486,"width":874,"height":12}},{"id":"e2967f99-c8aa-48e7-a2bf-84893b621fd1","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":17,"box":{"x":89,"y":501,"width":879,"height":13}},{"id":"b83efcdc-3313-4710-b11e-2808d05d5206","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":17,"box":{"x":88,"y":516,"width":709,"height":13}},{"id":"ee8d9709-0319-4c5f-aeef-b97962e2d468","block_type":"box","text":"Operational and Technology Risks.","page_number":17,"box":{"x":89,"y":543,"width":250,"height":12}},{"id":"21b175dc-b8b8-4a9d-8932-812b904f0ab2","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":17,"box":{"x":348,"y":543,"width":593,"height":12}},{"id":"14b1714d-d17f-4277-9ed9-195eb6ab420b","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":17,"box":{"x":89,"y":558,"width":874,"height":12}},{"id":"54b289e2-bbc5-42ed-870f-858109245a0e","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":17,"box":{"x":88,"y":573,"width":864,"height":12}},{"id":"106da288-b81e-419a-b5da-d06ccb7d7bca","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":17,"box":{"x":88,"y":588,"width":839,"height":12}},{"id":"ebc7c59f-2145-4214-83a8-f2a56248beec","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":17,"box":{"x":89,"y":603,"width":876,"height":13}},{"id":"a940dfbb-c1d6-4519-bbd1-40f51e2c6eb3","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":17,"box":{"x":88,"y":618,"width":853,"height":13}},{"id":"54c9577a-a81d-41da-93b6-64a3f65cee4c","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":17,"box":{"x":88,"y":633,"width":859,"height":13}},{"id":"0dc26c74-d5a0-44d2-a2b8-fef9840f3949","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":17,"box":{"x":89,"y":649,"width":852,"height":12}},{"id":"ab1eedee-2985-4f00-a95c-6eccf7f7a293","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":17,"box":{"x":89,"y":664,"width":770,"height":12}},{"id":"ce54c22e-3484-416d-94e7-1eb73bd71cc9","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":17,"box":{"x":89,"y":690,"width":862,"height":13}},{"id":"9039c4a0-8f3d-470a-8309-70301f589213","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":17,"box":{"x":88,"y":705,"width":816,"height":13}},{"id":"2a717359-11c2-40df-893e-fe194eeae3a9","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":17,"box":{"x":89,"y":720,"width":808,"height":13}},{"id":"d4cd1c9b-0ce2-4611-be8a-9e6b30aeea19","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":17,"box":{"x":89,"y":736,"width":862,"height":12}},{"id":"3959c550-6c1b-4e04-878d-e0ab273f586c","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":17,"box":{"x":88,"y":751,"width":798,"height":12}},{"id":"927cba80-d850-45e2-be52-470ec0fd1d0d","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":17,"box":{"x":89,"y":766,"width":815,"height":12}},{"id":"10259c0f-dd03-4627-a8d4-0dfa81997004","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":17,"box":{"x":89,"y":781,"width":831,"height":12}},{"id":"27a6ec00-b51c-4410-8106-a8ca3ca2286c","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":17,"box":{"x":89,"y":796,"width":874,"height":12}},{"id":"bce93843-9236-46e7-9fdf-30bf3af397b2","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":17,"box":{"x":89,"y":811,"width":876,"height":12}},{"id":"bec84cfb-ebf1-4f03-a30e-7a6f4ca4b15e","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":17,"box":{"x":89,"y":826,"width":857,"height":13}},{"id":"e29af6d0-c0a1-46bd-8a59-d4105fb7b388","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":17,"box":{"x":89,"y":841,"width":864,"height":13}},{"id":"c39c42e6-e203-4d39-9c9d-31621f3722ab","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":17,"box":{"x":89,"y":856,"width":871,"height":13}},{"id":"3276c553-7721-4f87-b048-af39a1150845","block_type":"box","text":"10","page_number":17,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"742c3285-49c3-4b5c-b7cc-7a48d56272a5","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":18,"box":{"x":89,"y":44,"width":850,"height":12}},{"id":"c12b698d-c13d-4359-a4bc-ec59d2b3e977","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":18,"box":{"x":89,"y":59,"width":821,"height":12}},{"id":"8d06da60-d434-4b34-b816-1e50fe71189e","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":18,"box":{"x":89,"y":74,"width":863,"height":12}},{"id":"393fb44b-4739-48d4-8b57-091a4099fe47","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":18,"box":{"x":88,"y":89,"width":838,"height":13}},{"id":"66757679-af7a-4d12-a0ae-a5f87b13b8fd","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":18,"box":{"x":89,"y":104,"width":847,"height":13}},{"id":"4056516d-83c2-43e5-8ffc-83a16de6733e","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":18,"box":{"x":88,"y":119,"width":875,"height":13}},{"id":"93e45cbe-f2ac-4c38-a20f-872f1a2c9814","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":18,"box":{"x":89,"y":135,"width":798,"height":12}},{"id":"67d010a9-76ea-4053-875a-52ecedfeb5eb","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":18,"box":{"x":89,"y":150,"width":807,"height":12}},{"id":"1554bb42-8290-464e-a725-b2d08c0f8a2d","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":18,"box":{"x":89,"y":165,"width":832,"height":12}},{"id":"a4593198-8295-4a0d-b912-b7dec4330ad7","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":18,"box":{"x":88,"y":180,"width":877,"height":12}},{"id":"0785d1c5-cfa5-48e4-8c95-5eb661c03132","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":18,"box":{"x":89,"y":195,"width":380,"height":12}},{"id":"038b0a66-633d-4fab-b023-5172977bd1ec","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":18,"box":{"x":88,"y":222,"width":846,"height":12}},{"id":"62b49ff3-3f3c-4eb0-bbdd-d59358cb0019","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":18,"box":{"x":89,"y":237,"width":872,"height":12}},{"id":"75c6e252-6d69-4276-a4aa-e5f611939ca6","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":18,"box":{"x":89,"y":252,"width":852,"height":12}},{"id":"fe06a8f0-51ad-4fae-92ed-fa0b9c9015ca","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":18,"box":{"x":89,"y":267,"width":837,"height":12}},{"id":"6b217162-98b3-4ac3-8e8f-0c50ccdf0e1c","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":18,"box":{"x":89,"y":282,"width":828,"height":12}},{"id":"e0a4d881-f7a5-423a-a2be-c9c142dc18b3","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":18,"box":{"x":89,"y":297,"width":861,"height":12}},{"id":"1f1d315e-d3c7-41e0-867a-9210c128d520","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":18,"box":{"x":89,"y":312,"width":864,"height":13}},{"id":"3912af4a-186b-4482-83ea-07e4f04cd401","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":18,"box":{"x":89,"y":327,"width":824,"height":13}},{"id":"a9c372d8-c826-4c29-bb32-3039cb50d130","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":18,"box":{"x":89,"y":342,"width":868,"height":13}},{"id":"253f910b-538d-49d7-8181-05aa03d5e132","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":18,"box":{"x":89,"y":358,"width":660,"height":12}},{"id":"e5e20567-e56b-4e85-87fd-863546ee6ea2","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":18,"box":{"x":89,"y":384,"width":858,"height":12}},{"id":"e48c3e3c-77c7-4daa-ac8e-844a46b592da","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":18,"box":{"x":89,"y":399,"width":852,"height":13}},{"id":"cf0f56cf-db3c-4217-b1b1-9b04be65dbaf","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":18,"box":{"x":89,"y":414,"width":806,"height":13}},{"id":"40a0cd83-3dc5-4399-bc2b-345cc06ecfdb","block_type":"box","text":"implement required changes.","page_number":18,"box":{"x":89,"y":429,"width":204,"height":13}},{"id":"3c8ba05b-3776-4c67-a417-9f364c3275f3","block_type":"box","text":"Risk of Derivatives.","page_number":18,"box":{"x":89,"y":456,"width":135,"height":10}},{"id":"4377e0f0-3414-4b08-8f9e-9603775d25de","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":18,"box":{"x":233,"y":456,"width":701,"height":12}},{"id":"e433e6a7-fe66-44d9-bfbb-3bac94bbafe7","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":18,"box":{"x":89,"y":471,"width":877,"height":12}},{"id":"a7d76038-7653-4ca2-a3ec-0b29809a0555","block_type":"box","text":"such as the S&P 500","page_number":18,"box":{"x":89,"y":486,"width":142,"height":10}},{"id":"4b5cf294-030d-43c4-bba7-e90631b7c3bb","block_type":"box","text":"®","page_number":18,"box":{"x":232,"y":484,"width":9,"height":6}},{"id":"20fab0c2-3e5e-4a10-a251-4a3c1da31842","block_type":"box","text":"or the prime lending rate). A Fund may invest in futures contracts, securities options, CFDs (for the","page_number":18,"box":{"x":247,"y":486,"width":691,"height":12}},{"id":"b4373153-bbf0-42a3-8a7a-cd0ae6fe939b","block_type":"box","text":"iShares Global Clean Energy ETF and iShares International Select Dividend ETF) and other derivatives. Compared to securities,","page_number":18,"box":{"x":89,"y":501,"width":878,"height":13}},{"id":"87924985-cefd-4289-ae88-ad1cdce85de9","block_type":"box","text":"derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s","page_number":18,"box":{"x":89,"y":516,"width":851,"height":13}},{"id":"fdfb3098-fb79-4be0-80b2-c10f9a692f4a","block_type":"box","text":"losses may be greater if it invests in derivatives than if it invests only in conventional securities. Derivatives are also subject to","page_number":18,"box":{"x":89,"y":531,"width":872,"height":13}},{"id":"391fbf68-2b3c-4ff4-b06f-dd9e09f53430","block_type":"box","text":"counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligations. Derivatives","page_number":18,"box":{"x":89,"y":547,"width":874,"height":12}},{"id":"798554f6-f9a9-450f-8eaa-9908178866aa","block_type":"box","text":"generally involve the incurrence of leverage.","page_number":18,"box":{"x":89,"y":562,"width":305,"height":12}},{"id":"b24b3359-0cf0-4492-817f-cd6b0d022e73","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":18,"box":{"x":88,"y":588,"width":875,"height":12}},{"id":"759b0914-a195-4e51-887b-3ec2ce899ce7","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":18,"box":{"x":88,"y":603,"width":867,"height":13}},{"id":"f881a10e-2eec-4d2d-9d06-d45eb52b98c7","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":18,"box":{"x":89,"y":618,"width":851,"height":13}},{"id":"434a3cb0-0265-4a80-935a-cd0773232953","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":18,"box":{"x":89,"y":633,"width":862,"height":13}},{"id":"81dfbd74-df09-4bdf-92fa-de168850c252","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":18,"box":{"x":89,"y":649,"width":875,"height":12}},{"id":"38c5889c-464c-48b6-b130-5b38ca536f4e","block_type":"box","text":"transactions, which entail additional transaction costs, will be effective.","page_number":18,"box":{"x":88,"y":664,"width":497,"height":11}},{"id":"5e066722-2b74-4aaf-917a-d3592caf2e42","block_type":"box","text":"Risk of Equity Securities.","page_number":18,"box":{"x":89,"y":690,"width":176,"height":13}},{"id":"c57d9db6-fdbd-430b-9428-36aeab44b06b","block_type":"box","text":"An investment in a Fund should be made with an understanding of the risks inherent in an","page_number":18,"box":{"x":274,"y":690,"width":633,"height":13}},{"id":"0a76d98b-db10-4727-85b3-c14d516ff340","block_type":"box","text":"investment in equity securities, including the risk that the financial condition of issuers may become impaired or that the","page_number":18,"box":{"x":89,"y":705,"width":843,"height":13}},{"id":"a79db8e7-d9dd-4ed3-ac9b-574dd796e749","block_type":"box","text":"general condition of stock markets may deteriorate (either of which may cause a decrease in the value of the portfolio","page_number":18,"box":{"x":89,"y":720,"width":825,"height":13}},{"id":"277d714f-1578-4b3b-8b89-ecfabe89f034","block_type":"box","text":"securities and thus in the value of shares of the Fund). Common stocks are susceptible to general stock market fluctuations","page_number":18,"box":{"x":89,"y":736,"width":865,"height":12}},{"id":"b043b391-bd1a-4ac8-af40-03c63190088f","block_type":"box","text":"and to increases and decreases in value as market confidence and perceptions of their issuers change. These investor","page_number":18,"box":{"x":89,"y":751,"width":822,"height":12}},{"id":"54e84a4d-4284-465c-bf68-8e34277c02c4","block_type":"box","text":"perceptions are based on various and unpredictable factors, including expectations regarding government, economic,","page_number":18,"box":{"x":89,"y":766,"width":823,"height":12}},{"id":"afeb224d-6a29-4bf3-aafb-489cea16f818","block_type":"box","text":"monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political,","page_number":18,"box":{"x":89,"y":781,"width":866,"height":12}},{"id":"a25f7d55-5552-4eb6-8222-9d0d80892984","block_type":"box","text":"economic or banking crises. Common stocks may experience extreme price volatility due to actions taken by particular","page_number":18,"box":{"x":89,"y":796,"width":831,"height":12}},{"id":"5f9d4f2c-19ec-4972-8546-aba0afd1bc6d","block_type":"box","text":"investors or groups of investors (for example, retail investors influenced by social media activity or other media coverage or","page_number":18,"box":{"x":89,"y":811,"width":861,"height":12}},{"id":"d8f04638-bfbe-42d8-90ef-81137bfc0753","block_type":"box","text":"significant “short” positions taken by institutional investors).","page_number":18,"box":{"x":89,"y":826,"width":422,"height":13}},{"id":"0b637ec3-91d0-46ba-866b-31bc9ef87ac8","block_type":"box","text":"11","page_number":18,"box":{"x":522,"y":894,"width":11,"height":9}},{"id":"2260bb21-ddd4-40b3-bd1d-232d63675cf6","block_type":"box","text":"Holders of common stocks incur more risks than holders of preferred stocks and debt obligations because common","page_number":19,"box":{"x":89,"y":44,"width":812,"height":12}},{"id":"e5da7976-a1d4-4444-901f-ae7825b5e054","block_type":"box","text":"stockholders generally have rights to receive payments from stock issuers that are inferior to the rights of creditors, or","page_number":19,"box":{"x":89,"y":59,"width":825,"height":12}},{"id":"9887f555-1d7e-4abb-9afb-9892a9d27f8e","block_type":"box","text":"holders of debt obligations or preferred stocks. Further, unlike debt securities, which typically have a stated principal amount","page_number":19,"box":{"x":89,"y":74,"width":871,"height":12}},{"id":"a2375464-06dd-4542-a1ed-fc0833383ca7","block_type":"box","text":"payable at maturity (the value of which, however, is subject to market fluctuations prior to maturity), or preferred stocks,","page_number":19,"box":{"x":89,"y":89,"width":843,"height":13}},{"id":"f8be1e07-ab92-45a8-879f-c7c4df5a8fc6","block_type":"box","text":"which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions,","page_number":19,"box":{"x":88,"y":104,"width":834,"height":13}},{"id":"461e9aa9-1d3b-4e2f-befc-429da2ea8d39","block_type":"box","text":"common stocks have neither a fixed principal amount nor a maturity date. In addition, issuers may, in times of distress or at","page_number":19,"box":{"x":89,"y":119,"width":865,"height":13}},{"id":"b625c31a-1812-4b5b-b11d-984a22c77e5c","block_type":"box","text":"their own discretion, decide to reduce or eliminate dividends, which may also cause their stock price to decline.","page_number":19,"box":{"x":88,"y":135,"width":779,"height":12}},{"id":"7616aa88-2919-4b18-9ca7-dfaf6f669766","block_type":"box","text":"From time to time, a Fund may invest in shares of companies through initial public offerings (“IPOs”). Securities issued in","page_number":19,"box":{"x":89,"y":161,"width":845,"height":12}},{"id":"4bc070fe-fbac-4c25-9bed-535d0736e0aa","block_type":"box","text":"IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. Securities issued in","page_number":19,"box":{"x":89,"y":176,"width":870,"height":13}},{"id":"78403a65-e744-4c01-9b9e-fb453afda2eb","block_type":"box","text":"IPOs have no trading history, and information about the companies may be available for very limited periods. In addition, the","page_number":19,"box":{"x":89,"y":191,"width":869,"height":13}},{"id":"c57ab071-4f71-4505-91a5-30b0ce282824","block_type":"box","text":"prices of securities sold in IPOs may be highly volatile or may decline shortly after the initial public offering.","page_number":19,"box":{"x":89,"y":206,"width":746,"height":13}},{"id":"06f996e5-4edb-482c-bad9-84aacdbd1ed6","block_type":"box","text":"Although most of the securities in each Underlying Index are listed on a securities exchange, the principal trading market for","page_number":19,"box":{"x":88,"y":233,"width":871,"height":12}},{"id":"43a5916d-a585-49f3-9e59-820b41969a65","block_type":"box","text":"some of the securities may be in the OTC market. The existence of a liquid trading market for certain securities may depend","page_number":19,"box":{"x":89,"y":248,"width":864,"height":12}},{"id":"78065a21-e094-4695-87ab-53bb28f12fdd","block_type":"box","text":"on whether dealers will make a market in such securities. There can be no assurance that a market will be made or","page_number":19,"box":{"x":89,"y":263,"width":803,"height":10}},{"id":"4db917c4-6b19-4524-812e-c56939536340","block_type":"box","text":"maintained or that any such market will be or remain liquid. The price at which securities may be sold and the value of a","page_number":19,"box":{"x":89,"y":278,"width":840,"height":13}},{"id":"2f7be31f-b18e-4271-8784-888c10c04f27","block_type":"box","text":"Fund’s shares will be adversely affected if trading markets for the Fund’s portfolio securities are limited or absent, or if","page_number":19,"box":{"x":89,"y":293,"width":824,"height":13}},{"id":"aadd9969-a63f-40d9-ae32-c5292ae32194","block_type":"box","text":"bid/ask spreads are wide.","page_number":19,"box":{"x":89,"y":308,"width":178,"height":13}},{"id":"6af8b02b-14c5-4860-a2ee-ae13049d66f1","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":19,"box":{"x":89,"y":335,"width":381,"height":12}},{"id":"9ff75c25-2086-4ea7-88c5-18c7bc97457a","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":19,"box":{"x":479,"y":335,"width":434,"height":12}},{"id":"3d3fd245-a7ee-49e2-adaf-5c3877cf91b1","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":19,"box":{"x":89,"y":350,"width":858,"height":12}},{"id":"37200710-5590-4ac4-af92-b0035f862dee","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":19,"box":{"x":89,"y":365,"width":829,"height":12}},{"id":"d849c520-02c7-4036-ad52-7fbd6df808be","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":19,"box":{"x":89,"y":380,"width":820,"height":13}},{"id":"ac96451f-a0a2-4257-8d31-7c9036dd7724","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":19,"box":{"x":89,"y":395,"width":820,"height":13}},{"id":"4e73103e-d71a-4a88-9fdd-959ca42eb555","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":19,"box":{"x":88,"y":410,"width":870,"height":13}},{"id":"ab6154f4-7130-4c3d-a311-9013128463ed","block_type":"box","text":"a Fund’s Underlying Index. In the event of adverse price movements, a Fund would continue to be required to make daily","page_number":19,"box":{"x":89,"y":426,"width":845,"height":12}},{"id":"5345e43c-dd51-4f26-810e-5eaa3ed363b0","block_type":"box","text":"cash payments to maintain its required margin. In such situations, if a Fund has insufficient cash, it may have to sell portfolio","page_number":19,"box":{"x":89,"y":441,"width":871,"height":12}},{"id":"5b8c2fa3-c629-498e-a3e4-c7f7228b4913","block_type":"box","text":"securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund may be","page_number":19,"box":{"x":89,"y":456,"width":868,"height":12}},{"id":"17cbc88c-4a88-493e-be4a-8a2355e11a09","block_type":"box","text":"required to deliver the instruments underlying the futures contracts it has sold.","page_number":19,"box":{"x":89,"y":471,"width":550,"height":12}},{"id":"fe9cd707-075b-49ee-a995-111c1547b700","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (","page_number":19,"box":{"x":88,"y":497,"width":623,"height":13}},{"id":"a1b9a28a-f822-4767-9769-bc289b865dff","block_type":"box","text":"e.g.","page_number":19,"box":{"x":713,"y":500,"width":22,"height":10}},{"id":"865f4427-eb4d-46ab-83ee-2d934398a196","block_type":"box","text":", selling uncovered stock index","page_number":19,"box":{"x":738,"y":497,"width":214,"height":13}},{"id":"cc4aacaf-3d10-468f-b4b0-cc33aff331fe","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":19,"box":{"x":88,"y":513,"width":876,"height":12}},{"id":"df236cba-1919-46ec-a28b-52b1d66a16ec","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":19,"box":{"x":89,"y":528,"width":832,"height":12}},{"id":"6b46eea6-2d2f-4cbe-b46c-c484cd2eed4a","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":19,"box":{"x":89,"y":543,"width":842,"height":12}},{"id":"fda30cd6-55de-47d3-837f-e590a42dcd42","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":19,"box":{"x":89,"y":558,"width":832,"height":12}},{"id":"9101a119-1d03-49f5-b07c-c783146dd3ad","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":19,"box":{"x":89,"y":573,"width":866,"height":12}},{"id":"57b3b31e-b2b3-4bcc-b712-d752fc26c073","block_type":"box","text":"invest.","page_number":19,"box":{"x":89,"y":589,"width":43,"height":9}},{"id":"05402ab0-2961-472f-b9c8-bf22e70ba0b3","block_type":"box","text":"Utilization of futures and options on futures by a Fund involves the risk of imperfect or even negative correlation to its","page_number":19,"box":{"x":89,"y":615,"width":821,"height":12}},{"id":"c20fabbc-009c-45f9-838f-2343f3475eb0","block_type":"box","text":"Underlying Index if the index underlying the futures contract differs from the Underlying Index. There is also the risk of loss of","page_number":19,"box":{"x":89,"y":630,"width":879,"height":12}},{"id":"4cdf422d-25a3-4896-b40d-88a3308c7953","block_type":"box","text":"margin deposits in the event of bankruptcy of a broker with whom a Fund has an open position in the futures contract or","page_number":19,"box":{"x":89,"y":645,"width":848,"height":12}},{"id":"e9c5c41f-6625-45d1-9464-57ee0b996665","block_type":"box","text":"option. The purchase of put or call options will be based upon predictions by BFA as to anticipated trends, which predictions","page_number":19,"box":{"x":89,"y":660,"width":869,"height":12}},{"id":"64adf98d-c7f0-40e0-90b9-6ab234f85781","block_type":"box","text":"could prove to be incorrect.","page_number":19,"box":{"x":89,"y":675,"width":191,"height":12}},{"id":"e68d6cba-1086-4b3c-bc3e-0c98aaabb364","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":19,"box":{"x":89,"y":702,"width":809,"height":12}},{"id":"6c8d2880-a63f-4c97-990a-6cc23382d39b","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":19,"box":{"x":89,"y":717,"width":845,"height":12}},{"id":"242215e3-9053-4803-a7a8-1368e7efa112","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":19,"box":{"x":88,"y":732,"width":864,"height":12}},{"id":"35430392-4815-4ba0-9185-fc3570fc77f8","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":19,"box":{"x":89,"y":747,"width":816,"height":12}},{"id":"aec1af3b-bfae-4e29-b0e4-7e51644e70f9","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":19,"box":{"x":89,"y":762,"width":859,"height":12}},{"id":"ba5996d7-6783-4232-bcb2-63d7912f8aef","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":19,"box":{"x":89,"y":777,"width":839,"height":12}},{"id":"d614948b-15e1-45f7-bd3d-2cdc5d034a2a","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":19,"box":{"x":89,"y":792,"width":869,"height":13}},{"id":"f00adafd-ca4d-4b35-b3c0-adb4042031a6","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":19,"box":{"x":88,"y":807,"width":871,"height":13}},{"id":"6b56e006-cea8-40ab-af65-989c7befddeb","block_type":"box","text":"be required to make daily cash payments of variation margin.","page_number":19,"box":{"x":89,"y":822,"width":427,"height":13}},{"id":"ef5a7801-3075-4a2b-9f8a-a5d8e7d60db9","block_type":"box","text":"12","page_number":19,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"d4c3ecae-c593-4c4f-a9cd-5a44b1c15761","block_type":"box","text":"Risk of Investing in Non-U.S. Equity Securities.","page_number":20,"box":{"x":89,"y":44,"width":332,"height":12}},{"id":"cf157359-b9aa-4059-8e39-9448ffb16181","block_type":"box","text":"An investment in any of the Funds involves risks similar to those of investing","page_number":20,"box":{"x":430,"y":44,"width":533,"height":12}},{"id":"c26d03af-0770-474b-89d4-d475b177fa3d","block_type":"box","text":"in portfolios of equity securities traded on non-U.S. exchanges. These risks include market fluctuations caused by such","page_number":20,"box":{"x":89,"y":59,"width":830,"height":12}},{"id":"cfaa5ed6-5d88-4a13-bd3c-08ec3edeee17","block_type":"box","text":"factors as economic and political developments in those foreign countries, changes in interest rates and perceived trends in","page_number":20,"box":{"x":88,"y":74,"width":865,"height":12}},{"id":"922a4de7-e9fc-4d73-ae6f-2d7fd96d7a79","block_type":"box","text":"stock prices. Investing in securities issued by issuers domiciled in countries other than the domicile of the investor and","page_number":20,"box":{"x":89,"y":89,"width":827,"height":13}},{"id":"d25c4464-a035-498f-90e7-810c2be64feb","block_type":"box","text":"denominated in currencies other than an investor’s local currency entails certain considerations and risks not typically","page_number":20,"box":{"x":89,"y":104,"width":826,"height":13}},{"id":"688199be-8fec-4f45-81dd-2cd4a3d327dd","block_type":"box","text":"encountered by the investor in making investments in its home country and in that country’s currency. These considerations","page_number":20,"box":{"x":89,"y":119,"width":870,"height":13}},{"id":"11240ee2-f53e-46d8-b186-e302e5bb936d","block_type":"box","text":"include favorable or unfavorable changes in interest rates, currency exchange rates, exchange control regulations and the","page_number":20,"box":{"x":89,"y":135,"width":849,"height":12}},{"id":"5dbd07e7-5c75-40c8-a15c-6a526de4601d","block_type":"box","text":"costs that may be incurred in connection with conversions between various currencies. Investing in any of these Funds also","page_number":20,"box":{"x":89,"y":150,"width":863,"height":12}},{"id":"7ba82ba4-8ff4-4a11-bb8f-31b55b82b954","block_type":"box","text":"involves certain risks and considerations not typically associated with investing in a fund whose portfolio contains exclusively","page_number":20,"box":{"x":89,"y":165,"width":876,"height":12}},{"id":"baa1c399-ef37-4423-85af-c2e7833f9e4f","block_type":"box","text":"securities of U.S. issuers. These risks include generally less liquid and less efficient securities markets; generally greater price","page_number":20,"box":{"x":89,"y":180,"width":867,"height":12}},{"id":"3e15565f-a7bd-4157-b055-fc1a0638263d","block_type":"box","text":"volatility; less publicly available information about issuers; the imposition of withholding or other taxes; the imposition of","page_number":20,"box":{"x":88,"y":195,"width":847,"height":12}},{"id":"f9a62d01-fbec-4723-bf06-3d563b37f9b2","block_type":"box","text":"restrictions on the expatriation of funds or other assets of the Funds; higher transaction and custody costs; delays and risks","page_number":20,"box":{"x":89,"y":210,"width":864,"height":13}},{"id":"afb1d63d-48c9-4d17-be6c-537d24b0ce43","block_type":"box","text":"attendant in settlement procedures; difficulties in enforcing contractual obligations; lower liquidity and significantly smaller","page_number":20,"box":{"x":89,"y":225,"width":861,"height":13}},{"id":"fc490b17-f7fb-4d81-850e-132847e3fbfe","block_type":"box","text":"market capitalization; different accounting and disclosure standards; lower levels of regulation of the securities markets; more","page_number":20,"box":{"x":89,"y":240,"width":879,"height":13}},{"id":"bf20aad8-c39f-4afc-9eb1-a0ffb074b843","block_type":"box","text":"substantial government interference with the economy and businesses; higher rates of inflation; greater social, economic,","page_number":20,"box":{"x":89,"y":256,"width":850,"height":12}},{"id":"0c563379-1f65-4cc0-b75b-4283727a0f4f","block_type":"box","text":"and political uncertainty; the risk of nationalization or expropriation of assets; and the risk of war.","page_number":20,"box":{"x":89,"y":271,"width":678,"height":12}},{"id":"58528da5-b618-483e-9e33-dcf9374135ed","block_type":"box","text":"Risk of Swap Agreements.","page_number":20,"box":{"x":89,"y":297,"width":187,"height":12}},{"id":"22cfe35a-2fd1-4ed6-84c9-85c4b15c47a6","block_type":"box","text":"The risk of loss with respect to swaps is generally limited to the net amount of payments that a","page_number":20,"box":{"x":284,"y":297,"width":666,"height":12}},{"id":"48194d8a-36a9-4c67-9f3b-46cb1b4b7689","block_type":"box","text":"Fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty will default on","page_number":20,"box":{"x":89,"y":312,"width":863,"height":13}},{"id":"8a9a7fc7-0394-44be-af7b-978d06a39d70","block_type":"box","text":"its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the","page_number":20,"box":{"x":89,"y":327,"width":840,"height":13}},{"id":"a58186f2-8247-4498-aa89-a07b22ccbec0","block_type":"box","text":"transaction. However, such remedies may be subject to bankruptcy and insolvency laws, which could affect a Fund’s rights as","page_number":20,"box":{"x":88,"y":342,"width":878,"height":13}},{"id":"df9d9a61-1a59-418e-aeed-0d48e532190b","block_type":"box","text":"a creditor (","page_number":20,"box":{"x":89,"y":358,"width":75,"height":12}},{"id":"e3f598ed-2b75-4f86-8118-285a2adf32d7","block_type":"box","text":"e.g.","page_number":20,"box":{"x":165,"y":361,"width":23,"height":9}},{"id":"e6b0f6ed-3d7a-4dad-8a82-bda9311b5a93","block_type":"box","text":", a Fund may not receive the net amount of payments that it is contractually entitled to receive).","page_number":20,"box":{"x":190,"y":358,"width":670,"height":12}},{"id":"289a1f63-62b9-4946-819c-4a065f1ab8d1","block_type":"box","text":"A Fund is required to post and collect variation margin and initial margin (composed of specified liquid securities subject to","page_number":20,"box":{"x":88,"y":384,"width":863,"height":12}},{"id":"ffe1d9da-0c24-434e-a6a0-8d5183dd658c","block_type":"box","text":"haircuts) in connection with trading of OTC swaps. These requirements may raise the costs for a Fund’s investment in swaps.","page_number":20,"box":{"x":89,"y":399,"width":876,"height":13}},{"id":"841a6839-0219-4855-bc32-cb97a50e06a7","block_type":"box","text":"Tracking Error Risk.","page_number":20,"box":{"x":88,"y":426,"width":141,"height":12}},{"id":"63c0a06d-0f95-4be4-86a4-39ea7ada6b4d","block_type":"box","text":"A Fund may be subject to tracking error, which is the divergence of a Fund’s performance from that of","page_number":20,"box":{"x":238,"y":426,"width":716,"height":12}},{"id":"430df0cb-bbb9-42a1-b889-0c68e8a7d693","block_type":"box","text":"the applicable underlying index. Tracking error may occur because of differences between the securities and other","page_number":20,"box":{"x":88,"y":441,"width":800,"height":12}},{"id":"1c622000-31b2-4fce-9f40-aae568d3556b","block_type":"box","text":"instruments held in a Fund’s portfolio and those included in its applicable underlying index, pricing differences, transaction","page_number":20,"box":{"x":89,"y":456,"width":858,"height":12}},{"id":"96abad7f-c845-4af4-b2dd-e9009c48b08a","block_type":"box","text":"costs incurred by a Fund, a Fund’s holding of uninvested cash, differences in timing of the accrual of or the valuation of","page_number":20,"box":{"x":89,"y":471,"width":834,"height":12}},{"id":"a424a2c7-ee38-45a5-8b54-3c9f5b23eb7d","block_type":"box","text":"dividends or interest received by a Fund or distributions paid to a Fund’s shareholders, the requirements to maintain pass","page_number":20,"box":{"x":89,"y":486,"width":853,"height":12}},{"id":"0b66b907-499b-4dc3-9abe-884f0b175317","block_type":"box","text":"through tax treatment, portfolio transactions carried out to minimize the distribution of capital gains to shareholders,","page_number":20,"box":{"x":88,"y":501,"width":820,"height":13}},{"id":"8a0c0a42-d690-4885-8689-31dd24ce4b3e","block_type":"box","text":"acceptance of custom baskets, changes to the applicable underlying index or the costs to a Fund of complying with various","page_number":20,"box":{"x":89,"y":516,"width":865,"height":13}},{"id":"595e2886-25d6-407a-a20c-75992a7a339e","block_type":"box","text":"new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other","page_number":20,"box":{"x":89,"y":531,"width":845,"height":13}},{"id":"9608da0b-4c99-41cd-bb4e-56bb02c5027c","block_type":"box","text":"unusual market conditions. Tracking error also may result because a Fund incurs fees and expenses, while its applicable","page_number":20,"box":{"x":89,"y":547,"width":838,"height":12}},{"id":"e677ba7e-c89d-441f-bd84-e021e6401c05","block_type":"box","text":"underlying index does not. Tracking error may occur due to differences between the methodologies used in calculating the","page_number":20,"box":{"x":89,"y":562,"width":859,"height":12}},{"id":"86ef69ef-a15f-460e-92bb-bd0aa47b2f4c","block_type":"box","text":"value of the applicable Underlying Index and determining a Fund’s NAV.","page_number":20,"box":{"x":88,"y":577,"width":501,"height":12}},{"id":"d34758ab-92c9-48d9-a151-f74120cdd3e1","block_type":"box","text":"When an issuer is introduced by an index provider into an index tracked by a Fund, BFA may conduct an analysis on such","page_number":20,"box":{"x":88,"y":603,"width":846,"height":13}},{"id":"dc36b400-94e8-4244-977e-7677a41d1d58","block_type":"box","text":"issuer’s securities to identify and screen for outlier high risk behavior (such as rapid or unusual price growth that does not","page_number":20,"box":{"x":89,"y":618,"width":853,"height":13}},{"id":"1244c743-ebd9-498a-a98b-588334a639a7","block_type":"box","text":"appear to be supported by publicly available information on the business and assets of the issuer, unusual or significant short","page_number":20,"box":{"x":89,"y":633,"width":876,"height":13}},{"id":"4bd62d26-4a6e-409a-b42c-dffd88ed9d5e","block_type":"box","text":"interest or lending activity, negative sentiment, suspended trading or incorrect free-float calculations, which could be","page_number":20,"box":{"x":89,"y":649,"width":818,"height":12}},{"id":"cda71944-1135-4b83-8bd5-0d3214263b3c","block_type":"box","text":"indicators of possible irregularities, miscalculations or even fraud). If it identifies such behavior, BFA may, where appropriate,","page_number":20,"box":{"x":89,"y":664,"width":867,"height":12}},{"id":"a7b0d25c-7d87-4e96-9acd-ae9d3dae4cb2","block_type":"box","text":"alert the index provider as to the alleged issue. The index provider has sole discretion for the determination as to whether to","page_number":20,"box":{"x":89,"y":679,"width":867,"height":12}},{"id":"759d4a5c-215d-4162-91b1-1228655182b1","block_type":"box","text":"continue to include the issuer’s securities in the rebalancing of its index. If the securities continue to be included in the index,","page_number":20,"box":{"x":89,"y":694,"width":873,"height":12}},{"id":"b4077c1b-6449-4f08-8217-bcd098533947","block_type":"box","text":"BFA may underweight or exclude such securities from a Fund’s portfolio and, if it does so, such a fund will be subject to","page_number":20,"box":{"x":89,"y":709,"width":835,"height":12}},{"id":"9cea5779-091e-44ba-8fca-3827b2c200f7","block_type":"box","text":"increased tracking error due to the divergence in the securities included in its portfolio from its underlying index. The","page_number":20,"box":{"x":89,"y":724,"width":817,"height":13}},{"id":"cf2586d7-4893-4210-ab7e-b718f541c6c1","block_type":"box","text":"application of the abovementioned analysis and screening to a Fund and its Underlying Index is in the sole discretion of BFA","page_number":20,"box":{"x":89,"y":739,"width":866,"height":13}},{"id":"6ae9e53c-78fc-4e2e-862a-1746a60a77ce","block_type":"box","text":"and its affiliates (without any guarantees). The analysis and screening may not exclude any or all high risk securities from an","page_number":20,"box":{"x":89,"y":754,"width":869,"height":13}},{"id":"277b7ab0-4119-4f47-ae3c-dda8516b6f5e","block_type":"box","text":"Underlying Index or a Fund’s portfolio, and the inclusion of such securities will result in an adverse impact to a Fund’s net","page_number":20,"box":{"x":89,"y":770,"width":848,"height":12}},{"id":"af9efe2b-9f3c-4534-b5ef-4a65009f2263","block_type":"box","text":"asset value if one or more such securities declines in value.","page_number":20,"box":{"x":89,"y":785,"width":410,"height":9}},{"id":"126868b7-6603-42d5-9dcb-5368c82c398a","block_type":"box","text":"Risk of Investing in Asia.","page_number":20,"box":{"x":89,"y":811,"width":175,"height":12}},{"id":"a65d10bd-6860-4be6-8077-f4174d75b836","block_type":"box","text":"Investments in securities of issuers in certain Asian countries involve risks not typically associated","page_number":20,"box":{"x":278,"y":811,"width":682,"height":12}},{"id":"c4917862-69b9-46f7-811d-6a4d4f7046eb","block_type":"box","text":"with investments in securities of issuers in other regions. Such heightened risks include, among others, expropriation and/or","page_number":20,"box":{"x":88,"y":826,"width":874,"height":13}},{"id":"8aebaba7-6b1d-4ab7-b011-56ce1a92a429","block_type":"box","text":"nationalization of assets, confiscatory taxation, piracy of intellectual property, data and other security breaches (especially of","page_number":20,"box":{"x":89,"y":841,"width":873,"height":13}},{"id":"ecb29cc2-3045-4254-896a-ca9a1199ddb1","block_type":"box","text":"13","page_number":20,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"203d0fe5-da5d-4897-9326-8f81be54dd23","block_type":"box","text":"data stored electronically), political instability, including authoritarian and/or military involvement in governmental decision","page_number":21,"box":{"x":89,"y":44,"width":870,"height":12}},{"id":"4beada5c-a5a3-42e0-a638-a1b21505daa3","block_type":"box","text":"making, armed conflict and social instability as a result of religious, ethnic and/or socio-economic unrest. Certain Asian","page_number":21,"box":{"x":89,"y":59,"width":837,"height":12}},{"id":"beea290a-78c6-4fcf-8470-50e2bc681983","block_type":"box","text":"economies have experienced rapid rates of economic growth and industrialization in recent years, and there is no assurance","page_number":21,"box":{"x":89,"y":74,"width":867,"height":12}},{"id":"d5d0a726-8cf8-4dc6-b0f3-46dba604cf59","block_type":"box","text":"that these rates of economic growth and industrialization will be maintained.","page_number":21,"box":{"x":88,"y":89,"width":538,"height":13}},{"id":"6ce95155-0ca1-4583-a218-0d0c14d781e5","block_type":"box","text":"Certain Asian countries have democracies with relatively short histories, which may increase the risk of political instability.","page_number":21,"box":{"x":89,"y":116,"width":852,"height":12}},{"id":"a4f580ed-9be7-4d07-921d-4ae25375f35d","block_type":"box","text":"These countries have faced political and military unrest, and further unrest could present a risk to their local economies and","page_number":21,"box":{"x":88,"y":131,"width":867,"height":12}},{"id":"976cc935-c253-4cb2-b81f-652af5bfa135","block_type":"box","text":"securities markets. Indonesia and the Philippines have each experienced violence and terrorism, which has negatively","page_number":21,"box":{"x":89,"y":146,"width":821,"height":12}},{"id":"ffb6715b-4afd-4daa-92bd-c8d2e1955674","block_type":"box","text":"impacted their economies. North Korea and South Korea each have substantial military capabilities, and historical tensions","page_number":21,"box":{"x":89,"y":161,"width":855,"height":12}},{"id":"15447e4a-6041-4dea-8b2d-9dad1f2e8552","block_type":"box","text":"between the two countries present the risk of war. Escalated tensions involving the two countries and any outbreak of","page_number":21,"box":{"x":89,"y":176,"width":825,"height":13}},{"id":"d3cd7a95-e346-41ed-b9cf-2706abe44c62","block_type":"box","text":"hostilities between the two countries, or even the threat of an outbreak of hostilities, could have a severe adverse effect on","page_number":21,"box":{"x":89,"y":191,"width":854,"height":12}},{"id":"98b1a25f-c990-4220-b2ba-b92a0ea5aad0","block_type":"box","text":"the entire Asian region. Certain Asian countries have also developed increasingly strained relationships with the U.S., and if","page_number":21,"box":{"x":88,"y":206,"width":860,"height":13}},{"id":"351f5c53-1026-47b9-83aa-992d310cb97e","block_type":"box","text":"these relations were to worsen, they could adversely affect Asian issuers that rely on the U.S. for trade. Political, religious, and","page_number":21,"box":{"x":88,"y":222,"width":875,"height":12}},{"id":"9aa0b93f-3b8a-44e2-a368-1972e586654d","block_type":"box","text":"border disputes persist in India. India has recently experienced and may continue to experience civil unrest and hostilities","page_number":21,"box":{"x":89,"y":237,"width":847,"height":12}},{"id":"eb8a1bde-0213-4cd6-b459-9313fc85ba75","block_type":"box","text":"with certain of its neighboring countries. Increased political and social unrest in these geographic areas could adversely affect","page_number":21,"box":{"x":88,"y":252,"width":880,"height":12}},{"id":"5e57839c-baa0-4aa7-a25c-e19cd3224829","block_type":"box","text":"the performance of investments in this region.","page_number":21,"box":{"x":88,"y":267,"width":323,"height":12}},{"id":"d1456091-b28b-4cdd-9825-7ddd4088f3ac","block_type":"box","text":"Certain governments in this region administer prices on several basic goods, including fuel and electricity, within their","page_number":21,"box":{"x":89,"y":293,"width":822,"height":13}},{"id":"426308a1-1d31-4536-999d-7947f94c4e1a","block_type":"box","text":"respective countries. Certain governments may exercise substantial influence over many aspects of the private sector in their","page_number":21,"box":{"x":89,"y":308,"width":873,"height":13}},{"id":"fc0ed7d6-c876-4cdf-b326-46d06dbd900a","block_type":"box","text":"respective countries and may own or control many companies. Future government actions could have a significant effect on","page_number":21,"box":{"x":89,"y":324,"width":868,"height":12}},{"id":"11caa41b-eaab-47dc-80bb-53c6e29274eb","block_type":"box","text":"the economic conditions in this region, which in turn could have a negative impact on private sector companies. There is also","page_number":21,"box":{"x":88,"y":339,"width":878,"height":12}},{"id":"b8ee4cae-5201-4436-8201-3f8092aa3da7","block_type":"box","text":"the possibility of diplomatic developments adversely affecting investments in the region.","page_number":21,"box":{"x":88,"y":354,"width":617,"height":12}},{"id":"2e17c6f4-9929-48d7-b261-af78115c0d86","block_type":"box","text":"Corruption and the perceived lack of a rule of law in dealings with international companies in certain Asian countries may","page_number":21,"box":{"x":89,"y":380,"width":851,"height":13}},{"id":"d97baac9-910d-4605-948a-268a056aa1fb","block_type":"box","text":"discourage foreign investment and could negatively impact the long-term growth of certain economies in this region. In","page_number":21,"box":{"x":89,"y":395,"width":838,"height":13}},{"id":"11c4e953-affa-4770-9d6f-cad61b2be8f3","block_type":"box","text":"addition, certain countries in the region are experiencing high unemployment and corruption, and have fragile banking","page_number":21,"box":{"x":89,"y":410,"width":830,"height":13}},{"id":"dd2a8747-757e-42a3-bd69-02e3ae5c8a7d","block_type":"box","text":"sectors.","page_number":21,"box":{"x":89,"y":427,"width":53,"height":8}},{"id":"7e7fcfa7-6129-49c3-9aca-d56ec940ad3e","block_type":"box","text":"Some economies in this region are dependent on a range of commodities, including oil, natural gas and coal. Accordingly,","page_number":21,"box":{"x":88,"y":452,"width":852,"height":12}},{"id":"65a91450-b727-440a-8bf0-5635b6bbfd1b","block_type":"box","text":"they are strongly affected by international commodity prices and particularly vulnerable to any weakening in global demand","page_number":21,"box":{"x":88,"y":467,"width":867,"height":13}},{"id":"e53cadf1-8f57-49e8-b142-571d53ddafc6","block_type":"box","text":"for these products. The market for securities in this region may also be directly influenced by the flow of international capital,","page_number":21,"box":{"x":88,"y":482,"width":875,"height":13}},{"id":"0336aa6b-9725-4c60-bbce-1b5cbdae67e3","block_type":"box","text":"and by the economic and market conditions of neighboring countries. China is a key trading partner of many Asian countries","page_number":21,"box":{"x":89,"y":497,"width":874,"height":13}},{"id":"65627446-e932-497e-be73-a543c70a33a6","block_type":"box","text":"and any changes in trading relationships between China and other Asian countries may affect the region as a whole. Adverse","page_number":21,"box":{"x":89,"y":513,"width":874,"height":12}},{"id":"c1067fb3-0e5e-4d9b-aa26-e0410895068e","block_type":"box","text":"economic conditions or developments in neighboring countries may increase investors’ perception of the risk of investing in","page_number":21,"box":{"x":89,"y":528,"width":867,"height":12}},{"id":"e8873671-cd51-4784-8f34-a180069f644d","block_type":"box","text":"the region as a whole, which may adversely impact the market value of the securities issued by companies in the region.","page_number":21,"box":{"x":88,"y":543,"width":840,"height":12}},{"id":"733192a8-c7be-44a5-aed9-65b90de70054","block_type":"box","text":"Risk of Investing in Australasia.","page_number":21,"box":{"x":89,"y":569,"width":224,"height":13}},{"id":"39094f0c-976e-4984-b1e3-2200b98238a6","block_type":"box","text":"The economies of Australasia, which include Australia and New Zealand, are dependent on","page_number":21,"box":{"x":322,"y":569,"width":637,"height":13}},{"id":"d859191e-54b9-4b9c-97e3-5cf0283820aa","block_type":"box","text":"exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the","page_number":21,"box":{"x":89,"y":584,"width":832,"height":13}},{"id":"27158066-3c2a-4b47-b8c7-75891a96e7f9","block_type":"box","text":"commodity markets. Australasian economies are also increasingly dependent on their growing service and tourism","page_number":21,"box":{"x":89,"y":599,"width":805,"height":13}},{"id":"4284918f-8303-4edb-b4f6-e5ce6745ad2b","block_type":"box","text":"industries. Australia and New Zealand are located in a part of the world that has historically been prone to natural disasters,","page_number":21,"box":{"x":89,"y":615,"width":863,"height":12}},{"id":"fca68d18-b640-4b55-83c1-5baf59961807","block_type":"box","text":"such as drought and flooding. Any such event in the future could have a significant adverse impact on the economies of","page_number":21,"box":{"x":89,"y":630,"width":841,"height":12}},{"id":"8c9dc7ce-5b85-4d75-bf70-c6c6a9c8c119","block_type":"box","text":"Australia and New Zealand and affect the value of securities held by a relevant Fund. The economies of Australia and New","page_number":21,"box":{"x":88,"y":645,"width":853,"height":12}},{"id":"a61900ef-1ff7-4d3e-8d86-a94743a5fd8c","block_type":"box","text":"Zealand are dependent on trading with certain key trading partners, including Asia and the U.S. Economic events in the U.S.,","page_number":21,"box":{"x":89,"y":660,"width":867,"height":12}},{"id":"508aa9b1-0e3a-4298-a765-213399d7bcf2","block_type":"box","text":"Asia, or in other key trading countries can have a significant economic effect on the Australasian economies. The economies","page_number":21,"box":{"x":88,"y":675,"width":872,"height":12}},{"id":"baf7a24f-7a84-475c-b03e-9138783992c9","block_type":"box","text":"of Australia and New Zealand are heavily dependent on the mining sector. Passage of new regulations limiting foreign","page_number":21,"box":{"x":89,"y":690,"width":823,"height":13}},{"id":"455d6c2b-3993-41bb-a6c0-82b2ebf3ecae","block_type":"box","text":"ownership of companies in the mining sector or imposition of new taxes on profits of mining companies may dissuade","page_number":21,"box":{"x":89,"y":705,"width":832,"height":13}},{"id":"8e54aa88-1d8d-482c-aed1-dc3b38e78cd2","block_type":"box","text":"foreign investment, and as a result, have a negative impact on companies to which a Fund has exposure.","page_number":21,"box":{"x":88,"y":720,"width":731,"height":13}},{"id":"2a8713ac-ba08-4d66-91d5-348155506608","block_type":"box","text":"Risk of Investing in Central and South America.","page_number":21,"box":{"x":89,"y":747,"width":339,"height":12}},{"id":"0683eba4-9a3f-4f34-8daf-593c96637b34","block_type":"box","text":"The economies of certain Central and South American countries have","page_number":21,"box":{"x":441,"y":747,"width":488,"height":10}},{"id":"5d24a0c2-f9fc-47be-8837-c5761205988d","block_type":"box","text":"experienced high interest rates, economic volatility, inflation, currency devaluations, government defaults, high","page_number":21,"box":{"x":89,"y":762,"width":774,"height":12}},{"id":"4b74f14c-d8c3-4368-8e4d-eb2d5fcd07be","block_type":"box","text":"unemployment rates and political instability which can adversely affect issuers in these countries. In addition, commodities","page_number":21,"box":{"x":89,"y":777,"width":860,"height":12}},{"id":"bd9cc3d3-2894-4fc0-a25d-a238a3c7fd78","block_type":"box","text":"(such as oil, gas and minerals) represent a significant percentage of exports for the regions and many economies in these","page_number":21,"box":{"x":89,"y":792,"width":850,"height":13}},{"id":"400a4242-3240-422a-affa-ee2f2a14ddfc","block_type":"box","text":"regions are particularly sensitive to fluctuations in commodity prices. Adverse economic events in one country may have a","page_number":21,"box":{"x":89,"y":807,"width":855,"height":13}},{"id":"d33596f5-2a4b-4f5b-ba2e-98ef23990fb0","block_type":"box","text":"significant adverse effect on other countries of these regions.","page_number":21,"box":{"x":89,"y":822,"width":426,"height":13}},{"id":"1158e44b-3bd1-42cb-8121-4ad11feed278","block_type":"box","text":"The governments of certain countries in Central and South America may exercise substantial influence over many aspects of","page_number":21,"box":{"x":88,"y":849,"width":874,"height":12}},{"id":"641165f8-95bb-4a45-9c1d-e5dccc36a7f5","block_type":"box","text":"the private sector and may own or control many companies. Future government actions could have a significant effect on the","page_number":21,"box":{"x":88,"y":864,"width":878,"height":12}},{"id":"43999917-cf5a-42fb-a7bf-5ad2f7a6b852","block_type":"box","text":"14","page_number":21,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"a3fe3ca1-86f6-44f3-a279-111c156db5bf","block_type":"box","text":"economic conditions in such countries, which could have a negative impact on the securities in which a Fund invests.","page_number":22,"box":{"x":89,"y":44,"width":821,"height":12}},{"id":"8035a2a5-8973-4203-bd97-adafbb9e756c","block_type":"box","text":"Diplomatic developments may also adversely affect investments in certain countries in Central and South America. Some","page_number":22,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"bc59c5bc-66b3-43b6-9b1d-b66bd5354a52","block_type":"box","text":"countries in Central and South America may be affected by public corruption and crime, including organized crime.","page_number":22,"box":{"x":89,"y":74,"width":804,"height":12}},{"id":"70fcf69c-93d0-4861-855c-b8851ff6f07e","block_type":"box","text":"Certain countries in Central and South America may be heavily dependent upon international trade and, consequently, have","page_number":22,"box":{"x":89,"y":101,"width":865,"height":12}},{"id":"af793301-ed8e-4aed-b05b-5090321784de","block_type":"box","text":"been and may continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative","page_number":22,"box":{"x":89,"y":116,"width":832,"height":12}},{"id":"9c5d68bf-e89f-4f38-9687-46eb00c1f934","block_type":"box","text":"currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These","page_number":22,"box":{"x":89,"y":131,"width":834,"height":12}},{"id":"5bf3c6a0-81a1-4521-a4b7-eff0df818ea5","block_type":"box","text":"countries also have been and may continue to be adversely affected by economic conditions in the countries with which they","page_number":22,"box":{"x":89,"y":146,"width":876,"height":12}},{"id":"21ff4c53-fe8b-41a1-9e14-879780f84353","block_type":"box","text":"trade. In addition, certain issuers located in countries in Central and South America in which a Fund invests may be the","page_number":22,"box":{"x":88,"y":161,"width":832,"height":12}},{"id":"a7cfae9b-902c-4fca-839b-3738ff025e66","block_type":"box","text":"subject of sanctions (for example, the U.S. has imposed sanctions on certain Venezuelan individuals, corporate entities and","page_number":22,"box":{"x":89,"y":176,"width":859,"height":13}},{"id":"1a07fdac-c3f8-4726-b69c-509071c50e6c","block_type":"box","text":"the Venezuelan government) or have dealings with countries subject to sanctions and/or embargoes imposed by the U.S.","page_number":22,"box":{"x":88,"y":191,"width":849,"height":13}},{"id":"6b098a1d-b1f1-42d1-88b3-d41ec859468f","block_type":"box","text":"government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. An","page_number":22,"box":{"x":89,"y":206,"width":852,"height":13}},{"id":"acf36e95-6468-4190-ad01-9b1de51f21d8","block_type":"box","text":"issuer may sustain damage to its reputation if it is identified as an issuer that has dealings with such countries. A Fund may","page_number":22,"box":{"x":89,"y":222,"width":863,"height":12}},{"id":"672d9853-2017-44ba-b2af-6c7192904376","block_type":"box","text":"be adversely affected if it invests in such issuers.","page_number":22,"box":{"x":89,"y":237,"width":335,"height":12}},{"id":"09582578-e368-4fd1-89e7-693dd04673cc","block_type":"box","text":"Risk of Investing in China.","page_number":22,"box":{"x":89,"y":263,"width":185,"height":12}},{"id":"288495c5-8245-42be-8788-590ca5eaedcb","block_type":"box","text":"Investments in securities of companies domiciled in China involve a high degree of risk and","page_number":22,"box":{"x":284,"y":263,"width":636,"height":12}},{"id":"a689ed46-f200-462f-b279-8220117e69a6","block_type":"box","text":"special considerations not typically associated with investing in the U.S. securities markets. Such heightened risks include,","page_number":22,"box":{"x":89,"y":278,"width":852,"height":13}},{"id":"59c5bc55-d086-4f3f-863b-e97a3bda908a","block_type":"box","text":"among others, an authoritarian government, popular unrest associated with demands for improved political, economic and","page_number":22,"box":{"x":89,"y":293,"width":863,"height":13}},{"id":"4dd616a1-05ca-43d1-89d3-b7191be5ec6a","block_type":"box","text":"social conditions, the impact of regional conflict on the economy and hostile relations with other countries.","page_number":22,"box":{"x":89,"y":308,"width":750,"height":13}},{"id":"c08ba3c3-2d43-4c9f-bb81-3519cf35eac0","block_type":"box","text":"Military conflicts, either in response to internal social unrest or conflicts with other countries, could disrupt economic","page_number":22,"box":{"x":89,"y":335,"width":820,"height":12}},{"id":"f5a212e4-01b8-4674-8a3b-56c78fcb7c0f","block_type":"box","text":"development. The Chinese economy is vulnerable to the long-running disagreements and religious and nationalist disputes","page_number":22,"box":{"x":89,"y":350,"width":862,"height":12}},{"id":"835c0cad-e9a3-4d03-a595-143d3e13f6de","block_type":"box","text":"with Tibet and the Xinjiang region. Since 1997, there have been tensions between the Chinese government and many people","page_number":22,"box":{"x":88,"y":365,"width":870,"height":12}},{"id":"efebfc6c-293a-49f4-bb12-198f8670744f","block_type":"box","text":"in Hong Kong who perceive China as tightening control over Hong Kong’s semi-autonomous liberal political, economic, legal,","page_number":22,"box":{"x":89,"y":380,"width":875,"height":13}},{"id":"cf006816-a7fa-4d16-97d6-d04fd96d6bd4","block_type":"box","text":"and social framework. Protests and unrest have increased tensions even further. Due to the interconnected nature of the","page_number":22,"box":{"x":89,"y":395,"width":842,"height":10}},{"id":"bb319d35-2fc5-4c61-aa02-f6421a556eee","block_type":"box","text":"Hong Kong and Chinese economies, this instability in Hong Kong may cause uncertainty in the Hong Kong and Chinese","page_number":22,"box":{"x":89,"y":410,"width":835,"height":13}},{"id":"f8a3b33d-6eb7-4cb0-bf60-218c88de6ef0","block_type":"box","text":"markets. China has a complex territorial dispute regarding the sovereignty of Taiwan and has made threats of invasion.","page_number":22,"box":{"x":89,"y":426,"width":830,"height":12}},{"id":"dc96301b-9636-468e-925c-cb62e4e03e2b","block_type":"box","text":"Taiwan-based companies and individuals are significant investors in China. The continuing hostility between China and","page_number":22,"box":{"x":88,"y":441,"width":834,"height":12}},{"id":"75380f82-cace-4ff0-a8aa-afb9f7a0cb96","block_type":"box","text":"Taiwan may have an adverse impact on the value of the value of the Fund’s investments in China or Taiwan, may cause a","page_number":22,"box":{"x":88,"y":456,"width":845,"height":12}},{"id":"a86eda45-6dfc-4069-b570-4509795f9312","block_type":"box","text":"suspension in a Fund’s ability to trade in certain securities or other assets, or may otherwise make such investments","page_number":22,"box":{"x":89,"y":471,"width":811,"height":12}},{"id":"32fc665f-e8e5-498e-b840-5912b8ba5679","block_type":"box","text":"impracticable or impossible. Any escalation of hostility between China and Taiwan would likely have a significant adverse","page_number":22,"box":{"x":89,"y":486,"width":846,"height":12}},{"id":"517769bd-0aaa-47d7-8884-da39418dd3ee","block_type":"box","text":"impact on the value of the Fund’s investments in both countries and the region. In addition, China has strained international","page_number":22,"box":{"x":89,"y":501,"width":866,"height":13}},{"id":"69dbc445-1bea-4b6f-92a0-d8113831d3fe","block_type":"box","text":"relations with Japan, India, the Philippines and other neighbors due to territorial disputes, historical animosities and other","page_number":22,"box":{"x":89,"y":516,"width":848,"height":13}},{"id":"2ee0d908-3230-4e51-80f5-ddbd3190f698","block_type":"box","text":"defense concerns. Frictions between China and the Philippines in the South China Sea pose a risk of escalation potentially","page_number":22,"box":{"x":89,"y":531,"width":851,"height":13}},{"id":"39800e90-52e8-4922-b974-97d65185b68e","block_type":"box","text":"leading to military conflict. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign","page_number":22,"box":{"x":89,"y":547,"width":871,"height":12}},{"id":"47adf835-8fae-49fb-91d1-9b54abc8b503","block_type":"box","text":"companies and foreign governments. Actual and threatened responses to such activity and strained international relations,","page_number":22,"box":{"x":89,"y":562,"width":860,"height":12}},{"id":"6b357437-9f6e-4b60-8d7b-887207701d3b","block_type":"box","text":"including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may","page_number":22,"box":{"x":89,"y":577,"width":861,"height":12}},{"id":"353ec736-34c8-48ee-80e2-6e70b4582876","block_type":"box","text":"impact China’s economy and Chinese issuers of securities in which a Fund invests. China could be affected by military events","page_number":22,"box":{"x":89,"y":592,"width":873,"height":12}},{"id":"2b8d8ae1-d09a-4fc8-ad72-cf74d39e2ea5","block_type":"box","text":"on the Korean peninsula or internal instability within North Korea. These situations may cause uncertainty in the Chinese","page_number":22,"box":{"x":89,"y":607,"width":843,"height":12}},{"id":"0bf1cbe3-2669-484f-a50f-9b59e87468bf","block_type":"box","text":"market and may adversely affect the performance of the Chinese economy.","page_number":22,"box":{"x":89,"y":622,"width":524,"height":12}},{"id":"2b44f6d0-12c0-40db-906c-f755b29c72fe","block_type":"box","text":"The Chinese government has implemented economic reforms in order to liberalize trade policy, promote foreign investment","page_number":22,"box":{"x":88,"y":649,"width":866,"height":12}},{"id":"9246d838-f22a-4f52-890a-ffd1c22366dd","block_type":"box","text":"in the economy, reduce government control of the economy and develop market mechanisms. However, the Chinese","page_number":22,"box":{"x":89,"y":664,"width":816,"height":12}},{"id":"ececc976-66a6-4bff-9761-7307e7a96a8f","block_type":"box","text":"government still exercises substantial influence over many aspects of the private sector and may own or control many","page_number":22,"box":{"x":89,"y":679,"width":826,"height":12}},{"id":"37c15095-2dde-4e7b-b576-6b2b14ba2ce4","block_type":"box","text":"companies. Chinese companies, such as those in the financial services or technology sectors, and potentially other sectors in","page_number":22,"box":{"x":89,"y":694,"width":873,"height":12}},{"id":"9e235d4e-21e6-43ff-83ae-3b3f184a7bd1","block_type":"box","text":"the future, are subject to the risk that Chinese authorities can intervene in their operations and structure. The Chinese","page_number":22,"box":{"x":88,"y":709,"width":824,"height":12}},{"id":"bf35c0b3-ab06-4106-b7c9-a31752f0b430","block_type":"box","text":"government continues to maintain a major role in economic policymaking, and investing in China involves risk of loss due to","page_number":22,"box":{"x":89,"y":724,"width":870,"height":13}},{"id":"a3552fb9-d867-4630-b13a-f1f18efea51e","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":22,"box":{"x":89,"y":739,"width":849,"height":13}},{"id":"0ef918f1-2cb1-4dfe-9014-b689bde916cd","block_type":"box","text":"and on repatriation of capital invested.","page_number":22,"box":{"x":89,"y":754,"width":268,"height":13}},{"id":"778a5181-25b1-4a82-a63f-17ca7a6c3ff9","block_type":"box","text":"In addition, there is less regulation and monitoring of Chinese securities markets and the activities of investors, brokers and","page_number":22,"box":{"x":89,"y":781,"width":861,"height":12}},{"id":"f82274fd-2904-4197-9b18-ad6b50914097","block_type":"box","text":"other participants than in the U.S. Accordingly, issuers of securities in China, including Chinese companies that are listed on","page_number":22,"box":{"x":89,"y":796,"width":863,"height":12}},{"id":"fb7481b7-df30-413b-a792-87e058fcbe31","block_type":"box","text":"U.S. exchanges, are not subject to the same degree of regulation as are U.S. issuers with respect to such matters as insider","page_number":22,"box":{"x":89,"y":811,"width":855,"height":12}},{"id":"9b1948f8-65e0-4afe-961b-c67aacac1fe7","block_type":"box","text":"trading rules, tender offer regulation, accounting standards or auditor oversight, stockholder proxy requirements and the","page_number":22,"box":{"x":88,"y":826,"width":846,"height":13}},{"id":"767af72f-4a6f-446b-8cdc-3f5597ae4ddd","block_type":"box","text":"requirements mandating timely and accurate disclosure of information. Securities markets in China are in the process of","page_number":22,"box":{"x":89,"y":841,"width":842,"height":13}},{"id":"dfb33e41-7abc-4ecb-b46d-5062a03ef6d3","block_type":"box","text":"15","page_number":22,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"dddee1ad-4de5-4e2a-a746-c644eb45acf1","block_type":"box","text":"change and further development. This may lead to trading volatility, difficulty in the settlement and recording of transactions","page_number":23,"box":{"x":89,"y":44,"width":872,"height":12}},{"id":"3834444c-abcd-456e-ac33-b371e19832b5","block_type":"box","text":"and difficulty in interpreting and applying the relevant regulation.","page_number":23,"box":{"x":89,"y":59,"width":454,"height":12}},{"id":"d0249a97-ad00-46e8-94b9-1641ffc4b61c","block_type":"box","text":"There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese","page_number":23,"box":{"x":88,"y":85,"width":849,"height":13}},{"id":"6b159130-dfad-419c-9e62-c53bba4c2007","block_type":"box","text":"companies, and shareholders may have limited legal remedies. The Funds do not select investments based on investor","page_number":23,"box":{"x":89,"y":101,"width":827,"height":12}},{"id":"299f638d-eeb5-4f39-9a2e-2ebe131a8e2b","block_type":"box","text":"protection considerations.","page_number":23,"box":{"x":89,"y":116,"width":182,"height":12}},{"id":"d3033821-3996-4929-b4a6-b6879de6f99a","block_type":"box","text":"Many Chinese companies listed on U.S. exchanges use variable interest entities or “VIEs” in their structure as a result of","page_number":23,"box":{"x":89,"y":142,"width":835,"height":12}},{"id":"642b1ef1-39c5-4fd6-b805-4b5f83bbdb28","block_type":"box","text":"foreign ownership restrictions. In a VIE structure, a Chinese operating company establishes a shell company in another","page_number":23,"box":{"x":88,"y":157,"width":830,"height":13}},{"id":"71a8517f-0021-4521-acc4-a6de8ddf072d","block_type":"box","text":"jurisdiction to issue stock to public shareholders. When a VIE structure is used by a Chinese company to list its stock in the","page_number":23,"box":{"x":88,"y":172,"width":858,"height":13}},{"id":"39bca7d2-5ab7-4e8e-85c5-9828278df276","block_type":"box","text":"U.S., instead of owning the equity securities of the Chinese company, the U.S.-listed shell company directly or indirectly enters","page_number":23,"box":{"x":89,"y":188,"width":879,"height":12}},{"id":"66dadc4b-9440-4db2-a411-4a9527112e1a","block_type":"box","text":"into contracts with the Chinese operating company under Chinese law. These contracts provide the U.S.-listed shell company","page_number":23,"box":{"x":89,"y":203,"width":875,"height":12}},{"id":"9eaf8a1b-c72d-4511-9f41-ed49d2008e61","block_type":"box","text":"with only economic exposure to the Chinese company and do not represent equity ownership in the operating company.","page_number":23,"box":{"x":88,"y":218,"width":845,"height":12}},{"id":"3ee5fa81-525d-4e34-9eda-da9619450693","block_type":"box","text":"While VIEs are a longstanding practice that is well known to Chinese officials and regulators, they have not been formally","page_number":23,"box":{"x":88,"y":244,"width":846,"height":13}},{"id":"c35befff-8609-4834-88c4-b046cbc83cbc","block_type":"box","text":"recognized under Chinese law. The Chinese government has provided guidance to and placed restrictions on Chinese-based","page_number":23,"box":{"x":89,"y":259,"width":867,"height":13}},{"id":"cd2d0f03-929a-4945-9d9d-0bd478844bd5","block_type":"box","text":"companies raising capital offshore, including through VIEs. In 2023, the China Securities Regulatory Commission (“CSRC”)","page_number":23,"box":{"x":89,"y":274,"width":854,"height":13}},{"id":"0b70d727-475c-4fa8-95fd-7aab95fa440a","block_type":"box","text":"released new rules that permit the use of VIE structures, provided they abide by Chinese laws and register with the CSRC. The","page_number":23,"box":{"x":89,"y":290,"width":876,"height":12}},{"id":"b49b2625-6bb7-4d1f-916e-4cefb4ca34a2","block_type":"box","text":"rules, however, may cause Chinese companies to undergo greater scrutiny and add costs to VIE structures. Intervention,","page_number":23,"box":{"x":89,"y":305,"width":838,"height":12}},{"id":"04bcd34e-83f8-4303-acad-de80669e4e64","block_type":"box","text":"rulemaking or guidance by the Chinese government with respect to VIE structures or the non-enforcement of VIE-related","page_number":23,"box":{"x":89,"y":320,"width":847,"height":12}},{"id":"f46cf7cd-f596-4425-94e7-dcd6f4979339","block_type":"box","text":"contractual rights could significantly affect the operating company’s business in China, the enforceability of the U.S.-listed","page_number":23,"box":{"x":89,"y":335,"width":853,"height":12}},{"id":"ddf88dff-05c1-464f-8f57-85d5c7fcef2f","block_type":"box","text":"shell company’s contractual arrangements with the Chinese company and the value of the U.S.-listed stock. Further, the VIE","page_number":23,"box":{"x":89,"y":350,"width":865,"height":12}},{"id":"cfc8a1da-89d8-4420-a830-ae298f57b90e","block_type":"box","text":"contractual arrangement would likely be subject to Chinese law and jurisdiction, and remedies available to the U.S.-listed","page_number":23,"box":{"x":89,"y":365,"width":843,"height":12}},{"id":"17094d5e-32e2-43af-be6b-977123b0bee9","block_type":"box","text":"shell company are uncertain and could be ineffective. In addition to the risk of government intervention, investments through","page_number":23,"box":{"x":89,"y":380,"width":875,"height":13}},{"id":"aa01feb1-acb7-4e3d-a6d1-a2697e95265b","block_type":"box","text":"a VIE structure are subject to the risk that the China-based company (or its officers, directors, or Chinese equity owners) may","page_number":23,"box":{"x":89,"y":395,"width":875,"height":13}},{"id":"e05f998a-3086-4a5d-baaf-9c43c2fa94da","block_type":"box","text":"breach those contractual arrangements, or Chinese law changes in a way that adversely affects the enforceability of these","page_number":23,"box":{"x":89,"y":410,"width":851,"height":13}},{"id":"258992db-c13c-43d5-a84a-6748b7a519ed","block_type":"box","text":"arrangements, or those contracts are otherwise not enforceable under Chinese law, in which case the Fund may suffer","page_number":23,"box":{"x":89,"y":426,"width":827,"height":12}},{"id":"e6513a8b-e7ab-4672-92fb-f113d6838f5f","block_type":"box","text":"significant losses on its investments through a VIE structure with little or no recourse available. Any change in the operations","page_number":23,"box":{"x":89,"y":441,"width":872,"height":12}},{"id":"8bcb1709-8cdf-4f07-893c-fbd079e75583","block_type":"box","text":"of entities in a VIE structure, the status of VIE contractual arrangements or the legal or regulatory environment in China,","page_number":23,"box":{"x":89,"y":456,"width":838,"height":12}},{"id":"2cf01c80-f101-4451-9215-f36b82474557","block_type":"box","text":"generally or with respect to specific industries, could result in significant, and possibly permanent and/or total, losses to a","page_number":23,"box":{"x":89,"y":471,"width":853,"height":12}},{"id":"bc23fb52-47ed-473f-8543-6d75a98e6bb5","block_type":"box","text":"Fund.","page_number":23,"box":{"x":89,"y":486,"width":38,"height":10}},{"id":"09fd1e8f-ae52-4e4c-a736-ab7c34d8e862","block_type":"box","text":"While the Chinese economy has experienced past periods of rapid growth, there is no assurance that such growth rates will","page_number":23,"box":{"x":88,"y":513,"width":864,"height":12}},{"id":"ea633c85-28e9-4680-9729-fa9b90ac830f","block_type":"box","text":"recur. China may experience substantial rates of inflation, significant indebtedness or economic recessions, causing a","page_number":23,"box":{"x":89,"y":528,"width":819,"height":12}},{"id":"25e996d8-80a6-4697-871d-caee73725a92","block_type":"box","text":"negative effect on the economy and securities market. China’s economy is heavily dependent on export growth. Reduction in","page_number":23,"box":{"x":89,"y":543,"width":873,"height":12}},{"id":"a4e70e8b-cdc6-4a60-a140-61f7dd473efa","block_type":"box","text":"spending on Chinese products and services, supply chain diversification, institution of additional tariffs, sanctions or other","page_number":23,"box":{"x":89,"y":558,"width":854,"height":12}},{"id":"6e3e7c8e-8aee-46e8-b397-006e34abd22c","block_type":"box","text":"trade barriers (including as a result of heightened trade tensions between China and the U.S. or in response to actual or","page_number":23,"box":{"x":88,"y":573,"width":835,"height":12}},{"id":"df146656-0357-4390-80f2-c18700fc27cf","block_type":"box","text":"alleged Chinese cyber activity) or a downturn in any of the economies of China’s key trading partners may have an adverse","page_number":23,"box":{"x":89,"y":588,"width":858,"height":12}},{"id":"aaac6708-4729-4622-a608-42dfe94d056a","block_type":"box","text":"impact on the Chinese economy and the companies in which a Fund invests. Certain Chinese companies (which may change","page_number":23,"box":{"x":89,"y":603,"width":874,"height":13}},{"id":"663f7610-723b-4426-b885-dd641e20d2ad","block_type":"box","text":"from time to time) are directly or indirectly subject to economic or trade restrictions imposed by the U.S. or other","page_number":23,"box":{"x":88,"y":618,"width":791,"height":13}},{"id":"09d56a5d-9d44-4412-90dc-82c9bdb21c1c","block_type":"box","text":"governments due to national security, human rights or other concerns of such government. For example, certain foreign","page_number":23,"box":{"x":89,"y":633,"width":840,"height":13}},{"id":"255c8d06-47f4-4b14-ad21-3646f2e30a36","block_type":"box","text":"technology companies are subject to U.S. export controls as those companies are believed to pose a risk to U.S. interests. The","page_number":23,"box":{"x":88,"y":649,"width":877,"height":12}},{"id":"40c4983d-b73f-473a-8b22-b0bbbd38ca49","block_type":"box","text":"U.S. also bans imports of goods produced in certain regions of China or by certain Chinese companies due to concerns about","page_number":23,"box":{"x":89,"y":664,"width":876,"height":12}},{"id":"140153be-c998-41f3-b51a-10a00f630e09","block_type":"box","text":"forced labor. Such restrictions may have unanticipated and adverse effects on the Chinese economy and companies. Any","page_number":23,"box":{"x":88,"y":679,"width":845,"height":12}},{"id":"d4c110ae-4d89-42ff-afb0-162d24277665","block_type":"box","text":"action that targets Chinese financial markets or securities exchanges could interfere with orderly trading, delay settlement or","page_number":23,"box":{"x":89,"y":694,"width":873,"height":12}},{"id":"50d0f918-716d-4ae4-9d75-e9131d90be83","block_type":"box","text":"cause market disruptions. The Underlying Index of a Fund may include companies that are subject to economic or trade","page_number":23,"box":{"x":89,"y":709,"width":840,"height":12}},{"id":"79320fce-676d-4445-a18a-4f1b1526a606","block_type":"box","text":"restrictions (but not investment restrictions) imposed by the U.S. or other governments. So long as these restrictions do not","page_number":23,"box":{"x":89,"y":724,"width":865,"height":13}},{"id":"3a926ee4-0703-4c72-8fbd-1a6814541b5d","block_type":"box","text":"include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective","page_number":23,"box":{"x":89,"y":739,"width":867,"height":13}},{"id":"51162882-8294-4ec6-bac6-e47c898d497b","block_type":"box","text":"to track the performance of its Underlying Index.","page_number":23,"box":{"x":88,"y":754,"width":340,"height":13}},{"id":"780a8a66-67f9-4296-b7f7-892fdc25e940","block_type":"box","text":"The tax laws and regulations in the People’s Republic of China (“PRC”) are subject to change, including the issuance of","page_number":23,"box":{"x":88,"y":781,"width":833,"height":12}},{"id":"d9528a57-4e9d-4d46-91f5-f298774deecd","block_type":"box","text":"authoritative guidance or enforcement, possibly with retroactive effect. The interpretation, applicability and enforcement of","page_number":23,"box":{"x":89,"y":796,"width":863,"height":12}},{"id":"57805441-1b3c-4f00-9900-cb56a98c90c9","block_type":"box","text":"such laws by PRC tax authorities are not as consistent and transparent as those of more developed nations, and may vary","page_number":23,"box":{"x":89,"y":811,"width":849,"height":12}},{"id":"c83cb847-5026-4192-b903-93b7d874b1ac","block_type":"box","text":"over time and from region to region. The application and enforcement of PRC tax rules could have a significant adverse effect","page_number":23,"box":{"x":89,"y":826,"width":876,"height":13}},{"id":"41b80013-2e45-461d-a41f-97409ae244f8","block_type":"box","text":"on a Fund and its investors, particularly in relation to capital gains withholding tax imposed upon non-residents. In addition,","page_number":23,"box":{"x":89,"y":841,"width":867,"height":13}},{"id":"d82c35eb-ed20-4f32-9dff-94ce41464988","block_type":"box","text":"the accounting, auditing and financial reporting standards and practices applicable to Chinese companies may be less","page_number":23,"box":{"x":88,"y":856,"width":826,"height":13}},{"id":"8b554f58-c660-4b91-9998-634d252d014e","block_type":"box","text":"16","page_number":23,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"ec5c7c05-df7e-42a2-aea7-96ef885b5fec","block_type":"box","text":"rigorous, and may result in significant differences between financial statements prepared in accordance with PRC accounting","page_number":24,"box":{"x":89,"y":44,"width":874,"height":12}},{"id":"f4213837-78ef-462f-9fcd-b29d8796417c","block_type":"box","text":"standards and practice and those prepared in accordance with international accounting standards.","page_number":24,"box":{"x":89,"y":59,"width":691,"height":12}},{"id":"04fe502d-6f82-4971-8740-40d9c6eb0682","block_type":"box","text":"Risk of Investing in Chinese Equity Markets.","page_number":24,"box":{"x":89,"y":85,"width":313,"height":13}},{"id":"46d7bdac-2c50-4c37-ade9-fdadd7b8f117","block_type":"box","text":"There are several types of Chinese equity securities:","page_number":24,"box":{"x":411,"y":85,"width":360,"height":13}},{"id":"5ba5da35-d01a-4114-8e73-8131a1bb58ce","block_type":"box","text":"• H-shares, which are securities of companies incorporated in the PRC that are denominated in Hong Kong dollars","page_number":24,"box":{"x":121,"y":106,"width":819,"height":12}},{"id":"6b74c2c1-6821-48f8-a50a-71aee48668cb","block_type":"box","text":"and listed on the Stock Exchange of Hong Kong (“SEHK”);","page_number":24,"box":{"x":154,"y":121,"width":404,"height":12}},{"id":"3491d897-cec1-42aa-87ae-d35853314ea5","block_type":"box","text":"• A-shares, which are securities of companies incorporated in the PRC that are denominated in renminbi and listed on","page_number":24,"box":{"x":121,"y":141,"width":846,"height":12}},{"id":"92c11ecf-0ba9-496f-8680-2a0b4ca1f653","block_type":"box","text":"the Shanghai Stock Exchange (“SSE”) and the Shenzhen Stock Exchange (“SZSE”);","page_number":24,"box":{"x":153,"y":156,"width":579,"height":12}},{"id":"98975427-ef00-4e16-b026-9f7b0e9516f6","block_type":"box","text":"• B-shares, which are securities of companies incorporated in the PRC that are denominated in U.S. dollars (in the","page_number":24,"box":{"x":121,"y":176,"width":815,"height":13}},{"id":"0eb45b16-9821-447f-9b6b-a7c67c7bb849","block_type":"box","text":"case of the SSE) or Hong Kong dollars (in the case of the SZSE) and listed on the SSE and the SZSE;","page_number":24,"box":{"x":154,"y":191,"width":692,"height":13}},{"id":"326d729f-aa00-4d41-8596-a8e095ffdd5e","block_type":"box","text":"• Red-Chips, which are Hong Kong-listed securities issued by companies that are incorporated in certain foreign","page_number":24,"box":{"x":121,"y":211,"width":803,"height":13}},{"id":"4a9a0ae5-5cec-400d-bcfd-6124cb1a6dde","block_type":"box","text":"jurisdictions and that are controlled, directly or indirectly, by entities owned by the national government or local","page_number":24,"box":{"x":153,"y":227,"width":779,"height":12}},{"id":"204e2f06-bf35-44b6-bf97-8dd636850e7e","block_type":"box","text":"governments in the PRC and derive substantial revenues from or allocate substantial assets in the PRC; and","page_number":24,"box":{"x":154,"y":242,"width":748,"height":12}},{"id":"948c4261-84f4-4900-89ce-2bd1a58936dd","block_type":"box","text":"• P-Chips, which are Hong Kong-listed securities issued by companies that are incorporated in certain foreign","page_number":24,"box":{"x":121,"y":262,"width":786,"height":12}},{"id":"010a5265-1222-4de1-979d-3ca7631ddd16","block_type":"box","text":"jurisdictions and that are controlled, directly or indirectly, by individuals in the PRC and derive substantial revenues","page_number":24,"box":{"x":153,"y":277,"width":800,"height":12}},{"id":"29650d76-cffc-488e-bd1d-b189c77f5ea3","block_type":"box","text":"from or allocate substantial assets in the PRC.","page_number":24,"box":{"x":153,"y":292,"width":320,"height":10}},{"id":"40817d12-6a78-4118-ad3d-df254704ab70","block_type":"box","text":"Securities listed on the SSE or the SZSE are divided into two classes: A-shares, which are mostly limited to domestic investors,","page_number":24,"box":{"x":88,"y":319,"width":880,"height":12}},{"id":"94e5388f-557e-433e-bf3b-aa3c3d4608f3","block_type":"box","text":"and B-shares, which are allocated for both international and domestic investors. The A-shares market is generally subject to","page_number":24,"box":{"x":89,"y":334,"width":867,"height":12}},{"id":"c2d2e1ae-288b-4d32-8b10-4f3a6396ce52","block_type":"box","text":"greater government restrictions, including trading suspensions, which may lead to increased liquidity risks. The B-shares","page_number":24,"box":{"x":89,"y":349,"width":843,"height":12}},{"id":"7c1a2cba-5807-4eaf-a8a0-f14cf318e01c","block_type":"box","text":"market is generally smaller and less liquid and has a smaller issuer base than the A-shares market, which may lead to","page_number":24,"box":{"x":89,"y":364,"width":819,"height":12}},{"id":"af02e7cc-1881-49fd-a210-2d4b18299826","block_type":"box","text":"significant price volatility. B-shares, H-shares, P-Chips or Red-Chips of issuers that also issue A-shares may trade at","page_number":24,"box":{"x":89,"y":379,"width":804,"height":12}},{"id":"904dbcb8-9dc8-41f6-a4d7-53842720390a","block_type":"box","text":"significant discounts to their A-shares counterparts. The issuance of B-shares and H-shares by Chinese companies and the","page_number":24,"box":{"x":89,"y":394,"width":860,"height":12}},{"id":"42c6a2bd-89c5-4dab-a412-813e60085fab","block_type":"box","text":"ability to obtain a “back-door listing” through Red-Chips or P-Chips is still regarded by the Chinese authorities as an","page_number":24,"box":{"x":89,"y":409,"width":809,"height":13}},{"id":"5269d827-d8dd-43a9-ac78-882613345012","block_type":"box","text":"experiment in economic reform. “Back-door listing” is a means by which a mainland Chinese company issues Red-Chips or","page_number":24,"box":{"x":89,"y":424,"width":861,"height":13}},{"id":"da27b8af-8422-489a-9269-11c79cd3b382","block_type":"box","text":"P-Chips to obtain quick access to international listing and international capital. These share mechanisms are subject to the","page_number":24,"box":{"x":89,"y":439,"width":859,"height":13}},{"id":"8633e70e-9882-43f9-ab31-d5108d330da8","block_type":"box","text":"political and economic policies in China. Market developments, adverse investor perceptions, regulatory and government","page_number":24,"box":{"x":89,"y":455,"width":847,"height":12}},{"id":"621240e6-206f-47ef-9b3c-c6d91f5d3cf6","block_type":"box","text":"intervention (including the possibility of widespread trading suspensions implemented by regulators) and other factors may","page_number":24,"box":{"x":89,"y":470,"width":867,"height":12}},{"id":"36806145-9d67-4bee-a9b0-9d335c267b03","block_type":"box","text":"make it difficult to acquire, dispose of or value Chinese securities, which would lead to adverse effects to a Fund.","page_number":24,"box":{"x":89,"y":485,"width":785,"height":12}},{"id":"8c23a1e5-414c-4ab4-b465-f998c00fda6a","block_type":"box","text":"Risk of Investing in A-shares through Stock Connect","page_number":24,"box":{"x":88,"y":511,"width":362,"height":13}},{"id":"55f349bf-8931-4558-a99a-24ccb221ad34","block_type":"box","text":". A Fund that invests in A-shares does so through the Shanghai-Hong","page_number":24,"box":{"x":451,"y":511,"width":486,"height":13}},{"id":"1f4d6838-5931-4f65-b9ca-3e86c195905e","block_type":"box","text":"Kong Stock Connect program (“Shanghai Connect”) or the Shenzhen-Hong Kong Stock Connect program (“Shenzhen","page_number":24,"box":{"x":89,"y":526,"width":826,"height":13}},{"id":"1c92dcd0-0073-45d2-896c-147ee55ea51f","block_type":"box","text":"Connect,” and together with Shanghai Connect, “Stock Connect”). Stock Connect is a securities trading and clearing","page_number":24,"box":{"x":89,"y":542,"width":815,"height":12}},{"id":"d18873d2-53d1-415e-a587-57bf4c2a570e","block_type":"box","text":"program with an aim to achieve mutual stock market access between the PRC and Hong Kong. Stock Connect was developed","page_number":24,"box":{"x":89,"y":557,"width":879,"height":12}},{"id":"20025479-cfe0-4b2f-8b9a-3185feb52e55","block_type":"box","text":"by Hong Kong Exchanges and Clearing Limited, the SSE (in the case of Shanghai Connect) or the SZSE (in the case of","page_number":24,"box":{"x":89,"y":572,"width":820,"height":12}},{"id":"324ad7c0-ed46-4aa1-9c83-f47894cf2e10","block_type":"box","text":"Shenzhen Connect), and China Securities Depository and Clearing Corporation Limited (“CSDCC”). Under Stock Connect, a","page_number":24,"box":{"x":88,"y":587,"width":862,"height":12}},{"id":"c377341b-cfa4-483f-855a-01cb6241a53e","block_type":"box","text":"Fund’s trading of eligible A-shares listed on the SSE or the SZSE, as applicable, would be effectuated through its Hong Kong","page_number":24,"box":{"x":89,"y":602,"width":862,"height":12}},{"id":"56094963-c37e-4524-9014-300345823cfd","block_type":"box","text":"brokers. Investing in A-shares through Stock Connect is subject to trading, clearance, settlement and other procedures,","page_number":24,"box":{"x":89,"y":617,"width":833,"height":12}},{"id":"a8adf233-816c-4920-a5f2-4b56f1e610b6","block_type":"box","text":"which could pose risks to a Fund.","page_number":24,"box":{"x":88,"y":632,"width":233,"height":13}},{"id":"8da81a6b-1ee7-49ee-8d1d-8a91afe938e4","block_type":"box","text":"Although no individual investment quotas or licensing requirements apply to investors in Stock Connect, trading through","page_number":24,"box":{"x":88,"y":659,"width":847,"height":12}},{"id":"e5abe823-f188-4c19-b470-21cd8ed25175","block_type":"box","text":"Stock Connect is subject to a daily quota (the “Daily Quota”), which limits the maximum net purchases under Stock Connect","page_number":24,"box":{"x":88,"y":674,"width":876,"height":12}},{"id":"92ec0564-b49a-4529-a736-124895c03b84","block_type":"box","text":"each day. The Daily Quota does not belong to a Fund and is utilized on a first-come-first-serve basis. As such, buy orders for","page_number":24,"box":{"x":89,"y":689,"width":868,"height":12}},{"id":"aeefe543-99d4-48b4-a32c-8af663ee07e1","block_type":"box","text":"A-shares would be rejected once the Daily Quota is exceeded (although a Fund will be permitted to sell A-shares regardless","page_number":24,"box":{"x":88,"y":704,"width":865,"height":12}},{"id":"3f0c3e1a-7c8d-4ab4-8e6c-e9d5d1f2c69a","block_type":"box","text":"of the Daily Quota balance). The Daily Quota may restrict a Fund’s ability to invest in A-shares through Stock Connect on a","page_number":24,"box":{"x":89,"y":719,"width":859,"height":13}},{"id":"8aa7fc90-5304-48c4-93a9-91461e4faa4f","block_type":"box","text":"timely basis, which could affect the Fund’s ability to effectively pursue its investment strategy. The Daily Quota is also subject","page_number":24,"box":{"x":88,"y":734,"width":875,"height":13}},{"id":"4d3681df-0c4d-4887-a4c7-477c5f6c90f5","block_type":"box","text":"to change.","page_number":24,"box":{"x":88,"y":749,"width":73,"height":13}},{"id":"8ed97320-f3d1-434e-a70d-4c9d68bd0051","block_type":"box","text":"A-shares purchased through Stock Connect generally may only be sold or otherwise transferred through Stock Connect and","page_number":24,"box":{"x":88,"y":776,"width":869,"height":12}},{"id":"00be8ec4-5abc-4536-98aa-2986f77f2792","block_type":"box","text":"in accordance with applicable rules. In order to comply with applicable local market rules and to facilitate orderly operations","page_number":24,"box":{"x":89,"y":791,"width":867,"height":12}},{"id":"89d34726-40c2-4993-99b9-c55d92f7ad9c","block_type":"box","text":"of a Fund, including the timely settlement of Stock Connect trades placed by or on behalf of the Fund, BFA utilizes an","page_number":24,"box":{"x":89,"y":806,"width":816,"height":12}},{"id":"c58010e2-9903-4544-9e30-a999c369433d","block_type":"box","text":"operating model that will only be used by iShares ETFs with investments in A-shares through Stock Connect. Such operating","page_number":24,"box":{"x":89,"y":821,"width":870,"height":13}},{"id":"c2138544-b572-4227-8be9-0291619ded49","block_type":"box","text":"model may reduce the risks of trade failures; however, it will also allow Stock Connect trades to be settled without the prior","page_number":24,"box":{"x":89,"y":836,"width":860,"height":13}},{"id":"8c4b5043-9264-4f5d-abe9-9d20daeea16a","block_type":"box","text":"verification by a Fund. Accordingly, this operating model may subject a Fund to additional risks, including an increased risk of","page_number":24,"box":{"x":88,"y":851,"width":879,"height":13}},{"id":"f89152bb-7903-4792-a542-78f79caf961d","block_type":"box","text":"17","page_number":24,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"7eb47657-cc71-474c-9a77-de21df4bd134","block_type":"box","text":"inadvertently exceeding certain trade or other restrictions or limits placed on the Fund and/or its affiliates, and a heightened","page_number":25,"box":{"x":89,"y":44,"width":869,"height":12}},{"id":"3cabec11-5d13-4f4d-ae76-192f6b7b8d80","block_type":"box","text":"risk of erroneous trades, which may negatively impact the Fund.","page_number":25,"box":{"x":89,"y":59,"width":448,"height":12}},{"id":"b49be8d9-dcf9-4564-975d-f5fb33f3946c","block_type":"box","text":"While A-shares must be designated as eligible to be traded through Stock Connect (such eligible A-shares listed on the SSE,","page_number":25,"box":{"x":88,"y":85,"width":867,"height":13}},{"id":"beac0205-be1b-4760-9064-bde56061764c","block_type":"box","text":"the “SSE Securities,” and such eligible A-shares listed on the SZSE, the “SZSE Securities”), those A-shares may also lose such","page_number":25,"box":{"x":88,"y":101,"width":873,"height":12}},{"id":"5c210a77-a529-48b6-bb4a-933bc787810b","block_type":"box","text":"designation, and if this occurs, such A-shares may be sold but could no longer be purchased through Stock Connect. With","page_number":25,"box":{"x":89,"y":116,"width":856,"height":12}},{"id":"5dc383f1-4a34-434b-a065-0a400d11debd","block_type":"box","text":"respect to sell orders through Stock Connect, the SEHK carries out pre-trade checks to ensure an investor has sufficient A","page_number":25,"box":{"x":89,"y":131,"width":854,"height":12}},{"id":"f2021a47-53d5-4810-9f08-d0bfe9f113eb","block_type":"box","text":"shares in its account before the market opens on the trading day. Accordingly, if there are insufficient A-shares in an","page_number":25,"box":{"x":89,"y":146,"width":810,"height":12}},{"id":"18354526-9a4b-4201-b8eb-f0896625fa91","block_type":"box","text":"investor’s account before the market opens on the trading day, the sell order will be rejected, which may adversely impact a","page_number":25,"box":{"x":89,"y":161,"width":862,"height":12}},{"id":"b0288439-5846-4a9d-a86e-9397779ea986","block_type":"box","text":"Fund’s performance.","page_number":25,"box":{"x":89,"y":176,"width":143,"height":13}},{"id":"7add4533-b2dd-4a4f-a69f-1b35361325d3","block_type":"box","text":"In addition, Stock Connect operates only on days when both the Chinese and the Hong Kong markets are open for trading","page_number":25,"box":{"x":89,"y":203,"width":853,"height":12}},{"id":"accef580-eae3-4421-9986-356c2c5f4de2","block_type":"box","text":"and when banking services are available in both markets on the corresponding settlement days. Therefore, an investment in","page_number":25,"box":{"x":89,"y":218,"width":865,"height":12}},{"id":"dd4551f0-48e5-48a5-80b0-01f8ee5c2e61","block_type":"box","text":"A-shares through Stock Connect may subject a Fund to the risk of price fluctuations on days when the Chinese markets are","page_number":25,"box":{"x":88,"y":233,"width":866,"height":12}},{"id":"5dd5ae82-152a-4c45-98fb-8db70e877e17","block_type":"box","text":"open, but Stock Connect is not trading. Each of the SEHK, SSE and SZSE reserves the right to suspend trading through Stock","page_number":25,"box":{"x":89,"y":248,"width":869,"height":12}},{"id":"7f15da43-f90b-4c5e-9d27-66eefe9fb3e9","block_type":"box","text":"Connect under certain circumstances. Where such a suspension of trading is effected, a Fund’s ability to access A-shares","page_number":25,"box":{"x":89,"y":263,"width":846,"height":12}},{"id":"6a851b60-b5e9-45af-99be-efec5916358d","block_type":"box","text":"through Stock Connect will be adversely affected. In addition, if one or both of the Chinese and Hong Kong markets are","page_number":25,"box":{"x":88,"y":278,"width":834,"height":13}},{"id":"c341bd4b-4cde-435b-abe6-5e37e4ff56d8","block_type":"box","text":"closed on a U.S. trading day, a Fund may not be able to acquire or dispose of A-shares through Stock Connect in a timely","page_number":25,"box":{"x":89,"y":293,"width":845,"height":13}},{"id":"e3b94144-1440-45d3-9744-511fd16b201c","block_type":"box","text":"manner, which could adversely affect the Fund’s performance.","page_number":25,"box":{"x":89,"y":308,"width":435,"height":13}},{"id":"aa1f8222-f39f-4e3a-8529-246d85c50919","block_type":"box","text":"A Fund’s investments in A-shares through Stock Connect are held by its custodian in accounts in the Central Clearing and","page_number":25,"box":{"x":88,"y":335,"width":853,"height":12}},{"id":"d183847d-b367-452c-9d05-7503d218ecd2","block_type":"box","text":"Settlement System (“CCASS”) maintained by the Hong Kong Securities Clearing Company Limited (“HKSCC”), which in turn","page_number":25,"box":{"x":88,"y":350,"width":867,"height":12}},{"id":"ab662c4b-d529-4ebf-8f65-cd7fe6e3cd48","block_type":"box","text":"holds the A-shares, as the nominee holder, through an omnibus securities account in its name registered with the CSDCC.","page_number":25,"box":{"x":89,"y":365,"width":853,"height":12}},{"id":"47095f6e-0551-46ce-9678-9a67bc6b4243","block_type":"box","text":"The precise nature and rights of a Fund as the beneficial owner of the SSE Securities or SZSE Securities through HKSCC as","page_number":25,"box":{"x":88,"y":392,"width":853,"height":12}},{"id":"3b49a5eb-19e3-4453-9b5e-ee3f3aa6ebf2","block_type":"box","text":"nominee is not well defined under PRC law. There is a lack of a clear definition of, and distinction between, legal ownership","page_number":25,"box":{"x":89,"y":407,"width":857,"height":12}},{"id":"56dbb717-8d0d-4429-b57b-4054f37f9ea6","block_type":"box","text":"and beneficial ownership under PRC law and there have been few cases involving a nominee account structure in the PRC","page_number":25,"box":{"x":89,"y":422,"width":850,"height":12}},{"id":"cb80f924-332f-475e-b69d-64c715168896","block_type":"box","text":"courts. The exact nature and methods of enforcement of the rights and interests of a Fund under PRC law is also uncertain.","page_number":25,"box":{"x":89,"y":437,"width":862,"height":12}},{"id":"6ebead2b-fc3a-4c2d-a042-29ae1a85c94c","block_type":"box","text":"In the unlikely event that HKSCC becomes subject to winding up proceedings in Hong Kong, there is a risk that the SSE","page_number":25,"box":{"x":89,"y":463,"width":829,"height":13}},{"id":"385d5c35-9cc2-4adb-9930-7cd4821055eb","block_type":"box","text":"Securities or SZSE Securities may not be regarded as held for the beneficial ownership of a Fund or as part of the general","page_number":25,"box":{"x":88,"y":479,"width":843,"height":12}},{"id":"4483f1ff-57a0-46e3-b449-1fefcea84fb2","block_type":"box","text":"assets of HKSCC available for general distribution to its creditors.","page_number":25,"box":{"x":89,"y":494,"width":452,"height":12}},{"id":"3f6f0327-927f-41fb-a14e-bcdd5a532bca","block_type":"box","text":"Notwithstanding the fact that HKSCC does not claim proprietary interests in the SSE Securities or SZSE Securities held in its","page_number":25,"box":{"x":89,"y":520,"width":861,"height":12}},{"id":"c4859099-1925-42d7-96f8-98dafb361070","block_type":"box","text":"omnibus stock account in the CSDCC, the CSDCC as the share registrar for SSE- or SZSE-listed companies will still treat","page_number":25,"box":{"x":89,"y":535,"width":834,"height":13}},{"id":"8bfb1661-3fef-4b63-834a-070ced606f91","block_type":"box","text":"HKSCC as one of the shareholders when it handles corporate actions in respect of such SSE Securities or SZSE Securities.","page_number":25,"box":{"x":89,"y":550,"width":845,"height":13}},{"id":"00d80911-884f-478c-90a3-43eb3f0b2447","block_type":"box","text":"HKSCC monitors the corporate actions affecting SSE Securities and SZSE Securities and keeps participants of CCASS","page_number":25,"box":{"x":89,"y":577,"width":812,"height":12}},{"id":"0bc51db9-62d7-43c3-a276-89f833feb075","block_type":"box","text":"informed of all such corporate actions that require CCASS participants to take steps in order to participate in them. A Fund","page_number":25,"box":{"x":89,"y":592,"width":857,"height":12}},{"id":"97af4609-34a2-4997-8112-f76094c87b71","block_type":"box","text":"will therefore depend on HKSCC for both settlement and notification and implementation of corporate actions.","page_number":25,"box":{"x":88,"y":607,"width":775,"height":12}},{"id":"acfb6550-28ca-441f-9e21-3c885f0abc44","block_type":"box","text":"The HKSCC is responsible for the clearing, settlement and provision of depositary, nominee and other related services of the","page_number":25,"box":{"x":88,"y":633,"width":866,"height":13}},{"id":"c17bd468-66f8-426a-91ed-dd086dc8c302","block_type":"box","text":"trades executed by Hong Kong market participants and investors. Accordingly, investors do not hold SSE Securities or SZSE","page_number":25,"box":{"x":88,"y":649,"width":860,"height":12}},{"id":"bc8c2bb9-2161-4b07-a403-e05f594dc6cb","block_type":"box","text":"Securities directly; rather, they are held through their brokers’ or custodians’ accounts with CCASS. The HKSCC and the","page_number":25,"box":{"x":88,"y":664,"width":833,"height":12}},{"id":"213c0cb5-73e2-4716-b26d-0e75c2431a94","block_type":"box","text":"CSDCC establish clearing links and each has become a participant of the other to facilitate clearing and settlement of cross","page_number":25,"box":{"x":89,"y":679,"width":865,"height":12}},{"id":"8f10fa2e-61de-449d-bfb6-e90099944603","block_type":"box","text":"border trades. Should CSDCC default and the CSDCC be declared as a defaulter, HKSCC’s liabilities in Stock Connect under its","page_number":25,"box":{"x":89,"y":694,"width":875,"height":11}},{"id":"9c7ee092-ca08-4c5f-a4ef-13667dd8a771","block_type":"box","text":"market contracts with clearing participants will be limited to assisting clearing participants in pursuing their claims against","page_number":25,"box":{"x":89,"y":709,"width":857,"height":12}},{"id":"cc1238c5-92a1-4941-9188-63a515d69398","block_type":"box","text":"the CSDCC. In that event, a Fund may suffer delays in the recovery process or may not be able to fully recover its losses from","page_number":25,"box":{"x":88,"y":724,"width":869,"height":13}},{"id":"d24fbc8d-3438-452a-bfb4-b61a48c103b5","block_type":"box","text":"the CSDCC.","page_number":25,"box":{"x":88,"y":739,"width":80,"height":10}},{"id":"da89c3a2-c928-421a-bde2-2008df643195","block_type":"box","text":"Market participants are able to participate in Stock Connect subject to meeting certain information technology capability, risk","page_number":25,"box":{"x":89,"y":766,"width":876,"height":12}},{"id":"423d5830-aa85-4ba7-944e-730b6fb0d2a3","block_type":"box","text":"management and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the","page_number":25,"box":{"x":89,"y":781,"width":833,"height":12}},{"id":"7fffd665-a111-4260-bf82-29496157c820","block_type":"box","text":"“connectivity” in Stock Connect requires the routing of orders across the borders of Hong Kong and the PRC. This requires","page_number":25,"box":{"x":89,"y":796,"width":853,"height":12}},{"id":"7bb56645-10f0-4e7e-a503-ae4c33a7a2f8","block_type":"box","text":"the development of new information technology systems on the part of the SEHK and exchange participants. There is no","page_number":25,"box":{"x":88,"y":811,"width":845,"height":12}},{"id":"04fec1c7-3323-40a4-90ee-963911e7ce79","block_type":"box","text":"assurance that these systems will function properly or will continue to be adapted to changes and developments in both","page_number":25,"box":{"x":89,"y":826,"width":842,"height":13}},{"id":"03c44c3b-1848-475e-9ca7-8170591948e7","block_type":"box","text":"markets. In the event that the relevant systems fail to function properly, trading in A-shares through Stock Connect could be","page_number":25,"box":{"x":89,"y":841,"width":868,"height":13}},{"id":"09aeee00-91ea-4dc2-8a95-18f8b392bf6d","block_type":"box","text":"disrupted, and a Fund’s ability to achieve its investment objective may be adversely affected.","page_number":25,"box":{"x":89,"y":856,"width":644,"height":13}},{"id":"271907ec-09ce-44a6-b857-461d8f031a19","block_type":"box","text":"18","page_number":25,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"d60f4e81-c40a-4c6c-b282-b941f06161af","block_type":"box","text":"The Shanghai Connect program, launched in November 2014, and the Shenzhen Connect program, launched in December","page_number":26,"box":{"x":88,"y":44,"width":857,"height":12}},{"id":"48126dfe-f80e-48ab-9cc0-89dfc79ed991","block_type":"box","text":"2016, do not have an extensive operating history. Stock Connect is subject to regulations promulgated by regulatory","page_number":26,"box":{"x":89,"y":59,"width":812,"height":12}},{"id":"4e3159e6-8f45-41ab-9c9d-d86056e7355e","block_type":"box","text":"authorities and implementation rules made by the stock exchanges in the PRC and Hong Kong. There is no certainty as to","page_number":26,"box":{"x":89,"y":74,"width":850,"height":12}},{"id":"181459b2-9027-4bcc-8218-b7d21926be5e","block_type":"box","text":"how the current regulations will be applied or interpreted going forward, and new or revised regulations may be issued from","page_number":26,"box":{"x":89,"y":89,"width":868,"height":13}},{"id":"33b05a94-5bad-4e60-90cd-968a9d0ec4a7","block_type":"box","text":"time to time by the regulators and stock exchanges in China and Hong Kong in connection with operations, legal","page_number":26,"box":{"x":88,"y":104,"width":789,"height":13}},{"id":"32d5fda4-0a96-4374-9507-f81b0321b2db","block_type":"box","text":"enforcement and cross-border trades under Stock Connect. In addition, there can be no assurance that Stock Connect will","page_number":26,"box":{"x":89,"y":119,"width":855,"height":12}},{"id":"b683b67f-36d3-475f-893d-04b2ce5d9e53","block_type":"box","text":"not be discontinued. A Fund may be adversely affected as a result of such changes. Furthermore, the securities regimes and","page_number":26,"box":{"x":89,"y":135,"width":866,"height":12}},{"id":"218d944e-02de-42cb-853e-52ef577f63e3","block_type":"box","text":"legal systems of China and Hong Kong differ significantly and issues may arise based on these differences. Further, different","page_number":26,"box":{"x":89,"y":150,"width":863,"height":12}},{"id":"1811b01d-d42f-44f7-9179-caaf274232c5","block_type":"box","text":"fees, costs and taxes are imposed on foreign investors acquiring A-shares through Stock Connect, and these fees, costs and","page_number":26,"box":{"x":88,"y":165,"width":866,"height":12}},{"id":"f198d724-f507-45e4-afca-7c1c53dde7a4","block_type":"box","text":"taxes may be higher than comparable fees, costs and taxes imposed on owners of other Chinese securities providing similar","page_number":26,"box":{"x":88,"y":180,"width":868,"height":12}},{"id":"eb48ca30-b4dd-4d0e-9961-87da495f6ff8","block_type":"box","text":"investment exposure.","page_number":26,"box":{"x":89,"y":196,"width":148,"height":11}},{"id":"9daa5562-272f-4b44-8c22-b33f8d4d78b2","block_type":"box","text":"A-Share Market Suspension Risk","page_number":26,"box":{"x":87,"y":222,"width":229,"height":12}},{"id":"9f8d16dd-db7d-47d8-a884-9945758a83b1","block_type":"box","text":". A-shares may only be bought from, or sold to, a Fund at times when the relevant A-shares","page_number":26,"box":{"x":317,"y":222,"width":639,"height":12}},{"id":"634258f0-08ea-4f29-a401-098f0fbebbb8","block_type":"box","text":"may be sold or purchased on the relevant Chinese stock exchange. The A-shares market can have a higher propensity for","page_number":26,"box":{"x":89,"y":237,"width":848,"height":12}},{"id":"06d80018-5281-4a6a-a799-e460fb5d98cc","block_type":"box","text":"trading suspensions than many other global equity markets. Trading suspensions in certain stocks could lead to greater","page_number":26,"box":{"x":88,"y":252,"width":838,"height":12}},{"id":"8693e88d-740a-4105-9d6f-1782c994d918","block_type":"box","text":"market execution risk, valuation risks and liquidity risks and costs for a Fund, as well as for Authorized Participants that","page_number":26,"box":{"x":89,"y":267,"width":832,"height":12}},{"id":"9a16b775-587f-4335-9caf-f447377bed08","block_type":"box","text":"create and redeem Creation Units of the Fund. The SSE and SZSE currently apply a daily limit, set at 10%, of the amount of","page_number":26,"box":{"x":89,"y":282,"width":858,"height":12}},{"id":"7876ad69-c454-4441-a659-1aa30e498271","block_type":"box","text":"fluctuation permitted in the prices of A-shares during a single trading day. The daily limit refers to price movements only and","page_number":26,"box":{"x":88,"y":297,"width":873,"height":12}},{"id":"55e9210b-82ca-4d4e-98e9-bd3117770a37","block_type":"box","text":"does not restrict trading within the relevant limit. There can be no assurance that a liquid market on an exchange will exist for","page_number":26,"box":{"x":89,"y":312,"width":879,"height":13}},{"id":"1924ec6b-36d0-4e0b-80fc-0912c82a512d","block_type":"box","text":"any particular A-share or for any particular time. This could increase a Fund’s tracking error and/or cause a Fund to trade in","page_number":26,"box":{"x":89,"y":327,"width":864,"height":13}},{"id":"2575a0c1-fa19-4ac6-82b6-c42422bd3d0e","block_type":"box","text":"the market at greater bid-ask spreads or greater premiums or discounts to the Fund’s NAV. Given that the A-shares market is","page_number":26,"box":{"x":88,"y":342,"width":875,"height":13}},{"id":"301dad3c-709c-434c-86f2-d9b7c812a796","block_type":"box","text":"considered volatile and unstable (with the risk of widespread trading suspensions or government intervention), the creation","page_number":26,"box":{"x":89,"y":358,"width":865,"height":12}},{"id":"b831fc96-0bb1-45d3-9f92-8efd29b5f500","block_type":"box","text":"and redemption of Creation Units may also be disrupted.","page_number":26,"box":{"x":89,"y":373,"width":395,"height":12}},{"id":"6200163a-aed9-443d-b38f-c9538802f38e","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":26,"box":{"x":89,"y":399,"width":295,"height":13}},{"id":"cb3873ee-250f-4104-bc96-493a727f721a","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":26,"box":{"x":393,"y":399,"width":544,"height":13}},{"id":"29a59409-cf9e-4de5-840e-06bb99373cd1","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":26,"box":{"x":89,"y":414,"width":585,"height":13}},{"id":"2a6f4819-2a12-4842-a1b8-6ba872a266d2","block_type":"box","text":"e.g.","page_number":26,"box":{"x":675,"y":417,"width":23,"height":10}},{"id":"84ab6c43-6b0b-45b8-8760-9f7f3dea49b5","block_type":"box","text":", the financial services sector) as the","page_number":26,"box":{"x":700,"y":414,"width":253,"height":13}},{"id":"188b2721-f190-411a-9c97-afa6b99b86a2","block_type":"box","text":"primary source of economic growth and may be susceptible to the risks of individual service sectors. For example, companies","page_number":26,"box":{"x":89,"y":429,"width":878,"height":13}},{"id":"a25038f8-840d-4d01-8ce4-1ce44e27c3e9","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":26,"box":{"x":89,"y":445,"width":847,"height":12}},{"id":"2348bfef-f709-4c2c-876a-fc97e28f4bc3","block_type":"box","text":"adversely affect the scope of their activities, the prices they can charge and amount of capital they must maintain.","page_number":26,"box":{"x":89,"y":460,"width":797,"height":12}},{"id":"b962aa14-9d53-47f1-b10e-76a99ce01003","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":26,"box":{"x":89,"y":475,"width":876,"height":12}},{"id":"c8d5193b-6bc3-4e90-b799-f2a7d53fce72","block_type":"box","text":"to credit rating downgrades and, as a result, impact, among other things, revenue growth for such companies. If financial","page_number":26,"box":{"x":88,"y":490,"width":848,"height":12}},{"id":"3a315ab5-b5e5-40dd-b376-3bac09debf8e","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":26,"box":{"x":89,"y":505,"width":832,"height":12}},{"id":"557f6972-11cf-4aad-a2e0-bfe0b4085242","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":26,"box":{"x":89,"y":520,"width":828,"height":12}},{"id":"69af5fc5-6f5f-4aea-8f5e-7507654b09ce","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":26,"box":{"x":89,"y":535,"width":876,"height":13}},{"id":"3e5922b3-b727-4ce1-b92b-98684a37f2c7","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":26,"box":{"x":89,"y":550,"width":870,"height":13}},{"id":"5796a30a-2e31-4bef-a199-04d6076d1ef2","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":26,"box":{"x":89,"y":565,"width":854,"height":13}},{"id":"f26918b8-d213-449d-accb-46818bc53e2b","block_type":"box","text":"result, it is possible that interest rates on debt of certain developed countries may rise to levels that make it difficult for such","page_number":26,"box":{"x":89,"y":581,"width":864,"height":12}},{"id":"96b8a501-eaf2-4112-9e58-6896f8973c5a","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":26,"box":{"x":89,"y":596,"width":833,"height":12}},{"id":"b060fd1a-0ba8-469d-828f-19c813d92c14","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":26,"box":{"x":89,"y":611,"width":867,"height":12}},{"id":"8beebece-0a51-449a-9e77-8b71bc1e44c0","block_type":"box","text":"in health care and pension costs. Any increase in health care and pension costs will likely have a negative impact on the","page_number":26,"box":{"x":89,"y":626,"width":835,"height":12}},{"id":"2f8d2e33-ab0e-42d6-90d0-6df675bf1a50","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":26,"box":{"x":89,"y":641,"width":848,"height":12}},{"id":"0b3b2788-ce8b-4e97-9e11-8403d3679148","block_type":"box","text":"crude oil, natural gas, and other commodities. As a result, an increase in demand for, or price fluctuations of, certain","page_number":26,"box":{"x":89,"y":656,"width":811,"height":13}},{"id":"a9d45fe7-d293-438a-ab21-1d282e18f79e","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":26,"box":{"x":89,"y":671,"width":861,"height":13}},{"id":"d0d549b5-2f34-4096-966e-3c3835d2f66d","block_type":"box","text":"the economies of certain key trading partners. Changes in any one economy may cause an adverse impact on several","page_number":26,"box":{"x":88,"y":686,"width":820,"height":13}},{"id":"90527d99-a6e2-4505-af32-aff18da292d3","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":26,"box":{"x":89,"y":702,"width":862,"height":12}},{"id":"a2f08679-97b1-4b41-84f0-ce6c25f69751","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":26,"box":{"x":89,"y":717,"width":856,"height":12}},{"id":"8694790e-7d89-4199-abf1-cdbf40a908f3","block_type":"box","text":"risks, among others, may adversely affect the value of a Fund’s investments.","page_number":26,"box":{"x":89,"y":732,"width":531,"height":12}},{"id":"21461e8d-4227-40de-8db8-fa5314ed9b57","block_type":"box","text":"Risk of Investing in Eastern Europe.","page_number":26,"box":{"x":89,"y":758,"width":253,"height":13}},{"id":"3ea3ecd3-2996-4f69-9e4f-a31f5ab22cf1","block_type":"box","text":"Investing in the securities of issuers located or operating in Eastern Europe is highly","page_number":26,"box":{"x":352,"y":758,"width":583,"height":13}},{"id":"2cc1232e-2afe-4d69-8dfe-e4b758ceef24","block_type":"box","text":"speculative and involves risks not usually associated with investing in the more developed markets of Western Europe.","page_number":26,"box":{"x":89,"y":773,"width":825,"height":13}},{"id":"562b73d3-6e78-40d0-8987-8baf5bfcf853","block_type":"box","text":"Certain Eastern European countries have high public debt levels, significant underground economies, high unemployment","page_number":26,"box":{"x":89,"y":788,"width":853,"height":13}},{"id":"2f188178-7f66-4af3-9e56-063630ef3b5f","block_type":"box","text":"and emigration of skilled workers. Such countries generally have a history of political instability, limited infrastructure and an","page_number":26,"box":{"x":89,"y":804,"width":869,"height":12}},{"id":"404cf0b1-ee1e-42c0-8217-f2b5b48502ab","block_type":"box","text":"inefficient public sector prone to endemic corruption. Political and economic reforms are too recent to establish a definite","page_number":26,"box":{"x":89,"y":819,"width":850,"height":12}},{"id":"a9e4d955-d7ee-45db-b295-e8674963fb8c","block_type":"box","text":"trend away from centrally planned economies and state-owned industries. In the past, some Eastern European governments","page_number":26,"box":{"x":88,"y":834,"width":870,"height":12}},{"id":"87f8442c-2801-4a1c-9d97-cdd6340d2eb1","block_type":"box","text":"have expropriated substantial amounts of private property, and many claims of the property owners have never been fully","page_number":26,"box":{"x":89,"y":849,"width":851,"height":12}},{"id":"df3bb231-1e14-419c-9ca4-e38de08481a7","block_type":"box","text":"settled.","page_number":26,"box":{"x":89,"y":864,"width":49,"height":10}},{"id":"efad8e3c-e838-4b1f-8944-3e4982979edd","block_type":"box","text":"19","page_number":26,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"89bdf12e-929c-4f95-8ca8-f5bdf8c23e12","block_type":"box","text":"Many Eastern European countries continue to move toward market economies at different paces with different","page_number":27,"box":{"x":89,"y":44,"width":774,"height":12}},{"id":"a0bb4a44-5e31-49b0-8548-a4c9cd66c0e8","block_type":"box","text":"characteristics. Many Eastern European securities markets are generally underdeveloped with low, irregular trading volumes,","page_number":27,"box":{"x":89,"y":59,"width":869,"height":12}},{"id":"485826ca-28f8-4a6d-8a05-71e4fa203f4a","block_type":"box","text":"dubious investor protections, and often a dearth of reliable corporate information. Eastern European securities markets are","page_number":27,"box":{"x":89,"y":74,"width":858,"height":12}},{"id":"ab6261b1-479b-4c0d-a14c-084368e1adcf","block_type":"box","text":"generally subject to less government supervision and regulation and may be less liquid and more volatile than securities","page_number":27,"box":{"x":89,"y":89,"width":838,"height":13}},{"id":"103f0dd0-1715-4fa9-b6d0-f6534075056e","block_type":"box","text":"markets in the U.S. or Western European countries. Legal institutions governing private and foreign investments and private","page_number":27,"box":{"x":89,"y":104,"width":863,"height":13}},{"id":"6a09d62c-a6be-4e3e-baa9-cf36ef6917ab","block_type":"box","text":"property may be relatively nascent, inefficient, and unevenly enforced or inequitably enforced. Certain Eastern European","page_number":27,"box":{"x":89,"y":119,"width":836,"height":13}},{"id":"97e54b5b-6549-4dc4-ac54-5f89809be04d","block_type":"box","text":"governments may exercise substantial influence over many aspects of the private sector and may own or control many","page_number":27,"box":{"x":89,"y":135,"width":832,"height":12}},{"id":"dbcca710-f1a3-4829-80a1-fc15eb469e14","block_type":"box","text":"companies. Future government actions could have a significant effect on the economic conditions in such countries, which","page_number":27,"box":{"x":89,"y":150,"width":861,"height":12}},{"id":"05d284ff-99f7-4a6d-8fb1-0680b1161f26","block_type":"box","text":"could have a negative impact on a Fund’s investments. Information and transaction costs, differential taxes, and sometimes","page_number":27,"box":{"x":89,"y":165,"width":863,"height":12}},{"id":"29f4d88d-736d-49ed-96fc-f88c098de142","block_type":"box","text":"political or transfer risk give a comparative advantage to the domestic investor rather than the foreign investor.","page_number":27,"box":{"x":89,"y":180,"width":772,"height":12}},{"id":"81da5243-a1e1-494b-8c34-3cebd58d0f4e","block_type":"box","text":"Eastern European economies may also be particularly susceptible to changes in the international credit markets due to their","page_number":27,"box":{"x":89,"y":206,"width":866,"height":13}},{"id":"96bea2b0-673e-49b4-a038-2d984ed09558","block_type":"box","text":"reliance on bank related inflows of capital. Changes to the economies of countries with substantial foreign direct investment","page_number":27,"box":{"x":89,"y":222,"width":870,"height":12}},{"id":"9ea70210-c54a-407f-9b99-680780c1d3b1","block_type":"box","text":"in certain Eastern European countries may negatively affect the region’s economy. The economy of certain Eastern European","page_number":27,"box":{"x":89,"y":237,"width":870,"height":12}},{"id":"701f9d68-9f67-41da-a7ca-c34c08b875ad","block_type":"box","text":"countries may be adversely affected by global prices for manufactured goods or commodity price declines to the extent that","page_number":27,"box":{"x":89,"y":252,"width":869,"height":12}},{"id":"5a71a214-56e1-41c8-9a44-6499abf0d91c","block_type":"box","text":"a country relies on the export of such products.","page_number":27,"box":{"x":89,"y":267,"width":331,"height":12}},{"id":"bbc80cb9-8920-4d5e-8550-eab0de8d7512","block_type":"box","text":"Geopolitical events, including war, and other instability in certain Eastern European countries may cause uncertainty in the","page_number":27,"box":{"x":89,"y":293,"width":856,"height":13}},{"id":"c8e0f557-2d05-4323-937b-8cff5787f389","block_type":"box","text":"region’s financial markets and adversely affect the performance of the issuers to which a Fund has exposure. These markets","page_number":27,"box":{"x":89,"y":308,"width":867,"height":13}},{"id":"25c5c894-94c7-495f-a977-1b27d5688b0c","block_type":"box","text":"may be particularly sensitive to social, political, economic, and currency events in Russia and may suffer heavy losses as a","page_number":27,"box":{"x":89,"y":324,"width":848,"height":12}},{"id":"d839c340-1684-4128-adfb-3d44617c8e68","block_type":"box","text":"result of their trading and investment links to the Russian economy and currency. Russia has historically asserted its influence","page_number":27,"box":{"x":89,"y":339,"width":879,"height":12}},{"id":"ce964b84-4619-4ade-9f29-45394cfd63f7","block_type":"box","text":"in the region using diplomatic, informational, military, and economic instruments of national power, as it did with Georgia in","page_number":27,"box":{"x":89,"y":354,"width":867,"height":12}},{"id":"18e6b02c-93f3-4b45-8443-6078b352797e","block_type":"box","text":"the summer of 2008 and Ukraine beginning in 2014, and most recently on February 24, 2022.","page_number":27,"box":{"x":88,"y":369,"width":650,"height":12}},{"id":"3ca22758-d8ad-4496-a658-453857945047","block_type":"box","text":"Russian Invasion of Ukraine","page_number":27,"box":{"x":88,"y":395,"width":192,"height":12}},{"id":"fcd1b003-1fa8-4136-b80a-fd4508fcf742","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":27,"box":{"x":281,"y":395,"width":680,"height":13}},{"id":"deb8a71d-4a8d-48ce-9a2a-2797a73630f0","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":27,"box":{"x":89,"y":410,"width":870,"height":13}},{"id":"7d5c9dc3-ff8e-40c7-90d5-23585206d52c","block_type":"box","text":"the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian","page_number":27,"box":{"x":88,"y":426,"width":879,"height":12}},{"id":"28c90dae-437c-43e1-a15e-603e052863b2","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":27,"box":{"x":89,"y":441,"width":869,"height":12}},{"id":"78dd07d2-5795-477e-950c-5f26b30e5e4e","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":27,"box":{"x":89,"y":456,"width":811,"height":12}},{"id":"f7107cba-c3f6-4f51-b814-cefd94b159b3","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":27,"box":{"x":89,"y":471,"width":862,"height":12}},{"id":"490c2722-1c23-4cfa-88af-b13394bfcf90","block_type":"box","text":"individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which a Fund invests, or the","page_number":27,"box":{"x":89,"y":486,"width":863,"height":12}},{"id":"f736e6ea-9c13-4298-81e5-9f43497f41ee","block_type":"box","text":"economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for","page_number":27,"box":{"x":89,"y":501,"width":879,"height":13}},{"id":"18fe9df1-c6f9-40ab-a6ac-ad25f2713659","block_type":"box","text":"certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to","page_number":27,"box":{"x":89,"y":516,"width":858,"height":13}},{"id":"72858f06-cd00-41c7-87fd-34ea7b9eb56c","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":27,"box":{"x":89,"y":531,"width":468,"height":13}},{"id":"967f2a12-94ca-48eb-8f01-6dd98a8915be","block_type":"box","text":"Risk of Investing in Emerging Markets.","page_number":27,"box":{"x":89,"y":558,"width":276,"height":12}},{"id":"3e520b18-50db-4efd-8913-e24d4a67833f","block_type":"box","text":"Investments in emerging market countries may be subject to greater risks than","page_number":27,"box":{"x":375,"y":558,"width":550,"height":12}},{"id":"9010528e-778c-4f2a-9ce1-be336bae50e7","block_type":"box","text":"investments in developed countries. These risks include: (i) less social, political, and economic stability; (ii) greater illiquidity","page_number":27,"box":{"x":89,"y":573,"width":865,"height":12}},{"id":"1300bc6d-1b91-4767-8771-4ba91d035273","block_type":"box","text":"and price volatility due to smaller or limited local capital markets for such securities, or low or non-existent trading volumes;","page_number":27,"box":{"x":89,"y":588,"width":868,"height":12}},{"id":"b088cafc-e08d-434d-aad4-98c63a033aa1","block_type":"box","text":"(iii) companies, custodians, clearinghouses, foreign exchanges and broker-dealers may be subject to less scrutiny and","page_number":27,"box":{"x":89,"y":603,"width":824,"height":13}},{"id":"80eca11f-5f87-452d-8adb-2b8ea0f9d385","block_type":"box","text":"regulation by local authorities; (iv) local governments may decide to seize or confiscate securities held by foreign investors","page_number":27,"box":{"x":89,"y":618,"width":854,"height":13}},{"id":"58c0e799-5ff1-43d4-aa12-9db8c6c1a78a","block_type":"box","text":"and/or local governments may decide to suspend or limit an issuer’s ability to make dividend or interest payments; (v) local","page_number":27,"box":{"x":89,"y":633,"width":864,"height":13}},{"id":"62b4e874-3e69-407e-a6cb-42441a492d43","block_type":"box","text":"governments may limit or entirely restrict repatriation of invested capital, profits, and dividends; (vi) capital gains may be","page_number":27,"box":{"x":89,"y":649,"width":843,"height":12}},{"id":"1002c78e-80c0-4e73-80fe-804ff0b98282","block_type":"box","text":"subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on standard payments imposed by","page_number":27,"box":{"x":89,"y":664,"width":857,"height":12}},{"id":"ce113570-51c5-4ffe-b806-3d3128ec0a06","block_type":"box","text":"local governments may attempt to make dividend or interest payments to foreign investors in the local currency; (viii) there","page_number":27,"box":{"x":89,"y":679,"width":862,"height":12}},{"id":"3c964e4c-cb88-40a5-bafb-51402dfc8737","block_type":"box","text":"may be significant obstacles to obtaining information necessary for investigations into or litigation against companies and","page_number":27,"box":{"x":89,"y":694,"width":855,"height":12}},{"id":"c825d3dd-f5c3-4c30-999d-0ba1b06d6834","block_type":"box","text":"investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the","page_number":27,"box":{"x":89,"y":709,"width":825,"height":12}},{"id":"0fcffc7f-eb42-4af3-ad73-7f8e9d421b02","block_type":"box","text":"interests of the issuer over those of foreign parties; (ix) bankruptcy judgments may only be permitted to be paid in the local","page_number":27,"box":{"x":89,"y":724,"width":861,"height":13}},{"id":"6da77a40-9e44-4ece-a17a-564bf1cc8df1","block_type":"box","text":"currency; (x) limited public information regarding the issuer may result in greater difficulty in determining market valuations","page_number":27,"box":{"x":89,"y":739,"width":868,"height":13}},{"id":"3746e015-b91e-44cc-9e80-619ef6098f51","block_type":"box","text":"of the securities; and (xi) lack of financial reporting on a regular basis, substandard disclosure and differences in accounting","page_number":27,"box":{"x":89,"y":754,"width":865,"height":13}},{"id":"99063b7b-2673-446a-814a-eb331bd898d1","block_type":"box","text":"standards may make it difficult to ascertain the financial health of an issuer. The Funds are not actively managed and do not","page_number":27,"box":{"x":89,"y":770,"width":868,"height":12}},{"id":"94ff70bc-f631-4678-a21c-e3559fd28127","block_type":"box","text":"select investments based on investor protection considerations.","page_number":27,"box":{"x":89,"y":785,"width":444,"height":12}},{"id":"bfaa8e09-5961-4b3c-89fa-c3e895779b35","block_type":"box","text":"Emerging market securities markets are typically marked by a high concentration of market capitalization and trading volume","page_number":27,"box":{"x":89,"y":811,"width":877,"height":12}},{"id":"8a74026b-3689-461b-a562-5dbc06dd21b4","block_type":"box","text":"in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of","page_number":27,"box":{"x":89,"y":826,"width":844,"height":13}},{"id":"f17407bb-9eb8-4873-a23c-2f7027a22d96","block_type":"box","text":"such securities by a limited number of investors. In addition, brokerage and other costs associated with transactions in","page_number":27,"box":{"x":89,"y":841,"width":829,"height":13}},{"id":"43a9a96b-8925-4b40-a51b-0a0c90f056ba","block_type":"box","text":"emerging market securities can be higher, sometimes significantly, than similar costs incurred in securities markets in","page_number":27,"box":{"x":89,"y":856,"width":820,"height":13}},{"id":"d5cf48d6-c34a-4aec-922d-1bb75a0d393b","block_type":"box","text":"20","page_number":27,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"7a2b7b6f-62b0-4e81-817e-d54e625f62e5","block_type":"box","text":"developed countries. Although some emerging markets have become more established and tend to issue securities of higher","page_number":28,"box":{"x":89,"y":44,"width":875,"height":12}},{"id":"23a87f1e-7aa8-466b-9505-750ebabfd605","block_type":"box","text":"credit quality, the markets for securities in other emerging market countries are in the earliest stages of their development,","page_number":28,"box":{"x":89,"y":59,"width":856,"height":12}},{"id":"d7fa2b63-caea-4789-b514-3e1dc693eecd","block_type":"box","text":"and these countries issue securities across the credit spectrum. Even the markets for relatively widely traded securities in","page_number":28,"box":{"x":89,"y":74,"width":844,"height":12}},{"id":"dcae9c61-a408-471e-aa96-428027d6bd8a","block_type":"box","text":"emerging market countries may not be able to absorb, without price disruptions, a significant increase in trading volume or","page_number":28,"box":{"x":89,"y":89,"width":863,"height":13}},{"id":"b2941ef5-5c45-4539-84dc-9331aa6814b2","block_type":"box","text":"trades of a size customarily undertaken by institutional investors in the securities markets of developed countries. The limited","page_number":28,"box":{"x":88,"y":104,"width":876,"height":13}},{"id":"5959631c-7d94-4743-b9c5-cfc347e1e8d2","block_type":"box","text":"size of many of these securities markets can cause prices to be erratic for reasons apart from factors that affect the","page_number":28,"box":{"x":89,"y":119,"width":803,"height":13}},{"id":"28851cd7-2384-43e8-b6c2-053114189f52","block_type":"box","text":"soundness and competitiveness of the securities issuers. For example, prices may be unduly influenced by traders who","page_number":28,"box":{"x":89,"y":135,"width":830,"height":12}},{"id":"2f2d3730-0ce6-4a5a-a9fb-3e9ccb2f0a7b","block_type":"box","text":"control large positions in these markets. Additionally, market making and arbitrage activities are generally less extensive in","page_number":28,"box":{"x":89,"y":150,"width":854,"height":12}},{"id":"1358f2b4-00ad-4120-8da4-c73153273700","block_type":"box","text":"such markets, which may contribute to increased volatility and reduced liquidity of such markets. The limited liquidity of","page_number":28,"box":{"x":89,"y":165,"width":843,"height":12}},{"id":"51ea3f10-04ea-4a62-8dba-afac69d3fe4b","block_type":"box","text":"emerging market country securities may also affect a Fund’s ability to accurately value its portfolio securities or to acquire or","page_number":28,"box":{"x":89,"y":180,"width":871,"height":12}},{"id":"597faa96-17d4-404c-9d13-7360fa03ab0c","block_type":"box","text":"dispose of securities at the price and time it wishes to do so or in order to meet redemption requests.","page_number":28,"box":{"x":89,"y":195,"width":707,"height":12}},{"id":"396faaa5-b120-4610-8637-dc1311802c59","block_type":"box","text":"Many emerging market countries suffer from uncertainty and corruption in their legal frameworks. Legislation may be","page_number":28,"box":{"x":89,"y":222,"width":826,"height":12}},{"id":"928766db-6c51-4581-8845-b9a18711702a","block_type":"box","text":"difficult to interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment and","page_number":28,"box":{"x":89,"y":237,"width":835,"height":12}},{"id":"de588075-1fea-48a4-80e5-398b6c0f2fe2","block_type":"box","text":"private property may be weak or non-existent. Sudden changes in governments may result in policies which are less","page_number":28,"box":{"x":89,"y":252,"width":812,"height":12}},{"id":"9701e2cc-6e78-4830-a919-e3659a99b383","block_type":"box","text":"favorable to investors such as policies designed to expropriate or nationalize “sovereign” assets. Certain emerging market","page_number":28,"box":{"x":88,"y":267,"width":849,"height":12}},{"id":"e801c152-65cb-4343-8252-9acf47cf68b7","block_type":"box","text":"countries in the past have expropriated large amounts of private property, in many cases with little or no compensation, and","page_number":28,"box":{"x":89,"y":282,"width":868,"height":12}},{"id":"bc4d2f4c-4006-4ae9-b168-7c5b1cbe1dca","block_type":"box","text":"there can be no assurance that such expropriation will not occur in the future.","page_number":28,"box":{"x":88,"y":297,"width":546,"height":12}},{"id":"cd178613-be4e-407b-953e-71bb969065fd","block_type":"box","text":"Investment in the securities markets of certain emerging market countries is restricted or controlled to varying degrees.","page_number":28,"box":{"x":89,"y":324,"width":834,"height":12}},{"id":"174d9c25-b06f-42d3-b79a-ac5162f7cbc5","block_type":"box","text":"These restrictions may limit a Fund’s investment in certain emerging market countries and may increase the expenses of the","page_number":28,"box":{"x":88,"y":339,"width":871,"height":12}},{"id":"82273084-d910-4e53-bc94-9264410139fd","block_type":"box","text":"Fund. Certain emerging market countries require governmental approval prior to investments by foreign persons or limit","page_number":28,"box":{"x":89,"y":354,"width":841,"height":12}},{"id":"5c3f2b37-cd72-4ed8-b879-a8b239c980e0","block_type":"box","text":"investment by foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of","page_number":28,"box":{"x":89,"y":369,"width":827,"height":12}},{"id":"d1ac5d75-cc4f-4e85-9689-f878dd8d4a25","block_type":"box","text":"securities which may have less advantageous terms (including price) than securities of the company available for purchase","page_number":28,"box":{"x":89,"y":384,"width":859,"height":12}},{"id":"79e8b641-e3a9-498c-8b2f-c4e1dc2c391f","block_type":"box","text":"by nationals.","page_number":28,"box":{"x":89,"y":399,"width":87,"height":13}},{"id":"f0817a5e-d605-481e-96d1-4ff3633f75c2","block_type":"box","text":"Many emerging market countries lack the social, political, and economic stability characteristic of the U.S. Political instability","page_number":28,"box":{"x":89,"y":426,"width":870,"height":12}},{"id":"65958b3e-b459-47f7-8d5f-9266d2e07dbc","block_type":"box","text":"among emerging market countries can be common and may be caused by an uneven distribution of wealth, social unrest,","page_number":28,"box":{"x":89,"y":441,"width":854,"height":12}},{"id":"e0fb3620-a564-41b5-a6d3-e2bfbda6c447","block_type":"box","text":"labor strikes, civil wars, and religious oppression. Economic instability in emerging market countries may take the form of: (i)","page_number":28,"box":{"x":89,"y":456,"width":870,"height":12}},{"id":"2b03fb0f-4d2c-448e-b7a8-6b071dfd391c","block_type":"box","text":"high interest rates; (ii) high levels of inflation, including hyperinflation; (iii) high levels of unemployment or","page_number":28,"box":{"x":89,"y":471,"width":743,"height":12}},{"id":"0f539638-b338-4300-a442-1a599703cdb3","block_type":"box","text":"underemployment; (iv) changes in government economic and tax policies, including confiscatory taxation; and (v)","page_number":28,"box":{"x":89,"y":486,"width":800,"height":12}},{"id":"fd52a673-c470-47bd-8544-09fc27149b2b","block_type":"box","text":"imposition of trade barriers.","page_number":28,"box":{"x":89,"y":501,"width":193,"height":13}},{"id":"2c7950bd-4231-4b34-94b4-b7659f309cf3","block_type":"box","text":"A Fund’s income and, in some cases, capital gains from foreign securities will be subject to applicable taxation in certain of","page_number":28,"box":{"x":88,"y":528,"width":862,"height":12}},{"id":"6c01950d-39e0-4276-95be-c6a7fe26ec7f","block_type":"box","text":"the emerging market countries in which it invests, and treaties between the U.S. and such countries may not be available in","page_number":28,"box":{"x":88,"y":543,"width":861,"height":12}},{"id":"80445c3f-0f4a-499b-85f1-1f9965704932","block_type":"box","text":"some cases to reduce the otherwise applicable tax rates.","page_number":28,"box":{"x":89,"y":558,"width":394,"height":12}},{"id":"71a06843-2947-4885-ac3a-6ab9776f2eb7","block_type":"box","text":"Emerging markets also have different clearance and settlement procedures, and in certain of these emerging markets there","page_number":28,"box":{"x":89,"y":584,"width":860,"height":13}},{"id":"6287342c-d376-4ef2-86c9-722d94cc6d82","block_type":"box","text":"have been times when settlements have been unable to keep pace with the volume of securities transactions, making it","page_number":28,"box":{"x":89,"y":599,"width":834,"height":13}},{"id":"b7b4f026-25aa-48ef-8448-d25e0b58f36f","block_type":"box","text":"difficult to conduct such transactions.","page_number":28,"box":{"x":89,"y":615,"width":264,"height":9}},{"id":"f2a7275e-43dd-4a8c-9b26-4fa54f2931ba","block_type":"box","text":"In the past, certain governments in emerging market countries have become overly reliant on the international capital","page_number":28,"box":{"x":89,"y":641,"width":822,"height":12}},{"id":"603cf0cf-ef3f-4c78-b212-ba4ca60b3861","block_type":"box","text":"markets and other forms of foreign credit to finance large public spending programs, which in the past have caused huge","page_number":28,"box":{"x":89,"y":656,"width":849,"height":13}},{"id":"5d1fbe5c-91bd-45b7-a665-39a3f6873265","block_type":"box","text":"budget deficits. Often, interest payments have become too overwhelming for a government to meet, representing a large","page_number":28,"box":{"x":89,"y":671,"width":846,"height":13}},{"id":"26c5d420-e02e-4ebe-a134-76167a8b2833","block_type":"box","text":"percentage of total GDP. These foreign obligations have become the subject of political debate and served as fuel for political","page_number":28,"box":{"x":89,"y":686,"width":872,"height":13}},{"id":"8eb960a4-c46c-438f-8bb0-089b01fad9ea","block_type":"box","text":"parties of the opposition, which pressure the government not to make payments to foreign creditors, but instead to use these","page_number":28,"box":{"x":89,"y":702,"width":878,"height":12}},{"id":"630a38c1-3129-4a20-a184-743355c1ae75","block_type":"box","text":"funds for, among other things, social programs. Either due to an inability to pay or submission to political pressure, foreign","page_number":28,"box":{"x":88,"y":717,"width":856,"height":12}},{"id":"7b60014a-7ba8-4089-bfae-c55435d8825f","block_type":"box","text":"governments have been forced to seek a restructuring of their loan and/or bond obligations, have declared a temporary","page_number":28,"box":{"x":89,"y":732,"width":838,"height":12}},{"id":"a79f06de-8fa3-4c46-888f-554543af4296","block_type":"box","text":"suspension of interest payments or have defaulted. These events have adversely affected the values of securities issued by","page_number":28,"box":{"x":89,"y":747,"width":853,"height":12}},{"id":"8cc7bce1-50fc-4020-b7b8-3378d23197d5","block_type":"box","text":"foreign governments and corporations domiciled in those countries and have negatively affected not only their cost of","page_number":28,"box":{"x":88,"y":762,"width":829,"height":12}},{"id":"97f9b892-6e8b-4df9-b119-422f79903eb4","block_type":"box","text":"borrowing, but their ability to borrow in the future as well.","page_number":28,"box":{"x":89,"y":777,"width":404,"height":12}},{"id":"6db25395-f6c0-465b-9573-4c87b2a01b25","block_type":"box","text":"Risk of Investing in Europe.","page_number":28,"box":{"x":89,"y":804,"width":194,"height":12}},{"id":"6a878f1c-cb46-4bbd-86b0-0ae21244973a","block_type":"box","text":"Investing in European countries exposes a Fund to the economic and political risks associated","page_number":28,"box":{"x":293,"y":804,"width":656,"height":12}},{"id":"1746f965-b829-41ee-9d21-5179cb05dd5b","block_type":"box","text":"with Europe in general and the specific European countries in which it invests. The economies and markets of European","page_number":28,"box":{"x":88,"y":819,"width":838,"height":12}},{"id":"ea623801-2174-4d26-a071-6717e5e1673b","block_type":"box","text":"countries are often closely connected and interdependent, and events in one European country can have an adverse impact","page_number":28,"box":{"x":89,"y":834,"width":865,"height":12}},{"id":"c2296d29-d528-4af1-8717-652e75334c22","block_type":"box","text":"on other European countries. A Fund makes investments in securities of issuers that are domiciled in, have significant","page_number":28,"box":{"x":89,"y":849,"width":822,"height":12}},{"id":"e63c752c-bdb6-4737-876a-47814bf4bd01","block_type":"box","text":"operations in, or that are listed on at least one securities exchange within member states of the European Union (the “EU”). A","page_number":28,"box":{"x":89,"y":864,"width":877,"height":12}},{"id":"509b8a12-351a-4fb8-9a10-133926c162e0","block_type":"box","text":"21","page_number":28,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"8f0aea05-7c0d-4e74-af0a-15977f553e36","block_type":"box","text":"number of countries within the EU are also members of the Economic and Monetary Union (the “eurozone”) and have","page_number":29,"box":{"x":89,"y":44,"width":825,"height":12}},{"id":"cf4e2338-139b-42d4-8b77-814168f096dc","block_type":"box","text":"adopted the euro as their currency. Eurozone membership requires member states to comply with restrictions on inflation","page_number":29,"box":{"x":89,"y":59,"width":851,"height":12}},{"id":"269cff8c-9030-4da8-a0db-d9adb87ff05a","block_type":"box","text":"rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every","page_number":29,"box":{"x":89,"y":74,"width":822,"height":12}},{"id":"1354d388-3aa3-4fc6-82f5-1cf64464dd03","block_type":"box","text":"country in Europe. Changes in import or export tariffs, changes in governmental or EU regulations on trade, changes in the","page_number":29,"box":{"x":89,"y":89,"width":858,"height":13}},{"id":"48b35527-58ef-46ce-9ad3-aa870a6c1e6b","block_type":"box","text":"exchange rate of the euro and other currencies of certain EU countries which are not in the eurozone, the default or threat of","page_number":29,"box":{"x":89,"y":104,"width":873,"height":13}},{"id":"501f0221-4faa-4e9c-b248-a3458a39b474","block_type":"box","text":"default by an EU member state on its sovereign debt, and/or an economic recession in an EU member state may have a","page_number":29,"box":{"x":89,"y":119,"width":834,"height":13}},{"id":"29420423-aa65-4295-b78d-4c374afd54d5","block_type":"box","text":"significant adverse effect on the economies of other EU member states and their trading partners. Although certain European","page_number":29,"box":{"x":89,"y":135,"width":876,"height":12}},{"id":"09dbe467-80f6-4499-852c-dce7bfbd30eb","block_type":"box","text":"countries are not in the eurozone, many of these countries are obliged to meet the criteria for joining the eurozone.","page_number":29,"box":{"x":89,"y":150,"width":802,"height":12}},{"id":"05cbed99-f359-42c4-bdd4-344aefb0e5f1","block_type":"box","text":"Consequently, these countries must comply with many of the restrictions noted above. The European financial markets have","page_number":29,"box":{"x":89,"y":176,"width":870,"height":13}},{"id":"3f5efbd3-7c15-488d-b8b9-c74902889c9e","block_type":"box","text":"experienced volatility and adverse trends due to concerns about economic downturns, government debt levels and the","page_number":29,"box":{"x":89,"y":191,"width":831,"height":13}},{"id":"180897e2-31b8-4151-b022-6a7f81fe74f2","block_type":"box","text":"possible default of government debt in several European countries, including, but not limited to, Austria, Belgium, Cyprus,","page_number":29,"box":{"x":89,"y":206,"width":850,"height":13}},{"id":"0f625330-3b54-4612-aea0-4d0e4978ce6f","block_type":"box","text":"France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. In order to prevent further economic deterioration, certain","page_number":29,"box":{"x":89,"y":222,"width":812,"height":12}},{"id":"9c400543-db04-4711-aac6-2989786d8525","block_type":"box","text":"countries, without prior warning, can institute “capital controls.” Countries may use these controls to restrict volatile","page_number":29,"box":{"x":89,"y":237,"width":814,"height":12}},{"id":"88a85127-d873-45e3-87c2-5c77671fc0a7","block_type":"box","text":"movements of capital entering and exiting their country. Such controls may negatively affect a Fund’s investments. A default","page_number":29,"box":{"x":89,"y":252,"width":871,"height":12}},{"id":"9cf8656a-ea99-4544-9462-98282734da6c","block_type":"box","text":"or debt restructuring by any European country would adversely impact holders of that country’s debt and sellers of credit","page_number":29,"box":{"x":89,"y":267,"width":848,"height":12}},{"id":"aca847f1-0199-4997-b9ff-d13f2e129471","block_type":"box","text":"default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed above. In","page_number":29,"box":{"x":89,"y":282,"width":862,"height":12}},{"id":"01d1444a-d300-45ee-86ec-683541005aa5","block_type":"box","text":"addition, the credit ratings of certain European countries were downgraded in the past. These events have adversely affected","page_number":29,"box":{"x":89,"y":297,"width":871,"height":12}},{"id":"92c51837-2989-494e-8c4e-1c3b54896893","block_type":"box","text":"the value and exchange rate of the euro and may continue to significantly affect the economies of every country in Europe,","page_number":29,"box":{"x":88,"y":312,"width":860,"height":13}},{"id":"da8fcbb8-22dd-410a-aad3-7912aef6ed8d","block_type":"box","text":"including countries that do not use the euro and non-EU member states. Responses to the financial problems by European","page_number":29,"box":{"x":89,"y":327,"width":857,"height":13}},{"id":"a714b605-914f-42fd-a1b3-ad0a1494c01e","block_type":"box","text":"governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may","page_number":29,"box":{"x":89,"y":342,"width":871,"height":13}},{"id":"8b2f046f-964d-4d6f-a2f7-de53eb51157b","block_type":"box","text":"result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further","page_number":29,"box":{"x":89,"y":358,"width":864,"height":12}},{"id":"59e49cb9-310f-464e-b5a5-9113ed733aa0","block_type":"box","text":"defaults or restructurings by governments and other entities of their debt could have additional adverse effects on","page_number":29,"box":{"x":89,"y":373,"width":796,"height":12}},{"id":"a882074b-2972-4000-a046-da909c16de11","block_type":"box","text":"economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the","page_number":29,"box":{"x":89,"y":388,"width":850,"height":12}},{"id":"c870fd98-1df5-43ce-b76c-1e8ce3830c63","block_type":"box","text":"euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, is not clear","page_number":29,"box":{"x":89,"y":403,"width":856,"height":12}},{"id":"a7ddae01-7a25-4c42-8a78-f54fd1a54dd5","block_type":"box","text":"but could be significant and far-reaching and could adversely impact the value of a Fund’s investments in the region.","page_number":29,"box":{"x":89,"y":418,"width":816,"height":12}},{"id":"b6177a4c-f29a-44de-b711-ecb8783e3d53","block_type":"box","text":"The United Kingdom (the “U.K.”) left the EU (“Brexit”) on January 31, 2020. Brexit could adversely affect European or","page_number":29,"box":{"x":88,"y":445,"width":813,"height":12}},{"id":"a687e67b-f9cf-4efb-8ecc-c0105da520ac","block_type":"box","text":"worldwide political, regulatory, economic or market conditions and could contribute to instability in global political","page_number":29,"box":{"x":88,"y":460,"width":802,"height":12}},{"id":"c533bb1c-a82f-4e4b-a627-51a5851d0e1c","block_type":"box","text":"institutions, regulatory agencies and financial markets.","page_number":29,"box":{"x":89,"y":475,"width":382,"height":12}},{"id":"8aa97e41-304e-46cf-b6f8-32e48fa12964","block_type":"box","text":"Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were","page_number":29,"box":{"x":89,"y":501,"width":863,"height":13}},{"id":"71d6a721-1eeb-4913-9f7c-e999fedbcd7a","block_type":"box","text":"to worsen, they could adversely affect European issuers that rely on the U.S. for trade. The national politics of countries in","page_number":29,"box":{"x":88,"y":516,"width":849,"height":13}},{"id":"a52cd323-ec44-4280-8969-0ef588247e3d","block_type":"box","text":"Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example,","page_number":29,"box":{"x":89,"y":531,"width":872,"height":13}},{"id":"8858c2d1-d43c-4c97-999d-07f2294acb1b","block_type":"box","text":"secessionist movements. The governments of European countries may be subject to change and such countries may","page_number":29,"box":{"x":89,"y":547,"width":818,"height":12}},{"id":"38b45696-16e1-4557-824d-128387246ce9","block_type":"box","text":"experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and","page_number":29,"box":{"x":89,"y":562,"width":845,"height":12}},{"id":"d12ef5d5-effe-40cf-be70-dd4e1a886162","block_type":"box","text":"significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region also could impact","page_number":29,"box":{"x":89,"y":577,"width":873,"height":12}},{"id":"d57916a1-4946-4170-8da3-bd32352b3cd0","block_type":"box","text":"financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect","page_number":29,"box":{"x":88,"y":592,"width":876,"height":12}},{"id":"8bf75a3d-9209-4f49-ba80-f163fad94b28","block_type":"box","text":"the value and liquidity of a Fund’s investments.","page_number":29,"box":{"x":88,"y":607,"width":328,"height":12}},{"id":"34b57d48-0abd-465a-b251-6ac0f75ba2c6","block_type":"box","text":"Russian Invasion of Ukraine","page_number":29,"box":{"x":88,"y":633,"width":192,"height":12}},{"id":"98f7a41b-8b92-4936-8f4a-89e9f887a72e","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":29,"box":{"x":281,"y":633,"width":680,"height":13}},{"id":"575b56b0-f554-4c6c-95d4-f6f2b09476db","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":29,"box":{"x":89,"y":649,"width":870,"height":12}},{"id":"9de4c671-7742-4974-89d5-a4fbc8572956","block_type":"box","text":"the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian","page_number":29,"box":{"x":88,"y":664,"width":879,"height":12}},{"id":"9f4fb26a-31b0-4171-9f4c-b5cf04275032","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":29,"box":{"x":89,"y":679,"width":869,"height":12}},{"id":"7a8114eb-736b-4bcd-b4b1-e59b22255e7f","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":29,"box":{"x":89,"y":694,"width":811,"height":12}},{"id":"e52bb095-245e-469e-b2b3-6725490f4645","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":29,"box":{"x":89,"y":709,"width":862,"height":12}},{"id":"bbfda175-fc79-4f32-a758-37689c1eacdc","block_type":"box","text":"individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which a Fund invests, or the","page_number":29,"box":{"x":89,"y":724,"width":863,"height":13}},{"id":"1bd89604-e33d-47b6-b7eb-ff6fd294c19d","block_type":"box","text":"economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for","page_number":29,"box":{"x":89,"y":739,"width":879,"height":13}},{"id":"8b8fac2d-d035-4b61-9b47-a613be3a96b4","block_type":"box","text":"certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to","page_number":29,"box":{"x":89,"y":754,"width":858,"height":13}},{"id":"6416f32d-d040-4a09-9c17-8335d56083b4","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":29,"box":{"x":89,"y":770,"width":468,"height":12}},{"id":"d7571804-ff49-41da-9ed4-7cc4277a7243","block_type":"box","text":"Risk of Investing in Frontier Markets.","page_number":29,"box":{"x":89,"y":796,"width":263,"height":12}},{"id":"d97694a2-265e-436c-b7fb-028fa52c21e7","block_type":"box","text":"Investments in frontier market countries may be subject to greater risks than","page_number":29,"box":{"x":362,"y":796,"width":535,"height":12}},{"id":"4b8497dc-8bfd-47db-b36c-137ff6c2745e","block_type":"box","text":"investments in more developed countries. Frontier market countries are subject to similar risks as those of emerging market","page_number":29,"box":{"x":89,"y":811,"width":867,"height":12}},{"id":"c1f478a1-4ce3-4fd2-a583-52f5127d910d","block_type":"box","text":"countries, but the risks are more pronounced in frontier market countries. These risks include: (i) less social, political, and","page_number":29,"box":{"x":89,"y":826,"width":849,"height":13}},{"id":"a1462fba-292c-4f6e-a087-9b74b342719e","block_type":"box","text":"economic stability; (ii) greater illiquidity and price volatility due to smaller or limited local capital markets for such securities,","page_number":29,"box":{"x":89,"y":841,"width":867,"height":13}},{"id":"1a5e7d6d-b2b6-49f8-a297-c9590e0bc4f8","block_type":"box","text":"or low or non-existent trading volumes; (iii) foreign exchanges and broker-dealers may be subject to less scrutiny and","page_number":29,"box":{"x":89,"y":856,"width":823,"height":13}},{"id":"4b9e89ee-ad40-41f0-8207-cd506b8b783a","block_type":"box","text":"22","page_number":29,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"b146222e-853d-4ffa-981f-7770301bd4e1","block_type":"box","text":"regulation by local authorities; (iv) local governments may decide to seize or confiscate securities held by foreign investors","page_number":30,"box":{"x":89,"y":44,"width":854,"height":12}},{"id":"fe08954f-d251-496a-9783-089aedef6953","block_type":"box","text":"and/or local governments may decide to suspend or limit an issuer’s ability to make dividend or interest payments; (v) local","page_number":30,"box":{"x":89,"y":59,"width":864,"height":12}},{"id":"ec01df3f-d11a-4f25-bb2b-ce4e4d2def29","block_type":"box","text":"governments may limit or entirely restrict repatriation of invested capital, profits, and dividends; (vi) capital gains may be","page_number":30,"box":{"x":89,"y":74,"width":843,"height":12}},{"id":"9b98132a-35fb-4beb-a524-203531b14837","block_type":"box","text":"subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on U.S. dollar or euro payments","page_number":30,"box":{"x":89,"y":89,"width":834,"height":13}},{"id":"9409b64e-bee1-4d13-bf64-cb3dfc6a4206","block_type":"box","text":"imposed by local governments may attempt to make dividend or interest payments to foreign investors in the local currency;","page_number":30,"box":{"x":89,"y":104,"width":871,"height":13}},{"id":"33f175f3-66df-4dff-9263-42cd18ea8e50","block_type":"box","text":"(viii) investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the","page_number":30,"box":{"x":89,"y":119,"width":860,"height":13}},{"id":"bea8ad29-cbce-4281-bb56-8e368db1b165","block_type":"box","text":"interests of the issuer over those of foreign investors; (ix) bankruptcy judgments may only be permitted to be paid in the local","page_number":30,"box":{"x":89,"y":135,"width":877,"height":12}},{"id":"d84da86d-e8b7-4329-9f08-b67c92f892ae","block_type":"box","text":"currency; (x) limited public information regarding the issuer may result in greater difficulty in determining market valuations","page_number":30,"box":{"x":89,"y":150,"width":868,"height":12}},{"id":"e1a2a520-f2fa-4275-a637-82231ad95802","block_type":"box","text":"of the securities; and (xi) lax financial reporting on a regular basis, substandard disclosure and differences in accounting","page_number":30,"box":{"x":89,"y":165,"width":838,"height":12}},{"id":"a3df7c8f-556b-40f5-8102-576a669d87ee","block_type":"box","text":"standards may make it difficult to ascertain the financial health of an issuer.","page_number":30,"box":{"x":89,"y":180,"width":527,"height":12}},{"id":"c20a2515-8a62-441a-8cca-b51de0605434","block_type":"box","text":"Frontier market securities markets are typically marked by a high concentration of market capitalization and trading volume","page_number":30,"box":{"x":89,"y":206,"width":865,"height":13}},{"id":"8d9bc31c-7a93-4686-8227-d220b9948c77","block_type":"box","text":"in a small number of issuers representing a limited number of industries, as well as a high concentration of ownership of","page_number":30,"box":{"x":89,"y":222,"width":844,"height":12}},{"id":"d526ef2d-7700-4bf6-b94a-b13f403db4ff","block_type":"box","text":"such securities by a limited number of investors. In addition, brokerage and other costs associated with transactions in","page_number":30,"box":{"x":89,"y":237,"width":829,"height":12}},{"id":"9b42756c-852a-485d-9f32-e86762e5f9fb","block_type":"box","text":"frontier securities markets can be higher, sometimes significantly, than similar costs incurred in securities markets in","page_number":30,"box":{"x":88,"y":252,"width":814,"height":12}},{"id":"90e58500-41e8-47ed-855b-88a5388cfec1","block_type":"box","text":"developed countries. The markets for securities in certain frontier countries are in the earliest stages of their development,","page_number":30,"box":{"x":89,"y":267,"width":854,"height":12}},{"id":"9c81b9e7-0bf2-4a9a-ae71-267057e61b00","block_type":"box","text":"and these countries issue securities across the credit spectrum. Even the markets for relatively widely traded securities in","page_number":30,"box":{"x":89,"y":282,"width":844,"height":12}},{"id":"eb0144f3-6983-4112-9b5b-0e926d2d3056","block_type":"box","text":"frontier countries may not be able to absorb, without price disruptions, a significant increase in trading volume or trades of a","page_number":30,"box":{"x":88,"y":297,"width":873,"height":12}},{"id":"23776009-f112-4208-a87e-a146aad05a34","block_type":"box","text":"size customarily undertaken by institutional investors in the securities markets of developed countries. The limited size of","page_number":30,"box":{"x":89,"y":312,"width":847,"height":13}},{"id":"481ca80a-e7d5-4675-8d20-b1023955663e","block_type":"box","text":"many of these securities markets can cause prices to be erratic for reasons apart from factors that affect the soundness and","page_number":30,"box":{"x":89,"y":327,"width":865,"height":13}},{"id":"191d773d-2b4f-4ff1-821b-7bb5aae15ded","block_type":"box","text":"competitiveness of the securities issuers. For example, prices may be unduly influenced by traders who control large","page_number":30,"box":{"x":89,"y":342,"width":812,"height":13}},{"id":"a5916e60-b8ad-4e6d-ba80-c73f1fc66624","block_type":"box","text":"positions in these markets. Additionally, market making and arbitrage activities are generally less extensive in such markets,","page_number":30,"box":{"x":89,"y":358,"width":864,"height":12}},{"id":"a6ef621e-9934-41f6-8799-f0c531cabb50","block_type":"box","text":"which may contribute to increased volatility and reduced liquidity of such markets. The limited liquidity of frontier country","page_number":30,"box":{"x":88,"y":373,"width":855,"height":12}},{"id":"1a19234d-99eb-4872-a17d-8245f5ff317b","block_type":"box","text":"securities may also affect a Fund’s ability to accurately value its portfolio securities or to acquire or dispose of securities at the","page_number":30,"box":{"x":89,"y":388,"width":879,"height":12}},{"id":"7347681e-fc40-478a-a3f8-eeb94e10e1d4","block_type":"box","text":"price and time it wishes to do so or in order to meet redemption requests.","page_number":30,"box":{"x":89,"y":403,"width":515,"height":12}},{"id":"b424d1c4-bbdb-4211-a9db-7b7434f75a1a","block_type":"box","text":"Many frontier market countries suffer from uncertainty and corruption in their legal frameworks. Legislation may be difficult","page_number":30,"box":{"x":89,"y":429,"width":868,"height":13}},{"id":"ede815a4-c4b7-4f60-a338-dacd384895bb","block_type":"box","text":"to interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment and private","page_number":30,"box":{"x":88,"y":445,"width":831,"height":12}},{"id":"c69a2a20-1e50-4f9a-aa63-abdae08a175e","block_type":"box","text":"property may be weak or non-existent. Sudden changes in governments may result in policies which are less favorable to","page_number":30,"box":{"x":89,"y":460,"width":847,"height":12}},{"id":"af6ccce5-6e5c-4583-9731-e5c462fa1293","block_type":"box","text":"investors such as policies designed to expropriate or nationalize “sovereign” assets. Certain frontier market countries in the","page_number":30,"box":{"x":89,"y":475,"width":860,"height":12}},{"id":"04ccebd1-e21f-4aa6-8036-d6b91f9dae16","block_type":"box","text":"past have expropriated large amounts of private property, in many cases with little or no compensation, and there can be no","page_number":30,"box":{"x":89,"y":490,"width":867,"height":12}},{"id":"a4125355-7fb7-43f3-a2b7-d4d7be89530c","block_type":"box","text":"assurance that such expropriation will not occur in the future.","page_number":30,"box":{"x":89,"y":505,"width":432,"height":12}},{"id":"32cc7d39-80df-4ba7-bbc7-0a4e765fbbd7","block_type":"box","text":"Foreign investment in the securities markets of certain frontier countries is restricted or controlled to varying degrees. These","page_number":30,"box":{"x":89,"y":531,"width":868,"height":13}},{"id":"102c0f1e-26ff-4a53-9c9a-5897147e160f","block_type":"box","text":"restrictions may limit a Fund’s investment in certain frontier countries and may indirectly increase the expenses of the Fund.","page_number":30,"box":{"x":89,"y":547,"width":867,"height":12}},{"id":"3e7d0f38-6221-429f-881c-c13fcc479057","block_type":"box","text":"Certain frontier countries require governmental approval prior to investments by foreign persons or limit investment by","page_number":30,"box":{"x":89,"y":562,"width":831,"height":12}},{"id":"fb778028-ea82-4a18-b7b5-d6ff14d7412d","block_type":"box","text":"foreign persons to only a specified percentage of an issuer’s outstanding securities or a specific class of securities which may","page_number":30,"box":{"x":88,"y":577,"width":876,"height":12}},{"id":"b56b3cbb-6888-47fb-8609-60f9d322e768","block_type":"box","text":"have less advantageous terms (including price) than securities of the company available for purchase by nationals.","page_number":30,"box":{"x":89,"y":592,"width":800,"height":12}},{"id":"1b160d57-4a72-417b-b5d2-52036c4ce1bd","block_type":"box","text":"Many frontier market countries lack the social, political, and economic stability characteristic of the U.S. and other developed","page_number":30,"box":{"x":89,"y":618,"width":873,"height":13}},{"id":"376a46aa-766f-4e90-a2f3-4c57ffe4eac5","block_type":"box","text":"countries. Political instability among frontier market countries can be common and may be caused by an uneven distribution","page_number":30,"box":{"x":89,"y":633,"width":872,"height":13}},{"id":"fbde696c-7542-49c3-9f20-669441539864","block_type":"box","text":"of wealth, social unrest, labor strikes, civil wars, and religious oppression. Economic instability in frontier market countries","page_number":30,"box":{"x":89,"y":649,"width":851,"height":12}},{"id":"59b2a13c-901b-4522-a441-a1bd6beffcd0","block_type":"box","text":"may take the form of: (i) high interest rates; (ii) high levels of inflation, including hyperinflation; (iii) high levels of","page_number":30,"box":{"x":89,"y":664,"width":788,"height":12}},{"id":"977f75c1-3990-43dd-b2da-5a4ddd92fcaa","block_type":"box","text":"unemployment or underemployment; (iv) changes in government economic and tax policies, including confiscatory taxation;","page_number":30,"box":{"x":89,"y":679,"width":876,"height":12}},{"id":"3c95f055-e3ff-4bd9-a278-50a3f09987a5","block_type":"box","text":"and (v) imposition of trade barriers.","page_number":30,"box":{"x":89,"y":694,"width":247,"height":12}},{"id":"cda9d10d-aee1-4515-9c5d-699232a73174","block_type":"box","text":"A Fund’s income and, in some cases, capital gains from foreign securities will be subject to applicable taxation in certain of","page_number":30,"box":{"x":88,"y":720,"width":862,"height":13}},{"id":"12c7646d-122f-4a3a-a0da-cc01829619de","block_type":"box","text":"the frontier market countries in which it invests, and treaties between the U.S. and such countries may not be available in","page_number":30,"box":{"x":88,"y":736,"width":846,"height":12}},{"id":"bdf297e9-d174-4a1d-9a5e-655e393bbeb7","block_type":"box","text":"some cases to reduce the otherwise applicable tax rates.","page_number":30,"box":{"x":89,"y":751,"width":394,"height":12}},{"id":"3cb9e2d4-9ec6-47b5-9494-849965726536","block_type":"box","text":"Frontier markets also have different clearance and settlement procedures, and in certain of these frontier markets there have","page_number":30,"box":{"x":89,"y":777,"width":869,"height":12}},{"id":"62b7ae18-2cce-499e-9016-0c5fe0f9b620","block_type":"box","text":"been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to","page_number":30,"box":{"x":89,"y":792,"width":872,"height":13}},{"id":"93671869-8b03-4e90-a713-ea1d24c781b3","block_type":"box","text":"conduct such transactions.","page_number":30,"box":{"x":89,"y":807,"width":188,"height":10}},{"id":"06719b4f-124a-4a40-b464-ccb3e7b875c7","block_type":"box","text":"In the past, governments within the frontier markets have become overly reliant on the international capital markets and","page_number":30,"box":{"x":89,"y":834,"width":842,"height":12}},{"id":"d6f3f9e1-dfe4-4287-9040-6e2d8c3d1c57","block_type":"box","text":"other forms of foreign credit to finance large public spending programs, which in the past have caused huge budget deficits.","page_number":30,"box":{"x":89,"y":849,"width":869,"height":12}},{"id":"026f6628-ea11-4100-8ef1-7c8ddc07663a","block_type":"box","text":"Often, interest payments have become too overwhelming for a government to meet, representing a large percentage of total","page_number":30,"box":{"x":89,"y":864,"width":870,"height":12}},{"id":"3c494670-c565-40aa-96c3-481716c2869e","block_type":"box","text":"23","page_number":30,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"1531977f-02bb-4232-81b5-2fd36649d8db","block_type":"box","text":"GDP. These foreign obligations have become the subject of political debate and served as fuel for political parties of the","page_number":31,"box":{"x":89,"y":44,"width":832,"height":12}},{"id":"70946608-cec8-4c69-80da-817c49234d70","block_type":"box","text":"opposition, which pressure the government not to make payments to foreign creditors, but instead to use these funds for,","page_number":31,"box":{"x":89,"y":59,"width":851,"height":12}},{"id":"8ddff69c-3241-4cf1-9376-74c4ed40bf68","block_type":"box","text":"among other things, social programs. Either due to an inability to pay or submission to political pressure, foreign","page_number":31,"box":{"x":89,"y":74,"width":785,"height":12}},{"id":"34dd329c-900c-4f25-8b65-71510df3219f","block_type":"box","text":"governments have been forced to seek a restructuring of their loan and/or bond obligations, have declared a temporary","page_number":31,"box":{"x":89,"y":89,"width":838,"height":13}},{"id":"ebe4b2b1-64e6-4b87-8c54-cf16e50531de","block_type":"box","text":"suspension of interest payments or have defaulted. These events have adversely affected the values of securities issued by","page_number":31,"box":{"x":89,"y":104,"width":853,"height":13}},{"id":"a83b8d49-be22-407f-bc0f-a51e5eae6682","block_type":"box","text":"foreign governments and corporations domiciled in those countries and have negatively affected not only their cost of","page_number":31,"box":{"x":88,"y":119,"width":829,"height":13}},{"id":"1bdf1b96-2197-4dd8-a627-cda0dcdeaea0","block_type":"box","text":"borrowing, but their ability to borrow in the future as well.","page_number":31,"box":{"x":89,"y":135,"width":404,"height":12}},{"id":"650371a6-91b7-42c8-b36d-f0567f1eaff7","block_type":"box","text":"Risk of Investing in Japan.","page_number":31,"box":{"x":89,"y":161,"width":184,"height":12}},{"id":"685ca18d-9141-4241-a6c6-4dff5143d859","block_type":"box","text":"Japan may be subject to political, economic, labor and other risks. Any of these risks, individually","page_number":31,"box":{"x":281,"y":161,"width":676,"height":12}},{"id":"a4fd7134-0a22-4d3d-9134-a4367c554a06","block_type":"box","text":"or in the aggregate, can impact an investment made in Japan.","page_number":31,"box":{"x":89,"y":176,"width":429,"height":13}},{"id":"ac3e31f1-59a7-4d1f-9067-6a767d53b53c","block_type":"box","text":"Currency Risk","page_number":31,"box":{"x":89,"y":203,"width":95,"height":12}},{"id":"c4b5f779-d7ff-4ab2-8208-7f8dafe54a20","block_type":"box","text":". The Japanese yen has fluctuated widely at times and any increase in its value may cause a decline in exports","page_number":31,"box":{"x":184,"y":203,"width":763,"height":12}},{"id":"aafd5457-e683-4ccf-8fcf-84ff9087fff6","block_type":"box","text":"that could weaken the Japanese economy. Japan has, in the past, intervened in the currency markets to attempt to maintain","page_number":31,"box":{"x":88,"y":218,"width":863,"height":12}},{"id":"6592c93b-05ca-45b5-87a0-845760e65126","block_type":"box","text":"or reduce the value of the yen. Japanese intervention in the currency markets could cause the value of the yen to fluctuate","page_number":31,"box":{"x":89,"y":233,"width":852,"height":12}},{"id":"d65e6251-e0ab-4f90-8825-584b2fc157fa","block_type":"box","text":"sharply and unpredictably and could cause losses to investors.","page_number":31,"box":{"x":89,"y":248,"width":436,"height":12}},{"id":"9e4139c8-69cd-4d52-a3e5-0ef3daf74874","block_type":"box","text":"Economic Risk","page_number":31,"box":{"x":88,"y":274,"width":101,"height":10}},{"id":"0e825412-62ad-43f0-bd36-8f3f713c3485","block_type":"box","text":". The growth of Japan’s economy has recently lagged that of its Asian neighbors and other major developed","page_number":31,"box":{"x":190,"y":274,"width":752,"height":13}},{"id":"1f56ff2e-e440-4a1c-b370-3b433ffcd735","block_type":"box","text":"economies. Since 2000, Japan’s economic growth rate has generally remained low relative to other advanced economies, and","page_number":31,"box":{"x":89,"y":290,"width":876,"height":12}},{"id":"70d1d8ff-2a75-47cf-8322-63162f62a3b5","block_type":"box","text":"it may remain low in the future. The Japanese economy is heavily dependent on international trade and has been adversely","page_number":31,"box":{"x":89,"y":305,"width":857,"height":12}},{"id":"3594f9bb-b757-4fdb-b642-518fe8251560","block_type":"box","text":"affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic conditions","page_number":31,"box":{"x":89,"y":320,"width":863,"height":12}},{"id":"f455459b-4450-44f9-b5e8-3556728dfc18","block_type":"box","text":"of its trading partners. Japan is also heavily dependent on oil imports, and higher commodity prices could therefore have a","page_number":31,"box":{"x":89,"y":335,"width":853,"height":12}},{"id":"fab8ce6d-c923-4240-a849-5a2fe7f3a9d8","block_type":"box","text":"negative impact on the Japanese economy.","page_number":31,"box":{"x":89,"y":350,"width":298,"height":12}},{"id":"617ea03c-d18c-474a-a823-2244ebcdb004","block_type":"box","text":"Geographic Risk","page_number":31,"box":{"x":89,"y":376,"width":113,"height":13}},{"id":"23d0d530-7330-4741-900d-5195ec424cfb","block_type":"box","text":". Natural disasters, such as earthquakes, volcanic eruptions, typhoons and tsunamis, could occur in Japan or","page_number":31,"box":{"x":202,"y":376,"width":756,"height":13}},{"id":"8cdb12a2-fca6-4087-a0fa-d81f5f41b76e","block_type":"box","text":"surrounding areas and could negatively affect the Japanese economy, and, in turn, could negatively affect a Fund.","page_number":31,"box":{"x":89,"y":392,"width":790,"height":12}},{"id":"d97a76db-af20-47f2-9de7-76c6421e23d6","block_type":"box","text":"Labor Risk","page_number":31,"box":{"x":88,"y":418,"width":74,"height":10}},{"id":"61b9b394-f6ea-4d95-8a96-cc434f25946e","block_type":"box","text":". Japan has an aging workforce and has experienced a significant population decline in recent years. Japan’s labor","page_number":31,"box":{"x":162,"y":418,"width":791,"height":12}},{"id":"a8387485-8a9f-4071-a520-577b19a44661","block_type":"box","text":"market appears to be undergoing fundamental structural changes, as a labor market traditionally accustomed to lifetime","page_number":31,"box":{"x":89,"y":433,"width":845,"height":13}},{"id":"1b4baecb-2656-4b5d-ae8b-64683cdaacec","block_type":"box","text":"employment adjusts to meet the need for increased labor mobility, which may adversely affect Japan’s economic","page_number":31,"box":{"x":89,"y":448,"width":786,"height":13}},{"id":"9a58e0de-7a9c-4fd4-a9ea-0197040776c4","block_type":"box","text":"competitiveness.","page_number":31,"box":{"x":89,"y":464,"width":116,"height":12}},{"id":"31a274e7-f35c-4dfc-9c93-3f0f71388849","block_type":"box","text":"Large Government and Corporate Debt Risk","page_number":31,"box":{"x":88,"y":490,"width":306,"height":12}},{"id":"09e82548-e8db-4ddb-b5d8-9e75db88e9af","block_type":"box","text":". The Japanese economy faces several concerns, including a financial system with","page_number":31,"box":{"x":394,"y":490,"width":568,"height":12}},{"id":"d514e803-4924-4bb1-833b-f9d49fb3313c","block_type":"box","text":"large levels of nonperforming loans, over-leveraged corporate balance sheets, extensive cross-ownership by major","page_number":31,"box":{"x":89,"y":505,"width":799,"height":12}},{"id":"2d1e4fe5-1840-4ab8-b950-43781a18df16","block_type":"box","text":"corporations, a changing corporate governance structure, and large government deficits. These issues may cause a","page_number":31,"box":{"x":89,"y":520,"width":806,"height":12}},{"id":"7e59a0ca-1b08-4c4f-b7dc-954510b1a19f","block_type":"box","text":"slowdown of the Japanese economy.","page_number":31,"box":{"x":89,"y":535,"width":253,"height":13}},{"id":"07c8999b-aa51-4d7f-80bb-52bf1218051c","block_type":"box","text":"Political Risk","page_number":31,"box":{"x":88,"y":562,"width":88,"height":9}},{"id":"0d57a23f-509e-494b-a5de-76703a30774b","block_type":"box","text":". Historically, Japan has had unpredictable national politics and may experience frequent political turnover. Future","page_number":31,"box":{"x":176,"y":562,"width":790,"height":12}},{"id":"7d970280-d7d3-4871-84d6-25d8d901e43c","block_type":"box","text":"political developments may lead to changes in policy that might adversely affect a Fund’s investments. In addition, China has","page_number":31,"box":{"x":89,"y":577,"width":873,"height":12}},{"id":"d615460b-36b6-42a4-a641-436e471af9cc","block_type":"box","text":"become an important trading partner with Japan. Japan’s political relationship with China, however, has been strained. Should","page_number":31,"box":{"x":89,"y":592,"width":877,"height":12}},{"id":"700520b1-15f4-4139-8caf-d8a53b9bc768","block_type":"box","text":"political tension increase, it could adversely affect the Japanese economy and destabilize the region as a whole.","page_number":31,"box":{"x":89,"y":607,"width":773,"height":12}},{"id":"0f93460e-96f0-42d8-b5dc-2ef2d7d94a6d","block_type":"box","text":"Risk of Investing in the Middle East.","page_number":31,"box":{"x":89,"y":633,"width":255,"height":13}},{"id":"b2f54d32-f7a0-4666-ae94-d5ac7836d8dd","block_type":"box","text":"Many Middle Eastern countries have little or no democratic tradition, and the political","page_number":31,"box":{"x":353,"y":633,"width":596,"height":13}},{"id":"4445b0c9-e74b-4076-9821-43de6072e507","block_type":"box","text":"and legal systems in such countries may have an adverse impact on a Fund. Many economies in the Middle East are highly","page_number":31,"box":{"x":89,"y":649,"width":857,"height":12}},{"id":"d6fa6b70-a8b6-4baa-a373-1511c749765a","block_type":"box","text":"reliant on income from the sale of oil and natural gas or trade with countries involved in the sale of oil and natural gas, and","page_number":31,"box":{"x":89,"y":664,"width":857,"height":12}},{"id":"39003068-4953-45d7-a9f2-0e6604a94671","block_type":"box","text":"their economies are therefore vulnerable to changes in the market for oil and natural gas and foreign currency values. As","page_number":31,"box":{"x":88,"y":679,"width":844,"height":12}},{"id":"327bf7f5-db0d-48c5-bdaf-5165de83851c","block_type":"box","text":"global demand for oil and natural gas fluctuates, many Middle Eastern economies may be significantly impacted.","page_number":31,"box":{"x":89,"y":694,"width":789,"height":12}},{"id":"e6aa99af-b8c8-4fe9-8e6d-c2d9edf9149c","block_type":"box","text":"In addition, many Middle Eastern governments have exercised and continue to exercise substantial influence over many","page_number":31,"box":{"x":89,"y":720,"width":837,"height":13}},{"id":"ea45e870-b1f8-4b44-b0e0-b9c0e6bb0e06","block_type":"box","text":"aspects of the private sector. In certain cases, a Middle Eastern country’s government may own or control many companies,","page_number":31,"box":{"x":89,"y":736,"width":866,"height":12}},{"id":"69f32acb-27ae-41ad-ac2b-55a0b023de14","block_type":"box","text":"including some of the largest companies in the country. Accordingly, governmental actions in the future could have a","page_number":31,"box":{"x":89,"y":751,"width":819,"height":12}},{"id":"ec014c6a-d2f1-4f65-b05d-12c546fbb3d3","block_type":"box","text":"significant effect on economic conditions in Middle Eastern countries. This could affect private sector companies and a Fund,","page_number":31,"box":{"x":89,"y":766,"width":875,"height":12}},{"id":"3a90aef1-fc46-477f-80b6-2628c9b3ad36","block_type":"box","text":"as well as the value of securities in a Fund’s portfolio.","page_number":31,"box":{"x":89,"y":781,"width":369,"height":12}},{"id":"f1f3131c-ca80-4101-b883-7ab3f2a2991c","block_type":"box","text":"Certain Middle Eastern markets are in the earliest stages of development. As a result, there may be a high concentration of","page_number":31,"box":{"x":89,"y":807,"width":858,"height":13}},{"id":"2515583b-7c10-4781-82d7-7965840a5630","block_type":"box","text":"market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as","page_number":31,"box":{"x":89,"y":822,"width":870,"height":13}},{"id":"126502cd-81b8-454f-b119-2ee0d6aed0c9","block_type":"box","text":"a high concentration of investors and financial intermediaries. Brokers in Middle Eastern countries typically are fewer in","page_number":31,"box":{"x":89,"y":838,"width":832,"height":12}},{"id":"c99d1749-8cf1-4aa5-923a-1f24d2988eae","block_type":"box","text":"number and less capitalized than brokers in the U.S.","page_number":31,"box":{"x":89,"y":853,"width":361,"height":12}},{"id":"27e5e022-d2c5-48b0-a9ab-6534913af3d3","block_type":"box","text":"24","page_number":31,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8731a00d-ff1d-4670-8bc7-31a333b3f8d6","block_type":"box","text":"The legal systems in certain Middle Eastern countries also may have an adverse impact on a Fund. For example, the potential","page_number":32,"box":{"x":88,"y":44,"width":874,"height":12}},{"id":"000932df-0164-49d4-922c-746815056860","block_type":"box","text":"liability of a shareholder in a U.S. corporation with respect to acts of the corporation generally is limited to the amount of the","page_number":32,"box":{"x":89,"y":59,"width":871,"height":12}},{"id":"40018db4-485b-4ef5-b904-a59f704079c6","block_type":"box","text":"shareholder’s investment. However, the notion of limited liability is less clear in certain Middle Eastern countries. A Fund","page_number":32,"box":{"x":89,"y":74,"width":838,"height":12}},{"id":"76ffa7cc-ebc1-4ef9-9fd7-2e8a97c07184","block_type":"box","text":"therefore may be liable in certain Middle Eastern countries for the acts of a corporation in which it invests for an amount","page_number":32,"box":{"x":88,"y":89,"width":843,"height":13}},{"id":"4aa107db-d1d5-47c8-b0ba-1797210e5658","block_type":"box","text":"greater than its actual investment in that corporation. Similarly, the rights of investors in Middle Eastern issuers may be more","page_number":32,"box":{"x":89,"y":104,"width":872,"height":13}},{"id":"c06de22e-3b19-49a3-80f1-e27e51cd4f2a","block_type":"box","text":"limited than those of shareholders of a U.S. corporation. It may be difficult or impossible to obtain or enforce a legal","page_number":32,"box":{"x":89,"y":119,"width":807,"height":13}},{"id":"d8b6e402-51b8-4876-93c9-9eebd1ecbe61","block_type":"box","text":"judgment in a Middle Eastern country. Some Middle Eastern countries prohibit or impose substantial restrictions on","page_number":32,"box":{"x":88,"y":135,"width":809,"height":12}},{"id":"ebcb7d47-b256-4d32-88dc-14a2a1a96df0","block_type":"box","text":"investments in their capital markets, particularly their equity markets, by foreign entities such as a Fund. For example, certain","page_number":32,"box":{"x":89,"y":150,"width":872,"height":12}},{"id":"bd641e29-0e21-40b6-aaf0-2d1c46766c7b","block_type":"box","text":"countries may require governmental approval prior to investment by foreign persons or limit the amount of investment by","page_number":32,"box":{"x":89,"y":165,"width":852,"height":12}},{"id":"197b5ab2-0385-43e1-a427-2398f3e575ba","block_type":"box","text":"foreign persons in a particular issuer. Certain Middle Eastern countries may also limit investment by foreign persons to only a","page_number":32,"box":{"x":88,"y":180,"width":873,"height":12}},{"id":"7347000d-7c98-4d4d-a7f8-51f9de37f3ef","block_type":"box","text":"specific class of securities of an issuer that may have less advantageous terms (including price) than securities of the issuer","page_number":32,"box":{"x":89,"y":195,"width":863,"height":12}},{"id":"c6431b05-69ba-4e6d-82cb-eab7fe5d9906","block_type":"box","text":"available for purchase by nationals of the relevant Middle Eastern country.","page_number":32,"box":{"x":89,"y":210,"width":515,"height":13}},{"id":"2a5e836f-37bd-410a-953f-d422a0978b39","block_type":"box","text":"The manner in which foreign investors may invest in companies in certain Middle Eastern countries, as well as limitations on","page_number":32,"box":{"x":88,"y":237,"width":870,"height":12}},{"id":"8df6a96d-7baf-4e95-b6a3-902fc377abf1","block_type":"box","text":"those investments, may have an adverse impact on the operations of a Fund. For example, in certain of these countries, a","page_number":32,"box":{"x":88,"y":252,"width":847,"height":12}},{"id":"cdc1c63e-31b1-4be4-9d13-6a382ddb8cc0","block_type":"box","text":"Fund may be required to invest initially through a local broker or other entity and then have the shares that were purchased","page_number":32,"box":{"x":89,"y":267,"width":861,"height":12}},{"id":"b8300619-525a-4657-b62f-93f88b079615","block_type":"box","text":"re-registered in the name of a Fund. Re-registration in some instances may not be possible on a timely basis. This may result","page_number":32,"box":{"x":89,"y":282,"width":870,"height":12}},{"id":"24a9084f-91ce-4953-9755-d2cec8316a98","block_type":"box","text":"in a delay during which a Fund may be denied certain of its rights as an investor, including rights as to dividends or to be","page_number":32,"box":{"x":89,"y":297,"width":842,"height":12}},{"id":"d2ea07f6-05d9-4748-a3a3-9df9ca919dff","block_type":"box","text":"made aware of certain corporate actions. There also may be instances where a Fund places a purchase order but is","page_number":32,"box":{"x":89,"y":312,"width":803,"height":13}},{"id":"478d71f7-60b3-4596-8890-28e7a4e4c63e","block_type":"box","text":"subsequently informed, at the time of re-registration, that the permissible allocation of the investment to foreign investors","page_number":32,"box":{"x":89,"y":327,"width":853,"height":13}},{"id":"63b32833-69f0-48cb-bc1d-9b00628a88b4","block_type":"box","text":"has already been filled and, consequently, a Fund may not be able to invest in the relevant company.","page_number":32,"box":{"x":89,"y":342,"width":697,"height":13}},{"id":"5448be5c-31e5-4cda-b2e4-a011ce234dcb","block_type":"box","text":"Substantial limitations may exist in certain Middle Eastern countries with respect to a Fund’s ability to repatriate investment","page_number":32,"box":{"x":88,"y":369,"width":866,"height":12}},{"id":"010e131b-e50d-472a-8449-6aba62ec8672","block_type":"box","text":"income or capital gains. A Fund could be adversely affected by delays in, or a refusal to grant, any required governmental","page_number":32,"box":{"x":89,"y":384,"width":844,"height":12}},{"id":"d947e5d0-b532-4aec-b187-ad39a9db2c83","block_type":"box","text":"approval for repatriation of capital, as well as by the application to a Fund of any restrictions on investment.","page_number":32,"box":{"x":89,"y":399,"width":750,"height":13}},{"id":"997a1cbe-9fc8-4232-a8e9-6f850e42f3e4","block_type":"box","text":"Certain Middle Eastern countries may be heavily dependent upon international trade and, consequently, have been and may","page_number":32,"box":{"x":89,"y":426,"width":867,"height":12}},{"id":"8e9cabbe-64ed-4c5d-9c31-acfd28b85e60","block_type":"box","text":"continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative currency values and","page_number":32,"box":{"x":89,"y":441,"width":873,"height":12}},{"id":"3a5ad060-3321-47cd-9906-62ab7ba3fdb2","block_type":"box","text":"other protectionist measures imposed or negotiated by the countries with which they trade. These countries also have been","page_number":32,"box":{"x":89,"y":456,"width":866,"height":12}},{"id":"e58d1149-d2b0-4826-a9dd-badaa837b1db","block_type":"box","text":"and may continue to be adversely impacted by economic conditions in the countries with which they trade. In addition,","page_number":32,"box":{"x":89,"y":471,"width":835,"height":12}},{"id":"7f41197a-7e08-4564-b707-c68cf6f0a629","block_type":"box","text":"certain issuers located in Middle Eastern countries in which a Fund invests may operate in, or have dealings with, countries","page_number":32,"box":{"x":89,"y":486,"width":859,"height":12}},{"id":"2de9ef99-2049-4ec4-8088-44e0d6f0ae12","block_type":"box","text":"subject to sanctions and/or embargoes imposed by the U.S. government and the United Nations, and/or countries identified","page_number":32,"box":{"x":89,"y":501,"width":871,"height":13}},{"id":"2d1bd171-d57f-4b51-9743-82e65b8056b1","block_type":"box","text":"by the U.S. government as state sponsors of terrorism. As a result, an issuer may sustain damage to its reputation if it is","page_number":32,"box":{"x":89,"y":516,"width":835,"height":13}},{"id":"4df623f8-31e7-4fd5-b611-25307bbd7f25","block_type":"box","text":"identified as an issuer which operates in, or has dealings with, such countries. A Fund, as an investor in such issuers, will be","page_number":32,"box":{"x":89,"y":531,"width":863,"height":13}},{"id":"67c6d326-3de0-43cf-b0d7-bf3b680ee491","block_type":"box","text":"indirectly subject to those risks.","page_number":32,"box":{"x":89,"y":547,"width":219,"height":12}},{"id":"69797240-95d7-4f44-b060-ec25fb69b227","block_type":"box","text":"Certain Middle Eastern countries have strained relations with other Middle Eastern countries due to territorial disputes,","page_number":32,"box":{"x":89,"y":573,"width":830,"height":12}},{"id":"573219ae-b958-4bc4-9d80-3733fbf6c198","block_type":"box","text":"historical animosities, international alliances, defense concerns or other reasons, which may adversely affect the economies","page_number":32,"box":{"x":89,"y":588,"width":865,"height":12}},{"id":"95c1e06b-3a92-4635-9a5f-719cc1e14b2a","block_type":"box","text":"of these Middle Eastern countries. Certain Middle Eastern countries experience significant unemployment, as well as","page_number":32,"box":{"x":89,"y":603,"width":814,"height":13}},{"id":"93ea887d-b99a-4390-b209-cd7fe8b6439f","block_type":"box","text":"widespread underemployment. There has also been a recent increase in recruitment efforts and an aggressive push for","page_number":32,"box":{"x":88,"y":618,"width":832,"height":13}},{"id":"f08a43f3-67bb-42c2-ba70-ff720f65cd6b","block_type":"box","text":"territorial control by terrorist groups in the region, which has led to an outbreak of warfare and hostilities. Warfare in Syria has","page_number":32,"box":{"x":88,"y":633,"width":880,"height":13}},{"id":"8f94cf3d-a6e2-4424-9939-b38c546d6e0c","block_type":"box","text":"spread to surrounding areas, including many portions of Iraq and Turkey. Such hostilities may continue into the future or may","page_number":32,"box":{"x":89,"y":649,"width":878,"height":12}},{"id":"8bb1a937-d7b0-4f9f-8693-7388e13cdd75","block_type":"box","text":"escalate at any time due to ethnic, racial, political, religious or ideological tensions between groups in the region or foreign","page_number":32,"box":{"x":89,"y":664,"width":855,"height":12}},{"id":"83dcb92e-5abe-4fe4-80f5-85e7c919bb8d","block_type":"box","text":"intervention or lack of intervention, among other factors.","page_number":32,"box":{"x":89,"y":679,"width":397,"height":12}},{"id":"52202648-1a93-47f1-a57f-8270cfd1d741","block_type":"box","text":"Risk of Investing in North America.","page_number":32,"box":{"x":89,"y":705,"width":250,"height":13}},{"id":"d8b96030-25b9-415c-b5d6-50a36375f4b4","block_type":"box","text":"A decrease in imports or exports, changes in trade regulations or an economic recession","page_number":32,"box":{"x":348,"y":705,"width":619,"height":13}},{"id":"3d74c139-2933-42d1-a7f7-d3bfb6390c8a","block_type":"box","text":"in any North American country can have a significant economic effect on the entire North American region and on some or","page_number":32,"box":{"x":89,"y":720,"width":862,"height":13}},{"id":"6a1c2ec2-b070-4fd0-bc35-8e685b60db47","block_type":"box","text":"all of the North American countries in which the Fund invests.","page_number":32,"box":{"x":89,"y":736,"width":432,"height":9}},{"id":"2f0eaf61-1ef3-4b3c-8874-f5e88b87814d","block_type":"box","text":"The U.S. is Canada’s and Mexico’s largest trading and investment partner. The Canadian and Mexican economies are","page_number":32,"box":{"x":88,"y":762,"width":817,"height":12}},{"id":"bbdc38f0-0675-4019-981c-533181802fce","block_type":"box","text":"significantly affected by developments in the U.S. economy. Since the implementation of the North American Free Trade","page_number":32,"box":{"x":89,"y":777,"width":838,"height":12}},{"id":"1e546da5-f47a-44ce-b28a-e8f88f63ca6b","block_type":"box","text":"Agreement (“NAFTA”) in 1994 among Canada, the U.S. and Mexico, total merchandise trade among the three countries has","page_number":32,"box":{"x":88,"y":792,"width":866,"height":13}},{"id":"c624f887-86db-48d9-afe9-5530b0d124f7","block_type":"box","text":"increased. However, political developments including the implementation of tariffs by the U.S., and the renegotiation of","page_number":32,"box":{"x":89,"y":807,"width":832,"height":13}},{"id":"3d4232b2-124e-4622-bfdb-ea464322effa","block_type":"box","text":"NAFTA in the form of the United States-Mexico-Canada Agreement (“USMCA”), which replaced NAFTA on July 1, 2020, could","page_number":32,"box":{"x":89,"y":822,"width":877,"height":13}},{"id":"e7091a4e-d2fa-42d6-82e5-3da9ddcfc9c5","block_type":"box","text":"negatively affect North America’s economic outlook and, as a result, the value of securities held by a Fund. Policy and","page_number":32,"box":{"x":89,"y":838,"width":819,"height":12}},{"id":"ec8f922e-b738-41dd-a71f-3046b8564eb4","block_type":"box","text":"25","page_number":32,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"f1bfe751-e7a2-4b6c-8c06-e5581a444653","block_type":"box","text":"legislative changes in one country may have a significant effect on North American markets generally, as well as on the value","page_number":33,"box":{"x":89,"y":44,"width":872,"height":12}},{"id":"459b5395-9aa7-4c4f-948e-17ebe69c2278","block_type":"box","text":"of certain securities held by a Fund.","page_number":33,"box":{"x":89,"y":59,"width":246,"height":12}},{"id":"7a2178b0-ba17-4180-a7e1-0b8ee8d63496","block_type":"box","text":"Risk of Investing in Saudi Arabia.","page_number":33,"box":{"x":89,"y":85,"width":236,"height":13}},{"id":"91947e4e-2bc9-4e96-b3e0-05987322eca0","block_type":"box","text":"The ability of foreign investors (such as the Funds) to invest in the securities of Saudi","page_number":33,"box":{"x":337,"y":85,"width":594,"height":13}},{"id":"65e52c0b-61cc-49ce-a5d1-281de51fd75f","block_type":"box","text":"Arabian issuers is relatively new. Such ability could be restricted by the Saudi Arabian government at any time, and","page_number":33,"box":{"x":88,"y":101,"width":801,"height":12}},{"id":"5f6e82fb-9106-4248-9039-9109afdd5829","block_type":"box","text":"unforeseen risks could materialize with respect to foreign ownership in such securities. In addition, the Capital Market","page_number":33,"box":{"x":89,"y":116,"width":824,"height":12}},{"id":"cf8c0886-712d-4ff6-adfb-778e337b4c35","block_type":"box","text":"Authority (“CMA”) places investment limitations on the ownership of the securities of Saudi Arabian issuers by foreign","page_number":33,"box":{"x":88,"y":131,"width":828,"height":12}},{"id":"d156880e-ee37-4545-8323-d22e3a2b196b","block_type":"box","text":"investors, including a limitation on the Fund’s ownership of the securities of any single issuer listed on the Saudi Arabian","page_number":33,"box":{"x":89,"y":146,"width":841,"height":12}},{"id":"2ff5a129-a464-4495-be33-f26652ecd6a9","block_type":"box","text":"Stock Exchange, which may prevent the Fund from investing in accordance with its strategy and contribute to tracking error","page_number":33,"box":{"x":88,"y":161,"width":870,"height":12}},{"id":"422eb961-d296-4966-8b56-25d8614c4836","block_type":"box","text":"against the Underlying Index. These restrictions may be changed or new restrictions, such as licensing requirements, special","page_number":33,"box":{"x":89,"y":176,"width":869,"height":13}},{"id":"bff6ce8d-1fbe-432c-bed8-196e6c42229b","block_type":"box","text":"approvals or additional foreign taxes, may be instituted at any time. The Fund may not be able to obtain or maintain any such","page_number":33,"box":{"x":89,"y":191,"width":876,"height":13}},{"id":"8c6e1660-0db8-45ac-a008-74462c93b26f","block_type":"box","text":"licenses or approvals and may not be able to buy and sell securities at full value. Major disruptions or regulatory changes","page_number":33,"box":{"x":89,"y":206,"width":844,"height":13}},{"id":"6487aed5-626a-4f1a-b627-412172b570e0","block_type":"box","text":"could occur in the Saudi Arabian market, any of which could negatively impact the Fund. These risks may be exacerbated,","page_number":33,"box":{"x":89,"y":222,"width":852,"height":12}},{"id":"09616e39-5b02-49ae-8ea5-e6a4669dd54b","block_type":"box","text":"compared to more developed markets, given the limited history of foreign investment in the Saudi Arabian market.","page_number":33,"box":{"x":89,"y":237,"width":801,"height":12}},{"id":"42131f88-cb10-472f-8af5-c1a26bc5fe0b","block_type":"box","text":"Investments in Saudi Arabia may also be subject to loss due to expropriation or nationalization of assets and property or the","page_number":33,"box":{"x":89,"y":252,"width":867,"height":12}},{"id":"05735708-2c03-4ad6-b551-f3db01bc4122","block_type":"box","text":"imposition of restrictions on additional foreign investments and repatriation of capital. Such heightened risks may include,","page_number":33,"box":{"x":89,"y":267,"width":854,"height":12}},{"id":"dd85579c-fad3-4136-b162-109732e33168","block_type":"box","text":"among others, restrictions on and government intervention in international trade, confiscatory taxation, political instability,","page_number":33,"box":{"x":89,"y":282,"width":859,"height":12}},{"id":"c30b1955-f48a-40e6-8ac3-5442bb7734eb","block_type":"box","text":"including authoritarian and/or military involvement in governmental decision making, armed conflict, crime and instability as","page_number":33,"box":{"x":89,"y":297,"width":877,"height":12}},{"id":"021213f3-0fc9-48c4-9968-1021967239b1","block_type":"box","text":"a result of religious, ethnic and/or socioeconomic unrest. Saudi Arabia has privatized, or has begun the process of privatizing,","page_number":33,"box":{"x":89,"y":312,"width":877,"height":13}},{"id":"e87ed631-be71-4e1d-a74b-44aac8c4ace5","block_type":"box","text":"certain entities and industries. Newly privatized companies may face strong competition from government-sponsored","page_number":33,"box":{"x":89,"y":327,"width":824,"height":13}},{"id":"73404257-9459-412a-b823-b07019a4708b","block_type":"box","text":"competitors that have not been privatized. In some instances, investors in newly privatized entities have suffered losses due","page_number":33,"box":{"x":89,"y":342,"width":861,"height":13}},{"id":"6782cc36-355f-4555-95eb-3f6d8bc9978a","block_type":"box","text":"to the inability of the newly privatized entities to adjust quickly to a competitive environment or changing regulatory and","page_number":33,"box":{"x":88,"y":358,"width":843,"height":12}},{"id":"994403b8-409d-4743-8fc2-cb49efb29f43","block_type":"box","text":"legal standards or, in some cases, due to re-nationalization of such privatized entities. There is no assurance that similar","page_number":33,"box":{"x":89,"y":373,"width":836,"height":12}},{"id":"9fe232ad-2ba2-4fb4-adcc-70578602c82e","block_type":"box","text":"losses will not recur. Further, under income tax laws imposed by the General Authority of Zakat and Tax, dividends paid by a","page_number":33,"box":{"x":89,"y":388,"width":866,"height":12}},{"id":"601f3bf2-0783-4f90-961d-6f2e46dac555","block_type":"box","text":"Saudi Arabian company to foreign stockholders are generally subject to a 5% withholding tax (different tax rates may apply","page_number":33,"box":{"x":88,"y":403,"width":865,"height":12}},{"id":"83f633d9-37fe-4761-9479-0a29f6104312","block_type":"box","text":"pursuant to an applicable treaty). Saudi Arabia is highly reliant on income from the sale of petroleum and trade with other","page_number":33,"box":{"x":89,"y":418,"width":853,"height":12}},{"id":"6d6d011f-862f-483c-9ff3-c0be9cfec441","block_type":"box","text":"countries involved in the sale of petroleum, and its economy is therefore vulnerable to changes in foreign currency values and","page_number":33,"box":{"x":89,"y":433,"width":877,"height":13}},{"id":"2b3ae083-66cb-4668-bd65-b93177e082ef","block_type":"box","text":"the market for petroleum, as well as acts targeting petroleum production or processing facilities in Saudi Arabia. As global","page_number":33,"box":{"x":88,"y":448,"width":853,"height":13}},{"id":"9aa23805-9fa1-4cd7-a395-8a23f4dc72dc","block_type":"box","text":"demand for petroleum fluctuates, Saudi Arabia may be significantly impacted. In the recent past, the Saudi Arabian","page_number":33,"box":{"x":89,"y":463,"width":804,"height":13}},{"id":"0ea04b09-6f2b-4937-88d5-b281be197ee5","block_type":"box","text":"government has explored privatization and diversification of the economy in the wake of a diminished petroleum market.","page_number":33,"box":{"x":89,"y":479,"width":846,"height":12}},{"id":"5d80a6a7-33c4-44cc-96c9-c84bca5aca38","block_type":"box","text":"Like most Middle Eastern governments, the government of Saudi Arabia exercises substantial influence over many aspects of","page_number":33,"box":{"x":89,"y":505,"width":876,"height":12}},{"id":"b6d81341-bb6f-48a0-91dc-f00d808c6115","block_type":"box","text":"the private sector. Although liberalization in the wider economy is underway, in many areas it has lagged significantly:","page_number":33,"box":{"x":88,"y":520,"width":822,"height":12}},{"id":"4a2a3a94-a059-43d5-83a4-373689926d8c","block_type":"box","text":"restrictions on foreign ownership persist, and the government has an ownership stake in many key industries. The situation is","page_number":33,"box":{"x":89,"y":535,"width":878,"height":13}},{"id":"04fec26d-6176-4a86-ada5-70022e0678c2","block_type":"box","text":"exacerbated by the fact that Saudi Arabia is governed by an absolute monarchy. Saudi Arabia has historically experienced","page_number":33,"box":{"x":89,"y":550,"width":847,"height":13}},{"id":"f6934a17-0d83-4494-9e5f-07d81be5f688","block_type":"box","text":"strained relations with economic partners worldwide, including other countries in the Middle East, due to geopolitical events.","page_number":33,"box":{"x":89,"y":565,"width":874,"height":13}},{"id":"1f255b00-5806-4b27-b4ef-40bc49c95641","block_type":"box","text":"Incidents involving a Middle Eastern country’s or the region’s security, including terrorism, may cause uncertainty in their","page_number":33,"box":{"x":89,"y":581,"width":847,"height":12}},{"id":"6428f681-1250-49f6-9e9c-8be97f0a6008","block_type":"box","text":"markets and may adversely affect its economy and the Fund’s investments.","page_number":33,"box":{"x":89,"y":596,"width":524,"height":12}},{"id":"6f21336c-91ea-42f5-84c4-817cfef153b9","block_type":"box","text":"Governmental actions in the future could have a significant effect on economic conditions in Saudi Arabia, which could affect","page_number":33,"box":{"x":89,"y":622,"width":877,"height":12}},{"id":"555c0ec3-6e43-41b9-a87b-b26cb02ad16d","block_type":"box","text":"private sector companies and the Fund, as well as the value of securities in the Fund’s portfolio. Any economic sanctions on","page_number":33,"box":{"x":89,"y":637,"width":865,"height":13}},{"id":"12b673fb-bbfa-4973-9eb7-8cbbde0fc918","block_type":"box","text":"Saudi Arabian individuals or Saudi Arabian corporate entities, or even the threat of sanctions, may result in the decline of the","page_number":33,"box":{"x":88,"y":652,"width":872,"height":13}},{"id":"a3a6ebc8-cf5a-4ba3-b2e9-dc5d8fa92504","block_type":"box","text":"value and liquidity of Saudi Arabian securities, a weakening of the Saudi riyal or other adverse consequences to the Saudi","page_number":33,"box":{"x":88,"y":668,"width":847,"height":12}},{"id":"38ac5f43-55dc-417c-aed0-7e0420183393","block_type":"box","text":"Arabian economy. Any sanctions could also result in the immediate freeze of Saudi Arabian securities and/or funds investing","page_number":33,"box":{"x":88,"y":683,"width":872,"height":12}},{"id":"b78acbf5-4221-4ed6-88a3-a295ce7ebf90","block_type":"box","text":"in prohibited assets, impairing the ability of the Fund to buy, sell, receive or deliver those securities and/or assets. In addition,","page_number":33,"box":{"x":89,"y":698,"width":874,"height":12}},{"id":"e9579680-5223-441a-b306-1d78995b027d","block_type":"box","text":"Saudi Arabia’s economy relies heavily on cheap, foreign labor, and changes in the availability of this labor supply could have","page_number":33,"box":{"x":88,"y":713,"width":864,"height":12}},{"id":"c933443f-0ca8-4940-ba11-0148815140f0","block_type":"box","text":"an adverse effect on the economy.","page_number":33,"box":{"x":89,"y":728,"width":238,"height":12}},{"id":"dbccca39-65aa-4f85-ac5b-34884411416d","block_type":"box","text":"The securities markets in Saudi Arabia may not be as developed as those in other countries. As a result, securities markets in","page_number":33,"box":{"x":88,"y":754,"width":871,"height":13}},{"id":"8f8836f8-79c9-4475-8d25-7ee8bb9cf915","block_type":"box","text":"Saudi Arabia are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume,","page_number":33,"box":{"x":88,"y":770,"width":865,"height":12}},{"id":"8d76a0ca-7204-4d18-b5fa-6c6dbd27a07d","block_type":"box","text":"illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control","page_number":33,"box":{"x":89,"y":785,"width":860,"height":12}},{"id":"74bd49b8-4654-48c9-a23a-1c76c115265b","block_type":"box","text":"and heavy regulation of labor and industry. Shares of certain Saudi Arabian companies tend to trade less frequently than","page_number":33,"box":{"x":89,"y":800,"width":840,"height":12}},{"id":"82b8504b-7ba2-4c97-a1ff-9f9cf81ecfaa","block_type":"box","text":"those of companies on exchanges in more developed markets. Such infrequent trading may adversely affect the pricing of","page_number":33,"box":{"x":88,"y":815,"width":855,"height":12}},{"id":"a746437f-f62c-479b-b31d-34cbfb150a08","block_type":"box","text":"these securities and the Fund’s ability to sell these securities in the future.","page_number":33,"box":{"x":88,"y":830,"width":515,"height":12}},{"id":"6468778a-cee2-44d4-8fdb-88412b028461","block_type":"box","text":"26","page_number":33,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"3e55ffa7-4fc1-4cf0-890f-daf64bf4a554","block_type":"box","text":"Although the political situation in Saudi Arabia is largely stable, Saudi Arabia has historically experienced political instability,","page_number":34,"box":{"x":88,"y":44,"width":866,"height":12}},{"id":"31276c5c-8637-4d31-a2f5-6d00b0fec205","block_type":"box","text":"and there remains the possibility that the stability will not hold in the future or that instability in the larger Middle East region","page_number":34,"box":{"x":89,"y":59,"width":872,"height":12}},{"id":"b02c41cc-d033-42ae-bb09-2ff2462af39c","block_type":"box","text":"could adversely impact the economy of Saudi Arabia. Instability may be caused by military developments, government","page_number":34,"box":{"x":89,"y":74,"width":827,"height":12}},{"id":"8dda339b-4f39-4dc4-acb0-7860c6273d3b","block_type":"box","text":"interventions in the marketplace, terrorism, extremist attitudes, attempted social or political reforms, religious differences, or","page_number":34,"box":{"x":89,"y":89,"width":870,"height":13}},{"id":"3fd8cf8e-0eed-4c28-8a11-9b1c22e10199","block_type":"box","text":"other factors. Additionally, anti-Western views held by certain groups in the Middle East may influence government policies","page_number":34,"box":{"x":89,"y":104,"width":861,"height":13}},{"id":"a64062d9-91e8-48b1-a136-c0bcad065d88","block_type":"box","text":"regarding foreign investment. Further developments in U.S. relations with Saudi Arabia and other Middle-Eastern countries","page_number":34,"box":{"x":89,"y":119,"width":858,"height":13}},{"id":"f947caad-9b9c-4458-9a9c-e72436ca33d0","block_type":"box","text":"may affect these attitudes and policies. The U.S. is a significant trading partner of, or foreign investor in, Saudi Arabia. As a","page_number":34,"box":{"x":89,"y":135,"width":853,"height":12}},{"id":"c8f7b2da-69ee-4ad2-b2ef-1a20f689dd1a","block_type":"box","text":"result, economic conditions of Saudi Arabia may be particularly affected by changes in the U.S. economy. A decrease in U.S.","page_number":34,"box":{"x":89,"y":150,"width":862,"height":12}},{"id":"b5a74442-09cb-4e53-b8d2-d417d0feae0a","block_type":"box","text":"imports or exports, new trade and financial regulations or tariffs, changes in the U.S. dollar exchange rate or an economic","page_number":34,"box":{"x":89,"y":165,"width":849,"height":12}},{"id":"e348adea-e8c0-4562-885e-3005a114ffff","block_type":"box","text":"slowdown in the U.S. may have a material adverse effect on the economic conditions of Saudi Arabia and, as a result,","page_number":34,"box":{"x":89,"y":180,"width":817,"height":12}},{"id":"8e8e432b-a831-428e-99b0-6f6dffb4a69c","block_type":"box","text":"securities to which the Fund has exposure. Political instability in North Africa and the larger Middle East region has caused","page_number":34,"box":{"x":89,"y":195,"width":855,"height":12}},{"id":"6c3aa379-0f5b-4941-9b92-eab86cda9bb5","block_type":"box","text":"significant disruptions to many industries. Continued political and social unrest in these areas may negatively affect the value","page_number":34,"box":{"x":89,"y":210,"width":874,"height":13}},{"id":"129925cf-7433-46bd-82b0-f804818480b0","block_type":"box","text":"of securities in the Fund’s portfolio.","page_number":34,"box":{"x":89,"y":225,"width":245,"height":13}},{"id":"09b69d7c-1be2-45d8-9adf-9738f9c60b70","block_type":"box","text":"Certain issuers located in Saudi Arabia may operate in, or have dealings with, countries subject to sanctions and/or","page_number":34,"box":{"x":89,"y":252,"width":806,"height":12}},{"id":"7005177e-2b25-43e7-b19e-c6760da7aec8","block_type":"box","text":"embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as","page_number":34,"box":{"x":89,"y":267,"width":856,"height":12}},{"id":"147700e7-ab09-4732-81c1-90a5f074a8a8","block_type":"box","text":"state sponsors of terrorism. As a result, an issuer may sustain damage to its reputation if it is identified as an issuer which","page_number":34,"box":{"x":89,"y":282,"width":850,"height":12}},{"id":"f997304f-b846-423f-9d35-2a5f8c1215c5","block_type":"box","text":"operates in, or has dealings with, such countries. The Fund, as an investor in such issuers, will be indirectly subject to those","page_number":34,"box":{"x":89,"y":297,"width":862,"height":12}},{"id":"57e82480-143e-462d-96ad-bb48a11b0695","block_type":"box","text":"risks.","page_number":34,"box":{"x":89,"y":312,"width":34,"height":10}},{"id":"16f0c521-8b76-4eef-93f6-1ad82d5ed13c","block_type":"box","text":"U.S. Economic Trading Partners Risk.","page_number":34,"box":{"x":89,"y":339,"width":264,"height":12}},{"id":"f15859ac-1c84-4faf-9c02-7cc07fdd4d62","block_type":"box","text":"The U.S. is a significant, and in some cases the most significant, trading partner of, or","page_number":34,"box":{"x":362,"y":339,"width":597,"height":12}},{"id":"a6591b2b-6c84-4760-8677-d21814ed8f1e","block_type":"box","text":"foreign investor in, certain countries in which a Fund invests. As a result, economic conditions of such countries may be","page_number":34,"box":{"x":88,"y":354,"width":838,"height":12}},{"id":"f760eb95-051e-49b6-92ec-da29a8d07081","block_type":"box","text":"particularly affected by changes in the U.S. economy. A decrease in U.S. imports or exports, new trade and financial","page_number":34,"box":{"x":89,"y":369,"width":803,"height":12}},{"id":"510983fa-5d44-4c1e-9938-5e0273f4571a","block_type":"box","text":"regulations or tariffs, changes in the U.S. dollar exchange rate or an economic slowdown in the U.S. may have a material","page_number":34,"box":{"x":89,"y":384,"width":838,"height":12}},{"id":"168744eb-0657-47b3-b856-0d84ae66b799","block_type":"box","text":"adverse effect on a country’s economic conditions and, as a result, securities to which a Fund has exposure. Circumstances","page_number":34,"box":{"x":89,"y":399,"width":862,"height":13}},{"id":"d3c5ee98-61c6-4eec-8a45-d2270158a5aa","block_type":"box","text":"could arise that could prevent the timely payment of interest or principal on U.S. government debt, such as reaching the","page_number":34,"box":{"x":89,"y":414,"width":838,"height":13}},{"id":"efeafc12-23b6-432a-92ca-ae19a43e54f4","block_type":"box","text":"legislative “debt ceiling.” Such non-payment would result in substantial negative consequences for the U.S. economy and the","page_number":34,"box":{"x":89,"y":429,"width":874,"height":13}},{"id":"c1a86141-251f-4875-9a71-0c677a89e3b3","block_type":"box","text":"global financial system.","page_number":34,"box":{"x":89,"y":445,"width":162,"height":12}},{"id":"56f8a1c8-9157-47db-adb2-16b6e1558113","block_type":"box","text":"There are strained relations between the U.S. and a number of foreign countries. If these relations were to worsen, it could","page_number":34,"box":{"x":88,"y":471,"width":854,"height":12}},{"id":"3a3b272c-3c5d-4eba-b70f-3e06278776f1","block_type":"box","text":"adversely affect U.S. issuers as well as non-U.S. issuers that rely on the U.S. for trade. The U.S. has also experienced increased","page_number":34,"box":{"x":89,"y":486,"width":873,"height":12}},{"id":"7eaa7209-eab4-4315-9f4d-3f356fd9d62a","block_type":"box","text":"internal unrest and discord. If this trend were to continue, it may have an adverse impact on the U.S. economy and many of","page_number":34,"box":{"x":89,"y":501,"width":862,"height":13}},{"id":"97211908-1df1-4a8c-9266-7707a0cb9b24","block_type":"box","text":"the issuers in which a Fund invests.","page_number":34,"box":{"x":88,"y":516,"width":247,"height":10}},{"id":"720c750d-ad06-4201-8941-6213c878d29c","block_type":"box","text":"Risk of Investing in the Basic Materials Industry.","page_number":34,"box":{"x":89,"y":543,"width":344,"height":12}},{"id":"1e961d45-2aed-43bc-80d9-8d2e4fbb1021","block_type":"box","text":"Issuers in the basic materials industry could be adversely affected by","page_number":34,"box":{"x":443,"y":543,"width":477,"height":12}},{"id":"761a2301-b56c-4219-a7ca-9b50eba408e6","block_type":"box","text":"commodity price volatility, inflation, exchange rate fluctuations, social and political unrest, import controls and increased","page_number":34,"box":{"x":89,"y":558,"width":845,"height":12}},{"id":"1c36f7af-83d6-46a4-ab54-b84a5b7a29bd","block_type":"box","text":"competition. Companies in the basic materials industry may be subject to swift fluctuations in supply and demand.","page_number":34,"box":{"x":89,"y":573,"width":804,"height":12}},{"id":"eeae8285-f7cc-4c9e-881e-05ecf65610fd","block_type":"box","text":"Fluctuations may be caused by events relating to political and economic developments, the environmental impact of basic","page_number":34,"box":{"x":89,"y":588,"width":854,"height":12}},{"id":"fa7d0411-b6b8-4df3-a622-62b7ea445e13","block_type":"box","text":"materials operations, and the success of exploration projects. Production of industrial materials often exceeds demand as a","page_number":34,"box":{"x":89,"y":603,"width":862,"height":13}},{"id":"5d850447-2cdf-4771-a603-47d42ed6ad88","block_type":"box","text":"result of over-building or economic downturns, leading to poor investment returns. Issuers in the basic materials industry are","page_number":34,"box":{"x":89,"y":618,"width":875,"height":13}},{"id":"4559f3e3-0372-434e-9196-e66dad0c7558","block_type":"box","text":"at risk for environmental damage and product liability claims and may be adversely affected by depletion of resources, delays","page_number":34,"box":{"x":89,"y":633,"width":874,"height":13}},{"id":"cadfdfa5-7cc5-4ef7-b2be-066314583989","block_type":"box","text":"in technical progress, labor relations, tax and government regulations related to changes to, among other things, energy and","page_number":34,"box":{"x":89,"y":649,"width":871,"height":12}},{"id":"3c7f6116-db82-4737-b91b-ce8b5e0298d6","block_type":"box","text":"environmental policies.","page_number":34,"box":{"x":89,"y":664,"width":160,"height":12}},{"id":"874cdeee-af50-4401-84e0-505d70b84abd","block_type":"box","text":"Risk of Investing in the Clean Energy Sub-Industry.","page_number":34,"box":{"x":89,"y":690,"width":364,"height":13}},{"id":"2c809e32-ed77-4df4-aea8-b6eaa4d1fa6f","block_type":"box","text":"Many clean energy companies are involved in the development and","page_number":34,"box":{"x":462,"y":690,"width":471,"height":13}},{"id":"40d0e719-70c7-4da8-9ff2-ad4a46a2de29","block_type":"box","text":"commercialization of new technologies, which may be subject to delays resulting from budget constraints and technological","page_number":34,"box":{"x":89,"y":705,"width":871,"height":13}},{"id":"4e821a7f-1588-4068-9a72-df38985d407d","block_type":"box","text":"difficulties. Clean energy companies may be highly dependent upon government subsidies and contracts with government","page_number":34,"box":{"x":89,"y":720,"width":858,"height":13}},{"id":"7db28eb0-30a7-48aa-9141-7fc4515c38c0","block_type":"box","text":"entities, and may be negatively affected if such subsidies or contracts are unavailable. Clean energy companies may depend","page_number":34,"box":{"x":89,"y":736,"width":864,"height":12}},{"id":"c5ca4baa-72b7-4165-a319-48f9f27b7c9d","block_type":"box","text":"on the successful development of new and proprietary technologies. There can be no assurance that the development of","page_number":34,"box":{"x":89,"y":751,"width":848,"height":12}},{"id":"0f11df7c-1048-45d5-9434-9609717f62a5","block_type":"box","text":"new technologies will be successful or that intellectual property rights will be obtained with respect to new technologies. The","page_number":34,"box":{"x":89,"y":766,"width":877,"height":12}},{"id":"f4c0191b-c818-4b8d-b922-cd67005e72b8","block_type":"box","text":"loss or impairment of intellectual property rights may adversely affect the profitability of clean energy companies. In addition,","page_number":34,"box":{"x":89,"y":781,"width":876,"height":12}},{"id":"ef435dd2-d32b-407c-9882-53e12f12372b","block_type":"box","text":"seasonal weather conditions, fluctuations in supply of, and demand for, clean energy products, changes in energy prices,","page_number":34,"box":{"x":89,"y":796,"width":844,"height":12}},{"id":"da106cbd-6197-4c8a-9b29-763a19146a42","block_type":"box","text":"international political events, the success of project development and change in government regulatory policies may cause","page_number":34,"box":{"x":89,"y":811,"width":859,"height":12}},{"id":"602edf14-6973-47e9-94c8-e979a55f32d0","block_type":"box","text":"fluctuations in the performance of clean energy companies and the prices of their securities.","page_number":34,"box":{"x":88,"y":826,"width":646,"height":13}},{"id":"3fde342f-2f5a-428c-b5fc-8ced15609dd9","block_type":"box","text":"27","page_number":34,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"fe0042f8-4c9c-49ec-a2e6-fc39e4c2d5ec","block_type":"box","text":"Risk of Investing in the Consumer Discretionary Sector.","page_number":35,"box":{"x":89,"y":44,"width":397,"height":12}},{"id":"78d621e6-c805-42fd-96d8-25e65be5b78d","block_type":"box","text":"Companies engaged in the design, production or distribution of","page_number":35,"box":{"x":495,"y":44,"width":446,"height":12}},{"id":"9880b1da-8eac-41f2-8aaf-f35fceb19f11","block_type":"box","text":"products or services for the consumer discretionary sector (including, without limitation, television and radio broadcasting,","page_number":35,"box":{"x":89,"y":59,"width":861,"height":12}},{"id":"8a71e8af-7f37-4a83-bf40-5dbf99f66a4e","block_type":"box","text":"manufacturing, publishing, recording and musical instruments, motion pictures, photography, amusement and theme parks,","page_number":35,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"af0d72f8-95c0-4837-994b-1e8a8fab3743","block_type":"box","text":"gaming casinos, sporting goods and sports arenas, camping and recreational equipment, toys and games, apparel, travel","page_number":35,"box":{"x":89,"y":89,"width":850,"height":13}},{"id":"d3803c0c-600f-45d3-bdeb-c082f084ec46","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":35,"box":{"x":89,"y":104,"width":822,"height":13}},{"id":"522f7080-560b-4dac-b24e-9761d1258049","block_type":"box","text":"products or services may become obsolete quickly. The success of these companies can depend heavily on disposable","page_number":35,"box":{"x":89,"y":119,"width":827,"height":13}},{"id":"1ef22471-e831-4451-806c-0664c2dc014b","block_type":"box","text":"household income and consumer spending. During periods of an expanding economy, the consumer discretionary sector","page_number":35,"box":{"x":89,"y":135,"width":850,"height":12}},{"id":"1fb1ed0a-abc2-40f0-b1c3-54fc9fec0dc9","block_type":"box","text":"may outperform the consumer staples sector, but may underperform when economic conditions worsen. Moreover, the","page_number":35,"box":{"x":89,"y":150,"width":838,"height":12}},{"id":"2bba0917-2bfe-40b7-a301-d30ee68e9957","block_type":"box","text":"consumer discretionary sector can be significantly affected by several factors, including, without limitation, the performance","page_number":35,"box":{"x":89,"y":165,"width":870,"height":12}},{"id":"05e40e7b-307a-4b16-a96d-6c5c90745c3f","block_type":"box","text":"of domestic and international economies, exchange rates, changing consumer preferences, demographics, marketing","page_number":35,"box":{"x":89,"y":180,"width":823,"height":12}},{"id":"49376c5a-c087-4b2e-9ded-8fb73aa056e0","block_type":"box","text":"campaigns, cyclical revenue generation, consumer confidence, commodity price volatility, labor relations, interest rates,","page_number":35,"box":{"x":89,"y":195,"width":834,"height":12}},{"id":"dd303b01-945b-4d83-ab97-bc0a79c393d4","block_type":"box","text":"import and export controls, intense competition, technological developments and government regulation.","page_number":35,"box":{"x":89,"y":210,"width":741,"height":13}},{"id":"fbc19b76-43e9-4024-9a28-ec4e5e5a82c5","block_type":"box","text":"Risk of Investing in the Consumer Goods Industry.","page_number":35,"box":{"x":89,"y":237,"width":360,"height":12}},{"id":"f3195c74-36bb-45c8-8c6d-df3c7673c6f2","block_type":"box","text":"Companies in the consumer goods industry include companies involved","page_number":35,"box":{"x":459,"y":237,"width":503,"height":12}},{"id":"7aace6ec-ee9e-4174-ac4a-fd06c0c5f672","block_type":"box","text":"in the design, production or distribution of goods for consumers, including food, household, home, personal and office","page_number":35,"box":{"x":89,"y":252,"width":831,"height":12}},{"id":"5593703b-6fef-4622-aa10-0efc8cf0ee31","block_type":"box","text":"products, clothing and textiles. The success of the consumer goods industry is tied closely to the performance of the","page_number":35,"box":{"x":89,"y":267,"width":817,"height":12}},{"id":"8334a804-4ce4-4a9a-b621-be1d5df19cc3","block_type":"box","text":"domestic and international economy, interest rates, exchange rates, competition, consumer confidence and consumer","page_number":35,"box":{"x":89,"y":282,"width":829,"height":12}},{"id":"7031fa31-e3bd-4131-be9e-ce385c83f2a3","block_type":"box","text":"disposable income. The consumer goods industry may be affected by trends, marketing campaigns and other factors","page_number":35,"box":{"x":89,"y":297,"width":820,"height":12}},{"id":"6fb0eaec-2812-458b-a90f-6e34743a8939","block_type":"box","text":"affecting consumer demand. Governmental regulation affecting the use of various food additives may affect the profitability","page_number":35,"box":{"x":89,"y":312,"width":866,"height":13}},{"id":"a8d7fc53-8cd2-4f75-8839-dac6bd3a7869","block_type":"box","text":"of certain companies in the consumer goods industry. In addition, tobacco companies may be adversely affected by new","page_number":35,"box":{"x":89,"y":327,"width":842,"height":13}},{"id":"d53190f8-1960-4eea-aecc-b1041dcf54a0","block_type":"box","text":"laws, regulations and litigation. Many consumer goods may be marketed globally, and consumer goods companies may be","page_number":35,"box":{"x":89,"y":342,"width":859,"height":13}},{"id":"ab7656a2-c025-4623-b7ca-10dd45ae9546","block_type":"box","text":"affected by the demand and market conditions in other countries and regions. Companies in the consumer goods industry","page_number":35,"box":{"x":89,"y":358,"width":858,"height":12}},{"id":"861f3270-23d0-4b21-bff0-d49367f9604b","block_type":"box","text":"may be subject to severe competition, which may also have an adverse impact on their profitability. Changes in","page_number":35,"box":{"x":89,"y":373,"width":775,"height":12}},{"id":"9e52156d-6476-47d5-a7b7-fe46b59a325c","block_type":"box","text":"demographics and consumer preferences may affect the success of consumer products.","page_number":35,"box":{"x":89,"y":388,"width":617,"height":12}},{"id":"62244fb5-79c3-41f0-8f98-1c99d59bb264","block_type":"box","text":"Risk of Investing in the Consumer Services Industry.","page_number":35,"box":{"x":89,"y":414,"width":374,"height":13}},{"id":"ec2dcaa8-7ea8-41a4-91a3-d11db3c15ff5","block_type":"box","text":"The success of firms in the consumer services industry and certain","page_number":35,"box":{"x":471,"y":414,"width":467,"height":13}},{"id":"65109716-de67-4560-87e9-7159fa4239ce","block_type":"box","text":"retailers (including food and beverage, general retailers, media, and travel and leisure) is tied closely to the performance of","page_number":35,"box":{"x":89,"y":429,"width":856,"height":13}},{"id":"294390b4-d016-4fc1-bfda-22c69fa58f1a","block_type":"box","text":"the domestic and international economy, interest rates, exchange rates, competition and consumer confidence. The","page_number":35,"box":{"x":88,"y":445,"width":812,"height":12}},{"id":"4118920e-383a-419d-a019-a520cba59e3c","block_type":"box","text":"consumer services industry depends heavily on disposable household income and consumer spending. Companies in the","page_number":35,"box":{"x":89,"y":460,"width":849,"height":12}},{"id":"8c87418f-13ba-4cf6-b147-52834051b334","block_type":"box","text":"consumer services industry may be subject to severe competition, which may also have an adverse impact on their","page_number":35,"box":{"x":89,"y":475,"width":804,"height":12}},{"id":"40d9ba3e-d514-4a16-ad56-06c971b9ba95","block_type":"box","text":"profitability. Companies in the consumer services industry are facing increased government and regulatory scrutiny and may","page_number":35,"box":{"x":89,"y":490,"width":871,"height":12}},{"id":"b6cd8043-af43-4462-965f-d4005c02a3aa","block_type":"box","text":"be subject to adverse government or regulatory action. Changes in demographics and consumer preferences may affect the","page_number":35,"box":{"x":89,"y":505,"width":867,"height":12}},{"id":"72174ab2-1bd6-40c8-a1bb-f092072f43cc","block_type":"box","text":"success of consumer service providers.","page_number":35,"box":{"x":89,"y":520,"width":272,"height":12}},{"id":"4b94628b-3ff6-48b0-a58d-73db4f5c4e59","block_type":"box","text":"Risk of Investing in the Consumer Staples Sector.","page_number":35,"box":{"x":89,"y":547,"width":352,"height":12}},{"id":"38d2ad0f-578d-4e44-9bee-df6e6dc34af3","block_type":"box","text":"Companies in the consumer staples sector may be adversely affected by","page_number":35,"box":{"x":450,"y":547,"width":504,"height":12}},{"id":"a28f1e93-16b0-44b1-ba43-21fe0f5b3c94","block_type":"box","text":"changes in the global economy, consumer spending, competition, demographics and consumer preferences, and production","page_number":35,"box":{"x":89,"y":562,"width":873,"height":12}},{"id":"5ac923b3-3bd5-460b-895d-4c1fa2477062","block_type":"box","text":"spending. Companies in the consumer staples sector may also be affected by changes in global economic, environmental","page_number":35,"box":{"x":89,"y":577,"width":848,"height":12}},{"id":"ebf72c02-3b69-40a4-8f1b-de0c70bdc6fd","block_type":"box","text":"and political events, economic conditions, the depletion of resources, and government regulation. For instance, government","page_number":35,"box":{"x":89,"y":592,"width":867,"height":12}},{"id":"0958955a-dfdf-4edd-bc50-bf814602075a","block_type":"box","text":"regulations may affect the permissibility of using various food additives and production methods of companies that make","page_number":35,"box":{"x":89,"y":607,"width":850,"height":12}},{"id":"24275c0c-a2ee-460f-b7cd-3eabe3ea253c","block_type":"box","text":"food products, which could affect company profitability. Companies in the consumer staples sector also may be subject to","page_number":35,"box":{"x":88,"y":622,"width":855,"height":12}},{"id":"ee5ffb83-6bab-4029-8a13-74bc48478846","block_type":"box","text":"risks pertaining to the supply of, demand for and prices of raw materials. The prices of raw materials fluctuate in response to","page_number":35,"box":{"x":89,"y":637,"width":871,"height":13}},{"id":"edab8104-9323-4fd9-baf1-020a4a0e334d","block_type":"box","text":"a number of factors, including, without limitation, changes in government agricultural support programs, exchange rates,","page_number":35,"box":{"x":89,"y":652,"width":850,"height":13}},{"id":"122ef747-3676-4088-a940-03549caa8340","block_type":"box","text":"import and export controls, changes in international agricultural and trading policies, and seasonal and weather conditions.","page_number":35,"box":{"x":89,"y":668,"width":864,"height":12}},{"id":"d4a1fac8-ed61-419f-8a94-cab5d1ebe954","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":35,"box":{"x":89,"y":683,"width":872,"height":12}},{"id":"1cd229ef-7d5c-4963-94e6-dd8405258742","block_type":"box","text":"their profitability.","page_number":35,"box":{"x":88,"y":698,"width":118,"height":12}},{"id":"381d824c-806c-425e-8efc-104aefe46c13","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":35,"box":{"x":89,"y":724,"width":270,"height":13}},{"id":"c96e100e-9916-4759-8936-c9b4d5f4938f","block_type":"box","text":"Companies in the energy sector are strongly affected by the changes in and volatility","page_number":35,"box":{"x":369,"y":724,"width":590,"height":13}},{"id":"17027574-18ad-459b-996d-ee0858ed262e","block_type":"box","text":"of global energy prices, energy supply and demand, government regulations and policies, energy production and","page_number":35,"box":{"x":89,"y":739,"width":788,"height":13}},{"id":"b30b3028-7bfc-4808-83a9-a879e34f8388","block_type":"box","text":"conservation efforts, technological change, development of alternative energy sources, and other factors that they cannot","page_number":35,"box":{"x":89,"y":754,"width":853,"height":13}},{"id":"961b65b1-843a-41d5-8712-53b8bf8c5097","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":35,"box":{"x":89,"y":770,"width":852,"height":12}},{"id":"f3a98ed3-e8da-463c-8fdf-ac1e163e7bf5","block_type":"box","text":"there are downturns in energy markets or in the global economy. If an energy company in a Fund’s portfolio becomes","page_number":35,"box":{"x":88,"y":785,"width":822,"height":12}},{"id":"af5ba069-7345-4f03-a5af-3ef057e32f62","block_type":"box","text":"distressed, a Fund could lose all or a substantial portion of its investment. The energy sector is cyclical and is highly","page_number":35,"box":{"x":89,"y":800,"width":807,"height":12}},{"id":"a394834b-6f59-4f10-bf12-9c901e1a7d00","block_type":"box","text":"dependent on commodity prices. Prices and supplies of energy may fluctuate significantly over short and long periods of","page_number":35,"box":{"x":89,"y":815,"width":846,"height":12}},{"id":"7a87ae47-914d-4093-a3f7-e398233c5bc7","block_type":"box","text":"time due to, among other things, national and international political changes, Organization of Petroleum Exporting Countries","page_number":35,"box":{"x":88,"y":830,"width":874,"height":12}},{"id":"6f85c2ea-1222-4325-a643-4bc5e0a542b0","block_type":"box","text":"(“OPEC”) policies, changes in relationships among OPEC members and between OPEC and oil-importing nations, the","page_number":35,"box":{"x":89,"y":845,"width":820,"height":12}},{"id":"eeb8a8dc-b0f0-4c20-b763-20a077bc3ef4","block_type":"box","text":"regulatory environment, taxation policies, the enactment or cessation of trade sanctions, war or other geopolitical conflicts,","page_number":35,"box":{"x":89,"y":860,"width":864,"height":13}},{"id":"96917c30-fc84-4940-8dd0-4131a22edbe9","block_type":"box","text":"28","page_number":35,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"4cee44d2-69d5-4bfb-b7e5-d37476813c54","block_type":"box","text":"and the economies of key energy-consuming countries. Companies in the energy sector may be adversely affected by","page_number":36,"box":{"x":89,"y":44,"width":823,"height":12}},{"id":"06e1ab51-9131-49d9-b635-4c5a18644a8c","block_type":"box","text":"terrorism, cyber incidents, natural disasters or other catastrophes. Companies in the energy sector are at risk of liability from","page_number":36,"box":{"x":88,"y":59,"width":870,"height":12}},{"id":"e289131c-be12-40ad-a3ce-5b1e98e16759","block_type":"box","text":"accidents resulting in injury, loss of life or property, pollution or other environmental damage claims. Significant oil and gas","page_number":36,"box":{"x":89,"y":74,"width":859,"height":12}},{"id":"1b35bcc5-6859-4e71-a7cd-190ef75ab1df","block_type":"box","text":"deposits are located in emerging markets countries where corruption and security may raise significant risks, in addition to","page_number":36,"box":{"x":89,"y":89,"width":860,"height":13}},{"id":"37e91c75-1f1e-4f38-9cfd-5f9367b227e1","block_type":"box","text":"the other risks of investing in emerging markets. Additionally, the Middle East, where many companies in the energy sector","page_number":36,"box":{"x":88,"y":104,"width":861,"height":13}},{"id":"a17223b0-edea-4f0f-97a2-876045f04fa6","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":36,"box":{"x":89,"y":119,"width":876,"height":13}},{"id":"5aeab818-87b3-4460-b94b-d2fef39a6a72","block_type":"box","text":"in exchange rates, interest rates, economic conditions, tax treatment, government regulation and intervention, negative","page_number":36,"box":{"x":89,"y":135,"width":836,"height":12}},{"id":"e3e038b2-6df9-4d58-a605-0c82d541665f","block_type":"box","text":"perception, efforts at energy conservation and world events in the regions in which the companies operate (","page_number":36,"box":{"x":89,"y":150,"width":755,"height":12}},{"id":"d5a70944-3a63-4f7b-a615-125af10e8069","block_type":"box","text":"e.g","page_number":36,"box":{"x":845,"y":153,"width":20,"height":9}},{"id":"b30cf33c-fdcc-4e54-9873-81c2984295e6","block_type":"box","text":".,","page_number":36,"box":{"x":866,"y":158,"width":6,"height":3}},{"id":"8120c36c-8a3a-4391-80ed-ea42556c8b21","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":36,"box":{"x":89,"y":165,"width":849,"height":12}},{"id":"dacbfd25-b648-4b0d-af3c-5e4212ccd1f1","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":36,"box":{"x":89,"y":180,"width":879,"height":12}},{"id":"7a947538-bcc4-4a9b-b09d-cc80205f0fef","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":36,"box":{"x":89,"y":195,"width":860,"height":12}},{"id":"bc502f4a-ac25-4232-bed5-e6c79604a5f1","block_type":"box","text":"entities and utilities, governmental budget constraints may have a significant impact on companies in this sector. The energy","page_number":36,"box":{"x":89,"y":210,"width":873,"height":13}},{"id":"4b14f0b9-46fc-40d5-bdf6-95233594e7e7","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":36,"box":{"x":89,"y":225,"width":878,"height":13}},{"id":"fb6caa83-7e24-4678-819f-f7306199122b","block_type":"box","text":"their operations by governmental agencies. Such regulation can change rapidly or over time in both scope and intensity.","page_number":36,"box":{"x":88,"y":240,"width":839,"height":13}},{"id":"a94181dd-6a52-4567-b3aa-27b214629553","block_type":"box","text":"Stricter laws, regulations or enforcement policies could be enacted, which would likely increase compliance costs and may","page_number":36,"box":{"x":88,"y":256,"width":858,"height":12}},{"id":"34a87f5c-dc3a-455b-ab27-1fd1d2e8c5ee","block_type":"box","text":"materially adversely affect the financial performance of companies in the energy sector.","page_number":36,"box":{"x":89,"y":271,"width":611,"height":12}},{"id":"7f46f970-76dc-44dd-9870-bea9912de8d3","block_type":"box","text":"The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on","page_number":36,"box":{"x":88,"y":297,"width":831,"height":12}},{"id":"1ba18bd5-92aa-48b1-8f3d-46da65c49c3c","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":36,"box":{"x":89,"y":312,"width":843,"height":13}},{"id":"aeee9bab-7f14-4086-a466-e4c4ee938866","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":36,"box":{"x":89,"y":327,"width":853,"height":13}},{"id":"90a19688-26d6-44ed-8e63-73f769d42bc6","block_type":"box","text":"and other actors have enacted various sanctions and restrictions on business dealings with Russia, which include restrictions","page_number":36,"box":{"x":89,"y":342,"width":875,"height":13}},{"id":"e8cea96b-fa7a-4be9-aa79-e8f046b75c06","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":36,"box":{"x":89,"y":358,"width":871,"height":12}},{"id":"06f741b8-e981-415f-ac5c-e2b887fee944","block_type":"box","text":"of the Russian military action, additional sanctions and associated market disruptions on the energy sector, are impossible to","page_number":36,"box":{"x":89,"y":373,"width":873,"height":12}},{"id":"aef16582-3641-4b31-be67-b3dc7ce7f88d","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":36,"box":{"x":89,"y":388,"width":864,"height":12}},{"id":"14b5f6b3-3049-497a-bba0-86c09d00033c","block_type":"box","text":"may have a severe adverse effect on the performance of a Fund.","page_number":36,"box":{"x":89,"y":403,"width":445,"height":12}},{"id":"1f22a0b3-73a5-4934-8402-ee256d1f02c8","block_type":"box","text":"Risk of Investing in the Financials Sector.","page_number":36,"box":{"x":89,"y":429,"width":292,"height":13}},{"id":"9abd3d06-d2bc-4b25-8b37-22df35d13bdc","block_type":"box","text":"Companies in the financials sector include small, regional and money center","page_number":36,"box":{"x":391,"y":429,"width":533,"height":13}},{"id":"32c86f59-c35a-424a-a596-9f13d7ac4bc5","block_type":"box","text":"banks, securities brokerage firms, asset management companies, savings banks and thrift institutions, specialty finance","page_number":36,"box":{"x":89,"y":445,"width":836,"height":12}},{"id":"863fb137-35ea-4023-b55e-3aa6fa051d5e","block_type":"box","text":"companies (","page_number":36,"box":{"x":89,"y":460,"width":85,"height":12}},{"id":"fb9fc2db-e158-40c8-acd6-7297ff13a213","block_type":"box","text":"e.g.","page_number":36,"box":{"x":175,"y":463,"width":23,"height":9}},{"id":"9220944a-b2b4-4dae-a17d-903b15302a0d","block_type":"box","text":", credit card, mortgage providers), insurance and insurance brokerage firms, consumer finance firms,","page_number":36,"box":{"x":200,"y":460,"width":706,"height":12}},{"id":"893cae40-37a0-4e55-82a0-0aacdf76afe3","block_type":"box","text":"financial conglomerates and foreign banking and financial companies.","page_number":36,"box":{"x":88,"y":475,"width":491,"height":12}},{"id":"c6815f3b-eef2-4555-bee6-4cacd9ff72c7","block_type":"box","text":"Most financial companies are subject to extensive governmental regulation, which limits their activities and may affect their","page_number":36,"box":{"x":89,"y":501,"width":865,"height":13}},{"id":"ad375794-9e48-4cd1-878e-675036383443","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":36,"box":{"x":89,"y":516,"width":869,"height":13}},{"id":"5775ec61-27aa-48b9-a876-9e96669ff0bd","block_type":"box","text":"adverse consequences for companies in the financials sector, including effects not intended by the regulation. Direct","page_number":36,"box":{"x":89,"y":531,"width":813,"height":13}},{"id":"0d242bfd-4648-44df-aef3-f7bf83958616","block_type":"box","text":"governmental intervention in the operations of financial companies and financial markets may materially and adversely affect","page_number":36,"box":{"x":89,"y":547,"width":877,"height":12}},{"id":"6e9babe2-595a-4fa4-8a4d-ac17b1e80622","block_type":"box","text":"the companies in which a Fund invests, including legislation in many countries that may increase government regulation,","page_number":36,"box":{"x":88,"y":562,"width":848,"height":12}},{"id":"09638813-ef14-48e6-83d2-fd8e2c802a00","block_type":"box","text":"repatriation and other intervention. The impact of governmental intervention and legislative changes on any individual","page_number":36,"box":{"x":89,"y":577,"width":827,"height":12}},{"id":"acf9a1eb-f48b-4e88-a173-73d32a3cb05a","block_type":"box","text":"financial company or on the financials sector as a whole cannot be predicted. The valuation of financial companies has been","page_number":36,"box":{"x":88,"y":592,"width":871,"height":12}},{"id":"4f055c5d-76c0-4c83-9769-5ab3cf24f1c9","block_type":"box","text":"and continues to be subject to unprecedented volatility and may be influenced by unpredictable factors, including interest","page_number":36,"box":{"x":89,"y":607,"width":853,"height":12}},{"id":"227abb3c-3a98-41ca-96b2-15f56a22dca3","block_type":"box","text":"rate risk and sovereign debt default. Certain financial businesses are subject to intense competitive pressures, including","page_number":36,"box":{"x":89,"y":622,"width":833,"height":12}},{"id":"0f026ef6-ed30-4bfa-aa83-1b7b79cd4072","block_type":"box","text":"market share and price competition. Financial companies in foreign countries are subject to market-specific and general","page_number":36,"box":{"x":89,"y":637,"width":839,"height":13}},{"id":"0424e892-294c-487c-bda2-54d3b223fc19","block_type":"box","text":"regulatory and interest rate concerns. In particular, government regulation in certain foreign countries may include taxes and","page_number":36,"box":{"x":89,"y":652,"width":872,"height":13}},{"id":"66a9d633-cc9e-4ea6-8c65-91bb00e7f12a","block_type":"box","text":"controls on interest rates, credit availability, minimum capital requirements, bans on short sales, limits on prices and","page_number":36,"box":{"x":89,"y":668,"width":810,"height":12}},{"id":"056fcf9b-8b3b-4296-914f-5788b3a55a85","block_type":"box","text":"restrictions on currency transfers. In addition, companies in the financials sector may be the targets of hacking and potential","page_number":36,"box":{"x":89,"y":683,"width":870,"height":12}},{"id":"d2707157-e65f-4fba-8c52-bc99c63c511d","block_type":"box","text":"theft of proprietary or customer information or disruptions in service, which could have a material adverse effect on their","page_number":36,"box":{"x":88,"y":698,"width":847,"height":12}},{"id":"3145efee-fefa-4ef1-9533-d3a0a033327d","block_type":"box","text":"businesses.","page_number":36,"box":{"x":89,"y":713,"width":78,"height":10}},{"id":"a0df5926-fb7e-43f4-804c-a155b18267c7","block_type":"box","text":"The profitability of banks, savings and loan associations and other financial companies is largely dependent on the availability","page_number":36,"box":{"x":88,"y":739,"width":879,"height":13}},{"id":"0fa56694-557b-42ca-9b58-2347389e1e34","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":36,"box":{"x":89,"y":754,"width":863,"height":13}},{"id":"049c4479-1892-436c-901d-f2ca17761da4","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":36,"box":{"x":88,"y":770,"width":831,"height":12}},{"id":"a0f5d163-7a01-4f90-ac55-952408678609","block_type":"box","text":"financial companies may be adversely affected in certain market cycles, including, without limitation, during periods of rising","page_number":36,"box":{"x":88,"y":785,"width":873,"height":12}},{"id":"d058144a-7fd5-4045-bd50-aedc565db667","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":36,"box":{"x":89,"y":800,"width":855,"height":12}},{"id":"81f05c4a-b20f-420f-9c8b-4f5fca945833","block_type":"box","text":"conditions, which may cause, among other things, credit losses due to financial difficulties of borrowers.","page_number":36,"box":{"x":89,"y":815,"width":730,"height":12}},{"id":"20297131-e324-482e-9cb7-880487a02e84","block_type":"box","text":"In addition, general economic conditions are important to the operations of these companies, and financial difficulties of","page_number":36,"box":{"x":89,"y":841,"width":845,"height":13}},{"id":"e7534389-f4f6-4803-bb52-4940cc13afba","block_type":"box","text":"borrowers may have an adverse effect on the profitability of financial companies. Companies in the financials sector are","page_number":36,"box":{"x":89,"y":856,"width":835,"height":13}},{"id":"cf80303e-d3cb-4fe6-b3e5-f72e635ad484","block_type":"box","text":"29","page_number":36,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"2799976d-2338-44c5-b077-372fd8ef0bb1","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":37,"box":{"x":89,"y":44,"width":831,"height":12}},{"id":"6d25b104-3201-4677-b8e8-fd2b4feb7266","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":37,"box":{"x":89,"y":59,"width":850,"height":12}},{"id":"520c136e-7aeb-4f18-9eaf-9ac997acb6dc","block_type":"box","text":"financial services companies. Financial services companies may have significant exposure to the same borrowers and","page_number":37,"box":{"x":88,"y":74,"width":821,"height":12}},{"id":"ba6a5694-722f-4ec8-89a0-a7f8907857af","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":37,"box":{"x":89,"y":89,"width":875,"height":13}},{"id":"d6fea3b3-202a-47e6-96b2-0c4d6ddda642","block_type":"box","text":"other companies with exposure to the same borrower or counterparty. This interconnectedness of risk, including cross","page_number":37,"box":{"x":89,"y":104,"width":836,"height":13}},{"id":"7a060439-6f13-428b-8a5a-4d39cc5d2dd7","block_type":"box","text":"default risk, may result in significant negative impacts to the financial condition and reputation of companies with direct","page_number":37,"box":{"x":89,"y":119,"width":841,"height":13}},{"id":"10bfefd6-dbe5-4108-b6b5-224158ba0793","block_type":"box","text":"exposure to the defaulting counterparty as well as adverse cascading effects in the markets and the financials sector","page_number":37,"box":{"x":89,"y":135,"width":814,"height":12}},{"id":"f5693396-cab6-4795-9fbd-4044294dda92","block_type":"box","text":"generally. Financial companies can be highly dependent upon access to capital markets, and any impediments to such","page_number":37,"box":{"x":89,"y":150,"width":827,"height":12}},{"id":"8ade9b29-fa4a-4a29-955c-45d7bb3b018b","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":37,"box":{"x":89,"y":165,"width":870,"height":12}},{"id":"a932a6bb-fc6d-4201-a470-6ba521aa8261","block_type":"box","text":"financial condition or prospects, could adversely affect its business. Deterioration of credit markets can have an adverse","page_number":37,"box":{"x":88,"y":180,"width":837,"height":12}},{"id":"912873b9-6c6a-4b42-bf6e-f260de313f1f","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":37,"box":{"x":89,"y":195,"width":862,"height":12}},{"id":"5ab0cded-9c54-49d0-b0a8-85c8e31df0ad","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":37,"box":{"x":89,"y":210,"width":853,"height":13}},{"id":"22262548-ce62-48bd-9bab-c4127f6dd0c7","block_type":"box","text":"capital and even cease operations. Some financial companies may also be required to accept or borrow significant amounts","page_number":37,"box":{"x":89,"y":225,"width":865,"height":13}},{"id":"533e7fec-9d7b-4293-bd56-0895bd0fcb45","block_type":"box","text":"of capital from government sources and may face future government-imposed restrictions on their businesses or increased","page_number":37,"box":{"x":89,"y":240,"width":863,"height":13}},{"id":"db9e032c-534a-4c71-91fd-926e8e449a05","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":37,"box":{"x":89,"y":256,"width":872,"height":12}},{"id":"fb95ff64-1a4a-417a-b79f-c75a0dee210f","block_type":"box","text":"actions may cause the securities of many companies in the financials sector to decline in value.","page_number":37,"box":{"x":89,"y":271,"width":665,"height":12}},{"id":"eef1a916-3612-4494-b1db-eb3a96c409d9","block_type":"box","text":"Risk of Investing in the Healthcare Sector.","page_number":37,"box":{"x":89,"y":297,"width":299,"height":12}},{"id":"a3ad430b-eeeb-4272-ae46-77f72cfe405e","block_type":"box","text":"Companies in the healthcare sector are often issuers whose profitability may be","page_number":37,"box":{"x":397,"y":297,"width":557,"height":12}},{"id":"ab450d9c-4fd3-4b26-b052-a8caec5ac8eb","block_type":"box","text":"affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising or","page_number":37,"box":{"x":89,"y":312,"width":839,"height":13}},{"id":"fb81095c-d8a6-4f6b-bff0-4000f9adeb7f","block_type":"box","text":"falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited","page_number":37,"box":{"x":88,"y":327,"width":834,"height":13}},{"id":"49c3baba-0baf-40ca-9460-2c6c7876222b","block_type":"box","text":"number of products, industry innovation, changes in technologies and other market developments. Many healthcare","page_number":37,"box":{"x":89,"y":342,"width":816,"height":13}},{"id":"363a3d7a-3982-41b7-b18d-132e45a8bcc7","block_type":"box","text":"companies are heavily dependent on patent protection and the actual or perceived safety and efficiency of their products.","page_number":37,"box":{"x":89,"y":358,"width":849,"height":12}},{"id":"5ad08a1b-79d1-4caa-89e0-2cb345135adf","block_type":"box","text":"Patents have a limited duration, and, upon expiration, other companies may market substantially similar “generic” products","page_number":37,"box":{"x":89,"y":384,"width":863,"height":12}},{"id":"215a5152-7bfa-46a5-9a3e-7fc3046647c6","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":37,"box":{"x":88,"y":399,"width":854,"height":13}},{"id":"b8a4c12c-c6cb-4839-8651-c19a2f9c60c0","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":37,"box":{"x":89,"y":414,"width":860,"height":13}},{"id":"2970103f-411e-498a-ab32-6135bb02d246","block_type":"box","text":"result, the expiration of patents may adversely affect the profitability of these companies.","page_number":37,"box":{"x":89,"y":429,"width":621,"height":13}},{"id":"9c4f9c6f-b3d3-4efe-abac-8bc5a7409f76","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":37,"box":{"x":89,"y":456,"width":862,"height":12}},{"id":"28a2c618-9283-4fbd-b65a-bee5e94a4672","block_type":"box","text":"of many individuals, these companies are especially susceptible to extensive litigation based on product liability and similar","page_number":37,"box":{"x":89,"y":471,"width":860,"height":12}},{"id":"620f225b-da39-44dc-94a9-bcd2872308ee","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":37,"box":{"x":89,"y":486,"width":842,"height":12}},{"id":"9b4b5d0c-8f27-47d9-8976-4792c8eab9fa","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":37,"box":{"x":89,"y":501,"width":868,"height":13}},{"id":"c9a1ee20-ec1d-45ce-aeb4-32c333dfac68","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":37,"box":{"x":89,"y":516,"width":867,"height":13}},{"id":"14a4c0a9-5e31-46c2-89b5-a2813e527f58","block_type":"box","text":"and loss of competitive advantage to the extent that rival companies have developed competing products or procedures,","page_number":37,"box":{"x":89,"y":531,"width":845,"height":13}},{"id":"ca97fd62-1922-4058-ac08-f163500d9172","block_type":"box","text":"adversely affecting the company’s revenues and profitability. In other words, delays in the regulatory approval process may","page_number":37,"box":{"x":89,"y":547,"width":857,"height":12}},{"id":"f7816f0b-bf5d-41e9-81cb-0dbe43a09b28","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":37,"box":{"x":89,"y":562,"width":870,"height":12}},{"id":"abfd11aa-08d5-4ca1-9ab0-96a3ded1861c","block_type":"box","text":"a material adverse effect on a company’s business. Healthcare companies may also be strongly affected by scientific","page_number":37,"box":{"x":89,"y":577,"width":811,"height":12}},{"id":"d13059cf-b8cc-4666-9ee7-b148c9d4f0b1","block_type":"box","text":"biotechnology or technological developments, and their products may quickly become obsolete. Also, many healthcare","page_number":37,"box":{"x":89,"y":592,"width":834,"height":12}},{"id":"e035b12a-859c-453b-9e43-ec955c6878d7","block_type":"box","text":"companies offer products and services that are subject to governmental regulation and may be adversely affected by changes","page_number":37,"box":{"x":89,"y":607,"width":878,"height":12}},{"id":"8ca5f1b5-5c76-4d04-be2e-deeb56cdcae3","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":37,"box":{"x":89,"y":622,"width":861,"height":12}},{"id":"7d66bfb3-9395-410e-a4bc-8d0085db572f","block_type":"box","text":"control, national health insurance, incentives for compensation in the provision of healthcare services, tax incentives and","page_number":37,"box":{"x":89,"y":637,"width":844,"height":13}},{"id":"2b1f2841-985e-4dbf-8233-d6fb97a759ba","block_type":"box","text":"penalties related to healthcare insurance premiums, and promotion of prepaid healthcare plans. In addition, a number of","page_number":37,"box":{"x":89,"y":652,"width":845,"height":13}},{"id":"b01d963e-462e-4238-8a04-b5197b5ea5b8","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":37,"box":{"x":89,"y":668,"width":841,"height":12}},{"id":"99783505-4036-45e2-8a98-1a5e42f999cb","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":37,"box":{"x":89,"y":683,"width":793,"height":12}},{"id":"30e51939-a35b-4961-ae7d-124560c0bdb0","block_type":"box","text":"Additionally, the expansion of facilities by healthcare-related providers may be subject to “determinations of need” by certain","page_number":37,"box":{"x":88,"y":709,"width":872,"height":12}},{"id":"53cb2613-852d-4b10-a586-f862701ed214","block_type":"box","text":"government authorities. This process not only generally increases the time and costs involved in these expansions, but also","page_number":37,"box":{"x":89,"y":724,"width":861,"height":13}},{"id":"80d905e3-73c0-4ac9-8628-e76e7cfccd36","block_type":"box","text":"makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare-related facilities","page_number":37,"box":{"x":89,"y":739,"width":828,"height":13}},{"id":"a10da6c1-0c4d-480d-a992-f8b4a07c79df","block_type":"box","text":"operators and negatively affecting the prices of their securities. Moreover, in recent years, both local and national","page_number":37,"box":{"x":89,"y":754,"width":788,"height":13}},{"id":"ce076167-fd2b-4740-bb73-300874bc3737","block_type":"box","text":"governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both","page_number":37,"box":{"x":89,"y":770,"width":821,"height":12}},{"id":"2f0e6692-af1d-4b24-a948-da6079b72f0b","block_type":"box","text":"adversely affect regulatory processes and public funding available for healthcare products, services and facilities.","page_number":37,"box":{"x":89,"y":785,"width":786,"height":12}},{"id":"e2b496b9-1ac1-43de-9710-feab5ba21939","block_type":"box","text":"Risk of Investing in the Industrials Sector.","page_number":37,"box":{"x":89,"y":811,"width":297,"height":12}},{"id":"f741613f-11c3-4987-bcea-dee22d9bd230","block_type":"box","text":"The value of securities issued by companies in the industrials sector may be","page_number":37,"box":{"x":395,"y":811,"width":530,"height":12}},{"id":"f8d6ebd6-beae-4001-8aba-bccd94b1d8ed","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":37,"box":{"x":89,"y":826,"width":869,"height":13}},{"id":"e08c2230-1a42-4124-b7f6-19d3786ece7a","block_type":"box","text":"general. The products of manufacturing companies may face obsolescence due to rapid technological developments and","page_number":37,"box":{"x":89,"y":841,"width":848,"height":13}},{"id":"2ebc81d3-71fe-44bc-8e42-e6457c6e2712","block_type":"box","text":"frequent new product introduction. Government regulations, trade disputes, world events and economic conditions may","page_number":37,"box":{"x":88,"y":856,"width":844,"height":13}},{"id":"ce85eb4d-2c84-44d7-be60-1e7586bf7ae0","block_type":"box","text":"30","page_number":37,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"00bed4b8-75df-4a85-bd91-5eaa9b0841dd","block_type":"box","text":"affect the performance of companies in the industrials sector. The industrials sector may also be adversely affected by","page_number":38,"box":{"x":89,"y":44,"width":824,"height":12}},{"id":"729d0677-84ba-41c3-a89b-55d9a8267013","block_type":"box","text":"changes or trends in commodity prices, which may be influenced by unpredictable factors. For example, commodity price","page_number":38,"box":{"x":89,"y":59,"width":852,"height":12}},{"id":"17eb0118-8cde-45c3-85be-ad054b0ae308","block_type":"box","text":"declines and unit volume reductions resulting from an over-supply of materials used in the industrials sector can adversely","page_number":38,"box":{"x":89,"y":74,"width":858,"height":12}},{"id":"0904e99b-acf8-49c1-b452-f2495e42e436","block_type":"box","text":"affect the sector. Furthermore, companies in the industrials sector may be subject to liability for environmental damage,","page_number":38,"box":{"x":89,"y":89,"width":837,"height":13}},{"id":"b95e8884-7c9e-40f4-86a1-e54312024665","block_type":"box","text":"product liability claims, depletion of resources, and mandated expenditures for safety and pollution control.","page_number":38,"box":{"x":89,"y":104,"width":751,"height":13}},{"id":"49655e73-b89b-421f-b8c1-2b176d074d1e","block_type":"box","text":"Risk of Investing in the Materials Sector.","page_number":38,"box":{"x":89,"y":131,"width":288,"height":12}},{"id":"fb4e0436-c320-4524-b141-d51c6fa1f7ab","block_type":"box","text":"Companies in the materials sector may be adversely affected by commodity price","page_number":38,"box":{"x":386,"y":131,"width":568,"height":12}},{"id":"38c4f458-5fda-42f8-8209-94f24baf6657","block_type":"box","text":"volatility, exchange rate fluctuations, social and political unrest, war, import or export controls, increased competition,","page_number":38,"box":{"x":88,"y":146,"width":824,"height":12}},{"id":"632e5b52-dfc5-4f33-8060-d3cf772a927b","block_type":"box","text":"depletion of resources, technical progress, labor relations and government regulations, and mandated expenditures for safety","page_number":38,"box":{"x":89,"y":161,"width":878,"height":12}},{"id":"357d6ef8-18d3-458f-b8d4-bf93c9e6c436","block_type":"box","text":"and pollution control, among other factors. Such risks may adversely affect the issuers to which the Fund has exposure.","page_number":38,"box":{"x":89,"y":176,"width":837,"height":13}},{"id":"0883e36d-605a-47b9-bf01-44fb95c0d8a9","block_type":"box","text":"Companies in the materials sector are also at risk of liability for environmental damage and product liability claims.","page_number":38,"box":{"x":89,"y":191,"width":801,"height":13}},{"id":"4d9f3a34-965f-417d-a173-3b000e711ae6","block_type":"box","text":"Production of materials may exceed demand as a result of market imbalances or economic downturns, leading to poor","page_number":38,"box":{"x":89,"y":206,"width":832,"height":13}},{"id":"0bc3e6da-bd1d-41d8-9f3a-ed445a8bb49b","block_type":"box","text":"investment returns. These risks are heightened for companies in the materials sector located in foreign markets.","page_number":38,"box":{"x":89,"y":222,"width":783,"height":12}},{"id":"37c0a8ff-4e6f-4144-a4c6-09251280f569","block_type":"box","text":"Risk of Investing in the Real Estate Industry.","page_number":38,"box":{"x":89,"y":248,"width":313,"height":12}},{"id":"5cc31ccb-44c6-4fea-8f0d-ce6e2e2fba90","block_type":"box","text":"Companies in the real estate industry include companies that invest in real","page_number":38,"box":{"x":411,"y":248,"width":520,"height":12}},{"id":"27105556-ae98-4ddb-900c-14c4b27c74b7","block_type":"box","text":"estate, such as REITs, real estate holding and operating companies or real estate development companies (collectively, “Real","page_number":38,"box":{"x":89,"y":263,"width":867,"height":12}},{"id":"e6c199b7-07de-43b8-aee2-fbd683d8655a","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":38,"box":{"x":89,"y":278,"width":859,"height":13}},{"id":"716d522f-be17-420f-94ee-9a2fa2085da1","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":38,"box":{"x":89,"y":293,"width":837,"height":13}},{"id":"cc1adb83-9467-4ad5-a4e4-c229097d143a","block_type":"box","text":"industry is highly sensitive to general and local economic conditions and developments, and characterized by intense","page_number":38,"box":{"x":89,"y":308,"width":819,"height":13}},{"id":"9df72a4b-a370-45ce-afe0-acb12b824b0d","block_type":"box","text":"competition and periodic overbuilding. Investing in Real Estate Companies involves various risks. Some risks that are specific","page_number":38,"box":{"x":89,"y":324,"width":869,"height":12}},{"id":"29caa979-500b-41b5-8291-631bbbfc5b88","block_type":"box","text":"to Real Estate Companies are discussed in greater detail below.","page_number":38,"box":{"x":88,"y":339,"width":439,"height":12}},{"id":"269dc777-149e-4ac6-9e75-7fc992858edc","block_type":"box","text":"Concentration Risk.","page_number":38,"box":{"x":89,"y":365,"width":134,"height":10}},{"id":"bc144ec4-23c4-4097-b46c-692546dc11c9","block_type":"box","text":"Real Estate Companies may own a limited number of properties and concentrate their investments in a","page_number":38,"box":{"x":230,"y":365,"width":718,"height":12}},{"id":"18f4cdf3-9e0d-49eb-9984-1cb3897f121a","block_type":"box","text":"particular geographic region or property type. Economic downturns affecting a particular region, industry or property type","page_number":38,"box":{"x":89,"y":380,"width":854,"height":13}},{"id":"548976a9-a0ad-46f7-9ada-043632436677","block_type":"box","text":"may lead to a high volume of defaults within a short period.","page_number":38,"box":{"x":89,"y":395,"width":416,"height":13}},{"id":"80d37b61-52af-4f66-b505-fffc2d03e616","block_type":"box","text":"Distressed Investment Risk.","page_number":38,"box":{"x":88,"y":422,"width":189,"height":10}},{"id":"f56aa995-e784-474a-b01f-aab69f43f096","block_type":"box","text":"Real Estate Companies may invest in distressed, defaulted or out-of-favor bank loans.","page_number":38,"box":{"x":284,"y":422,"width":595,"height":12}},{"id":"0d28e540-7a92-4fa8-8a66-97b2fe129a4a","block_type":"box","text":"Identification and implementation by a Real Estate Company of loan modification and restructure programs involves a high","page_number":38,"box":{"x":89,"y":437,"width":859,"height":12}},{"id":"16dff645-776a-44cc-9d26-33a2dca03ffb","block_type":"box","text":"degree of uncertainty. Even successful implementation may still require adverse compromises and may not prevent","page_number":38,"box":{"x":89,"y":452,"width":806,"height":12}},{"id":"218b0f6e-8d6d-4c04-b887-620e59951d65","block_type":"box","text":"bankruptcy. Real Estate Companies may also invest in other debt instruments that may become non-performing, including","page_number":38,"box":{"x":89,"y":467,"width":856,"height":13}},{"id":"21f27113-5613-454d-9728-abf82caa80d5","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":38,"box":{"x":88,"y":482,"width":879,"height":13}},{"id":"2ef4a4aa-a758-40d0-a99c-311dc166c1c8","block_type":"box","text":"may be less liquid and more volatile than the securities of companies not in distress.","page_number":38,"box":{"x":89,"y":497,"width":587,"height":13}},{"id":"9de01fc9-c67b-4f89-b64d-50d30a4c0477","block_type":"box","text":"Illiquidity Risk.","page_number":38,"box":{"x":88,"y":524,"width":98,"height":12}},{"id":"3465a3a8-20c7-4f5f-bac6-350691ded508","block_type":"box","text":"Investing in Real Estate Companies may involve risks similar to those associated with investing in small","page_number":38,"box":{"x":193,"y":524,"width":722,"height":12}},{"id":"5c11f5d7-7327-4622-9035-8ce5eb514ff5","block_type":"box","text":"capitalization companies. Real Estate Company securities, like the securities of small-capitalization companies, may be more","page_number":38,"box":{"x":89,"y":539,"width":867,"height":12}},{"id":"bfeb29ed-98f0-4fcf-8073-dab2e81710dc","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":38,"box":{"x":88,"y":554,"width":870,"height":12}},{"id":"9f1959f7-725d-4326-97e4-a885717476a3","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":38,"box":{"x":89,"y":569,"width":865,"height":13}},{"id":"f113986b-4f0e-418d-b1ae-8717fba5511d","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":38,"box":{"x":89,"y":584,"width":819,"height":13}},{"id":"40acc3a5-84d2-4ee1-b606-cd33eb7b2f71","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":38,"box":{"x":89,"y":599,"width":857,"height":13}},{"id":"33734d28-2218-4922-8e0a-8cc2ddd7ee44","block_type":"box","text":"Interest Rate Risk.","page_number":38,"box":{"x":88,"y":626,"width":124,"height":10}},{"id":"55fa184d-678c-426d-bd97-2f1e0db39a07","block_type":"box","text":"Rising interest rates could result in higher costs of capital for Real Estate Companies, which could","page_number":38,"box":{"x":218,"y":626,"width":680,"height":12}},{"id":"35d7c97e-c61c-4857-b6f9-2b5459989f1e","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":38,"box":{"x":89,"y":641,"width":843,"height":12}},{"id":"c90c21ad-ddfe-4d53-a538-490a41cddb64","block_type":"box","text":"increased prepayment on loans and require redeployment of capital in less desirable investments.","page_number":38,"box":{"x":89,"y":656,"width":679,"height":13}},{"id":"8992aeec-6283-4dff-8e47-d63b8c523c2a","block_type":"box","text":"Leverage Risk.","page_number":38,"box":{"x":88,"y":683,"width":98,"height":12}},{"id":"ef91808c-50d4-42b0-9fc7-0d4f5eb50643","block_type":"box","text":"Real Estate Companies may use leverage (and some may be highly leveraged), which increases investment risk","page_number":38,"box":{"x":192,"y":683,"width":774,"height":12}},{"id":"1d4118a6-0538-46e5-abf2-7c0768213373","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":38,"box":{"x":89,"y":698,"width":875,"height":12}},{"id":"70f9ee2a-979e-42c4-9261-0c439b84cd6c","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":38,"box":{"x":89,"y":713,"width":875,"height":12}},{"id":"9b1fe0f4-6f40-4a80-8286-315f752d15ac","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":38,"box":{"x":89,"y":728,"width":872,"height":12}},{"id":"b44a2243-3524-4e69-b3ca-2a3728cdc8c6","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":38,"box":{"x":89,"y":743,"width":857,"height":12}},{"id":"30a0a586-8f2f-4f81-8a35-5434b527a181","block_type":"box","text":"income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements,","page_number":38,"box":{"x":89,"y":758,"width":877,"height":13}},{"id":"0c0a25fc-e51d-4a95-9aac-8fb2b3dc3d22","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":38,"box":{"x":88,"y":773,"width":851,"height":13}},{"id":"f0daeeb3-1b6f-4f03-8c82-066b0ebaebde","block_type":"box","text":"payments of any interest and principal on its debt securities will be adversely affected.","page_number":38,"box":{"x":89,"y":788,"width":599,"height":13}},{"id":"c053095a-7377-4459-8072-6382aa557cc2","block_type":"box","text":"Loan Foreclosure Risk.","page_number":38,"box":{"x":88,"y":815,"width":154,"height":10}},{"id":"0c59dce6-0c20-4fcf-a535-9ffeb469aedd","block_type":"box","text":"Real Estate Companies may foreclose on loans that the Real Estate Company originated and/or","page_number":38,"box":{"x":249,"y":815,"width":664,"height":12}},{"id":"1f86ed6d-62de-4240-930f-786b2bf6338e","block_type":"box","text":"acquired. Foreclosure may generate negative publicity for the underlying property that affects its market value. In addition to","page_number":38,"box":{"x":89,"y":830,"width":870,"height":12}},{"id":"7c391c90-189b-428d-8f87-7a32a16b7275","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":38,"box":{"x":88,"y":845,"width":819,"height":12}},{"id":"aae976d4-d00d-4f44-94b0-4735a40c6790","block_type":"box","text":"foreclosure proceedings. Claims and defenses asserted by borrowers or other lenders may interfere with the enforcement of","page_number":38,"box":{"x":88,"y":860,"width":868,"height":13}},{"id":"bc843483-2ede-43e0-98fb-36861ede1c9d","block_type":"box","text":"31","page_number":38,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"d609b2f0-82a7-4fca-9126-0d75f1aa6a7c","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":39,"box":{"x":89,"y":44,"width":872,"height":12}},{"id":"bfd62d16-5942-42a2-afeb-b661a06e333a","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":39,"box":{"x":89,"y":59,"width":796,"height":12}},{"id":"cf940d89-0cf2-4f18-adbb-25e1597f9a5d","block_type":"box","text":"Management Risk.","page_number":39,"box":{"x":88,"y":85,"width":130,"height":13}},{"id":"b28367ac-e56f-4924-bec1-eebe145971b3","block_type":"box","text":"Real Estate Companies are dependent upon management skills and may have limited financial resources.","page_number":39,"box":{"x":225,"y":85,"width":733,"height":13}},{"id":"8011870b-c02f-4f18-b9e4-f5bb852eb91e","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":39,"box":{"x":89,"y":101,"width":872,"height":12}},{"id":"14d3bfc0-ca46-496d-8f54-4f8026ab5a33","block_type":"box","text":"and voluntary liquidation. In addition, transactions between Real Estate Companies and their affiliates may be subject to","page_number":39,"box":{"x":89,"y":116,"width":838,"height":12}},{"id":"7092bf6c-03b4-4f85-ba42-2b36038e7616","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":39,"box":{"x":89,"y":131,"width":875,"height":12}},{"id":"203113fc-d575-4ea4-9727-b8c20f8d5fc7","block_type":"box","text":"joint venture investments in certain of its properties, and, consequently, its ability to control decisions relating to such","page_number":39,"box":{"x":88,"y":146,"width":822,"height":12}},{"id":"a8a51729-a6ab-46b8-8a45-53d050737a8a","block_type":"box","text":"properties may be limited.","page_number":39,"box":{"x":89,"y":161,"width":181,"height":12}},{"id":"48e29f11-fbf9-44ea-9e88-2da6ded3f368","block_type":"box","text":"Property Risk.","page_number":39,"box":{"x":88,"y":188,"width":94,"height":12}},{"id":"d9d7196f-edd4-4375-a179-3ecee1cc00fa","block_type":"box","text":"Real Estate Companies may be subject to risks relating to functional obsolescence or reduced desirability of","page_number":39,"box":{"x":189,"y":188,"width":752,"height":12}},{"id":"64b16ca3-112f-410d-9eb6-4001648b6959","block_type":"box","text":"properties; extended vacancies due to economic conditions and tenant bankruptcies; catastrophic events such as","page_number":39,"box":{"x":89,"y":203,"width":794,"height":12}},{"id":"503c9c6c-d3d5-4b20-8cf7-bacd6b7b5fe6","block_type":"box","text":"earthquakes, hurricanes and terrorist acts; and casualty or condemnation losses. Real estate income and values also may be","page_number":39,"box":{"x":89,"y":218,"width":867,"height":12}},{"id":"aa21ca2a-fa7b-4e74-ae0d-9e9da327e2f5","block_type":"box","text":"greatly affected by demographic trends, such as population shifts or changes in consumer preferences and values, or","page_number":39,"box":{"x":89,"y":233,"width":819,"height":12}},{"id":"4fbfad36-2a14-4455-9ede-1268fd31fc51","block_type":"box","text":"increasing vacancies or declining rents resulting from legal, cultural, technological, global or local economic developments.","page_number":39,"box":{"x":89,"y":248,"width":860,"height":12}},{"id":"821333a0-fb4b-4575-a334-e197cb9ad7da","block_type":"box","text":"Regulatory Risk.","page_number":39,"box":{"x":88,"y":274,"width":110,"height":13}},{"id":"a3a999fa-86ea-4ae5-92a6-bbbf8e1f12a8","block_type":"box","text":"Real estate income and values may be adversely affected by such factors as applicable domestic and foreign","page_number":39,"box":{"x":205,"y":274,"width":754,"height":13}},{"id":"2c9eea0d-c8d6-4018-821d-e05e2648c68b","block_type":"box","text":"laws (including tax laws). Government actions, such as tax increases, zoning law changes, mandated closures or other","page_number":39,"box":{"x":89,"y":290,"width":828,"height":12}},{"id":"004ae88b-da76-4644-9c19-a85dcf230b0a","block_type":"box","text":"commercial restrictions or environmental regulations, also may have a major impact on real estate income and values. In","page_number":39,"box":{"x":89,"y":305,"width":843,"height":12}},{"id":"55d5b3f6-4fea-427e-adc8-b9e164999841","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":39,"box":{"x":89,"y":320,"width":854,"height":12}},{"id":"f2ec4148-911e-41dd-8453-9c99cd3ff171","block_type":"box","text":"Real Estate Companies to liquidate or restructure otherwise attractive investments. Some countries may not recognize REITs","page_number":39,"box":{"x":89,"y":335,"width":867,"height":12}},{"id":"d8a34113-73de-49b2-8dbe-51397e307b3e","block_type":"box","text":"or comparable structures as a viable form of real estate funds.","page_number":39,"box":{"x":89,"y":350,"width":432,"height":12}},{"id":"a3e2e044-9ae3-4c0f-9be7-f7a085cac4e9","block_type":"box","text":"Underlying Investment Risk.","page_number":39,"box":{"x":89,"y":376,"width":192,"height":13}},{"id":"0514e57d-8506-4ca9-8d87-f738b2744938","block_type":"box","text":"Real Estate Companies make investments in a variety of debt and equity instruments with","page_number":39,"box":{"x":287,"y":376,"width":626,"height":13}},{"id":"c7f717dc-9fe2-4b4f-a545-07124923008f","block_type":"box","text":"varying risk profiles. For instance, Real Estate Companies may invest in debt instruments secured by commercial property","page_number":39,"box":{"x":88,"y":392,"width":849,"height":12}},{"id":"95e70bf9-0e4e-4161-a3fe-7c1ca85a1e86","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":39,"box":{"x":88,"y":407,"width":877,"height":12}},{"id":"b2227b07-5ef5-4a62-927f-671a2ed83081","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":39,"box":{"x":88,"y":422,"width":877,"height":12}},{"id":"804a9c3f-7835-4e38-96c7-06d0bc15f70a","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":39,"box":{"x":89,"y":437,"width":871,"height":12}},{"id":"ad18bb19-011c-44f0-8eaf-a08ffcfcf90d","block_type":"box","text":"that involve privately negotiated structures. Subordinated debt investments, such as B-Notes and mezzanine loans, involve a","page_number":39,"box":{"x":88,"y":452,"width":868,"height":12}},{"id":"36c585ce-b266-4543-b393-f4f5731ae26b","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":39,"box":{"x":89,"y":467,"width":867,"height":13}},{"id":"15f6bc8e-1054-4dc4-a664-a4708085b099","block_type":"box","text":"involve a greater risk of loss than conventional debt financing due to their non-collateralized nature and subordinated","page_number":39,"box":{"x":89,"y":482,"width":821,"height":13}},{"id":"b5010e1b-7bec-497d-a002-13e43ab10541","block_type":"box","text":"ranking. Investments in commercial mortgage-backed securities may also be junior in priority in the event of bankruptcy or","page_number":39,"box":{"x":89,"y":497,"width":862,"height":13}},{"id":"a9713598-6231-47d8-98b7-a5dbad27b0ea","block_type":"box","text":"similar proceedings. Investments in senior loans may be effectively subordinated if the senior loan is pledged as collateral.","page_number":39,"box":{"x":89,"y":513,"width":849,"height":12}},{"id":"a81dcc83-9cbb-49a0-8612-71ca3641671b","block_type":"box","text":"The ability of a holder of junior claims to proceed against a defaulting issuer is circumscribed by the terms of the particular","page_number":39,"box":{"x":88,"y":528,"width":859,"height":12}},{"id":"a7821b83-3084-49c7-995e-ff0a94d12f0b","block_type":"box","text":"contractual arrangement, which vary considerably from transaction to transaction.","page_number":39,"box":{"x":89,"y":543,"width":578,"height":12}},{"id":"e6ad58d9-e704-4700-b6bc-8f4877a66287","block_type":"box","text":"U.S. Tax Risk.","page_number":39,"box":{"x":89,"y":569,"width":89,"height":10}},{"id":"21d54c27-8f6b-44d6-88c5-50cc78ca9290","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":39,"box":{"x":184,"y":569,"width":739,"height":13}},{"id":"37831b1f-137b-4072-98d5-48b6d19868a4","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":39,"box":{"x":89,"y":584,"width":854,"height":13}},{"id":"5426ddeb-f0da-4e82-9a69-877dc163c18c","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":39,"box":{"x":89,"y":599,"width":871,"height":13}},{"id":"b5ad5c87-bd05-496c-af8c-711d3d2b8fa8","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":39,"box":{"x":89,"y":615,"width":811,"height":12}},{"id":"513a2392-3d56-4dcd-b31c-47eb64538048","block_type":"box","text":"successfully maintains its qualification may still become subject to U.S. federal, state and local taxes, including excise,","page_number":39,"box":{"x":89,"y":630,"width":821,"height":12}},{"id":"428fd635-6e97-4d73-b5be-8935d8f4a2de","block_type":"box","text":"penalty, franchise, payroll, mortgage recording, and transfer taxes, both directly and indirectly through its subsidiaries.","page_number":39,"box":{"x":89,"y":645,"width":825,"height":12}},{"id":"a66d2e6b-137f-4588-b0ae-45c735c534f3","block_type":"box","text":"Because REITs often do not provide complete tax information until after the calendar year-end, the Fund may at times need","page_number":39,"box":{"x":89,"y":660,"width":863,"height":12}},{"id":"eadeb287-9d5c-455e-84e8-7cc780384198","block_type":"box","text":"to request permission to extend the deadline for issuing your tax reporting statement or supplement the information","page_number":39,"box":{"x":88,"y":675,"width":817,"height":12}},{"id":"d76b82f1-ab39-40bb-9371-960270a5b13f","block_type":"box","text":"otherwise provided to you.","page_number":39,"box":{"x":89,"y":690,"width":185,"height":13}},{"id":"41a48a74-5752-4b0f-8cf1-d4e2516b7dfe","block_type":"box","text":"Risk of Investing in Technology Companies.","page_number":39,"box":{"x":89,"y":717,"width":313,"height":12}},{"id":"cce7073e-e71e-4c50-9868-dc0d03c3f36a","block_type":"box","text":"Technology companies and companies that rely heavily on technological","page_number":39,"box":{"x":411,"y":717,"width":509,"height":12}},{"id":"88a14237-a765-4f8f-a97e-8213b836dfa4","block_type":"box","text":"advances may have limited product lines, markets, financial resources and personnel. These companies may face rapid","page_number":39,"box":{"x":89,"y":732,"width":830,"height":12}},{"id":"ab5d90fa-f368-4909-8bc0-65f7650f1ccc","block_type":"box","text":"product obsolescence as well as unexpected risks and costs related to new product introduction and technological","page_number":39,"box":{"x":89,"y":747,"width":803,"height":12}},{"id":"c41879f9-354a-498b-a4d6-dd7e1d9e74e9","block_type":"box","text":"developments, such as artificial intelligence and machine learning. Technology companies may be adversely affected by","page_number":39,"box":{"x":89,"y":762,"width":837,"height":12}},{"id":"dce36dd9-80e9-4ebc-9de2-200997786675","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":39,"box":{"x":89,"y":777,"width":861,"height":12}},{"id":"d9a14f98-31e3-4eb5-8f2b-297dfe23d5b7","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":39,"box":{"x":89,"y":792,"width":815,"height":13}},{"id":"cbb645a9-dc31-4874-8473-b23c00ababa1","block_type":"box","text":"profitability. Technology companies may face increased government scrutiny and may be subject to adverse government or","page_number":39,"box":{"x":89,"y":807,"width":863,"height":13}},{"id":"be83c1c9-7f0c-4d80-8882-c57877818573","block_type":"box","text":"legal action. These companies also may be adversely affected by, among other things, actual or perceived security","page_number":39,"box":{"x":89,"y":822,"width":796,"height":13}},{"id":"a2718d49-20d4-41f4-a360-d9596424ba0e","block_type":"box","text":"vulnerabilities or other defects in their products and services, which may result in lawsuits, government enforcement actions","page_number":39,"box":{"x":88,"y":838,"width":871,"height":12}},{"id":"8b9b7235-c279-445e-b8f4-f6a0ee7a1bce","block_type":"box","text":"and other remediation costs.","page_number":39,"box":{"x":89,"y":853,"width":200,"height":9}},{"id":"68ad8f46-3cae-420e-b808-1c3e9333dd21","block_type":"box","text":"32","page_number":39,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"fb57a1de-f645-4b67-a911-bd086de879e0","block_type":"box","text":"Risk of Investing in the Telecommunications Sector.","page_number":40,"box":{"x":89,"y":44,"width":371,"height":12}},{"id":"dd38f59c-ca24-44a6-ac25-f88db39e29e9","block_type":"box","text":"The telecommunications sector of a country’s economy is often","page_number":40,"box":{"x":469,"y":44,"width":448,"height":12}},{"id":"4338e0f4-acd2-465d-9bec-f6d8e74825cd","block_type":"box","text":"subject to extensive government regulation. The costs of complying with governmental regulations, delays or failure to","page_number":40,"box":{"x":89,"y":59,"width":831,"height":12}},{"id":"da3f3b0c-044c-4bf3-a970-2886e2de82b9","block_type":"box","text":"receive required regulatory approvals, or the enactment of new regulatory requirements may negatively affect the business of","page_number":40,"box":{"x":89,"y":74,"width":878,"height":12}},{"id":"ba4def69-db16-4067-9b8b-4461178b328f","block_type":"box","text":"telecommunications companies. Government actions around the world, specifically in the area of pre-marketing clearance of","page_number":40,"box":{"x":88,"y":89,"width":877,"height":13}},{"id":"949095c9-f1ce-4e6e-a111-32f52941e25c","block_type":"box","text":"products and prices, can be arbitrary and unpredictable. Companies in the telecommunications sector may experience","page_number":40,"box":{"x":89,"y":104,"width":829,"height":13}},{"id":"cf5e1b06-785a-4c03-af49-f4dc5805e052","block_type":"box","text":"distressed cash flows due to the need to commit substantial capital to meet increasing competition, particularly in","page_number":40,"box":{"x":89,"y":119,"width":798,"height":13}},{"id":"e1120746-d786-47eb-abe7-e2f581a9f4ba","block_type":"box","text":"developing new products and services using new technology. Technological innovations may make the products and services","page_number":40,"box":{"x":89,"y":135,"width":877,"height":12}},{"id":"2265edae-bd88-4fbc-be75-95ccf3ef9c27","block_type":"box","text":"of certain telecommunications companies obsolete. Finally, while all companies may be susceptible to network security","page_number":40,"box":{"x":89,"y":150,"width":835,"height":12}},{"id":"33216171-6d8d-436b-84e9-b30a463e19ad","block_type":"box","text":"breaches, certain companies in the telecommunications sector may be particular targets of hacking and potential theft of","page_number":40,"box":{"x":89,"y":165,"width":851,"height":12}},{"id":"5d992429-ce79-457b-a16c-b0d0a19d172a","block_type":"box","text":"proprietary or consumer information or disruptions in service, which could have a material adverse effect on their businesses.","page_number":40,"box":{"x":89,"y":180,"width":877,"height":12}},{"id":"2d27102e-7568-4c69-baa4-75947b6beeff","block_type":"box","text":"Risk of Investing in the Utilities Sector.","page_number":40,"box":{"x":89,"y":206,"width":274,"height":13}},{"id":"4e3dffee-69ce-477b-ae40-35893f4a7093","block_type":"box","text":"The utilities sector may be adversely affected by changing commodity prices,","page_number":40,"box":{"x":372,"y":206,"width":539,"height":13}},{"id":"c6fca526-62b8-40c2-b6af-6bda60888f6d","block_type":"box","text":"government regulation stipulating rates charged by utilities, increased tariffs, changes in tax laws, interest rate fluctuations","page_number":40,"box":{"x":89,"y":222,"width":857,"height":12}},{"id":"06f78fc7-2d41-4c56-b12c-2a3b9c190a4b","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":40,"box":{"x":89,"y":237,"width":871,"height":12}},{"id":"b8a2262a-1341-4841-8e88-58093d6d7496","block_type":"box","text":"natural disasters and severe weather conditions, as well as regulatory and operational burdens associated with the operation","page_number":40,"box":{"x":89,"y":252,"width":872,"height":12}},{"id":"5153d3c1-41c3-4a4f-a871-12fcd56b4e6c","block_type":"box","text":"and maintenance of nuclear facilities. Government regulators monitor and control utility revenues and costs, and therefore","page_number":40,"box":{"x":89,"y":267,"width":858,"height":12}},{"id":"76545c1c-ecd0-420e-95f1-2b5bf4104892","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":40,"box":{"x":89,"y":282,"width":839,"height":12}},{"id":"a2f3ecb0-3fdf-4878-887f-5a50a59d7293","block_type":"box","text":"thereby diminishing the company’s long-term prospects.","page_number":40,"box":{"x":88,"y":297,"width":397,"height":12}},{"id":"36fe4efb-6996-4692-9659-37eea50c9bfd","block_type":"box","text":"There are substantial differences among the regulatory practices and policies of various jurisdictions, and any regulatory","page_number":40,"box":{"x":88,"y":324,"width":842,"height":12}},{"id":"acbabccc-c894-4189-a27a-bea198281b45","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":40,"box":{"x":89,"y":339,"width":878,"height":12}},{"id":"8e771461-629f-40b3-8f09-5f3c25aafeeb","block_type":"box","text":"grant rate increases. Additionally, existing and possible future regulatory legislation may make it even more difficult for","page_number":40,"box":{"x":89,"y":354,"width":829,"height":12}},{"id":"8dc1a5a4-1cf4-4952-b140-72e6be3e3a1f","block_type":"box","text":"utilities to obtain adequate relief. Certain of the issuers of securities held in a Fund’s portfolio may own or operate nuclear","page_number":40,"box":{"x":89,"y":369,"width":850,"height":12}},{"id":"48da87d0-ace1-4858-bb70-f732ea988966","block_type":"box","text":"generating facilities. Governmental authorities may from time to time review existing policies and impose additional","page_number":40,"box":{"x":89,"y":384,"width":809,"height":12}},{"id":"2a201bd6-92b6-4686-bb26-7b997fc88ef6","block_type":"box","text":"requirements governing the licensing, construction and operation of nuclear power plants. Prolonged changes in climate","page_number":40,"box":{"x":89,"y":399,"width":845,"height":13}},{"id":"7eec480e-8368-4c12-b923-ca6741a789b7","block_type":"box","text":"conditions can also have a significant impact on both the revenues of an electric and gas utility as well as the expenses of a","page_number":40,"box":{"x":89,"y":414,"width":861,"height":13}},{"id":"c23d1ef6-1077-4562-b4d6-4d1064f1a0b8","block_type":"box","text":"utility, particularly a hydro-based electric utility.","page_number":40,"box":{"x":89,"y":429,"width":328,"height":13}},{"id":"c5092eb6-0482-43c4-ac32-8b0a17512b94","block_type":"box","text":"The rates that traditional regulated utility companies may charge their customers generally are subject to review and","page_number":40,"box":{"x":88,"y":456,"width":817,"height":12}},{"id":"c8309b33-55c2-45a2-8462-286b902a0b72","block_type":"box","text":"limitation by governmental regulatory commissions. Rate changes may occur only after a prolonged approval period or may","page_number":40,"box":{"x":89,"y":471,"width":868,"height":12}},{"id":"ee120e3d-770a-471c-8cf3-88970e446b14","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":40,"box":{"x":89,"y":486,"width":832,"height":12}},{"id":"3f685f0e-8af1-49ef-b48c-1cece5f03f77","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":40,"box":{"x":89,"y":501,"width":860,"height":13}},{"id":"7766c519-8844-4f9c-88d5-4928b2e1c554","block_type":"box","text":"Certain utility companies have experienced full or partial deregulation in recent years. These utility companies are frequently","page_number":40,"box":{"x":89,"y":516,"width":868,"height":13}},{"id":"7cc0cd44-0be5-47ea-902f-38272380da84","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":40,"box":{"x":89,"y":531,"width":876,"height":13}},{"id":"bdd6904c-21d2-4135-ba9c-178e33245d65","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":40,"box":{"x":89,"y":547,"width":869,"height":12}},{"id":"75444839-8e56-41d1-98a9-773ac2c44be8","block_type":"box","text":"be forced to defend their core business and may be less profitable. Deregulation may also permit a utility company to expand","page_number":40,"box":{"x":89,"y":562,"width":874,"height":12}},{"id":"e7328924-3ce6-498c-aadd-ff60c1236e7b","block_type":"box","text":"outside of its traditional lines of business and engage in riskier ventures.","page_number":40,"box":{"x":89,"y":577,"width":503,"height":12}},{"id":"8594b8fb-cbc0-4bfb-9f07-4ea260700693","block_type":"box","text":"Proxy Voting Policies","page_number":40,"box":{"x":91,"y":607,"width":343,"height":30}},{"id":"49d45bd6-f4ff-4790-b2b4-1af81d78d8cf","block_type":"box","text":"The Board has delegated the voting of proxies for each Fund’s securities to BFA pursuant to (i) the Open-End Active and","page_number":40,"box":{"x":88,"y":649,"width":840,"height":12}},{"id":"3648736a-7450-4cd7-b6b0-a2809f2552b3","block_type":"box","text":"Fixed Income Index Fund Proxy Voting Policy (the “Active Fund Proxy Voting Policy”), with respect to certain Funds, and (ii)","page_number":40,"box":{"x":89,"y":664,"width":859,"height":12}},{"id":"3bc079ca-cc60-4c26-b6f4-8141d23607ba","block_type":"box","text":"the Index Equity Fund Proxy Voting Policy, with respect to certain other Funds, as applicable. Please refer to the table below,","page_number":40,"box":{"x":88,"y":679,"width":864,"height":12}},{"id":"d993acfb-baac-4598-8cd5-2b7883dc1b50","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":40,"box":{"x":88,"y":694,"width":879,"height":12}},{"id":"4349fca2-a451-4ae8-adde-e8a39f7bb3c9","block_type":"box","text":"of that Fund’s SAI and should not be relied on by investors in that Fund. Only information that is clearly identified as","page_number":40,"box":{"x":89,"y":709,"width":810,"height":12}},{"id":"2ddfa5a4-baf3-4259-9d21-f79d68ad1b54","block_type":"box","text":"applicable to a Fund is considered to form a part of that Fund’s SAI.","page_number":40,"box":{"x":89,"y":724,"width":471,"height":13}},{"id":"61a0eb7c-57bf-4d41-ad78-12d89116414d","block_type":"box","text":"With respect to Funds covered by the Active Fund Proxy Voting Policy, BFA has adopted the BlackRock Active Investment","page_number":40,"box":{"x":88,"y":751,"width":844,"height":12}},{"id":"ee166c28-64e6-4b89-8870-74914e3dca4c","block_type":"box","text":"Stewardship - Global Engagement and Voting Guidelines (the “BAIS Guidelines”). 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The Board reviews","page_number":42,"box":{"x":88,"y":388,"width":873,"height":12}},{"id":"97888f02-bfeb-4220-b2d9-98c82b69b8e7","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":42,"box":{"x":88,"y":403,"width":635,"height":12}},{"id":"a834fd2d-ebd8-4e88-8f21-0e775fee086c","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":42,"box":{"x":90,"y":434,"width":822,"height":29}},{"id":"0a0280e6-6271-49dc-92c2-415acebb09da","block_type":"box","text":"Indexes","page_number":42,"box":{"x":91,"y":464,"width":125,"height":23}},{"id":"0bca54b6-f220-4f62-8405-56f2817f6b30","block_type":"box","text":"Descriptions of the Underlying Indexes are provided below.","page_number":42,"box":{"x":89,"y":505,"width":410,"height":12}},{"id":"30fdfac0-4049-422e-84ac-79bdb2e9bea0","block_type":"box","text":"With respect to certain underlying indexes of the iShares funds, BFA or its affiliates have held discussions with the applicable","page_number":42,"box":{"x":88,"y":531,"width":870,"height":13}},{"id":"6ea394d8-c369-4418-8914-69c445af58d8","block_type":"box","text":"index provider regarding their business interest in licensing an index to track a particular market segment and conveyed","page_number":42,"box":{"x":89,"y":547,"width":837,"height":12}},{"id":"d7554d9b-f905-4da3-aff0-ae87dffc5504","block_type":"box","text":"investment concepts and strategies that could be considered for the index. The index provider designed and constituted such","page_number":42,"box":{"x":89,"y":562,"width":878,"height":12}},{"id":"e75205b3-cfb7-4f7f-ba22-3f468ac590d8","block_type":"box","text":"indices using concepts conveyed by BFA or its affiliates. For certain of these indices, the relevant fund may be the first or sole","page_number":42,"box":{"x":89,"y":577,"width":871,"height":12}},{"id":"daba06de-b320-445b-b88d-a0fd7fe1fb21","block_type":"box","text":"user of the underlying index. In its sole discretion, the index provider determines the composition of the securities and other","page_number":42,"box":{"x":89,"y":592,"width":868,"height":12}},{"id":"4fe5e1cf-6cd5-42cf-ba65-87b4212769d4","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":42,"box":{"x":89,"y":607,"width":857,"height":12}},{"id":"05f834a4-9f50-4f49-8daa-d71f4248ed12","block_type":"box","text":"other instruments in the underlying index, and any updates to the methodology. From time to time, BFA or its affiliates may","page_number":42,"box":{"x":89,"y":622,"width":863,"height":12}},{"id":"faadbb65-8c7f-48db-a08c-95beade24b72","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":42,"box":{"x":89,"y":637,"width":828,"height":13}},{"id":"edcd226e-c679-4f6c-9ef3-3a9fbdc1b274","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":42,"box":{"x":89,"y":652,"width":583,"height":13}},{"id":"1a1f57cf-1ab0-418f-8b76-17769c5b9da7","block_type":"box","text":"The Dow Jones Indexes","page_number":42,"box":{"x":88,"y":683,"width":391,"height":27}},{"id":"d1abe48a-e71b-4fe5-b569-78b7c3efa887","block_type":"box","text":"Dow Jones EPAC Select Dividend Index","page_number":42,"box":{"x":89,"y":724,"width":278,"height":11}},{"id":"c867f4da-c5a4-4f16-bd1b-bae92adcbd4f","block_type":"box","text":"Number of Components: approximately 98","page_number":42,"box":{"x":89,"y":743,"width":308,"height":12}},{"id":"f91ac4f9-776d-448a-a6df-79c5465e3a55","block_type":"box","text":"Index Description.","page_number":42,"box":{"x":89,"y":766,"width":131,"height":12}},{"id":"552383d2-6ca6-4adc-a475-ceae281a78f2","block_type":"box","text":"The Dow Jones EPAC Select Dividend Index is an indicated annual dividend (“IAD”) yield-driven weighted","page_number":42,"box":{"x":225,"y":766,"width":734,"height":12}},{"id":"e9c607e5-55de-4143-97ff-89568a09dd59","block_type":"box","text":"index that aims to measure the performance of 100 high dividend paying stocks in the EPAC (Europe, Pacific, Asia, and","page_number":42,"box":{"x":89,"y":781,"width":829,"height":12}},{"id":"ccd52812-22c5-45ea-821b-aa17397dc9b8","block_type":"box","text":"Canada) region, which covers developed markets excluding the U.S. The Underlying Index is composed of approximately 100","page_number":42,"box":{"x":89,"y":796,"width":874,"height":12}},{"id":"6845dbbe-e548-40a9-bf40-ea492dc8d093","block_type":"box","text":"companies that pass the criteria as outlined below. The Underlying Index is denominated in U.S. dollars.","page_number":42,"box":{"x":89,"y":811,"width":723,"height":12}},{"id":"02e372d2-1bcf-4e60-9aef-414d145ae656","block_type":"box","text":"Component Selection Criteria.","page_number":42,"box":{"x":89,"y":838,"width":216,"height":12}},{"id":"fcb5074f-bb42-4bcf-8ea6-40a78fbe3d1f","block_type":"box","text":"Securities of companies domiciled in Australia, Austria, Belgium, Canada, Denmark, Finland,","page_number":42,"box":{"x":310,"y":838,"width":644,"height":12}},{"id":"3e44cdc3-10fe-4ac1-bb6a-897d3b8e0ddc","block_type":"box","text":"France, Germany, Hong Kong, Italy, the Netherlands, New Zealand, Norway, South Korea, Spain, Sweden, Switzerland and the","page_number":42,"box":{"x":89,"y":853,"width":869,"height":12}},{"id":"203b4f4b-05b0-42b4-93b6-c91cac9edfe1","block_type":"box","text":"35","page_number":42,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"71a9290d-d488-404a-99ca-ac88c379e3fb","block_type":"box","text":"U.K., as of April 30, 2026, are considered for inclusion in the Underlying Index, with the following general rules and","page_number":43,"box":{"x":89,"y":44,"width":798,"height":12}},{"id":"47f19474-5046-4729-8b97-37ba3bcf3a5f","block_type":"box","text":"exceptions. Fixed-dividend shares, investment trusts, unit trusts, limited liability companies (LLCs), business development","page_number":43,"box":{"x":89,"y":59,"width":851,"height":12}},{"id":"30e7bac0-71f4-4b9b-b2d7-b82ad7780f81","block_type":"box","text":"companies (BDCs), special purpose acquisition companies (SPACs), ETFs, ETNs, closed-end funds, mutual fund shares,","page_number":43,"box":{"x":89,"y":74,"width":831,"height":12}},{"id":"288fe1c2-5fb1-4c74-8f2b-2d8aee266efb","block_type":"box","text":"convertible bonds, equity warrants, limited partnerships (LPs), master limited partnerships (MLPs), preferred stock that","page_number":43,"box":{"x":89,"y":89,"width":833,"height":13}},{"id":"95798388-50a9-46f4-b5d3-462352055bc9","block_type":"box","text":"provides a guaranteed fix return and convertible preferred stock are not eligible for inclusion in the indexes.","page_number":43,"box":{"x":89,"y":104,"width":748,"height":13}},{"id":"7cb3f718-4536-43ee-959b-ac62ea98a9cb","block_type":"box","text":"Index Methodology.","page_number":43,"box":{"x":89,"y":131,"width":143,"height":12}},{"id":"a77c60a6-9c11-47b6-bbca-544bcdf49489","block_type":"box","text":"The starting universe for the Underlying Index is the S&P EPAC BMI and the S&P Canada BMI indexes,","page_number":43,"box":{"x":237,"y":131,"width":708,"height":12}},{"id":"1a3d95a3-c7b8-4739-a2a6-e85b16cef5ee","block_type":"box","text":"excluding real estate investment trusts. The eligibility criteria for the Underlying Index are as follows:","page_number":43,"box":{"x":89,"y":146,"width":700,"height":12}},{"id":"71f1d988-478d-4998-9b2a-a3d075646bff","block_type":"box","text":"(i) the company must have paid dividends in each of the previous three years;","page_number":43,"box":{"x":89,"y":172,"width":561,"height":13}},{"id":"b05a4936-56bd-4caa-9fab-64c746f07c7e","block_type":"box","text":"(ii) the company’s current year trailing 12-month dividend-per-share ratio must be greater than or equal to its three-year","page_number":43,"box":{"x":89,"y":199,"width":860,"height":12}},{"id":"f9aa7555-77c7-4bad-bd49-cecc94002e1b","block_type":"box","text":"average annual dividend-per-share ratio;","page_number":43,"box":{"x":128,"y":214,"width":283,"height":12}},{"id":"b3a063db-4a39-4475-b9d2-69c203f155df","block_type":"box","text":"(iii) the company’s five-year average dividend coverage ratio must be greater than or equal to two-thirds of the five-year","page_number":43,"box":{"x":89,"y":240,"width":851,"height":13}},{"id":"d8371694-fba7-461c-9685-b0606e0816a3","block_type":"box","text":"average dividend coverage ratio of the corresponding S&P BMI country index, or greater than 118%, whichever is","page_number":43,"box":{"x":128,"y":256,"width":790,"height":12}},{"id":"032df6b0-3e85-4c14-9153-132ff6a422a7","block_type":"box","text":"greater. If a company does not have five years of listing history, only available dividend amounts are considered in the","page_number":43,"box":{"x":128,"y":271,"width":818,"height":12}},{"id":"e3484efb-62b9-4b1c-a9b4-680238491e31","block_type":"box","text":"ratio calculation. If the company has been listed for at least five years but did not pay a dividend for one of the past five","page_number":43,"box":{"x":128,"y":286,"width":830,"height":12}},{"id":"141474a0-25f9-4684-9651-67b15dbd6dc9","block_type":"box","text":"years, a dividend of zero (0) will be included in the ratio calculation;","page_number":43,"box":{"x":127,"y":301,"width":471,"height":12}},{"id":"55a43b3f-0ad6-4617-9e18-1e7db04262b5","block_type":"box","text":"(iv) the company’s securities must have a three-month average daily trading value of at least $3 million;","page_number":43,"box":{"x":89,"y":327,"width":736,"height":13}},{"id":"b34085d3-ec46-4440-8c20-c008baf95de4","block_type":"box","text":"(v) the company’s securities must have a non-negative trailing 12-month earnings per share; and","page_number":43,"box":{"x":89,"y":354,"width":694,"height":12}},{"id":"f7a2446e-2c26-4a08-9d98-cc7f0e5b6da1","block_type":"box","text":"(vi) the company’s securities must have a float-adjusted market capitalization of at least $1 billion ($750 million for current","page_number":43,"box":{"x":89,"y":380,"width":871,"height":13}},{"id":"712d3048-4ed2-40e1-a2c8-343454c82c4a","block_type":"box","text":"constituents).","page_number":43,"box":{"x":128,"y":395,"width":96,"height":13}},{"id":"dd3693cb-1f19-4618-9a18-bd8462d47f84","block_type":"box","text":"Current index constituents are included in the index universe regardless of whether they meet criteria (ii)-(v) above.","page_number":43,"box":{"x":89,"y":422,"width":808,"height":12}},{"id":"1dec8faa-73e1-4707-91d8-d9cc6e59b41b","block_type":"box","text":"To select the 100 constituents, the Index Provider ranks the eligible securities by IAD yield and first includes all existing","page_number":43,"box":{"x":88,"y":448,"width":829,"height":13}},{"id":"561f9b80-c431-456d-a91f-d156b4c15df7","block_type":"box","text":"constituents that are ranked in the top 200 and then selects non-constituent stocks in rank order until the count reaches 100.","page_number":43,"box":{"x":89,"y":463,"width":878,"height":13}},{"id":"6f6cf3cb-b52b-4c89-8b70-5b444fef46ae","block_type":"box","text":"Constituent weights are determined annually based on tilted IAD yield, which is calculated by multiplying the constituent’s","page_number":43,"box":{"x":89,"y":490,"width":857,"height":12}},{"id":"ea233bc8-8f0e-4937-9e94-f09c758cf50a","block_type":"box","text":"IAD yield (capped at 20%) by the square root of its float market capitalization. The weight of individual securities is capped at","page_number":43,"box":{"x":89,"y":505,"width":877,"height":12}},{"id":"7e996e21-ee6e-4665-8eb9-73e132a2eafc","block_type":"box","text":"the lower of 10% or five times the constituent’s float market capitalization weight within the Underlying Index, using the","page_number":43,"box":{"x":88,"y":520,"width":842,"height":12}},{"id":"9ac1a99e-7a74-45d6-a997-29e96b39ac60","block_type":"box","text":"float-adjusted market capitalization as of the third Friday of February. In addition, there is a 30% cap on the aggregate weight","page_number":43,"box":{"x":88,"y":535,"width":877,"height":13}},{"id":"13c33c9d-10f9-4c26-9315-7c1432ddf7f7","block_type":"box","text":"of constituents within each Global Industry Classification Standard sector and each country of domicile.","page_number":43,"box":{"x":89,"y":550,"width":726,"height":13}},{"id":"59522613-90b6-4f05-9768-35c9e6af0855","block_type":"box","text":"The Underlying Index is reviewed daily based on each constituent’s weight. Daily capping is performed if the aggregate","page_number":43,"box":{"x":88,"y":577,"width":833,"height":12}},{"id":"4abc36e8-878e-4dfe-b0e8-d785bf1ec680","block_type":"box","text":"weight of constituents with an individual weight greater than 4.8% exceeds 24% of the Underlying Index’s total weight. If","page_number":43,"box":{"x":88,"y":592,"width":852,"height":12}},{"id":"2502f111-9a84-4368-af99-d9bb38fc78cb","block_type":"box","text":"that threshold is breached, the current constituent weights are recapped, with the weights of individual constituents capped","page_number":43,"box":{"x":88,"y":607,"width":870,"height":12}},{"id":"a774d9ee-9639-4e33-a205-3b8c816fec1e","block_type":"box","text":"at 10% and the aggregate weight of constituents with an individual weight greater than 4.5% capped at 22.5% of the","page_number":43,"box":{"x":89,"y":622,"width":823,"height":12}},{"id":"2de0ff85-694d-4498-a86c-36c46678407c","block_type":"box","text":"Underlying Index’s total weight. IAD yields and tilted yield weights are not recalculated if the capping thresholds are breached","page_number":43,"box":{"x":89,"y":637,"width":878,"height":13}},{"id":"2d4114ca-066e-4e75-93e5-bb6356859df2","block_type":"box","text":"throughout the year. When daily capping is necessary, the changes are announced after the close of the business day on","page_number":43,"box":{"x":88,"y":652,"width":842,"height":13}},{"id":"4276c716-8aff-4353-800e-ebd4e8a5b30d","block_type":"box","text":"which the daily weight caps are exceeded, with the reference date after the close of that same business day, and the effective","page_number":43,"box":{"x":88,"y":668,"width":874,"height":12}},{"id":"b9bffc45-5e03-4156-a4f4-a26c17244e36","block_type":"box","text":"date of the changes is two business days later.","page_number":43,"box":{"x":89,"y":683,"width":323,"height":12}},{"id":"99770eec-eab6-44f2-ace6-f162febbf63a","block_type":"box","text":"A freeze period on the daily capping is implemented during the annual index reconstitution. The freeze period begins after","page_number":43,"box":{"x":88,"y":709,"width":855,"height":12}},{"id":"71b7bffe-8687-4e19-aa56-c57baa731627","block_type":"box","text":"the market close on the Wednesday prior to the second Friday of March and ends after the market close on the Monday","page_number":43,"box":{"x":88,"y":724,"width":840,"height":13}},{"id":"0b957112-15f9-4ae5-97d8-2cf4011787e5","block_type":"box","text":"following the third Friday of March.","page_number":43,"box":{"x":88,"y":739,"width":246,"height":13}},{"id":"985fea23-6ae0-49ad-b50c-124a17da15ab","block_type":"box","text":"Index Maintenance and Issue Changes.","page_number":43,"box":{"x":89,"y":766,"width":282,"height":12}},{"id":"7b834de5-74a7-49c1-be37-9032bba1c964","block_type":"box","text":"The Underlying Index is reconstituted annually. Annual reviews take place after the","page_number":43,"box":{"x":376,"y":766,"width":579,"height":12}},{"id":"3b30f22c-2d7e-41ff-b082-af73fd21c1a6","block_type":"box","text":"close of trading of all markets on the third Friday in March. Constituent stocks removed from the Underlying Index as a result","page_number":43,"box":{"x":89,"y":781,"width":875,"height":12}},{"id":"35f64118-c8d6-4dcd-ab72-6eca82d05579","block_type":"box","text":"of ongoing maintenance are replaced only at the subsequent reconstitution. The only additions between annual","page_number":43,"box":{"x":89,"y":796,"width":782,"height":12}},{"id":"6c2e47f0-ae18-4100-82e0-1c58882689b9","block_type":"box","text":"reconstitution are spin-offs.","page_number":43,"box":{"x":89,"y":811,"width":192,"height":12}},{"id":"9c71eda9-f8b7-4c8a-8958-e80ae42ad7ac","block_type":"box","text":"Maintaining the Underlying Index includes monitoring and completing the adjustments for additions and deletions to the","page_number":43,"box":{"x":89,"y":838,"width":848,"height":12}},{"id":"2c00bb6e-5ab2-4af2-96d7-0b874427810e","block_type":"box","text":"Underlying Index, share changes, stock splits, stock dividends, and stock price adjustments due to restructuring and spinoffs.","page_number":43,"box":{"x":89,"y":853,"width":876,"height":12}},{"id":"3150334c-4cc3-49b6-935e-66e5744e023b","block_type":"box","text":"36","page_number":43,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"118212f2-c1b2-4768-8c14-14bd61d3ff91","block_type":"box","text":"A component stock is removed from the Underlying Index, independent of the annual review, if it is affected by a corporate","page_number":44,"box":{"x":88,"y":44,"width":860,"height":12}},{"id":"8f0c6939-ebdb-4d5c-a01f-9839c70d248c","block_type":"box","text":"action such as a delisting or bankruptcy. In addition, component stocks are reviewed on a monthly basis and may be","page_number":44,"box":{"x":89,"y":59,"width":815,"height":12}},{"id":"216d9828-2e77-46ac-866a-2297365ffbb1","block_type":"box","text":"removed if a company announces that it will cease paying dividends for an undetermined period or a company announces a","page_number":44,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"b253b486-68a2-4a8e-ad8a-e5555c8b73e0","block_type":"box","text":"reduced dividend.","page_number":44,"box":{"x":89,"y":89,"width":123,"height":10}},{"id":"678f7ac5-8cb6-49d4-8019-9bfbf7620e4f","block_type":"box","text":"Index Availability","page_number":44,"box":{"x":89,"y":116,"width":123,"height":12}},{"id":"f6366890-6830-4157-bb76-7145a878ec0b","block_type":"box","text":". The Underlying Index is calculated continuously and is available from major data vendors. The Underlying","page_number":44,"box":{"x":213,"y":116,"width":747,"height":12}},{"id":"c5f2ee4b-8595-43d1-b8bd-3f7d7f4d2073","block_type":"box","text":"Index is calculated in real-time and published every five seconds. It is distributed via the Chicago Mercantile Exchange and","page_number":44,"box":{"x":89,"y":131,"width":854,"height":12}},{"id":"1c69f530-2919-41ba-836c-14e032fb8413","block_type":"box","text":"made available to international data vendors. Daily values can be found at the S&P Dow Jones Indices website.","page_number":44,"box":{"x":89,"y":146,"width":769,"height":12}},{"id":"ae6d9456-3cda-431d-9cd3-55a99798a925","block_type":"box","text":"Exchange Rates and Pricing.","page_number":44,"box":{"x":89,"y":172,"width":203,"height":13}},{"id":"4d9bc16a-6e05-4bc7-8944-82c0377c87c5","block_type":"box","text":"Real-time spot Forex rates, as supplied by Refinitiv, are used in the calculation of the Underlying","page_number":44,"box":{"x":298,"y":172,"width":665,"height":13}},{"id":"11ab472b-bee5-4d45-94f9-09575316b14c","block_type":"box","text":"Index. WM/Refinitiv foreign exchange rates taken daily at 4:00 PM London Time are used in the end-of-day calculation of the","page_number":44,"box":{"x":89,"y":188,"width":876,"height":12}},{"id":"761346f0-83eb-4183-a4b1-5e3c2d8f7270","block_type":"box","text":"Underlying Index. 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Any constituent changes resulting from","page_number":44,"box":{"x":89,"y":807,"width":871,"height":13}},{"id":"c7e85c3f-16fb-4ba0-b78f-9db1ba77f961","block_type":"box","text":"the quarterly review are implemented after the close of business on the third Friday (","page_number":44,"box":{"x":88,"y":822,"width":593,"height":13}},{"id":"43f7fbe9-8a96-477b-adda-17db94d8c01e","block_type":"box","text":"i.e","page_number":44,"box":{"x":682,"y":823,"width":15,"height":9}},{"id":"7df684a3-1594-474e-873b-e70d187aee3c","block_type":"box","text":"., effective Monday) of March, June,","page_number":44,"box":{"x":698,"y":822,"width":247,"height":13}},{"id":"f05e1edf-cdc6-4a60-aa64-904e31c784a6","block_type":"box","text":"September and December. 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Existing constituents with at least 65% but less than 75% of EBITDA from real estate activities have an additional","page_number":45,"box":{"x":89,"y":131,"width":858,"height":12}},{"id":"d26b9a52-3d2b-476a-9b66-bd4e3a943aa5","block_type":"box","text":"year to meet the 75% threshold. 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The FTSE EPRA Nareit Indexes are calculated every weekday when one or more of the","page_number":45,"box":{"x":88,"y":301,"width":840,"height":12}},{"id":"22e828f5-2b64-4a24-b0bd-656ef79ec890","block_type":"box","text":"constituent stock markets are open for trading.","page_number":45,"box":{"x":89,"y":316,"width":329,"height":12}},{"id":"4c4dc191-7417-4d6b-adc5-9b13462f3b5d","block_type":"box","text":"FTSE EPRA Nareit Developed Green Target Index","page_number":45,"box":{"x":89,"y":342,"width":348,"height":13}},{"id":"ac1298af-7b11-4696-90e4-7f01fad8841f","block_type":"box","text":"Number of Components: approximately 343","page_number":45,"box":{"x":89,"y":361,"width":317,"height":13}},{"id":"764d7b0c-502e-4d77-a19e-09ae08f85f87","block_type":"box","text":"Index Description.","page_number":45,"box":{"x":89,"y":384,"width":131,"height":12}},{"id":"892e12ac-84d5-40f6-93b0-8acbe167ec3b","block_type":"box","text":"The FTSE EPRA Nareit Developed Green Target Index is an equity index designed to reflect the","page_number":45,"box":{"x":225,"y":384,"width":657,"height":12}},{"id":"a3e27a23-7986-4284-a739-eefb584136c7","block_type":"box","text":"performance of securities from the FTSE EPRA Nareit Developed Index (the “Parent Index”) that are weighted to target","page_number":45,"box":{"x":89,"y":399,"width":829,"height":13}},{"id":"01b34d77-49b6-4372-a898-37635ab6df64","block_type":"box","text":"improved sustainability-related metrics relative to the Parent Index, subject to certain constraints. 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or","page_number":45,"box":{"x":154,"y":521,"width":778,"height":13}},{"id":"becef793-e58e-4cfe-983d-b2f5bd4989ea","block_type":"box","text":"deriving 5% or more revenue from providing tobacco-related products or services or from the supply, distribution","page_number":45,"box":{"x":154,"y":536,"width":793,"height":13}},{"id":"ee4ae2e4-19b0-4b0f-b652-83e8e5751c81","block_type":"box","text":"and/or retail sale of tobacco products.","page_number":45,"box":{"x":154,"y":552,"width":268,"height":12}},{"id":"26e0848f-661a-426f-8dee-10222bb64fb0","block_type":"box","text":"• Producing and selling assault weapons, other firearms or key components of any such weapons to civilian","page_number":45,"box":{"x":121,"y":572,"width":774,"height":12}},{"id":"35aae088-7563-4094-94ec-8436fe1b6877","block_type":"box","text":"customers; or deriving 5% or more revenue from the distribution and/or retail sale of assault weapons or other","page_number":45,"box":{"x":154,"y":587,"width":778,"height":12}},{"id":"86b0f83d-1d89-4ef7-af53-e15acead3e93","block_type":"box","text":"firearms.","page_number":45,"box":{"x":153,"y":602,"width":61,"height":10}},{"id":"6e648369-e35f-4779-8654-e360a06c8827","block_type":"box","text":"• Producing the core weapon system of chemical or biological weapons, cluster munitions, anti-personnel mines,","page_number":45,"box":{"x":121,"y":622,"width":814,"height":12}},{"id":"ecd76f26-9d19-434c-93f2-a5b9dea46629","block_type":"box","text":"nuclear weapons, depleted uranium weapons or white phosphorus weapons (collectively, “controversial weapons”);","page_number":45,"box":{"x":154,"y":637,"width":811,"height":13}},{"id":"c7d73436-b38f-43f5-bb84-e7d21772ac6b","block_type":"box","text":"providing components or services for the core weapon system of controversial weapons, even if not essential for","page_number":45,"box":{"x":154,"y":652,"width":787,"height":13}},{"id":"2d6d1a81-deb1-4e82-b3dd-71af7c9ee6cc","block_type":"box","text":"lethal use of the weapon; or having 20% or more voting rights in a company involved in such activities related to","page_number":45,"box":{"x":154,"y":668,"width":786,"height":12}},{"id":"5f2ade3b-d94b-415b-9864-1eb7a1a3b20f","block_type":"box","text":"controversial weapons.","page_number":45,"box":{"x":154,"y":683,"width":160,"height":12}},{"id":"800de9ab-5886-4c7b-bda4-299290470ae1","block_type":"box","text":"• Deriving 5% or more revenue from extracting oil sands, mining thermal coal or generating electricity from thermal","page_number":45,"box":{"x":121,"y":703,"width":832,"height":12}},{"id":"b4bdf16c-c7fd-4f58-9bfb-b9268c3ba20b","block_type":"box","text":"coal.","page_number":45,"box":{"x":154,"y":718,"width":31,"height":10}},{"id":"a9147d3f-5448-4bea-bbea-8a116320a529","block_type":"box","text":"Additionally, the Index Provider excludes companies that it determines are involved in controversies related to the ten United","page_number":45,"box":{"x":88,"y":744,"width":870,"height":13}},{"id":"5c614049-e865-4d08-8e04-5f33266d2e8e","block_type":"box","text":"Nations Global Compact (“UNGC”) principles, which are classified into four categories: human rights, labor, environment and","page_number":45,"box":{"x":89,"y":759,"width":874,"height":13}},{"id":"fb7024e7-25e1-4c89-bb95-c0b765fdf79e","block_type":"box","text":"anti-corruption.","page_number":45,"box":{"x":89,"y":776,"width":109,"height":11}},{"id":"7d1fe856-5c2d-408b-8198-32fdcba3ba9c","block_type":"box","text":"After applying the exclusion screens, the Index Provider weights the remaining securities to target, in aggregate across the","page_number":45,"box":{"x":88,"y":801,"width":857,"height":12}},{"id":"bbf32601-bc9d-4928-86ab-f067b0d380a9","block_type":"box","text":"Underlying Index, (i) a minimum of 10% green certification; (ii) a 30% increase in green certification relative to the Parent","page_number":45,"box":{"x":89,"y":816,"width":850,"height":13}},{"id":"430c3e35-e0d6-4435-ae25-2d3b61035a88","block_type":"box","text":"Index; (iii) a 10% reduction in energy usage relative to the Parent Index; and (iv) a level of carbon emission intensity that is no","page_number":45,"box":{"x":89,"y":831,"width":877,"height":13}},{"id":"5bca81bd-2c86-4617-89c1-69f82cc02c2a","block_type":"box","text":"worse than that of the Parent Index. Green certification is defined as the percentage of building area owned by an issuer that","page_number":45,"box":{"x":88,"y":846,"width":872,"height":13}},{"id":"299bb625-3ac6-49cb-b69b-d21d0a89ffb2","block_type":"box","text":"has a LEED or BREEAM certification, as confirmed by a third-party data provider.","page_number":45,"box":{"x":89,"y":862,"width":559,"height":12}},{"id":"ea67abe5-168f-46d7-b037-dc46beb69e23","block_type":"box","text":"38","page_number":45,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"94585940-b9d7-4a89-b494-ca4c017efff8","block_type":"box","text":"Energy usage is defined as the estimated energy usage, measured in kilowatt hours per square foot, of net leasable area","page_number":46,"box":{"x":89,"y":44,"width":836,"height":12}},{"id":"abe3a846-8030-4319-b095-64f0c06b98ad","block_type":"box","text":"owned by an issuer. A third-party data provider estimates energy usage based on factors including building location and size,","page_number":46,"box":{"x":89,"y":59,"width":873,"height":12}},{"id":"5351f23b-e477-4fd6-a063-35ed036fe388","block_type":"box","text":"primary property type, year built and time period of estimation.","page_number":46,"box":{"x":89,"y":74,"width":441,"height":12}},{"id":"f1010b82-e369-4ad4-a9e9-b5635847c5f9","block_type":"box","text":"The carbon emission intensity metric is calculated based on total carbon emissions, measured in metric tons of carbon","page_number":46,"box":{"x":88,"y":101,"width":833,"height":12}},{"id":"2ed6ce2b-6639-4fc0-9d13-9ad1adf84632","block_type":"box","text":"dioxide-equivalent, for the buildings owned by the issuer. A third-party data provider estimates Scope 1, 2 and 3 emissions,","page_number":46,"box":{"x":89,"y":116,"width":859,"height":12}},{"id":"326c31b3-ef2b-4c85-baf8-b36e43089b64","block_type":"box","text":"which include both landlord and tenant emissions, for each building based on the types of energy used by similar types of","page_number":46,"box":{"x":88,"y":131,"width":855,"height":12}},{"id":"e03d382e-1407-4a75-b76a-27fb80791fae","block_type":"box","text":"buildings in the geographic area. Scope 1 emissions are direct greenhouse gas (“GHG”) emissions from fuels that are used by","page_number":46,"box":{"x":89,"y":146,"width":877,"height":12}},{"id":"72bbc7cc-9bc4-441d-ac5a-8e6a16bc1d9e","block_type":"box","text":"a building on-site. Scope 2 emissions are emissions from fuels that are burned off-site to deliver energy to a building, mainly","page_number":46,"box":{"x":89,"y":161,"width":869,"height":12}},{"id":"305b81b2-82a0-465c-ae5d-afd91fc55c10","block_type":"box","text":"emissions from electricity use. Scope 3 emissions are other emissions that an issuer generates indirectly, such as emissions","page_number":46,"box":{"x":89,"y":176,"width":861,"height":13}},{"id":"ff837bb3-e195-4cb0-afc4-f74272168d7f","block_type":"box","text":"from tenants, transportation, waste generation and disposal, supply chain, and purchased products. The emissions are then","page_number":46,"box":{"x":88,"y":191,"width":867,"height":13}},{"id":"9e494922-a951-4c10-92e0-385b8602478b","block_type":"box","text":"scaled by the issuer’s enterprise value including cash (i.e., the sum of market capitalization at fiscal year-end, preferred stock,","page_number":46,"box":{"x":89,"y":206,"width":874,"height":13}},{"id":"bfae2daa-a0e7-4de6-ac00-bf9bd98d17ff","block_type":"box","text":"minority interests, total debt, and cash and cash equivalents).","page_number":46,"box":{"x":89,"y":222,"width":429,"height":12}},{"id":"34559a98-beeb-4f9d-8c8e-e56dba7dc35f","block_type":"box","text":"The Underlying Index must have a beta (a measure of volatility relative to the overall market) between 0.7 and 1.3 relative to","page_number":46,"box":{"x":88,"y":248,"width":868,"height":12}},{"id":"8d9d2677-81ed-4e64-b5ab-28bdf49b721a","block_type":"box","text":"the Parent Index, using daily returns over the past two years. In addition, the Underlying Index’s country and sector exposure","page_number":46,"box":{"x":88,"y":263,"width":873,"height":12}},{"id":"4e757574-915c-469a-ad41-645b5ff6b004","block_type":"box","text":"must be within 2% of the Parent Index weight. The minimum weight for an individual constituent is 0.005% of the","page_number":46,"box":{"x":89,"y":278,"width":801,"height":13}},{"id":"5a6cff9f-1de9-4c80-8976-23bd3d7c5d46","block_type":"box","text":"Underlying Index, and the maximum weight is the lesser of 10% of the Underlying Index or 10 times the constituent’s weight","page_number":46,"box":{"x":89,"y":293,"width":874,"height":13}},{"id":"84221f18-1828-413c-adbc-e9921677c422","block_type":"box","text":"in the Parent Index.","page_number":46,"box":{"x":89,"y":308,"width":134,"height":10}},{"id":"fe1cbf02-c287-403c-a815-576db6ae257b","block_type":"box","text":"At each index review, the sector and country constraints and the green certification and energy usage targets may be relaxed","page_number":46,"box":{"x":88,"y":335,"width":875,"height":12}},{"id":"8bad83fe-d3a5-4ab0-afea-03be0e4d504b","block_type":"box","text":"if it is infeasible to achieve all constraints and targets. The first step is to relax the country and sector constraints in 1%","page_number":46,"box":{"x":89,"y":350,"width":830,"height":12}},{"id":"4a27340b-9be0-49f7-ba1e-3f7e4b2478d9","block_type":"box","text":"increments, up to +/- 10% of the Parent Index. If there is still no solution, the green certification and energy usage targets will","page_number":46,"box":{"x":89,"y":365,"width":877,"height":12}},{"id":"5ef2561a-b6c9-4275-b8cc-6a8776560939","block_type":"box","text":"be relaxed iteratively in 2.5% increments until a solution is reached. The Underlying Index will be reviewed and reconstituted","page_number":46,"box":{"x":89,"y":380,"width":869,"height":13}},{"id":"2ebc86a6-2834-4c46-ae90-cbde447f2324","block_type":"box","text":"annually in September, with the business involvement and UNGC controversy screens applied quarterly.","page_number":46,"box":{"x":89,"y":395,"width":722,"height":13}},{"id":"8c36c323-8936-4041-a1de-d46aa928e525","block_type":"box","text":"FTSE EPRA Nareit Developed ex US Index","page_number":46,"box":{"x":89,"y":422,"width":296,"height":12}},{"id":"8def8767-937e-42af-a2de-5a1020b5303c","block_type":"box","text":"Number of Components: approximately 257","page_number":46,"box":{"x":89,"y":441,"width":318,"height":12}},{"id":"2809c3bf-32ab-4cb1-8073-de933c64450c","block_type":"box","text":"Index Description.","page_number":46,"box":{"x":89,"y":463,"width":131,"height":13}},{"id":"84c256e9-b1f0-4af3-9ceb-abce16e5eeb0","block_type":"box","text":"The FTSE EPRA Nareit Developed ex US Index is a free float-adjusted market capitalization-weighted","page_number":46,"box":{"x":225,"y":463,"width":701,"height":13}},{"id":"8a39746c-9e69-4364-8dbd-18d2b5803d26","block_type":"box","text":"index that is a subset of the FTSE EPRA Nareit Developed Index. The index measures the stock performance of companies","page_number":46,"box":{"x":89,"y":479,"width":852,"height":12}},{"id":"c8932f30-6cb4-48d0-94df-15b3c8e1eaf2","block_type":"box","text":"engaged in the ownership, trading and development of income-producing real estate in the developed real estate markets,","page_number":46,"box":{"x":89,"y":494,"width":856,"height":12}},{"id":"ef88e2bf-fb97-455f-a2f9-199873d8f5c4","block_type":"box","text":"except for the U.S., as such markets are defined above. The index includes REITs and real estate holding and development","page_number":46,"box":{"x":89,"y":509,"width":850,"height":12}},{"id":"0f234af6-c48c-44b5-a495-a2b2238ec5cc","block_type":"box","text":"companies.","page_number":46,"box":{"x":89,"y":525,"width":79,"height":11}},{"id":"7835559f-b04f-4986-a218-d457f6e7f3fb","block_type":"box","text":"FTSE EPRA Nareit Global REITs Index","page_number":46,"box":{"x":89,"y":550,"width":264,"height":10}},{"id":"b06e7e9f-98d9-4444-9d10-aac3f53c0147","block_type":"box","text":"Number of Components: approximately 326","page_number":46,"box":{"x":89,"y":569,"width":318,"height":13}},{"id":"81002f07-c7b0-4843-b513-d753d75b9443","block_type":"box","text":"Index Description.","page_number":46,"box":{"x":89,"y":592,"width":131,"height":12}},{"id":"1f7061a0-249b-4258-9c52-f4802f974ffe","block_type":"box","text":"The FTSE EPRA Nareit Global REITs Index is a free float-adjusted market capitalization-weighted index","page_number":46,"box":{"x":225,"y":592,"width":713,"height":12}},{"id":"db30199a-287f-43c0-a0dd-f428628856b2","block_type":"box","text":"that is a subset of the FTSE EPRA Nareit Global Index. The index is designed to track the performance of publicly listed REITs","page_number":46,"box":{"x":88,"y":607,"width":869,"height":12}},{"id":"b2437296-f69e-41c7-a5e0-552f015ed184","block_type":"box","text":"(or their local equivalents) in both developed and emerging markets, as those markets are defined above. Constituents must","page_number":46,"box":{"x":89,"y":622,"width":869,"height":12}},{"id":"3f7227c7-6b10-4fbf-9005-e6075a08f487","block_type":"box","text":"qualify for REIT (or its local equivalent) status in their country of domicile.","page_number":46,"box":{"x":89,"y":637,"width":515,"height":13}},{"id":"0a229578-7ed4-4e4e-b702-d8bcc73bf898","block_type":"box","text":"The S&P Indexes","page_number":46,"box":{"x":88,"y":668,"width":280,"height":23}},{"id":"b2838ae8-1823-45ad-857a-846a4a398143","block_type":"box","text":"Component Selection Criteria for Domestic Indexes.","page_number":46,"box":{"x":89,"y":709,"width":374,"height":12}},{"id":"41e04f5c-1c8c-4a4e-abdb-3e9f53e09052","block_type":"box","text":"S&P Dow Jones Indices LLC’s (“SPDJI”) various Index Committees are","page_number":46,"box":{"x":469,"y":709,"width":482,"height":12}},{"id":"74c98b10-800b-4b64-b092-cf8cdb0e9fef","block_type":"box","text":"responsible for the overall management of S&P Dow Jones Indices LLC’s indices (“S&P DJI Indices”). Issuers (","page_number":46,"box":{"x":89,"y":724,"width":758,"height":13}},{"id":"cc2c4163-267d-40b8-b7ec-aaab45cb4201","block_type":"box","text":"i.e","page_number":46,"box":{"x":848,"y":725,"width":15,"height":9}},{"id":"d01a938c-2b89-465c-836d-442566739540","block_type":"box","text":"., the","page_number":46,"box":{"x":864,"y":724,"width":33,"height":12}},{"id":"2db66016-35a7-4bdb-894b-c8515e64ba90","block_type":"box","text":"“components”) selected for the Standard & Poor’s Financial Services LLC (“S&P”) U.S. indexes represent a broad range of","page_number":46,"box":{"x":89,"y":739,"width":845,"height":13}},{"id":"bba73330-f999-4c4d-a620-dc6623968456","block_type":"box","text":"industry segments within the U.S. economy. The starting universe of publicly traded U.S. issuers classified by the Global","page_number":46,"box":{"x":89,"y":754,"width":833,"height":13}},{"id":"12d7f516-fed8-4b56-9e55-22fc2a40dab0","block_type":"box","text":"Industry Classification Standard (GICS","page_number":46,"box":{"x":89,"y":770,"width":266,"height":12}},{"id":"4abc9d29-e0a6-4792-9608-916603522780","block_type":"box","text":"®","page_number":46,"box":{"x":356,"y":768,"width":9,"height":6}},{"id":"7e484755-c5b3-45f9-992c-6a16c65430fc","block_type":"box","text":") is screened to eliminate ADRs, mutual funds, limited partnerships, royalty trusts,","page_number":46,"box":{"x":366,"y":770,"width":571,"height":12}},{"id":"f5e85dc7-6304-4941-84a4-fb77b88d9974","block_type":"box","text":"certain holding issuers, OTC bulletin board issues, pink sheet-listed issues, closed-end funds, ETFs and tracking stocks. REITs,","page_number":46,"box":{"x":89,"y":785,"width":876,"height":12}},{"id":"084f97e0-f191-4f9e-b06f-a36ad9b102f1","block_type":"box","text":"except for mortgage REITs, are eligible for inclusion in the Indexes. The stock of each constituent must trade on either the","page_number":46,"box":{"x":89,"y":800,"width":851,"height":12}},{"id":"0d209840-0245-448b-af0a-c76c9e324fef","block_type":"box","text":"New York Stock Exchange (“NYSE”), the NYSE Amex Equities or on Nasdaq. Additionally, only one share class per constituent","page_number":46,"box":{"x":89,"y":815,"width":874,"height":12}},{"id":"6d2560be-4883-450d-989d-d90f9aff0fa1","block_type":"box","text":"will be included in an Index. The share class is selected by SPDJI and is generally defined as the largest, most liquid share","page_number":46,"box":{"x":88,"y":830,"width":842,"height":12}},{"id":"ec8f5d42-4a82-4e0d-ac2b-beabbbb2c0fb","block_type":"box","text":"class. Issuers with multiple share classes will have the classes combined for purposes of calculation of market capitalization.","page_number":46,"box":{"x":89,"y":845,"width":867,"height":12}},{"id":"21ad7f7f-501e-45fb-bdf6-1b6f309baf98","block_type":"box","text":"The following criteria are then analyzed to determine an issuer’s eligibility for inclusion in the S&P Indexes: (i) ownership of","page_number":46,"box":{"x":88,"y":860,"width":861,"height":13}},{"id":"02f9ab7d-02a2-4252-933c-1a552b3b6ec2","block_type":"box","text":"39","page_number":46,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"46d9b161-4a9d-4f22-a8e2-89fd39b5b41e","block_type":"box","text":"an issuer’s outstanding common stock, in order to screen out closely held issuers; (ii) trading volume of an issuer’s shares, in","page_number":47,"box":{"x":89,"y":44,"width":873,"height":12}},{"id":"c5df74e2-85f1-47b6-920d-11a780e3fb6b","block_type":"box","text":"order to ensure ample liquidity and efficient share pricing; and (iii) the financial and operating condition of an issuer.","page_number":47,"box":{"x":89,"y":59,"width":812,"height":12}},{"id":"cc421f9b-ca70-4961-83d5-ae5a75c0cd74","block_type":"box","text":"The S&P DJI’s Indices are capitalization-weighted, based on the following formula: number of outstanding shares of a","page_number":47,"box":{"x":88,"y":85,"width":820,"height":13}},{"id":"e0985367-c535-4603-a060-f93a76fa7182","block_type":"box","text":"constituent (as determined by the float-adjusted market capitalization using SPDJI’s methodology) multiplied by the","page_number":47,"box":{"x":89,"y":101,"width":811,"height":12}},{"id":"09cee344-150a-498b-ab79-3c3da7eee9f0","block_type":"box","text":"constituent’s share price. Issuers with float-adjusted market capitalizations below certain thresholds are not eligible for the","page_number":47,"box":{"x":89,"y":116,"width":858,"height":12}},{"id":"fecceec7-90c0-4199-941e-64aabc658032","block_type":"box","text":"Indexes. In addition, the market capitalization of an issuer eligible for inclusion typically must be greater than the Index’s","page_number":47,"box":{"x":89,"y":131,"width":841,"height":12}},{"id":"51ca9fdc-6fac-44e8-9f88-9816585addf8","block_type":"box","text":"minimum market capitalization at the time it is being considered for Index inclusion. The market capitalizations of an Index’s","page_number":47,"box":{"x":89,"y":146,"width":871,"height":12}},{"id":"c34b5b47-cfe1-4620-a1f1-7c1fc3688b49","block_type":"box","text":"components are adjusted to reflect changes in capitalization resulting from mergers, acquisitions, stock rights, substitutions","page_number":47,"box":{"x":89,"y":161,"width":868,"height":12}},{"id":"d8ce8cbe-4eaf-436f-86bd-1818d62eafee","block_type":"box","text":"and other capital events. The market capitalizations of an Index’s constituent are adjusted for all strategic holdings, including","page_number":47,"box":{"x":89,"y":176,"width":873,"height":13}},{"id":"2eee7452-0c62-4be3-a00d-dee4d823c28c","block_type":"box","text":"private, corporate, and government holdings.","page_number":47,"box":{"x":89,"y":191,"width":315,"height":13}},{"id":"473c9a51-ca24-4b43-bf95-fd7cbf72778f","block_type":"box","text":"Component Selection Criteria for International Indexes.","page_number":47,"box":{"x":89,"y":218,"width":399,"height":12}},{"id":"45449063-7281-46e9-8897-de21d844e49c","block_type":"box","text":"Stocks are eligible for the S&P Global Indices if they meet criteria for","page_number":47,"box":{"x":493,"y":218,"width":475,"height":12}},{"id":"e13ee167-1c5d-40ad-a0e5-f89fc8e1d76e","block_type":"box","text":"size, liquidity, profitability, and sector and market representation. Each of the S&P Global Indices is balanced across country","page_number":47,"box":{"x":89,"y":233,"width":859,"height":12}},{"id":"7009d81d-643e-4f92-93ae-81ce3e2d7408","block_type":"box","text":"and sector weights in the region/market. The S&P Global Indices begin with an eligible investable universe of stocks covering","page_number":47,"box":{"x":89,"y":248,"width":874,"height":12}},{"id":"1f138728-aec3-4d84-a287-c060e2dd21fe","block_type":"box","text":"approximately 95% of each country’s total market capitalization. In some cases, the S&P Global Indexes may include ADRs","page_number":47,"box":{"x":89,"y":263,"width":857,"height":12}},{"id":"0b1c749f-3798-466d-827f-c2139d7fbf0d","block_type":"box","text":"and GDRs. Stocks with relatively small market capitalization or insufficient liquidity are excluded by SPDJI. To identify a","page_number":47,"box":{"x":89,"y":278,"width":826,"height":13}},{"id":"ee4b4394-dd95-4eac-89bc-3da3a712e28f","block_type":"box","text":"candidate pool for index constituent selection, all stocks are carefully examined using a set of general criteria. The specific","page_number":47,"box":{"x":89,"y":293,"width":854,"height":13}},{"id":"ad69b6cf-bb9e-4439-9afd-d2bf56f37bfc","block_type":"box","text":"securities are then screened for industry sector classification; thus, the eligible securities are ranked according to GICS. Then,","page_number":47,"box":{"x":89,"y":308,"width":872,"height":13}},{"id":"da4ddc03-aee0-48e4-95c6-031e21ed578c","block_type":"box","text":"the Index components, now determined, are weighted on the basis of SPDJI’s float-adjusted, market capitalization","page_number":47,"box":{"x":88,"y":324,"width":796,"height":12}},{"id":"ec41b28d-60ca-49c2-b8b5-c8b646105dd0","block_type":"box","text":"methodology. Generally, SPDJI observes a prospective constituent’s liquidity over a period of at least twelve months before","page_number":47,"box":{"x":89,"y":339,"width":853,"height":12}},{"id":"22cf6b1b-615c-422e-a588-6bec74a9dff8","block_type":"box","text":"consideration for inclusion. However, there may be extraordinary situations when issuers should be added immediately (e.g.,","page_number":47,"box":{"x":89,"y":354,"width":870,"height":12}},{"id":"d8e45a19-9a82-4463-994b-1747f5904b56","block_type":"box","text":"certain privatizations). When a particular issuer dominates its home market, it may be excluded from an Index if analysis of","page_number":47,"box":{"x":89,"y":369,"width":861,"height":12}},{"id":"48f79044-d554-4ae3-97c6-ccaabada8b9e","block_type":"box","text":"the sectors reveals that its securities are not as liquid as those of similar issuers in other countries. Once a year, the float","page_number":47,"box":{"x":88,"y":384,"width":838,"height":12}},{"id":"7437cd35-3a96-4f21-a0ed-8e0b6a8fe318","block_type":"box","text":"adjustments will be reviewed and potentially changed based on such review. The values of an Index’s components are","page_number":47,"box":{"x":89,"y":399,"width":826,"height":13}},{"id":"9c9617d9-b4d7-4b54-bee1-c3c08cd07df2","block_type":"box","text":"adjusted to reflect changes in capitalization resulting from mergers, acquisitions, stock rights, substitutions and other capital","page_number":47,"box":{"x":89,"y":414,"width":872,"height":13}},{"id":"b6354cdc-2ba4-4de1-9543-70b3775fddfd","block_type":"box","text":"events. The market capitalization of index constituent issuers is adjusted for all strategic holdings, including private,","page_number":47,"box":{"x":89,"y":429,"width":808,"height":13}},{"id":"b40f40e9-ba11-4767-bf57-a9638c5e8684","block_type":"box","text":"corporate, and government holdings.","page_number":47,"box":{"x":89,"y":445,"width":259,"height":12}},{"id":"7ca63ad3-58e6-46a2-96d3-90dd052be367","block_type":"box","text":"With respect to the non-U.S. components of the S&P Global Indexes, the eligible universe of index components that are","page_number":47,"box":{"x":88,"y":471,"width":835,"height":12}},{"id":"a761d697-617f-4627-9564-4a2d60ff8e2a","block_type":"box","text":"considered for inclusion are from the following S&P DJI Indices:(i) the S&P/TSX 60 (Toronto Stock Exchange), which","page_number":47,"box":{"x":89,"y":486,"width":812,"height":12}},{"id":"9070b31b-000b-407d-b560-1b9d2ce9824c","block_type":"box","text":"represents the liquid, large-cap stocks of the publicly listed issuers in the Canadian equities market;(ii) the S&P/TOPIX 150","page_number":47,"box":{"x":89,"y":501,"width":855,"height":13}},{"id":"b8d881f1-c8be-4872-b048-c240579ebdc1","block_type":"box","text":"(Tokyo Stock Exchange) which represents the liquid, large-cap stocks of the publicly listed issuers in the Japanese equities","page_number":47,"box":{"x":89,"y":516,"width":853,"height":13}},{"id":"d4117d6c-536f-428e-a643-e1fb1aad01c4","block_type":"box","text":"market;(iii) S&P/ASX All-Australian 50 Index (Australian Stock Exchange), which represents the liquid, large-cap stocks in","page_number":47,"box":{"x":89,"y":531,"width":852,"height":13}},{"id":"0c205ba0-aff0-4dd6-bb9c-3db94132976d","block_type":"box","text":"the Australian equities market;(iv) the S&P Asia 50, which represents the liquid, large-cap stocks of four major equities","page_number":47,"box":{"x":88,"y":547,"width":830,"height":12}},{"id":"cbb73f53-4490-4536-bee0-3d2df7c7f7bf","block_type":"box","text":"markets in Asia (Hong Kong, South Korea, Taiwan and Singapore);(v) the S&P Latin America 40, which represents the liquid,","page_number":47,"box":{"x":89,"y":562,"width":867,"height":12}},{"id":"b5a259d6-cc96-4b51-8639-8f7ce2343c29","block_type":"box","text":"large-cap stocks from major sectors of the Mexico, Brazil, Peru, Colombia and Chilé equity markets; and (vi) the S&P Europe","page_number":47,"box":{"x":89,"y":577,"width":865,"height":12}},{"id":"d0411770-b4f3-4d1c-9a65-49654ca6c72f","block_type":"box","text":"350, which represents the liquid, large-cap stocks of the publicly listed issuers in the region, covering approximately 70% of","page_number":47,"box":{"x":89,"y":592,"width":866,"height":12}},{"id":"1191efd5-70dc-47ad-964b-316552d61d15","block_type":"box","text":"the region’s market capitalization.","page_number":47,"box":{"x":88,"y":607,"width":236,"height":12}},{"id":"558187d8-f5ff-4ed0-87c2-49bd033193e0","block_type":"box","text":"Issue Changes.","page_number":47,"box":{"x":89,"y":633,"width":107,"height":13}},{"id":"d1cf5a13-a7c5-40da-ac2a-b5950c134baa","block_type":"box","text":"General oversight responsibility for the S&P DJI Indices, including overall policy guidelines and methodology,","page_number":47,"box":{"x":202,"y":633,"width":754,"height":13}},{"id":"f843702f-2bad-42c9-a4b4-19478cb169d1","block_type":"box","text":"is handled by the S&P Global Index Committee. Maintenance of component investments, including additions and deletions to","page_number":47,"box":{"x":89,"y":649,"width":877,"height":12}},{"id":"d7780ffe-4f45-4d66-9352-35c86d370f95","block_type":"box","text":"these investments, is the responsibility of separate regional index committees composed of S&P staff specialized in the","page_number":47,"box":{"x":88,"y":664,"width":830,"height":12}},{"id":"a48f07da-b715-42c9-b904-4bfcf83be43c","block_type":"box","text":"various regional equity markets and, in some cases, with the assistance of local stock exchanges. Public announcements of","page_number":47,"box":{"x":88,"y":679,"width":865,"height":12}},{"id":"bfe8f813-909c-4787-9754-f81d27aa703a","block_type":"box","text":"index changes as the result of committee decisions will generally be made two business days in advance of the anticipated","page_number":47,"box":{"x":89,"y":694,"width":858,"height":12}},{"id":"e8a807c1-9f93-430f-b261-bb971f8f4147","block_type":"box","text":"effective date whenever possible, although for exceptional corporate events announcements may be made earlier.","page_number":47,"box":{"x":89,"y":709,"width":796,"height":12}},{"id":"9cc1232b-3811-4fb2-bc88-52a549b8451c","block_type":"box","text":"Index Maintenance.","page_number":47,"box":{"x":89,"y":736,"width":142,"height":9}},{"id":"c7c0e325-34ad-4a83-a1d9-ee36b6fcd5ff","block_type":"box","text":"Maintaining the S&P DJI Indices includes monitoring and completing the adjustments for issuer","page_number":47,"box":{"x":237,"y":736,"width":667,"height":12}},{"id":"6be9a0bd-3b37-4ec8-833f-63727f563cb3","block_type":"box","text":"additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to restructuring and","page_number":47,"box":{"x":89,"y":751,"width":857,"height":12}},{"id":"97b9d4e7-3b4c-4a78-981b-d6ff12dc262e","block_type":"box","text":"spin-offs. An issuer will be removed from the S&P DJI Indices as a result of mergers/acquisitions, bankruptcy, or","page_number":47,"box":{"x":89,"y":766,"width":780,"height":12}},{"id":"c4bb320b-027a-4d88-8c33-f6f3b3db1064","block_type":"box","text":"restructuring. An issuer is removed from the relevant index as close as possible to the actual date on which the event","page_number":47,"box":{"x":89,"y":781,"width":818,"height":12}},{"id":"1ad582bc-6e3b-4c85-8bc1-25b6691e24f6","block_type":"box","text":"occurred. An issuer can be removed from an index because it no longer meets current criteria for inclusion and/or is no","page_number":47,"box":{"x":89,"y":796,"width":836,"height":12}},{"id":"f039bed5-70d0-4e0b-8f46-95cf99f7eb79","block_type":"box","text":"longer representative of its industry group. All replacement issuers are selected based on the above component section","page_number":47,"box":{"x":89,"y":811,"width":832,"height":12}},{"id":"c4c43386-291b-48ef-888b-9f6f5d93ed7d","block_type":"box","text":"criteria.","page_number":47,"box":{"x":89,"y":827,"width":51,"height":9}},{"id":"3c4b96e1-5a71-4631-a25f-78b57b2f86a1","block_type":"box","text":"40","page_number":47,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"6a9dff61-be78-44cd-985c-33b14b53344f","block_type":"box","text":"When calculating index weights, individual components shares held by governments, corporations, strategic partners, or","page_number":48,"box":{"x":88,"y":44,"width":845,"height":12}},{"id":"50f0f0cd-1664-4e27-9562-6c01b680e3ce","block_type":"box","text":"other control groups are excluded from the issuer’s shares outstanding. Shares owned by other issuers are also excluded","page_number":48,"box":{"x":89,"y":59,"width":843,"height":12}},{"id":"f2b07839-73f3-407d-9149-c30c881b1e39","block_type":"box","text":"regardless of whether they are index components. In countries with regulated environments, where a foreign investment","page_number":48,"box":{"x":89,"y":74,"width":845,"height":12}},{"id":"9156bb42-4c12-4b17-99e3-41f4826f65a4","block_type":"box","text":"limit exists at the sector or issuer level, the constituent’s weight will reflect either the foreign investment limit or the","page_number":48,"box":{"x":89,"y":89,"width":806,"height":13}},{"id":"fbf89e5e-eb80-4c37-8782-6bfab131bec7","block_type":"box","text":"percentage float, whichever is the more restrictive.","page_number":48,"box":{"x":89,"y":104,"width":352,"height":13}},{"id":"06d2c17d-5d8e-46ee-a3b8-a6f9d087b026","block_type":"box","text":"Each issuer’s financial statements will be used to update the major shareholders’ ownership. However, during the course of","page_number":48,"box":{"x":89,"y":131,"width":863,"height":12}},{"id":"d03132f4-039d-4ac9-afc3-3cddcabe717b","block_type":"box","text":"the year, SPDJI also monitors each issuer’s Investable Weight Factor (“IWF”), which is SPDJI’s term for the mathematical float","page_number":48,"box":{"x":88,"y":146,"width":872,"height":12}},{"id":"b6cb71b9-ddbe-46f6-8468-f699f87ebefa","block_type":"box","text":"factor used to calculate the float adjustment. If a change in IWF is caused by a mandatory corporate action (i.e., merger,","page_number":48,"box":{"x":88,"y":161,"width":838,"height":12}},{"id":"bee7ecf7-785a-4b48-9cbd-b0cdf00fac60","block_type":"box","text":"takeover, spin-off, or rights offering), a float adjustment will be implemented as soon as reasonably possible.","page_number":48,"box":{"x":88,"y":176,"width":757,"height":13}},{"id":"bd8d65e8-4330-4bd3-a947-512c4d7b9eb3","block_type":"box","text":"Changes in the number of shares outstanding driven by corporate events such as stock dividends, splits, and rights issues","page_number":48,"box":{"x":89,"y":203,"width":851,"height":12}},{"id":"2313d90a-b0e0-4465-b582-6bde572a4efd","block_type":"box","text":"will be adjusted on the ex-date. Material share changes resulting from certain non-mandatory corporate actions follow S&P","page_number":48,"box":{"x":88,"y":218,"width":865,"height":12}},{"id":"16582a1b-a9eb-476f-a581-032889194a92","block_type":"box","text":"DJI’s accelerated implementation rules with sufficient advance notification. Non-material share changes are implemented","page_number":48,"box":{"x":89,"y":233,"width":848,"height":12}},{"id":"9003f45a-5dd3-4528-af88-cbc650962baa","block_type":"box","text":"quarterly on the Friday near the end of the calendar quarter. Generally, index changes due to rebalancing are announced two","page_number":48,"box":{"x":89,"y":248,"width":871,"height":12}},{"id":"fd408802-e113-4ddd-8572-86e2a565f3ea","block_type":"box","text":"days before the effective date by way of a news release posted on www.us.spindices.com","page_number":48,"box":{"x":89,"y":263,"width":621,"height":12}},{"id":"8c815ad6-e0f7-4337-864d-68ad6ba35ac2","block_type":"box","text":".","page_number":48,"box":{"x":712,"y":271,"width":2,"height":2}},{"id":"d2feee39-90fd-4886-a0db-fa0762eb7aae","block_type":"box","text":"Index Availability.","page_number":48,"box":{"x":89,"y":290,"width":125,"height":12}},{"id":"fdd6f64e-ee3a-4806-afe4-71cddd70c959","block_type":"box","text":"The S&P Indexes are calculated continuously and are available from major data vendors.","page_number":48,"box":{"x":219,"y":290,"width":617,"height":12}},{"id":"cfd1fe63-0d8b-4470-85aa-d4215db120a3","block_type":"box","text":"Exchange Rates.","page_number":48,"box":{"x":89,"y":316,"width":116,"height":12}},{"id":"ed24faa9-2a52-4ef7-938b-7137d3f45c72","block_type":"box","text":"SPDJI uses the World Markets/Reuters Closing Spot Rates taken at 4:00 p.m. London time for the following","page_number":48,"box":{"x":211,"y":316,"width":746,"height":12}},{"id":"444dbf45-f554-4c25-a606-7193270f2e46","block_type":"box","text":"fund: iShares Global Clean Energy ETF. Prior to January 31, 2013, SPDJI used the currency exchange (FX) rate corresponding","page_number":48,"box":{"x":88,"y":331,"width":863,"height":12}},{"id":"d01c01e4-6ea3-45e8-9b5d-5b4675121a05","block_type":"box","text":"to 5:15 p.m. Eastern time. In case World Markets/Reuters does not provide rates for specific markets on given days (for","page_number":48,"box":{"x":88,"y":346,"width":833,"height":13}},{"id":"c2a4c669-3f46-481f-913e-8911b5182050","block_type":"box","text":"example, Christmas Day and New Year’s Day), the previous business day’s rates are normally used. SPDJI independently","page_number":48,"box":{"x":89,"y":361,"width":836,"height":13}},{"id":"000ddbdf-b892-4e10-9ffb-ba7cdf62ba4b","block_type":"box","text":"monitors the exchange rates on all its indexes. SPDJI may under exceptional circumstances elect to use alternative sources of","page_number":48,"box":{"x":89,"y":376,"width":876,"height":13}},{"id":"686be6fe-894d-4f3c-886c-7b3dee684c99","block_type":"box","text":"exchange rates if the World Markets/Reuters rates are not available, or if SPDJI determines that the World Markets/Reuters","page_number":48,"box":{"x":89,"y":392,"width":857,"height":12}},{"id":"d66d4b9e-f0dc-440c-96fb-406fc7851339","block_type":"box","text":"rates are not reflective of market circumstances for a given currency on a particular day.","page_number":48,"box":{"x":89,"y":407,"width":613,"height":12}},{"id":"a463e13e-0e3f-4e95-a455-e41491fe6b09","block_type":"box","text":"S&P Global Clean Energy Transition Index","page_number":48,"box":{"x":88,"y":433,"width":300,"height":13}},{"id":"523f9c2d-67f4-4e61-b0c9-befeb1fdd376","block_type":"box","text":"TM","page_number":48,"box":{"x":389,"y":432,"width":17,"height":5}},{"id":"cf0849f2-46dc-4c34-b051-caa3a6cc66de","block_type":"box","text":"Number of Components: approximately 103","page_number":48,"box":{"x":89,"y":452,"width":316,"height":12}},{"id":"a201b7a6-9d48-4d85-b5e5-895f265c57f2","block_type":"box","text":"Index Description.","page_number":48,"box":{"x":89,"y":475,"width":131,"height":12}},{"id":"1e51764f-bd87-4535-8689-54fa68f3ef51","block_type":"box","text":"The S&P Global Clean Energy Transition Index is designed to track the performance of approximately 100","page_number":48,"box":{"x":225,"y":475,"width":735,"height":12}},{"id":"0968bab9-c975-450b-98ff-5a00d4a0a98e","block_type":"box","text":"clean energy-related companies. The Underlying Index is a subset of the S&P Global Broad Market Index, and includes stocks","page_number":48,"box":{"x":89,"y":490,"width":873,"height":12}},{"id":"554606b6-f53d-46cc-8258-6817948f4f4c","block_type":"box","text":"traded on developed and emerging market exchanges which meet or exceed, at the time of inclusion, $300 million in total","page_number":48,"box":{"x":88,"y":505,"width":855,"height":12}},{"id":"2bfbaa98-9adf-458c-be70-908b36367389","block_type":"box","text":"market capitalization, $100 million in float-adjusted market capitalization, and $3 million median daily value traded over a","page_number":48,"box":{"x":89,"y":520,"width":848,"height":12}},{"id":"d2dfb1c3-6013-450b-a5e1-50b3ffa88aab","block_type":"box","text":"six-month period (or $2 million for existing constituents). The index provider uses Global Industry Classification Standard","page_number":48,"box":{"x":89,"y":535,"width":849,"height":13}},{"id":"ea38c704-4902-4ea3-bedc-760b0c43f06e","block_type":"box","text":"(“GICS”) and FactSet’s Revere Business Industry Classification System (“RBICS”) classifications, along with Trucost Power","page_number":48,"box":{"x":89,"y":550,"width":848,"height":13}},{"id":"e0d691e7-db44-45d9-93d8-c7c8f5a07b55","block_type":"box","text":"Generation Data (“Trucost”) for utility companies to determine the eligible universe. Companies that derive at least 25% in","page_number":48,"box":{"x":89,"y":565,"width":857,"height":13}},{"id":"2ce43cac-d8ba-49ae-8e20-bc66d6fc2a21","block_type":"box","text":"aggregate revenue from clean energy related businesses as defined by RBICS data, companies in the Electric Utilities, Multi","page_number":48,"box":{"x":89,"y":581,"width":861,"height":12}},{"id":"5165d263-c306-4f32-9a9e-7c78da61e63b","block_type":"box","text":"Utilities, or Independent Power Producers & Energy Traders sub-industries that generate at least 20% of their power from","page_number":48,"box":{"x":89,"y":596,"width":847,"height":12}},{"id":"4d684792-de65-4cde-8a1f-f6496506180b","block_type":"box","text":"renewable sources as measured by Trucost data, companies in the GICS “renewable utilities” sub-industry, and companies","page_number":48,"box":{"x":89,"y":611,"width":855,"height":12}},{"id":"a0dd3332-db6e-48cb-bb89-9ce3a95c2c6e","block_type":"box","text":"that had an exposure score (described in step 1 below) of at least 0.5 as of the previous rebalancing are included in the","page_number":48,"box":{"x":88,"y":626,"width":833,"height":12}},{"id":"b84b7a2c-fc1f-4d52-99d0-c36e53d3d781","block_type":"box","text":"preliminary universe of companies. In addition, the index provider uses company exclusion criteria related to business activity","page_number":48,"box":{"x":89,"y":641,"width":877,"height":12}},{"id":"600f71b0-cfd6-4f88-a23b-c5d289dc2389","block_type":"box","text":"(","page_number":48,"box":{"x":89,"y":656,"width":4,"height":13}},{"id":"1ea564a2-fb78-4c3c-a206-f7143575cdb0","block_type":"box","text":"e.g.","page_number":48,"box":{"x":94,"y":659,"width":23,"height":10}},{"id":"0c9831a2-c1c5-4368-abd7-fd7da3adca9e","block_type":"box","text":", controversial weapons, tobacco, thermal coal, etc.) and other exclusionary guidelines based on a company’s","page_number":48,"box":{"x":119,"y":656,"width":764,"height":13}},{"id":"c0331db6-33a5-4172-b339-dc1f1dc693af","block_type":"box","text":"compliance with the United Nations Global Compact (“UNGC”) provided by Sustainalytics. The Index Provider utilizes","page_number":48,"box":{"x":89,"y":671,"width":819,"height":13}},{"id":"7b40170b-6c09-47dd-8079-3c5f4d73e123","block_type":"box","text":"measurements from S&P Global Business Involvement Screens when monitoring the company exclusion criteria related to","page_number":48,"box":{"x":89,"y":686,"width":853,"height":13}},{"id":"968412e6-eec1-49f5-9df2-9565f38aa87c","block_type":"box","text":"business activity (e.g., controversial weapons, tobacco, thermal coal, etc.). Lastly, the Index Provider uses S&P Global","page_number":48,"box":{"x":89,"y":702,"width":813,"height":12}},{"id":"185e2cbb-9434-4b52-ba9d-66fd67a5623c","block_type":"box","text":"Sustainable1 for screening and analysis of controversies related to companies within the index. Companies without coverage","page_number":48,"box":{"x":88,"y":717,"width":874,"height":12}},{"id":"db43a38c-495e-4fc4-8d61-49215af5e6e6","block_type":"box","text":"are ineligible for index inclusion until they receive such coverage.","page_number":48,"box":{"x":89,"y":732,"width":452,"height":12}},{"id":"33d8d353-d3cf-4e48-b292-ee1fcac83f46","block_type":"box","text":"After the index provider determines the eligible universe, the index provider selects the index constituents as follows:","page_number":48,"box":{"x":88,"y":758,"width":817,"height":13}},{"id":"e100ea38-de80-4cf0-916b-cd5a729da746","block_type":"box","text":"1. The index provider defines clean energy exposure scores (“exposure scores”) for each company based on its primary","page_number":48,"box":{"x":90,"y":785,"width":832,"height":12}},{"id":"e32230ac-0d9e-435f-90c1-dcdbda0624fd","block_type":"box","text":"business. Companies determined by the index provider to have maximum clean energy exposure are assigned a score of 1.","page_number":48,"box":{"x":89,"y":800,"width":857,"height":12}},{"id":"6ba75ff5-0001-4029-8021-c39676ad636b","block_type":"box","text":"Companies determined by the index provider to have significant clean energy exposure are assigned a score of 0.75, and","page_number":48,"box":{"x":89,"y":815,"width":841,"height":12}},{"id":"2d4baeef-d1a2-4d03-9bda-c3ff02b2657f","block_type":"box","text":"companies determined by the index provider to have moderate clean energy exposure are assigned a score of 0.5.","page_number":48,"box":{"x":89,"y":830,"width":795,"height":12}},{"id":"1bfe1911-0889-45ef-9f62-2b9b8c399d54","block_type":"box","text":"41","page_number":48,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"6c924e71-b931-4a38-8777-f8663500ebd1","block_type":"box","text":"2. The index provider next calculates a carbon-to-revenue footprint standard score by subtracting the mean carbon-to","page_number":49,"box":{"x":89,"y":44,"width":834,"height":12}},{"id":"c3a84d66-5478-403e-81f1-3efe8987f2fb","block_type":"box","text":"revenue footprint of all preliminary universe stocks (before applying the exclusion criteria described above) with an exposure","page_number":49,"box":{"x":89,"y":59,"width":872,"height":12}},{"id":"0c900e66-921d-49eb-ba25-3fba4b523385","block_type":"box","text":"score of 1 as of the rebalancing reference date from each stock’s carbon-to-revenue footprint and then dividing the","page_number":49,"box":{"x":89,"y":74,"width":807,"height":12}},{"id":"bf5553cc-79ec-4431-b793-f3cfcbb74db6","block_type":"box","text":"difference by the standard deviation (also determined based on preliminary universe stocks with an exposure score of 1). The","page_number":49,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"a4485f2b-9683-46b4-9a82-7f9099012d3e","block_type":"box","text":"top and bottom five percent (5%) are excluded from the mean and standard deviation calculations. The index provider","page_number":49,"box":{"x":88,"y":104,"width":831,"height":13}},{"id":"2b67bb6c-e248-446b-b99e-de310981dc92","block_type":"box","text":"excludes any companies with a carbon-to-revenue footprint standard score of greater than three.","page_number":49,"box":{"x":89,"y":119,"width":680,"height":13}},{"id":"c016530e-88be-4abd-8d6a-f9526e96bd4f","block_type":"box","text":"3. All remaining exposure score 1 stocks are selected, with a target constituent count of 100. If more than 100 exposure","page_number":49,"box":{"x":89,"y":146,"width":838,"height":12}},{"id":"67abb585-1687-4e76-b9c3-c7f13394bdd6","block_type":"box","text":"score 1 stocks are eligible, all exposure score 1 stocks are selected.","page_number":49,"box":{"x":89,"y":161,"width":465,"height":12}},{"id":"a9a73f3a-e814-461b-9518-078e664e5421","block_type":"box","text":"4. If fewer than 100 exposure score 1 stocks are eligible, stocks are ranked by the index provider based on float-adjusted","page_number":49,"box":{"x":88,"y":188,"width":840,"height":12}},{"id":"715f5d06-d397-49db-a506-7fbd97b3349f","block_type":"box","text":"market capitalization, and the highest-ranking stock with an exposure score of 0.75 is selected and added to the index. This","page_number":49,"box":{"x":89,"y":203,"width":865,"height":12}},{"id":"280d7031-c8ac-4bb8-836d-3c99d6e2aeae","block_type":"box","text":"process continues iteratively until the target constituent count is reached.","page_number":49,"box":{"x":89,"y":218,"width":514,"height":12}},{"id":"bb31e524-88a5-445d-bf7a-aa80f1919034","block_type":"box","text":"5. If, after step 4 there are still not 100 constituents, the highest-ranking stock with an exposure score of 0.5 is selected until","page_number":49,"box":{"x":89,"y":244,"width":867,"height":13}},{"id":"ef6e0bf6-ae25-4118-9885-5218de29cba3","block_type":"box","text":"the target constituent count of 100 is reached, or all eligible companies with exposure scores of 1, 0.75, and 0.5 are selected.","page_number":49,"box":{"x":88,"y":259,"width":871,"height":13}},{"id":"5e7d44d7-9f61-4e6d-b39d-6b7b55789779","block_type":"box","text":"If after these steps the index’s weighted average exposure score falls below 0.85, the lowest-ranking stock with an exposure","page_number":49,"box":{"x":89,"y":286,"width":866,"height":12}},{"id":"24c1c60d-828a-47b4-a86c-dc2fcf3cf52b","block_type":"box","text":"score of 0.5 is removed until the index’s weighted average exposure score reaches 0.85. If the index’s weighted average","page_number":49,"box":{"x":89,"y":301,"width":833,"height":12}},{"id":"3abf8e5d-b0e0-4698-97f4-7e03e8cd7ff9","block_type":"box","text":"exposure score remains below 0.85, the lowest-ranking stock with an exposure score of 0.75 is removed until the Underlying","page_number":49,"box":{"x":89,"y":316,"width":870,"height":12}},{"id":"7f3ccacc-09c7-4556-aefd-6b2063bfb284","block_type":"box","text":"Index’s weighted average exposure score reaches 0.85. Therefore, while the Underlying Index targets a constituent count of","page_number":49,"box":{"x":89,"y":331,"width":865,"height":12}},{"id":"633837ae-1294-4963-abc4-795241b79d62","block_type":"box","text":"100 securities, it is possible for the final index constituent count to be above or below 100 securities. Constituents are","page_number":49,"box":{"x":90,"y":346,"width":820,"height":13}},{"id":"1e73cfa0-0760-47cb-8951-e58e0db6b483","block_type":"box","text":"weighted based on the product of each constituent’s float-adjusted market capitalization and exposure score, with the","page_number":49,"box":{"x":88,"y":361,"width":830,"height":13}},{"id":"ed7d8408-36fb-4412-b6f2-4cb5c191679c","block_type":"box","text":"weights of constituents capped at the lower of either a single constituent weight cap by exposure score (8% for an exposure","page_number":49,"box":{"x":88,"y":376,"width":872,"height":13}},{"id":"d4ffb9e0-2e08-47f8-aca2-e3fc6e3cda57","block_type":"box","text":"score of 1, 6% for an exposure score of 0.75 and 4% for an exposure score of 0.5), or five times its liquidity weight. The index","page_number":49,"box":{"x":89,"y":392,"width":875,"height":12}},{"id":"f350f1e7-b601-4820-98cf-45c711ddf537","block_type":"box","text":"provider determines the liquidity weight of a security as follows: index weight assigned to a security based on the relative","page_number":49,"box":{"x":89,"y":407,"width":846,"height":12}},{"id":"49fb5f7d-bd77-46fa-b8a4-1044dc830921","block_type":"box","text":"sixmonth median daily value traded of the security compared to that measure for the overall index. In addition, the","page_number":49,"box":{"x":89,"y":422,"width":801,"height":12}},{"id":"5c9c3ade-bc9b-4228-b822-67fcb53d3e4c","block_type":"box","text":"cumulative weight of all stocks within the index which have a weight greater than 4.5% cannot exceed 40%.","page_number":49,"box":{"x":89,"y":437,"width":759,"height":12}},{"id":"6343218f-ec38-42b3-aa01-096e210fbf04","block_type":"box","text":"Investment Policies","page_number":49,"box":{"x":91,"y":468,"width":318,"height":23}},{"id":"d54be454-090f-431f-93fd-ccf9d9d2c945","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":49,"box":{"x":88,"y":502,"width":835,"height":13}},{"id":"2799ca25-63ce-4b5e-8495-6d0b699da22f","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":49,"box":{"x":88,"y":518,"width":866,"height":12}},{"id":"5d20f86c-201c-44ca-8718-0d118a4040f1","block_type":"box","text":"of the outstanding voting securities of each Fund is defined in the Investment Company Act as the lesser of (i) 67% or more","page_number":49,"box":{"x":89,"y":533,"width":866,"height":12}},{"id":"57fbd5ad-bf9b-470f-9cbc-07f0bdab79d2","block_type":"box","text":"of the voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting","page_number":49,"box":{"x":89,"y":548,"width":809,"height":12}},{"id":"29f8d39e-fdc5-4b32-9098-a5ceffabaabb","block_type":"box","text":"securities of each Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of","page_number":49,"box":{"x":89,"y":563,"width":845,"height":12}},{"id":"ffeadd60-fb1a-43e5-a115-f88ad49c3de0","block_type":"box","text":"each Fund. Each Fund has also adopted certain non-fundamental investment policies, including its investment objective.","page_number":49,"box":{"x":89,"y":578,"width":843,"height":12}},{"id":"36f3736e-77bf-499d-888e-02f33ea9767e","block_type":"box","text":"Non-fundamental investment policies may be changed by the Board without shareholder approval. Therefore, each Fund may","page_number":49,"box":{"x":89,"y":593,"width":879,"height":13}},{"id":"126d57c8-14fe-4185-9136-6c97771cba9c","block_type":"box","text":"change its investment objective and its Underlying Index without shareholder approval.","page_number":49,"box":{"x":89,"y":608,"width":609,"height":13}},{"id":"c46747e0-c43e-4976-ab0e-7d48be4f623f","block_type":"box","text":"Fundamental Investment Policies","page_number":49,"box":{"x":89,"y":635,"width":237,"height":9}},{"id":"1b51e699-0a66-4e00-9039-605a0aabc8b5","block_type":"box","text":"The iShares Environmentally Aware Real Estate ETF and iShares Global REIT ETF may not:","page_number":49,"box":{"x":88,"y":655,"width":624,"height":12}},{"id":"d9a69a54-eaf7-4ed6-8849-a37aa4dd465e","block_type":"box","text":"1. Concentrate its investments in a particular industry, as that term is used in the Investment Company Act, except that","page_number":49,"box":{"x":90,"y":675,"width":853,"height":12}},{"id":"3d44abef-19ff-4503-9a44-d2425d59bc99","block_type":"box","text":"the Fund will concentrate to approximately the same extent that its Underlying Index concentrates in the securities of a","page_number":49,"box":{"x":127,"y":690,"width":835,"height":13}},{"id":"3183578b-5c9b-470e-8bdc-73d25536736f","block_type":"box","text":"particular industry or group of industries.","page_number":49,"box":{"x":128,"y":705,"width":287,"height":13}},{"id":"acde9065-401a-4871-8728-25b636221a4f","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":49,"box":{"x":89,"y":725,"width":545,"height":13}},{"id":"0e3f8bbc-9f00-4e70-896d-dd25488bbedf","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":49,"box":{"x":89,"y":746,"width":699,"height":12}},{"id":"be66a474-d1d6-44a7-9643-a4258280d2c5","block_type":"box","text":"4. Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured","page_number":49,"box":{"x":88,"y":766,"width":861,"height":12}},{"id":"91316b6b-f3b1-4322-b77c-c91cbeecd550","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of REITs, mortgage-related securities and securities of issuers","page_number":49,"box":{"x":128,"y":781,"width":826,"height":12}},{"id":"5116fd97-09f1-41e7-9d2f-3553dfa20d96","block_type":"box","text":"engaged in the real estate business, and the Fund may purchase and hold real estate as a result of the ownership of","page_number":49,"box":{"x":128,"y":796,"width":809,"height":12}},{"id":"14b4e643-91ed-459f-a0ae-4ffafbb39bf8","block_type":"box","text":"securities or other instruments.","page_number":49,"box":{"x":128,"y":811,"width":218,"height":10}},{"id":"e4ee645b-48ef-4136-a9ef-04a5e4029575","block_type":"box","text":"5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be","page_number":49,"box":{"x":89,"y":831,"width":839,"height":13}},{"id":"be67a00b-f216-4bfb-be88-63215270b7ae","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":49,"box":{"x":128,"y":846,"width":523,"height":13}},{"id":"f68596cf-37aa-40ae-9759-e60bbeeed617","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":49,"box":{"x":89,"y":867,"width":798,"height":12}},{"id":"9fb1eef5-e78d-4baf-a4bb-3be3f477b48f","block_type":"box","text":"42","page_number":49,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"26808add-0c3d-4f3f-9877-89f10754b02c","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":50,"box":{"x":89,"y":44,"width":521,"height":12}},{"id":"fba18cd6-2f38-4a76-a374-ac0e3880986f","block_type":"box","text":"Each of the iShares Global Clean Energy ETF, iShares International Developed Real Estate ETF and the iShares","page_number":50,"box":{"x":89,"y":64,"width":785,"height":12}},{"id":"321a26df-e37f-4cf1-b43c-938a0fcab15c","block_type":"box","text":"International Select Dividend ETF will not:","page_number":50,"box":{"x":89,"y":79,"width":300,"height":10}},{"id":"98b298c1-a9c6-4f63-84b5-59a398838a39","block_type":"box","text":"1. Concentrate its investments (","page_number":50,"box":{"x":90,"y":99,"width":243,"height":13}},{"id":"f39c2aaf-852c-43e8-99cd-70e15d999447","block_type":"box","text":"i.e.","page_number":50,"box":{"x":334,"y":100,"width":17,"height":9}},{"id":"b94df510-8d31-4118-99a2-4125e4770173","block_type":"box","text":", invest 25% or more of its total assets in the securities of a particular industry or group","page_number":50,"box":{"x":354,"y":99,"width":609,"height":13}},{"id":"4c6d8585-b90b-4f1b-8448-7e2c137c6b87","block_type":"box","text":"of industries), except that the Fund will concentrate to approximately the same extent that the Underlying Index","page_number":50,"box":{"x":128,"y":114,"width":785,"height":13}},{"id":"874f3d5f-e661-4578-866b-21d92ba7d269","block_type":"box","text":"concentrates in the securities of a particular industry or group of industries. For purposes of this limitation, securities of","page_number":50,"box":{"x":128,"y":130,"width":836,"height":12}},{"id":"d02d5a70-b2e7-40c7-b4b5-831011a0ab04","block_type":"box","text":"the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S.","page_number":50,"box":{"x":127,"y":145,"width":783,"height":12}},{"id":"916b0f1e-4494-49b2-8a52-cd904f7f6833","block_type":"box","text":"government securities, and securities of state or municipal governments and their political subdivisions are not","page_number":50,"box":{"x":128,"y":160,"width":776,"height":12}},{"id":"d39b8f9e-50bd-4a48-8f4b-19e24df5f677","block_type":"box","text":"considered to be issued by members of any industry.","page_number":50,"box":{"x":128,"y":175,"width":367,"height":12}},{"id":"1eed5e29-8674-4a6f-8392-60a872e735a9","block_type":"box","text":"2. Borrow money, except that (i) the Fund may borrow from banks for temporary or emergency (not leveraging) purposes,","page_number":50,"box":{"x":89,"y":195,"width":877,"height":12}},{"id":"293e2ef5-02ec-488c-a1e8-8659ad222189","block_type":"box","text":"including the meeting of redemption requests which might otherwise require the untimely disposition of securities; and","page_number":50,"box":{"x":128,"y":210,"width":837,"height":13}},{"id":"91477e57-2915-4056-816c-5af88f86dcf9","block_type":"box","text":"(ii) the Fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse","page_number":50,"box":{"x":128,"y":225,"width":791,"height":13}},{"id":"109fee30-50a6-45bf-91d0-67ee48aaa73a","block_type":"box","text":"repurchase agreements, forward roll transactions and similar investment strategies and techniques. To the extent that it","page_number":50,"box":{"x":128,"y":240,"width":838,"height":13}},{"id":"7744b03b-83b7-4e06-b0f6-2c2a769247ea","block_type":"box","text":"engages in transactions described in (i) and (ii), the Fund will be limited so that no more than 33 1/3% of the value of","page_number":50,"box":{"x":128,"y":256,"width":825,"height":12}},{"id":"4da464eb-935a-427a-9503-320d90fca2bb","block_type":"box","text":"its total assets (including the amount borrowed) is derived from such transactions. Any borrowings which come to","page_number":50,"box":{"x":128,"y":271,"width":803,"height":12}},{"id":"a45cefa8-f978-4513-9888-81f6a922ac6e","block_type":"box","text":"exceed this amount will be reduced in accordance with applicable law.","page_number":50,"box":{"x":128,"y":286,"width":491,"height":12}},{"id":"dba695a8-dc9f-48b7-9ef0-3f62eec9e634","block_type":"box","text":"3. Issue any senior security, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by","page_number":50,"box":{"x":89,"y":306,"width":857,"height":12}},{"id":"ad344d61-7a1d-4ce5-a625-aa4d659baa5a","block_type":"box","text":"regulatory authority having jurisdiction, from time to time.","page_number":50,"box":{"x":128,"y":321,"width":407,"height":12}},{"id":"d345c9f1-6c67-452b-a0fc-d4d93f4dc178","block_type":"box","text":"4. Make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory","page_number":50,"box":{"x":88,"y":341,"width":844,"height":13}},{"id":"e9d6ae93-2209-4b5e-b97b-0fc9613f49d3","block_type":"box","text":"authority having jurisdiction, from time to time.","page_number":50,"box":{"x":128,"y":356,"width":331,"height":13}},{"id":"f0721d15-a933-42c2-bcd7-dbe0b3206563","block_type":"box","text":"5. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this","page_number":50,"box":{"x":89,"y":376,"width":811,"height":13}},{"id":"56a6f667-f013-42a5-ab83-cf3979d6c43a","block_type":"box","text":"restriction shall not prevent the Fund from investing in securities of companies engaged in the real estate business or","page_number":50,"box":{"x":128,"y":392,"width":819,"height":12}},{"id":"7a98e648-bf82-46df-b405-d402413aff7b","block_type":"box","text":"securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this","page_number":50,"box":{"x":128,"y":407,"width":827,"height":12}},{"id":"5f50fec4-e54b-482b-9844-2a8265175a3b","block_type":"box","text":"restriction shall not prevent the Fund from trading in futures contracts and options on futures contracts, including","page_number":50,"box":{"x":128,"y":422,"width":798,"height":12}},{"id":"2d51cd56-3e5c-4127-801d-7c07c323da14","block_type":"box","text":"options on currencies to the extent consistent with the Fund’s investment objective and policies).","page_number":50,"box":{"x":128,"y":437,"width":680,"height":12}},{"id":"1c9be236-0481-473d-a747-abf2cc301c49","block_type":"box","text":"6. Engage in the business of underwriting securities issued by other persons, except to the extent that the Fund may","page_number":50,"box":{"x":89,"y":457,"width":836,"height":12}},{"id":"90b8cfe4-c8a5-4e1e-942b-762a3a100978","block_type":"box","text":"technically be deemed to be an underwriter under the 1933 Act, in disposing of portfolio securities.","page_number":50,"box":{"x":127,"y":472,"width":694,"height":13}},{"id":"3a55b2e1-3b4c-4501-897d-dedfd77ca3af","block_type":"box","text":"Notations Regarding each of the iShares Environmentally Aware Real Estate ETF’s and iShares Global REIT ETF’s","page_number":50,"box":{"x":88,"y":499,"width":811,"height":12}},{"id":"b1244dea-55eb-478c-9ab0-918fe31d921e","block_type":"box","text":"Fundamental Investment Policies","page_number":50,"box":{"x":88,"y":514,"width":242,"height":10}},{"id":"53f9b26c-a6ca-49d9-b18c-dbdd1d013b9c","block_type":"box","text":"The following notations are not considered to be part of the iShares Environmentally Aware Real Estate ETF’s and iShares","page_number":50,"box":{"x":88,"y":540,"width":846,"height":13}},{"id":"a656dcb8-6ec2-4a6a-9b34-665069821e26","block_type":"box","text":"Global REIT ETF’s fundamental investment policies and are subject to change without shareholder approval.","page_number":50,"box":{"x":89,"y":555,"width":754,"height":13}},{"id":"1208094b-e0ad-4fd2-b777-7b6fac11fd35","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":50,"box":{"x":88,"y":582,"width":853,"height":12}},{"id":"9ecda352-f7a7-44a6-a025-5c5bc96e982e","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":50,"box":{"x":89,"y":597,"width":855,"height":12}},{"id":"fbddee93-99a9-489d-891d-89e58a1d1a25","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":50,"box":{"x":89,"y":612,"width":840,"height":12}},{"id":"f185ac7c-07dd-4f8f-9e7b-fd9fa85eb9e5","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":50,"box":{"x":89,"y":627,"width":877,"height":13}},{"id":"89948ef6-109f-423e-bdbf-f5333545656d","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":50,"box":{"x":89,"y":642,"width":856,"height":13}},{"id":"92d3de01-d9a1-4c8f-9222-650638a42b6e","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":50,"box":{"x":88,"y":657,"width":861,"height":13}},{"id":"55b4726c-ecf4-4bdb-94a1-28fbd9b160dd","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":50,"box":{"x":89,"y":673,"width":805,"height":12}},{"id":"10b950ba-7a31-447b-be2e-4ac8ec442944","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":50,"box":{"x":89,"y":688,"width":848,"height":12}},{"id":"62e7329a-cbcc-442e-8ad3-85f6770ab963","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":50,"box":{"x":89,"y":703,"width":820,"height":12}},{"id":"a20d7580-5b2c-465b-bb4f-94a5c8ae2924","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":50,"box":{"x":89,"y":718,"width":809,"height":12}},{"id":"677be49c-323f-409a-8e4d-b6b29c1e6ac3","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":50,"box":{"x":89,"y":733,"width":815,"height":12}},{"id":"d6e0d196-6cf7-4ca6-b52f-aa2bdd15adc4","block_type":"box","text":"government will be considered to be a member of a separate industry. With respect to the iShares Environmentally Aware","page_number":50,"box":{"x":89,"y":748,"width":848,"height":12}},{"id":"7b08ca27-ff85-42d5-88bb-34c7370f95af","block_type":"box","text":"Real Estate ETF’s and iShares Global REIT ETF’s industry classifications, the Fund currently utilizes any one or more of the","page_number":50,"box":{"x":89,"y":763,"width":845,"height":13}},{"id":"eedef6b7-4403-406d-90fa-e3e4de53dff0","block_type":"box","text":"industry sub-classifications used by one or more widely recognized market indexes or rating group indexes, and/or as","page_number":50,"box":{"x":89,"y":778,"width":824,"height":13}},{"id":"2cb78b4c-62d3-4064-a47a-decd8cdcbb1a","block_type":"box","text":"defined by Fund management. The policy also will be interpreted to give broad authority to the iShares Environmentally","page_number":50,"box":{"x":89,"y":793,"width":836,"height":13}},{"id":"f1a34c80-7cae-45ef-954d-b8fcea0ec353","block_type":"box","text":"Aware Real Estate ETF and iShares Global REIT ETF as to how to classify issuers within or among industries.","page_number":50,"box":{"x":88,"y":809,"width":752,"height":12}},{"id":"2c96d3d5-031c-4679-b29b-8c6981e34dbf","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":50,"box":{"x":88,"y":835,"width":844,"height":12}},{"id":"a131df01-a722-4388-bb8d-c48b637411da","block_type":"box","text":"permits the iShares Environmentally Aware Real Estate ETF and iShares Global REIT ETF to borrow money in amounts of up","page_number":50,"box":{"x":89,"y":850,"width":861,"height":13}},{"id":"615c8895-5262-4a9e-8429-3967a872aa9e","block_type":"box","text":"to one-third of the Fund’s total assets from banks for any purpose, and to borrow up to 5% of the Fund’s total assets from","page_number":50,"box":{"x":88,"y":865,"width":855,"height":13}},{"id":"e0115828-3f37-4a35-96ea-bb9622784b67","block_type":"box","text":"43","page_number":50,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"85f718ee-4f59-4894-9057-9fc7c9449a85","block_type":"box","text":"banks or other lenders for temporary purposes. (Each Fund’s total assets include the amounts being borrowed.) To limit the","page_number":51,"box":{"x":89,"y":44,"width":866,"height":12}},{"id":"a5cfea24-480d-403b-a0da-527cf00a7759","block_type":"box","text":"risks attendant to borrowing, the Investment Company Act requires the iShares Environmentally Aware Real Estate ETF and","page_number":51,"box":{"x":89,"y":59,"width":861,"height":12}},{"id":"0d5bcc35-b03e-4905-b91a-c3806e9be598","block_type":"box","text":"iShares Global REIT ETF to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset","page_number":51,"box":{"x":89,"y":74,"width":866,"height":12}},{"id":"a42d36ae-9b25-4906-91b7-60cc330affdb","block_type":"box","text":"coverage means the ratio that the value of the iShares Environmentally Aware Real Estate ETF’s and iShares Global REIT ETF’s","page_number":51,"box":{"x":89,"y":89,"width":875,"height":13}},{"id":"59818c48-2465-4d76-b8cb-f63c47e3ac71","block_type":"box","text":"total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate amount of all","page_number":51,"box":{"x":88,"y":104,"width":841,"height":13}},{"id":"b22ad4f8-ece9-452a-a496-d8c8a5029056","block_type":"box","text":"borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.” Certain trading practices and","page_number":51,"box":{"x":89,"y":119,"width":810,"height":13}},{"id":"1656585f-881a-437a-9a58-b4f6b4a3a505","block_type":"box","text":"investments, such as reverse repurchase agreements, may be considered to be borrowings or involve leverage and thus are","page_number":51,"box":{"x":89,"y":135,"width":859,"height":12}},{"id":"de7a0785-7d0f-43f7-a77f-a44486601e8b","block_type":"box","text":"subject to the Investment Company Act restrictions. In accordance with Rule 18f-4 under the Investment Company Act,","page_number":51,"box":{"x":89,"y":150,"width":836,"height":12}},{"id":"cb2ba7ad-55f0-426a-9690-77da1531aff2","block_type":"box","text":"when the iShares Environmentally Aware Real Estate ETF and iShares Global REIT ETF engage in reverse repurchase","page_number":51,"box":{"x":88,"y":165,"width":807,"height":12}},{"id":"b06d6c95-52aa-4149-98b0-ff6177350aea","block_type":"box","text":"agreements and similar financing transactions, the Fund may either (i) maintain asset coverage of at least 300% with respect","page_number":51,"box":{"x":89,"y":180,"width":876,"height":12}},{"id":"37956bd6-366e-4669-a151-eb45447b5e7a","block_type":"box","text":"to such transactions and any other borrowings in the aggregate, or (ii) treat such transactions as “derivatives transactions”","page_number":51,"box":{"x":88,"y":195,"width":860,"height":12}},{"id":"71737d2c-06ea-480b-893a-eb2e215e6258","block_type":"box","text":"and comply with Rule 18f-4 with respect to such transactions. Short-term credits necessary for the settlement of securities","page_number":51,"box":{"x":89,"y":210,"width":860,"height":13}},{"id":"4471e048-df51-4c7b-ac92-d9e0b43ad03a","block_type":"box","text":"transactions and arrangements with respect to securities lending will not be considered to be borrowings under the policy.","page_number":51,"box":{"x":88,"y":225,"width":858,"height":13}},{"id":"41bf9a0b-5389-4f53-a846-32e998968d1c","block_type":"box","text":"Practices and investments that may involve leverage but are not considered to be borrowings are not subject to the policy.","page_number":51,"box":{"x":89,"y":240,"width":852,"height":13}},{"id":"9e5dfe0e-ed53-442c-ad04-501adc178527","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":51,"box":{"x":88,"y":267,"width":875,"height":12}},{"id":"3c7ad89e-d5ec-45cd-bfc0-a5816cf01d41","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":51,"box":{"x":89,"y":282,"width":876,"height":12}},{"id":"74b00ab9-6af4-4abc-be72-ecf80a99642b","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":51,"box":{"x":89,"y":297,"width":876,"height":12}},{"id":"a27f0339-b29d-450e-8c3d-c0cc5b4ef0c2","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":51,"box":{"x":89,"y":312,"width":788,"height":13}},{"id":"d018dd55-d6f4-4934-b878-8b0a112a768e","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":51,"box":{"x":89,"y":327,"width":813,"height":12}},{"id":"0a8a14ac-037d-49d7-be59-780ffa5b0659","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":51,"box":{"x":89,"y":342,"width":846,"height":13}},{"id":"437dec1c-6c07-43b2-b695-d1467fbd9e7d","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":51,"box":{"x":89,"y":358,"width":854,"height":12}},{"id":"d184a752-b9cb-4c7f-86cd-2f7deaa878fd","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":51,"box":{"x":89,"y":373,"width":822,"height":12}},{"id":"915fb6f1-b349-4b2c-a844-61b7d2de57ce","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":51,"box":{"x":89,"y":388,"width":836,"height":12}},{"id":"9f80f1b4-4def-4804-a366-8ce3404299c2","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":51,"box":{"x":89,"y":403,"width":829,"height":12}},{"id":"8c037a99-8404-4720-957e-38bd24bc6bc4","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":51,"box":{"x":89,"y":418,"width":860,"height":12}},{"id":"d3e06ea7-0847-4a29-80a8-1a01141562e0","block_type":"box","text":"law.","page_number":51,"box":{"x":89,"y":433,"width":25,"height":10}},{"id":"fe184ad9-4d85-4d11-b294-6d50e24d7afd","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":51,"box":{"x":88,"y":460,"width":836,"height":12}},{"id":"7d9e0ea2-4712-4b5c-9306-bf2a4c86f3f5","block_type":"box","text":"prohibit the iShares Environmentally Aware Real Estate ETF and iShares Global REIT ETF from making loans (including","page_number":51,"box":{"x":89,"y":475,"width":823,"height":12}},{"id":"7257f1d3-b265-41bc-acd4-9bb2b46bc7e8","block_type":"box","text":"lending its securities); however, SEC staff interpretations currently prohibit funds from lending more than one-third of their","page_number":51,"box":{"x":89,"y":490,"width":858,"height":12}},{"id":"d368ef9c-a64d-47b7-818a-cfb3ed3bc2d7","block_type":"box","text":"total assets (including lending its securities), except through the purchase of debt obligations or the use of repurchase","page_number":51,"box":{"x":88,"y":505,"width":829,"height":12}},{"id":"b30b4bc7-dbd4-4d29-abb4-0b879bcae6f6","block_type":"box","text":"agreements. In addition, collateral arrangements with respect to options, forward currency and futures transactions and","page_number":51,"box":{"x":89,"y":520,"width":840,"height":12}},{"id":"fb99a0f4-26bb-4a7d-a53b-d013fe7c05f4","block_type":"box","text":"other derivative instruments (as applicable), as well as delays in the settlement of securities transactions, will not be","page_number":51,"box":{"x":89,"y":535,"width":810,"height":13}},{"id":"15388456-4e0e-4276-ade6-84c3d1cff7f8","block_type":"box","text":"considered loans.","page_number":51,"box":{"x":89,"y":550,"width":120,"height":10}},{"id":"5325917c-0852-48d7-bba2-c7b4adb4ac36","block_type":"box","text":"Non-Fundamental Investment Policy of the Funds.","page_number":51,"box":{"x":89,"y":577,"width":360,"height":12}},{"id":"9d1722cd-2827-4800-9748-46cff65e293e","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, each","page_number":51,"box":{"x":89,"y":603,"width":870,"height":13}},{"id":"f6318770-fbe5-4252-8604-3c6621325e1c","block_type":"box","text":"Fund may not purchase shares of any registered open-end investment company or registered unit investment trust, in","page_number":51,"box":{"x":89,"y":618,"width":824,"height":13}},{"id":"f42999be-72c0-42f8-98d8-157463a4d355","block_type":"box","text":"reliance on Section 12(d)(1)(F) or (G) of the Investment Company Act, at any time the Fund has knowledge that its shares","page_number":51,"box":{"x":89,"y":633,"width":855,"height":13}},{"id":"d734f0ba-2080-4ea7-bdfc-c386cde2126c","block_type":"box","text":"are purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section 12(d)(1).","page_number":51,"box":{"x":89,"y":649,"width":878,"height":12}},{"id":"7292ba72-a8b6-43ac-8cc8-3cdde73cd6d6","block_type":"box","text":"The foregoing restriction does not restrict the Fund from acquiring the shares of registered open-end investment companies","page_number":51,"box":{"x":88,"y":664,"width":871,"height":12}},{"id":"1429d39c-723b-4ce2-a07f-b129ba8ae0a4","block_type":"box","text":"to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted, modified or otherwise permitted","page_number":51,"box":{"x":88,"y":679,"width":863,"height":12}},{"id":"9bf224e3-188c-4e85-bd43-6cfa5103366f","block_type":"box","text":"by regulatory authority having jurisdiction, from time to time.","page_number":51,"box":{"x":89,"y":694,"width":427,"height":12}},{"id":"5123c548-34e7-46e1-aa59-52017ca30a42","block_type":"box","text":"Notations Regarding each Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":51,"box":{"x":88,"y":720,"width":656,"height":13}},{"id":"da4b3534-6194-4ab9-9f23-e60630591161","block_type":"box","text":"Unless otherwise indicated, all limitations under each Fund’s fundamental or non-fundamental investment restrictions apply","page_number":51,"box":{"x":89,"y":747,"width":871,"height":12}},{"id":"f3ffb5bc-3af2-4cd5-92fa-50d9f6b14012","block_type":"box","text":"only at the time that a transaction is undertaken. Any change in the percentage of each Fund’s assets invested in certain","page_number":51,"box":{"x":89,"y":762,"width":840,"height":12}},{"id":"8bc47754-80c0-4a53-8502-daa75b66a12a","block_type":"box","text":"securities or other instruments resulting from market fluctuations or other changes in each Fund’s total assets will not","page_number":51,"box":{"x":89,"y":777,"width":829,"height":12}},{"id":"40e69f73-e9df-44ff-b368-2ed095dc1be7","block_type":"box","text":"require the Fund to dispose of an investment.","page_number":51,"box":{"x":89,"y":792,"width":316,"height":13}},{"id":"8ff0e5aa-4bd6-46bb-808c-607bd48ce423","block_type":"box","text":"44","page_number":51,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"7f5c92e3-626e-43a8-b178-c5735cf3fc7a","block_type":"box","text":"Continuous Offering","page_number":52,"box":{"x":90,"y":44,"width":338,"height":30}},{"id":"9008b6d0-8e5c-47f5-b77a-84709229cbc1","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":52,"box":{"x":88,"y":85,"width":821,"height":13}},{"id":"9991d25c-7cf4-4360-946b-d8ca34e82385","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":52,"box":{"x":89,"y":101,"width":873,"height":12}},{"id":"5956bb9a-2d6c-4ccc-93d2-149204b10840","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":52,"box":{"x":89,"y":116,"width":849,"height":12}},{"id":"131dc687-9f82-4ef3-914c-2e36c7188281","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":52,"box":{"x":89,"y":131,"width":849,"height":12}},{"id":"6b42a77e-c3ff-493c-8679-7e7846bd7e75","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":52,"box":{"x":88,"y":146,"width":877,"height":12}},{"id":"8113f855-74d2-42c0-9757-a6d666f75869","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":52,"box":{"x":89,"y":172,"width":860,"height":13}},{"id":"3327e936-c07e-4fdb-b4c6-ae4215e37f41","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":52,"box":{"x":89,"y":188,"width":853,"height":12}},{"id":"1bccc695-92f5-4121-8903-a2a16299544f","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":52,"box":{"x":89,"y":203,"width":868,"height":12}},{"id":"450d979b-847c-4e22-9d2d-6e363279db2a","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":52,"box":{"x":88,"y":218,"width":863,"height":12}},{"id":"93b29094-9803-4be0-823c-4df36f04b357","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":52,"box":{"x":88,"y":233,"width":861,"height":12}},{"id":"d93c71f4-1d7d-4622-b4f3-bc95912f0593","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":52,"box":{"x":89,"y":248,"width":862,"height":12}},{"id":"3a7444c7-6c83-4cfb-bd8c-465f5d5cbddf","block_type":"box","text":"an underwriter.","page_number":52,"box":{"x":89,"y":263,"width":105,"height":10}},{"id":"5c384b8a-43c4-4ff6-b9e9-58ebe97463b6","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":52,"box":{"x":89,"y":290,"width":817,"height":12}},{"id":"103df4c7-b62a-4c99-970f-4b2b42534eb4","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":52,"box":{"x":88,"y":305,"width":858,"height":12}},{"id":"8536807e-b382-43d1-8c27-38c6c8df9f00","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":52,"box":{"x":89,"y":320,"width":875,"height":12}},{"id":"42e31a27-3e9f-48ba-8c4d-d5e47d79d2de","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":52,"box":{"x":88,"y":335,"width":831,"height":12}},{"id":"f4207a24-c07c-49db-ac17-c2712af1f40d","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":52,"box":{"x":89,"y":350,"width":864,"height":12}},{"id":"af8c69c9-60f7-48e6-9fad-7c783da6fbe7","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":52,"box":{"x":88,"y":365,"width":875,"height":12}},{"id":"816588eb-6af9-4e00-9319-fd4f763fda77","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":52,"box":{"x":89,"y":380,"width":845,"height":13}},{"id":"023cbd98-d3fe-4d7b-aa3d-76409fe0060a","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":52,"box":{"x":89,"y":395,"width":412,"height":13}},{"id":"0aad6f9f-c053-4d50-8405-7b414823965c","block_type":"box","text":"Management","page_number":52,"box":{"x":90,"y":427,"width":225,"height":29}},{"id":"6cc462cb-3a66-4aaa-984e-c00c7e633579","block_type":"box","text":"Trustees and Officers.","page_number":52,"box":{"x":88,"y":467,"width":157,"height":10}},{"id":"1ff52d47-63aa-4b6c-ae1c-fd918ecfbc4b","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Funds, including","page_number":52,"box":{"x":254,"y":467,"width":670,"height":13}},{"id":"bda9d329-7a50-4875-a820-4a8b450982ae","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":52,"box":{"x":89,"y":482,"width":875,"height":13}},{"id":"9330687d-89b5-4cd6-ae93-43dda44ed444","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":52,"box":{"x":89,"y":497,"width":817,"height":13}},{"id":"e193dd8d-893f-4df4-b9ee-178a916e92d8","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":52,"box":{"x":89,"y":513,"width":861,"height":12}},{"id":"8c5ed4e6-3594-44e3-999b-317b6ebda721","block_type":"box","text":"Act) of the Trust are referred to as independent trustees (“Independent Trustees”).","page_number":52,"box":{"x":88,"y":528,"width":578,"height":12}},{"id":"17261b8e-deba-4f78-bee6-abafc5b859b8","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":52,"box":{"x":88,"y":554,"width":867,"height":12}},{"id":"359e87c7-1c00-4ff1-9baa-483fa65b7002","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":52,"box":{"x":89,"y":569,"width":857,"height":13}},{"id":"327b87d0-76de-454b-bbed-0199575f2ef9","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":52,"box":{"x":89,"y":584,"width":861,"height":13}},{"id":"09b8d32e-b12a-415a-81ff-185476e2d4bc","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":52,"box":{"x":89,"y":599,"width":869,"height":12}},{"id":"fdca5ba6-0c0b-4ee8-a9cc-7a5cf7df125b","block_type":"box","text":"of the funds within the iShares Complex, which consists of 428 funds as of August 31, 2026. With the exception of Stephen","page_number":52,"box":{"x":89,"y":615,"width":862,"height":12}},{"id":"7935d568-b7b2-4868-b809-6d1806200dd2","block_type":"box","text":"Cohen, Robert S. Kapito and Charles Park, the address of each Trustee and officer is c/o BlackRock, Inc., 400 Howard Street,","page_number":52,"box":{"x":89,"y":630,"width":864,"height":12}},{"id":"aa9c1bcc-aebc-4b04-a763-94c074e9b5a7","block_type":"box","text":"San Francisco, CA 94105. The address of Mr. Kapito and Mr. Park is c/o BlackRock, Inc., 50 Hudson Yards, New York, NY","page_number":52,"box":{"x":88,"y":645,"width":836,"height":12}},{"id":"ba83efdd-68af-4c23-9a56-ed34944212ba","block_type":"box","text":"10001. The address of Mr. Cohen is c/o BlackRock, Inc., Drapers Gardens, 12 Throgmorton Avenue, London EC2N 2DL United","page_number":52,"box":{"x":90,"y":660,"width":877,"height":12}},{"id":"bd2360a4-e293-421a-a436-2044971d3840","block_type":"box","text":"Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information about the Funds’","page_number":52,"box":{"x":89,"y":675,"width":875,"height":12}},{"id":"5c144df2-22e4-4ecd-8fd6-4dd9e01c1ac8","block_type":"box","text":"Trustees and officers may be found in this SAI, which is available without charge, upon request, by calling toll-free 1-800-","page_number":52,"box":{"x":88,"y":690,"width":848,"height":13}},{"id":"a9ab932d-4693-4b50-980e-0573cb17e95a","block_type":"box","text":"iShares (1-800-474-2737).","page_number":52,"box":{"x":89,"y":705,"width":181,"height":13}},{"id":"d06f4a9f-aed1-4414-9025-17a3bd461cfc","block_type":"box","text":"45","page_number":52,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"738206fa-65eb-4924-af29-4e033aec5001","block_type":"box","text":"Interested Trustees","page_number":53,"box":{"x":89,"y":44,"width":138,"height":10}},{"id":"d10e6429-ea99-4045-9a0c-27f0d92cef44","block_type":"box","text":"Name (Year of Birth) Position","page_number":53,"box":{"x":103,"y":84,"width":247,"height":9}},{"id":"8dc95a57-e340-40fd-bb9d-177c930d0fed","block_type":"box","text":"Principal Occupation(s)","page_number":53,"box":{"x":485,"y":74,"width":135,"height":9}},{"id":"f5560128-7fb2-4857-9903-18c9489c8301","block_type":"box","text":"During the Past 5 Years","page_number":53,"box":{"x":486,"y":84,"width":134,"height":9}},{"id":"5c42afb4-6120-48f1-9ec1-0555d04ebeb0","block_type":"box","text":"Other Directorships","page_number":53,"box":{"x":780,"y":74,"width":113,"height":9}},{"id":"aff88612-4754-4d5f-accc-5473e08852c2","block_type":"box","text":"Held by Trustee","page_number":53,"box":{"x":792,"y":84,"width":89,"height":9}},{"id":"ec9300dd-e8bf-4ce4-9f7b-9d36616e6470","block_type":"box","text":"Robert S. 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Also, set forth below is a brief","page_number":56,"box":{"x":89,"y":392,"width":816,"height":12}},{"id":"07e27b30-409b-4449-afbe-1606241de8df","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":56,"box":{"x":89,"y":407,"width":872,"height":12}},{"id":"aa60726c-8c74-4959-81ab-04bccd92862e","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":56,"box":{"x":89,"y":422,"width":383,"height":12}},{"id":"ea6057b5-53ce-41ee-8eea-e8adef5987bb","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":56,"box":{"x":89,"y":448,"width":842,"height":13}},{"id":"9f6aa647-c3af-4a64-ad92-9239d2de61e3","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 serves as","page_number":56,"box":{"x":89,"y":463,"width":818,"height":13}},{"id":"d45aef19-c8a8-4899-bb59-11388ef99c7f","block_type":"box","text":"President of BlackRock, Inc., and is a member of the Global Executive Committee and Chairman of the Global Operating","page_number":56,"box":{"x":89,"y":479,"width":835,"height":12}},{"id":"4cfcf705-9c28-4aeb-9f0a-d5009e665113","block_type":"box","text":"Committee. He is responsible for day-to-day oversight of all BlackRock’s key operating units including Investment Strategies,","page_number":56,"box":{"x":89,"y":494,"width":870,"height":12}},{"id":"c5fa1ed8-9876-4873-8b67-8bf177975395","block_type":"box","text":"Client Businesses, Technology & Operations, and Risk & Quantitative Analysis. Prior to assuming his current responsibilities in","page_number":56,"box":{"x":89,"y":509,"width":877,"height":12}},{"id":"f631d16e-2ac9-4093-a416-4f8587c37dcf","block_type":"box","text":"2007, Mr. Kapito served as Head of BlackRock’s Portfolio Management Group. In this role, he was responsible for overseeing","page_number":56,"box":{"x":89,"y":524,"width":863,"height":12}},{"id":"0d471f03-2a71-4a8e-a7be-796d924423ab","block_type":"box","text":"all portfolio management within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups.","page_number":56,"box":{"x":89,"y":539,"width":872,"height":12}},{"id":"f9dea97b-f403-48ed-a90e-0bf0fe2130e6","block_type":"box","text":"Prior to founding BlackRock in 1988, Mr. Kapito was a Vice President in the Mortgage Products Group at The First Boston","page_number":56,"box":{"x":89,"y":554,"width":846,"height":12}},{"id":"2c2db174-45c0-49f8-9525-ed29f8c8943f","block_type":"box","text":"Corporation. Mr. Kapito serves as a member of the Global Leadership Council at the University of Oxford’s Saïd Business","page_number":56,"box":{"x":89,"y":569,"width":837,"height":13}},{"id":"78066e7a-23b9-4a6b-b001-3ec80859d486","block_type":"box","text":"School. He is President of the Board of Directors for Hope and Heroes Children’s Cancer Fund. He is on the Board of Trustees","page_number":56,"box":{"x":88,"y":584,"width":871,"height":13}},{"id":"7de869e3-0310-4a12-8123-20d148a9eb61","block_type":"box","text":"for the New York City Police Foundation. Mr. Kapito is a former Trustee of the University of Pennsylvania and Chairman of the","page_number":56,"box":{"x":88,"y":599,"width":873,"height":13}},{"id":"e8735528-b5dc-4c8e-b3c6-b6dbbecdc463","block_type":"box","text":"UJA-Federation of New York. He is the recipient of the 2009 Joseph Wharton Leadership Award, the Marine Corps-Law","page_number":56,"box":{"x":89,"y":615,"width":826,"height":12}},{"id":"8c2f230f-7b97-4ca6-9e02-5e7ea2cfb3c7","block_type":"box","text":"Enforcement Foundation’s 2010 Semper Fidelis Award and is a frequent public speaker on best practices in investment","page_number":56,"box":{"x":89,"y":630,"width":828,"height":12}},{"id":"1f5e25c2-a7dd-4711-ab79-acfe407813fc","block_type":"box","text":"management. Mr. Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in","page_number":56,"box":{"x":89,"y":645,"width":840,"height":12}},{"id":"3c4ce8f2-eb5a-48da-a606-58b30bdba7db","block_type":"box","text":"1979, and an MBA degree from Harvard Business School in 1983.","page_number":56,"box":{"x":90,"y":660,"width":454,"height":12}},{"id":"7dbcac1a-ec64-4481-ba4e-216799107ec4","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":56,"box":{"x":88,"y":686,"width":841,"height":13}},{"id":"9fd55992-a7f4-4563-af4e-00f2589dceeb","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":56,"box":{"x":88,"y":702,"width":865,"height":12}},{"id":"6c098fae-d96e-43c0-989b-edb918f3f231","block_type":"box","text":"(UK) Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen,","page_number":56,"box":{"x":89,"y":717,"width":854,"height":12}},{"id":"027c7af9-8d9b-40b5-901d-a6e491eb96d8","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":56,"box":{"x":88,"y":732,"width":869,"height":12}},{"id":"e475a864-cfdc-4af0-811e-e6801b9ec624","block_type":"box","text":"is responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":56,"box":{"x":89,"y":747,"width":856,"height":12}},{"id":"bdff9187-aad2-42c9-ab45-cc980ad0bbc3","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":56,"box":{"x":89,"y":762,"width":846,"height":12}},{"id":"2af6bc80-b026-4dd7-a8d9-e0679f0b1e4b","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":56,"box":{"x":88,"y":777,"width":830,"height":12}},{"id":"a1aaff09-0c5d-4972-9c4e-d01956941218","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":56,"box":{"x":89,"y":792,"width":866,"height":13}},{"id":"768d17f2-c7d3-4f4a-b9f9-607ac04dff7e","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":56,"box":{"x":89,"y":807,"width":857,"height":13}},{"id":"5b42eba1-33c1-4eb0-9e5b-af44da84052d","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":56,"box":{"x":89,"y":822,"width":861,"height":13}},{"id":"c921978b-0b06-4c56-bc8a-6a9450c2d16b","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":56,"box":{"x":89,"y":838,"width":865,"height":12}},{"id":"ca2bc829-462b-4b93-aa18-82b6a792433c","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":56,"box":{"x":89,"y":853,"width":861,"height":12}},{"id":"e4b44551-80f3-4afb-946a-03be778e4472","block_type":"box","text":"49","page_number":56,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"1448f450-023a-437f-b120-db0395671434","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":57,"box":{"x":89,"y":44,"width":845,"height":12}},{"id":"7460a23d-b2a3-4947-9dbc-e54103ef506b","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":57,"box":{"x":89,"y":59,"width":844,"height":12}},{"id":"0fac3d36-976d-46ac-9dc3-e728f1f9a29c","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":57,"box":{"x":88,"y":74,"width":862,"height":12}},{"id":"9bf5e144-49b9-4172-921f-8c6a28882805","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":57,"box":{"x":89,"y":89,"width":410,"height":13}},{"id":"614e8923-4501-463a-a458-37c8559b0eb9","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":57,"box":{"x":88,"y":116,"width":858,"height":12}},{"id":"642896c8-84b7-4187-baf9-5dd7f8a9b8c4","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":57,"box":{"x":89,"y":131,"width":849,"height":12}},{"id":"98647458-75e4-4e29-870c-122143264a3a","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":57,"box":{"x":89,"y":146,"width":830,"height":12}},{"id":"c2e15413-c286-4613-b5e0-e22ec54f5b0a","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":57,"box":{"x":89,"y":161,"width":822,"height":12}},{"id":"663dc538-c851-4319-908f-0f94a3df3f9a","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":57,"box":{"x":89,"y":176,"width":842,"height":13}},{"id":"cef116ad-b635-40c6-a46b-e40a94f854b0","block_type":"box","text":"Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United States.","page_number":57,"box":{"x":89,"y":191,"width":861,"height":13}},{"id":"9dda7ead-edce-4875-b74f-cbf429f7a257","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":57,"box":{"x":89,"y":206,"width":869,"height":13}},{"id":"2595346f-e31b-48a9-b669-aa8bf12476a1","block_type":"box","text":"has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder.","page_number":57,"box":{"x":89,"y":222,"width":618,"height":12}},{"id":"6d416505-90d5-498d-8921-b106f3bd4456","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":57,"box":{"x":88,"y":248,"width":837,"height":12}},{"id":"df46e54c-7a44-4f60-82dc-94627d15c987","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":57,"box":{"x":89,"y":263,"width":819,"height":11}},{"id":"b538d20c-7484-4af0-a862-c30dccd00ca5","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":57,"box":{"x":88,"y":278,"width":832,"height":13}},{"id":"da93afb2-eb1a-428c-95a4-64edd68e9ed0","block_type":"box","text":"served as Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head","page_number":57,"box":{"x":89,"y":293,"width":864,"height":13}},{"id":"a7ecb760-8d48-4a4a-a776-8562838ae14c","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":57,"box":{"x":89,"y":308,"width":867,"height":13}},{"id":"7c158b82-8335-4331-873b-e27fb1a05939","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":57,"box":{"x":89,"y":324,"width":872,"height":12}},{"id":"f9f364c8-4df9-483f-8063-dab51a0e2c78","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":57,"box":{"x":89,"y":339,"width":835,"height":12}},{"id":"c846f540-cb34-4f4a-a723-4f26ebba5c22","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":57,"box":{"x":89,"y":354,"width":869,"height":12}},{"id":"8fda9763-cefe-4a92-8b49-3df0bbfd4601","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":57,"box":{"x":89,"y":369,"width":852,"height":12}},{"id":"b069e172-00d0-4798-a582-e1984f5a1c58","block_type":"box","text":"and as Chair of the Audit Committee since 2020. Ms. Carlin has also served as a Director on the Board of the Mutual Fund","page_number":57,"box":{"x":89,"y":384,"width":850,"height":10}},{"id":"12bae255-f6b1-43fd-9dae-3185588d4eb3","block_type":"box","text":"Directors Forum since 2019. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018, Chair of the","page_number":57,"box":{"x":89,"y":399,"width":808,"height":11}},{"id":"b9b1df2f-9679-4b35-a277-f3285db731d5","block_type":"box","text":"Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH Corporation","page_number":57,"box":{"x":89,"y":414,"width":878,"height":13}},{"id":"cf19953d-00c8-4a50-a237-d9d0e753b924","block_type":"box","text":"from 2012 to 2018. She previously served as a Director on the Boards of Astoria Financial Corporation and Astoria Bank. Ms.","page_number":57,"box":{"x":88,"y":429,"width":867,"height":13}},{"id":"8e2ceefd-fb07-452b-8b94-0c50dfd4b5db","block_type":"box","text":"Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council for Critical","page_number":57,"box":{"x":89,"y":445,"width":808,"height":12}},{"id":"52a6f964-aca3-4b05-a6fe-da07698fb30f","block_type":"box","text":"Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice Chair and","page_number":57,"box":{"x":89,"y":460,"width":848,"height":12}},{"id":"627f41d3-b64d-4be9-86fa-ebc39aaff355","block_type":"box","text":"Chair of the Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from State","page_number":57,"box":{"x":89,"y":475,"width":810,"height":12}},{"id":"47f276a1-f4e5-456e-86e3-a0754e1ecadd","block_type":"box","text":"University of New York at Stony Brook and a JD degree from Benjamin N. Cardozo School of Law.","page_number":57,"box":{"x":89,"y":490,"width":672,"height":12}},{"id":"43832746-2db9-4692-8050-894b4fb2a973","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":57,"box":{"x":89,"y":516,"width":866,"height":13}},{"id":"81c66dc8-6b97-4da6-814f-3c7032ae3407","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":57,"box":{"x":89,"y":531,"width":869,"height":13}},{"id":"41da5868-b29f-4c69-b016-54f4f263bbb6","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":57,"box":{"x":89,"y":547,"width":864,"height":12}},{"id":"f16ba231-0ee2-4fdb-9f34-3d21812ab461","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":57,"box":{"x":89,"y":562,"width":878,"height":12}},{"id":"07464afa-062f-4290-a6ce-e8c3a357f8e9","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":57,"box":{"x":89,"y":577,"width":868,"height":12}},{"id":"8dd9edea-83e0-4a9d-87d9-b354047d5555","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":57,"box":{"x":89,"y":592,"width":837,"height":12}},{"id":"4964367c-7a67-4410-8f29-b0027cf279dd","block_type":"box","text":"Andersen LLP, where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani","page_number":57,"box":{"x":88,"y":607,"width":876,"height":12}},{"id":"9f21238c-50b9-4c28-8672-8cd462548d61","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":57,"box":{"x":89,"y":622,"width":843,"height":12}},{"id":"222e543b-570a-4287-a8c8-bd951b8d1411","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":57,"box":{"x":88,"y":637,"width":866,"height":13}},{"id":"1acda3e6-0491-455b-bcf2-e7da2e3a1ce8","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":57,"box":{"x":89,"y":652,"width":871,"height":13}},{"id":"190b5d1a-392e-4e00-9cd5-6e6fea472e20","block_type":"box","text":"degree in Accounting from LaSalle University.","page_number":57,"box":{"x":89,"y":668,"width":316,"height":12}},{"id":"e642492b-5b4d-44e9-af04-40d55e249001","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":57,"box":{"x":89,"y":694,"width":866,"height":12}},{"id":"73188239-8124-4eb4-ad96-8cb598dd5300","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":57,"box":{"x":89,"y":709,"width":867,"height":12}},{"id":"3b5b1275-9fdc-4e06-bf14-ef113477238a","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":57,"box":{"x":89,"y":724,"width":854,"height":13}},{"id":"224bd415-453e-4b59-ad38-5ef6f3b811d3","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":57,"box":{"x":89,"y":739,"width":850,"height":13}},{"id":"174dbd09-4dde-40f5-9d04-111bd18fb824","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":57,"box":{"x":90,"y":754,"width":851,"height":13}},{"id":"0b9c5349-2de8-439a-b177-4de4f752c383","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":57,"box":{"x":89,"y":770,"width":856,"height":11}},{"id":"e97bcdf7-6278-4616-95ec-9fa0a7c9f89e","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":57,"box":{"x":89,"y":785,"width":863,"height":12}},{"id":"4cb43de1-c662-4f99-9166-b17a5ac878a8","block_type":"box","text":"Accountant (inactive).","page_number":57,"box":{"x":88,"y":800,"width":156,"height":12}},{"id":"6e7eec71-608e-4990-b6bd-2b0a000e556e","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":57,"box":{"x":88,"y":826,"width":867,"height":11}},{"id":"24661db5-69fb-47c9-a427-b1ae8cd50f58","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":57,"box":{"x":89,"y":841,"width":857,"height":12}},{"id":"f338c88f-06c5-4f54-8d88-0b4cb42ca812","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":57,"box":{"x":89,"y":856,"width":856,"height":13}},{"id":"9c76f51f-42f2-438a-a0ea-ea9f5a935452","block_type":"box","text":"50","page_number":57,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"701b7a76-3bcc-49b4-8055-760c04ef69f3","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":58,"box":{"x":89,"y":44,"width":850,"height":12}},{"id":"aa8db425-154e-442f-b087-d3f484db6f83","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":58,"box":{"x":89,"y":59,"width":850,"height":12}},{"id":"06b3af69-1887-4fd3-8e45-961b5f22bf4e","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":58,"box":{"x":88,"y":74,"width":840,"height":12}},{"id":"cd21475d-4cf2-4a0e-82f1-9bf7b6c1c6c1","block_type":"box","text":"Committee Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving","page_number":58,"box":{"x":89,"y":89,"width":877,"height":13}},{"id":"18159fa2-2b25-453e-b800-fdb40b55edb3","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":58,"box":{"x":89,"y":104,"width":856,"height":13}},{"id":"595632d1-1d45-4050-93c6-69abecbae112","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":58,"box":{"x":89,"y":119,"width":838,"height":13}},{"id":"983e61b8-a821-4d97-bc9e-b9a45ab28d1e","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":58,"box":{"x":89,"y":135,"width":867,"height":12}},{"id":"4f476a89-716e-4e2e-af39-34bbf970e4e8","block_type":"box","text":"is the author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management","page_number":58,"box":{"x":89,"y":150,"width":867,"height":12}},{"id":"d249c3ab-c3a1-41f8-9a4f-9b406aa03e75","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":58,"box":{"x":89,"y":165,"width":850,"height":12}},{"id":"dc3ab52a-f797-4a32-8117-74c2e12068e9","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":58,"box":{"x":89,"y":180,"width":860,"height":12}},{"id":"3bafd3ce-c2b8-45d5-905a-80fc1dcc2b00","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":58,"box":{"x":89,"y":195,"width":865,"height":12}},{"id":"7af3323c-b3a4-43a3-bd5b-e432d7971798","block_type":"box","text":"Los Angeles.","page_number":58,"box":{"x":89,"y":210,"width":87,"height":13}},{"id":"d6aa2efe-e460-4626-84fd-982a83b95376","block_type":"box","text":"Drew E. Lawton has been a Trustee of the Trust since 2017 and Chair of the Fixed Income Plus Committee of the Trust since","page_number":58,"box":{"x":89,"y":237,"width":865,"height":9}},{"id":"9323dba2-4864-4396-a014-02e294d735e1","block_type":"box","text":"2025. Mr. Lawton has also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust, and Chair of the Fixed","page_number":58,"box":{"x":89,"y":252,"width":839,"height":11}},{"id":"e263e340-3644-44f1-a3b5-8ed8dd1c9ba4","block_type":"box","text":"Income Plus Committee of each Board since 2025. Mr. Lawton also served as an Advisory Board Member of the Trust,","page_number":58,"box":{"x":89,"y":267,"width":821,"height":12}},{"id":"4a2aee8d-2c50-4b68-a6cd-ffb586c6a56b","block_type":"box","text":"iShares, Inc. and iShares U.S. ETF Trust from 2016 to 2017. Mr. Lawton served as Director of Principal Funds, Inc., Principal","page_number":58,"box":{"x":89,"y":282,"width":848,"height":12}},{"id":"2c07e326-2fb6-4194-84b2-393b9378d7cb","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":58,"box":{"x":88,"y":297,"width":870,"height":12}},{"id":"a3f45385-7935-403e-af93-c7e3c4aab03f","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":58,"box":{"x":89,"y":312,"width":839,"height":13}},{"id":"ad65c416-3247-4538-9900-4f972cf14946","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":58,"box":{"x":89,"y":327,"width":846,"height":13}},{"id":"e6cc6261-871c-460b-aaa0-582e1f441462","block_type":"box","text":"Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr.","page_number":58,"box":{"x":88,"y":342,"width":844,"height":13}},{"id":"51541095-0883-4593-9837-a3ad0f2b9c6f","block_type":"box","text":"Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity","page_number":58,"box":{"x":89,"y":358,"width":804,"height":12}},{"id":"dd04d104-a7cc-48bf-90c6-a605f417815b","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":58,"box":{"x":89,"y":373,"width":859,"height":12}},{"id":"4995e950-8d56-43e5-8433-553af74b9cfe","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":58,"box":{"x":89,"y":388,"width":806,"height":12}},{"id":"4d0d4e2c-4982-4f4c-9438-3fcf031bfbfb","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":58,"box":{"x":88,"y":414,"width":863,"height":13}},{"id":"77fd747d-ab6c-4765-9ad0-da484bd10179","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":58,"box":{"x":89,"y":429,"width":877,"height":12}},{"id":"183d7fe5-7cbf-4c53-979b-a86fd8a59621","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":58,"box":{"x":89,"y":445,"width":877,"height":12}},{"id":"1de3cc7b-17b3-443e-89cd-c76703628a4e","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":58,"box":{"x":89,"y":460,"width":852,"height":12}},{"id":"57b14b32-272c-4a8d-bc21-2dea6911b5fd","block_type":"box","text":"consulting services to this privately held firm that develops products and strategies for homeowners in managing the equity","page_number":58,"box":{"x":89,"y":475,"width":868,"height":12}},{"id":"3d7e9e45-ee8f-4c5e-b2c0-0a431d6ebe6c","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":58,"box":{"x":89,"y":490,"width":825,"height":11}},{"id":"93457113-40a8-478a-b282-7f2f82100ba4","block_type":"box","text":"previously served as Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight","page_number":58,"box":{"x":89,"y":505,"width":836,"height":12}},{"id":"86232d53-319f-4849-bc61-546edf9d511f","block_type":"box","text":"representing BGI’s shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide","page_number":58,"box":{"x":89,"y":520,"width":817,"height":12}},{"id":"caeb2cfd-f0d0-44c0-8e54-ed6f6587b967","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":58,"box":{"x":89,"y":535,"width":848,"height":13}},{"id":"da7192e2-bb58-4366-af06-00a0306c95ef","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":58,"box":{"x":89,"y":550,"width":867,"height":13}},{"id":"46fae4d0-64ea-4739-bbb2-f6951bb71b50","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":58,"box":{"x":89,"y":565,"width":840,"height":12}},{"id":"e9f67f14-0f14-4c99-a925-f0acdce1239c","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":58,"box":{"x":88,"y":581,"width":853,"height":12}},{"id":"6f45a76d-3f8c-477e-a77e-01841ece9452","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":58,"box":{"x":89,"y":596,"width":866,"height":12}},{"id":"ecddc76c-c50c-49cc-b255-8fc7b67bf935","block_type":"box","text":"University of Chicago Booth School of Business.","page_number":58,"box":{"x":89,"y":611,"width":333,"height":12}},{"id":"017718bc-1bb0-4315-b36b-644247acc64f","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":58,"box":{"x":89,"y":637,"width":866,"height":13}},{"id":"7f8c197d-9cea-487d-8da6-536e477e3cca","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":58,"box":{"x":88,"y":652,"width":854,"height":13}},{"id":"4096091c-0bf7-437a-ab9c-a8d0c92ef352","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":58,"box":{"x":89,"y":668,"width":869,"height":12}},{"id":"6d9fe36e-1b6e-4679-916c-249c58e4f591","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":58,"box":{"x":89,"y":683,"width":858,"height":12}},{"id":"ffb2a688-6d42-4482-a2cb-e3ebede6f5e4","block_type":"box","text":"the University of Chicago Booth School of Business and Chief Global Strategist of the University of Chicago. He served as","page_number":58,"box":{"x":88,"y":698,"width":843,"height":12}},{"id":"87dd10d5-b9fa-43d4-bd63-2ee7d4bf2f77","block_type":"box","text":"Chair of the Board for the Center for Research in Security Prices, LLC, an affiliate of the University of Chicago Booth School of","page_number":58,"box":{"x":89,"y":713,"width":873,"height":12}},{"id":"f88a88d1-f65b-48f8-badd-d2bbed57234f","block_type":"box","text":"Business, from 2020 to 2026. Mr. Rajan has served on the Advisory Board of C.M. Capital Corporation since 2016, as a","page_number":58,"box":{"x":89,"y":728,"width":820,"height":12}},{"id":"48ea5116-4db0-4e74-b426-f6c1b2a368a0","block_type":"box","text":"Director of C.M. Capital Corporation since 2020, and as a director of WellBe Senior Medical since 2023. From 2001 to 2017,","page_number":58,"box":{"x":89,"y":743,"width":854,"height":12}},{"id":"18071709-e083-4a22-9e44-f09479ad3f6e","block_type":"box","text":"Mr. Rajan was the Robert K. Jaedicke Professor of Accounting at the Stanford University Graduate School of Business. In April","page_number":58,"box":{"x":89,"y":758,"width":871,"height":13}},{"id":"60f59040-2ef4-4d6c-bdf1-6ed6bccfeb73","block_type":"box","text":"2017, he received the school’s Robert T. Davis Award for Lifetime Achievement and Service. He has taught accounting for","page_number":58,"box":{"x":89,"y":773,"width":845,"height":13}},{"id":"c441935c-bc78-4961-8130-b33d7a782535","block_type":"box","text":"over 25 years to undergraduate, MBA and law students, as well as to senior executives. From 2010 to 2016, Mr. Rajan served","page_number":58,"box":{"x":89,"y":788,"width":867,"height":13}},{"id":"04b4de9a-e959-4dae-88a9-c9af10979393","block_type":"box","text":"as the Senior Associate Dean for Academic Affairs and head of the MBA Program at the Stanford University Graduate School","page_number":58,"box":{"x":89,"y":804,"width":871,"height":12}},{"id":"33588d0d-8ad6-4b73-baf7-95e919c9385a","block_type":"box","text":"of Business. Mr. Rajan served as editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost Accounting:","page_number":58,"box":{"x":89,"y":819,"width":876,"height":12}},{"id":"da906480-72b2-4e14-b31b-48108e2b66cc","block_type":"box","text":"A Managerial Emphasis,” a leading cost accounting textbook. From 2013 to 2018, Mr. Rajan served on the Board of Directors","page_number":58,"box":{"x":88,"y":834,"width":871,"height":12}},{"id":"daa1865b-d25d-4de1-97db-352ab9a36996","block_type":"box","text":"of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon","page_number":58,"box":{"x":89,"y":849,"width":820,"height":12}},{"id":"37d8b3ee-3e55-4fe2-a57b-2567ef96d0bf","block_type":"box","text":"University.","page_number":58,"box":{"x":89,"y":865,"width":70,"height":11}},{"id":"8a1539a8-1fdc-4c65-8f72-1c935a175386","block_type":"box","text":"51","page_number":58,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"18fe9baf-54aa-4a25-88b4-e8bd1e4f795b","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":59,"box":{"x":89,"y":44,"width":417,"height":12}},{"id":"db5eb834-2e18-4421-9c97-0e952ac3a684","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":59,"box":{"x":89,"y":70,"width":867,"height":13}},{"id":"75226957-ae26-434b-b614-a008234eb7ee","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":59,"box":{"x":89,"y":85,"width":855,"height":13}},{"id":"287d3169-9324-4bbd-bba2-26f3fb1dcb7b","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":59,"box":{"x":89,"y":101,"width":847,"height":12}},{"id":"b2bf1084-daff-431b-99c1-744b3b0caef6","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":59,"box":{"x":89,"y":116,"width":842,"height":12}},{"id":"16b82079-4eac-4518-84ce-018c3b72ebf0","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":59,"box":{"x":89,"y":131,"width":872,"height":12}},{"id":"96bdcee9-2e9f-412a-892d-25f2850c3031","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":59,"box":{"x":89,"y":146,"width":829,"height":12}},{"id":"c7c2af4d-cdec-421c-9601-c5b87238b71f","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":59,"box":{"x":89,"y":161,"width":819,"height":12}},{"id":"cb090a3d-9ee8-4366-b80b-7404addc8b19","block_type":"box","text":"providers to the Trust.","page_number":59,"box":{"x":89,"y":176,"width":153,"height":13}},{"id":"c6762358-fba7-4afc-a23e-8a0dd2123ec7","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":59,"box":{"x":88,"y":203,"width":871,"height":12}},{"id":"ddecfdd2-1d79-4ded-96ab-6542ad37cb2c","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":59,"box":{"x":89,"y":218,"width":872,"height":12}},{"id":"6c844902-8f92-4e62-87e4-ee4f3b973b41","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":59,"box":{"x":89,"y":233,"width":865,"height":12}},{"id":"d3131c98-8c0d-449d-a677-cbd9c88a5f0c","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":59,"box":{"x":89,"y":248,"width":863,"height":12}},{"id":"f2405d51-9bdf-42f0-918b-4e859181ddb7","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":59,"box":{"x":89,"y":263,"width":803,"height":12}},{"id":"bb6e808e-5c56-4224-9a07-b0a8a4914617","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":59,"box":{"x":89,"y":278,"width":862,"height":13}},{"id":"9b45f397-44a7-4964-abc8-411f4a6646df","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":59,"box":{"x":88,"y":293,"width":863,"height":13}},{"id":"3cb2152c-07f2-44f4-9e35-ba3833aae427","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":59,"box":{"x":88,"y":308,"width":857,"height":13}},{"id":"16992efe-7f3b-4b94-b747-a4414ce6ff36","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":59,"box":{"x":89,"y":324,"width":816,"height":12}},{"id":"6803cb76-7cce-4132-9ca0-fe8abad0ebfb","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":59,"box":{"x":89,"y":339,"width":877,"height":12}},{"id":"4774caf3-04c0-4540-ada3-436b942b5e92","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":59,"box":{"x":89,"y":354,"width":824,"height":12}},{"id":"04a2820c-7f85-4c37-9bc5-2e54ad4cded0","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":59,"box":{"x":89,"y":369,"width":862,"height":12}},{"id":"f92fd928-0e90-4106-927f-8bf86b1315a0","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":59,"box":{"x":88,"y":384,"width":798,"height":12}},{"id":"77a4dbff-cf5c-4fe4-86c2-bda68176f07a","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":59,"box":{"x":89,"y":399,"width":823,"height":13}},{"id":"5f60dfea-4b02-4be5-93c6-bad3eaa644fc","block_type":"box","text":"enhance effective oversight.","page_number":59,"box":{"x":89,"y":414,"width":194,"height":13}},{"id":"bd3df4eb-d278-46eb-8e6e-dedc97372bec","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":59,"box":{"x":89,"y":441,"width":866,"height":12}},{"id":"17f86f00-b4d4-48bf-8028-f78d760e85b8","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":59,"box":{"x":88,"y":456,"width":845,"height":12}},{"id":"009d7df1-c9ea-4b1b-bcc7-e72acf60dde8","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":59,"box":{"x":89,"y":471,"width":836,"height":12}},{"id":"4b21c48c-7e1c-4ae9-a6d3-21ad4bdf8d46","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":59,"box":{"x":89,"y":486,"width":813,"height":12}},{"id":"8abf8d53-0136-48bb-957f-89967fcb20bd","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":59,"box":{"x":89,"y":501,"width":860,"height":13}},{"id":"cda79608-30b2-4c1a-9d3c-6f6dd5cfcfd7","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":59,"box":{"x":89,"y":516,"width":831,"height":13}},{"id":"7c6eea63-58a6-4963-abbe-9c23a538c10a","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":59,"box":{"x":89,"y":531,"width":824,"height":13}},{"id":"62e2494a-6ba3-4784-962c-b0dd65ab8505","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":59,"box":{"x":89,"y":547,"width":828,"height":12}},{"id":"4b838840-8d25-407b-aeba-bd93135f2aa6","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":59,"box":{"x":89,"y":562,"width":874,"height":12}},{"id":"f84765b2-410c-49d9-bf93-00525695467b","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":59,"box":{"x":89,"y":577,"width":871,"height":12}},{"id":"09dba3d9-eca8-43ed-adf3-b4de57508ea1","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":59,"box":{"x":89,"y":592,"width":858,"height":12}},{"id":"7b342888-8327-4321-a3ee-fb7d74eed6dc","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":59,"box":{"x":88,"y":607,"width":848,"height":12}},{"id":"ff0df051-a67e-4c31-b9dc-c79f6b50d0d7","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":59,"box":{"x":89,"y":622,"width":853,"height":12}},{"id":"0863746e-fc43-4b9c-a3f0-485d6497fb2b","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":59,"box":{"x":88,"y":637,"width":864,"height":13}},{"id":"f9ab29bd-7cbb-41e7-9d60-60615b1a573b","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":59,"box":{"x":89,"y":652,"width":850,"height":13}},{"id":"16d57852-ea95-48a0-86f5-fac85790525a","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":59,"box":{"x":89,"y":668,"width":824,"height":12}},{"id":"11870cbc-7b15-49b8-8e75-56147337d1c1","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting each Fund, and addresses them in","page_number":59,"box":{"x":89,"y":683,"width":841,"height":12}},{"id":"006bb0c6-6026-4fe8-a69d-2e0bbbe2cbaa","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Funds’ independent registered public","page_number":59,"box":{"x":89,"y":698,"width":849,"height":12}},{"id":"0c49ff94-8773-4895-8ae7-792af94a4b88","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":59,"box":{"x":89,"y":713,"width":867,"height":12}},{"id":"0368ac56-ab89-451e-9e4d-5e56499efff0","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":59,"box":{"x":89,"y":728,"width":876,"height":12}},{"id":"d7ade4e9-b608-4f3a-b6d1-15ccf0301503","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":59,"box":{"x":88,"y":743,"width":783,"height":12}},{"id":"0934cff7-f69f-4c64-95dc-85b0a48dbbb3","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":59,"box":{"x":89,"y":758,"width":821,"height":13}},{"id":"62bb4264-5443-4115-824b-f9b84354a972","block_type":"box","text":"oversight role does not make it a guarantor of the Funds’ investment performance or other activities.","page_number":59,"box":{"x":89,"y":773,"width":704,"height":13}},{"id":"27727280-6e28-4c6d-bc69-1454749c1e0e","block_type":"box","text":"Committees of the Board of Trustees.","page_number":59,"box":{"x":89,"y":800,"width":268,"height":10}},{"id":"bec8acc9-5fc9-4caf-bfc9-83aef44560f0","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":59,"box":{"x":366,"y":800,"width":555,"height":12}},{"id":"9c54c272-5b5f-4044-81fc-dd55acf7ca7b","block_type":"box","text":"Fagnani (Co-Chair from January 1, 2025 to June 30, 2025) and John E. Martinez, each of whom is an Independent Trustee.","page_number":59,"box":{"x":89,"y":815,"width":848,"height":12}},{"id":"b73e927e-9e23-4b91-a7f8-62f11a066033","block_type":"box","text":"The purposes of the Audit Committee are to assist the Board (i) in its oversight of the Trust’s accounting and financial","page_number":59,"box":{"x":88,"y":830,"width":824,"height":12}},{"id":"e6308f1d-9a1a-4957-9478-7e0a13b13127","block_type":"box","text":"reporting principles and policies and related controls and procedures maintained by or on behalf of the Trust; (ii) in its","page_number":59,"box":{"x":89,"y":845,"width":824,"height":12}},{"id":"00cee73d-73d7-48dd-8d10-395e8527932b","block_type":"box","text":"oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where","page_number":59,"box":{"x":89,"y":860,"width":829,"height":13}},{"id":"2f32cad4-6fce-4061-9ec8-2d1c01ffc6e9","block_type":"box","text":"52","page_number":59,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"231b57a7-5fb2-4103-a204-84b228178f2a","block_type":"box","text":"deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed","page_number":60,"box":{"x":89,"y":44,"width":856,"height":12}},{"id":"1669eb44-1486-485b-b4b4-9f9b3e430501","block_type":"box","text":"for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in","page_number":60,"box":{"x":88,"y":59,"width":871,"height":12}},{"id":"dd278035-17fa-479f-83b7-b9a296754f84","block_type":"box","text":"complying with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal","page_number":60,"box":{"x":89,"y":74,"width":829,"height":12}},{"id":"5a4e7bcb-00cb-42c3-85b5-9945f06851c5","block_type":"box","text":"controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by","page_number":60,"box":{"x":89,"y":89,"width":873,"height":13}},{"id":"09dbd4e4-15c5-4339-831a-0d426b482134","block_type":"box","text":"the Board. The Audit Committee met five times during the fiscal year ended April 30, 2026.","page_number":60,"box":{"x":88,"y":104,"width":635,"height":13}},{"id":"b2e259a6-1900-4fcd-ae7d-c5881dace0f6","block_type":"box","text":"The members of the Nominating and Governance Committee are Madhav V. Rajan (Chair), Richard L. Fagnani and Laura F.","page_number":60,"box":{"x":88,"y":131,"width":857,"height":12}},{"id":"ee585589-d071-4ec8-94a1-4aa87fba39fb","block_type":"box","text":"Fergerson, each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for","page_number":60,"box":{"x":89,"y":146,"width":869,"height":12}},{"id":"5eaebd0b-1d89-4c59-8fee-aa6040ad2ce8","block_type":"box","text":"Independent Trustee membership on the Board and recommends appointments to the Advisory Board. The Nominating and","page_number":60,"box":{"x":89,"y":161,"width":870,"height":12}},{"id":"c7172649-73a8-4796-b9ef-e797d3468605","block_type":"box","text":"Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person","page_number":60,"box":{"x":89,"y":176,"width":866,"height":13}},{"id":"a780a13d-ca11-4471-a68d-fe1b5884b8f0","block_type":"box","text":"properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the Board and current","page_number":60,"box":{"x":89,"y":191,"width":792,"height":13}},{"id":"d294d987-6ca1-4c0a-be3b-5ce2af9ad7ce","block_type":"box","text":"Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and current Independent","page_number":60,"box":{"x":89,"y":206,"width":845,"height":13}},{"id":"e9a9a5eb-4b69-4cef-abbd-a7393120eb9c","block_type":"box","text":"Trustees and/or for election as Independent Trustees by shareholders to fill any vacancy for a position of Independent","page_number":60,"box":{"x":88,"y":222,"width":826,"height":12}},{"id":"939c6697-e4c6-4bb5-a0e5-da15517d2143","block_type":"box","text":"Trustee(s) on the Board; (iii) recommending to the Board and current Independent Trustees the size and composition of the","page_number":60,"box":{"x":88,"y":237,"width":866,"height":12}},{"id":"d625f177-9da9-46bc-806d-5ba41df32b45","block_type":"box","text":"Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current","page_number":60,"box":{"x":89,"y":252,"width":857,"height":12}},{"id":"621ee813-d59d-42de-b64e-0a89a14f4f1d","block_type":"box","text":"Independent Trustee to the Board and current Independent Trustees to serve as Board Chair; (v) periodic review of the","page_number":60,"box":{"x":89,"y":267,"width":826,"height":12}},{"id":"b50583d8-dfee-4b4e-b127-fb94548085cf","block_type":"box","text":"Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Trustees for","page_number":60,"box":{"x":89,"y":282,"width":845,"height":12}},{"id":"7d42678a-3137-47f6-8ba2-9ef2c4f358d6","block_type":"box","text":"their services as Trustees, members or chairpersons of committees of the Board, Board Chair and any other positions as the","page_number":60,"box":{"x":88,"y":297,"width":865,"height":12}},{"id":"7b51b4fc-0945-4350-83c8-a2e610f549c8","block_type":"box","text":"Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee does not","page_number":60,"box":{"x":89,"y":312,"width":830,"height":13}},{"id":"790c4776-fce5-434c-b573-37f17ceb29e7","block_type":"box","text":"consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any","page_number":60,"box":{"x":89,"y":327,"width":856,"height":13}},{"id":"fab43768-f0a8-42fd-9024-ee5ce7b505a9","block_type":"box","text":"other capacity). The Nominating and Governance Committee met two times during the fiscal year ended April 30, 2026.","page_number":60,"box":{"x":89,"y":342,"width":838,"height":13}},{"id":"b8f1c07c-2fe8-4dab-87a5-cf8aad506bea","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":60,"box":{"x":89,"y":369,"width":831,"height":12}},{"id":"5ffb6278-2b5e-484a-94fc-13b4ddbdfee9","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":60,"box":{"x":89,"y":384,"width":865,"height":12}},{"id":"ebfcbf8d-3829-47d6-a390-c3c4f9ffef7b","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":60,"box":{"x":88,"y":399,"width":823,"height":13}},{"id":"95890bb0-33d0-4d53-a04e-d4514f6eef88","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":60,"box":{"x":89,"y":414,"width":877,"height":13}},{"id":"69e6b077-15eb-4154-96b1-bc80ccf15068","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":60,"box":{"x":88,"y":429,"width":861,"height":13}},{"id":"10e1ef8c-4dfa-4072-9d3b-20e829386b4a","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":60,"box":{"x":89,"y":445,"width":868,"height":12}},{"id":"0f465f2e-73ba-456d-b04d-15dd76c40719","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":60,"box":{"x":89,"y":460,"width":847,"height":12}},{"id":"556f5977-9e59-4789-b0c0-c09832378b6e","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended April 30, 2026.","page_number":60,"box":{"x":88,"y":475,"width":604,"height":12}},{"id":"b35ab06f-1b85-435f-b039-c609645da354","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":60,"box":{"x":88,"y":501,"width":837,"height":13}},{"id":"c62c2ba3-ead9-4356-a086-e5a6339984a4","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":60,"box":{"x":89,"y":516,"width":868,"height":13}},{"id":"7d982d7c-2765-49e1-93b2-75224b922c91","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":60,"box":{"x":89,"y":531,"width":840,"height":13}},{"id":"9d71e6d1-65d3-4303-adcc-96a137001c4d","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":60,"box":{"x":88,"y":547,"width":819,"height":12}},{"id":"6cc99dba-8509-4a7f-8395-578a5fceeba4","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":60,"box":{"x":89,"y":562,"width":877,"height":12}},{"id":"f521a2bb-ea34-49ad-b065-06790a70b153","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":60,"box":{"x":89,"y":577,"width":854,"height":12}},{"id":"a62203b3-e8ca-494e-b346-80cf366e6e71","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":60,"box":{"x":89,"y":592,"width":869,"height":12}},{"id":"8d2961c0-54e6-42eb-a2ad-dd996d323db0","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":60,"box":{"x":89,"y":607,"width":855,"height":12}},{"id":"4e78496f-8c8e-4e8d-abad-c358d5d37ebb","block_type":"box","text":"Trust’s agreement with the securities lending agent. The Securities Lending Committee met five times during the fiscal year","page_number":60,"box":{"x":88,"y":622,"width":865,"height":12}},{"id":"0ffd9a27-d9d1-4a73-b8a5-a7ef99f915ef","block_type":"box","text":"ended April 30, 2026.","page_number":60,"box":{"x":89,"y":637,"width":148,"height":13}},{"id":"5ad2bb4c-3334-475b-a518-6375949d1883","block_type":"box","text":"The members of the Equity Plus Committee are John E. Martinez (Chair), Jane D. Carlin and Richard L. Fagnani, each of whom","page_number":60,"box":{"x":88,"y":664,"width":875,"height":12}},{"id":"8b133a9a-5f49-47ec-8f10-2559888093ee","block_type":"box","text":"is an Independent Trustee. The principal responsibilities of the Equity Plus Committee are to support, oversee and organize on","page_number":60,"box":{"x":89,"y":679,"width":878,"height":12}},{"id":"fe836a7d-cfe7-4c88-992b-82d6f75c6dc1","block_type":"box","text":"behalf of the Board the process for oversight of Trust performance and related matters for equity funds. These responsibilities","page_number":60,"box":{"x":89,"y":694,"width":878,"height":12}},{"id":"621b21dc-1a05-4ee9-9c79-7df88710b797","block_type":"box","text":"include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to","page_number":60,"box":{"x":89,"y":709,"width":866,"height":12}},{"id":"08b8b91d-8caf-4066-b971-793474e8c961","block_type":"box","text":"identify any matters that should be brought to the attention of the Board; and (ii) considering any performance or investment","page_number":60,"box":{"x":89,"y":724,"width":877,"height":13}},{"id":"f72aa82f-92c3-4e96-aa7d-d752aa78a2e8","block_type":"box","text":"related matters as may be delegated to the Committee by the Board from time to time and providing a report or","page_number":60,"box":{"x":89,"y":739,"width":781,"height":13}},{"id":"bc7084e0-6d44-4b50-a391-dba6832457e1","block_type":"box","text":"recommendation to the Board as appropriate. The Equity Plus Committee met four times during the fiscal year ended April","page_number":60,"box":{"x":89,"y":754,"width":857,"height":13}},{"id":"abfb509f-ffa1-40ef-8f85-d606a801a4ef","block_type":"box","text":"30, 2026.","page_number":60,"box":{"x":89,"y":770,"width":63,"height":11}},{"id":"9c7345cc-f243-49d6-b067-fcc74979e7e8","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":60,"box":{"x":88,"y":796,"width":880,"height":12}},{"id":"59946854-48b1-4504-bdbd-3a35ac496b3a","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":60,"box":{"x":88,"y":811,"width":862,"height":12}},{"id":"9d226728-a1f7-48eb-adc2-16a398bbb5e9","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":60,"box":{"x":89,"y":826,"width":866,"height":13}},{"id":"9282c50b-207c-4a7b-a4f2-715a42ac5597","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":60,"box":{"x":88,"y":841,"width":879,"height":13}},{"id":"56850594-be21-4a37-94c7-d4fa7513cf34","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":60,"box":{"x":89,"y":856,"width":852,"height":13}},{"id":"e283cb1a-2fd7-4836-8907-ee475e4ee02b","block_type":"box","text":"53","page_number":60,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d0ab6edc-0543-4911-a6e4-f47e13235594","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":61,"box":{"x":89,"y":44,"width":843,"height":12}},{"id":"991e2b08-4efe-4ed5-9bb3-c5539b340cf6","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":61,"box":{"x":89,"y":59,"width":833,"height":12}},{"id":"b1b97a2d-c79e-4c59-a824-eea4bc73e42a","block_type":"box","text":"Committee met four times during the fiscal year ended April 30, 2026.","page_number":61,"box":{"x":89,"y":74,"width":489,"height":12}},{"id":"3490cf1b-f320-46f1-b7f9-c4a22b9a502f","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":61,"box":{"x":88,"y":101,"width":838,"height":12}},{"id":"e44c04dc-f9a1-487b-96b5-3daba36a66e9","block_type":"box","text":"2025), Drew E. Lawton and Madhav V. Rajan, each of whom is an Independent Trustee. 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In addition, the portfolio holdings of certain BlackRock-advised","page_number":67,"box":{"x":89,"y":661,"width":835,"height":13}},{"id":"5b11050e-fcf6-492e-8bbd-77499dddbcaf","block_type":"box","text":"investment vehicles managed in an identical or substantially similar manner as certain Funds are made publicly available on a","page_number":67,"box":{"x":89,"y":676,"width":877,"height":13}},{"id":"bdef0764-67dc-4661-aa83-218fd6ee2cfd","block_type":"box","text":"more timely basis than the applicable Fund. In some cases, such portfolio holdings are made publicly available on a daily","page_number":67,"box":{"x":89,"y":691,"width":842,"height":13}},{"id":"b496e80e-1380-4a09-aa1e-16d90c5f7e9a","block_type":"box","text":"basis. While not expected, it is possible that a recipient of portfolio holdings information for such an investment vehicle could","page_number":67,"box":{"x":89,"y":707,"width":875,"height":12}},{"id":"4a018240-d66e-41ed-b226-92c0e0fff06d","block_type":"box","text":"cause harm to a Fund that is managed in an identical or substantially similar manner, including by trading ahead of or against","page_number":67,"box":{"x":89,"y":722,"width":879,"height":12}},{"id":"45ae2760-f57e-475e-8503-066b64826794","block_type":"box","text":"such Fund based on the information received.","page_number":67,"box":{"x":89,"y":737,"width":319,"height":10}},{"id":"5d22e4ad-ba9b-4f42-a44f-a193179e16db","block_type":"box","text":"When BlackRock seeks to purchase or sell the same assets for client accounts, including a Fund, the assets actually","page_number":67,"box":{"x":88,"y":763,"width":806,"height":13}},{"id":"4d34f8b3-abc3-4456-b94b-cdefe3b2297d","block_type":"box","text":"purchased or sold may be allocated among the accounts on a basis determined in its good faith discretion to be equitable. In","page_number":67,"box":{"x":89,"y":778,"width":872,"height":13}},{"id":"4b20c043-879c-4fe9-832b-75ff9006304a","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":67,"box":{"x":89,"y":793,"width":814,"height":13}},{"id":"2315a277-d78f-42aa-a11d-7ba41f7cc022","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":67,"box":{"x":88,"y":809,"width":816,"height":12}},{"id":"6153a9ef-0660-4154-8cae-49f5f49a85b2","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":67,"box":{"x":89,"y":824,"width":876,"height":12}},{"id":"ca18281b-913b-407c-8564-b6cfb5206eec","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":67,"box":{"x":89,"y":839,"width":855,"height":12}},{"id":"7aaf8b40-a1f5-41b4-a1a4-33db60071733","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":67,"box":{"x":88,"y":854,"width":815,"height":12}},{"id":"e8160cff-2849-4285-bbbc-9d5b398b3d3c","block_type":"box","text":"60","page_number":67,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"97a4fe09-6b32-4f24-8708-e20981a66c35","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":68,"box":{"x":89,"y":44,"width":838,"height":12}},{"id":"bd68fc46-0684-4c46-93f9-fdd396c8fbda","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":68,"box":{"x":89,"y":59,"width":874,"height":12}},{"id":"9e7ce1dd-aaf4-41d2-b285-5760ac91b8b5","block_type":"box","text":"factors could result in the Fund receiving less favorable trading results and the costs of implementing such decisions or","page_number":68,"box":{"x":88,"y":74,"width":835,"height":12}},{"id":"604d2c75-4d3c-45d2-bd5e-44089463dd95","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":68,"box":{"x":89,"y":89,"width":821,"height":13}},{"id":"620bdd60-211a-4239-bf42-8421201a5c97","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":68,"box":{"x":89,"y":104,"width":858,"height":13}},{"id":"0e902392-4e67-425a-b6b8-d813cb0d0888","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":68,"box":{"x":89,"y":119,"width":866,"height":13}},{"id":"37f24ff5-06a0-404d-86e4-3004424e7d07","block_type":"box","text":"so.","page_number":68,"box":{"x":89,"y":138,"width":18,"height":6}},{"id":"d64e6e52-1272-4b8a-9d16-4ed20503ef2c","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":68,"box":{"x":89,"y":161,"width":878,"height":12}},{"id":"fc3de8e4-6bec-435d-9a2c-64cabe7aa5f9","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":68,"box":{"x":89,"y":176,"width":869,"height":13}},{"id":"6c82bf61-dcce-4cdd-9e64-3169bf6135ab","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":68,"box":{"x":89,"y":191,"width":874,"height":13}},{"id":"dad81bb9-2925-40dd-ae3a-3791247792f7","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":68,"box":{"x":89,"y":206,"width":879,"height":13}},{"id":"45f8153a-5ed9-4754-bad6-410d7cc76a80","block_type":"box","text":"its other accounts or funds.","page_number":68,"box":{"x":89,"y":222,"width":191,"height":9}},{"id":"b0da2091-f22a-4335-b91f-e1c51e96196a","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":68,"box":{"x":89,"y":248,"width":875,"height":12}},{"id":"b7d8bd1f-71b2-487f-b4b2-cb1f9cd67b1a","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":68,"box":{"x":88,"y":263,"width":854,"height":12}},{"id":"b73c4d81-f1a9-4eb7-9bc9-4da663ec7037","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":68,"box":{"x":89,"y":278,"width":835,"height":13}},{"id":"a76afdad-d0e9-493b-9aa7-e47d388812b1","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":68,"box":{"x":89,"y":293,"width":861,"height":13}},{"id":"6309155d-c781-4dee-a501-d46e306cdf78","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":68,"box":{"x":89,"y":308,"width":850,"height":13}},{"id":"7d162263-df82-43cd-93de-e0d49a792ccf","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":68,"box":{"x":89,"y":324,"width":845,"height":12}},{"id":"c906dda7-79f2-47fb-be56-945a9a84fb59","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":68,"box":{"x":89,"y":339,"width":864,"height":12}},{"id":"84953aff-f352-4a11-837c-9776963d5ff9","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":68,"box":{"x":89,"y":354,"width":866,"height":12}},{"id":"f9aede75-7a9f-4c63-9e74-45ef0d1524aa","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":68,"box":{"x":89,"y":369,"width":831,"height":12}},{"id":"fc080b8d-50fe-4ef4-9df1-469f4ecc900c","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":68,"box":{"x":89,"y":384,"width":841,"height":12}},{"id":"9081cd0e-9b60-490f-9012-c70cb64c52a7","block_type":"box","text":"behalf of the Funds.","page_number":68,"box":{"x":89,"y":399,"width":138,"height":10}},{"id":"3bd063ee-ce31-4dd8-b39d-875e4d05c61a","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":68,"box":{"x":89,"y":426,"width":815,"height":12}},{"id":"0bb6ca6f-fd7a-4c59-823e-955f4299917e","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":68,"box":{"x":89,"y":441,"width":870,"height":12}},{"id":"0623b661-b60b-4b8f-851c-874e6957e611","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":68,"box":{"x":89,"y":456,"width":863,"height":12}},{"id":"528b846b-9089-41f7-907f-1a08eabaff1c","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":68,"box":{"x":89,"y":471,"width":541,"height":12}},{"id":"79b3e9a1-b506-411a-bcd5-472851adc3be","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":68,"box":{"x":89,"y":497,"width":827,"height":13}},{"id":"79691193-4bc9-4aa8-807c-90448818678b","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":68,"box":{"x":89,"y":513,"width":865,"height":12}},{"id":"be68419c-9695-4800-8b2a-4b9502792dce","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":68,"box":{"x":89,"y":528,"width":804,"height":12}},{"id":"db12cb19-de2e-428d-8c40-5bb934354d1e","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":68,"box":{"x":89,"y":543,"width":872,"height":12}},{"id":"34373cbb-9557-40b4-98a6-15d428c7c50c","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":68,"box":{"x":89,"y":558,"width":875,"height":12}},{"id":"54e9a68b-a24c-43d5-8697-28e8b6b75096","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":68,"box":{"x":89,"y":573,"width":788,"height":12}},{"id":"1bb2a045-8b1e-4751-864d-61954d100d9c","block_type":"box","text":"transactions.","page_number":68,"box":{"x":88,"y":589,"width":90,"height":9}},{"id":"637d59bf-30a6-4a2c-b82a-5a427f979baf","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":68,"box":{"x":89,"y":615,"width":839,"height":12}},{"id":"ee33f893-6974-49a1-8b13-51cffdfaf0db","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":68,"box":{"x":89,"y":630,"width":878,"height":12}},{"id":"9abe8316-8e9b-4d6b-b66d-9e75b54b7669","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":68,"box":{"x":89,"y":645,"width":847,"height":12}},{"id":"52018bcd-1d42-47fd-bad3-fc4e69c91456","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":68,"box":{"x":89,"y":660,"width":667,"height":12}},{"id":"a7e51b85-960a-4780-9fc5-a9df197d2af7","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":68,"box":{"x":88,"y":686,"width":874,"height":13}},{"id":"298e00d4-214f-42a6-acd3-ae8f96b0652c","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":68,"box":{"x":89,"y":702,"width":873,"height":12}},{"id":"f080a403-cd08-47d2-a77d-55920eb877a0","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":68,"box":{"x":89,"y":717,"width":851,"height":12}},{"id":"db1ecf06-856b-4062-8419-b1c6b2117c6d","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":68,"box":{"x":89,"y":732,"width":859,"height":12}},{"id":"f505d0c8-ecd1-4b8b-a478-f4024b9188cd","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":68,"box":{"x":88,"y":747,"width":840,"height":12}},{"id":"c2619543-a949-412b-96f2-156d1b00b459","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":68,"box":{"x":89,"y":762,"width":433,"height":12}},{"id":"74dcd911-2be8-47d4-bb6a-96ce975462b9","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":68,"box":{"x":89,"y":788,"width":838,"height":13}},{"id":"d954a459-3241-48de-8c8b-c97e3325eddf","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":68,"box":{"x":89,"y":804,"width":845,"height":12}},{"id":"e7513a14-84f1-4c85-a3e5-1c201c7cfb38","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":68,"box":{"x":89,"y":819,"width":839,"height":12}},{"id":"7b956120-47d6-44d2-a463-dbf699dfb58e","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":68,"box":{"x":88,"y":834,"width":850,"height":12}},{"id":"a8c69b05-0b4e-4473-8001-9f95090f1bac","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":68,"box":{"x":89,"y":849,"width":867,"height":12}},{"id":"0826a1db-938e-4b09-9b28-b9d50d44e074","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":68,"box":{"x":89,"y":864,"width":850,"height":12}},{"id":"7cfd790d-2102-46c5-b8a9-b1c791bddfa3","block_type":"box","text":"61","page_number":68,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"08fdfbdb-00c9-4823-b08a-eb4532135f77","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":69,"box":{"x":89,"y":44,"width":860,"height":12}},{"id":"f6fb45b9-fc30-4970-8f32-31e75e180a3b","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":69,"box":{"x":88,"y":59,"width":678,"height":12}},{"id":"35ecd0d4-da6c-428a-a900-7c248f570faa","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":69,"box":{"x":89,"y":85,"width":859,"height":13}},{"id":"6c39e9ae-8b4e-4297-9466-4dbadc83d520","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":69,"box":{"x":88,"y":101,"width":842,"height":12}},{"id":"250770fc-c91d-4ef3-bfc3-b78100c652dc","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":69,"box":{"x":89,"y":116,"width":854,"height":12}},{"id":"b99b08a1-62d4-4353-9706-10e754322a11","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":69,"box":{"x":89,"y":131,"width":815,"height":12}},{"id":"a6945b41-702a-493d-b13c-9163d2d783e1","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":69,"box":{"x":89,"y":146,"width":858,"height":12}},{"id":"a8042a0a-b3cf-4be9-8235-9598f904600c","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":69,"box":{"x":89,"y":161,"width":818,"height":12}},{"id":"973f21a7-5f6f-4a55-a5d1-6839f25556b3","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":69,"box":{"x":89,"y":176,"width":845,"height":13}},{"id":"3a9115ea-e041-440c-bafd-e974721636d3","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":69,"box":{"x":88,"y":191,"width":568,"height":13}},{"id":"0318438c-41a1-46c0-be92-3350ff071ac7","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":69,"box":{"x":88,"y":218,"width":852,"height":12}},{"id":"936f97d1-830d-4c63-a4eb-e92f950aa74b","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":69,"box":{"x":89,"y":233,"width":851,"height":12}},{"id":"9f2f729b-71c3-4496-82a2-abf9f297dafe","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":69,"box":{"x":89,"y":248,"width":875,"height":12}},{"id":"b156f54b-4ab5-4d1f-84b3-09dab0908310","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":69,"box":{"x":89,"y":263,"width":869,"height":12}},{"id":"e72c60d2-f089-4173-b799-98256267264d","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":69,"box":{"x":89,"y":278,"width":868,"height":13}},{"id":"f6918e1c-f2dd-4d7f-9e95-cd97e81135f1","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":69,"box":{"x":89,"y":293,"width":815,"height":13}},{"id":"46ca2f0a-366a-402a-8942-8ddf8f9d2af5","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":69,"box":{"x":89,"y":308,"width":865,"height":13}},{"id":"fc510003-69ef-465d-bf0c-9d90b802bea4","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":69,"box":{"x":88,"y":324,"width":573,"height":12}},{"id":"662c08f3-e915-4461-8a18-ed21a780e61a","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":69,"box":{"x":89,"y":350,"width":835,"height":12}},{"id":"0e824c8d-768c-4bb2-970c-ef6ee55b7d8d","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":69,"box":{"x":89,"y":365,"width":817,"height":12}},{"id":"d0c6286f-4e28-45c5-be0f-0f74d5eba813","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":69,"box":{"x":89,"y":380,"width":844,"height":13}},{"id":"aa1b7a6a-bd67-458b-8fc2-c9dfcc6e7e17","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":69,"box":{"x":89,"y":395,"width":851,"height":13}},{"id":"4a5fc689-2f50-4586-8425-33ce7d547ad3","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":69,"box":{"x":88,"y":410,"width":839,"height":13}},{"id":"2f605c6a-6035-4c7f-a0de-4719c4375e92","block_type":"box","text":"BlackRock.","page_number":69,"box":{"x":89,"y":426,"width":74,"height":9}},{"id":"1231f438-92a9-4509-b7e4-40e923532f82","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":69,"box":{"x":89,"y":452,"width":872,"height":12}},{"id":"36a2f6ee-99c7-42b0-9a07-55c96d834071","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":69,"box":{"x":89,"y":467,"width":848,"height":13}},{"id":"958b076a-1624-4591-ad47-29177a52df65","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":69,"box":{"x":89,"y":482,"width":827,"height":13}},{"id":"8fc23c7f-cc66-4e33-a058-84e6f83af3d6","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":69,"box":{"x":89,"y":497,"width":847,"height":13}},{"id":"b79d390d-7ca6-4cfe-a864-49b167e2303c","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":69,"box":{"x":89,"y":513,"width":837,"height":12}},{"id":"6ca5366b-1994-480c-be52-c939cee33ee1","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":69,"box":{"x":88,"y":528,"width":857,"height":12}},{"id":"f9b45785-542d-4255-a59e-ae9ed6f51958","block_type":"box","text":"respect to these iShares ETFs and increased assets under management for BlackRock. 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It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":69,"box":{"x":89,"y":660,"width":836,"height":12}},{"id":"c77b4c20-7e24-4744-aca8-17fa552a5256","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":69,"box":{"x":89,"y":675,"width":855,"height":12}},{"id":"6d1033f9-9301-47a1-8cab-2907f19ff698","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":69,"box":{"x":89,"y":690,"width":854,"height":13}},{"id":"8f457036-4bb0-4d24-9668-2f29cc934499","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":69,"box":{"x":89,"y":705,"width":855,"height":13}},{"id":"608c1b86-a4fa-403a-bd9d-0f01df98518e","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":69,"box":{"x":89,"y":720,"width":858,"height":13}},{"id":"349434e8-9170-4ddc-9e2c-f588f83abc61","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":69,"box":{"x":89,"y":736,"width":820,"height":12}},{"id":"50bb7637-4360-44d7-aaf6-557a9b99aa74","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":69,"box":{"x":89,"y":751,"width":329,"height":12}},{"id":"d4fda8e8-0ac5-420e-b365-e669f18aaffa","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":69,"box":{"x":88,"y":777,"width":821,"height":12}},{"id":"d7efa90d-5938-4c31-a726-7cf6142f5d12","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":69,"box":{"x":89,"y":792,"width":850,"height":13}},{"id":"696dbe13-25a2-4c39-9e9a-3b2175cf312c","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":69,"box":{"x":89,"y":807,"width":874,"height":13}},{"id":"668467bc-1ca2-4dad-824b-78af85bd4468","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":69,"box":{"x":89,"y":822,"width":824,"height":13}},{"id":"0afbd911-9c14-40f5-afaa-93fcfa51cc27","block_type":"box","text":"amounts.","page_number":69,"box":{"x":89,"y":839,"width":65,"height":8}},{"id":"2af33338-5a9d-45ab-97ef-13f03a0212b5","block_type":"box","text":"62","page_number":69,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"b8950a35-6a48-49c9-97db-714ab153cfb8","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":70,"box":{"x":88,"y":44,"width":858,"height":12}},{"id":"d10ef8fc-a4c9-49b6-b1d4-829950bffe28","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":70,"box":{"x":89,"y":59,"width":856,"height":12}},{"id":"e6b4f38b-6233-4582-b117-5f744018086f","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":70,"box":{"x":89,"y":74,"width":873,"height":12}},{"id":"9ef2f7fb-d47c-4bcb-9b81-828ba8800021","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":70,"box":{"x":89,"y":89,"width":831,"height":13}},{"id":"267db25f-be89-4870-9afa-ec05de2ef6f5","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":70,"box":{"x":89,"y":104,"width":820,"height":13}},{"id":"d05c7ebd-b79e-4d76-8ffa-e82c5c5b5450","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":70,"box":{"x":89,"y":131,"width":851,"height":12}},{"id":"bc14610b-7e37-4727-9690-d5787bb433e0","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":70,"box":{"x":89,"y":146,"width":869,"height":12}},{"id":"283001d6-eed6-4fe7-93ed-e3ab4ea45bb6","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":70,"box":{"x":89,"y":161,"width":850,"height":12}},{"id":"0ffe4833-d19e-4349-8cd0-12cfd944b636","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":70,"box":{"x":89,"y":176,"width":872,"height":13}},{"id":"e35fd5f7-67bb-4fa2-b206-7da98c0b3103","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":70,"box":{"x":89,"y":191,"width":837,"height":13}},{"id":"b92dd113-d27c-4b4a-9844-149c2f2f3c69","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":70,"box":{"x":89,"y":206,"width":871,"height":13}},{"id":"bc2d4b3d-43d5-4994-bd22-1b852b5f4a34","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":70,"box":{"x":88,"y":222,"width":825,"height":12}},{"id":"9a5cb4e0-7868-4597-ac49-6f84d44e511e","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":70,"box":{"x":89,"y":237,"width":870,"height":12}},{"id":"3ad1a702-6ed5-4904-a7af-81591ce05daa","block_type":"box","text":"allocation.","page_number":70,"box":{"x":89,"y":252,"width":71,"height":9}},{"id":"8a43598b-b7b3-438e-b301-6745c584f1d5","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":70,"box":{"x":88,"y":278,"width":864,"height":13}},{"id":"f38c6402-86d8-48f4-a34b-d6efc0af0719","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":70,"box":{"x":89,"y":293,"width":880,"height":13}},{"id":"b8e36c2f-a038-491d-b32d-c0cd1a7d63b1","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":70,"box":{"x":89,"y":308,"width":874,"height":13}},{"id":"c2808c0b-2593-4d0b-a557-903428f83f5e","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":70,"box":{"x":89,"y":324,"width":869,"height":12}},{"id":"3ddd62f1-9344-40fc-8d3d-2617446ceaf6","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":70,"box":{"x":89,"y":339,"width":848,"height":12}},{"id":"446b64be-0ee4-4f3f-be3e-40b4a8fd8f7c","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":70,"box":{"x":89,"y":354,"width":845,"height":12}},{"id":"03a298dd-f0c5-404d-b903-a1b94294cc13","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":70,"box":{"x":89,"y":369,"width":818,"height":12}},{"id":"c97cf53c-25cb-417d-b6d8-9cd5b362d8f9","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":70,"box":{"x":89,"y":384,"width":865,"height":12}},{"id":"46742bee-c13d-4b78-b518-46f2c03005dc","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":70,"box":{"x":89,"y":399,"width":863,"height":13}},{"id":"dd3c1917-32ce-474b-af63-c83843e7a16d","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":70,"box":{"x":89,"y":414,"width":443,"height":13}},{"id":"1be62e84-d231-4804-9d7f-4990621c23bd","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":70,"box":{"x":89,"y":441,"width":868,"height":12}},{"id":"0ecb0df8-8ccd-476e-ae0d-f27c4c0a4245","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":70,"box":{"x":89,"y":456,"width":866,"height":12}},{"id":"938b98e4-a37f-4ff7-a82a-95f69d40621f","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":70,"box":{"x":89,"y":471,"width":865,"height":12}},{"id":"903446c5-6062-4b6f-8166-780b1aa16eb7","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":70,"box":{"x":89,"y":486,"width":866,"height":12}},{"id":"285f4cc2-990b-4c76-b302-69124747fc20","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":70,"box":{"x":89,"y":501,"width":857,"height":13}},{"id":"92f8affc-0236-40e6-9751-f2d0c307cb93","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":70,"box":{"x":89,"y":516,"width":422,"height":13}},{"id":"6f30f5d3-b31b-47aa-a969-33c626c98308","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":70,"box":{"x":89,"y":543,"width":876,"height":12}},{"id":"41ce6f2b-96b0-412d-b50b-2bd51a3cc7e1","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":70,"box":{"x":89,"y":558,"width":853,"height":12}},{"id":"6364ef3d-fd90-4518-82a8-43fb07583323","block_type":"box","text":"(","page_number":70,"box":{"x":89,"y":573,"width":4,"height":12}},{"id":"a237e66f-60d9-4d78-8646-2e6bd00d4292","block_type":"box","text":"i.e","page_number":70,"box":{"x":94,"y":574,"width":15,"height":9}},{"id":"9499c7f7-d97e-4893-a619-14bf08691766","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":70,"box":{"x":110,"y":573,"width":825,"height":12}},{"id":"f75031a9-886a-4c01-80fa-65fb53eb7da7","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":70,"box":{"x":89,"y":588,"width":799,"height":12}},{"id":"8f244ffd-cdf0-4e5f-9b04-425b984d0820","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":70,"box":{"x":89,"y":603,"width":860,"height":13}},{"id":"a0747a90-ac9f-4bbd-a0fe-6f03a58f1d8f","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":70,"box":{"x":89,"y":618,"width":838,"height":13}},{"id":"5f85e915-984a-4632-b99d-048c5cc0f4f2","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":70,"box":{"x":89,"y":633,"width":836,"height":13}},{"id":"1e64c8f3-f152-46c9-9511-e5b60944b173","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":70,"box":{"x":89,"y":649,"width":858,"height":12}},{"id":"0f47d9b6-4d45-4209-9906-34bdc3ed9430","block_type":"box","text":"the firm.","page_number":70,"box":{"x":88,"y":664,"width":59,"height":9}},{"id":"78b3994c-05f9-468c-aa9b-fbb56ea52536","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":70,"box":{"x":89,"y":690,"width":875,"height":13}},{"id":"22823b8a-e2e3-430a-86e2-d91b456333c7","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":70,"box":{"x":89,"y":705,"width":848,"height":13}},{"id":"ed86aa6b-493b-460b-a6d3-890762261ff9","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":70,"box":{"x":89,"y":720,"width":868,"height":13}},{"id":"dc75d3ce-dc07-45af-a399-c1347e6789cc","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":70,"box":{"x":89,"y":736,"width":864,"height":12}},{"id":"f7beaa9b-50a6-4f22-a440-d4bbe733d307","block_type":"box","text":"required, or in cases involving client direction.","page_number":70,"box":{"x":89,"y":751,"width":318,"height":12}},{"id":"5693f312-bcac-4055-885a-382e3b27e45a","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":70,"box":{"x":89,"y":777,"width":873,"height":12}},{"id":"7db503a6-c7a7-44e2-b848-94b0af87fdf9","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":70,"box":{"x":89,"y":792,"width":818,"height":13}},{"id":"8ee0d6ef-31fd-4d0a-8c44-dc92d88bf3dc","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":70,"box":{"x":89,"y":807,"width":860,"height":13}},{"id":"52503d32-040c-4456-a14b-e85d080b2ca1","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":70,"box":{"x":88,"y":822,"width":844,"height":13}},{"id":"30e5001f-cb5b-4f08-b108-93a590206046","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":70,"box":{"x":89,"y":838,"width":470,"height":12}},{"id":"4c15e135-c3f6-449d-8127-67f4002db986","block_type":"box","text":"63","page_number":70,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"da608031-8c04-473f-a0b8-a94024d328e1","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":71,"box":{"x":89,"y":44,"width":847,"height":12}},{"id":"401022eb-0d57-4e45-b2cb-04de49205989","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":71,"box":{"x":89,"y":59,"width":864,"height":12}},{"id":"8629a979-c3d3-4a08-9393-2d65f4cb7793","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":71,"box":{"x":89,"y":74,"width":856,"height":12}},{"id":"05401acf-b313-4782-9897-5aae62bf4a9d","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":71,"box":{"x":88,"y":89,"width":844,"height":13}},{"id":"4f5aa188-f094-489e-967b-42137c164b6b","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":71,"box":{"x":89,"y":104,"width":814,"height":13}},{"id":"d5a23b5c-a2be-419f-ac3e-414a068c1c35","block_type":"box","text":"BlackRock.","page_number":71,"box":{"x":89,"y":119,"width":74,"height":10}},{"id":"fee969f4-42cc-4c04-b761-fe8e3c5ae735","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":71,"box":{"x":88,"y":146,"width":879,"height":12}},{"id":"1388b515-c5b1-4b85-8c70-9000b1b49968","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":71,"box":{"x":89,"y":161,"width":841,"height":12}},{"id":"fb25fe55-e2c7-4a1a-85d8-a52eb9bc6879","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":71,"box":{"x":89,"y":176,"width":868,"height":13}},{"id":"fd9e70fe-e45d-439c-af1e-c990ee382d39","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":71,"box":{"x":88,"y":191,"width":868,"height":13}},{"id":"f542f1b1-ab27-4c70-b41b-2e93eac3f572","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":71,"box":{"x":89,"y":206,"width":836,"height":13}},{"id":"8e857f05-499e-4037-8de7-db509ff0d8f6","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":71,"box":{"x":89,"y":222,"width":815,"height":12}},{"id":"73e923b0-3752-4716-b0e8-6ac3267c3aa4","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":71,"box":{"x":89,"y":248,"width":840,"height":12}},{"id":"bb5a9e20-ed84-49ee-a5da-ab29072bc6ac","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":71,"box":{"x":89,"y":263,"width":875,"height":12}},{"id":"8b3c23c0-d0c7-4d29-8fe1-e10b1eedbe8a","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":71,"box":{"x":89,"y":278,"width":839,"height":13}},{"id":"17d9c03a-0056-49a8-9238-db11ea2cf55b","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":71,"box":{"x":89,"y":293,"width":869,"height":13}},{"id":"feefd280-66fc-4382-bdbe-3878083e6653","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":71,"box":{"x":89,"y":308,"width":863,"height":13}},{"id":"600f70b4-b340-402b-b0fa-3d08168002e9","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":71,"box":{"x":89,"y":324,"width":841,"height":12}},{"id":"f7baa003-43e8-443e-9fc5-6a22fcea9717","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":71,"box":{"x":89,"y":339,"width":861,"height":12}},{"id":"7e0232c3-29f0-4112-aa7d-ce7882e4c242","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":71,"box":{"x":89,"y":354,"width":867,"height":12}},{"id":"2baae2d4-b50e-45f2-ab03-15f3377d336a","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":71,"box":{"x":88,"y":369,"width":400,"height":12}},{"id":"788c7ce7-972d-4a24-bfea-b5ad188acb88","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":71,"box":{"x":89,"y":395,"width":833,"height":13}},{"id":"f100aa34-1c98-4ad5-9043-044136ac8e32","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":71,"box":{"x":89,"y":410,"width":827,"height":13}},{"id":"207c081c-c26b-494e-b95c-87f095378648","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":71,"box":{"x":89,"y":426,"width":845,"height":12}},{"id":"bdff44ed-0e53-4928-a713-5fbe70b3d174","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":71,"box":{"x":89,"y":441,"width":850,"height":12}},{"id":"a1dad425-391f-4a52-b3ef-2418226dd8eb","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":71,"box":{"x":89,"y":456,"width":870,"height":12}},{"id":"e475c7f7-71d1-41b4-85dd-902a4810db10","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":71,"box":{"x":89,"y":471,"width":845,"height":12}},{"id":"2b1ac96b-74e9-42dc-abbf-1d992e746792","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":71,"box":{"x":89,"y":486,"width":825,"height":12}},{"id":"05dcb94d-3d83-42b6-86a7-1c1f06b89c52","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":71,"box":{"x":89,"y":501,"width":361,"height":13}},{"id":"374b69a2-4073-4776-a723-8b62908918b5","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":71,"box":{"x":89,"y":528,"width":869,"height":12}},{"id":"d1591e93-404f-4aa5-8b0a-1db41edbd7fe","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":71,"box":{"x":89,"y":543,"width":862,"height":12}},{"id":"068ec198-a26d-4f90-b325-0024ba0c23b6","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":71,"box":{"x":89,"y":558,"width":845,"height":12}},{"id":"9b90413b-d7c3-4696-b3ac-4fafa3265072","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":71,"box":{"x":88,"y":573,"width":843,"height":12}},{"id":"7edcf562-1a4b-4768-a750-0d86b3a1b878","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":71,"box":{"x":89,"y":588,"width":845,"height":12}},{"id":"ee1858bb-7259-4aee-ab21-40c4c4ab2aea","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":71,"box":{"x":89,"y":603,"width":872,"height":13}},{"id":"6063adc5-ca75-4213-97ad-51532ebdb447","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":71,"box":{"x":89,"y":618,"width":805,"height":13}},{"id":"823c60cb-02e7-491d-a520-22ca06efc505","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":71,"box":{"x":89,"y":633,"width":793,"height":13}},{"id":"fb34bc1c-adc6-49ef-8169-f58f6aeb5e99","block_type":"box","text":"transactions.","page_number":71,"box":{"x":88,"y":650,"width":90,"height":8}},{"id":"7ad873fd-f94a-447e-96ec-98202acb006b","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":71,"box":{"x":89,"y":675,"width":821,"height":12}},{"id":"ceae6e3f-0859-4218-9cf9-df38c570792a","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":71,"box":{"x":89,"y":690,"width":859,"height":13}},{"id":"6991feeb-0704-4401-929d-fdb5e55bb592","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":71,"box":{"x":88,"y":705,"width":870,"height":13}},{"id":"442bd335-0c69-4a9e-ba11-3e9414b084e6","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":71,"box":{"x":89,"y":720,"width":810,"height":13}},{"id":"1c1fe9a8-38d3-46c9-82bc-6792cd6e3a2e","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":71,"box":{"x":89,"y":747,"width":826,"height":12}},{"id":"5dc453e0-e1bb-44e7-8e38-7d59db9df5ba","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":71,"box":{"x":89,"y":762,"width":872,"height":12}},{"id":"ad5ef033-b6d1-4cbf-bfd2-1ba14bad56a9","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":71,"box":{"x":89,"y":777,"width":876,"height":12}},{"id":"6bec0ded-dc77-4600-b382-17df0630a4b2","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":71,"box":{"x":89,"y":792,"width":824,"height":13}},{"id":"509e1205-b231-42fe-bcb8-90a6056143e0","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":71,"box":{"x":89,"y":807,"width":801,"height":13}},{"id":"be4df5c9-777d-4ac7-9cd2-4443f4b7f0a4","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":71,"box":{"x":89,"y":822,"width":865,"height":13}},{"id":"40e675c3-3a9f-47df-b476-755d3a7528d2","block_type":"box","text":"Policies.”","page_number":71,"box":{"x":89,"y":838,"width":61,"height":9}},{"id":"d7dffcc0-ba54-4a88-9ee4-3f741cf6e857","block_type":"box","text":"64","page_number":71,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"f28c1826-adc3-4b10-b5f5-80bb812b86d0","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":72,"box":{"x":89,"y":44,"width":819,"height":12}},{"id":"9196d63b-4e62-4288-afa7-f1559b7212df","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":72,"box":{"x":89,"y":59,"width":875,"height":12}},{"id":"bbca7f9e-2b78-40ff-b919-9cf2425c9fd4","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":72,"box":{"x":89,"y":74,"width":860,"height":12}},{"id":"35d347c1-8d5c-4a01-b5a6-02710420ae62","block_type":"box","text":"the Fund’s expense ratio.","page_number":72,"box":{"x":88,"y":89,"width":174,"height":13}},{"id":"ca518238-3a13-4c31-9b7b-b6cdf9e50f0b","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":72,"box":{"x":89,"y":116,"width":855,"height":12}},{"id":"9bfa2eb3-c42d-41a7-a8e7-976038261972","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":72,"box":{"x":88,"y":131,"width":840,"height":12}},{"id":"d73851b0-79e0-4eb0-ae84-3eda208781ca","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":72,"box":{"x":89,"y":146,"width":855,"height":12}},{"id":"66830115-7651-4b09-b8c7-be5ba1085b6c","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":72,"box":{"x":89,"y":161,"width":822,"height":12}},{"id":"bb8e8bde-d8c2-46fd-82bc-9493c687b3cf","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":72,"box":{"x":89,"y":176,"width":872,"height":13}},{"id":"762fc584-a1dd-4ec7-8b2c-a714c57f4a8c","block_type":"box","text":"Fund.","page_number":72,"box":{"x":89,"y":191,"width":38,"height":10}},{"id":"5980d4da-ad84-40b1-86b8-adb099c49784","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":72,"box":{"x":89,"y":218,"width":828,"height":12}},{"id":"c5cdbdb5-0459-485f-bc94-a59f6020a06a","block_type":"box","text":"significant debt or equity investments or other interests. 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In addition, from time to time, the","page_number":72,"box":{"x":89,"y":278,"width":839,"height":13}},{"id":"bf237c34-e2c0-474c-a010-4467e1887b4e","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":72,"box":{"x":89,"y":293,"width":859,"height":13}},{"id":"69723da4-0f9a-4a1f-9a76-607a00644861","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":72,"box":{"x":89,"y":308,"width":866,"height":13}},{"id":"e58795c1-0a5e-4bd6-95f2-14b46af1573d","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":72,"box":{"x":89,"y":335,"width":856,"height":12}},{"id":"d9892ae5-4d60-4a49-b33d-98464d65b2a3","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":72,"box":{"x":89,"y":350,"width":850,"height":12}},{"id":"c9b6ce6a-676d-416f-a05f-0d988e445d76","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":72,"box":{"x":89,"y":365,"width":863,"height":12}},{"id":"b3579bc7-73ca-45df-8cf3-d9c840b97351","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":72,"box":{"x":89,"y":380,"width":860,"height":13}},{"id":"5fe17709-a2ea-45bf-b347-46073ebed857","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":72,"box":{"x":88,"y":395,"width":849,"height":13}},{"id":"ecfcb61c-677f-45a3-8db1-8c261b620521","block_type":"box","text":"also benefit from increased amounts of assets under management. Fees and commissions may also be higher than for other","page_number":72,"box":{"x":89,"y":410,"width":871,"height":13}},{"id":"50b88179-b8e6-4615-b33d-74d58657c5b9","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":72,"box":{"x":89,"y":426,"width":868,"height":12}},{"id":"ef7d1a0a-69fb-4ba8-be96-d489522db159","block_type":"box","text":"behalf of or management of the Funds may be greater than the remuneration and profitability resulting from other funds or","page_number":72,"box":{"x":89,"y":441,"width":865,"height":12}},{"id":"d992dd5d-d829-4235-a58f-e33550f8962b","block_type":"box","text":"products.","page_number":72,"box":{"x":89,"y":456,"width":65,"height":12}},{"id":"ccce28df-06d9-446d-844a-115daf42f047","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":72,"box":{"x":88,"y":482,"width":820,"height":13}},{"id":"9f07340a-320e-4d04-bd8e-683c3a01a067","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":72,"box":{"x":89,"y":497,"width":832,"height":13}},{"id":"ed6f467d-0e35-4f97-9438-f65b9da3c219","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":72,"box":{"x":89,"y":513,"width":845,"height":12}},{"id":"d2be9434-6533-4a02-9487-e4fe696e989c","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":72,"box":{"x":89,"y":528,"width":876,"height":12}},{"id":"b38f7ee6-818f-4e1b-a825-e2eef8ddb9b9","block_type":"box","text":"provide services to the Fund.","page_number":72,"box":{"x":89,"y":543,"width":200,"height":12}},{"id":"a33b3144-5176-441d-b1fb-a7ed90a5dcbb","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":72,"box":{"x":89,"y":569,"width":867,"height":13}},{"id":"f0e3276e-d877-4fc5-b9b6-17f5f9254734","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":72,"box":{"x":88,"y":584,"width":821,"height":13}},{"id":"10612208-cc42-46e3-8b90-f4287e52a6b6","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":72,"box":{"x":89,"y":599,"width":855,"height":13}},{"id":"fda309ec-d165-41ec-935d-3fb7b28c76e0","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":72,"box":{"x":89,"y":615,"width":877,"height":12}},{"id":"891f2119-0d0a-4007-ba13-267fa1e34bb1","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":72,"box":{"x":89,"y":630,"width":848,"height":12}},{"id":"bb920991-c101-4836-9490-1b164fc5088d","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":72,"box":{"x":88,"y":645,"width":821,"height":12}},{"id":"2e4cbbf5-2332-4226-89ac-613dd9edab0d","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":72,"box":{"x":89,"y":660,"width":466,"height":12}},{"id":"1ed5f785-f402-4a1c-b67a-d74d3d2f73f2","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":72,"box":{"x":88,"y":686,"width":817,"height":13}},{"id":"09e6f5f9-45a2-432d-a8d9-9133d826f63f","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":72,"box":{"x":89,"y":702,"width":869,"height":12}},{"id":"160ee2e7-9ada-4bfd-a302-1b15780bba43","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":72,"box":{"x":89,"y":717,"width":851,"height":12}},{"id":"4ee4f85a-f85f-4951-a084-36d63d947ded","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":72,"box":{"x":88,"y":732,"width":879,"height":12}},{"id":"87e2217f-bf09-464e-876f-b43055118d80","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":72,"box":{"x":89,"y":747,"width":853,"height":12}},{"id":"8c7903b1-4946-488b-a303-25c521c12b01","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":72,"box":{"x":89,"y":762,"width":877,"height":12}},{"id":"66dae16f-ce6b-4126-8da2-7b4a7eaefc4c","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":72,"box":{"x":89,"y":777,"width":844,"height":12}},{"id":"1104b24f-bfcf-457a-9e81-e251c8ba31a0","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":72,"box":{"x":89,"y":792,"width":863,"height":13}},{"id":"eccf6142-ee64-42cb-bce9-5d20a8ff19f1","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":72,"box":{"x":88,"y":807,"width":835,"height":13}},{"id":"3bb330c9-838d-4c9c-b071-987cd345454f","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":72,"box":{"x":89,"y":822,"width":845,"height":13}},{"id":"68907924-192e-4dd9-8d69-546e4f1ec90f","block_type":"box","text":"models, fair value represents only a good faith approximation of the value of an asset or liability. 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As a result, a Fund’s sale or redemption of","page_number":73,"box":{"x":89,"y":44,"width":864,"height":12}},{"id":"9a43c3d8-fa0b-42bf-85d3-50cdc1dceb72","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":73,"box":{"x":89,"y":59,"width":873,"height":12}},{"id":"95f7e037-115a-4431-b540-e462424244f2","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":73,"box":{"x":89,"y":74,"width":832,"height":12}},{"id":"4b62235e-4dca-40d1-9406-40c039f6bc2b","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":73,"box":{"x":89,"y":89,"width":522,"height":13}},{"id":"304cd6d4-3f93-44aa-ae1e-7cf5d6177162","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":73,"box":{"x":88,"y":116,"width":847,"height":12}},{"id":"5a13825b-805f-4bd4-b852-7b7f86f108ab","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":73,"box":{"x":89,"y":131,"width":870,"height":12}},{"id":"c64f8692-1b71-487b-9b8f-c3c6e37c383c","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":73,"box":{"x":89,"y":146,"width":857,"height":12}},{"id":"b48683ad-cefb-42ab-be06-1937490ca586","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":73,"box":{"x":89,"y":161,"width":831,"height":12}},{"id":"2a7f6690-0507-47be-b781-6bb21901cc18","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":73,"box":{"x":89,"y":188,"width":866,"height":12}},{"id":"7f40537d-68d3-4a62-ac7a-bbb1ffce3c4c","block_type":"box","text":"and may have conflicts of interest with respect to investments made on behalf of a Fund. 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These transactions would be effected in","page_number":73,"box":{"x":89,"y":380,"width":852,"height":13}},{"id":"ce224a7d-d993-4118-adc1-b5c333eda5fc","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":73,"box":{"x":89,"y":395,"width":855,"height":13}},{"id":"63747b70-f0d2-4e1d-bb1e-a3bd55090756","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":73,"box":{"x":89,"y":410,"width":846,"height":13}},{"id":"8513d39b-6503-4d9e-a36a-cf1a60585fc6","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":73,"box":{"x":89,"y":426,"width":839,"height":12}},{"id":"ce0c79a3-e948-4c8c-8d62-671345788625","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":73,"box":{"x":89,"y":441,"width":870,"height":12}},{"id":"1a977d92-ad49-4d12-93b2-411cddd37f80","block_type":"box","text":"requirements. A client not advised by BlackRock would not be subject to some of those considerations. 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Similar situations could arise if personnel of","page_number":73,"box":{"x":185,"y":547,"width":735,"height":12}},{"id":"57670eb6-906c-4c65-a24f-3532eac8586a","block_type":"box","text":"BlackRock serve as directors of companies the securities of which the Funds wish to purchase or sell. However, if permitted","page_number":73,"box":{"x":89,"y":562,"width":860,"height":12}},{"id":"7d3e2dc9-89c2-4921-b9be-e62005e9475d","block_type":"box","text":"by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation","page_number":73,"box":{"x":89,"y":577,"width":860,"height":12}},{"id":"2c0f2465-3baa-4131-bc4a-d44fa9256dfc","block_type":"box","text":"of appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies,","page_number":73,"box":{"x":89,"y":592,"width":857,"height":12}},{"id":"a50552b1-5296-4d7e-b320-1ea47c5bb36e","block_type":"box","text":"are the subject of an advisory or risk management assignment by BlackRock, or where personnel of BlackRock are directors","page_number":73,"box":{"x":89,"y":607,"width":863,"height":12}},{"id":"971f5416-1e15-406d-8356-502314cf3a45","block_type":"box","text":"or officers of the issuer.","page_number":73,"box":{"x":89,"y":622,"width":161,"height":10}},{"id":"a7c3509b-bde0-4600-83bd-f4ead198821c","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential conflicts that arise","page_number":73,"box":{"x":89,"y":649,"width":863,"height":12}},{"id":"6af1c8d7-8c87-426c-951a-7b7831816f60","block_type":"box","text":"in connection with the advisory services BlackRock provides to Funds and other clients. Certain BlackRock advisory personnel","page_number":73,"box":{"x":89,"y":664,"width":878,"height":12}},{"id":"edfdabb4-3106-49e7-838f-a91f7e2ee43b","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":73,"box":{"x":89,"y":679,"width":829,"height":12}},{"id":"c5ab1ff2-6a1d-4d72-a3b4-379ad61cffd8","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":73,"box":{"x":89,"y":694,"width":834,"height":12}},{"id":"28a4ab9f-822e-48a4-adda-57a0604e7afa","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":73,"box":{"x":88,"y":709,"width":870,"height":12}},{"id":"0b655068-24d9-4758-a525-035ca141e374","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":73,"box":{"x":88,"y":724,"width":852,"height":13}},{"id":"9c5ef218-3c1a-4be8-82b2-58933e56d11c","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":73,"box":{"x":89,"y":739,"width":843,"height":13}},{"id":"957ce89e-ecad-437a-af4e-e85e85326eae","block_type":"box","text":"obligation or other duty to do so.","page_number":73,"box":{"x":89,"y":754,"width":230,"height":13}},{"id":"c6b0e8a1-299b-4ca9-b231-9b4d2dd9ef57","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":73,"box":{"x":89,"y":781,"width":838,"height":12}},{"id":"f68e5c4c-1025-4ff6-8850-8c04d5db6b1c","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":73,"box":{"x":89,"y":796,"width":879,"height":12}},{"id":"bb55cda9-1137-4eb5-905a-0feff1c9450a","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":73,"box":{"x":88,"y":811,"width":834,"height":12}},{"id":"398baf97-88dd-4d9f-97df-c43839174501","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":73,"box":{"x":89,"y":826,"width":875,"height":13}},{"id":"4ada43a3-8eb3-4c58-99e1-031a94ffdf24","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":73,"box":{"x":89,"y":841,"width":859,"height":13}},{"id":"a87aaa00-ee45-49b6-93d8-b2a2adb64908","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":73,"box":{"x":89,"y":856,"width":875,"height":13}},{"id":"0adedbe6-ac54-4f47-9931-460e7f02a1ff","block_type":"box","text":"66","page_number":73,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"6740ccce-7e09-471e-9d90-f66f7e6c0716","block_type":"box","text":"such other units. Therefore, BlackRock may not be able to review potential investments for the Funds with the benefit of","page_number":74,"box":{"x":89,"y":44,"width":841,"height":12}},{"id":"7cb4affa-6f78-4c91-8043-2e4e93f2f05d","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":74,"box":{"x":89,"y":59,"width":328,"height":12}},{"id":"694608d1-e187-46e4-9aa7-284ca6d9e694","block_type":"box","text":"BlackRock may determine to move certain personnel, businesses, or business units from one side of an information barrier to","page_number":74,"box":{"x":89,"y":85,"width":875,"height":13}},{"id":"4f6c30b5-1510-462f-99eb-1c128c39d401","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":74,"box":{"x":88,"y":101,"width":862,"height":12}},{"id":"492cce8b-4b84-4e7b-8c52-a04425cc44f8","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":74,"box":{"x":88,"y":116,"width":873,"height":12}},{"id":"b7cbf590-662f-412b-921a-a89fd7151404","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":74,"box":{"x":88,"y":131,"width":845,"height":12}},{"id":"cd58d5e1-5261-4c9d-8176-11c199359268","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":74,"box":{"x":89,"y":146,"width":840,"height":12}},{"id":"e1362774-79e8-42cc-a4a4-1b9b3ddb6225","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":74,"box":{"x":89,"y":161,"width":845,"height":12}},{"id":"b34e2078-ba86-44df-9929-2aba10b00930","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":74,"box":{"x":89,"y":176,"width":800,"height":13}},{"id":"882b0d31-613e-4bea-b483-81d3d2eef898","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":74,"box":{"x":89,"y":191,"width":856,"height":13}},{"id":"932395a8-3938-4774-b70e-69e2e0210c75","block_type":"box","text":"personnel on the other side of a barrier.","page_number":74,"box":{"x":89,"y":206,"width":274,"height":13}},{"id":"1cc05335-72ac-470d-b1d3-17034b90138d","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":74,"box":{"x":88,"y":233,"width":861,"height":12}},{"id":"ef2290ee-cf7f-45f8-b025-a5eb31163540","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":74,"box":{"x":88,"y":248,"width":803,"height":12}},{"id":"4e63afeb-c0c1-4af2-abb4-3becc32f1b0a","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":74,"box":{"x":89,"y":263,"width":862,"height":12}},{"id":"8c25e491-96e5-4fdc-b70a-07313e5529db","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":74,"box":{"x":89,"y":278,"width":845,"height":13}},{"id":"03199b89-e14d-46aa-81db-10db82cd1e6f","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. 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In light of certain restrictions,","page_number":74,"box":{"x":89,"y":414,"width":813,"height":13}},{"id":"7dd3a4c5-f666-4ff5-b66d-56e567e4498c","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":74,"box":{"x":89,"y":429,"width":390,"height":13}},{"id":"c5a4b1d7-8f27-4b0d-a2fc-a9ffdc849acb","block_type":"box","text":"e.g","page_number":74,"box":{"x":480,"y":432,"width":20,"height":10}},{"id":"b941f490-7c7f-4bc1-b9ff-38a55ae990e0","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":74,"box":{"x":501,"y":429,"width":451,"height":13}},{"id":"ccf4572c-0b47-48fc-aaa6-553fc35e18c7","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":74,"box":{"x":89,"y":445,"width":854,"height":12}},{"id":"de2a11f7-76e8-4fe8-ac41-1b2db07fee49","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":74,"box":{"x":89,"y":460,"width":874,"height":12}},{"id":"5a57fa43-6281-4c44-9b74-cd3a51bfa57d","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":74,"box":{"x":89,"y":475,"width":866,"height":12}},{"id":"253e0767-aadb-4685-adae-b8258fbb9261","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":74,"box":{"x":89,"y":490,"width":831,"height":12}},{"id":"6ce21942-96a2-4f93-9c59-a45b03c7a690","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":74,"box":{"x":89,"y":505,"width":854,"height":12}},{"id":"ea784232-5218-4391-bc8e-794ff5d2d902","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":74,"box":{"x":89,"y":520,"width":547,"height":12}},{"id":"a928ac51-fbe4-4b36-98f0-88acf11613c0","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":74,"box":{"x":89,"y":547,"width":859,"height":12}},{"id":"e34351e4-bd6a-4909-bf36-4d9e4283b4a9","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":74,"box":{"x":89,"y":562,"width":878,"height":12}},{"id":"01df7686-c981-467e-9786-0eeacf6a16b9","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":74,"box":{"x":89,"y":577,"width":793,"height":12}},{"id":"1218bf76-4346-4f90-b94b-2e5b092a3a8a","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":74,"box":{"x":89,"y":592,"width":828,"height":12}},{"id":"1329b2b1-785f-4375-9f0b-99221b6cf3cd","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":74,"box":{"x":89,"y":607,"width":852,"height":12}},{"id":"0b192f6a-3264-45c1-938c-9e47fa96b8cf","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":74,"box":{"x":89,"y":622,"width":877,"height":12}},{"id":"41982a01-68ea-4122-8098-a3bbb0c12166","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":74,"box":{"x":89,"y":637,"width":810,"height":13}},{"id":"a1152174-a34b-453a-8599-0c3ffcc929db","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":74,"box":{"x":89,"y":652,"width":835,"height":13}},{"id":"95869b52-1147-4898-a5f4-0f014d2914f3","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":74,"box":{"x":89,"y":668,"width":841,"height":12}},{"id":"03158ad6-1775-41bf-9fc2-fdcd9dfa1fc1","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":74,"box":{"x":89,"y":683,"width":874,"height":12}},{"id":"ac1e5396-aa85-446a-823f-8c42569c611e","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":74,"box":{"x":88,"y":698,"width":876,"height":12}},{"id":"da5cdda7-e993-436b-a07c-7441b2ac4125","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":74,"box":{"x":89,"y":713,"width":878,"height":12}},{"id":"dde9aed3-9823-4a0c-b198-07264c06da6a","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":74,"box":{"x":88,"y":728,"width":812,"height":12}},{"id":"0ae54731-6b2a-4e13-ae8a-13d726b55ab2","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":74,"box":{"x":88,"y":754,"width":867,"height":13}},{"id":"b3272102-604f-4154-a5d7-31ae08778dd7","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":74,"box":{"x":88,"y":770,"width":840,"height":12}},{"id":"3dcf115a-b53a-405b-9967-b6b91bf6ab63","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":74,"box":{"x":89,"y":785,"width":868,"height":12}},{"id":"468126b8-eb9f-41e0-811f-1f91cb1776dd","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":74,"box":{"x":89,"y":800,"width":829,"height":12}},{"id":"776b38c2-8e88-4d9b-8518-be2c27ba3de9","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":74,"box":{"x":89,"y":815,"width":876,"height":12}},{"id":"d7f6f1ee-8b3b-43e8-b51b-e6c485f97c67","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":74,"box":{"x":89,"y":830,"width":868,"height":12}},{"id":"695d27e2-2cb8-4db1-8708-21da3c696320","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":74,"box":{"x":89,"y":845,"width":879,"height":12}},{"id":"dc265c90-1fc0-4322-84bb-38415771ec87","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":74,"box":{"x":89,"y":860,"width":863,"height":13}},{"id":"3950c87b-7851-4df5-b4f5-f099961d511f","block_type":"box","text":"67","page_number":74,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"142f1e94-db20-45a7-be76-bc7e9e5ffd85","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":75,"box":{"x":89,"y":44,"width":874,"height":12}},{"id":"62b3b809-3347-465e-9072-4beb36ca5520","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":75,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"6f4cc6f5-47b6-415e-b64b-4ea20d093da6","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":75,"box":{"x":88,"y":74,"width":875,"height":12}},{"id":"44cd78d9-b781-41a4-900b-1932d0deb776","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":75,"box":{"x":89,"y":89,"width":840,"height":13}},{"id":"b7bfa305-4837-4e8d-88b8-93999f1ad623","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":75,"box":{"x":89,"y":104,"width":872,"height":13}},{"id":"177dbc0c-4ffe-4e1b-b4e3-b3f4a6774f5c","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":75,"box":{"x":89,"y":119,"width":817,"height":13}},{"id":"a50e81b0-c31a-4970-a7b3-4e33c1860700","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":75,"box":{"x":89,"y":135,"width":613,"height":12}},{"id":"6a872ef6-bd4d-434d-82da-396da788c5bb","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":75,"box":{"x":89,"y":161,"width":861,"height":12}},{"id":"a01ea4dd-adc2-46e6-bbee-3e1a827ac2eb","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":75,"box":{"x":89,"y":176,"width":814,"height":13}},{"id":"4a1b98f1-7bb4-4fd1-bd94-1c5170fbf350","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":75,"box":{"x":89,"y":191,"width":481,"height":13}},{"id":"36a682f8-ef56-44b5-ae1a-d2676e7ad004","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":75,"box":{"x":89,"y":218,"width":872,"height":12}},{"id":"b25fd217-9856-468c-8a79-211077d41301","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":75,"box":{"x":89,"y":233,"width":878,"height":12}},{"id":"41588625-c7c5-4c7a-aa1d-a29af55de9d0","block_type":"box","text":"to such security or asset.","page_number":75,"box":{"x":88,"y":248,"width":174,"height":12}},{"id":"fe54e71e-0070-451e-b876-b01331ce502d","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":75,"box":{"x":89,"y":274,"width":710,"height":13}},{"id":"465a3138-0a77-4353-87bf-19e47ef6144f","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":75,"box":{"x":89,"y":301,"width":868,"height":12}},{"id":"c8ac6f86-7c9f-4bb1-ad76-cb661ce9e36a","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":75,"box":{"x":89,"y":316,"width":873,"height":12}},{"id":"b91f2cea-fac4-4786-9d53-0f410f5b0253","block_type":"box","text":"Creation Units of the Funds (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":75,"box":{"x":89,"y":331,"width":838,"height":12}},{"id":"44bc7206-d272-4f7d-992e-ae616c0b0a8c","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":75,"box":{"x":89,"y":346,"width":845,"height":13}},{"id":"37df793c-89ba-4712-912e-e1cdbf6bff0d","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":75,"box":{"x":89,"y":361,"width":876,"height":13}},{"id":"92a60b4b-4ffe-4ea1-b59a-c4ac763a3e33","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":75,"box":{"x":89,"y":376,"width":875,"height":13}},{"id":"81e0459a-100a-4a93-8bb9-1ef36f909c11","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":75,"box":{"x":88,"y":392,"width":709,"height":12}},{"id":"6ca8a2ed-6b92-4908-b2a8-82da7547845c","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Funds may collect certain fees","page_number":75,"box":{"x":89,"y":418,"width":867,"height":12}},{"id":"1bbdba59-93f3-49d7-9e01-f05285f5c9b5","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":75,"box":{"x":88,"y":433,"width":809,"height":13}},{"id":"3ce03f96-80d5-48a5-ae8a-f1fe10d20b77","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Funds in determining the rates for fees collected by the","page_number":75,"box":{"x":89,"y":448,"width":844,"height":13}},{"id":"edaefcb7-c8f0-442e-8cad-88cfd6e56459","block_type":"box","text":"Funds related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":75,"box":{"x":89,"y":463,"width":871,"height":13}},{"id":"4a4e751e-b5f4-4f41-9bf9-c4b0e70af2f5","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":75,"box":{"x":89,"y":479,"width":870,"height":12}},{"id":"f6440d1f-08ed-41f9-ab20-ff96077fdeeb","block_type":"box","text":"and/or expenses incurred by a Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":75,"box":{"x":89,"y":494,"width":855,"height":12}},{"id":"d559f527-b4b2-4bd8-bf2a-11c865ca851c","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":75,"box":{"x":89,"y":509,"width":566,"height":12}},{"id":"aa690680-e5af-4d77-ac6c-3811aafc6c6e","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":75,"box":{"x":89,"y":535,"width":877,"height":13}},{"id":"2d0b7e19-22ee-4d10-89a9-42b3d5717191","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":75,"box":{"x":89,"y":550,"width":859,"height":13}},{"id":"58e20071-f536-45e1-91ac-1de730e37285","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":75,"box":{"x":89,"y":565,"width":861,"height":13}},{"id":"80733ed6-d524-4f11-b2f1-38e3827f49cf","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":75,"box":{"x":89,"y":581,"width":859,"height":12}},{"id":"4e544926-eba5-4d65-b90b-2e279b1667d5","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":75,"box":{"x":89,"y":596,"width":856,"height":12}},{"id":"4734c0ff-e24c-4768-bef9-ea0f9fdfa2f5","block_type":"box","text":"BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing","page_number":75,"box":{"x":89,"y":611,"width":846,"height":12}},{"id":"f55a58ca-3843-43e2-8281-146ffa613b15","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":75,"box":{"x":89,"y":626,"width":867,"height":12}},{"id":"116f90f1-1e9a-4561-bfc9-bf68ac285750","block_type":"box","text":"under no obligation to use BlackRock indices. Any Fund that enters into a license for a BlackRock index cannot be assured","page_number":75,"box":{"x":89,"y":641,"width":852,"height":12}},{"id":"2cc6c5ce-eae3-42ec-94c2-5c7608baa16e","block_type":"box","text":"that the terms of any index licensing agreement with BlackRock will be as favorable as those terms offered to other licensees.","page_number":75,"box":{"x":88,"y":656,"width":876,"height":13}},{"id":"359a9e74-2351-42c3-9135-41af955f6269","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":75,"box":{"x":89,"y":683,"width":681,"height":12}},{"id":"38e8dd7a-ed22-438f-b076-c410c52d2e4c","block_type":"box","text":"e.g","page_number":75,"box":{"x":771,"y":686,"width":20,"height":9}},{"id":"9f9e0fd7-3d2f-4244-899b-edfc8d805189","block_type":"box","text":"., custodians,","page_number":75,"box":{"x":793,"y":683,"width":90,"height":11}},{"id":"b89902bf-f1be-4b2e-bc97-1250ef1b2d32","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":75,"box":{"x":89,"y":698,"width":846,"height":12}},{"id":"80abdee2-0101-4e91-bd0d-a29f4aceebe1","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":75,"box":{"x":89,"y":713,"width":853,"height":12}},{"id":"58f37fee-727d-4cd1-9056-523052a15e74","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":75,"box":{"x":89,"y":728,"width":858,"height":12}},{"id":"bdb7ac0a-c9ef-49b8-99ed-cfc34e489815","block_type":"box","text":"with respect to a Fund. To the extent that BlackRock is responsible for paying service providers out of its fees that it receives","page_number":75,"box":{"x":88,"y":743,"width":866,"height":12}},{"id":"64fa517d-49d7-4d0c-8b41-34a52b5ace88","block_type":"box","text":"from the Funds, the benefits of lower fees, including any fee discounts or concessions, or any additional savings, may accrue,","page_number":75,"box":{"x":88,"y":758,"width":875,"height":13}},{"id":"1c36e59f-9ada-4f61-af2a-c59659d85d73","block_type":"box","text":"in whole or in part, to BlackRock, which could result in conflicts of interest relating to the use or termination of service","page_number":75,"box":{"x":89,"y":773,"width":825,"height":13}},{"id":"2b6a94a9-6aae-46d9-802d-c52b71c12bb3","block_type":"box","text":"providers to a Fund. In addition, conflicts of interest may arise with respect to contractual arrangements with third-party","page_number":75,"box":{"x":89,"y":788,"width":843,"height":13}},{"id":"05b3ce6e-3926-4ddf-8e7f-a31e28479ffd","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":75,"box":{"x":89,"y":804,"width":861,"height":12}},{"id":"848f655d-510c-4764-a9bd-a7d31610a682","block_type":"box","text":"on behalf of both funds that have a unitary management fee and those that do not or different service providers have","page_number":75,"box":{"x":89,"y":819,"width":819,"height":12}},{"id":"a272fd02-cf9d-42aa-a280-9d3436af1c61","block_type":"box","text":"different fee structures.","page_number":75,"box":{"x":89,"y":834,"width":161,"height":10}},{"id":"0130ae6b-58b0-4d0c-8dc3-56fe8afb583d","block_type":"box","text":"68","page_number":75,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"49073eae-8841-4e86-8746-2b7045e4906e","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":76,"box":{"x":89,"y":44,"width":817,"height":12}},{"id":"c6ea0414-bfb0-46f8-87c8-76eee056e57d","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":76,"box":{"x":89,"y":59,"width":853,"height":12}},{"id":"241cf51c-f67d-4b4f-8a75-8c91dd399d7f","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":76,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"6ee6b343-0521-4dc0-b98b-5133d5ddf0a3","block_type":"box","text":"client account over another.","page_number":76,"box":{"x":89,"y":89,"width":194,"height":10}},{"id":"1fb890d5-7b3f-4e15-bd19-99f23bfd96f7","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":76,"box":{"x":89,"y":116,"width":833,"height":12}},{"id":"fd9c01bd-a0cd-46de-b4e2-54914a030c89","block_type":"box","text":"systems used by Fund service providers. These systems are, or will be, used by a Fund service provider in connection with the","page_number":76,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"32b15914-955a-4014-a493-b759637fed34","block_type":"box","text":"provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the","page_number":76,"box":{"x":89,"y":146,"width":845,"height":12}},{"id":"7e222a42-0e65-4b92-8107-c436da13fae6","block_type":"box","text":"Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for the","page_number":76,"box":{"x":89,"y":161,"width":854,"height":12}},{"id":"a55e8f54-acf1-403a-8151-7dfe59211c53","block_type":"box","text":"use of the systems. A Fund service provider’s payments to BlackRock for the use of these systems may enhance the","page_number":76,"box":{"x":89,"y":176,"width":808,"height":13}},{"id":"0559fb5f-d733-41ef-9921-d41aeba05fd3","block_type":"box","text":"profitability of BlackRock.","page_number":76,"box":{"x":89,"y":191,"width":176,"height":13}},{"id":"dc91b242-afde-4058-ad05-2fc214562840","block_type":"box","text":"BlackRock’s receipt of fees from a service provider in connection with the use of systems provided by BlackRock may create","page_number":76,"box":{"x":89,"y":218,"width":863,"height":12}},{"id":"caf1ccc0-4b88-4ef6-8b31-344ff9014db1","block_type":"box","text":"an incentive for BlackRock to recommend that a Fund enter into or renew an arrangement with the service provider.","page_number":76,"box":{"x":89,"y":233,"width":810,"height":12}},{"id":"1ae6a71e-67b7-4718-9ad4-4ea655b2df97","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements","page_number":76,"box":{"x":89,"y":259,"width":861,"height":13}},{"id":"5f8bfe6f-c620-4657-bfcf-e9941aa75650","block_type":"box","text":"for certain services provided by BlackRock. Any such special pricing arrangements will not affect Fund fees and expenses","page_number":76,"box":{"x":88,"y":274,"width":845,"height":13}},{"id":"a7b44522-ce40-4469-84c2-f38cb1a49cc3","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":76,"box":{"x":89,"y":290,"width":334,"height":12}},{"id":"7f2608ff-2360-455d-b4ec-e406b060dfac","block_type":"box","text":"Present and future activities of BlackRock and its directors, officers and employees, in addition to those described in this","page_number":76,"box":{"x":89,"y":316,"width":838,"height":12}},{"id":"6acd36d9-e55b-48cb-a047-eb16126ec291","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":76,"box":{"x":89,"y":331,"width":383,"height":12}},{"id":"b261e91c-ca69-4bee-905a-398cb4937e30","block_type":"box","text":"Investment Advisory, Administrative and","page_number":76,"box":{"x":91,"y":362,"width":676,"height":29}},{"id":"09ca5962-0bbd-4ebd-92d2-ca656a727de1","block_type":"box","text":"Distribution Services","page_number":76,"box":{"x":91,"y":392,"width":343,"height":23}},{"id":"654c3a75-fe45-4a47-8a73-a0041ecee833","block_type":"box","text":"Investment Adviser.","page_number":76,"box":{"x":89,"y":433,"width":141,"height":10}},{"id":"c8b78d36-b56f-495d-853d-8e5357ac49b6","block_type":"box","text":"BFA serves as investment adviser to each Fund pursuant to an investment advisory agreement between","page_number":76,"box":{"x":240,"y":433,"width":722,"height":13}},{"id":"14261c29-7276-41fd-b92e-2dd24b2fbe89","block_type":"box","text":"the Trust, on behalf of each Fund, and BFA. BFA is a California corporation and a consolidated subsidiary of BlackRock, Inc.","page_number":76,"box":{"x":88,"y":448,"width":857,"height":13}},{"id":"56bbd573-2b99-4c89-a1b0-1064bc929008","block_type":"box","text":"and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment","page_number":76,"box":{"x":89,"y":463,"width":850,"height":13}},{"id":"423da0fd-d7e9-4a0d-9150-3c7646b94bb3","block_type":"box","text":"advisory agreement, BFA, subject to the supervision of the Board and in conformity with the stated investment policies of","page_number":76,"box":{"x":89,"y":479,"width":849,"height":12}},{"id":"fa78009f-adc0-4dae-9c90-047bed9a038f","block_type":"box","text":"each Fund, manages and administers the Trust and the investment of each Fund’s assets. BFA is responsible for placing","page_number":76,"box":{"x":89,"y":494,"width":835,"height":12}},{"id":"2c0091ac-c84f-433a-b7b7-a4729680ef82","block_type":"box","text":"purchase and sale orders and providing continuous supervision of the investment portfolio of each Fund.","page_number":76,"box":{"x":89,"y":509,"width":734,"height":12}},{"id":"76a76e4b-ef3e-4775-a016-fb2ad0ee8fae","block_type":"box","text":"Pursuant to the investment advisory agreement, BFA may, from time to time, in its sole discretion and to the extent permitted","page_number":76,"box":{"x":89,"y":535,"width":876,"height":13}},{"id":"8ff853e7-0df9-4d9f-bf17-c2c8f36a16cb","block_type":"box","text":"by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment","page_number":76,"box":{"x":89,"y":550,"width":851,"height":13}},{"id":"863ba7ca-fdce-4b99-a335-cded062976ce","block_type":"box","text":"advisory or other services with respect to a Fund. In addition, BFA may delegate certain of its investment advisory functions","page_number":76,"box":{"x":89,"y":565,"width":863,"height":13}},{"id":"e96e774f-3104-4658-b970-e2457624e3fd","block_type":"box","text":"under the investment advisory agreement to one or more of its affiliates to the extent permitted by applicable law. BFA may","page_number":76,"box":{"x":89,"y":581,"width":862,"height":12}},{"id":"41297393-890d-46db-b8d2-6ec8a13434bb","block_type":"box","text":"terminate any or all sub-advisers or such delegation arrangements in its sole discretion upon appropriate notice at any time","page_number":76,"box":{"x":88,"y":596,"width":865,"height":12}},{"id":"54c93123-be40-4973-886e-6b701652d3ae","block_type":"box","text":"to the extent permitted by applicable law.","page_number":76,"box":{"x":88,"y":611,"width":289,"height":12}},{"id":"61048816-cd0c-4f9d-adec-c2239ed2cce2","block_type":"box","text":"BFA is responsible, under the investment advisory agreement, for substantially all expenses of the Funds, including the cost","page_number":76,"box":{"x":89,"y":637,"width":862,"height":13}},{"id":"39f0a15e-b3dc-4a59-a587-ac6c8ea2b578","block_type":"box","text":"of transfer agency, custody, fund administration, legal, audit and other services. BFA is not responsible for, and the Funds will","page_number":76,"box":{"x":89,"y":652,"width":871,"height":13}},{"id":"ef6a30c7-3f25-4c20-a55e-5df284353ff4","block_type":"box","text":"bear, the management fees, interest expenses, taxes, expenses incurred with respect to the acquisition and disposition of","page_number":76,"box":{"x":89,"y":668,"width":848,"height":12}},{"id":"5cc892d4-ff7b-4e73-a613-efa65ac1773c","block_type":"box","text":"portfolio securities and the execution of portfolio transactions, including brokerage commissions, distribution fees or","page_number":76,"box":{"x":89,"y":683,"width":817,"height":12}},{"id":"0e9dfd20-6440-47b1-ac08-96d25170d06c","block_type":"box","text":"expenses, and litigation expenses and any extraordinary expenses (as determined by a majority of the Independent Trustees).","page_number":76,"box":{"x":89,"y":698,"width":877,"height":12}},{"id":"f0d215e9-6f54-4581-8568-bc87d5007e3e","block_type":"box","text":"For its investment advisory services to each Fund in the table below, BFA is entitled to an annual investment advisory fee","page_number":76,"box":{"x":89,"y":724,"width":840,"height":13}},{"id":"dd212b52-8774-4efa-8fc4-b2e22c3b051b","block_type":"box","text":"equal to the rate indicated below of the average daily value of each Fund’s net assets. The fees are accrued daily and typically","page_number":76,"box":{"x":89,"y":739,"width":875,"height":13}},{"id":"ea48693f-723b-48dc-9194-d2544a674a0a","block_type":"box","text":"paid monthly by the Fund.","page_number":76,"box":{"x":89,"y":754,"width":182,"height":13}},{"id":"96d4720c-70db-422f-8f24-0c2ed38bafbd","block_type":"box","text":"Fund","page_number":76,"box":{"x":89,"y":784,"width":27,"height":8}},{"id":"edaf1eb8-4196-409a-9314-6a0038629936","block_type":"box","text":"Annual Rate","page_number":76,"box":{"x":897,"y":784,"width":71,"height":8}},{"id":"28aaa368-2d8c-45e8-8587-c71e29c91a42","block_type":"box","text":"iShares Environmentally Aware Real Estate ETF 0.30%","page_number":76,"box":{"x":89,"y":806,"width":873,"height":12}},{"id":"3aecab0d-f89e-447c-9285-57a596a285c5","block_type":"box","text":"iShares Global REIT ETF","page_number":76,"box":{"x":89,"y":821,"width":165,"height":10}},{"id":"c8092dbb-d5f4-4f00-b073-b07f3d30b9af","block_type":"box","text":"0.14%","page_number":76,"box":{"x":920,"y":822,"width":42,"height":9}},{"id":"06367dc1-21b4-44ea-852c-401db5dcd3dc","block_type":"box","text":"iShares International Developed Real Estate ETF 0.48%","page_number":76,"box":{"x":89,"y":836,"width":873,"height":13}},{"id":"ccd2ecda-5c60-4b13-a81d-4aa56f90d5a1","block_type":"box","text":"69","page_number":76,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"2e2406e9-a804-431d-8e3f-8b1114fcd93f","block_type":"box","text":"For its investment advisory services to each Fund in the tables below, BFA is entitled to an annual investment advisory fee,","page_number":77,"box":{"x":89,"y":44,"width":851,"height":12}},{"id":"bdd372c1-d967-47e3-abd0-1faa7851c37a","block_type":"box","text":"accrued daily and typically paid monthly by the Fund. The investment advisory fee for each Fund equals the ratio of that","page_number":77,"box":{"x":89,"y":59,"width":839,"height":12}},{"id":"bd9d6e72-86ad-4218-8a31-4cbfab5b6ea3","block_type":"box","text":"Fund’s average daily net assets over the aggregate average daily net assets of the Fund and other Funds in the same fund","page_number":77,"box":{"x":89,"y":74,"width":848,"height":12}},{"id":"1f132361-872d-4236-a892-48a4e99b327b","block_type":"box","text":"group as indicated in each table below multiplied by the applicable assets in each tier then multiplied by the related tier rate","page_number":77,"box":{"x":89,"y":89,"width":863,"height":13}},{"id":"2a754c7a-9e79-4fe9-a962-0b058bd795cd","block_type":"box","text":"for the Fund indicated in the table. Only information that is applicable to a Fund is considered to form a part of that Fund’s","page_number":77,"box":{"x":88,"y":104,"width":857,"height":13}},{"id":"8b9a44fe-98a9-4a13-981c-0d13107e5bdc","block_type":"box","text":"SAI.","page_number":77,"box":{"x":88,"y":120,"width":27,"height":9}},{"id":"0cfb79e7-06ff-4647-825f-22a82298f1c8","block_type":"box","text":"Fund Group: iShares Europe ETF, iShares International Select Dividend ETF and iShares MSCI EAFE Small-Cap ETF","page_number":77,"box":{"x":95,"y":149,"width":735,"height":11}},{"id":"28efc72b-5b26-4f29-92af-e643e2bb409d","block_type":"box","text":"Fund First $12 billion Greater than","page_number":77,"box":{"x":95,"y":169,"width":451,"height":9}},{"id":"f541d756-e7a9-4684-9175-370f564b7e2b","block_type":"box","text":"$12 billion","page_number":77,"box":{"x":465,"y":180,"width":67,"height":10}},{"id":"7f7d2138-83d0-49b4-a4f7-45459910bc34","block_type":"box","text":"to $18 billion","page_number":77,"box":{"x":465,"y":192,"width":83,"height":9}},{"id":"92a5681a-e4c0-435e-bd5d-e0257ffc3aed","block_type":"box","text":"Greater than","page_number":77,"box":{"x":592,"y":169,"width":81,"height":9}},{"id":"3345bd03-7108-41a4-bd5e-3a9782af7784","block_type":"box","text":"$18 billion","page_number":77,"box":{"x":592,"y":180,"width":66,"height":10}},{"id":"2d5068a7-7c97-4edd-866a-e8efb702d7e7","block_type":"box","text":"to $24 billion","page_number":77,"box":{"x":592,"y":192,"width":84,"height":9}},{"id":"4514b1af-0386-4c37-a4a4-633f4571706c","block_type":"box","text":"Greater than","page_number":77,"box":{"x":719,"y":169,"width":81,"height":9}},{"id":"a260e137-fbbe-4e1f-b076-c3709f49b8dc","block_type":"box","text":"$24 billion","page_number":77,"box":{"x":719,"y":180,"width":67,"height":10}},{"id":"25c3ce9f-0f8b-46fe-9945-cb46a3ba3873","block_type":"box","text":"to $30 billion","page_number":77,"box":{"x":719,"y":192,"width":85,"height":9}},{"id":"42d441ab-e402-4a32-825e-8ca688c0642d","block_type":"box","text":"Greater than","page_number":77,"box":{"x":846,"y":169,"width":81,"height":9}},{"id":"67c681c7-4f95-43a4-96f2-d1361a2822d9","block_type":"box","text":"$30 billion","page_number":77,"box":{"x":846,"y":180,"width":68,"height":10}},{"id":"83f140d6-e9d1-47a0-993f-f946d3539637","block_type":"box","text":"iShares Europe ETF 0.6000% 0.570000% 0.541500% 0.514425% 0.488703%","page_number":77,"box":{"x":95,"y":211,"width":848,"height":12}},{"id":"edf66d86-d035-4dd5-91b4-b8c585928fdf","block_type":"box","text":"iShares International Select","page_number":77,"box":{"x":95,"y":231,"width":189,"height":10}},{"id":"726a9c05-1afa-4eac-ab1f-2f0d8fc73ec9","block_type":"box","text":"Dividend ETF","page_number":77,"box":{"x":95,"y":246,"width":91,"height":10}},{"id":"47e6cd62-d3ae-4f9b-b719-3379145aacd8","block_type":"box","text":"0.5000% 0.475000% 0.451250% 0.428687% 0.407253%","page_number":77,"box":{"x":365,"y":232,"width":578,"height":9}},{"id":"d75ca200-2d45-4198-bda5-820d58f65c1f","block_type":"box","text":"iShares MSCI EAFE Small-Cap","page_number":77,"box":{"x":95,"y":266,"width":207,"height":13}},{"id":"3e567dc8-7dc9-4ff2-abe0-c6547c30b749","block_type":"box","text":"ETF","page_number":77,"box":{"x":95,"y":282,"width":25,"height":9}},{"id":"3dd95280-fb3f-478d-9612-e29c1c69022b","block_type":"box","text":"0.4000% 0.380000% 0.361000% 0.342950% 0.325802%","page_number":77,"box":{"x":365,"y":267,"width":579,"height":9}},{"id":"ccbeaa80-3f56-4b3f-818a-03c69e638712","block_type":"box","text":"Fund Group: iShares Expanded Tech Sector ETF, iShares Expanded Tech-Software Sector ETF, iShares Global Clean Energy ETF,","page_number":77,"box":{"x":95,"y":309,"width":819,"height":11}},{"id":"99884ce9-7e9d-4b53-b7c0-2a39db266f65","block_type":"box","text":"iShares Global Comm Services ETF, iShares Global Consumer Discretionary ETF, iShares Global Consumer Staples ETF, iShares Global","page_number":77,"box":{"x":94,"y":320,"width":862,"height":11}},{"id":"fd51f4cf-0048-4db9-be9c-20006cf7772a","block_type":"box","text":"Energy ETF, iShares Global Financials ETF, iShares Global Healthcare ETF, iShares Global Industrials ETF, iShares Global Infrastructure","page_number":77,"box":{"x":95,"y":331,"width":861,"height":12}},{"id":"14885236-976d-4619-865e-7d983a24945d","block_type":"box","text":"ETF, iShares Global Materials ETF, iShares Global Tech ETF, iShares Global Timber & Forestry ETF, iShares Global Utilities ETF, iShares","page_number":77,"box":{"x":95,"y":343,"width":855,"height":11}},{"id":"2b024ef1-8935-4de9-913e-2056ea89cc63","block_type":"box","text":"North American Natural Resources ETF, iShares Semiconductor ETF and iShares U.S. Digital Infrastructure and Real Estate ETF","page_number":77,"box":{"x":95,"y":354,"width":818,"height":11}},{"id":"21fadb44-e6a0-4914-b732-98a33a547bde","block_type":"box","text":"Fund First $10 billion Greater than","page_number":77,"box":{"x":95,"y":374,"width":403,"height":10}},{"id":"54317aa3-f81b-45d3-b09d-83aa948e744a","block_type":"box","text":"$10 billion","page_number":77,"box":{"x":418,"y":386,"width":66,"height":9}},{"id":"694952ba-7971-4404-ae66-82c841eebf3b","block_type":"box","text":"to $20 billion","page_number":77,"box":{"x":417,"y":397,"width":85,"height":9}},{"id":"10e93486-fcbc-4253-9cf7-afc057f7919c","block_type":"box","text":"Greater than","page_number":77,"box":{"x":529,"y":374,"width":80,"height":9}},{"id":"b721d2c0-eea4-4a3a-a636-98a0afcb6fdb","block_type":"box","text":"$20 billion","page_number":77,"box":{"x":529,"y":386,"width":67,"height":9}},{"id":"925d2295-27b4-4cf2-9742-0bac0287deb8","block_type":"box","text":"to $30 billion","page_number":77,"box":{"x":528,"y":397,"width":85,"height":9}},{"id":"7b282ec8-c12f-4935-af5a-a797c199ac85","block_type":"box","text":"Greater than","page_number":77,"box":{"x":640,"y":374,"width":80,"height":9}},{"id":"0b6587db-6284-4538-8516-a9b4efda5662","block_type":"box","text":"$30 billion","page_number":77,"box":{"x":640,"y":386,"width":67,"height":9}},{"id":"e23d9b77-7ab6-4eb6-9766-3c63cdf3afdc","block_type":"box","text":"to $40 billion","page_number":77,"box":{"x":639,"y":397,"width":85,"height":9}},{"id":"82e75aee-1cb9-44d8-9819-1f1f5135659d","block_type":"box","text":"Greater than","page_number":77,"box":{"x":751,"y":374,"width":80,"height":9}},{"id":"b6bb1e3c-388d-441a-960f-8a8271d665f1","block_type":"box","text":"$40 billion","page_number":77,"box":{"x":751,"y":386,"width":67,"height":9}},{"id":"e47bc194-9cc2-4157-be58-025c7fd0b0aa","block_type":"box","text":"to $100 billion","page_number":77,"box":{"x":750,"y":397,"width":92,"height":9}},{"id":"94ebb23b-3803-4fcb-bfe9-db672e2ac444","block_type":"box","text":"Greater than","page_number":77,"box":{"x":862,"y":374,"width":80,"height":9}},{"id":"6a7e09e9-6b75-4c6a-a5ac-ee1bfb971ff0","block_type":"box","text":"$100 billion","page_number":77,"box":{"x":862,"y":386,"width":74,"height":9}},{"id":"55526f4e-d9c2-46ab-b970-20e18fd4d91c","block_type":"box","text":"iShares Expanded Tech","page_number":77,"box":{"x":95,"y":416,"width":159,"height":13}},{"id":"cf0ed8b8-738f-41fc-b587-c4311432f5de","block_type":"box","text":"Sector ETF","page_number":77,"box":{"x":94,"y":432,"width":75,"height":9}},{"id":"bf5a3ff1-2f6f-4382-9ac1-71365d567ed3","block_type":"box","text":"0.480000% 0.430000% 0.380000% 0.342000% 0.307800% 0.292410%","page_number":77,"box":{"x":317,"y":417,"width":634,"height":9}},{"id":"f668eebe-8bd9-43f3-ac88-76781946a746","block_type":"box","text":"iShares Expanded Tech","page_number":77,"box":{"x":95,"y":451,"width":166,"height":13}},{"id":"82ec7a86-e3e5-4942-9f77-d4097d6548e7","block_type":"box","text":"Software Sector ETF","page_number":77,"box":{"x":94,"y":467,"width":141,"height":9}},{"id":"9a425707-5896-4909-9809-2c89113c941f","block_type":"box","text":"0.480000% 0.430000% 0.380000% 0.342000% 0.307800% 0.292410%","page_number":77,"box":{"x":317,"y":452,"width":634,"height":9}},{"id":"1fbb6c54-1718-4010-bd47-4f8e510609ae","block_type":"box","text":"iShares Global Clean Energy","page_number":77,"box":{"x":95,"y":487,"width":194,"height":12}},{"id":"986e89d3-c911-4963-a64c-6cf78693ae35","block_type":"box","text":"ETF","page_number":77,"box":{"x":95,"y":503,"width":25,"height":8}},{"id":"565d9108-96fd-46c2-8e02-19a933d732e3","block_type":"box","text":"0.480000% 0.430000% 0.380000% 0.342000% 0.307800% 0.292410%","page_number":77,"box":{"x":317,"y":487,"width":634,"height":9}},{"id":"8d5df93d-34e1-4f6e-9de3-6c89bef21a3b","block_type":"box","text":"iShares Global Comm","page_number":77,"box":{"x":95,"y":522,"width":149,"height":10}},{"id":"b26e1728-55e9-4bad-9b9e-b6891689d86f","block_type":"box","text":"Services ETF","page_number":77,"box":{"x":94,"y":538,"width":87,"height":9}},{"id":"41159a40-bd58-47e7-a543-f003943a030b","block_type":"box","text":"0.480000% 0.430000% 0.380000% 0.342000% 0.307800% 0.292410%","page_number":77,"box":{"x":317,"y":523,"width":634,"height":9}},{"id":"8394e42e-537e-4f66-92ac-70bc07103943","block_type":"box","text":"iShares Global Consumer","page_number":77,"box":{"x":95,"y":557,"width":175,"height":10}},{"id":"3bda3eb0-8365-422f-8271-5ebbe5cf36d5","block_type":"box","text":"Discretionary ETF","page_number":77,"box":{"x":95,"y":573,"width":122,"height":12}},{"id":"c34470b7-02ae-461f-b848-daa6f477527b","block_type":"box","text":"0.480000% 0.430000% 0.380000% 0.342000% 0.307800% 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The contractual waiver may be terminated prior to August 30, 2030 only upon written agreement of the","page_number":78,"box":{"x":132,"y":657,"width":811,"height":10}},{"id":"7c4e970b-4353-44cb-a0d3-ca555b7c1282","block_type":"box","text":"Trust and BFA. Prior to August 29, 2025, BFA has elected to implement a voluntary fee waiver to waive a portion of its management fees in an","page_number":78,"box":{"x":132,"y":669,"width":792,"height":10}},{"id":"fb482b08-6c0a-4619-9d98-bafdb2c99563","block_type":"box","text":"amount equal to the Acquired Fund Fees and Expenses, if any, attributable to investment by the Fund in other series of the Trust and iShares, Inc.","page_number":78,"box":{"x":132,"y":682,"width":811,"height":10}},{"id":"0360e033-c3a7-433f-ba10-9cfd6fffdf9c","block_type":"box","text":"The investment advisory agreement with respect to each Fund continues in effect for two years from its effective date, and","page_number":78,"box":{"x":88,"y":705,"width":858,"height":13}},{"id":"f70f3c82-e784-403d-be21-624c53432d40","block_type":"box","text":"thereafter is subject to annual approval by (i) the Board, or (ii) the vote of a majority of the outstanding voting securities (as","page_number":78,"box":{"x":88,"y":720,"width":864,"height":13}},{"id":"ad76b71a-588a-43f1-8291-6e8ddef48245","block_type":"box","text":"defined in the 1940 Act) of the applicable Fund, provided that in either event such continuance also is approved by a majority","page_number":78,"box":{"x":89,"y":736,"width":877,"height":12}},{"id":"a3522083-21cb-41af-a376-1ef9bc3d84c3","block_type":"box","text":"of the Board members who are not interested persons (as defined in the 1940 Act) of the applicable Fund, by a vote cast in","page_number":78,"box":{"x":89,"y":751,"width":858,"height":12}},{"id":"fd83e4bb-919d-4e9b-be73-af9ae78268e3","block_type":"box","text":"person at a meeting called for the purpose of voting on such approval.","page_number":78,"box":{"x":89,"y":766,"width":491,"height":12}},{"id":"d6bf9217-1544-490c-bddc-0f600e7fa60f","block_type":"box","text":"The investment advisory agreement with respect to each Fund is terminable without penalty, on 60 days’ notice, by the Board","page_number":78,"box":{"x":88,"y":792,"width":879,"height":13}},{"id":"937537b8-867a-4b3b-9591-59573c6cb0bc","block_type":"box","text":"or by a vote of the holders of a majority of the applicable Fund’s outstanding voting securities (as defined in the 1940 Act).","page_number":78,"box":{"x":89,"y":807,"width":858,"height":13}},{"id":"d5817b16-ac30-4b6f-87b1-5218085b4a45","block_type":"box","text":"The investment advisory agreement is also terminable upon 60 days’ notice by BFA and will terminate automatically in the","page_number":78,"box":{"x":88,"y":822,"width":856,"height":13}},{"id":"5779e027-8b17-459f-bdd1-8cc35f749e36","block_type":"box","text":"event of its assignment (as defined in the 1940 Act).","page_number":78,"box":{"x":89,"y":838,"width":365,"height":12}},{"id":"345545e4-eee7-49d9-b3d5-721ac5db07c6","block_type":"box","text":"71","page_number":78,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"bb083517-19ed-4d8e-ab70-80117b095616","block_type":"box","text":"Portfolio Managers.","page_number":79,"box":{"x":89,"y":44,"width":141,"height":12}},{"id":"17f252ab-6099-46c1-8f4c-98ecc7cff860","block_type":"box","text":"The individuals named as Portfolio Managers in each Fund’s Prospectus were also primarily responsible","page_number":79,"box":{"x":239,"y":44,"width":724,"height":12}},{"id":"488db8ca-0db7-47f7-8974-58c5eae304ab","block_type":"box","text":"for the day-to-day management of other iShares funds and certain other types of portfolios and/or accounts. The tables","page_number":79,"box":{"x":88,"y":59,"width":844,"height":12}},{"id":"0eb8bfa4-e0a8-44ae-98b3-86d91c0857b1","block_type":"box","text":"below show, for each Portfolio Manager, the number of portfolios or accounts that are registered investment companies","page_number":79,"box":{"x":89,"y":74,"width":838,"height":12}},{"id":"fff00b70-20b0-49a2-ad74-c3ee443dccad","block_type":"box","text":"(other than the Funds included in this SAI), other pooled investment vehicles, and other accounts; the aggregate of total","page_number":79,"box":{"x":89,"y":89,"width":841,"height":13}},{"id":"a4f185a1-a3bc-43ed-9acc-ca48ab9472d9","block_type":"box","text":"assets in those portfolios or accounts; and the number and aggregate of total assets in those portfolios or accounts when","page_number":79,"box":{"x":89,"y":104,"width":851,"height":13}},{"id":"9307b5b5-08f9-4380-819b-498e6df2e39e","block_type":"box","text":"they have performance-based fees, as of April 30, 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As a consequence, from time to","page_number":79,"box":{"x":88,"y":695,"width":855,"height":13}},{"id":"d4ae9d41-9583-4390-b20a-b46b741a68b2","block_type":"box","text":"time each Fund may receive a smaller allocation of an investment opportunity than it would have if the Portfolio Managers","page_number":79,"box":{"x":88,"y":710,"width":857,"height":13}},{"id":"b9b71733-9e48-4667-9a3a-6327dfb6dcec","block_type":"box","text":"and BFA and its affiliates did not manage other portfolios or accounts.","page_number":79,"box":{"x":89,"y":725,"width":489,"height":13}},{"id":"851286e1-3a63-43ce-83c6-5fe93ada8401","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":79,"box":{"x":89,"y":752,"width":875,"height":12}},{"id":"66c44495-c9fb-478d-b9a1-36ba72d5b349","block_type":"box","text":"portfolio management generally pay an asset-based fee to BFA or its affiliates, as applicable, for its advisory services. One or","page_number":79,"box":{"x":89,"y":767,"width":866,"height":12}},{"id":"73a4ccad-efb0-41ee-8a05-384c24ea16d3","block_type":"box","text":"more of those other portfolios or accounts, however, may pay BFA or its affiliates a performance-based fee in lieu of, or in","page_number":79,"box":{"x":89,"y":782,"width":846,"height":12}},{"id":"970f5c69-546b-44ee-b4fa-80a4236d126e","block_type":"box","text":"addition to, an asset-based fee for its advisory services. A portfolio or account with a performance-based fee would pay BFA","page_number":79,"box":{"x":89,"y":797,"width":866,"height":13}},{"id":"6a1919af-6a1d-4b63-aecd-67ce9eb7a0f9","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":79,"box":{"x":89,"y":812,"width":834,"height":13}},{"id":"585102ff-eb9b-4f95-986b-2dfc1d276574","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":79,"box":{"x":88,"y":828,"width":879,"height":12}},{"id":"0b858f05-9c77-40b0-aa15-4789dada55b5","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":79,"box":{"x":88,"y":843,"width":799,"height":12}},{"id":"14db236e-e680-402e-994d-976080145187","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":79,"box":{"x":89,"y":858,"width":832,"height":12}},{"id":"5b9ef8c5-9747-4a15-a2ce-1cdbf98fa21f","block_type":"box","text":"72","page_number":79,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"dd436678-2c16-4c43-9f4d-248e9164bc49","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":80,"box":{"x":89,"y":44,"width":843,"height":12}},{"id":"e9aa2d8f-4498-4cf2-ab48-11bf6620dc18","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":80,"box":{"x":89,"y":59,"width":872,"height":12}},{"id":"f9967814-93c9-4c7a-99ca-1a6b3fb3c3af","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":80,"box":{"x":89,"y":74,"width":865,"height":12}},{"id":"0455406b-dba3-426d-9cd8-3b72fe003fdf","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":80,"box":{"x":89,"y":89,"width":845,"height":13}},{"id":"5fa823ac-bd48-4e20-849d-945c11c14085","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":80,"box":{"x":89,"y":104,"width":791,"height":13}},{"id":"ca437df6-213e-4cb1-aa50-ea129f4af30a","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":80,"box":{"x":88,"y":131,"width":303,"height":12}},{"id":"45b1251a-f0ed-4b7e-8c92-1f9303fef8a8","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of April 30, 2026.","page_number":80,"box":{"x":88,"y":157,"width":638,"height":13}},{"id":"5fc624ef-90dd-4cb7-aa32-ccb9b900ed3c","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":80,"box":{"x":89,"y":184,"width":824,"height":12}},{"id":"5f86de9c-6755-4975-9088-cad0828ba094","block_type":"box","text":"emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of","page_number":80,"box":{"x":89,"y":199,"width":861,"height":12}},{"id":"a67a15b7-f5d6-4343-82b0-c7e019f377a1","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":80,"box":{"x":89,"y":214,"width":836,"height":12}},{"id":"51011ed7-4eb4-437a-9a5c-b2a91b229704","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":80,"box":{"x":89,"y":229,"width":865,"height":12}},{"id":"d6395c54-1932-4932-940e-b26c43b1e1ff","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":80,"box":{"x":89,"y":244,"width":496,"height":13}},{"id":"6c0a1670-f230-4f84-8676-f93ffe1ae259","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":80,"box":{"x":89,"y":271,"width":850,"height":12}},{"id":"3892c724-df4b-4c82-8712-420ba624292f","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":80,"box":{"x":89,"y":286,"width":787,"height":12}},{"id":"faeab35c-0ef9-49d9-943a-5b82148d7fc5","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":80,"box":{"x":89,"y":301,"width":872,"height":12}},{"id":"8be78da5-b7a0-4c37-abe7-abc0dc6d5185","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":80,"box":{"x":88,"y":316,"width":856,"height":12}},{"id":"aec330e8-497d-4c29-bffc-ea4d56f10917","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":80,"box":{"x":88,"y":331,"width":876,"height":12}},{"id":"c64369e4-d6ef-426f-b80d-9a7eb44ced31","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":80,"box":{"x":89,"y":346,"width":835,"height":13}},{"id":"93512f64-2d49-458e-a2d9-d2702d869816","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":80,"box":{"x":89,"y":361,"width":815,"height":13}},{"id":"1b5ce913-eae7-4795-80f5-fd56c6272183","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":80,"box":{"x":89,"y":376,"width":824,"height":13}},{"id":"b1434ad6-f425-44ec-bd93-45eb4b6aa89b","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":80,"box":{"x":89,"y":392,"width":847,"height":12}},{"id":"24adcbfd-02cc-4bc7-922f-d20a7dfd0e6a","block_type":"box","text":"shareholders and motivate performance.","page_number":80,"box":{"x":89,"y":407,"width":284,"height":12}},{"id":"e0b27925-3dbe-4cca-8992-9b3eaed4ed9f","block_type":"box","text":"As of April 30, 2026, the Portfolio Managers did not beneficially own shares of each Fund.","page_number":80,"box":{"x":88,"y":433,"width":627,"height":13}},{"id":"4718a209-ce21-4684-a8e5-5d56dfbcffa7","block_type":"box","text":"Codes of Ethics.","page_number":80,"box":{"x":89,"y":460,"width":114,"height":9}},{"id":"bd31ce22-b7ac-42d5-9396-b97bb2957d02","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":80,"box":{"x":211,"y":460,"width":751,"height":12}},{"id":"2bfdf890-ac64-4d26-8d2c-d21140853bfe","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":80,"box":{"x":88,"y":475,"width":833,"height":12}},{"id":"968c81ec-b576-4930-bb34-617644279147","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":80,"box":{"x":89,"y":490,"width":865,"height":12}},{"id":"6ed2afd8-915c-4764-b9b0-65dc15bc6f99","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":80,"box":{"x":88,"y":505,"width":829,"height":12}},{"id":"60e343ca-b5a3-42c8-a9b0-1ec6e98ab171","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":80,"box":{"x":89,"y":520,"width":754,"height":12}},{"id":"22c15fc7-4a47-4bc9-877c-5b4258dfe0cf","block_type":"box","text":"publicinfo@sec.gov.","page_number":80,"box":{"x":89,"y":535,"width":139,"height":13}},{"id":"6037fd95-c93f-423a-989b-58ea3eea9903","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":80,"box":{"x":88,"y":562,"width":282,"height":12}},{"id":"13384552-0577-42d8-ae85-fff5513f1c3a","block_type":"box","text":"The Funds are subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":80,"box":{"x":379,"y":562,"width":588,"height":12}},{"id":"05775562-cb43-4321-abfc-348c9e83a426","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":80,"box":{"x":89,"y":577,"width":877,"height":12}},{"id":"50a52ac9-d3fd-4591-9ee4-d92f3df7ac65","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":80,"box":{"x":89,"y":592,"width":870,"height":12}},{"id":"a43ac86e-1f9c-43c0-831e-71528901d920","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":80,"box":{"x":88,"y":607,"width":860,"height":12}},{"id":"e4d290a5-25b1-48a8-8b71-f325517d78b5","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":80,"box":{"x":88,"y":622,"width":807,"height":12}},{"id":"3bfcf17a-400b-4be2-ad67-4a1803816392","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":80,"box":{"x":89,"y":637,"width":367,"height":13}},{"id":"f5d9ce6f-07af-4cb6-9b79-dea42b8f1f68","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":80,"box":{"x":88,"y":664,"width":860,"height":12}},{"id":"c55915b6-717c-4423-a70e-01fe856afe11","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":80,"box":{"x":88,"y":679,"width":844,"height":12}},{"id":"76ed9b5d-c3f4-4410-b9c5-b8dc0856ac08","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":80,"box":{"x":89,"y":694,"width":839,"height":12}},{"id":"065c5754-b549-40d5-91b0-006c37a9f7ad","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":80,"box":{"x":89,"y":709,"width":721,"height":12}},{"id":"3bb2272f-ef34-4818-b199-0e98ba46c522","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":80,"box":{"x":88,"y":736,"width":329,"height":12}},{"id":"d9602ed2-ba10-4a32-9874-af3553d446fb","block_type":"box","text":"State Street Bank and Trust Company (“State Street”), Citibank, N.A. (“Citibank”), The Bank of New York Mellon (“BNY","page_number":80,"box":{"x":88,"y":762,"width":826,"height":12}},{"id":"de3af29b-b8f2-4927-9973-4f311b3b2b83","block_type":"box","text":"Mellon”) and JPMorgan (together, the “Administrators”) serve as administrator, custodian and transfer agents for the funds","page_number":80,"box":{"x":89,"y":777,"width":860,"height":12}},{"id":"134a90f1-bc38-4294-9512-f6bfbe71895d","block_type":"box","text":"listed in their respective Master Services Agreements and Service Schedule (the “MSAs”). State Street’s principal address is","page_number":80,"box":{"x":89,"y":792,"width":859,"height":13}},{"id":"0dd5d85d-9a54-4de0-a355-f72c305e1185","block_type":"box","text":"One Congress Street, Suite 1, Boston, MA 02114-2014, Citibank’s principal address is 388 Greenwich Street, New York, NY","page_number":80,"box":{"x":89,"y":807,"width":846,"height":13}},{"id":"e3409f5c-1ffa-4cb2-931b-07cbbfa1e40d","block_type":"box","text":"10013, BNY Mellon’s principal address is 240 Greenwich Street, New York, NY 10286, and JPMorgan’s principal address is 383","page_number":80,"box":{"x":90,"y":822,"width":873,"height":13}},{"id":"9f60f201-27b2-4b71-a145-05e1c6d05591","block_type":"box","text":"Madison Avenue, 11th Floor, New York, NY 10179. The individual Administrator for each Fund can be found in the Fund’s","page_number":80,"box":{"x":89,"y":838,"width":844,"height":11}},{"id":"4a964be6-8ab5-4c59-bd0d-1807b5e7ecbf","block_type":"box","text":"prospectus. Pursuant to their respective MSAs, the Administrators provide necessary administrative, tax and accounting and","page_number":80,"box":{"x":89,"y":853,"width":871,"height":12}},{"id":"ef0aadca-f55d-4221-8ac5-45c0bed18b03","block_type":"box","text":"73","page_number":80,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9c23f465-db67-4c14-9794-9b075e2e23ca","block_type":"box","text":"financial reporting services for the maintenance and operations of the Trust and each Fund. In addition, the Administrators","page_number":81,"box":{"x":88,"y":44,"width":860,"height":12}},{"id":"cd8f3521-ad12-4bb2-9b0b-c1e439de6f3a","block_type":"box","text":"make available the office space, equipment, personnel and facilities required to provide such services. Pursuant to the MSAs","page_number":81,"box":{"x":89,"y":59,"width":866,"height":12}},{"id":"bc4dd82d-c880-4dc2-8c7d-b66d55501d5b","block_type":"box","text":"with the Trust, the Administrators maintain, in separate accounts, cash, securities and other assets of the Trust and each","page_number":81,"box":{"x":88,"y":74,"width":845,"height":12}},{"id":"c92b2f21-aa42-4a60-bea5-ca3b4097885c","block_type":"box","text":"Fund, keep all necessary accounts and records and provide other services. The Administrators are required, upon order of the","page_number":81,"box":{"x":89,"y":89,"width":877,"height":13}},{"id":"df3273dc-6626-450a-b593-d5704c0e020f","block_type":"box","text":"Trust, to deliver securities held by the Administrators and to make payments for securities purchased by the Trust for each","page_number":81,"box":{"x":88,"y":104,"width":855,"height":13}},{"id":"0849ffa1-1a45-4771-a373-bf14d82503aa","block_type":"box","text":"Fund. The Administrators are authorized to appoint certain foreign custodians or foreign custody managers for Fund","page_number":81,"box":{"x":89,"y":119,"width":816,"height":13}},{"id":"64c2874b-619c-4707-b28d-c656684dc932","block_type":"box","text":"investments outside the U.S. Pursuant to the MSAs with the Trust, the Administrators act as a transfer agent for each Fund’s","page_number":81,"box":{"x":89,"y":135,"width":870,"height":12}},{"id":"ea2082b8-3d80-43d2-8cae-b2df29cadfab","block_type":"box","text":"authorized and issued shares of beneficial interest, and as dividend disbursing agent of the Trust. As compensation for these","page_number":81,"box":{"x":89,"y":150,"width":871,"height":12}},{"id":"3b3e1e56-de6f-4c44-8986-4e86e1b5f561","block_type":"box","text":"services, the Administrators receive certain out-of-pocket costs, transaction fees and asset-based fees which are accrued","page_number":81,"box":{"x":89,"y":165,"width":847,"height":12}},{"id":"4564e59e-00f1-4789-b297-e1c8fd9efd25","block_type":"box","text":"daily and paid monthly by BFA. BFA pays the Administrators the compensation because it has agreed to pay these operating","page_number":81,"box":{"x":89,"y":180,"width":866,"height":12}},{"id":"d1d724e1-3f7d-4803-b3ad-244dab005574","block_type":"box","text":"expenses under their respective Investment Advisory Agreements as described therein.","page_number":81,"box":{"x":89,"y":195,"width":608,"height":12}},{"id":"95925207-7641-4713-b218-f224795af5d9","block_type":"box","text":"JPMorgan serves as custodian for the Funds in connection with certain securities lending activities under a Custody Services","page_number":81,"box":{"x":88,"y":222,"width":869,"height":12}},{"id":"1af563ed-536c-43aa-9325-b277a5401bc9","block_type":"box","text":"Agreement. Pursuant to the Custody Services Agreement with BTC and the Trust, JPMorgan provides custody and related","page_number":81,"box":{"x":88,"y":237,"width":849,"height":12}},{"id":"4a3e49dc-3707-43a5-8f95-67e896b94e1a","block_type":"box","text":"services required to facilitate securities lending by each Fund. JPMorgan maintains custody as may be necessary to facilitate","page_number":81,"box":{"x":89,"y":252,"width":865,"height":12}},{"id":"395f7ac7-4b59-473b-8e39-9b3fc941969d","block_type":"box","text":"Fund securities lending activity in coordination with other funds, maintains custodial records and provides other services. As","page_number":81,"box":{"x":89,"y":267,"width":871,"height":12}},{"id":"256fd4c4-ee72-4024-84e6-a39e53972709","block_type":"box","text":"compensation for these services, JPMorgan receives certain fees and expenses paid by BTC from its compensation for its","page_number":81,"box":{"x":89,"y":282,"width":841,"height":12}},{"id":"60274f80-02c6-4040-b37f-fb115d643d70","block_type":"box","text":"services as securities lending agent.","page_number":81,"box":{"x":89,"y":297,"width":249,"height":12}},{"id":"c1b69152-2f3a-4c36-a8fa-0e8d0ccfc43c","block_type":"box","text":"Distributor.","page_number":81,"box":{"x":89,"y":324,"width":80,"height":9}},{"id":"0dd55032-3b3f-4798-9d0b-c2c8f6b0ac17","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":81,"box":{"x":178,"y":324,"width":783,"height":12}},{"id":"ed8d7a03-fddc-4e52-8c13-e4aeaaf8b7cb","block_type":"box","text":"sale by the Funds through the Distributor or its agent only in Creation Units, as described in the applicable Prospectus and","page_number":81,"box":{"x":89,"y":339,"width":854,"height":12}},{"id":"e3891449-aac8-4acc-8b3a-1e88278bdda5","block_type":"box","text":"below in the","page_number":81,"box":{"x":89,"y":354,"width":85,"height":10}},{"id":"c004fffd-02f1-438f-934e-cfeacedb8b0b","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":81,"box":{"x":179,"y":354,"width":300,"height":12}},{"id":"d5f76082-a6da-437f-8817-36738cc363f2","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units","page_number":81,"box":{"x":484,"y":354,"width":473,"height":10}},{"id":"d1f657eb-e718-47e7-becb-fc36c934567b","block_type":"box","text":"are generally not distributed by the Distributor or its agent. The Distributor or its agent will arrange for the delivery of the","page_number":81,"box":{"x":89,"y":369,"width":845,"height":12}},{"id":"19e3f0ba-f6b8-476c-9757-db3ea84bcec4","block_type":"box","text":"applicable Prospectus and, upon request, this SAI to persons purchasing Creation Units and will maintain records of both","page_number":81,"box":{"x":89,"y":384,"width":846,"height":12}},{"id":"a55252fb-8de1-41ec-b7f8-63d04b5a02d2","block_type":"box","text":"orders placed with it or its agents and confirmations of acceptance furnished by it or its agents. The Distributor is a broker","page_number":81,"box":{"x":89,"y":399,"width":861,"height":13}},{"id":"051534aa-215d-4e2b-9feb-87e02214b9d5","block_type":"box","text":"dealer registered under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial","page_number":81,"box":{"x":89,"y":414,"width":852,"height":13}},{"id":"53f74b98-a532-4f63-b5d3-d77fd39d5b92","block_type":"box","text":"Industry Regulatory Authority, Inc. (“FINRA”). The Distributor is also licensed as a broker-dealer in all 50 U.S. states, as well as","page_number":81,"box":{"x":89,"y":429,"width":876,"height":13}},{"id":"db582e57-e222-43c9-86f0-ddcf43f0cb61","block_type":"box","text":"in Puerto Rico, the U.S. Virgin Islands and the District of Columbia.","page_number":81,"box":{"x":89,"y":445,"width":462,"height":12}},{"id":"9a7cb8e1-537f-4e1e-94a5-e2f489e08c5d","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":81,"box":{"x":88,"y":471,"width":829,"height":12}},{"id":"086ca4fd-9aaf-4d38-9f0a-ff7f3ea20ed0","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":81,"box":{"x":89,"y":486,"width":840,"height":12}},{"id":"8cd63cae-2d2f-4dc4-ba49-6693412e8a6f","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":81,"box":{"x":88,"y":501,"width":861,"height":13}},{"id":"b0b94ada-e5c7-41f4-bfc4-ef4ff6bb404f","block_type":"box","text":"The Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":81,"box":{"x":88,"y":516,"width":811,"height":13}},{"id":"53e510a2-21af-4f3b-b6f5-7925b6d9d73e","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":81,"box":{"x":88,"y":543,"width":848,"height":12}},{"id":"b02d34b4-dd15-427b-a94c-c9679c586f07","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), Depository","page_number":81,"box":{"x":89,"y":558,"width":866,"height":12}},{"id":"dd70d81a-5ec3-4085-8f83-aff23aae402c","block_type":"box","text":"Trust Company (“DTC”) participants and/or investor services organizations.","page_number":81,"box":{"x":88,"y":573,"width":530,"height":12}},{"id":"7c2496b0-9c77-4db8-b425-f3c8cfdb1156","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":81,"box":{"x":89,"y":599,"width":847,"height":13}},{"id":"f64acc15-9a4e-4db5-9b64-31a053203cd8","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":81,"box":{"x":89,"y":615,"width":743,"height":12}},{"id":"8133adab-a310-4da7-9f4d-f9fa2ffcd71b","block_type":"box","text":"Securities Lending.","page_number":81,"box":{"x":88,"y":641,"width":137,"height":12}},{"id":"73e38014-d40f-4ece-95eb-5a74fdba4d84","block_type":"box","text":"To the extent that a Fund engages in securities lending, each Fund conducts its securities lending","page_number":81,"box":{"x":234,"y":641,"width":681,"height":12}},{"id":"68a9493c-497e-498c-919a-902c2f90cf3c","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":81,"box":{"x":89,"y":656,"width":872,"height":13}},{"id":"2e45daa4-288f-48ff-a91c-8ee73f58062b","block_type":"box","text":"BFA, pursuant to a written agreement (the “Securities Lending Agency Agreement”).","page_number":81,"box":{"x":89,"y":671,"width":592,"height":13}},{"id":"a6a233d7-36e9-4ba6-b19e-42290fcdcda5","block_type":"box","text":"Each Fund retains a portion of the securities lending income and remits the remaining portion to BTC as compensation for its","page_number":81,"box":{"x":89,"y":698,"width":876,"height":12}},{"id":"4b033ce0-4a16-40ad-af27-3d0b58cb386a","block_type":"box","text":"services as securities lending agent. Securities lending income is generally equal to the total of income earned from the","page_number":81,"box":{"x":89,"y":713,"width":833,"height":12}},{"id":"c67b3c4f-d77f-4a16-afc6-2de0e3d36819","block_type":"box","text":"reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or other payments to","page_number":81,"box":{"x":89,"y":728,"width":874,"height":12}},{"id":"db6de014-08ec-4c58-88fa-0d356431235a","block_type":"box","text":"and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly related to securities","page_number":81,"box":{"x":89,"y":743,"width":844,"height":12}},{"id":"36b2dfbc-63c9-481f-b47f-05b293a2d800","block_type":"box","text":"lending, including custodial costs of JPMorgan. Each Fund is responsible for fees in connection with the investment of cash","page_number":81,"box":{"x":89,"y":758,"width":859,"height":13}},{"id":"fcb41b43-0a08-46ea-b771-96f90aca3877","block_type":"box","text":"collateral received for securities on loan in a money market fund managed by BFA (the “collateral investment fees”); however,","page_number":81,"box":{"x":89,"y":773,"width":874,"height":13}},{"id":"91656b51-8375-4983-a78e-a85b35b0379b","block_type":"box","text":"BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral","page_number":81,"box":{"x":89,"y":788,"width":820,"height":13}},{"id":"b33be932-7fab-426b-85e7-571be7604285","block_type":"box","text":"investment fees the Fund bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales","page_number":81,"box":{"x":89,"y":804,"width":846,"height":12}},{"id":"06321eb9-5ba6-471d-b569-f1c21a2a9e61","block_type":"box","text":"load, redemption fee, distribution fee or service fee.","page_number":81,"box":{"x":89,"y":819,"width":357,"height":12}},{"id":"685a9198-6440-4044-a680-a655b68a0ab7","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":81,"box":{"x":88,"y":845,"width":841,"height":12}},{"id":"4c6bdddd-9640-4b45-b134-a8cf2d73e97c","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":81,"box":{"x":89,"y":860,"width":858,"height":13}},{"id":"519d1bf2-57d5-49b4-95ab-75cfa352ea77","block_type":"box","text":"74","page_number":81,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"897d7dc1-a344-4fcc-b3c6-8682c97c9b90","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":82,"box":{"x":88,"y":44,"width":844,"height":12}},{"id":"14aee71a-19d0-4d71-bcd3-3c8148c0b479","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":82,"box":{"x":88,"y":59,"width":868,"height":12}},{"id":"c7f2c2e9-e040-4f1b-8158-59b604c4034e","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":82,"box":{"x":89,"y":74,"width":865,"height":12}},{"id":"42f9e291-d6f0-4289-bbfe-6763eb2bdf0c","block_type":"box","text":"fund’s net assets, unless the liquidity costs are de minimis (","page_number":82,"box":{"x":88,"y":89,"width":415,"height":13}},{"id":"f3d26c2b-02b7-4705-93f1-e946e1d2397d","block_type":"box","text":"i.e","page_number":82,"box":{"x":504,"y":90,"width":15,"height":9}},{"id":"60327c44-14be-4b03-aeb2-9b7fae08e66d","block_type":"box","text":"., less than one basis point (0.01%)). The money market fund","page_number":82,"box":{"x":520,"y":89,"width":429,"height":13}},{"id":"c7b81174-6ba6-40e6-8c35-9bc1e32905df","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":82,"box":{"x":88,"y":104,"width":879,"height":13}},{"id":"206fca5b-b84c-4b2f-ac43-7f453b5e0c60","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":82,"box":{"x":88,"y":119,"width":861,"height":13}},{"id":"78e96830-ace0-4b32-8905-0bdd31ca3184","block_type":"box","text":"that day. There is no limit to the size of a mandatory liquidity fee. 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BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its","page_number":85,"box":{"x":89,"y":771,"width":868,"height":13}},{"id":"3cbb5f1d-3fe5-426e-a20e-452ff4b847b4","block_type":"box","text":"customary digital marketing support and promotion of the Fund or other Products.","page_number":85,"box":{"x":89,"y":787,"width":581,"height":12}},{"id":"350a1475-3ee4-45e4-9772-2f6dabbda272","block_type":"box","text":"As of March 1, 2013, BFA Entities have contractual arrangements to make payments (in addition to payments for Education","page_number":85,"box":{"x":88,"y":813,"width":862,"height":12}},{"id":"25fb7d0b-347c-44d8-86f9-eae0e5b980c0","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). Effective June 4, 2016, this","page_number":85,"box":{"x":89,"y":828,"width":795,"height":12}},{"id":"7724a196-f0be-4fe9-a099-d97944a84f8f","block_type":"box","text":"relationship was expanded to include National Financial Services, LLC (“NFS”), an affiliate of FBS. Pursuant to this special,","page_number":85,"box":{"x":89,"y":843,"width":847,"height":13}},{"id":"5cba200f-7a0c-4f30-bec8-0616471d8c08","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":85,"box":{"x":89,"y":858,"width":824,"height":13}},{"id":"bb77e54c-0f53-4660-a545-ad9e452ebb1c","block_type":"box","text":"78","page_number":85,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"3c3e92be-cd33-4f6c-b418-2b25ad775eae","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":86,"box":{"x":89,"y":44,"width":826,"height":12}},{"id":"fcad0122-5dfe-4fbd-9146-65ddd8d25c08","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":86,"box":{"x":89,"y":59,"width":835,"height":12}},{"id":"fbfb6be5-6d72-4bcc-97a2-fd53d9df5540","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":86,"box":{"x":89,"y":74,"width":838,"height":12}},{"id":"b1a994d8-de91-4d4c-9901-45e776a478c7","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":86,"box":{"x":89,"y":89,"width":844,"height":13}},{"id":"809f6cda-8564-417a-adac-ed65cf238ddb","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":86,"box":{"x":89,"y":104,"width":831,"height":13}},{"id":"68441126-1525-42ee-a778-b62662d66d84","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":86,"box":{"x":89,"y":119,"width":840,"height":13}},{"id":"f1498dad-8ce7-4614-ab7c-78a02b571a0f","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":86,"box":{"x":89,"y":135,"width":856,"height":12}},{"id":"9916f033-babf-42dd-a064-25ac3d4a6bd6","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":86,"box":{"x":88,"y":150,"width":529,"height":12}},{"id":"f8669a44-6c2a-4b54-95ab-e774e0848f28","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":86,"box":{"x":89,"y":176,"width":873,"height":13}},{"id":"917d1268-b403-48b5-b4f1-de3e9918b5f0","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":86,"box":{"x":88,"y":191,"width":824,"height":13}},{"id":"7968e20b-f9f9-4c58-9cc5-73aa61493ba5","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":86,"box":{"x":89,"y":206,"width":868,"height":13}},{"id":"0cf96904-c280-4585-b020-4b14b6c3d7d9","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":86,"box":{"x":89,"y":222,"width":844,"height":12}},{"id":"3a50d291-6f9d-4a91-99f7-3a97f355e479","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":86,"box":{"x":89,"y":237,"width":871,"height":12}},{"id":"27873983-5f37-4d7b-b4b3-d2eed781ce5f","block_type":"box","text":"With respect to certain funds and Products, payments by the BFA Entities may take the form of, among other things, “due","page_number":86,"box":{"x":88,"y":252,"width":850,"height":12}},{"id":"4a0f48cc-165b-40d3-b198-871c781cbdc4","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":86,"box":{"x":89,"y":267,"width":863,"height":12}},{"id":"88675512-c1ed-4252-a80c-957a06150743","block_type":"box","text":"information relating to such funds and Products; fees for access (in some cases on a preferential basis) to an Intermediary’s","page_number":86,"box":{"x":89,"y":282,"width":864,"height":12}},{"id":"3aaf9a00-1b9d-4521-b5fe-3ea52056e8e1","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":86,"box":{"x":89,"y":297,"width":861,"height":12}},{"id":"da141b60-48db-4890-b9ea-af8cb381ceb4","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":86,"box":{"x":89,"y":312,"width":807,"height":13}},{"id":"d453b642-f32b-49c9-ab60-91bba5d30bde","block_type":"box","text":"assistance in promoting the sale of such funds and Products. In such cases, the payments to Intermediaries may be tiered or","page_number":86,"box":{"x":89,"y":327,"width":871,"height":13}},{"id":"a4f88c80-dea1-4382-96e3-bca21799c672","block_type":"box","text":"based on a percentage of the value of the funds and Products held by customers of the applicable Intermediary and may also","page_number":86,"box":{"x":89,"y":342,"width":875,"height":13}},{"id":"ded7d312-f0b5-40f6-9fdc-6dd15cd0f1db","block_type":"box","text":"be subject to minimum payment levels. Payments made pursuant to such arrangements may vary in any year and may be","page_number":86,"box":{"x":89,"y":358,"width":851,"height":12}},{"id":"c8015930-ea5b-4016-9036-3dd2034ab3b2","block_type":"box","text":"different for different Intermediaries and third parties and may reflect different services provided. As of the date of this SAI,","page_number":86,"box":{"x":89,"y":373,"width":855,"height":12}},{"id":"7d14f5b1-cd86-4aaf-bd75-8af29e4a7af3","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":86,"box":{"x":88,"y":388,"width":821,"height":12}},{"id":"df90e145-a69a-4010-b0e3-74b5b8151451","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":86,"box":{"x":89,"y":403,"width":780,"height":12}},{"id":"920f1fc4-2cf4-4283-abab-1bd86f8a06a0","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":86,"box":{"x":89,"y":418,"width":839,"height":12}},{"id":"49810233-85d3-4163-9bee-8596e471118c","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":86,"box":{"x":89,"y":433,"width":821,"height":13}},{"id":"3c6c9552-b415-4d19-b9e4-20131dbea7a2","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":86,"box":{"x":89,"y":448,"width":847,"height":13}},{"id":"ca3a29d3-67a2-4032-970f-c8bc1a26c76d","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":86,"box":{"x":89,"y":463,"width":858,"height":13}},{"id":"e17e437f-062a-411e-89b8-a2d98cf57211","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":86,"box":{"x":89,"y":479,"width":877,"height":12}},{"id":"37ebc1df-8254-47e8-990d-3af28630de3a","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":86,"box":{"x":89,"y":494,"width":862,"height":12}},{"id":"7b18e3c3-03e1-49a4-9b06-12c47cbfa7f3","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo","page_number":86,"box":{"x":88,"y":509,"width":871,"height":12}},{"id":"3e7ae74c-2d8e-48d9-93b2-80307285d2a9","block_type":"box","text":"Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to","page_number":86,"box":{"x":89,"y":524,"width":814,"height":12}},{"id":"11ae350e-e536-40d5-a580-aee9359c7e10","block_type":"box","text":"Intermediaries and other third parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":86,"box":{"x":89,"y":539,"width":852,"height":12}},{"id":"e638cb7e-de3c-4345-8ffa-4f5fa63e9523","block_type":"box","text":"Further, BFA Entities make Education Costs and Publishing Costs payments to other Intermediaries that are not listed in the","page_number":86,"box":{"x":89,"y":565,"width":861,"height":13}},{"id":"2d89548a-74a8-4db0-8f31-fd4e2dcc4aa9","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":86,"box":{"x":89,"y":581,"width":870,"height":12}},{"id":"8c4c3010-2f46-4991-9c8f-7a8aedafa082","block_type":"box","text":"example, BFA Entities may make payments at year-end or other intervals in a fixed amount, an amount based upon an","page_number":86,"box":{"x":89,"y":596,"width":826,"height":12}},{"id":"68fae443-6fb4-4c26-adb6-68c47450e140","block_type":"box","text":"Intermediary’s services at defined levels or an amount based on the Intermediary’s net sales of one or more Products,","page_number":86,"box":{"x":89,"y":611,"width":821,"height":12}},{"id":"6ba63b3e-6ed4-48e4-b489-e9fd9b1ec0e9","block_type":"box","text":"including the Fund, in a year or other period, any of which arrangements may include an agreed-upon minimum or","page_number":86,"box":{"x":89,"y":626,"width":805,"height":12}},{"id":"4785ad48-b285-40e9-9aef-61230500837d","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":86,"box":{"x":89,"y":641,"width":862,"height":12}},{"id":"750cc129-91b2-4bde-87f5-7ee3c8ff595f","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":86,"box":{"x":88,"y":656,"width":835,"height":13}},{"id":"26089ba6-cdee-401c-982c-3b1b6ea0e80d","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":86,"box":{"x":89,"y":671,"width":823,"height":13}},{"id":"29a63b4d-20fe-457d-b65c-e73c6bb4903d","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":86,"box":{"x":89,"y":686,"width":578,"height":13}},{"id":"8a1eb177-10c7-46ae-ab8f-dedd56b5dba4","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":86,"box":{"x":88,"y":713,"width":864,"height":12}},{"id":"21afe712-11d5-4da2-a461-51e296cdd155","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":86,"box":{"x":89,"y":728,"width":814,"height":12}},{"id":"67218480-438c-413e-a1e6-68eaf7a05e5c","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":86,"box":{"x":89,"y":743,"width":859,"height":12}},{"id":"4619f321-a637-4c3d-bc06-d96603676357","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":86,"box":{"x":88,"y":758,"width":865,"height":13}},{"id":"a4201d53-08aa-401a-9d59-ea0d72634e9a","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":86,"box":{"x":88,"y":773,"width":847,"height":13}},{"id":"8b375106-6a23-4e24-85f3-fba01a4d0b2c","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":86,"box":{"x":89,"y":788,"width":851,"height":13}},{"id":"421a9283-bf14-49c5-b2b7-6d71722d3fb7","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":86,"box":{"x":89,"y":804,"width":722,"height":12}},{"id":"d0cb074d-0ca2-43d8-b6a0-ef48175cc0a9","block_type":"box","text":"79","page_number":86,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"dc0dc45a-72f8-409d-a74e-1c68961c2644","block_type":"box","text":"Determination of Net Asset Value","page_number":87,"box":{"x":91,"y":44,"width":558,"height":24}},{"id":"a290ec94-2d07-492a-8d41-c0152ee6c448","block_type":"box","text":"Valuation of Shares.","page_number":87,"box":{"x":88,"y":85,"width":144,"height":10}},{"id":"b31197a9-4da7-4613-9b80-4bbdce69c942","block_type":"box","text":"The NAV for each Fund is generally calculated as of the close of regular trading hours on the NYSE","page_number":87,"box":{"x":237,"y":85,"width":687,"height":13}},{"id":"5d87985e-7e53-40c2-9692-a99c8a3fa858","block_type":"box","text":"(normally 4:00 p.m. Eastern Time) on each business day the NYSE is open. Valuation of assets held by a Fund is as follows:","page_number":87,"box":{"x":89,"y":101,"width":854,"height":12}},{"id":"533a8766-1106-4d8a-8480-f6a98f6232b0","block_type":"box","text":"Equity Investments.","page_number":87,"box":{"x":89,"y":128,"width":139,"height":11}},{"id":"8c5a0b7e-231b-4f5f-a6e9-759529be595f","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":87,"box":{"x":235,"y":127,"width":429,"height":12}},{"id":"ff78a990-68b9-481e-a145-ff5506e9a989","block_type":"box","text":"e.g.","page_number":87,"box":{"x":665,"y":130,"width":23,"height":9}},{"id":"71597d4c-42ca-4cd6-b1ee-accc44adbdf2","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":87,"box":{"x":690,"y":127,"width":277,"height":12}},{"id":"595719d9-39ee-4484-a4d0-0dd01ff7c8aa","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":87,"box":{"x":89,"y":142,"width":853,"height":12}},{"id":"b9da1f5a-e64c-4763-8457-475deadb7239","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":87,"box":{"x":89,"y":157,"width":869,"height":13}},{"id":"d990d0f1-e77e-4157-9fd8-5a059e364d0d","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":87,"box":{"x":89,"y":172,"width":874,"height":13}},{"id":"37b685c2-5345-4a3a-82fa-206b7ee7bc71","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":87,"box":{"x":89,"y":188,"width":841,"height":12}},{"id":"32aa5d04-c2a0-42eb-b402-5ae2c5d4d565","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":87,"box":{"x":89,"y":203,"width":872,"height":12}},{"id":"4eed6ddd-9f9e-4633-90d5-6654787cf4fa","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":87,"box":{"x":88,"y":218,"width":838,"height":12}},{"id":"a089cfa5-48db-4c7e-943d-c0852a9b9609","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":87,"box":{"x":88,"y":233,"width":848,"height":12}},{"id":"b8fa9170-f6e2-4793-8b87-461eec4b136f","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":87,"box":{"x":89,"y":248,"width":829,"height":12}},{"id":"f75e1658-4b0e-40b3-a182-0ef526a727aa","block_type":"box","text":"below).","page_number":87,"box":{"x":89,"y":263,"width":50,"height":12}},{"id":"c25873d7-d171-4994-b079-08aed45ec293","block_type":"box","text":"Fixed-Income Investments.","page_number":87,"box":{"x":89,"y":290,"width":194,"height":9}},{"id":"6c59daef-be13-4953-a754-33b371a0f530","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or current market","page_number":87,"box":{"x":289,"y":290,"width":603,"height":12}},{"id":"ed90f679-aaad-4bb3-995c-ce3ee020d508","block_type":"box","text":"quotations provided by dealers or prices (including evaluated prices) supplied by the Funds’ approved independent third","page_number":87,"box":{"x":89,"y":305,"width":846,"height":12}},{"id":"d4c21592-24c6-4f75-b642-266ffed08993","block_type":"box","text":"party pricing services, each in accordance with BFA’s Valuation Procedures. The pricing services may use matrix pricing or","page_number":87,"box":{"x":89,"y":320,"width":854,"height":12}},{"id":"098ecbda-d231-4391-a28a-9d083cd7599a","block_type":"box","text":"valuation models that utilize certain inputs and assumptions to derive values, including transaction data (","page_number":87,"box":{"x":88,"y":335,"width":737,"height":12}},{"id":"79f382f4-d9bf-4e72-9773-cbee10b8c6e2","block_type":"box","text":"e.g.","page_number":87,"box":{"x":826,"y":338,"width":23,"height":9}},{"id":"dd28abca-e267-4915-afcd-a6b0f802414d","block_type":"box","text":", recent","page_number":87,"box":{"x":851,"y":336,"width":52,"height":10}},{"id":"da743cf5-08a5-413a-a2c6-d7ee1b9da8f1","block_type":"box","text":"representative bids and offers), credit quality information, perceived market movements, news, and other relevant","page_number":87,"box":{"x":89,"y":350,"width":795,"height":12}},{"id":"764afc72-5322-4f6b-a9b6-cd1b78f1f868","block_type":"box","text":"information. Pricing services also may consider yields or prices of securities of comparable quality, coupon, maturity and","page_number":87,"box":{"x":89,"y":365,"width":842,"height":12}},{"id":"44ece390-8293-45d3-93a1-5408a98f8c6c","block_type":"box","text":"type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services","page_number":87,"box":{"x":88,"y":380,"width":878,"height":13}},{"id":"7eb6ff0b-5562-4ae3-b21d-10b9bfc49145","block_type":"box","text":"generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a Fund may hold","page_number":87,"box":{"x":89,"y":395,"width":865,"height":13}},{"id":"e532976a-e2e3-4ca2-a75c-92d1d1674b17","block_type":"box","text":"or transact in such securities in smaller, odd lot sizes. Odd lots of securities in certain asset classes may trade at lower prices","page_number":87,"box":{"x":89,"y":410,"width":866,"height":13}},{"id":"df91ba98-b6fc-45a8-8838-a7862ab8ee44","block_type":"box","text":"than institutional round lots, and the value ultimately realized when the securities are sold could differ from the prices used","page_number":87,"box":{"x":88,"y":426,"width":860,"height":12}},{"id":"9d1cdad2-f595-4b76-9b11-0c7abd13c0ac","block_type":"box","text":"by a Fund. The amortized cost method of valuation may be used with respect to debt obligations with 60 days or less","page_number":87,"box":{"x":89,"y":441,"width":819,"height":12}},{"id":"c4426be2-7f74-4675-bee9-b57000001c1a","block_type":"box","text":"remaining to maturity unless BFA determines in good faith that such method does not represent fair value. Certain fixed","page_number":87,"box":{"x":89,"y":456,"width":844,"height":12}},{"id":"5dcaf6dc-d8d2-4453-ac3e-48ccc0cd3016","block_type":"box","text":"income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that","page_number":87,"box":{"x":89,"y":471,"width":874,"height":12}},{"id":"8c46bbbe-a03f-4d49-989f-d6eca5b05908","block_type":"box","text":"consider the estimated cash flows of each tranche of the issuer, establish a benchmark yield and develop an estimated","page_number":87,"box":{"x":89,"y":486,"width":829,"height":12}},{"id":"3a4b4475-2c27-4d9a-87e6-b34f6229d78e","block_type":"box","text":"tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.","page_number":87,"box":{"x":88,"y":501,"width":656,"height":13}},{"id":"8e5c805b-3f2e-40ca-a98a-144e9ffb91b3","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":87,"box":{"x":89,"y":528,"width":337,"height":12}},{"id":"51e99a5d-287f-4279-ac67-f3ad2c4fffa0","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":87,"box":{"x":432,"y":528,"width":518,"height":12}},{"id":"0d6e154f-4933-4071-9135-bde58f329db3","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":87,"box":{"x":89,"y":543,"width":874,"height":12}},{"id":"a9ad37fb-f066-4f17-886f-e9f59deb51b5","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":87,"box":{"x":89,"y":558,"width":868,"height":12}},{"id":"badd7320-5b30-46f4-b655-c34de509e2f4","block_type":"box","text":"price available for such exchange-traded equity option held by a Fund on a day on which the Fund values such option, the","page_number":87,"box":{"x":89,"y":573,"width":853,"height":12}},{"id":"11e492d0-f37d-4085-96b9-545438b607c1","block_type":"box","text":"last bid (long positions) or ask (short positions) price, if available, will be used as the value of such option. If no bid or ask","page_number":87,"box":{"x":89,"y":588,"width":848,"height":12}},{"id":"e826c1f7-e6f9-45c6-93a4-1bef6f905d47","block_type":"box","text":"price is available on a day on which a Fund values such option, the prior day’s price will be used, unless BFA determines that","page_number":87,"box":{"x":89,"y":603,"width":867,"height":13}},{"id":"29e76ee1-a65f-4533-b3bb-8ffaa36dda6d","block_type":"box","text":"such 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","page_number":87,"box":{"x":89,"y":618,"width":862,"height":13}},{"id":"834cce83-0f29-4fde-9c4d-0e86dd4e7339","block_type":"box","text":"Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives may be valued","page_number":87,"box":{"x":88,"y":633,"width":848,"height":13}},{"id":"019b1737-a8b9-4120-bbfa-3e61f10ac270","block_type":"box","text":"using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":87,"box":{"x":89,"y":649,"width":822,"height":12}},{"id":"d8315e5b-626b-422a-a08e-4307224ec196","block_type":"box","text":"options thereon, which are traded on exchanges, are valued at their last sale price or settle price as of the close of such","page_number":87,"box":{"x":89,"y":664,"width":830,"height":12}},{"id":"7e6dd013-c565-41c3-8b4f-acdc6e298964","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":87,"box":{"x":89,"y":679,"width":872,"height":12}},{"id":"885cabda-52d8-49c5-9eb7-3650b1970e54","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":87,"box":{"x":89,"y":694,"width":454,"height":12}},{"id":"5fd483ce-ecf4-4ef5-8072-a2aa3938a115","block_type":"box","text":"Underlying Funds.","page_number":87,"box":{"x":89,"y":720,"width":130,"height":13}},{"id":"80d226f3-4ff9-4df7-918f-60b5e7a7d326","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":87,"box":{"x":224,"y":720,"width":694,"height":13}},{"id":"fe9fddaa-42e8-4e2c-b295-3c28e9215dc0","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":87,"box":{"x":89,"y":736,"width":759,"height":12}},{"id":"18a0770c-ba2c-44bf-8d3a-80f7f35cd18b","block_type":"box","text":"General Valuation Information.","page_number":87,"box":{"x":89,"y":762,"width":222,"height":10}},{"id":"6877e8c3-3657-4472-8e8b-dc6ce402b3c6","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":87,"box":{"x":317,"y":762,"width":612,"height":12}},{"id":"0e6b1ac3-7141-400f-9df1-411eb42cbba4","block_type":"box","text":"makers to value a Fund’s securities and other assets and liabilities are based on information available at the time the Fund","page_number":87,"box":{"x":89,"y":777,"width":851,"height":10}},{"id":"ea78d624-18ca-4fb3-af89-59e7cfec19b4","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":87,"box":{"x":88,"y":792,"width":853,"height":13}},{"id":"d176e13c-584c-4dfa-9f1f-eeb37d998303","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":87,"box":{"x":88,"y":807,"width":813,"height":13}},{"id":"7825ce92-e050-44e0-ac64-4704d4868f7f","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":87,"box":{"x":89,"y":822,"width":700,"height":13}},{"id":"d0ad891b-1070-4ff8-9c3d-f4ca4bb583d9","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":87,"box":{"x":88,"y":849,"width":867,"height":12}},{"id":"a1bd882b-5edf-432f-9ac4-cfa312adfba9","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":87,"box":{"x":89,"y":864,"width":866,"height":12}},{"id":"1182c85b-049d-4277-afcf-7dccc25e6d6a","block_type":"box","text":"80","page_number":87,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"f761689d-99bd-4ea3-bc06-ed1fd32695ce","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":88,"box":{"x":89,"y":44,"width":859,"height":12}},{"id":"06d00f81-0e82-4810-b82c-f08089320d09","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":88,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"5eb9e04a-efe1-4740-befe-aa3ebc66b09f","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":88,"box":{"x":89,"y":74,"width":876,"height":12}},{"id":"3f341a50-278d-4599-b496-8d13bd4cc1e0","block_type":"box","text":"errors by pricing services or other third-party service providers.","page_number":88,"box":{"x":89,"y":89,"width":439,"height":13}},{"id":"3db0e940-8ec8-4a10-a5f0-e3ce32c5e9c7","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":88,"box":{"x":88,"y":116,"width":627,"height":12}},{"id":"ddcf547c-8f14-4fb4-8c10-95db04bdad78","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":88,"box":{"x":89,"y":142,"width":871,"height":12}},{"id":"35b498f6-b139-4451-b340-2523383ccd1e","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":88,"box":{"x":88,"y":157,"width":823,"height":13}},{"id":"8b27539b-e2e1-4730-8898-ea09c562c031","block_type":"box","text":"accordance with a method approved by BFA, the Funds’ valuation designee, as reflecting fair value. All other assets and","page_number":88,"box":{"x":89,"y":172,"width":832,"height":13}},{"id":"11f00cb2-7538-4a29-bfd8-8174e0ce9645","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":88,"box":{"x":89,"y":188,"width":836,"height":12}},{"id":"d5aa38da-3edd-42d6-8834-534b258e3ecb","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":88,"box":{"x":89,"y":203,"width":862,"height":12}},{"id":"c5cfd1af-dec4-49b6-962b-62042e01e653","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":88,"box":{"x":89,"y":218,"width":805,"height":12}},{"id":"61962782-af58-4a41-9562-a7e3fb62fd68","block_type":"box","text":"Use of fair value prices and certain current market valuations could result in a difference between the prices used to calculate","page_number":88,"box":{"x":89,"y":244,"width":874,"height":13}},{"id":"3342cf63-7f8a-4eed-82fc-9294b92ec717","block_type":"box","text":"a Fund’s NAV and the prices used in the Underlying Index, which, in turn, could result in a difference between a Fund’s","page_number":88,"box":{"x":89,"y":259,"width":826,"height":13}},{"id":"4e51dad0-a202-4274-bd93-7e7d4f4df69d","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":88,"box":{"x":89,"y":274,"width":413,"height":13}},{"id":"0ce53f59-b666-4591-9fff-540ca59a1444","block_type":"box","text":"Fair Value.","page_number":88,"box":{"x":89,"y":301,"width":73,"height":10}},{"id":"ab66f0a7-21a6-4b8d-9d1d-f74c609ff1fb","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":88,"box":{"x":167,"y":301,"width":796,"height":12}},{"id":"e832d46f-f5a9-4caf-a79a-bb8542aa02f1","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":88,"box":{"x":88,"y":316,"width":854,"height":12}},{"id":"83e6f656-5d08-4de9-a576-79ca8a01c988","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":88,"box":{"x":89,"y":331,"width":820,"height":12}},{"id":"bd7475c4-3a6d-4179-86b6-fafdf32ae7a0","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":88,"box":{"x":89,"y":346,"width":837,"height":13}},{"id":"a57edc6d-0818-4838-9236-6a801c51548a","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":88,"box":{"x":89,"y":361,"width":855,"height":13}},{"id":"4376fc85-f09d-4197-9feb-4c948bc82136","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":88,"box":{"x":89,"y":376,"width":851,"height":13}},{"id":"287800e2-e8c9-4932-923d-fc560fb1ca16","block_type":"box","text":"unreliable (","page_number":88,"box":{"x":89,"y":392,"width":77,"height":12}},{"id":"86f44bda-b13d-4ddc-9b17-fc2dd371cdca","block_type":"box","text":"e.g.","page_number":88,"box":{"x":167,"y":395,"width":23,"height":9}},{"id":"be1e8849-ef83-4804-a2b3-9ada9ac8c29c","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":88,"box":{"x":192,"y":392,"width":745,"height":12}},{"id":"e5c21fe7-61dd-431f-9f20-d58749442d1a","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":88,"box":{"x":89,"y":407,"width":839,"height":12}},{"id":"296032ad-c856-4863-8eef-cb08d66b6e40","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":88,"box":{"x":88,"y":422,"width":822,"height":12}},{"id":"911fde9a-56c7-4394-bc19-dacdc9ff95b4","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":88,"box":{"x":89,"y":437,"width":860,"height":12}},{"id":"2cfc4153-3f90-4edb-ac11-bef77a73d909","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":88,"box":{"x":89,"y":452,"width":862,"height":12}},{"id":"b12f90f3-8e65-42ca-8270-4f07cde3225b","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":88,"box":{"x":89,"y":467,"width":864,"height":13}},{"id":"bee1224c-2e37-4e55-8ff9-79f70c71bd79","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":88,"box":{"x":89,"y":482,"width":864,"height":13}},{"id":"d5cf3a15-1df5-431e-9847-176de080b4d9","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":88,"box":{"x":89,"y":497,"width":858,"height":13}},{"id":"ee255be0-7cd7-4d97-9068-24ff17c8c356","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":88,"box":{"x":89,"y":513,"width":829,"height":12}},{"id":"d92e9406-eb34-4349-a64c-b0ada8e4ac05","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":88,"box":{"x":89,"y":528,"width":573,"height":12}},{"id":"d942b059-24be-4ea8-9507-326eaff91771","block_type":"box","text":"For certain foreign assets, a third-party vendor supplies evaluated, systematic fair value pricing based upon the movement of","page_number":88,"box":{"x":89,"y":554,"width":874,"height":12}},{"id":"1a657840-f708-4395-a37b-316d375a526b","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":88,"box":{"x":89,"y":569,"width":787,"height":13}},{"id":"78869971-42c7-4682-9016-bb8e848033a6","block_type":"box","text":"methodology is designed to correlate the prices of foreign assets in one or more non-U.S. markets following the close of the","page_number":88,"box":{"x":89,"y":584,"width":867,"height":13}},{"id":"a6ca40be-4f9e-463f-971b-25bc16c701de","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":88,"box":{"x":89,"y":599,"width":559,"height":13}},{"id":"8598cd0b-3142-463b-8903-09c9dc32d939","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":88,"box":{"x":89,"y":626,"width":843,"height":12}},{"id":"dced1124-8dd1-48df-b1b9-1087ce50eeb1","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":88,"box":{"x":89,"y":641,"width":874,"height":12}},{"id":"a01b28bf-2f60-44d8-97c4-2493e2b39579","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":88,"box":{"x":89,"y":656,"width":847,"height":13}},{"id":"966a29b2-2611-4a22-b58a-1818cc687ba1","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":88,"box":{"x":89,"y":671,"width":676,"height":13}},{"id":"728fa057-b2be-42b6-8a88-be7483342141","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":88,"box":{"x":88,"y":698,"width":868,"height":12}},{"id":"834e2914-ca8c-43b6-875d-a935897c2df3","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":88,"box":{"x":88,"y":713,"width":838,"height":12}},{"id":"bd7d9943-1671-4820-8574-4d52d61b3421","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":88,"box":{"x":89,"y":728,"width":847,"height":12}},{"id":"6a598ce8-bccb-4526-9e1c-53d62f27de74","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":88,"box":{"x":89,"y":743,"width":856,"height":12}},{"id":"6f657fd3-cb23-4aa8-a3ae-d3b7d3b2e045","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":88,"box":{"x":89,"y":758,"width":877,"height":13}},{"id":"f87667cc-ac52-4ff0-9c98-70d87eab7e4c","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":88,"box":{"x":89,"y":773,"width":397,"height":13}},{"id":"0dabad2c-80e7-4f23-bc43-3d6d261e72c6","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":88,"box":{"x":89,"y":800,"width":848,"height":12}},{"id":"f8e77f74-8e9c-40d5-8798-f7850d2059c0","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":88,"box":{"x":89,"y":815,"width":865,"height":12}},{"id":"36a40e72-2187-4922-904a-2748c3814ba9","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":88,"box":{"x":89,"y":830,"width":878,"height":12}},{"id":"011e7926-31d6-4d8e-b867-3866def5d216","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":88,"box":{"x":89,"y":845,"width":795,"height":12}},{"id":"6fb6d411-7015-4ca9-83a2-2f69e784689a","block_type":"box","text":"81","page_number":88,"box":{"x":521,"y":894,"width":12,"height":9}},{"id":"4a5d3105-94f0-41bf-b260-7e5fa247d2a6","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":89,"box":{"x":88,"y":44,"width":839,"height":12}},{"id":"a988d09b-66dc-47df-aebb-65991d981c71","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":89,"box":{"x":89,"y":59,"width":801,"height":12}},{"id":"9835fb35-a4f6-49dd-bfa7-f1fd821e4808","block_type":"box","text":"investment.","page_number":89,"box":{"x":89,"y":75,"width":80,"height":9}},{"id":"742ef9fc-0c53-4fdb-8977-b4abc192c004","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":89,"box":{"x":88,"y":101,"width":865,"height":12}},{"id":"e47e0bf8-763c-444c-b949-70bf2b64e5ac","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":89,"box":{"x":89,"y":116,"width":843,"height":12}},{"id":"fb9706df-e4c6-4b5a-a46b-909c65b3d3b2","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":89,"box":{"x":89,"y":131,"width":850,"height":12}},{"id":"49ba75a0-d321-492c-bdc1-b4d62d5b32b3","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":89,"box":{"x":89,"y":146,"width":540,"height":12}},{"id":"2b9f7d25-63c2-4e64-8f25-c816d42d8748","block_type":"box","text":"A Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":89,"box":{"x":88,"y":172,"width":821,"height":13}},{"id":"33b182c1-a5df-480d-9b0b-0e3e5564f2e9","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":89,"box":{"x":89,"y":188,"width":795,"height":12}},{"id":"4fa77672-ef17-4ea5-95dd-6f2d371eb19d","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":89,"box":{"x":88,"y":203,"width":838,"height":12}},{"id":"a6023741-f433-4cbf-b337-9251bf2d79d5","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":89,"box":{"x":89,"y":218,"width":835,"height":12}},{"id":"61462fd8-def1-45ef-97ce-72104d71c132","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":89,"box":{"x":89,"y":233,"width":499,"height":12}},{"id":"7af105e1-7e32-4646-9930-8fe101f205ca","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":89,"box":{"x":89,"y":259,"width":870,"height":13}},{"id":"632574c0-54b2-4799-8e55-7e217f7a362e","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":89,"box":{"x":89,"y":274,"width":839,"height":13}},{"id":"126ca02a-3761-4ebd-89b0-d66924513e03","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":89,"box":{"x":88,"y":290,"width":863,"height":12}},{"id":"08923241-77c7-4be6-b504-0ecd5a55cc05","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":89,"box":{"x":88,"y":305,"width":863,"height":12}},{"id":"be8df53c-cfe5-4dab-aa46-522fe2f0ad1e","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":89,"box":{"x":89,"y":320,"width":778,"height":12}},{"id":"7b8fad6e-c66f-494c-95cf-cadcfb8cf533","block_type":"box","text":"Brokerage Transactions","page_number":89,"box":{"x":91,"y":350,"width":390,"height":30}},{"id":"82a8859e-b535-4ed5-ba82-06dbccce6a3c","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":89,"box":{"x":88,"y":392,"width":863,"height":12}},{"id":"1e6106e4-ad1a-4b31-91b3-6666c611e219","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":89,"box":{"x":89,"y":407,"width":835,"height":12}},{"id":"d6151a75-a0ff-414d-8a45-0ac70dcab5f0","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":89,"box":{"x":89,"y":422,"width":824,"height":12}},{"id":"4d21c995-a392-40e8-9d5c-a73b2b699598","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":89,"box":{"x":89,"y":437,"width":877,"height":12}},{"id":"c8ace2a7-0e51-42a6-80f5-3d11643fb3c6","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, a Fund does not necessarily","page_number":89,"box":{"x":89,"y":452,"width":861,"height":12}},{"id":"fdc3a51b-0392-4932-8586-a00213c60e23","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":89,"box":{"x":89,"y":467,"width":805,"height":13}},{"id":"2f3fad6b-49cc-4f2b-92f2-43fcae5a32bd","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":89,"box":{"x":89,"y":482,"width":851,"height":13}},{"id":"c6570199-2cbf-4432-81a0-1207698f3dbb","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":89,"box":{"x":89,"y":497,"width":876,"height":13}},{"id":"9c47d86a-a95f-45b8-b2e0-5829a3375ea0","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":89,"box":{"x":89,"y":513,"width":807,"height":12}},{"id":"f2c47f81-3d30-46eb-b4c9-903d7634870e","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":89,"box":{"x":89,"y":528,"width":664,"height":12}},{"id":"b0278b2d-12fa-4aeb-89d3-c8e4526c664c","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":89,"box":{"x":89,"y":554,"width":825,"height":12}},{"id":"988cab06-924c-4193-a21a-1132e6b06944","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":89,"box":{"x":89,"y":569,"width":878,"height":13}},{"id":"a13438df-e7aa-4576-b0c4-bd5b15a00d56","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":89,"box":{"x":89,"y":584,"width":846,"height":13}},{"id":"ab978e79-4e78-49ab-9d03-4859f6454e45","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":89,"box":{"x":89,"y":599,"width":865,"height":13}},{"id":"28d46688-944f-4c92-8a96-209a3e7851da","block_type":"box","text":"the market for the particular security or instrument, including any anticipated execution difficulties; (v) the full range of","page_number":89,"box":{"x":88,"y":615,"width":835,"height":12}},{"id":"6ae0e499-d3f6-4173-ad84-4be6b7733458","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":89,"box":{"x":89,"y":630,"width":860,"height":12}},{"id":"bdaea46f-f337-4216-b042-fffe088ce07e","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":89,"box":{"x":89,"y":645,"width":816,"height":12}},{"id":"01f75c31-c491-4991-a0ca-ace3769203bc","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":89,"box":{"x":89,"y":660,"width":846,"height":12}},{"id":"5c7654a8-18c4-4c9f-bf85-826d57d26353","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":89,"box":{"x":88,"y":675,"width":870,"height":12}},{"id":"04f023a2-e933-4317-9e6b-366e20cd6cf0","block_type":"box","text":"other circumstances.","page_number":89,"box":{"x":89,"y":690,"width":146,"height":10}},{"id":"8acd939a-9cfa-4a1b-bc6d-06fc9534e625","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":89,"box":{"x":88,"y":717,"width":863,"height":12}},{"id":"53269e73-00a5-4b51-a497-f62ba8c48d80","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":89,"box":{"x":89,"y":732,"width":844,"height":12}},{"id":"a3968c2c-467c-4458-bb7b-fd3b738be136","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":89,"box":{"x":89,"y":747,"width":871,"height":12}},{"id":"801d8342-6452-471e-bb3b-c8688a9d7872","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":89,"box":{"x":89,"y":762,"width":839,"height":12}},{"id":"73789925-6f54-469a-8e27-23807d9d4bde","block_type":"box","text":"under certain conditions.","page_number":89,"box":{"x":89,"y":777,"width":174,"height":10}},{"id":"fe7fb1c7-51b9-4311-b9be-9d650c69497c","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":89,"box":{"x":89,"y":804,"width":869,"height":12}},{"id":"21e6027a-6eeb-417d-932c-175e4bb26c9c","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":89,"box":{"x":89,"y":819,"width":844,"height":12}},{"id":"3343c177-36e9-4228-a4b3-ccbb8acc6c91","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":89,"box":{"x":89,"y":834,"width":831,"height":12}},{"id":"a45aaa22-b194-4e3e-a70f-d42c43bb20ed","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":89,"box":{"x":89,"y":849,"width":807,"height":12}},{"id":"31787be5-129a-4c26-82aa-2b388d541381","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":89,"box":{"x":88,"y":864,"width":605,"height":12}},{"id":"47c03334-ec01-4e98-8e97-25c5c9390334","block_type":"box","text":"82","page_number":89,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"1fd9e57f-661a-4f81-bd70-0fe4f39180d9","block_type":"box","text":"The Funds anticipate that brokerage transactions involving foreign equity securities generally will be conducted primarily on","page_number":90,"box":{"x":88,"y":44,"width":868,"height":12}},{"id":"2564c37d-39cc-4a94-a7af-f22892ea703b","block_type":"box","text":"the principal stock exchanges of the applicable country. Foreign equity securities may be held by the Funds in the form of","page_number":90,"box":{"x":88,"y":59,"width":849,"height":12}},{"id":"05a90a65-1e1e-47c9-b012-73893793fa04","block_type":"box","text":"depositary receipts, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock","page_number":90,"box":{"x":89,"y":74,"width":857,"height":12}},{"id":"71b11490-ec26-4c51-acb3-06f9b02a2731","block_type":"box","text":"exchanges, or traded in OTC markets in the U.S. or Europe, as the case may be. ADRs, like other securities traded in the U.S.,","page_number":90,"box":{"x":89,"y":89,"width":865,"height":13}},{"id":"6331bbfb-e691-4ff7-8f3c-d99c4b972bd6","block_type":"box","text":"will be subject to negotiated commission rates.","page_number":90,"box":{"x":88,"y":104,"width":330,"height":13}},{"id":"2b49bf9b-acda-4400-869f-52bf9248761c","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":90,"box":{"x":89,"y":131,"width":842,"height":12}},{"id":"aef96029-6c43-487c-90ce-58de939a2ea1","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":90,"box":{"x":88,"y":146,"width":861,"height":12}},{"id":"e862fac6-e8ac-40af-a5f4-04d4ee5f9244","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":90,"box":{"x":89,"y":161,"width":811,"height":12}},{"id":"0d2c2557-cf34-4202-8d85-3abca56ee97f","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":90,"box":{"x":89,"y":176,"width":853,"height":13}},{"id":"6d7d9f60-ba44-40e9-8fb2-a1a7c8242888","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":90,"box":{"x":88,"y":191,"width":875,"height":13}},{"id":"b9e8b5a2-9908-4de5-b3cc-acb61e0d1e2c","block_type":"box","text":"the specific security at the time, and includes the dealer’s normal profit.","page_number":90,"box":{"x":88,"y":206,"width":501,"height":13}},{"id":"af75c927-e73c-4655-9f2f-d77ce235687a","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":90,"box":{"x":89,"y":233,"width":866,"height":12}},{"id":"3cbb6352-a4a5-4730-ab62-a22431f20be7","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":90,"box":{"x":88,"y":248,"width":820,"height":12}},{"id":"3f99420b-add2-4203-b65f-25a713e4ab43","block_type":"box","text":"transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the dealers","page_number":90,"box":{"x":88,"y":263,"width":845,"height":12}},{"id":"cb80eae0-e244-43ea-91e2-8ca52960a139","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":90,"box":{"x":89,"y":278,"width":826,"height":13}},{"id":"3acd215d-1e68-4865-ace9-88b175d4562b","block_type":"box","text":"affiliated persons in connection with such transactions. The Funds will not purchase securities during the existence of any","page_number":90,"box":{"x":89,"y":293,"width":854,"height":13}},{"id":"dd1ab7a4-add5-4b39-86a2-66cc33db74aa","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":90,"box":{"x":89,"y":308,"width":853,"height":13}},{"id":"a79ec012-96ce-43be-93fa-c57d827359b6","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":90,"box":{"x":88,"y":324,"width":875,"height":12}},{"id":"9347de90-b52b-41cf-9d7e-3e73ec640893","block_type":"box","text":"Act.","page_number":90,"box":{"x":88,"y":339,"width":27,"height":9}},{"id":"75e1babc-63be-4d50-a8a7-85ba8a8d21c8","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":90,"box":{"x":89,"y":365,"width":854,"height":12}},{"id":"7c7fd333-5972-4881-a035-398c34da142f","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":90,"box":{"x":89,"y":380,"width":860,"height":13}},{"id":"e35076dc-306e-403d-8bc3-a7e91645f329","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":90,"box":{"x":89,"y":395,"width":855,"height":13}},{"id":"75349018-c5fd-4740-86b6-dbebe89eb69c","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":90,"box":{"x":89,"y":410,"width":472,"height":13}},{"id":"8b7f0ae9-1b5a-436f-a0b9-ce20daebe21a","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":90,"box":{"x":89,"y":437,"width":831,"height":12}},{"id":"dc237830-30b6-4448-8ad7-71f4b62889f3","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":90,"box":{"x":89,"y":452,"width":865,"height":12}},{"id":"4f4dae4c-c432-412f-ac26-075477e4c459","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":90,"box":{"x":89,"y":467,"width":867,"height":13}},{"id":"16b88b34-3472-40d7-8850-1215fa2f031f","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":90,"box":{"x":89,"y":482,"width":364,"height":13}},{"id":"b98326ec-165a-4473-b39c-48f03c4af926","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":90,"box":{"x":88,"y":509,"width":874,"height":12}},{"id":"b3793824-9caa-4fe5-bb97-92c954776caa","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":90,"box":{"x":88,"y":524,"width":824,"height":12}},{"id":"9573a327-622b-48ef-ac5a-401528c49967","block_type":"box","text":"commissions or discounts are paid.","page_number":90,"box":{"x":89,"y":539,"width":246,"height":12}},{"id":"7a220740-c3f1-4fdf-a417-6e7739bf5faa","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":90,"box":{"x":89,"y":565,"width":847,"height":13}},{"id":"6804e05a-8486-4750-b81c-04ad631d9a41","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":90,"box":{"x":89,"y":581,"width":835,"height":12}},{"id":"ada6cb92-3d2b-427e-b349-8022d8a30b33","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":90,"box":{"x":89,"y":596,"width":854,"height":12}},{"id":"089ff8f6-da71-4659-9733-237d92091ae3","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":90,"box":{"x":89,"y":611,"width":854,"height":12}},{"id":"47486ed8-ccd8-4b66-8ffc-7ed558d86f78","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":90,"box":{"x":89,"y":626,"width":842,"height":12}},{"id":"585f2943-f862-4b6f-b503-551c761dcb19","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":90,"box":{"x":89,"y":641,"width":845,"height":12}},{"id":"16ab9be9-df1f-4c4b-8871-b22ee86ea060","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":90,"box":{"x":89,"y":656,"width":812,"height":13}},{"id":"1857acde-c7c6-49be-8952-99ddad097ae5","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":90,"box":{"x":89,"y":671,"width":876,"height":13}},{"id":"9e0349c3-6228-4137-b21b-febc7016dc79","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":90,"box":{"x":89,"y":686,"width":866,"height":13}},{"id":"0f4b72c4-a135-4043-883b-95d7a23ac7b3","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":90,"box":{"x":89,"y":702,"width":842,"height":12}},{"id":"98d75017-1a40-4be6-a261-a65ae1add74b","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":90,"box":{"x":89,"y":717,"width":871,"height":12}},{"id":"5877a693-482c-4697-89db-7378fa4964c3","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":90,"box":{"x":89,"y":732,"width":817,"height":12}},{"id":"01d7d291-bd5f-4618-aad7-55053c7bf310","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":90,"box":{"x":89,"y":747,"width":862,"height":12}},{"id":"ee928e6f-1b08-48d6-9d48-f2223785e861","block_type":"box","text":"in which the Funds may invest.","page_number":90,"box":{"x":89,"y":762,"width":215,"height":12}},{"id":"baf26f8a-db02-4017-849b-e21f423f4d23","block_type":"box","text":"IPOs of securities may be over-subscribed and subsequently trade at a premium in the secondary market. When BFA is given","page_number":90,"box":{"x":89,"y":788,"width":871,"height":13}},{"id":"3f682527-f8a2-4feb-b8dc-573307bc087e","block_type":"box","text":"an opportunity to invest in such an initial offering or “new” or “hot” issue, the supply of securities available for client","page_number":90,"box":{"x":89,"y":804,"width":812,"height":12}},{"id":"e7e736a9-1b0a-45cc-a909-d92500338177","block_type":"box","text":"accounts is often less than the amount of securities the accounts would otherwise take. In order to allocate these","page_number":90,"box":{"x":89,"y":819,"width":793,"height":9}},{"id":"e8880cb0-f6d3-4976-8223-483523288380","block_type":"box","text":"investments fairly and equitably among client accounts over time, each portfolio manager or a member of his or her","page_number":90,"box":{"x":89,"y":834,"width":812,"height":12}},{"id":"f85d3f89-cdbe-4a7e-a8b6-eada6825c6fc","block_type":"box","text":"respective investment team will indicate to BFA’s trading desk their level of interest in a particular offering with respect to","page_number":90,"box":{"x":89,"y":849,"width":844,"height":12}},{"id":"fecba89d-5d91-4446-b47e-bba6878c72ed","block_type":"box","text":"eligible clients’ accounts for which that team is responsible. IPOs of U.S. equity securities will be identified as eligible for","page_number":90,"box":{"x":89,"y":864,"width":835,"height":12}},{"id":"53319b51-a61c-44d6-bba7-9dfd4c6d9c69","block_type":"box","text":"83","page_number":90,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"21f4d69f-665f-41d1-a2ac-d5c1caf3ee14","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":91,"box":{"x":89,"y":44,"width":859,"height":12}},{"id":"7d1be7fb-40c5-4ac0-aa84-3fd79d3daa35","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":91,"box":{"x":89,"y":59,"width":863,"height":12}},{"id":"ca7c481c-3614-4065-8e5a-e2875df72380","block_type":"box","text":"equity securities, the country where the offering is taking place and the investment mandate of the client account. 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This","page_number":91,"box":{"x":149,"y":104,"width":71,"height":10}},{"id":"1edf1a2d-7f23-4dfb-bcdd-d0eb26285fab","block_type":"box","text":"pro rata","page_number":91,"box":{"x":224,"y":106,"width":56,"height":11}},{"id":"9903304b-a468-42d1-a599-1b6c5c93dafc","block_type":"box","text":"allocation may result in a Fund receiving less of a particular security than if pro-rating had not","page_number":91,"box":{"x":285,"y":104,"width":656,"height":13}},{"id":"9ced22e1-2e2d-4dc5-aeb7-9a83446b1fa4","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":91,"box":{"x":89,"y":119,"width":822,"height":13}},{"id":"4bd71e3c-500a-48b5-82c5-0487957ec25c","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":91,"box":{"x":89,"y":135,"width":797,"height":12}},{"id":"344c1179-a919-423a-995f-83f03e9fd0ae","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":91,"box":{"x":89,"y":150,"width":873,"height":12}},{"id":"4fbf20f9-4285-49e2-a779-2bb6bc0a8754","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":91,"box":{"x":88,"y":165,"width":814,"height":12}},{"id":"d7195925-9e41-4170-8a08-55ff14a2685d","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":91,"box":{"x":89,"y":180,"width":510,"height":12}},{"id":"f69df12b-ff87-4d13-a466-03d195bb5639","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":91,"box":{"x":89,"y":206,"width":861,"height":13}},{"id":"7beeb259-0eea-4cc2-bb42-397eea089756","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":91,"box":{"x":89,"y":222,"width":811,"height":12}},{"id":"f02006c8-de4a-49ed-ae40-b08a40b35bde","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":91,"box":{"x":89,"y":237,"width":850,"height":12}},{"id":"0890929d-c1ac-42b3-878d-f584d4b1dc7a","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":91,"box":{"x":88,"y":252,"width":878,"height":12}},{"id":"30b8211e-cd66-43f8-a896-880a5aedeb24","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":91,"box":{"x":88,"y":267,"width":860,"height":12}},{"id":"69d2ac5f-2c4d-47b4-8f5a-26e4e53441c2","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":91,"box":{"x":88,"y":282,"width":865,"height":12}},{"id":"af818d5e-1a6b-4e41-8ca0-55d1b9760486","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":91,"box":{"x":89,"y":297,"width":843,"height":12}},{"id":"d80daffb-6f03-4194-b4e3-15faa1dd1c6d","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":91,"box":{"x":89,"y":312,"width":831,"height":13}},{"id":"e99a3edd-199a-466f-8d91-2e5f8898bef1","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":91,"box":{"x":89,"y":327,"width":854,"height":13}},{"id":"de178ed8-1529-46b7-81a2-2519d6755d93","block_type":"box","text":"insofar as feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":91,"box":{"x":89,"y":342,"width":637,"height":13}},{"id":"ce1509f9-e7f9-4c06-9938-048593eae685","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":91,"box":{"x":89,"y":369,"width":831,"height":12}},{"id":"4fbff6bd-3c16-4136-8e74-90e18ab6e96f","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":91,"box":{"x":89,"y":384,"width":869,"height":12}},{"id":"11deb2a8-2bc4-431a-9e34-54c5559ed091","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":91,"box":{"x":89,"y":399,"width":864,"height":13}},{"id":"49d1f8b3-8d4b-49e0-9b61-ba4a28e072d8","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":91,"box":{"x":89,"y":414,"width":871,"height":13}},{"id":"0a9ce6a2-4e14-4ddf-8f24-939393af0d7e","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":91,"box":{"x":89,"y":429,"width":844,"height":13}},{"id":"607ba107-c18a-48e0-a3ce-724822839d15","block_type":"box","text":"pro","page_number":91,"box":{"x":937,"y":432,"width":23,"height":10}},{"id":"cb1314c7-3e1e-44b8-be8b-6a770b587159","block_type":"box","text":"rata","page_number":91,"box":{"x":88,"y":446,"width":28,"height":8}},{"id":"21ccdee8-0132-49c9-af6b-915c165bfb4e","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":91,"box":{"x":121,"y":445,"width":838,"height":12}},{"id":"dd0fcf10-ab2e-42b0-86f2-23ceba83db0b","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":91,"box":{"x":88,"y":460,"width":857,"height":12}},{"id":"d52898ee-c9d1-48fb-8a24-a89303fe3594","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":91,"box":{"x":89,"y":475,"width":877,"height":12}},{"id":"44024adf-2b87-476a-9091-7438dd999bb1","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":91,"box":{"x":89,"y":490,"width":845,"height":12}},{"id":"1241b053-19b4-4e7e-9b34-7e1a5099e548","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":91,"box":{"x":89,"y":505,"width":869,"height":12}},{"id":"6f0250f3-1ae1-409b-91f9-fefbca426db0","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":91,"box":{"x":89,"y":520,"width":828,"height":12}},{"id":"2f2b821d-4781-4d5e-b17b-eac6392d1700","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":91,"box":{"x":89,"y":535,"width":861,"height":13}},{"id":"c06b9501-2e63-42ca-b175-1360521f9db8","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":91,"box":{"x":89,"y":550,"width":831,"height":13}},{"id":"b9ff1f27-c54b-4bb3-a5e2-7198fb9194b8","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":91,"box":{"x":89,"y":565,"width":854,"height":13}},{"id":"52d5562c-2c29-4ad6-8407-ec7adf8d6e6b","block_type":"box","text":"order.","page_number":91,"box":{"x":89,"y":581,"width":38,"height":9}},{"id":"5509366f-758d-4ffc-ac19-c2916b1b8b67","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":91,"box":{"x":88,"y":607,"width":822,"height":12}},{"id":"5cac8d9b-e3fb-4bed-8594-70f76cb989ec","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":91,"box":{"x":89,"y":622,"width":858,"height":12}},{"id":"b1163362-2f91-40ca-92cd-cb6adda142d2","block_type":"box","text":"over those periods or the magnitude of changes to the components of a Fund’s Underlying 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546","page_number":91,"box":{"x":89,"y":732,"width":857,"height":12}},{"id":"b1d09e49-8add-41e5-b6f4-8d6ddbd05670","block_type":"box","text":"iShares Global Clean Energy ETF 1,064,439","page_number":91,"box":{"x":89,"y":747,"width":484,"height":12}},{"id":"16758e73-c4cc-486f-ae3b-92434c70cd6d","block_type":"box","text":"(1)","page_number":91,"box":{"x":575,"y":745,"width":14,"height":8}},{"id":"a1ba8463-de72-459e-b6b8-44f8334fb5ad","block_type":"box","text":"560,156 1,202,822","page_number":91,"box":{"x":703,"y":747,"width":243,"height":11}},{"id":"0867640b-c3c9-4ebe-82ed-6adbb6a9e4d2","block_type":"box","text":"iShares Global REIT ETF 183,044 134,412 124,437","page_number":91,"box":{"x":89,"y":762,"width":857,"height":11}},{"id":"a1e8475b-385f-4b4d-9c9d-bdcedc61e59c","block_type":"box","text":"iShares International Developed Real Estate","page_number":91,"box":{"x":89,"y":777,"width":302,"height":12}},{"id":"bda9d850-2d0e-4f7b-8ac7-b482878adb50","block_type":"box","text":"ETF 5,398 5,312 9,010","page_number":91,"box":{"x":109,"y":793,"width":837,"height":11}},{"id":"fad5200b-2ec8-4251-9925-659eb1fd2eeb","block_type":"box","text":"iShares International Select Dividend ETF 1,076,978","page_number":91,"box":{"x":89,"y":807,"width":484,"height":12}},{"id":"ec57f933-e3e7-4236-bf19-81cadde51ecf","block_type":"box","text":"(2)","page_number":91,"box":{"x":575,"y":805,"width":14,"height":8}},{"id":"07ac547e-cfe8-45b0-b450-302e3f952396","block_type":"box","text":"508,240 959,952","page_number":91,"box":{"x":702,"y":808,"width":244,"height":11}},{"id":"db8104a1-88e4-4e1f-9bda-cfda6fc8a3a6","block_type":"box","text":"(1)","page_number":91,"box":{"x":113,"y":846,"width":11,"height":6}},{"id":"304889d6-75b6-485c-a382-e79a9eea8d9f","block_type":"box","text":"The increase in brokerage commissions from fiscal year ended in 2025 to the fiscal year ended in 2026 was primarily due to a significant increase in","page_number":91,"box":{"x":137,"y":847,"width":825,"height":10}},{"id":"84790ffe-923c-43a9-a26b-b77809182b07","block_type":"box","text":"Fund assets.","page_number":91,"box":{"x":138,"y":860,"width":68,"height":7}},{"id":"c634383a-55c8-418f-8da0-7e993b1d3b09","block_type":"box","text":"84","page_number":91,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"cbc50f69-0381-407e-b877-0832c2d96604","block_type":"box","text":"(2)","page_number":92,"box":{"x":113,"y":43,"width":11,"height":6}},{"id":"d1f491d8-94d9-4cc0-866d-4ee215d608e1","block_type":"box","text":"The increase in brokerage commissions from fiscal year ended in 2025 to the fiscal year ended in 2026 was primarily due to a significant increase in","page_number":92,"box":{"x":137,"y":45,"width":825,"height":9}},{"id":"eb8d70c1-58ec-4f0b-8afe-6376b13d4506","block_type":"box","text":"Fund 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If purchases or sales of portfolio securities of the Funds and one or more other","page_number":92,"box":{"x":89,"y":137,"width":873,"height":12}},{"id":"33de064d-3747-4beb-92ac-fe7ef593412a","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":92,"box":{"x":89,"y":152,"width":845,"height":13}},{"id":"c08ad1dc-3edf-42f9-9732-863bc4fd81d5","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":92,"box":{"x":89,"y":167,"width":851,"height":13}},{"id":"b2680717-54e0-4615-8b0f-053a7e849f97","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":92,"box":{"x":89,"y":182,"width":871,"height":13}},{"id":"49114be5-bce0-4e2e-b007-bdcbf8d20625","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":92,"box":{"x":89,"y":198,"width":870,"height":12}},{"id":"42759137-7fb8-4f7f-a817-86df48ba8b5c","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":92,"box":{"x":89,"y":213,"width":852,"height":12}},{"id":"af78a0ef-c7d1-4942-938b-8f3dfb56e468","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":92,"box":{"x":89,"y":228,"width":874,"height":12}},{"id":"89517b0c-ad4c-45eb-bba4-c83f37a2cf62","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":92,"box":{"x":89,"y":243,"width":874,"height":12}},{"id":"9b76a638-0875-4d15-85c6-654e0f120fb7","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":92,"box":{"x":89,"y":258,"width":867,"height":12}},{"id":"cf8a16fc-629f-4096-81bd-a11453bafbc5","block_type":"box","text":"other brokers or dealers in comparable transactions. The Funds will not deal with affiliates in principal transactions unless","page_number":92,"box":{"x":89,"y":273,"width":850,"height":13}},{"id":"c919234b-5b80-4e4e-9b07-638d4c6507ae","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":92,"box":{"x":89,"y":288,"width":528,"height":13}},{"id":"340f7061-ea79-469c-8f5d-caf1b01c222d","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":92,"box":{"x":89,"y":315,"width":876,"height":12}},{"id":"76771833-07b7-4c15-bf51-2c4e12059856","block_type":"box","text":"brokerage expenses.","page_number":92,"box":{"x":89,"y":330,"width":142,"height":12}},{"id":"563dfd58-3832-4028-890c-a8565a5e5674","block_type":"box","text":"The table below sets forth the portfolio turnover rates of each Fund for the fiscal years noted:","page_number":92,"box":{"x":88,"y":356,"width":651,"height":13}},{"id":"706326f5-9d0f-4f5f-833b-a61cad603c16","block_type":"box","text":"Fund","page_number":92,"box":{"x":89,"y":396,"width":27,"height":8}},{"id":"7c5d7161-cc4c-42d5-842e-0f72462a2988","block_type":"box","text":"Fiscal Year Ended","page_number":92,"box":{"x":673,"y":386,"width":99,"height":8}},{"id":"a760e113-1ae1-4d05-bb11-af5dbe40b47c","block_type":"box","text":"April 30, 2026","page_number":92,"box":{"x":682,"y":396,"width":81,"height":10}},{"id":"d0b0ee24-2f3e-4a24-804d-2b5e855d8376","block_type":"box","text":"Fiscal Year Ended","page_number":92,"box":{"x":869,"y":386,"width":99,"height":8}},{"id":"14d13d3e-8c73-4ac9-8bec-96ad2b589d02","block_type":"box","text":"April 30, 2025","page_number":92,"box":{"x":877,"y":396,"width":81,"height":10}},{"id":"3c796f89-871b-4d5a-bb84-92854e780682","block_type":"box","text":"iShares Environmentally Aware Real Estate ETF 11% 28%","page_number":92,"box":{"x":89,"y":418,"width":845,"height":12}},{"id":"0819ce4a-e616-4b3e-a3bc-c2b11dbd44a4","block_type":"box","text":"iShares Global Clean Energy ETF 68% 39%","page_number":92,"box":{"x":89,"y":433,"width":845,"height":13}},{"id":"28701679-8b23-4386-a948-560ea9bc230f","block_type":"box","text":"iShares Global REIT ETF 5% 7%","page_number":92,"box":{"x":89,"y":448,"width":845,"height":10}},{"id":"66b06f01-7280-42f6-b670-05c484c6f3e7","block_type":"box","text":"iShares International Developed Real Estate ETF 9% 10%","page_number":92,"box":{"x":89,"y":463,"width":845,"height":13}},{"id":"57a5fe27-7d53-49c3-bbb5-05ae4dc63698","block_type":"box","text":"iShares International Select Dividend ETF 37% 27%","page_number":92,"box":{"x":89,"y":479,"width":845,"height":9}},{"id":"c805d27d-b55e-4c85-9729-0ab7947077a7","block_type":"box","text":"Creation or redemption transactions, to the extent consisting of cash, may require the Fund to contemporaneously transact","page_number":92,"box":{"x":89,"y":511,"width":865,"height":13}},{"id":"982a6b5c-6f0f-4b07-bbc4-9bb87ebbae07","block_type":"box","text":"with broker-dealers for purchases of Deposit Securities (as defined below under","page_number":92,"box":{"x":88,"y":526,"width":559,"height":13}},{"id":"4e6c68f5-70b0-411d-9b3d-d23a6cba07b2","block_type":"box","text":"Fund Deposit","page_number":92,"box":{"x":652,"y":526,"width":92,"height":13}},{"id":"eebb8929-b589-44da-b634-319a8598cc95","block_type":"box","text":") or sales of Fund Securities (as","page_number":92,"box":{"x":745,"y":526,"width":218,"height":13}},{"id":"321a229b-9618-48a3-be78-762c4df899f5","block_type":"box","text":"defined below under","page_number":92,"box":{"x":89,"y":542,"width":143,"height":9}},{"id":"51d2e660-52c8-4aac-a190-e8a9c77c56bd","block_type":"box","text":"Redemption of Creation Units","page_number":92,"box":{"x":237,"y":542,"width":206,"height":12}},{"id":"ec885623-52b0-48ee-8c08-37f74bec2366","block_type":"box","text":"), as applicable. Such transactions with a particular broker-dealer may be","page_number":92,"box":{"x":444,"y":542,"width":509,"height":12}},{"id":"7a0e0157-785b-4b67-b104-ed2e83751d04","block_type":"box","text":"conditioned upon the broker-dealer’s agreement to transact at guaranteed price levels in order to reduce transaction costs","page_number":92,"box":{"x":89,"y":557,"width":857,"height":12}},{"id":"e0535e0a-b625-4aa7-b732-f7424c1a3b09","block_type":"box","text":"the Fund would otherwise incur as a consequence of settling creation or redemption baskets in cash rather than in-kind.","page_number":92,"box":{"x":88,"y":572,"width":843,"height":12}},{"id":"a967bf15-3990-4c44-a29e-681218a11c38","block_type":"box","text":"Following the Fund’s receipt of an order to purchase or redeem creation or redemption baskets, to the extent such purchases","page_number":92,"box":{"x":89,"y":598,"width":875,"height":13}},{"id":"103d8e52-687b-4beb-aba4-3f09d0103f7c","block_type":"box","text":"or redemptions consist of a cash portion, the Fund will enter an order with a broker or dealer to purchase or sell the Deposit","page_number":92,"box":{"x":89,"y":613,"width":867,"height":13}},{"id":"2258578c-a1b8-4d7f-b4c1-491defe6cc1e","block_type":"box","text":"Securities or Fund Securities, as applicable. The terms of such order may, depending on the timing of the transaction and","page_number":92,"box":{"x":88,"y":628,"width":847,"height":13}},{"id":"2d8580c1-9fa7-4767-8a0f-ac2ca239c916","block_type":"box","text":"certain other factors, require the broker or dealer to guarantee that the Fund will achieve execution of its order at a price at","page_number":92,"box":{"x":89,"y":644,"width":859,"height":12}},{"id":"d8d32b48-97e5-4d07-957a-796399892da6","block_type":"box","text":"least as favorable to the Fund as the Fund’s valuation of the Deposit Securities/Fund Securities used for purposes of","page_number":92,"box":{"x":89,"y":659,"width":812,"height":12}},{"id":"d53e16e8-ce04-47fb-9631-a2a5d9f6c98e","block_type":"box","text":"calculating the NAV applied to the creation or redemption transaction giving rise to the order (the “Execution Performance","page_number":92,"box":{"x":89,"y":674,"width":856,"height":12}},{"id":"581080a3-c0b0-41c3-859c-c3a9fa5a7a4d","block_type":"box","text":"Guarantee”). Such orders may be placed with the purchasing or redeeming Authorized Participant (or a broker-dealer","page_number":92,"box":{"x":89,"y":689,"width":822,"height":12}},{"id":"fef11ff8-c2ad-41af-8ac7-c831f89b2c3b","block_type":"box","text":"affiliated with the Authorized Participant or a third-party broker-dealer engaged through the Authorized Participant) in its","page_number":92,"box":{"x":89,"y":704,"width":848,"height":12}},{"id":"fd6df343-3353-4688-8c4a-05623431bf31","block_type":"box","text":"capacity as a broker-dealer. The amount payable to the Fund in respect of any Execution Performance Guarantee will depend","page_number":92,"box":{"x":89,"y":719,"width":872,"height":13}},{"id":"20bf900c-9e19-422a-9260-f11885001e6e","block_type":"box","text":"on the results achieved by the executing firm and will vary depending on market activity, timing and a variety of other factors.","page_number":92,"box":{"x":89,"y":734,"width":877,"height":13}},{"id":"91a34fa5-8163-4016-9748-4de26400d59e","block_type":"box","text":"The Execution Performance Guarantee will apply for any orders executed by the Authorized Participant (or an affiliated or","page_number":92,"box":{"x":88,"y":749,"width":848,"height":13}},{"id":"ebeaa11b-9a7e-4129-b899-1e26d26d5cba","block_type":"box","text":"unaffiliated broker-dealer), even if the trades have not settled before the redemption transaction settles.","page_number":92,"box":{"x":89,"y":765,"width":724,"height":12}},{"id":"8339ae74-15ca-4515-81c9-f7fb8345ea3e","block_type":"box","text":"To ensure that an Execution Performance Guarantee will be honored on orders arising from creation transactions executed by","page_number":92,"box":{"x":88,"y":791,"width":880,"height":12}},{"id":"df10a2a5-5847-4216-b20f-38fc72e2d2b9","block_type":"box","text":"an Authorized Participant (or an affiliated or unaffiliated broker-dealer), an Authorized Participant is required to deposit an","page_number":92,"box":{"x":89,"y":806,"width":853,"height":12}},{"id":"fc135f38-37d4-42f1-96ae-205c43938a29","block_type":"box","text":"amount with the Fund (the “Execution Performance Deposit”). If the broker-dealer executing the order achieves executions","page_number":92,"box":{"x":89,"y":821,"width":862,"height":13}},{"id":"f97e0b54-631b-493e-b151-d7b2017fb396","block_type":"box","text":"in market transactions at a price more favorable than the Fund’s valuation of the Deposit Securities, then the Authorized","page_number":92,"box":{"x":89,"y":836,"width":840,"height":13}},{"id":"d852cea2-d210-4616-ab2a-16ed1f04e7ef","block_type":"box","text":"Participant generally may retain the benefit of the favorable executions, and the Fund will return to the Authorized Participant","page_number":92,"box":{"x":89,"y":851,"width":876,"height":13}},{"id":"1d0cf9ec-6e91-4ff6-91fa-c5f62b1abc85","block_type":"box","text":"the Execution Performance Deposit. If, however, the broker-dealer executing the order is unable to achieve executions in","page_number":92,"box":{"x":88,"y":867,"width":840,"height":12}},{"id":"ca1407fb-d3a9-4150-9b84-7ff0beac6a16","block_type":"box","text":"85","page_number":92,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"4eb21b07-eb45-4e0f-a3d9-6c58a082bf37","block_type":"box","text":"market transactions at a price at least equal to the Fund’s valuation of the securities, the Fund retains the portion of the","page_number":93,"box":{"x":89,"y":44,"width":835,"height":12}},{"id":"91cffc2b-8a6a-4b91-8ec3-573aedb4c15d","block_type":"box","text":"Execution Performance Deposit equal to the full amount of the execution shortfall (including any taxes, brokerage","page_number":93,"box":{"x":89,"y":59,"width":795,"height":12}},{"id":"f6a42341-0b21-4410-aeb2-cc06a7f13cfb","block_type":"box","text":"commissions or other costs) and may require the Authorized Participant to deposit any additional amount required to cover","page_number":93,"box":{"x":89,"y":74,"width":866,"height":12}},{"id":"f9fe5684-7805-4582-b9af-77f67a2e35fc","block_type":"box","text":"the full amount of the actual Execution Performance Guarantee.","page_number":93,"box":{"x":88,"y":89,"width":447,"height":10}},{"id":"bd8311be-a633-4ba5-bba6-069697032313","block_type":"box","text":"To ensure that an Execution Performance Guarantee will be honored for brokerage orders arising from redemption","page_number":93,"box":{"x":88,"y":116,"width":800,"height":12}},{"id":"0a400a94-07cc-4485-b43e-bcabface16ab","block_type":"box","text":"transactions executed by an Authorized Participant (or an affiliated or unaffiliated broker-dealer) as broker-dealer, an","page_number":93,"box":{"x":88,"y":131,"width":816,"height":12}},{"id":"3e6bcc36-a4f3-437b-a9fe-03dc279efb98","block_type":"box","text":"Authorized Participant agrees to pay the shortfall amount (the “Execution Performance Offset”). If the broker-dealer","page_number":93,"box":{"x":88,"y":146,"width":811,"height":12}},{"id":"57397d2c-b371-47cf-b81c-0c51c4ef84be","block_type":"box","text":"executing the order achieves executions in market transactions at a price more favorable than the Fund’s valuation of the","page_number":93,"box":{"x":89,"y":161,"width":847,"height":12}},{"id":"d4ab190d-85bf-4318-9824-646498343586","block_type":"box","text":"Fund Securities, then the Authorized Participant generally may retain the benefit of the favorable executions and the","page_number":93,"box":{"x":89,"y":176,"width":811,"height":13}},{"id":"8cb0668e-37a5-4aae-bcc7-0e58fa8fda41","block_type":"box","text":"Authorized Participant is not called upon to honor the Execution Performance Offset. If, however, the broker-dealer is unable","page_number":93,"box":{"x":88,"y":191,"width":869,"height":13}},{"id":"9c016579-94e5-4b10-8400-1302ba35ec07","block_type":"box","text":"to achieve executions in market transactions at a price at least equal to the Fund’s valuation of the securities, the Fund will be","page_number":93,"box":{"x":88,"y":206,"width":879,"height":13}},{"id":"c7b8eae9-c885-4ec0-bcb1-dc0ad6653200","block_type":"box","text":"entitled to the portion of the Execution Performance Offset equal to the full amount of the execution shortfall (including any","page_number":93,"box":{"x":89,"y":222,"width":868,"height":12}},{"id":"33f7384d-6cb0-4f3a-8797-f00f2cb83545","block_type":"box","text":"taxes, brokerage commissions or other costs).","page_number":93,"box":{"x":88,"y":237,"width":323,"height":12}},{"id":"4c27ae36-2cd1-40df-9430-54c80aa2fff9","block_type":"box","text":"The circumstances under which the Execution Performance Guarantee will be used and the expected amount of any","page_number":93,"box":{"x":88,"y":263,"width":816,"height":12}},{"id":"9d71596d-cbc5-4f96-830e-be2f76836597","block_type":"box","text":"Execution Performance Deposit or Execution Performance Offset for the Fund will be disclosed in the procedures handbook","page_number":93,"box":{"x":89,"y":278,"width":863,"height":13}},{"id":"dc71c80e-cb8e-4989-afbc-ee7b35a13f96","block_type":"box","text":"for Authorized Participants and may change from time to time based on the actual experience of the Fund.","page_number":93,"box":{"x":88,"y":293,"width":746,"height":13}},{"id":"5433287f-e842-45c6-89ba-9e1a2f0dc51c","block_type":"box","text":"Additional Information Concerning the Trust","page_number":93,"box":{"x":88,"y":324,"width":750,"height":30}},{"id":"6e5b0f2d-466b-4488-8760-578667906378","block_type":"box","text":"Shares.","page_number":93,"box":{"x":88,"y":365,"width":52,"height":10}},{"id":"f282517b-061a-4ed2-9671-15b0c32cbac9","block_type":"box","text":"The Trust issues shares of beneficial interests in the funds with no par value. The Board may designate additional","page_number":93,"box":{"x":149,"y":365,"width":789,"height":12}},{"id":"813fe6c5-01bd-42e2-93f8-51a524227cbd","block_type":"box","text":"iShares funds.","page_number":93,"box":{"x":89,"y":380,"width":97,"height":10}},{"id":"e23f4273-1a2f-4c4c-b059-6486c0268e3c","block_type":"box","text":"Each share issued by a fund has a","page_number":93,"box":{"x":89,"y":407,"width":234,"height":12}},{"id":"0dbe3e88-467c-4685-a264-12d2ddb0e96a","block_type":"box","text":"pro rata","page_number":93,"box":{"x":327,"y":408,"width":56,"height":11}},{"id":"beeec5c9-a2db-4e0d-8504-c67a6bbde0fd","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":93,"box":{"x":388,"y":407,"width":507,"height":12}},{"id":"04a8fbe3-341a-4ef6-82a5-8d6cdf94376e","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":93,"box":{"x":89,"y":422,"width":842,"height":12}},{"id":"94d136cc-174c-4aaf-b9ba-9838650e9ee5","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":93,"box":{"x":89,"y":437,"width":835,"height":12}},{"id":"2407e422-2223-4a85-8d4c-a2211c2a895e","block_type":"box","text":"liquidation.","page_number":93,"box":{"x":89,"y":452,"width":76,"height":12}},{"id":"061990e1-9dd1-4222-b9d9-2a695fbc942c","block_type":"box","text":"Each share has one vote with respect to matters upon which the shareholder is entitled to vote. In any matter submitted to","page_number":93,"box":{"x":89,"y":479,"width":858,"height":12}},{"id":"ed193254-bc66-4dd6-9daf-ddf8c31fd23b","block_type":"box","text":"shareholders for a vote, each fund shall hold a separate vote, provided that shareholders of all affected funds will vote","page_number":93,"box":{"x":89,"y":494,"width":821,"height":12}},{"id":"f056d783-789f-4ceb-8b52-a0e2a673f750","block_type":"box","text":"together when: (i) required by the 1940 Act, or (ii) the Trustees determine that the matter affects the interests of more than","page_number":93,"box":{"x":88,"y":509,"width":864,"height":12}},{"id":"5028ac13-4126-4b2b-9d2f-11433d394e5f","block_type":"box","text":"one fund.","page_number":93,"box":{"x":89,"y":524,"width":65,"height":10}},{"id":"433d2412-8e46-4e40-ba77-51b9b34097bb","block_type":"box","text":"Under Delaware law, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the","page_number":93,"box":{"x":89,"y":550,"width":861,"height":13}},{"id":"a2275fba-8375-4ecb-91a9-f3ad423e03b0","block_type":"box","text":"1940 Act. The policy of the Trust is not to hold an annual meeting of shareholders unless required to do so under the 1940","page_number":93,"box":{"x":90,"y":565,"width":857,"height":13}},{"id":"39b9f3c2-828d-4b14-841d-ed4a8d6e70dd","block_type":"box","text":"Act. All shares (regardless of the fund) have noncumulative voting rights in the election of members of the Board. Under","page_number":93,"box":{"x":88,"y":581,"width":842,"height":12}},{"id":"69e4d46b-15a1-494f-a382-ecf90370d95c","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":93,"box":{"x":89,"y":596,"width":563,"height":12}},{"id":"4ea21b10-72cc-4e0b-a3cf-617670890777","block_type":"box","text":"Following the creation of the initial Creation Unit(s) of shares of a fund and immediately prior to the commencement of","page_number":93,"box":{"x":89,"y":622,"width":837,"height":12}},{"id":"4b41d27e-56c7-4872-a919-6a6adce313e4","block_type":"box","text":"trading in such fund’s shares, a holder of shares may be a “control person” of the fund, as defined in Rule 0-1 under the 1940","page_number":93,"box":{"x":88,"y":637,"width":874,"height":13}},{"id":"023bd285-748a-49ac-a944-fde8dcc2797b","block_type":"box","text":"Act. A fund cannot predict the length of time for which one or more shareholders may remain a control person of the fund.","page_number":93,"box":{"x":88,"y":652,"width":862,"height":13}},{"id":"aad3a75a-8ef0-4365-a684-3e1b444521f3","block_type":"box","text":"Shareholders may make inquiries by writing to iShares Trust, c/o BlackRock Investments, LLC, 1 University Square Drive,","page_number":93,"box":{"x":88,"y":679,"width":840,"height":12}},{"id":"8095cdaa-f791-47bc-811c-9cdc2faca8db","block_type":"box","text":"Princeton, NJ 08540.","page_number":93,"box":{"x":89,"y":695,"width":141,"height":10}},{"id":"4d2dbf8e-7aeb-48d8-913b-e670bc0b6023","block_type":"box","text":"Absent an applicable exemption or other relief from the SEC or its staff, beneficial owners of more than 5% of the shares of a","page_number":93,"box":{"x":88,"y":720,"width":873,"height":13}},{"id":"3e3a045e-2597-4fd9-ba6a-88bf956de4b5","block_type":"box","text":"fund may be subject to the reporting provisions of Section 13 of the 1934 Act and the SEC’s rules promulgated thereunder. In","page_number":93,"box":{"x":88,"y":736,"width":876,"height":12}},{"id":"9eb51ed1-cbe6-46cb-8c52-22ac356d6357","block_type":"box","text":"addition, absent an applicable exemption or other relief from the SEC or its staff, officers and trustees of a fund and beneficial","page_number":93,"box":{"x":89,"y":751,"width":875,"height":12}},{"id":"2ef50176-bad4-45a8-9e37-c3c2cb0d55f5","block_type":"box","text":"owners of 10% of the shares of a fund (“Insiders”) may be subject to the insider reporting, short-swing profit and short sale","page_number":93,"box":{"x":89,"y":766,"width":865,"height":12}},{"id":"7943e5d7-c181-4321-b7a3-39cf997f6d0b","block_type":"box","text":"provisions of Section 16 of the 1934 Act and the SEC’s rules promulgated thereunder. Beneficial owners and Insiders should","page_number":93,"box":{"x":89,"y":781,"width":864,"height":12}},{"id":"f54b507f-a8af-474a-b616-a6227ab26d1b","block_type":"box","text":"consult with their own legal counsel concerning their obligations under Sections 13 and 16 of the 1934 Act and existing","page_number":93,"box":{"x":89,"y":796,"width":838,"height":12}},{"id":"b2788099-a3ba-4674-ae49-aef4a82f2465","block_type":"box","text":"guidance provided by the SEC staff.","page_number":93,"box":{"x":89,"y":811,"width":245,"height":12}},{"id":"cdbe17d0-d93c-4949-a08d-b10e56c45739","block_type":"box","text":"86","page_number":93,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"1851c9c3-6cc5-43e8-a052-dbc1ba220add","block_type":"box","text":"In accordance with the Trust’s current Agreement and Declaration of Trust (the “Declaration of Trust”), the Board may,","page_number":94,"box":{"x":89,"y":44,"width":831,"height":12}},{"id":"236195ff-f183-435a-84f5-bcf90ac7f756","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":94,"box":{"x":88,"y":59,"width":844,"height":12}},{"id":"da91c3b1-c59b-47d9-97d3-b997dff9c960","block_type":"box","text":"including the 1940 Act), authorize certain funds to merge, reorganize, consolidate, sell all or substantially all of their assets, or","page_number":94,"box":{"x":89,"y":74,"width":879,"height":12}},{"id":"85b049f9-8a78-4409-aa04-60e2fc28229f","block_type":"box","text":"take other similar actions with, to or into another fund. The Trust or a fund may be terminated by a majority vote of the","page_number":94,"box":{"x":88,"y":89,"width":839,"height":13}},{"id":"b5863fc7-5900-4615-a9f0-36fb166e00e7","block_type":"box","text":"Board, subject to the affirmative vote of a majority of the shareholders of the Trust or such fund entitled to vote on","page_number":94,"box":{"x":89,"y":104,"width":800,"height":13}},{"id":"9da3a40c-d3fd-4950-9a5a-6abb69a453c0","block_type":"box","text":"termination; however, in certain circumstances described in the Declaration of Trust, only a majority vote of the Board is","page_number":94,"box":{"x":88,"y":119,"width":839,"height":13}},{"id":"f9e01b1b-c196-45eb-979c-f6baa4edb21f","block_type":"box","text":"required. Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of","page_number":94,"box":{"x":89,"y":135,"width":879,"height":12}},{"id":"07def351-f78c-4977-88a4-00d796efbcc6","block_type":"box","text":"Trust provides that the Board will have the unrestricted power to alter the number of shares in a Creation Unit. Therefore, in","page_number":94,"box":{"x":88,"y":150,"width":863,"height":12}},{"id":"6c2967c3-3641-49b9-98e8-ce7364fdfbac","block_type":"box","text":"the event of a termination of the Trust or a fund, the Board, in its sole discretion, could determine to permit the shares to be","page_number":94,"box":{"x":88,"y":165,"width":866,"height":12}},{"id":"7d0a1a37-b928-4f08-abfa-b5d12af7f326","block_type":"box","text":"redeemable in aggregations smaller than Creation Units or to be individually redeemable. In such circumstance, the Trust or a","page_number":94,"box":{"x":89,"y":180,"width":878,"height":12}},{"id":"8c95eed7-4311-439b-b486-c1a01e2ad10d","block_type":"box","text":"fund may make redemptions in-kind, for cash or for a combination of cash or securities. Further, in the event of a termination","page_number":94,"box":{"x":88,"y":195,"width":877,"height":12}},{"id":"29562674-5069-423e-b019-9503141b72ac","block_type":"box","text":"of the Trust or a fund, the Trust or a fund might elect to pay cash redemptions to all shareholders, with an in-kind election for","page_number":94,"box":{"x":89,"y":210,"width":878,"height":13}},{"id":"11d54839-6eaa-470c-84b1-f80ca5b69862","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":94,"box":{"x":89,"y":225,"width":480,"height":13}},{"id":"67c2291f-b045-47d3-bd27-0d8056be2f2f","block_type":"box","text":"DTC as Securities Depository for Shares of the Funds.","page_number":94,"box":{"x":89,"y":252,"width":383,"height":12}},{"id":"471deff4-ece3-4e14-9d95-0a03108870f8","block_type":"box","text":"Shares of each Fund are represented by securities registered in the","page_number":94,"box":{"x":481,"y":252,"width":465,"height":12}},{"id":"42b7cbe8-e712-4e48-b382-14eb645e9b1b","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":94,"box":{"x":89,"y":267,"width":486,"height":12}},{"id":"4fa4c1d6-0a3d-4172-be94-cfee7796185a","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":94,"box":{"x":89,"y":293,"width":836,"height":13}},{"id":"bfc086d9-a970-42b2-87de-08eef54c889e","block_type":"box","text":"NSCC was established in 1976 to provide a single settlement system for securities clearing and to serve as central","page_number":94,"box":{"x":89,"y":308,"width":790,"height":13}},{"id":"156847e4-ce54-4464-b391-c0e6d84f8f2d","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":94,"box":{"x":89,"y":324,"width":872,"height":12}},{"id":"7d94f1f6-8340-4a87-a6f0-a91724d3629b","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":94,"box":{"x":88,"y":339,"width":837,"height":12}},{"id":"8ce873c4-554c-45fc-be56-cb934e15ca3b","block_type":"box","text":"owned by the DTC Participants, but NYSE and FINRA, through subsidiaries, hold preferred shares in DTCC that provide them","page_number":94,"box":{"x":89,"y":354,"width":864,"height":12}},{"id":"7cf86e2c-9ddb-41e7-98f5-38e2eb55e26c","block_type":"box","text":"with the right to elect one member each to the DTCC board of directors. Access to the DTC system is available to entities,","page_number":94,"box":{"x":88,"y":369,"width":848,"height":12}},{"id":"5d291272-a33a-4f18-877e-cfef883976a9","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":94,"box":{"x":89,"y":384,"width":833,"height":12}},{"id":"0efb0406-6478-4d4b-b026-4e8568afa586","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":94,"box":{"x":89,"y":399,"width":439,"height":13}},{"id":"c418df4b-3c1b-45a4-96d5-61630c878b29","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":94,"box":{"x":89,"y":426,"width":873,"height":12}},{"id":"6b29b6d8-abb9-4762-85c3-a942194f28ce","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":94,"box":{"x":89,"y":441,"width":840,"height":12}},{"id":"9f5352cf-717d-4d43-8239-6cc082b81684","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":94,"box":{"x":89,"y":456,"width":825,"height":12}},{"id":"f349f325-6929-4744-b471-8a85a3abeea6","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":94,"box":{"x":89,"y":471,"width":822,"height":12}},{"id":"6eb8ec3f-8904-4274-901c-1b2f788d29b1","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":94,"box":{"x":89,"y":486,"width":848,"height":12}},{"id":"9e0f1994-a95f-497f-9dbb-638105be4f90","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":94,"box":{"x":89,"y":501,"width":877,"height":13}},{"id":"962573cf-155e-4d02-a21e-044d0ded486e","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":94,"box":{"x":89,"y":516,"width":872,"height":13}},{"id":"6d4fa7d2-f2f9-46d3-b9cb-9bde7db445b7","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":94,"box":{"x":89,"y":531,"width":426,"height":13}},{"id":"43accbf2-b046-4962-a83d-7acdc5f44239","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":94,"box":{"x":89,"y":558,"width":873,"height":12}},{"id":"783f985c-6582-474e-b5a3-d683f548d8ad","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":94,"box":{"x":89,"y":573,"width":869,"height":12}},{"id":"039ba204-b98c-48be-afe9-5c44fa509475","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":94,"box":{"x":88,"y":588,"width":856,"height":12}},{"id":"62cca6fc-4131-4ad1-910d-1f7c24f584bd","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":94,"box":{"x":89,"y":603,"width":807,"height":13}},{"id":"7a7ae7e4-a016-48dd-a070-22e61cf47351","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":94,"box":{"x":89,"y":618,"width":877,"height":13}},{"id":"91646a03-909c-4346-b78d-782265fba6d5","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":94,"box":{"x":89,"y":633,"width":803,"height":13}},{"id":"d960e85a-8658-40e7-b436-85ceee1b3437","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":94,"box":{"x":89,"y":649,"width":874,"height":12}},{"id":"527d2ebf-3fe5-467e-93e5-6df4341d5eba","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":94,"box":{"x":89,"y":664,"width":861,"height":12}},{"id":"ab92edf3-16e2-4d82-b8aa-e3fd4830088c","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":94,"box":{"x":89,"y":679,"width":652,"height":12}},{"id":"a5e3c597-3727-46aa-a31f-33a0aa49d5aa","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":94,"box":{"x":88,"y":705,"width":878,"height":13}},{"id":"8be455db-3f03-4414-993b-bb3b65a56f01","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":94,"box":{"x":89,"y":720,"width":847,"height":13}},{"id":"1630e761-0144-480c-854a-9fc1697428cb","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":94,"box":{"x":89,"y":736,"width":858,"height":12}},{"id":"dbafe417-7b13-46ef-8e57-73ba9abf49bf","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":94,"box":{"x":89,"y":751,"width":836,"height":12}},{"id":"f6341474-cb5e-4e5f-9397-bf8092ef7b78","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":94,"box":{"x":89,"y":766,"width":877,"height":12}},{"id":"6a303ddb-8478-4281-821c-dd95456ff5a0","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":94,"box":{"x":89,"y":781,"width":875,"height":12}},{"id":"02feb755-9eef-4f1e-b47a-f37006c4e59a","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":94,"box":{"x":88,"y":807,"width":813,"height":13}},{"id":"945c7e2a-a3c5-48df-80bd-94641281f900","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":94,"box":{"x":89,"y":822,"width":874,"height":13}},{"id":"6a4c2f8a-e0a2-40f5-987c-03e0927a7acd","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":94,"box":{"x":89,"y":838,"width":866,"height":12}},{"id":"effee8e5-494a-4f1a-98c9-9750c8bbc927","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":94,"box":{"x":89,"y":853,"width":855,"height":12}},{"id":"19c5073a-229d-4c1a-b38b-6fc4079c02c4","block_type":"box","text":"87","page_number":94,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"e4c151b0-748d-460e-a05c-bf2f79272cd9","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":95,"box":{"x":88,"y":44,"width":876,"height":12}},{"id":"0685499f-c7bc-417c-bd58-b227563dbde7","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":95,"box":{"x":88,"y":59,"width":855,"height":12}},{"id":"ec3ca256-cc7d-4cad-a122-7d7c36f3d67d","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":95,"box":{"x":89,"y":74,"width":873,"height":12}},{"id":"7c996801-6ef3-4ecd-8f26-1c5f3b2a3383","block_type":"box","text":"cost.","page_number":95,"box":{"x":89,"y":91,"width":32,"height":8}},{"id":"3c02da6c-48dd-4beb-a966-046434832d98","block_type":"box","text":"Distribution of Shares.","page_number":95,"box":{"x":89,"y":116,"width":160,"height":10}},{"id":"2fa88990-4687-44eb-92d1-2e9f08003ecb","block_type":"box","text":"In connection with each Fund’s launch, each Fund was seeded through the sale of one or more","page_number":95,"box":{"x":259,"y":116,"width":665,"height":12}},{"id":"62cbd7e0-25e0-4560-bc0d-13a30398d0af","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":95,"box":{"x":89,"y":131,"width":859,"height":12}},{"id":"b34ffb06-527c-4c63-a031-156820aa9cba","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":95,"box":{"x":89,"y":146,"width":861,"height":12}},{"id":"9ba58f50-a0a4-40b8-9eb0-1c63d2e0b09d","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":95,"box":{"x":89,"y":161,"width":848,"height":12}},{"id":"75626cb8-0d94-48f9-8263-301606562ae7","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":95,"box":{"x":89,"y":176,"width":873,"height":13}},{"id":"ffe64ee1-07d7-4cde-bced-24250d4e11ab","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":95,"box":{"x":88,"y":191,"width":833,"height":13}},{"id":"e127c1e9-9d15-47c6-b203-fb7472c92d2a","block_type":"box","text":"shares.","page_number":95,"box":{"x":89,"y":206,"width":47,"height":10}},{"id":"cfeb6bb5-d867-4e2c-850c-cf6646e0e6ba","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":95,"box":{"x":88,"y":233,"width":877,"height":12}},{"id":"2f1ad391-8781-44d0-aac2-1074f6e83312","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":95,"box":{"x":89,"y":248,"width":873,"height":12}},{"id":"1d3eea90-e278-407d-bcf3-4749eb2cc7ed","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":95,"box":{"x":88,"y":263,"width":878,"height":12}},{"id":"fc2f0cda-4255-4cc8-96e9-1414f9b5167c","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":95,"box":{"x":88,"y":278,"width":877,"height":13}},{"id":"5401b9a9-184b-4483-933a-d35c0969602f","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":95,"box":{"x":89,"y":293,"width":822,"height":13}},{"id":"97f65757-67f5-4e47-8be7-c11b392ebbaf","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":95,"box":{"x":88,"y":308,"width":875,"height":13}},{"id":"7257d674-ad56-4a21-865b-b7d5a5bbeba7","block_type":"box","text":"by them through an Authorized Participant.","page_number":95,"box":{"x":89,"y":324,"width":302,"height":12}},{"id":"a8ef7d98-5be6-4559-b96d-f5c68106b78a","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":95,"box":{"x":88,"y":350,"width":840,"height":12}},{"id":"171a99a8-6441-47c9-a84f-0de4a81f2f87","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":95,"box":{"x":89,"y":365,"width":712,"height":12}},{"id":"a22cc114-82dc-4e32-a734-2894fb51cda7","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":95,"box":{"x":88,"y":392,"width":871,"height":12}},{"id":"a19d5dc7-a3b6-4655-9435-f7d4c2d5776b","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":95,"box":{"x":90,"y":407,"width":354,"height":12}},{"id":"6711301b-d592-4630-9ba3-cd0e3ab8b0d4","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":95,"box":{"x":90,"y":437,"width":721,"height":30}},{"id":"39470cbc-aeb8-4327-afc2-f149aa7f57a7","block_type":"box","text":"General.","page_number":95,"box":{"x":89,"y":479,"width":59,"height":9}},{"id":"1ca3140b-6c60-489d-9d78-727687dc7307","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":95,"box":{"x":156,"y":479,"width":804,"height":12}},{"id":"f519d370-4f67-4371-9ce1-d3fa5686ac0f","block_type":"box","text":"or its agent, without a sales load, at a price based on the Fund’s NAV next determined after receipt, on any Business Day (as","page_number":95,"box":{"x":89,"y":494,"width":864,"height":12}},{"id":"d89bfc4b-60fc-44b4-9488-a5afbceeaae2","block_type":"box","text":"defined below), of an order received by the Distributor or its agent in proper form. On days when the applicable Listing","page_number":95,"box":{"x":89,"y":509,"width":828,"height":12}},{"id":"0cad8832-9f73-47e9-bf17-7b11041975a4","block_type":"box","text":"Exchange closes earlier than normal, the Funds may require orders to be placed earlier in the day. The following table sets","page_number":95,"box":{"x":89,"y":524,"width":850,"height":12}},{"id":"c4362338-4f00-4a69-9694-e9d29d36ebc0","block_type":"box","text":"forth the number of shares of a Fund that constitute a Creation Unit for such Fund, each Fund’s creation and redemption","page_number":95,"box":{"x":88,"y":539,"width":846,"height":12}},{"id":"bea3af9d-5ac6-4324-95ee-7cabbe0da51a","block_type":"box","text":"transaction fee based on data as of July 31, 2026 and each Fund’s maximum additional creation and redemption charge (as","page_number":95,"box":{"x":88,"y":554,"width":863,"height":12}},{"id":"6b4c6682-38b8-4c25-abc5-1ff87e3578bf","block_type":"box","text":"described below). 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The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of any Fund, and","page_number":95,"box":{"x":89,"y":815,"width":864,"height":12}},{"id":"ee1d3fb6-1995-457a-8ade-cef1a30da7e6","block_type":"box","text":"to make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per share price in","page_number":95,"box":{"x":88,"y":830,"width":874,"height":12}},{"id":"b7334615-273c-4254-a243-4ff3b1860a42","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":95,"box":{"x":88,"y":845,"width":796,"height":12}},{"id":"747b1f79-4776-46c2-96ad-c116544ab630","block_type":"box","text":"88","page_number":95,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"54f5df6e-a9bf-4fed-a2d3-b6209afc3dfe","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":96,"box":{"x":88,"y":44,"width":839,"height":12}},{"id":"f84a78cb-b62f-4e07-b839-a4874a0b571e","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":96,"box":{"x":89,"y":59,"width":837,"height":12}},{"id":"f3c98d8c-ff9d-48b4-a558-83fa573de340","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, each Listing Exchange","page_number":96,"box":{"x":89,"y":74,"width":877,"height":12}},{"id":"67bbce06-13a5-4863-92f6-20ad28581357","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":96,"box":{"x":89,"y":89,"width":821,"height":13}},{"id":"e018ead2-6954-42c5-a511-ae0a70ea4ce3","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":96,"box":{"x":89,"y":104,"width":669,"height":13}},{"id":"6f8016ae-f5eb-40fc-a64c-348d3284ffc5","block_type":"box","text":"Fund Deposit.","page_number":96,"box":{"x":89,"y":131,"width":98,"height":12}},{"id":"08ee6ab6-d7bb-462e-b297-cca265a06668","block_type":"box","text":"The consideration for purchase of Creation Units of a Fund generally consists of Deposit Securities and the","page_number":96,"box":{"x":196,"y":131,"width":747,"height":12}},{"id":"c67d3def-3108-443a-a7f9-6e11de8167a8","block_type":"box","text":"Cash Component computed as described below. Together, the Deposit Securities and the Cash Component constitute the","page_number":96,"box":{"x":89,"y":146,"width":852,"height":12}},{"id":"7bc7dd53-4f24-4804-bf26-5f2a96bbf399","block_type":"box","text":"“Fund Deposit,” which, when combined with the Fund’s portfolio securities, is designed to generate performance that has a","page_number":96,"box":{"x":89,"y":161,"width":866,"height":12}},{"id":"7131d6f1-f8b8-4d89-8767-1b1c4589a59a","block_type":"box","text":"collective investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and","page_number":96,"box":{"x":89,"y":176,"width":848,"height":13}},{"id":"7374f6fa-835b-41a4-bedb-2a5466d7af94","block_type":"box","text":"subsequent investment amount for a Creation Unit of any Fund. Such Fund Deposit is applicable, subject to any adjustments","page_number":96,"box":{"x":89,"y":191,"width":871,"height":13}},{"id":"e5bc2c74-ce6c-4a3d-8a06-68800010bcbc","block_type":"box","text":"as described below, to purchases of Creation Units of shares of a given Fund until such time as the next-announced Fund","page_number":96,"box":{"x":89,"y":206,"width":848,"height":13}},{"id":"35dd2d13-461d-461a-99bb-fd41286941ff","block_type":"box","text":"Deposit is made available.","page_number":96,"box":{"x":89,"y":222,"width":179,"height":12}},{"id":"5e2446e4-a6ef-452e-8e7e-6f6e0ebc9c12","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":96,"box":{"x":88,"y":248,"width":824,"height":12}},{"id":"7516c37c-46a5-412f-95f7-4055c01b4513","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":96,"box":{"x":89,"y":263,"width":879,"height":12}},{"id":"72c9e958-3fe0-4d1d-9d68-e0ff3a22cb7b","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":96,"box":{"x":89,"y":278,"width":878,"height":13}},{"id":"cfd0fb25-9a4f-495b-acc3-8c57cfe28171","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":96,"box":{"x":89,"y":293,"width":872,"height":13}},{"id":"4cdf38be-2ae4-4656-aa82-55f7cb0da0a9","block_type":"box","text":"Participant purchasing the Creation Unit. Each Fund generally offers Creation Units partially for cash, but may, in certain","page_number":96,"box":{"x":89,"y":308,"width":835,"height":13}},{"id":"56034d96-3a04-4e8f-819e-d282bad5ca5f","block_type":"box","text":"circumstances, offer Creation Units solely for cash or solely in-kind.","page_number":96,"box":{"x":89,"y":324,"width":469,"height":12}},{"id":"8c49b265-5b42-425c-8d13-7aee8f6917da","block_type":"box","text":"The identity and number of shares of the Deposit Securities change pursuant to changes in the composition of a Fund’s","page_number":96,"box":{"x":88,"y":350,"width":840,"height":12}},{"id":"18dc4ca6-aa22-4ad6-9796-bce87d926e17","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":96,"box":{"x":89,"y":365,"width":860,"height":12}},{"id":"8c48c32b-bc45-4236-b858-ae84425b760b","block_type":"box","text":"the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments","page_number":96,"box":{"x":88,"y":380,"width":876,"height":13}},{"id":"22561c27-4669-4629-b9ae-ca91b79aa5d3","block_type":"box","text":"to the weighting or composition of the component securities constituting the relevant Underlying Index.","page_number":96,"box":{"x":88,"y":395,"width":730,"height":13}},{"id":"7a3ce27a-324b-469a-80f8-3ebe9bf86b78","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":96,"box":{"x":88,"y":422,"width":877,"height":12}},{"id":"d2328d80-7479-4d43-b0ea-1c6df6345163","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":96,"box":{"x":89,"y":437,"width":824,"height":12}},{"id":"0203fd45-42e2-4a39-80fd-5d7d6722fb7e","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":96,"box":{"x":89,"y":452,"width":869,"height":12}},{"id":"61ab35ce-76e7-47cd-95f4-e54d49bfb80a","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":96,"box":{"x":89,"y":467,"width":690,"height":13}},{"id":"0b9a26a8-e471-43d1-97a3-43159854727f","block_type":"box","text":"Fund Deposits may also be modified to position a fund towards a forward index rebalance to reflect revisions that account for","page_number":96,"box":{"x":89,"y":494,"width":879,"height":12}},{"id":"492e7a7e-14b7-4899-b60f-db00a7cc18fe","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":96,"box":{"x":89,"y":509,"width":295,"height":12}},{"id":"a8eed74d-b9a7-4bda-b74a-2d9587bedacb","block_type":"box","text":"The Trust may, in its sole discretion, substitute a “cash in lieu” amount to be added to the Cash Component to replace any","page_number":96,"box":{"x":88,"y":535,"width":854,"height":13}},{"id":"4066b11c-8ac2-4454-8fb0-7146df8a66e3","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":96,"box":{"x":89,"y":550,"width":870,"height":13}},{"id":"38cade96-8bd4-4f1b-9495-ec796178335d","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":96,"box":{"x":89,"y":565,"width":823,"height":13}},{"id":"d9700eb2-28a2-4c4f-af6e-8f345ade289d","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":96,"box":{"x":89,"y":581,"width":873,"height":12}},{"id":"c13faa41-1512-4b09-baf1-ebaa7bcd6631","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":96,"box":{"x":88,"y":596,"width":847,"height":12}},{"id":"eeea3b43-28b9-4290-b18e-f0a0809961bf","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":96,"box":{"x":89,"y":611,"width":859,"height":12}},{"id":"1f6c51db-4a72-410e-a417-8f7ae6afd7fd","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":96,"box":{"x":89,"y":626,"width":745,"height":12}},{"id":"833a9e99-d2d5-4a9e-9a21-b3ef2f8ea200","block_type":"box","text":"Cash Purchase Method.","page_number":96,"box":{"x":89,"y":652,"width":170,"height":10}},{"id":"28817038-9ac4-47d4-b191-3809cbaea099","block_type":"box","text":"Although the Trust does not generally permit full cash purchases of Creation Units of its funds,","page_number":96,"box":{"x":268,"y":652,"width":663,"height":13}},{"id":"c1e53376-a8b8-439c-894c-aa520772b94a","block_type":"box","text":"when partial or full cash purchases of Creation Units are available or specified (Creation Units of the Funds are generally","page_number":96,"box":{"x":88,"y":668,"width":838,"height":12}},{"id":"4b2cc287-c1e9-4d86-946a-130e5e7d0c80","block_type":"box","text":"offered partially for cash), they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a","page_number":96,"box":{"x":89,"y":683,"width":861,"height":12}},{"id":"aef35fd4-d36f-497f-889e-a50ed20c923a","block_type":"box","text":"partial or full cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would","page_number":96,"box":{"x":89,"y":698,"width":829,"height":12}},{"id":"e057511f-4ef2-4725-b765-b34113f20c67","block_type":"box","text":"otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in","page_number":96,"box":{"x":89,"y":713,"width":865,"height":12}},{"id":"06165c0a-5ff2-4be4-b19d-a5cc6336a309","block_type":"box","text":"kind purchaser. The Authorized Participant will also be required to pay certain transaction fees and charges for cash","page_number":96,"box":{"x":89,"y":728,"width":807,"height":12}},{"id":"908b5514-f02d-4354-9495-a5fccfd32145","block_type":"box","text":"purchases, as described below, and, if transacting as broker with the Fund, may be required to cover certain brokerage, tax,","page_number":96,"box":{"x":89,"y":743,"width":859,"height":12}},{"id":"2b373500-5dc1-4270-ad53-d713f8947f1a","block_type":"box","text":"foreign exchange, execution and price movement costs through an Execution Performance Guarantee, as described in the","page_number":96,"box":{"x":88,"y":758,"width":854,"height":13}},{"id":"92327726-f9ee-4a0f-a14d-a3e940af7720","block_type":"box","text":"Brokerage Transactions section of this SAI.","page_number":96,"box":{"x":89,"y":773,"width":297,"height":13}},{"id":"ce442a7b-f652-4b06-897b-cae1ed715873","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":96,"box":{"x":89,"y":800,"width":301,"height":10}},{"id":"970c86ab-ff84-4256-82dd-9247ffabda0b","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":96,"box":{"x":398,"y":800,"width":568,"height":12}},{"id":"16ebac53-d29a-410e-80e1-7b69d6c40a90","block_type":"box","text":"the Funds, an entity must be: (i) a “Participating Party,”","page_number":96,"box":{"x":88,"y":815,"width":385,"height":12}},{"id":"e5073f30-da64-4e47-a518-909dae1de37f","block_type":"box","text":"i.e","page_number":96,"box":{"x":478,"y":816,"width":15,"height":9}},{"id":"fca4129d-22f8-4e50-a447-11f2511b2125","block_type":"box","text":"., a broker-dealer or other participant in the clearing process","page_number":96,"box":{"x":494,"y":815,"width":420,"height":12}},{"id":"287b78e1-631e-4919-a620-65ef6fcdb18b","block_type":"box","text":"through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered","page_number":96,"box":{"x":88,"y":830,"width":847,"height":12}},{"id":"c7348389-07f9-4ec7-b051-20a84f45519b","block_type":"box","text":"with the SEC, or (ii) a DTC Participant, and must have executed an agreement with the Distributor, with respect to creations","page_number":96,"box":{"x":88,"y":845,"width":863,"height":12}},{"id":"6c5d5d06-2d91-422c-9f86-b8d3479d7e5e","block_type":"box","text":"and redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":96,"box":{"x":89,"y":860,"width":851,"height":13}},{"id":"f9e02c65-eab3-4d50-b614-cd9e7b70e1d7","block_type":"box","text":"89","page_number":96,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d4af97ff-d618-4bfc-b0b8-24f8fd773ac8","block_type":"box","text":"clearing agency registered with the SEC which has a written agreement with the Funds or one of their service providers that","page_number":97,"box":{"x":89,"y":44,"width":866,"height":12}},{"id":"b82ee6c4-9052-49b5-b69f-c66a51a5af2b","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units is referred to as an","page_number":97,"box":{"x":89,"y":59,"width":843,"height":12}},{"id":"adbe68b7-e78c-4e9a-bd17-2086429af1e7","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":97,"box":{"x":89,"y":74,"width":873,"height":12}},{"id":"760c3307-da44-4825-ad14-90f30a47cfde","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":97,"box":{"x":89,"y":89,"width":295,"height":13}},{"id":"e1b612ff-1841-4a47-bc18-d71b7c2da200","block_type":"box","text":"Role of the Authorized Participant.","page_number":97,"box":{"x":89,"y":116,"width":247,"height":12}},{"id":"48e8cbd7-a6ec-481a-baa8-2172ca53bfca","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":97,"box":{"x":346,"y":116,"width":570,"height":12}},{"id":"0706384c-7243-4318-a615-f76411c048fe","block_type":"box","text":"clearing agency registered with the SEC, which has a written agreement with the Funds or one of their service providers that","page_number":97,"box":{"x":89,"y":131,"width":870,"height":12}},{"id":"281b9a6a-f5ce-409d-a6a6-7dd9c76b4772","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":97,"box":{"x":89,"y":146,"width":823,"height":12}},{"id":"2bfae4e7-1fd2-424a-be0a-9208ee6243b8","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":97,"box":{"x":89,"y":161,"width":875,"height":12}},{"id":"a8fc04aa-3c12-446c-add9-97f78f8f57a1","block_type":"box","text":"behalf of itself or any investor on whose behalf it will act, to certain conditions, including that such Authorized Participant will","page_number":97,"box":{"x":89,"y":176,"width":877,"height":13}},{"id":"2853cf50-d1bc-45ac-859e-752403ef98d8","block_type":"box","text":"make available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the","page_number":97,"box":{"x":89,"y":191,"width":848,"height":13}},{"id":"74a8059b-0706-4e16-b8e3-bac530bc8b68","block_type":"box","text":"NAV of a Creation Unit is next determined after receipt of the purchase order in proper form, together with the transaction","page_number":97,"box":{"x":89,"y":206,"width":854,"height":13}},{"id":"78b9f45d-f5c4-48da-9549-67da76678383","block_type":"box","text":"fees described below. An Authorized Participant, acting on behalf of an investor, may require the investor to enter into an","page_number":97,"box":{"x":88,"y":222,"width":844,"height":12}},{"id":"fb64128d-6848-483f-ac3a-77d9b248ba88","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":97,"box":{"x":89,"y":237,"width":842,"height":12}},{"id":"a87162ce-ea25-4e38-a7aa-d23c4cde64a1","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":97,"box":{"x":89,"y":252,"width":878,"height":12}},{"id":"0ba2223b-eb26-4a15-accb-85c18373be6b","block_type":"box","text":"should be aware that their particular broker may not be a DTC Participant or may not have executed an Authorized","page_number":97,"box":{"x":89,"y":267,"width":800,"height":12}},{"id":"eaa0f284-3809-4092-a654-7a161fed1932","block_type":"box","text":"Participant Agreement and that orders to purchase Creation Units may have to be placed by the investor’s broker through an","page_number":97,"box":{"x":89,"y":282,"width":870,"height":12}},{"id":"565f3916-42c4-4588-a5c9-214704cc72d0","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":97,"box":{"x":88,"y":297,"width":820,"height":12}},{"id":"d9290e5c-fdc2-42a4-951e-b43e27339945","block_type":"box","text":"charges to such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a","page_number":97,"box":{"x":89,"y":312,"width":840,"height":13}},{"id":"8f522ece-a9e9-4381-b0cc-f58d850451ed","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":97,"box":{"x":89,"y":327,"width":818,"height":13}},{"id":"26e0cfc3-23f8-41a2-84c4-9f80f297b7ad","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":97,"box":{"x":89,"y":342,"width":863,"height":13}},{"id":"5bd0b4dc-24ce-426f-9390-77a85ade3cc0","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":97,"box":{"x":88,"y":358,"width":867,"height":12}},{"id":"37c92d13-1276-45a8-8ac7-65411dd4c549","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":97,"box":{"x":88,"y":373,"width":872,"height":12}},{"id":"94050eae-94af-4d21-a377-768eadd36f88","block_type":"box","text":"be appointed as the proxy of the Authorized Participant and may be granted a power of attorney under its Authorized","page_number":97,"box":{"x":89,"y":388,"width":820,"height":12}},{"id":"b8f5c041-b76a-46bd-987c-979d3d818cf5","block_type":"box","text":"Participant Agreement.","page_number":97,"box":{"x":89,"y":403,"width":160,"height":12}},{"id":"e9145ed2-84ad-42c7-a723-9e6822e92adb","block_type":"box","text":"Purchase Orders.","page_number":97,"box":{"x":89,"y":429,"width":122,"height":10}},{"id":"cfa8ca0e-2637-408a-8bd5-0cef1428afa1","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":97,"box":{"x":224,"y":429,"width":708,"height":13}},{"id":"ec65a4ab-c58e-4680-a497-8f1b4a4c4255","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":97,"box":{"x":89,"y":445,"width":837,"height":12}},{"id":"dd697ac9-c79f-41ee-a233-eb1003a74265","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":97,"box":{"x":89,"y":460,"width":832,"height":12}},{"id":"0b92e600-a50b-4efb-8acc-838a8043faaa","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":97,"box":{"x":89,"y":475,"width":868,"height":12}},{"id":"9a1d5802-88b9-42a7-aaf1-b8075c3e284f","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":97,"box":{"x":89,"y":490,"width":873,"height":12}},{"id":"20ac60ae-58f5-4fc6-86e1-ae900016795b","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":97,"box":{"x":88,"y":505,"width":862,"height":12}},{"id":"8ba0e537-3e55-454a-9523-a52756719b44","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":97,"box":{"x":89,"y":520,"width":842,"height":12}},{"id":"35742f12-69bc-4537-83b6-e781130827ab","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":97,"box":{"x":89,"y":535,"width":878,"height":13}},{"id":"5631abe6-971b-40e0-bcc1-c04857cd23ac","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":97,"box":{"x":88,"y":550,"width":854,"height":13}},{"id":"fcb86d5c-014e-458e-a7ff-f4002dad171c","block_type":"box","text":"such Business Day.","page_number":97,"box":{"x":89,"y":565,"width":131,"height":13}},{"id":"fb0d8979-4c27-4c69-9cf0-351fc786608b","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":97,"box":{"x":88,"y":592,"width":861,"height":12}},{"id":"33d35854-659b-45d1-af72-491a7f377db5","block_type":"box","text":"the Funds, immediately available or same day funds estimated by the Funds to be sufficient to pay the Cash Component next","page_number":97,"box":{"x":88,"y":607,"width":875,"height":12}},{"id":"93b1bff6-3368-49ae-9434-69a4e97eed13","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":97,"box":{"x":89,"y":622,"width":851,"height":12}},{"id":"a8180eb8-73a0-45a3-ade9-cecd6ee3bd35","block_type":"box","text":"orders should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or","page_number":97,"box":{"x":89,"y":637,"width":861,"height":13}},{"id":"34478f26-774d-4fd7-bfed-f3cd50b249b0","block_type":"box","text":"depositary institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than","page_number":97,"box":{"x":89,"y":652,"width":860,"height":13}},{"id":"32c749c2-221f-49f6-adbe-d3f086ddd445","block_type":"box","text":"the Cutoff Time of the Funds. Investors should be aware that an Authorized Participant may require orders for purchases of","page_number":97,"box":{"x":88,"y":668,"width":862,"height":12}},{"id":"fe0cbb13-a789-4695-92db-b77b2e7310dd","block_type":"box","text":"shares placed with it to be in the particular form required by the individual Authorized Participant.","page_number":97,"box":{"x":89,"y":683,"width":681,"height":12}},{"id":"3aadaf31-ab2f-4a00-aaa5-b7737afb677b","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":97,"box":{"x":88,"y":709,"width":879,"height":12}},{"id":"034a8ebf-877d-456e-8797-53caaf45eeaf","block_type":"box","text":"amounts, in connection with any purchase order.","page_number":97,"box":{"x":89,"y":724,"width":342,"height":13}},{"id":"72ae91bf-4cab-4883-85a2-ca2ce7daf54a","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":97,"box":{"x":88,"y":751,"width":304,"height":12}},{"id":"3b2a277d-b81d-4ff4-a600-0f48f0c60555","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":97,"box":{"x":401,"y":751,"width":554,"height":12}},{"id":"42abf2a1-4313-46d9-8c9c-8da527c4b254","block_type":"box","text":"of a Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders","page_number":97,"box":{"x":89,"y":766,"width":850,"height":12}},{"id":"0bab47b3-ac18-4e5a-9a16-24612d57ccd0","block_type":"box","text":"must be transmitted by an Authorized Participant in the form required by the Funds to the Distributor or its agent pursuant to","page_number":97,"box":{"x":89,"y":781,"width":878,"height":12}},{"id":"67cd04b1-084b-4433-b65b-c900b9946804","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":97,"box":{"x":89,"y":796,"width":859,"height":12}},{"id":"2fc7c46f-95ff-485c-8fc8-03177e7b03e0","block_type":"box","text":"other communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. Orders","page_number":97,"box":{"x":89,"y":811,"width":875,"height":12}},{"id":"47ee56ef-f2a2-419c-a651-1ca2515b6b57","block_type":"box","text":"to create shares of a Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a","page_number":97,"box":{"x":88,"y":826,"width":850,"height":13}},{"id":"bf392c9d-acee-4379-b525-8691bd4e248e","block_type":"box","text":"weekend) when the equity markets in the relevant non-U.S. market are closed may not be accepted. Each Fund’s deadline","page_number":97,"box":{"x":88,"y":841,"width":852,"height":13}},{"id":"e04c573b-5078-431e-b0ce-9489ff6b8929","block_type":"box","text":"specified above for the submission of purchase orders is referred to as that Fund’s “Cutoff Time.” The Distributor or its agent,","page_number":97,"box":{"x":89,"y":856,"width":875,"height":13}},{"id":"de2fdf18-52c8-43b8-8ca1-d3db55918532","block_type":"box","text":"90","page_number":97,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"3084fad3-6172-489f-a430-4cf5b2591f20","block_type":"box","text":"in their discretion, may permit the submission of such orders and requests by or through an Authorized Participant at any","page_number":98,"box":{"x":89,"y":44,"width":849,"height":12}},{"id":"c74c0d06-608e-4334-bab6-062e723228c8","block_type":"box","text":"time (including on days on which the Listing Exchange is not open for business) via communication through the facilities of","page_number":98,"box":{"x":88,"y":59,"width":869,"height":12}},{"id":"ec42362a-6622-4907-a8bc-65d990f3af05","block_type":"box","text":"the Distributor’s or its agent’s proprietary website maintained for this purpose. Purchase orders and redemption requests, if","page_number":98,"box":{"x":88,"y":74,"width":867,"height":12}},{"id":"310363e0-cd4a-403d-9405-8fcfcf946f9e","block_type":"box","text":"accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance with a","page_number":98,"box":{"x":89,"y":89,"width":837,"height":13}},{"id":"51bd7666-4728-4ac5-837d-cef2f4f3a2b1","block_type":"box","text":"Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.","page_number":98,"box":{"x":89,"y":104,"width":690,"height":13}},{"id":"09427372-be36-4536-b7ff-478dacd84dab","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":98,"box":{"x":88,"y":131,"width":293,"height":12}},{"id":"2dbb57a9-1466-430e-9cb0-d756121da24b","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":98,"box":{"x":394,"y":131,"width":507,"height":12}},{"id":"236d6394-a933-45f3-b576-5fbb7d096064","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":98,"box":{"x":89,"y":146,"width":871,"height":12}},{"id":"763597b0-750a-484b-8265-75ec4e18ba7e","block_type":"box","text":"the Funds are in place for payment of the Cash Component and any other cash amounts which may be due, the Funds will","page_number":98,"box":{"x":88,"y":161,"width":858,"height":12}},{"id":"06c29d9c-2c9b-4ac6-9cf6-394b3eb96200","block_type":"box","text":"accept the order, subject to each Fund’s right (and the right of the Distributor and BFA) to reject any order until acceptance,","page_number":98,"box":{"x":89,"y":176,"width":865,"height":13}},{"id":"01ca9e32-61bf-4fa7-8ce3-6c67c94251a5","block_type":"box","text":"as set forth below.","page_number":98,"box":{"x":89,"y":191,"width":126,"height":10}},{"id":"3acd131b-c3de-490a-8cb2-adb501a99e15","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":98,"box":{"x":89,"y":218,"width":815,"height":12}},{"id":"ff2e61f1-8b84-4af4-a497-6c3f7231ccdd","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":98,"box":{"x":89,"y":233,"width":812,"height":12}},{"id":"675428c4-0825-4667-8d11-8e6ff0d1abbe","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":98,"box":{"x":89,"y":248,"width":552,"height":12}},{"id":"b93491d0-6e4a-4345-bfb5-82b6bef3b1ec","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":98,"box":{"x":89,"y":274,"width":870,"height":13}},{"id":"253406f3-d4da-458e-9672-3df93c155bc7","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":98,"box":{"x":89,"y":290,"width":860,"height":12}},{"id":"6871c3c1-d52f-42eb-a1ea-970e4974989c","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":98,"box":{"x":89,"y":305,"width":877,"height":12}},{"id":"87acff5f-c113-485d-8b3c-6d840f9d57a9","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":98,"box":{"x":89,"y":320,"width":853,"height":12}},{"id":"82fc1293-ca0f-4f8e-bd8b-5ba84bd15755","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":98,"box":{"x":89,"y":335,"width":876,"height":12}},{"id":"f7755ec1-0e54-4e67-9021-0ab7e9d7b9a6","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":98,"box":{"x":89,"y":350,"width":820,"height":12}},{"id":"519ea60b-a369-4c18-8388-edc9efd9a984","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":98,"box":{"x":89,"y":365,"width":810,"height":12}},{"id":"6f0cf386-84ad-4b35-95e1-3f9999e65d70","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":98,"box":{"x":89,"y":380,"width":852,"height":13}},{"id":"1f3a28d0-c867-4b10-9511-59b01320ffb0","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Funds, the custodian, the sub-custodian and","page_number":98,"box":{"x":89,"y":395,"width":874,"height":13}},{"id":"aa3cd409-e0cd-4468-843a-37dce45f7f8e","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":98,"box":{"x":88,"y":410,"width":854,"height":13}},{"id":"60be8dad-706f-4129-b130-992f5c068169","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":98,"box":{"x":89,"y":426,"width":623,"height":12}},{"id":"975bc88b-3528-433f-926c-68f7f5f2c89e","block_type":"box","text":"Issuance of a Creation Unit.","page_number":98,"box":{"x":89,"y":452,"width":197,"height":10}},{"id":"963554e5-0248-4dba-b561-ede464d4376b","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the applicable Fund of the","page_number":98,"box":{"x":89,"y":479,"width":832,"height":12}},{"id":"5a49c353-b8f5-47fb-82cd-7adafd9a6800","block_type":"box","text":"Deposit Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed","page_number":98,"box":{"x":89,"y":494,"width":861,"height":12}},{"id":"2d09dfa4-257c-4023-b973-7d7f13b4c362","block_type":"box","text":"to the custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered to the","page_number":98,"box":{"x":88,"y":509,"width":830,"height":12}},{"id":"1fcbbc30-133b-4f03-8a2a-95c0fb861b48","block_type":"box","text":"account of the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such","page_number":98,"box":{"x":89,"y":524,"width":824,"height":12}},{"id":"aff4335a-1498-4dfb-8eaf-8e9af47a6cd8","block_type":"box","text":"delivery and the applicable Fund will issue and cause the delivery of the Creation Unit. Creation Units are generally issued on","page_number":98,"box":{"x":89,"y":539,"width":867,"height":12}},{"id":"42e0616d-801c-4ab3-850d-f784b2d09961","block_type":"box","text":"a “T+2 basis” (","page_number":98,"box":{"x":89,"y":554,"width":100,"height":12}},{"id":"295cb3c2-ff49-47a3-94a1-bd4fd538b8b2","block_type":"box","text":"i.e.","page_number":98,"box":{"x":190,"y":555,"width":18,"height":9}},{"id":"406ebefa-8c70-435e-be79-c598bbb4fd59","block_type":"box","text":", two Business Days after trade date). However, each Fund reserves the right to settle Creation Unit","page_number":98,"box":{"x":210,"y":554,"width":689,"height":12}},{"id":"7f7a8aaf-0728-4d3a-b51d-97c29fe5a27d","block_type":"box","text":"transactions on a different basis, if necessary or appropriate under the circumstances and compliant with applicable law.","page_number":98,"box":{"x":88,"y":569,"width":843,"height":13}},{"id":"808f0cb5-49ac-4a11-b761-2bfc0e32b22f","block_type":"box","text":"These circumstances may include, among others, accommodating non-U.S. market holiday schedules and accounting for","page_number":98,"box":{"x":88,"y":584,"width":854,"height":13}},{"id":"15fe6569-92a2-4264-bf6d-ac62ac39a4f2","block_type":"box","text":"different treatment among non-U.S. and U.S. markets of dividend record dates and ex-dividend dates (","page_number":98,"box":{"x":89,"y":599,"width":716,"height":13}},{"id":"5a3f8480-5053-4baf-b506-e332b5a8555b","block_type":"box","text":"i.e.","page_number":98,"box":{"x":806,"y":600,"width":18,"height":9}},{"id":"ab8c2675-9199-4d13-804a-fe310df3d362","block_type":"box","text":", the last day the","page_number":98,"box":{"x":826,"y":599,"width":114,"height":13}},{"id":"7c88bfd6-8b5f-4257-a24e-66e92998d0a4","block_type":"box","text":"holder of a security can sell the security and still receive dividends payable on the security).","page_number":98,"box":{"x":89,"y":615,"width":635,"height":12}},{"id":"7aa162ab-1c2d-44b5-a1bf-349b8063ed15","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, each Fund will issue Creation Units","page_number":98,"box":{"x":88,"y":641,"width":873,"height":12}},{"id":"d055fff7-0d88-42e6-ba85-6bf564207c86","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":98,"box":{"x":88,"y":656,"width":847,"height":13}},{"id":"540bcf7a-c41c-4c6f-b2df-0dbc9aad15f9","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":98,"box":{"x":89,"y":671,"width":876,"height":13}},{"id":"3c65e725-e6e9-49b4-9a77-5c91ca9bce8d","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":98,"box":{"x":89,"y":686,"width":878,"height":13}},{"id":"799249ba-25e4-4c64-9f08-2dbe934831a3","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":98,"box":{"x":88,"y":702,"width":874,"height":12}},{"id":"86661d6e-043b-493a-aa00-f4967eac942d","block_type":"box","text":"the Funds. Such collateral must be delivered no later than the time specified by a Fund or its custodian on the contractual","page_number":98,"box":{"x":88,"y":717,"width":850,"height":12}},{"id":"42390fb9-f58c-4155-91e7-af334ec81be1","block_type":"box","text":"settlement date. Information concerning the Funds’ current procedures for collateralization of missing Deposit Securities is","page_number":98,"box":{"x":89,"y":732,"width":859,"height":12}},{"id":"ee46cfe3-388b-4bc5-816c-d22374224566","block_type":"box","text":"available from the Distributor or its agent. The Authorized Participant Agreement will permit the Funds to buy the missing","page_number":98,"box":{"x":89,"y":747,"width":851,"height":12}},{"id":"62f097b3-e3a7-4b91-8708-b27ef3cf929f","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":98,"box":{"x":89,"y":762,"width":865,"height":12}},{"id":"baec3006-0f37-4356-a918-6288256c41c8","block_type":"box","text":"Funds of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":98,"box":{"x":89,"y":777,"width":875,"height":12}},{"id":"ea763b7f-0ccc-4b78-9f56-89c78c364a2e","block_type":"box","text":"and other charges.","page_number":98,"box":{"x":89,"y":792,"width":130,"height":13}},{"id":"f37d8aad-8270-436e-b349-f0fa52c5e00a","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":98,"box":{"x":89,"y":819,"width":809,"height":12}},{"id":"b5424c8e-b2ad-40e8-bba0-e1a8421ba2ed","block_type":"box","text":"instances, the Funds reserve the right to settle these transactions on a net basis or require a representation from the","page_number":98,"box":{"x":89,"y":834,"width":811,"height":12}},{"id":"dd1589f1-9244-4715-b6b8-97c6f07b34a7","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":98,"box":{"x":88,"y":849,"width":869,"height":12}},{"id":"1934c52e-fff9-4637-a195-c5fe03bc6448","block_type":"box","text":"91","page_number":98,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"f6907982-b93b-44db-b2c9-543853177ce0","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":99,"box":{"x":88,"y":44,"width":876,"height":12}},{"id":"8174ce91-7335-4e5c-a554-a3bccb347d18","block_type":"box","text":"any securities to be delivered shall be determined by each Fund and the Fund’s determination shall be final and binding.","page_number":99,"box":{"x":89,"y":59,"width":837,"height":12}},{"id":"87ee56c3-c8f5-475f-a202-790fccc0f703","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":99,"box":{"x":89,"y":85,"width":325,"height":10}},{"id":"c751775a-1d98-47e5-a3b3-e45c36378656","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer,","page_number":99,"box":{"x":426,"y":85,"width":476,"height":13}},{"id":"a0a87119-e8db-458a-82bb-fbb33d6bd628","block_type":"box","text":"processing and other transaction costs associated with the issuance of Creation Units. Under an ETF Services Agreement, the","page_number":99,"box":{"x":89,"y":101,"width":877,"height":12}},{"id":"85d6cb70-41f4-4561-8f0d-b76813638bc4","block_type":"box","text":"Funds have retained BRIL, an affiliate of BFA, to perform the ETF Services. BRIL will receive from an Authorized Participant a","page_number":99,"box":{"x":89,"y":116,"width":860,"height":12}},{"id":"cd9b7170-b6dd-473d-9a4f-235e6dc13dd1","block_type":"box","text":"standard transaction fee on each creation order, which consists of (1) a fee for providing the ETF Services (the “ETF Servicing","page_number":99,"box":{"x":89,"y":131,"width":874,"height":12}},{"id":"ca9b81f9-2b3c-4cbf-8628-34f8fbd82e0f","block_type":"box","text":"Fee”) and (2) transfer, processing and other transaction costs charged by a Fund custodian in connection with the issuance","page_number":99,"box":{"x":89,"y":146,"width":864,"height":12}},{"id":"f05a9704-1850-4e74-8632-8ffc7e7be74e","block_type":"box","text":"of Creation Units for such creation order (“Custody Transaction Costs”). BRIL is entitled to retain the ETF Servicing Fee","page_number":99,"box":{"x":89,"y":161,"width":826,"height":12}},{"id":"e02ec955-2e35-4d09-9553-d8863e89a201","block_type":"box","text":"pursuant to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs to the applicable Fund","page_number":99,"box":{"x":89,"y":176,"width":833,"height":13}},{"id":"f183817a-a9e3-475e-b343-c65c5c955fb5","block_type":"box","text":"custodian according to the amounts invoiced by such custodian.","page_number":99,"box":{"x":89,"y":191,"width":451,"height":13}},{"id":"a1e2e31e-1834-48ee-81e6-a38c5637e460","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":99,"box":{"x":88,"y":218,"width":862,"height":12}},{"id":"548090f2-5860-4065-9b8a-aef854e361e7","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":99,"box":{"x":88,"y":233,"width":879,"height":12}},{"id":"48e579be-0a3f-4101-91d1-484e90eb6511","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":99,"box":{"x":89,"y":248,"width":834,"height":12}},{"id":"13b11a05-af93-46ec-bd80-0b407c667f09","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":99,"box":{"x":89,"y":263,"width":874,"height":12}},{"id":"6d78cfbe-ca37-4f4e-a722-715c82f61803","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":99,"box":{"x":89,"y":278,"width":877,"height":13}},{"id":"66f788e7-e489-4e28-94a3-28b14a0640dc","block_type":"box","text":"Unit.","page_number":99,"box":{"x":89,"y":294,"width":31,"height":9}},{"id":"2079a7c0-ed19-4497-8c84-fe407339d138","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":99,"box":{"x":89,"y":320,"width":869,"height":12}},{"id":"fe7b38e4-54a4-450d-aaf3-190e318dddab","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":99,"box":{"x":89,"y":335,"width":845,"height":12}},{"id":"87faa159-8693-4deb-a08d-facfed301efc","block_type":"box","text":"shown above) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the execution of","page_number":99,"box":{"x":89,"y":350,"width":864,"height":12}},{"id":"816d7002-8281-4fdd-ad3d-837dd09e0eb3","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":99,"box":{"x":88,"y":365,"width":845,"height":12}},{"id":"633d1586-c732-4aa6-a2ff-6a00f9acc420","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":99,"box":{"x":89,"y":380,"width":853,"height":13}},{"id":"f4e3a154-7359-43b8-b29e-df23590f94ae","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":99,"box":{"x":88,"y":395,"width":836,"height":13}},{"id":"eaddc7ab-cab9-46af-b586-687676cc2eae","block_type":"box","text":"identical securities to the securities identified by BlackRock in estimating these transaction and other costs and expenses. In","page_number":99,"box":{"x":89,"y":410,"width":866,"height":13}},{"id":"84b9b9a0-d70b-4284-96c3-515100cdedfb","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":99,"box":{"x":89,"y":426,"width":834,"height":12}},{"id":"d5424883-62e9-4968-ac63-c7d330275fc0","block_type":"box","text":"maximum amounts shown above.","page_number":99,"box":{"x":89,"y":441,"width":238,"height":9}},{"id":"544a3abc-7236-4a3e-b934-3d4a13a94542","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Funds. Certain fees/costs","page_number":99,"box":{"x":88,"y":467,"width":817,"height":13}},{"id":"a15121c9-203c-4dea-aaa9-8ed702eab690","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":99,"box":{"x":89,"y":482,"width":866,"height":13}},{"id":"5e1cb273-cc53-49fc-94fd-e27ee33a7213","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":99,"box":{"x":89,"y":497,"width":636,"height":13}},{"id":"09481721-7e88-467c-a38a-d0826d3589d1","block_type":"box","text":"If a purchase consists of a cash portion and each Fund places a brokerage transaction to purchase portfolio securities with","page_number":99,"box":{"x":89,"y":524,"width":856,"height":12}},{"id":"5449a765-1356-4637-ae5a-0fdb1e39f310","block_type":"box","text":"the Authorized Participant (or an affiliated or unaffiliated broker-dealer), the Authorized Participant may be required, in its","page_number":99,"box":{"x":88,"y":539,"width":850,"height":12}},{"id":"7a98c91d-92a3-4c54-91db-f17b0384ac60","block_type":"box","text":"capacity as broker-dealer with respect to that transaction, to cover certain brokerage, tax, foreign exchange, execution, and","page_number":99,"box":{"x":89,"y":554,"width":862,"height":12}},{"id":"2d3ec4cf-ec39-4be7-9d0e-530dd97f9040","block_type":"box","text":"price movement costs through an Execution Performance Guarantee, as described in the Brokerage Transactions section of","page_number":99,"box":{"x":89,"y":569,"width":863,"height":13}},{"id":"fec6fd90-c13d-4d51-9fc8-4f88335c7e9e","block_type":"box","text":"this SAI.","page_number":99,"box":{"x":88,"y":584,"width":56,"height":10}},{"id":"55e888e4-b3f0-483c-93b6-56e26f28ad4d","block_type":"box","text":"Redemption of Creation Units.","page_number":99,"box":{"x":89,"y":611,"width":216,"height":12}},{"id":"5d8901bd-8b41-4280-b779-1f4dcfd050e8","block_type":"box","text":"Shares of a Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after","page_number":99,"box":{"x":88,"y":637,"width":836,"height":13}},{"id":"700ac917-b06b-45c0-a711-bd7b29c10870","block_type":"box","text":"receipt of a redemption request in proper form by the Distributor or its agent and only on a Business Day. The Funds will not","page_number":99,"box":{"x":89,"y":652,"width":869,"height":13}},{"id":"13f9650b-bb4d-40ca-bdfa-58b35251a388","block_type":"box","text":"redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity","page_number":99,"box":{"x":89,"y":668,"width":873,"height":12}},{"id":"4b9a8d7d-f118-48fc-9c3d-326d6a65d4df","block_type":"box","text":"in the secondary market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and","page_number":99,"box":{"x":89,"y":683,"width":855,"height":12}},{"id":"4cb1759e-affa-497c-8ef0-549ed744e546","block_type":"box","text":"other costs in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed","page_number":99,"box":{"x":89,"y":698,"width":878,"height":12}},{"id":"06f11317-f981-43f1-b0da-ae11ca51293c","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":99,"box":{"x":89,"y":713,"width":649,"height":12}},{"id":"aeaaeda4-8f4a-45eb-a17c-046462b4d98b","block_type":"box","text":"Each Fund generally redeems Creation Units partially for cash. However, the Fund reserves the right to distribute securities","page_number":99,"box":{"x":89,"y":739,"width":854,"height":13}},{"id":"acf14e7e-9c64-491a-b130-1a998e68e707","block_type":"box","text":"and other portfolio instruments in-kind as payment for Creation Units being redeemed. Please see the","page_number":99,"box":{"x":89,"y":754,"width":711,"height":13}},{"id":"0c51d1fd-9927-433f-88a5-dd995dc145ac","block_type":"box","text":"Cash Redemption","page_number":99,"box":{"x":806,"y":754,"width":122,"height":13}},{"id":"3d9b0a9a-eb61-4f41-be31-4fc5e5fb946b","block_type":"box","text":"Method","page_number":99,"box":{"x":88,"y":770,"width":56,"height":9}},{"id":"c1163d7c-46ac-4252-b99c-b345eca539c0","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming","page_number":99,"box":{"x":148,"y":770,"width":800,"height":12}},{"id":"0ac5b65f-06aa-4b53-a7c0-bdfeb642985e","block_type":"box","text":"Creation Units of the Funds.","page_number":99,"box":{"x":89,"y":785,"width":194,"height":9}},{"id":"4c27c48a-32fb-45d8-8ad3-ba203194deee","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":99,"box":{"x":89,"y":811,"width":853,"height":12}},{"id":"f8528b1b-42df-4616-ad8a-80ebb88f7361","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":99,"box":{"x":89,"y":826,"width":849,"height":13}},{"id":"ea19e149-fd94-4912-9bc3-c2d483467546","block_type":"box","text":"Securities” or “Redemption Basket”), and an amount of cash (the “Cash Amount,” as described below) in order to effect","page_number":99,"box":{"x":88,"y":841,"width":841,"height":13}},{"id":"642f447b-d8dc-466d-859e-565c26f77396","block_type":"box","text":"redemptions of Creation Units of a Fund. Such Fund Securities and Cash Amount will remain in effect until such time as the","page_number":99,"box":{"x":89,"y":856,"width":863,"height":13}},{"id":"3b677529-2f3a-4448-a7c7-8c92a8e54569","block_type":"box","text":"92","page_number":99,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a616a27e-c24b-4e12-97cf-3357ec94374b","block_type":"box","text":"next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash","page_number":100,"box":{"x":89,"y":44,"width":833,"height":12}},{"id":"5a245295-b787-4370-b46d-62b08ee4b664","block_type":"box","text":"Amount are subject to possible amendment or correction. Fund Securities received on redemption may not be identical to","page_number":100,"box":{"x":88,"y":59,"width":855,"height":12}},{"id":"53b394e0-0d1f-4c24-9454-c234aaaae462","block_type":"box","text":"Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption","page_number":100,"box":{"x":89,"y":74,"width":843,"height":12}},{"id":"187313e2-184d-4f4f-9cdc-08903d6452de","block_type":"box","text":"transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":100,"box":{"x":88,"y":89,"width":738,"height":13}},{"id":"e59e87cc-5240-441a-9ce0-69857b6cf520","block_type":"box","text":"If redemptions are not paid in cash, the redemption proceeds for a Creation Unit generally consist of Fund Securities, plus the","page_number":100,"box":{"x":89,"y":116,"width":876,"height":12}},{"id":"79422abe-a4da-4d46-8856-6b061df42249","block_type":"box","text":"Cash Amount, which is an amount equal to the difference between the NAV of the shares being redeemed, as next","page_number":100,"box":{"x":89,"y":131,"width":801,"height":12}},{"id":"a5be1307-f578-4879-bf5b-d24dc4022447","block_type":"box","text":"determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less a redemption","page_number":100,"box":{"x":89,"y":146,"width":838,"height":12}},{"id":"d89b77de-33dc-44e6-903a-47ad5e53bf39","block_type":"box","text":"transaction fee (as described below).","page_number":100,"box":{"x":88,"y":161,"width":258,"height":12}},{"id":"e40cda70-c514-4036-b1df-319a620d5dfb","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":100,"box":{"x":88,"y":188,"width":874,"height":12}},{"id":"ced74cba-ed54-49c7-952f-1360ce8df3c0","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":100,"box":{"x":89,"y":203,"width":825,"height":12}},{"id":"7e066e4d-3ce5-4b5a-88bf-00abb0e9e564","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":100,"box":{"x":88,"y":218,"width":823,"height":12}},{"id":"fa22f8c1-e3c3-4f8e-8aa4-ddfed4262ec1","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":100,"box":{"x":89,"y":233,"width":863,"height":12}},{"id":"7ecacb8b-d935-41c2-ae64-e53e1c24c52f","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":100,"box":{"x":88,"y":248,"width":880,"height":12}},{"id":"2e33ded7-38a6-4f63-8734-8730079d3dc4","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":100,"box":{"x":89,"y":263,"width":868,"height":12}},{"id":"2690e93c-20cf-4641-88e3-8786a435de11","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":100,"box":{"x":89,"y":278,"width":867,"height":13}},{"id":"f3e07794-f568-41c2-a37c-3d15dcb0694a","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":100,"box":{"x":89,"y":293,"width":855,"height":13}},{"id":"124009bd-7cf6-4021-936c-6cb147c8696d","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":100,"box":{"x":88,"y":308,"width":815,"height":13}},{"id":"9a05e7dd-d95e-4235-b3b0-a6f6b3efacd1","block_type":"box","text":"difference is required to be made by or through an Authorized Participant by the redeeming shareholder. Each Fund generally","page_number":100,"box":{"x":89,"y":324,"width":874,"height":12}},{"id":"3351f540-ba74-46a6-aa86-e6f70e41af79","block_type":"box","text":"redeems Creation Units partially for cash. Each Fund may, in its sole discretion, provide such redeeming Authorized","page_number":100,"box":{"x":89,"y":339,"width":802,"height":12}},{"id":"abed4ef4-7d90-4d2e-90da-3710b83829a8","block_type":"box","text":"Participant a portfolio of securities that differs from the exact composition of the Fund Securities, but does not differ in NAV.","page_number":100,"box":{"x":89,"y":354,"width":866,"height":12}},{"id":"641ffcf4-82fb-4ecd-b3b8-b4e7781256ef","block_type":"box","text":"The Redemption Basket may also be modified to minimize the Cash Component by redistributing the cash to the Fund","page_number":100,"box":{"x":88,"y":369,"width":828,"height":12}},{"id":"4dc732a7-2d90-4936-a1e2-bd2a47f671d4","block_type":"box","text":"Securities portion of the Redemption Basket through systematically rounding. The rounding methodology allows position","page_number":100,"box":{"x":88,"y":384,"width":850,"height":12}},{"id":"e18df2d4-e9d4-450b-a035-3a109bc5c860","block_type":"box","text":"sizes of securities in the Fund Securities to be “rounded up,” while limiting the maximum allowed percentage change in","page_number":100,"box":{"x":89,"y":399,"width":834,"height":13}},{"id":"0dff661e-898b-4317-8875-9426713414d0","block_type":"box","text":"weight and share quantity of any given security in the Redemption Basket. Redemption Baskets may also be modified to","page_number":100,"box":{"x":88,"y":414,"width":839,"height":13}},{"id":"2476d7c4-c9a0-4ad6-a67f-e3357c513e08","block_type":"box","text":"position a fund towards a forward index rebalance to reflect revisions that account for index additions, deletions, and re","page_number":100,"box":{"x":89,"y":429,"width":842,"height":13}},{"id":"257896a5-4733-4f40-872f-c11f9674f08a","block_type":"box","text":"weights.","page_number":100,"box":{"x":88,"y":445,"width":58,"height":12}},{"id":"b01892e6-da6d-47b5-9cb9-67ee3a52ba2a","block_type":"box","text":"Cash Redemption Method.","page_number":100,"box":{"x":89,"y":471,"width":191,"height":12}},{"id":"6bb557c2-0f98-4926-9423-0d83be920748","block_type":"box","text":"If a purchase consists of a cash portion and each Fund places a brokerage transaction to","page_number":100,"box":{"x":294,"y":471,"width":618,"height":12}},{"id":"efbc9202-0830-432c-84a9-7c457d7f0fc5","block_type":"box","text":"purchase portfolio securities with the Authorized Participant (or an affiliated or unaffiliated broker-dealer), the Authorized","page_number":100,"box":{"x":89,"y":486,"width":849,"height":12}},{"id":"3748f888-0cd8-4f73-8d2f-e99888ca260e","block_type":"box","text":"Participant may be required, in its capacity as broker-dealer with respect to that transaction, to cover certain brokerage, tax,","page_number":100,"box":{"x":89,"y":501,"width":864,"height":13}},{"id":"3477ded1-106b-48fa-96ad-ac8b6546ab99","block_type":"box","text":"foreign exchange, execution, and price movement costs through an Execution Performance Guarantee, as described in the","page_number":100,"box":{"x":88,"y":516,"width":857,"height":13}},{"id":"395bc48a-d6d2-427a-b83b-f77ed1f3e52c","block_type":"box","text":"Brokerage Transactions section of this SAI.","page_number":100,"box":{"x":89,"y":531,"width":297,"height":13}},{"id":"dd8b63d2-0cf3-4f56-819f-069fc041677d","block_type":"box","text":"Cash redemption proceeds will be paid to the Authorized Participant redeeming shares as soon as practicable after the date","page_number":100,"box":{"x":89,"y":558,"width":863,"height":12}},{"id":"f04c0fdd-2b4c-479d-bcb3-dc9871f196d9","block_type":"box","text":"of redemption or within seven calendar days thereafter. If a Fund settles redemptions on a cash basis and an Authorized","page_number":100,"box":{"x":89,"y":573,"width":838,"height":12}},{"id":"408c740e-a96d-4c74-97f3-7af08c63d274","block_type":"box","text":"Participant has entered into an Execution Performance Guarantee, but the Authorized Participant is unable, as determined by","page_number":100,"box":{"x":89,"y":588,"width":873,"height":12}},{"id":"0a6603c5-ecbf-49cc-9ff5-d4d5e1236173","block_type":"box","text":"BFA in its sole discretion, to execute the market transactions that are the subject of the Execution Performance Guarantee","page_number":100,"box":{"x":89,"y":603,"width":850,"height":13}},{"id":"59f20aa5-4b55-465f-85ef-fc326f44883c","block_type":"box","text":"due to an extended market holiday that goes over seven calendar days or in certain other situations where all or a portion of","page_number":100,"box":{"x":89,"y":618,"width":869,"height":13}},{"id":"7120579f-39f1-44ca-98e5-15f1531bf2b0","block_type":"box","text":"the transactions are unable to be executed within seven calendar days, then the Fund may pay the full amount of the","page_number":100,"box":{"x":88,"y":633,"width":819,"height":13}},{"id":"f5638364-4969-4f6d-97c4-65b87a31744c","block_type":"box","text":"redemption order (or the remaining amount of the redemption order based on the unexecuted portion of the transaction)","page_number":100,"box":{"x":89,"y":649,"width":852,"height":12}},{"id":"1be0f282-9c4d-4dc1-94c3-676c087721af","block_type":"box","text":"within the original seven calendar day period by using the Fund’s overdraft facility, line of credit or cash on hand. The","page_number":100,"box":{"x":88,"y":664,"width":818,"height":12}},{"id":"0b12e490-cb4b-4940-aa0a-e44697538b7a","block_type":"box","text":"Authorized Participant (or an affiliated or unaffiliated broker-dealer), acting on an agency basis, will subsequently enter into","page_number":100,"box":{"x":88,"y":679,"width":864,"height":12}},{"id":"89756593-b8ae-462b-af7d-8cd0134774fb","block_type":"box","text":"one or more separate market transactions when the markets reopen or the trades are otherwise able to be executed through","page_number":100,"box":{"x":89,"y":694,"width":871,"height":12}},{"id":"d34fd8ed-35f5-489b-986a-9456203b3db5","block_type":"box","text":"which a Fund sells the Fund Securities (or the remaining unsold Fund Securities) subject to a guaranteed sales price. If the","page_number":100,"box":{"x":88,"y":709,"width":856,"height":12}},{"id":"b14a8801-1b00-4c7f-abca-6708b0d9dc94","block_type":"box","text":"Authorized Participant (or an affiliated or unaffiliated broker-dealer) achieves executions in market transactions at a price","page_number":100,"box":{"x":88,"y":724,"width":848,"height":13}},{"id":"5b6c110b-ee8f-42c6-b9a2-15f927b6693b","block_type":"box","text":"more favorable than a Fund’s valuation of the Fund Securities as of the NAV calculation applicable on the date of the","page_number":100,"box":{"x":89,"y":739,"width":814,"height":13}},{"id":"c90217e9-a11f-4ce0-a846-febc71974d75","block_type":"box","text":"redemption, then the Authorized Participant generally may retain the excess transaction proceeds. Specifically, if the","page_number":100,"box":{"x":89,"y":754,"width":811,"height":13}},{"id":"51fd64b6-7bc7-4173-98cb-935e6384c454","block_type":"box","text":"Authorized Participant is unable to achieve executions in market transactions at a price at least equal to the Fund’s valuation","page_number":100,"box":{"x":88,"y":770,"width":870,"height":12}},{"id":"66f9524e-c1ae-45de-8d0a-70beff2b472e","block_type":"box","text":"of the Fund Securities as of the NAV calculation applicable on the date of the redemption, then the Authorized Participant is","page_number":100,"box":{"x":89,"y":785,"width":864,"height":12}},{"id":"b6fda6a6-2700-465d-9a68-ef3d97175531","block_type":"box","text":"generally required to make the applicable shortfall payment to the Fund.","page_number":100,"box":{"x":89,"y":800,"width":504,"height":12}},{"id":"cb299ac8-b363-4987-aea8-0840cbdbcd3d","block_type":"box","text":"In addition, if transacting as broker with a Fund in a non-U.S. jurisdiction, the Authorized Participant may be required to cover","page_number":100,"box":{"x":89,"y":826,"width":877,"height":13}},{"id":"a871bc96-019c-49f5-9b56-7f5e7bf2986e","block_type":"box","text":"foreign exchange costs through an Execution Performance Guarantee, as described in the Brokerage Transactions section of","page_number":100,"box":{"x":88,"y":841,"width":871,"height":13}},{"id":"a768005b-9f4b-4bff-949c-a455a9f17258","block_type":"box","text":"this SAI. If the foreign exchange transaction associated with the applicable security trades can only occur upon the","page_number":100,"box":{"x":88,"y":856,"width":804,"height":13}},{"id":"ae44ed15-de5d-4de2-9283-670ec8358058","block_type":"box","text":"93","page_number":100,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"53b40056-d25d-4028-bbbe-640835d418c9","block_type":"box","text":"settlement of a security trade and such trades are unable, as determined by BFA in its sole discretion, to be settled by the","page_number":101,"box":{"x":89,"y":44,"width":843,"height":12}},{"id":"9e17fa4e-43b1-4046-a49a-47fadd3c10e2","block_type":"box","text":"seventh calendar day after receipt of the Authorized Participant’s redemption order, then a Fund may pay within the original","page_number":101,"box":{"x":89,"y":59,"width":865,"height":12}},{"id":"8af5bbe8-b807-458a-ae6f-5570819b9188","block_type":"box","text":"seven calendar day period the amount due in respect of the redemption order based on the foreign exchange rate as of the","page_number":101,"box":{"x":89,"y":74,"width":860,"height":12}},{"id":"a55775d6-4cf8-408c-a141-7075a8c2fa2d","block_type":"box","text":"date of the redemption order by using the Fund’s overdraft facility, line of credit or cash on hand (in addition to any sales","page_number":101,"box":{"x":89,"y":89,"width":842,"height":13}},{"id":"3c9d9559-a62f-4d9a-8614-d905d8e23f0f","block_type":"box","text":"proceeds from the executed portion of the original brokerage order) and subsequently enter into one or more separate","page_number":101,"box":{"x":89,"y":104,"width":830,"height":13}},{"id":"69f86b36-0774-4f17-b3fd-a70bafa11ec4","block_type":"box","text":"foreign exchange transactions with the Authorized Participant (or a broker-dealer affiliate of the Authorized Participant or a","page_number":101,"box":{"x":88,"y":119,"width":862,"height":13}},{"id":"1ce11067-e22f-40aa-835e-75c03f357344","block_type":"box","text":"third-party broker-dealer engaged through the Authorized Participant), acting on an agency basis, and be subject to a","page_number":101,"box":{"x":88,"y":135,"width":824,"height":12}},{"id":"ae2d6ddf-418d-4c04-acb3-3ca1b9120db8","block_type":"box","text":"guaranteed sales price. If the Authorized Participant achieves execution of the foreign exchange transactions at a price more","page_number":101,"box":{"x":89,"y":150,"width":869,"height":12}},{"id":"0d6b0685-c34f-4212-87fc-3c41a21c7980","block_type":"box","text":"favorable than the foreign exchange rate as of the NAV calculation applicable on the date of the redemption, then the","page_number":101,"box":{"x":88,"y":165,"width":821,"height":12}},{"id":"0a207622-16fe-4089-bc67-5d8a8014cd7d","block_type":"box","text":"Authorized Participant generally may retain the excess transaction proceeds. If the Authorized Participant is unable to achieve","page_number":101,"box":{"x":88,"y":180,"width":879,"height":12}},{"id":"77251a59-d32f-4c1b-a963-b92ab14cb27d","block_type":"box","text":"execution of the foreign exchange transactions at a price at least equal to the foreign exchange rate as of the NAV calculation","page_number":101,"box":{"x":89,"y":195,"width":876,"height":12}},{"id":"68ac21ea-9ea8-4275-96b3-b58cf20cbcfe","block_type":"box","text":"applicable on the date of the redemption, then the Authorized Participant is required to make the applicable shortfall","page_number":101,"box":{"x":89,"y":210,"width":814,"height":13}},{"id":"a331d5dc-4211-4154-9432-f05613dd4b50","block_type":"box","text":"payment to the Fund.","page_number":101,"box":{"x":89,"y":225,"width":149,"height":13}},{"id":"1caf830e-e117-40b4-bd2f-58b8d4711a63","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":101,"box":{"x":89,"y":252,"width":351,"height":12}},{"id":"9636ff2f-3883-4149-a6c8-a31338f8d26d","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer, processing and other transaction costs that may be","page_number":101,"box":{"x":88,"y":278,"width":839,"height":13}},{"id":"d86f239d-9eda-4254-99ba-419b39e8b5bf","block_type":"box","text":"incurred by the relevant Fund. As described above, under an ETF Services Agreement, the Funds have retained BRIL, an","page_number":101,"box":{"x":89,"y":293,"width":830,"height":13}},{"id":"8b7a2378-413b-4326-945d-3df1ee818189","block_type":"box","text":"affiliate of BFA, to perform the ETF Services. BRIL will receive from an Authorized Participant a standard transaction fee on","page_number":101,"box":{"x":89,"y":308,"width":851,"height":13}},{"id":"542e7175-bd09-483a-b543-88802377f9c9","block_type":"box","text":"each redemption order, which consists of (1) the ETF Servicing Fee and (2) Custody Transaction Costs. BRIL is entitled to","page_number":101,"box":{"x":89,"y":324,"width":844,"height":12}},{"id":"82892b85-c766-439b-bd8e-c1f64b36b879","block_type":"box","text":"retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs","page_number":101,"box":{"x":89,"y":339,"width":870,"height":12}},{"id":"ed093d3e-31a6-4183-8a81-b46ce793a949","block_type":"box","text":"to the applicable Fund custodian according to the amounts invoiced by such custodian.","page_number":101,"box":{"x":88,"y":354,"width":613,"height":12}},{"id":"a7085e98-f063-428e-896c-4c9bdd96b091","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":101,"box":{"x":88,"y":380,"width":859,"height":13}},{"id":"5db72f47-c304-4fa7-9802-fc6459777dc5","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":101,"box":{"x":88,"y":395,"width":879,"height":13}},{"id":"45f1eda5-382d-4933-82cc-b15a196f5731","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":101,"box":{"x":89,"y":410,"width":860,"height":13}},{"id":"c77e2411-8345-4d83-b2ed-7082f6c72043","block_type":"box","text":"certain instances, such as for redemption transactions that consist solely of cash. The actual Custody Transaction Costs vary","page_number":101,"box":{"x":89,"y":426,"width":872,"height":12}},{"id":"867907f8-51f4-438a-8674-8ad57cc94b8d","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":101,"box":{"x":89,"y":441,"width":866,"height":12}},{"id":"ba650c09-fc62-4af1-bb21-00d213329bef","block_type":"box","text":"Creation Unit.","page_number":101,"box":{"x":89,"y":456,"width":95,"height":10}},{"id":"d7212283-a242-4183-933d-48fc918c5daa","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a redemption","page_number":101,"box":{"x":89,"y":482,"width":810,"height":13}},{"id":"402c65f3-f635-4728-b11c-eba22e94c71e","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":101,"box":{"x":88,"y":497,"width":869,"height":13}},{"id":"0fe08f82-c4d9-4c6a-8eb0-8eee9f2741f0","block_type":"box","text":"amount shown above) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":101,"box":{"x":89,"y":513,"width":831,"height":12}},{"id":"d6427dca-3799-4f77-917f-37b75e3e8fdd","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":101,"box":{"x":89,"y":528,"width":853,"height":12}},{"id":"ee52be98-e78a-4c2b-89bd-2ebee4ac013a","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":101,"box":{"x":88,"y":543,"width":873,"height":12}},{"id":"b1c2c571-e62a-4a90-83c6-87fc8a4aa903","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":101,"box":{"x":89,"y":558,"width":859,"height":12}},{"id":"fffe2f3a-83aa-486d-ad24-44377c16f846","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":101,"box":{"x":88,"y":573,"width":817,"height":12}},{"id":"973e37fa-29e6-48d4-aa0a-7917643c38b5","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":101,"box":{"x":89,"y":588,"width":824,"height":12}},{"id":"1e656975-42c3-4e2f-877f-fd79b130cafa","block_type":"box","text":"subject to the maximum amounts shown above.","page_number":101,"box":{"x":89,"y":603,"width":338,"height":13}},{"id":"229b80fa-7590-46f9-9901-3885f6bc6cbc","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from the Fund to their account on their","page_number":101,"box":{"x":88,"y":630,"width":850,"height":12}},{"id":"7a57cd9a-5146-41d5-ac13-300f5b46abc4","block_type":"box","text":"order. Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who","page_number":101,"box":{"x":89,"y":645,"width":852,"height":12}},{"id":"7414f60d-3c92-42bd-b298-1e2d7295739a","block_type":"box","text":"use the services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":101,"box":{"x":89,"y":660,"width":870,"height":12}},{"id":"402472a5-f798-4fc9-9434-907e51813cca","block_type":"box","text":"If a redemption consists of a cash portion and a Fund places a brokerage transaction to sell portfolio securities with the","page_number":101,"box":{"x":89,"y":686,"width":834,"height":13}},{"id":"3aca89d0-d8bc-41ed-ba39-5f9571984607","block_type":"box","text":"Authorized Participant (or an affiliated or unaffiliated broker-dealer), the Authorized Participant may be required, in its","page_number":101,"box":{"x":88,"y":702,"width":824,"height":12}},{"id":"8fa74a02-7afa-4317-a145-e0a18b83eefa","block_type":"box","text":"capacity as broker-dealer with respect to that transaction, to cover certain brokerage, tax, foreign exchange, execution, and","page_number":101,"box":{"x":89,"y":717,"width":862,"height":12}},{"id":"c5056df7-eec8-4bce-ba0b-625629840a95","block_type":"box","text":"price movement costs through an Execution Performance Guarantee, as described in the","page_number":101,"box":{"x":89,"y":732,"width":620,"height":12}},{"id":"848c26d7-9ca4-4342-90eb-c7c8f4450eb1","block_type":"box","text":"Brokerage Transactions","page_number":101,"box":{"x":714,"y":732,"width":163,"height":12}},{"id":"e96d8f30-8ad8-4812-901c-d9b3f477e175","block_type":"box","text":"section of","page_number":101,"box":{"x":882,"y":732,"width":69,"height":9}},{"id":"6e8a9844-2bf4-445d-8d63-f3983d1abd99","block_type":"box","text":"this SAI.","page_number":101,"box":{"x":88,"y":747,"width":56,"height":10}},{"id":"82fba944-8bf5-455a-9bd8-be0e6a7227a4","block_type":"box","text":"Placement of Redemption Orders.","page_number":101,"box":{"x":89,"y":773,"width":243,"height":13}},{"id":"add7775f-03f4-481d-b261-8051a32d495f","block_type":"box","text":"Redemption requests for Creation Units of the Funds must be submitted to the","page_number":101,"box":{"x":342,"y":773,"width":550,"height":13}},{"id":"83b3317a-5246-4a0f-b4aa-4051b79b5595","block_type":"box","text":"Distributor or its agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable","page_number":101,"box":{"x":89,"y":788,"width":825,"height":13}},{"id":"9f99e994-39ec-46a6-a641-02e572fc2f43","block_type":"box","text":"request to redeem shares of a Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that","page_number":101,"box":{"x":89,"y":804,"width":840,"height":12}},{"id":"86632864-7cef-437e-9d28-d46b0c10c84f","block_type":"box","text":"day’s NAV. On days when the Listing Exchange closes earlier than normal, a Fund may require orders to redeem Creation","page_number":101,"box":{"x":89,"y":819,"width":843,"height":12}},{"id":"f797dda9-81f6-48dd-ba3e-78e2d85e4bcc","block_type":"box","text":"Units to be placed earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for","page_number":101,"box":{"x":89,"y":834,"width":875,"height":12}},{"id":"e6f64870-dda0-4730-acdd-1b2dde364d6d","block_type":"box","text":"a redemption request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current","page_number":101,"box":{"x":89,"y":849,"width":869,"height":12}},{"id":"fe74e884-ef90-4bfa-a3b5-e61897101583","block_type":"box","text":"Authorized Participants upon request.","page_number":101,"box":{"x":88,"y":864,"width":264,"height":12}},{"id":"9600a21f-36d7-4071-a6d3-7312140e05d9","block_type":"box","text":"94","page_number":101,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d5dd8f09-e05c-4f60-b8c9-02daf58422fb","block_type":"box","text":"The Authorized Participant must transmit the request for redemption in the form required by the Funds to the Distributor or","page_number":102,"box":{"x":88,"y":44,"width":867,"height":12}},{"id":"0e7ac145-3951-47da-963a-eb86db71989d","block_type":"box","text":"its agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that","page_number":102,"box":{"x":89,"y":59,"width":854,"height":12}},{"id":"28ee8c35-5b1e-4c9c-8f8e-385b6bab4157","block_type":"box","text":"their particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":102,"box":{"x":88,"y":74,"width":862,"height":12}},{"id":"aeff428a-6f5a-413a-a17b-b8fbcf65a8f5","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":102,"box":{"x":89,"y":89,"width":823,"height":13}},{"id":"c45ff0d5-cba2-4cf6-8dec-4b38e57ec40e","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":102,"box":{"x":88,"y":104,"width":861,"height":13}},{"id":"da10a5de-59d3-44d1-abd6-345bb719b841","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":102,"box":{"x":88,"y":119,"width":877,"height":13}},{"id":"156d11ee-25e2-4065-8df3-3512def5a344","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":102,"box":{"x":89,"y":135,"width":857,"height":12}},{"id":"c259af56-8986-418d-bb88-231e3106ee8f","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to the Funds’ transfer agent; such","page_number":102,"box":{"x":89,"y":150,"width":857,"height":12}},{"id":"aa84537f-812a-4225-8798-17ef75a352df","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":102,"box":{"x":89,"y":165,"width":842,"height":12}},{"id":"718ea529-1d6c-4d70-9bdb-5ea34ded181a","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":102,"box":{"x":89,"y":180,"width":585,"height":12}},{"id":"914f7e50-d59b-4d32-8322-44caf80432aa","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":102,"box":{"x":88,"y":206,"width":850,"height":13}},{"id":"1a6d6539-0806-42ce-afcc-27dd68f0d1db","block_type":"box","text":"transferred to the Funds’ transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to be","page_number":102,"box":{"x":88,"y":222,"width":829,"height":12}},{"id":"d337833b-9cec-4054-baa5-f489140d4f55","block_type":"box","text":"effective by the Listing Exchange closing time on any Business Day on which the redemption request is submitted; (ii) a","page_number":102,"box":{"x":89,"y":237,"width":833,"height":12}},{"id":"37786d29-702c-4b2b-97c0-993ccb9ff3e2","block_type":"box","text":"request in form satisfactory to the applicable Fund is received by the Distributor or its agent from the Authorized Participant","page_number":102,"box":{"x":89,"y":252,"width":866,"height":12}},{"id":"d3131a01-a8b1-4fe2-92ae-cbcc19384bee","block_type":"box","text":"on behalf of itself or another redeeming investor within the time periods specified above; and (iii) all other procedures set","page_number":102,"box":{"x":89,"y":267,"width":848,"height":12}},{"id":"896ea63b-192c-4b20-8533-f32924bcc931","block_type":"box","text":"forth in the Authorized Participant Agreement are properly followed.","page_number":102,"box":{"x":88,"y":282,"width":477,"height":12}},{"id":"50e6af2b-0162-4540-9957-5d69621ce036","block_type":"box","text":"Upon receiving a redemption request, the Distributor or its agent shall notify the applicable Fund and the Fund’s transfer","page_number":102,"box":{"x":89,"y":308,"width":843,"height":13}},{"id":"f05d3c5e-8f34-4a6e-ba78-255647716e0c","block_type":"box","text":"agent of such redemption request. The tender of an investor’s shares for redemption and the distribution of the securities","page_number":102,"box":{"x":89,"y":324,"width":850,"height":12}},{"id":"538f963e-2b74-4336-83ca-7ff3d7bfbfcb","block_type":"box","text":"and/or cash included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and","page_number":102,"box":{"x":89,"y":339,"width":876,"height":12}},{"id":"9e1a9591-1258-4abb-8ef3-1e9b3bf5f5ef","block_type":"box","text":"the relevant Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC","page_number":102,"box":{"x":88,"y":354,"width":869,"height":12}},{"id":"e0b1c681-5a9d-4d6a-8415-6b086d8895a8","block_type":"box","text":"Participant through which such investor holds, as the case may be, or by such other means specified by the Authorized","page_number":102,"box":{"x":89,"y":369,"width":831,"height":12}},{"id":"6959ed7a-1e9f-4373-b534-b3ce978dd98c","block_type":"box","text":"Participant submitting the redemption request.","page_number":102,"box":{"x":89,"y":384,"width":327,"height":12}},{"id":"5781783a-9fcd-4e25-be9a-721851ecd8d1","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":102,"box":{"x":88,"y":410,"width":854,"height":13}},{"id":"3abb408e-4c31-4d86-ad68-f785b3bb6fdc","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":102,"box":{"x":89,"y":426,"width":837,"height":12}},{"id":"d29fd0de-adfa-46bc-add8-1a3420695094","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":102,"box":{"x":88,"y":441,"width":836,"height":12}},{"id":"d86e8735-e6e8-4376-ac7d-42af25912e44","block_type":"box","text":"Deliveries of redemption proceeds are generally made within two Business Days (i.e., “T+2”). However, each Fund reserves","page_number":102,"box":{"x":89,"y":467,"width":854,"height":13}},{"id":"bc7e2e43-00f2-4d26-b10c-d2d4bf13758c","block_type":"box","text":"the right to settle redemption transactions on a different basis, if necessary or appropriate under the circumstances and","page_number":102,"box":{"x":88,"y":482,"width":837,"height":13}},{"id":"41d0e3c6-523d-4460-bcc0-07fae24d691a","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":102,"box":{"x":89,"y":497,"width":857,"height":13}},{"id":"b48565bc-00e7-473f-ada4-87fda9484240","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":102,"box":{"x":89,"y":513,"width":853,"height":12}},{"id":"2c9683c7-de61-4460-a570-4540fbd69209","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":102,"box":{"x":89,"y":528,"width":842,"height":12}},{"id":"70c2fb10-8a17-421f-bfc4-4e585c93a2c1","block_type":"box","text":"sold).","page_number":102,"box":{"x":89,"y":543,"width":37,"height":12}},{"id":"130243ae-4511-4976-86a5-37bcfccb776b","block_type":"box","text":"If neither the Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has","page_number":102,"box":{"x":89,"y":569,"width":826,"height":13}},{"id":"bfafb787-afd7-44ff-91e5-91dddd094815","block_type":"box","text":"appropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not possible to","page_number":102,"box":{"x":89,"y":584,"width":856,"height":13}},{"id":"e1d9b411-25a0-4ece-aa38-14a5dca71364","block_type":"box","text":"make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, a Fund may in","page_number":102,"box":{"x":89,"y":599,"width":877,"height":13}},{"id":"e1082e02-8856-431d-beed-e3b2d9e8e9f4","block_type":"box","text":"its discretion exercise its option to redeem such shares in cash, and the Beneficial Owner will be required to receive its","page_number":102,"box":{"x":89,"y":615,"width":824,"height":12}},{"id":"25ecb32f-b0f0-4991-b200-d3d07c3a2c71","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":102,"box":{"x":89,"y":630,"width":868,"height":12}},{"id":"7d095cac-c69e-41d1-beb4-12f4fa615219","block_type":"box","text":"based on the NAV of the relevant Fund next determined after the redemption request is received in proper form (minus a","page_number":102,"box":{"x":89,"y":645,"width":844,"height":12}},{"id":"6f9fce02-9fea-4a5f-914e-d498c8d138b3","block_type":"box","text":"redemption transaction fee and additional charges specified above to offset the Fund’s brokerage and other transaction costs","page_number":102,"box":{"x":89,"y":660,"width":877,"height":12}},{"id":"91ffb99e-a536-4d7e-bcfb-1c3dbc7d3b00","block_type":"box","text":"associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance","page_number":102,"box":{"x":89,"y":675,"width":865,"height":12}},{"id":"e2b30e3f-4ba7-487d-912d-1c5ad338911d","block_type":"box","text":"with applicable U.S. federal and state securities laws and each Fund (whether or not it otherwise permits cash redemptions)","page_number":102,"box":{"x":88,"y":690,"width":867,"height":13}},{"id":"ca9b594b-9f2d-48ad-b8dd-62d5d26f11a3","block_type":"box","text":"reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund","page_number":102,"box":{"x":89,"y":705,"width":812,"height":13}},{"id":"05a536b5-b83c-4144-b6aa-1b84b7f7c036","block_type":"box","text":"Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws. Although the","page_number":102,"box":{"x":88,"y":720,"width":844,"height":13}},{"id":"af90a3db-4af8-433d-8ff6-0bd228cf6187","block_type":"box","text":"Trust does not ordinarily permit cash redemptions of Creation Units (except that, as noted above, Creation Units of the Funds","page_number":102,"box":{"x":88,"y":736,"width":877,"height":12}},{"id":"3a177083-7eec-4ddc-9f97-2e0b6c40a162","block_type":"box","text":"generally will be redeemed partially for cash), in the event that cash redemptions are permitted or required by the Trust,","page_number":102,"box":{"x":89,"y":751,"width":836,"height":12}},{"id":"094744c5-7350-43ed-a51e-342c981ba1e3","block_type":"box","text":"proceeds will be paid to the Authorized Participant redeeming shares as soon as practicable after the date of redemption","page_number":102,"box":{"x":89,"y":766,"width":842,"height":12}},{"id":"38a0e950-7c12-4de6-a62c-957898d0441c","block_type":"box","text":"(within seven calendar days thereafter). If a Fund includes a foreign investment in its basket, and if a local market holiday, or","page_number":102,"box":{"x":89,"y":781,"width":867,"height":12}},{"id":"a347911d-ee76-49d4-ab52-dbacb8d8c21c","block_type":"box","text":"series of consecutive holidays, or the extended delivery cycles for transferring foreign investments to redeeming Authorized","page_number":102,"box":{"x":89,"y":796,"width":862,"height":12}},{"id":"85af9933-b09f-442e-a95c-a1a12e6906c7","block_type":"box","text":"Participants prevents timely delivery of the foreign investment in response to a redemption request, the Fund may delay","page_number":102,"box":{"x":89,"y":811,"width":836,"height":12}},{"id":"b3eb29a8-c77b-4689-9e6d-81988211f2b5","block_type":"box","text":"delivery of the foreign investment more than seven days if the Fund delivers the foreign investment as soon as practicable,","page_number":102,"box":{"x":89,"y":826,"width":853,"height":13}},{"id":"57188a3c-c99b-47a8-ae0e-dd62427b4a2d","block_type":"box","text":"but in no event later than 15 days.","page_number":102,"box":{"x":89,"y":841,"width":237,"height":13}},{"id":"6cd824c3-57d1-4529-a6a9-ba0a58cba838","block_type":"box","text":"95","page_number":102,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"17ffe47c-e9cd-46e5-9232-e1cff9ecde4e","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":103,"box":{"x":88,"y":44,"width":825,"height":12}},{"id":"71c3ab12-1f98-4472-b16a-175561befd4f","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":103,"box":{"x":88,"y":59,"width":872,"height":12}},{"id":"afa27c3c-df95-4606-b3ab-692fc180d946","block_type":"box","text":"Unit to be redeemed to a Fund, at or prior to the time specified by a Fund or its custodian on the Business Day after the date","page_number":103,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"b38630e1-9a9c-4135-991a-f42ed4737783","block_type":"box","text":"of submission of such redemption request, the Distributor or its agent will accept the redemption request in reliance on the","page_number":103,"box":{"x":89,"y":89,"width":863,"height":13}},{"id":"6960a984-66d0-4a28-b94c-4ab84a58bfaa","block_type":"box","text":"undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":103,"box":{"x":89,"y":104,"width":825,"height":13}},{"id":"d696d587-0796-4aaa-88a3-3b0c99f81c07","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":103,"box":{"x":89,"y":119,"width":851,"height":13}},{"id":"f8064aeb-495c-4256-9202-ebad11d5efbe","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":103,"box":{"x":89,"y":135,"width":875,"height":12}},{"id":"9f85fb72-7ebf-402d-8b8e-55387798aa4e","block_type":"box","text":"after the date of submission of such redemption request and shall be held by the custodian and marked-to-market daily. The","page_number":103,"box":{"x":89,"y":150,"width":872,"height":12}},{"id":"ea10bb84-624c-4f59-bcac-3c17bd49eb01","block_type":"box","text":"fees of the custodian and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall be","page_number":103,"box":{"x":88,"y":165,"width":866,"height":12}},{"id":"f99c410f-84d3-432a-b37a-18bfb28e5260","block_type":"box","text":"payable by the Authorized Participant. The Authorized Participant Agreement permits the Funds to acquire shares of the","page_number":103,"box":{"x":89,"y":180,"width":839,"height":12}},{"id":"07d4743a-29a5-4604-a604-a707287a22df","block_type":"box","text":"Funds at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to","page_number":103,"box":{"x":89,"y":195,"width":854,"height":12}},{"id":"8063e59b-8fc0-4438-9021-28d2e246b042","block_type":"box","text":"the Funds of purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability","page_number":103,"box":{"x":88,"y":210,"width":878,"height":13}},{"id":"9cf5aa3e-6f6a-471f-a90b-7b709d504591","block_type":"box","text":"for related brokerage and other charges.","page_number":103,"box":{"x":88,"y":225,"width":281,"height":13}},{"id":"99615b37-fb83-4572-8666-4730042dccff","block_type":"box","text":"Because the portfolio securities of a Fund trade on exchange(s) on days that the Listing Exchange is closed or are otherwise","page_number":103,"box":{"x":89,"y":252,"width":866,"height":12}},{"id":"2e42d429-b32e-4973-8dfd-97e4a10cfa61","block_type":"box","text":"not Business Days for such Fund, shareholders may not be able to redeem their shares of such Fund or purchase or sell","page_number":103,"box":{"x":89,"y":267,"width":832,"height":12}},{"id":"7dcce0cf-01c9-4360-bcd4-4e0881c73bd1","block_type":"box","text":"shares of such Fund on the Listing Exchange on days when the NAV of such a Fund could be significantly affected by events","page_number":103,"box":{"x":89,"y":282,"width":867,"height":12}},{"id":"721d483c-edd3-4b25-8a46-314d8326ad85","block_type":"box","text":"in the relevant non-U.S. markets.","page_number":103,"box":{"x":89,"y":297,"width":228,"height":10}},{"id":"2dfc6feb-7016-408b-a228-ca64398bab90","block_type":"box","text":"The right of redemption may be suspended or the date of payment postponed with respect to any Fund: (i) for any period","page_number":103,"box":{"x":88,"y":324,"width":852,"height":12}},{"id":"24cef715-5133-4c41-be2c-6b3822092d07","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":103,"box":{"x":89,"y":339,"width":867,"height":12}},{"id":"e541959c-789c-4eb8-9ed9-f84695d8bb6b","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":103,"box":{"x":88,"y":354,"width":863,"height":12}},{"id":"ef751790-61ed-4f5c-8d69-0ed6660e9d19","block_type":"box","text":"result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is not reasonably","page_number":103,"box":{"x":89,"y":369,"width":810,"height":12}},{"id":"bd61e6c3-8b77-451a-a5b8-94af484b2d2c","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":103,"box":{"x":89,"y":384,"width":511,"height":12}},{"id":"baa7e8ea-b3f0-46e0-9aa5-c4a6f82c4719","block_type":"box","text":"Custom Baskets.","page_number":103,"box":{"x":89,"y":410,"width":118,"height":10}},{"id":"15108817-412a-4c34-ac5c-9495cdb177b1","block_type":"box","text":"Creation and Redemption baskets may differ and each Fund may accept “custom baskets.” A custom","page_number":103,"box":{"x":216,"y":410,"width":706,"height":13}},{"id":"38bf0fa9-0a4b-475c-b31d-a6a224906c6b","block_type":"box","text":"basket may include any of the following: (i) a basket that is composed of a non-representative selection of a Fund’s portfolio","page_number":103,"box":{"x":89,"y":426,"width":868,"height":12}},{"id":"770bcc8d-7d23-4f03-8d6b-969115c6adc9","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":103,"box":{"x":89,"y":441,"width":873,"height":12}},{"id":"1e6ea4c1-7bd9-4ec7-852d-c5be4a47d259","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":103,"box":{"x":89,"y":456,"width":877,"height":12}},{"id":"3ba847ac-4202-4081-a2fb-b77713dc2eb5","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":103,"box":{"x":89,"y":471,"width":865,"height":12}},{"id":"f8ed75d7-ea9a-4b48-8cc8-3b02eb44d2c6","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":103,"box":{"x":89,"y":486,"width":823,"height":12}},{"id":"e106f004-8ce7-49fe-8993-099b4357a428","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":103,"box":{"x":89,"y":501,"width":859,"height":13}},{"id":"87fa045e-845e-498e-8306-0ed111c9a633","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":103,"box":{"x":89,"y":516,"width":871,"height":13}},{"id":"7834ac21-8497-4740-8cf8-6d5575732961","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of a","page_number":103,"box":{"x":89,"y":531,"width":854,"height":13}},{"id":"d5ce5151-f6e5-4f78-89ae-4a1c01b27e66","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":103,"box":{"x":89,"y":547,"width":870,"height":12}},{"id":"c142ddeb-52cf-4874-a128-d5b363ca4046","block_type":"box","text":"be used for each Fund and impose different requirements for different types of custom baskets in order to seek to mitigate","page_number":103,"box":{"x":89,"y":562,"width":856,"height":12}},{"id":"767bbe7e-1350-4185-b9fc-0f315a05853a","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":103,"box":{"x":89,"y":577,"width":877,"height":12}},{"id":"68928dbb-992f-4cf6-9631-dd194fc326ff","block_type":"box","text":"process to oversee basket compliance for the Funds, as set forth in each Fund’s policies and procedures.","page_number":103,"box":{"x":89,"y":592,"width":728,"height":12}},{"id":"6e78ff3f-0723-4883-b8d6-26c9ac00c022","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":103,"box":{"x":88,"y":618,"width":418,"height":13}},{"id":"6a0abbb7-eb65-406c-b4ed-31e5345d80d8","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":103,"box":{"x":519,"y":618,"width":445,"height":13}},{"id":"3fc93175-533d-475d-857a-c6b6944ad876","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":103,"box":{"x":89,"y":633,"width":864,"height":13}},{"id":"517e6cdd-cf20-48e9-b1db-b1d1524d929b","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":103,"box":{"x":88,"y":649,"width":869,"height":12}},{"id":"6c7fe3b9-e22d-4c95-bc64-b47807ed6efa","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":103,"box":{"x":89,"y":664,"width":870,"height":12}},{"id":"98af31cc-ee70-4afc-82dd-4793d0add508","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":103,"box":{"x":88,"y":679,"width":753,"height":12}},{"id":"bf001c51-5951-48b2-b2f8-c3bdb1da25a1","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":103,"box":{"x":89,"y":705,"width":829,"height":13}},{"id":"9a248f1b-a71c-4e47-a749-5b91ed1ae44e","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":103,"box":{"x":89,"y":720,"width":861,"height":13}},{"id":"9f139e28-8472-4a97-8820-c6bca8414508","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":103,"box":{"x":89,"y":736,"width":859,"height":12}},{"id":"a2d4d472-b5ab-443b-967f-f2ea7975949a","block_type":"box","text":"assets.","page_number":103,"box":{"x":89,"y":752,"width":45,"height":8}},{"id":"2474cb16-24d4-4443-8064-b5856fc71d1a","block_type":"box","text":"Taxes","page_number":103,"box":{"x":88,"y":777,"width":94,"height":21}},{"id":"8e4e7056-d05a-42c2-a5dc-9772e749ce65","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":103,"box":{"x":88,"y":816,"width":878,"height":13}},{"id":"2d3bff3f-5135-436a-976d-4048017d6be5","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":103,"box":{"x":89,"y":831,"width":847,"height":13}},{"id":"9d32fb51-9f18-41f9-83ea-f123e5e989d1","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":103,"box":{"x":88,"y":846,"width":867,"height":13}},{"id":"715773cd-0976-4746-a02d-c7686cce89d9","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":103,"box":{"x":89,"y":862,"width":868,"height":12}},{"id":"fdd010ab-8276-4f10-98f6-e18b4dec858f","block_type":"box","text":"96","page_number":103,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"91202838-a3fc-4555-a432-d95a854217fc","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":104,"box":{"x":89,"y":44,"width":845,"height":12}},{"id":"d6acda24-7343-4332-a5e4-3677c3f899f0","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":104,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"17f4e649-857a-4305-b9e6-513d0beaf1d0","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":104,"box":{"x":89,"y":85,"width":338,"height":13}},{"id":"57a0ffca-d6b5-4b3a-8e43-9660ebd11483","block_type":"box","text":"Each Fund intends to qualify for treatment as a separate RIC under","page_number":104,"box":{"x":437,"y":85,"width":465,"height":13}},{"id":"27e28e31-d738-4a7a-ada6-cdeb7c7cb3a6","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":104,"box":{"x":88,"y":101,"width":852,"height":12}},{"id":"624d45ee-6b9f-43da-8b97-3be847a555b2","block_type":"box","text":"90% of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and","page_number":104,"box":{"x":89,"y":116,"width":847,"height":12}},{"id":"622a8fea-1e5f-4858-861e-50750309c1ce","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":104,"box":{"x":89,"y":131,"width":858,"height":12}},{"id":"797d56a9-4b0a-4289-9552-f29ffa1d5b04","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":104,"box":{"x":89,"y":146,"width":839,"height":12}},{"id":"ba6a4b3d-c014-4482-84d6-3ee3f1cb886b","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":104,"box":{"x":89,"y":161,"width":878,"height":12}},{"id":"11b0e5c3-424b-4e1b-b6b9-731bc1199725","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":104,"box":{"x":88,"y":176,"width":868,"height":13}},{"id":"84cdd048-f084-4bac-95c8-68ab6f82f1ad","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":104,"box":{"x":89,"y":191,"width":502,"height":13}},{"id":"765fef49-af26-4654-a40b-c40da909fa76","block_type":"box","text":"i.e.,","page_number":104,"box":{"x":592,"y":192,"width":22,"height":11}},{"id":"cb2be9d2-1a86-4b14-b4c6-a2f0b8320920","block_type":"box","text":"partnerships that are traded on an established","page_number":104,"box":{"x":620,"y":191,"width":322,"height":13}},{"id":"6ab04f0c-82c1-4856-9a87-97fe18fbc1f1","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":104,"box":{"x":89,"y":206,"width":857,"height":13}},{"id":"74a44dab-d1e8-4b94-9bfe-e51f5995da55","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":104,"box":{"x":89,"y":222,"width":856,"height":12}},{"id":"b83b3714-0329-46ab-ab83-a2d85d320782","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":104,"box":{"x":89,"y":237,"width":856,"height":12}},{"id":"a1365a8d-d894-4f5b-9f84-83eaae0fd24d","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":104,"box":{"x":89,"y":252,"width":879,"height":12}},{"id":"7df95b00-a9ec-4777-b09c-4add46e9e902","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":104,"box":{"x":89,"y":267,"width":853,"height":12}},{"id":"50c82aec-52cd-480e-adb9-d36b4adb98da","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":104,"box":{"x":89,"y":282,"width":868,"height":12}},{"id":"be2b594c-1d4b-45e3-bc2c-931d028846d4","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":104,"box":{"x":88,"y":297,"width":852,"height":12}},{"id":"2249f65a-107b-4ff6-897b-10a03022bbe3","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":104,"box":{"x":89,"y":312,"width":865,"height":13}},{"id":"5376eb6f-3c65-432c-9571-b170b2aaf33f","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":104,"box":{"x":89,"y":327,"width":875,"height":13}},{"id":"43dc16f1-d261-4416-be35-aeabe016d79a","block_type":"box","text":"partnerships.","page_number":104,"box":{"x":89,"y":342,"width":90,"height":13}},{"id":"32fd1d4a-91b0-413a-85cc-7db67af79185","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":104,"box":{"x":88,"y":369,"width":836,"height":12}},{"id":"cccb7ba8-6cf7-433b-90cf-7247fbf7b9dd","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":104,"box":{"x":89,"y":384,"width":858,"height":12}},{"id":"dbba9f4c-47a5-48a2-8e84-67e1ac46b9fb","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":104,"box":{"x":88,"y":399,"width":850,"height":13}},{"id":"33747e86-f327-4f1d-97ba-23a4deac2cb9","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by that Fund in computing its taxable","page_number":104,"box":{"x":89,"y":414,"width":821,"height":13}},{"id":"ea51ac4f-721d-4d8b-9ba0-ccffe6afb198","block_type":"box","text":"income.","page_number":104,"box":{"x":89,"y":430,"width":54,"height":9}},{"id":"c68c5c7d-dbf0-4e0a-85b6-7ba3157ec7cf","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":104,"box":{"x":88,"y":456,"width":854,"height":12}},{"id":"224620b2-5543-4a06-aaf6-e289e4d7b147","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. A Fund’s investments in partnerships,","page_number":104,"box":{"x":88,"y":471,"width":871,"height":12}},{"id":"39c4747c-2f2e-497d-98fc-c1f93f25e482","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":104,"box":{"x":89,"y":486,"width":856,"height":12}},{"id":"13e8ef14-105c-40fa-8137-5f5cb90aa357","block_type":"box","text":"franchise or withholding tax liabilities.","page_number":104,"box":{"x":88,"y":501,"width":265,"height":13}},{"id":"4ce069c4-4d70-4b04-b0bc-d14d590472de","block_type":"box","text":"Taxation of RICs.","page_number":104,"box":{"x":88,"y":528,"width":121,"height":9}},{"id":"0b263a0b-6c36-407c-93e7-8f0ecbfa05a7","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":104,"box":{"x":218,"y":528,"width":710,"height":12}},{"id":"15760843-4b59-47fb-a4d8-8c50ab54f65a","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":104,"box":{"x":89,"y":543,"width":871,"height":12}},{"id":"534865a5-c98e-4932-a025-ef928b158261","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":104,"box":{"x":88,"y":558,"width":871,"height":12}},{"id":"6e674947-3a58-4518-a762-8a938a170465","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":104,"box":{"x":89,"y":573,"width":853,"height":12}},{"id":"7fdfedc9-1b52-4fe0-857f-e460d17ad6be","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":104,"box":{"x":89,"y":588,"width":847,"height":12}},{"id":"7c11713b-4103-4124-903e-ed23dd186394","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":104,"box":{"x":88,"y":603,"width":863,"height":13}},{"id":"eabe5246-497b-4649-b07a-49f3afd8c97e","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":104,"box":{"x":89,"y":618,"width":792,"height":13}},{"id":"cb34bdb1-5431-4981-b71e-f341fe043acd","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":104,"box":{"x":89,"y":633,"width":859,"height":13}},{"id":"0200d196-160a-4e8d-b7cd-c6f73ff8fb0d","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":104,"box":{"x":89,"y":649,"width":849,"height":12}},{"id":"2492ecdc-1ae1-40cc-b0bd-96d30139bb74","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":104,"box":{"x":89,"y":664,"width":833,"height":12}},{"id":"fd8799ce-26a8-492c-81fb-2005de3c7218","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":104,"box":{"x":89,"y":679,"width":873,"height":12}},{"id":"b83d0771-a056-4dbe-b820-3aabf2a9dcae","block_type":"box","text":"the dividends received deduction. Although each Fund intends to distribute substantially all of its net investment income and","page_number":104,"box":{"x":88,"y":694,"width":875,"height":12}},{"id":"249a5cf3-f334-4b79-823b-6f6276a2ffc1","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":104,"box":{"x":89,"y":709,"width":869,"height":12}},{"id":"2eb4e91c-eadb-4174-979f-5e5457fb575a","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":104,"box":{"x":88,"y":724,"width":874,"height":13}},{"id":"731ad6d7-ced4-42c0-944f-c9848df97ac3","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":104,"box":{"x":89,"y":739,"width":822,"height":13}},{"id":"4df64f1e-c899-46bd-8c15-0707a269ee52","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":104,"box":{"x":89,"y":754,"width":865,"height":13}},{"id":"37f67703-63b6-4ecb-bc53-9d9b79730872","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":104,"box":{"x":89,"y":770,"width":877,"height":12}},{"id":"896676a9-82c0-496b-afb5-a34905d3db18","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":104,"box":{"x":89,"y":785,"width":836,"height":12}},{"id":"56fb77f4-916d-4097-8b16-703b4385c87f","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":104,"box":{"x":89,"y":800,"width":873,"height":12}},{"id":"853028d0-e70e-4d50-94d4-547a2baff043","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":104,"box":{"x":89,"y":815,"width":840,"height":12}},{"id":"3249856f-5feb-468b-b741-68abcbdca87d","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":104,"box":{"x":89,"y":830,"width":774,"height":12}},{"id":"140c1e49-00d9-4b0e-a4b8-29c05968a2f8","block_type":"box","text":"97","page_number":104,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9f23c75e-ca34-4f2b-b8b7-71782f50ac52","block_type":"box","text":"Excise Tax.","page_number":105,"box":{"x":89,"y":45,"width":77,"height":9}},{"id":"323f2247-a744-4d53-800f-1e01acd68ec0","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":105,"box":{"x":175,"y":44,"width":716,"height":12}},{"id":"5175b5d6-5956-4a4f-bee6-1c5910564732","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":105,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"c9cc83e1-b278-4a5c-967e-b7534269ca67","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":105,"box":{"x":89,"y":74,"width":870,"height":12}},{"id":"8f0135bd-7190-4f98-8fd0-f7d4bd69a733","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":105,"box":{"x":89,"y":89,"width":847,"height":13}},{"id":"b9ff6718-eaa5-4bd2-ac08-900ea0393537","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":105,"box":{"x":88,"y":104,"width":869,"height":13}},{"id":"989dbdab-eddc-4f1f-bb75-a7a4f4f5bba0","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":105,"box":{"x":89,"y":119,"width":735,"height":13}},{"id":"e7d93851-7d05-4062-b2a3-d12c016b3984","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":105,"box":{"x":89,"y":146,"width":227,"height":12}},{"id":"d87ad308-8bd4-4f11-ae09-f4bcf04fe2f0","block_type":"box","text":"Net capital loss carryforwards for a Fund may be applied against any net realized capital","page_number":105,"box":{"x":326,"y":146,"width":612,"height":12}},{"id":"28164a48-0ada-4a9f-8ad2-003727830446","block_type":"box","text":"gains in each succeeding year for such Fund, until they have been reduced to zero. In the event that a Fund were to","page_number":105,"box":{"x":89,"y":161,"width":803,"height":12}},{"id":"3d8150db-8aa0-499f-a721-5d47aec469a9","block_type":"box","text":"experience an ownership change as defined under the Internal Revenue Code, the loss carryforwards and other favorable tax","page_number":105,"box":{"x":89,"y":176,"width":872,"height":13}},{"id":"4ecaa74c-9aa6-400b-8c40-f601cd745dda","block_type":"box","text":"attributes of a Fund, if any, may be subject to limitation. A Fund’s available capital loss carryforwards, if any, are set forth in","page_number":105,"box":{"x":89,"y":191,"width":856,"height":13}},{"id":"c82e3892-c067-40aa-854f-1ff5d89c42fa","block_type":"box","text":"the Funds’ annual shareholder reports for each fiscal year.","page_number":105,"box":{"x":88,"y":206,"width":404,"height":13}},{"id":"19f3bed9-3293-4f2e-8679-3c843a7e3516","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":105,"box":{"x":88,"y":233,"width":216,"height":10}},{"id":"5bcbbecf-930a-4f0f-9b47-410de15cf4ee","block_type":"box","text":"Dividends and other distributions by a Fund are generally treated under the Internal Revenue","page_number":105,"box":{"x":318,"y":233,"width":647,"height":12}},{"id":"a06bb028-d39d-4c15-ace0-0fd31b8f7254","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":105,"box":{"x":89,"y":248,"width":861,"height":12}},{"id":"d3c3060d-e9fa-43fa-ba30-b2d103560ecb","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":105,"box":{"x":89,"y":263,"width":834,"height":12}},{"id":"ff0d66fe-0586-4bd2-a535-ac1b835704ee","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":105,"box":{"x":89,"y":278,"width":876,"height":13}},{"id":"6bc168d7-6cc9-4361-a154-435317e55c9a","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":105,"box":{"x":88,"y":293,"width":876,"height":13}},{"id":"063ca238-667f-42ed-8b89-4841c63b75b7","block_type":"box","text":"during January of the following calendar year.","page_number":105,"box":{"x":89,"y":308,"width":316,"height":13}},{"id":"1fbe5e60-a3b4-42a2-a499-12c8292cd2ce","block_type":"box","text":"Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":105,"box":{"x":89,"y":335,"width":860,"height":12}},{"id":"9bd4640c-3ac5-4320-b11d-4a02e30319b4","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":105,"box":{"x":89,"y":350,"width":808,"height":12}},{"id":"dd73b3a5-6de2-4f90-bb43-22609322fe1e","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":105,"box":{"x":89,"y":365,"width":870,"height":12}},{"id":"005cd5dc-a69a-42fb-889f-35768b70a241","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":105,"box":{"x":89,"y":380,"width":871,"height":13}},{"id":"99aba420-1444-42de-951e-5e051a4ea817","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":105,"box":{"x":89,"y":395,"width":872,"height":13}},{"id":"72de95fd-777b-4a57-9333-788dee5a6621","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":105,"box":{"x":88,"y":410,"width":864,"height":13}},{"id":"589c2a92-8997-4322-9e20-7c69de3f79a0","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":105,"box":{"x":89,"y":426,"width":877,"height":12}},{"id":"96e8aa07-6828-4759-b918-1172f779b295","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":105,"box":{"x":89,"y":441,"width":810,"height":12}},{"id":"2fbb935a-d83d-4e03-b4b4-8ff0c91eefc8","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":105,"box":{"x":89,"y":456,"width":870,"height":12}},{"id":"fedcbf57-803e-4ed0-9acb-52a22510af96","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":105,"box":{"x":89,"y":471,"width":875,"height":12}},{"id":"916989fb-a057-407d-8f06-12f06e5137af","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":105,"box":{"x":89,"y":486,"width":871,"height":12}},{"id":"fa032be1-ec3f-4b5f-8946-99f6ef5b607f","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":105,"box":{"x":88,"y":501,"width":824,"height":13}},{"id":"e26e37d8-0f81-4624-828b-b9cac781b850","block_type":"box","text":"entitled to a refund of their","page_number":105,"box":{"x":89,"y":516,"width":188,"height":10}},{"id":"ef2f4e14-c538-4c48-8c06-5a803d3d8923","block_type":"box","text":"pro rata","page_number":105,"box":{"x":280,"y":518,"width":56,"height":11}},{"id":"df246067-eb42-4249-bc9a-ea872bd57b6f","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or claims for refund","page_number":105,"box":{"x":341,"y":516,"width":617,"height":13}},{"id":"13dd1268-6cbc-47c2-8eb9-e2cf3586a0d5","block_type":"box","text":"with the IRS.","page_number":105,"box":{"x":88,"y":531,"width":87,"height":10}},{"id":"cedef03c-4376-47fa-b688-255f90d3d854","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":105,"box":{"x":89,"y":558,"width":870,"height":12}},{"id":"e3a94f24-f6bc-4571-b635-432850f44314","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":105,"box":{"x":88,"y":573,"width":861,"height":12}},{"id":"c4a02662-157e-46b5-bc9b-d938d71834e6","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":105,"box":{"x":88,"y":588,"width":870,"height":12}},{"id":"926fed2a-8376-4f91-a4f7-cba2f2786e48","block_type":"box","text":"and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of qualified","page_number":105,"box":{"x":89,"y":603,"width":821,"height":13}},{"id":"ea9f89d4-cf6c-4620-b11f-b22f50cf9199","block_type":"box","text":"dividend income below. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non-corporate","page_number":105,"box":{"x":89,"y":618,"width":878,"height":13}},{"id":"d62c4305-d6f5-454c-8bab-187d8da9bc89","block_type":"box","text":"shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":105,"box":{"x":89,"y":633,"width":604,"height":13}},{"id":"f7f9cba3-c8a4-4e7f-9d01-d00a41f10a89","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":105,"box":{"x":89,"y":660,"width":857,"height":12}},{"id":"254d2fe7-89ba-4dd8-a6a6-a94f5a624956","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":105,"box":{"x":89,"y":675,"width":846,"height":12}},{"id":"274572b4-5ff7-4c4b-a24e-195d487c9641","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":105,"box":{"x":88,"y":690,"width":850,"height":13}},{"id":"28e0136d-f5ff-4aa3-9db5-fe3c4f22be8a","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":105,"box":{"x":89,"y":705,"width":876,"height":13}},{"id":"279966eb-1561-4fc7-9a62-f5756255c3d7","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":105,"box":{"x":89,"y":720,"width":840,"height":13}},{"id":"97aae30d-6bf6-4ba0-bb9f-2b0c2f2f0add","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":105,"box":{"x":89,"y":736,"width":863,"height":12}},{"id":"d6fa57e0-1876-4e68-af29-7eb042f97d34","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":105,"box":{"x":89,"y":751,"width":558,"height":12}},{"id":"1c53de97-4b92-465f-8e12-6dd0baf1c06e","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":105,"box":{"x":89,"y":777,"width":868,"height":12}},{"id":"4ff3a3f1-3730-4da4-9e03-1aa513b67544","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":105,"box":{"x":88,"y":792,"width":855,"height":13}},{"id":"4d98f2e2-c16e-4ce3-8f6d-e7508fe135ce","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":105,"box":{"x":89,"y":807,"width":802,"height":13}},{"id":"a9af880d-3e12-46c3-90c7-ed374ad29800","block_type":"box","text":"requirements, but not in excess of the Fund’s earnings and profits, will be taxable to shareholders and will not constitute","page_number":105,"box":{"x":89,"y":822,"width":842,"height":13}},{"id":"659a6db1-0b1c-46bf-9d84-8ee7cee19fdc","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":105,"box":{"x":89,"y":838,"width":847,"height":12}},{"id":"c7f4dddc-1ee8-416f-a9ee-e74cffc6ec68","block_type":"box","text":"98","page_number":105,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5ec8802f-d303-43f7-b090-ec2f831b037f","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":106,"box":{"x":88,"y":44,"width":867,"height":12}},{"id":"e535803a-f3ce-4e12-88f4-077842e5950b","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":106,"box":{"x":89,"y":59,"width":878,"height":12}},{"id":"df3138e8-a99b-4ea5-928a-a7d6ce1eef2a","block_type":"box","text":"such amount.","page_number":106,"box":{"x":89,"y":74,"width":95,"height":10}},{"id":"2275d520-855d-47ed-94ca-99da076bd03e","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":106,"box":{"x":88,"y":101,"width":854,"height":12}},{"id":"f4d1e0dd-d06d-43e2-a8fd-87af346d3d9c","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":106,"box":{"x":89,"y":116,"width":858,"height":12}},{"id":"233b7440-fb71-48f8-8ee6-7452f9263515","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":106,"box":{"x":88,"y":131,"width":269,"height":12}},{"id":"c47f326c-05ca-4d1a-a75f-d0ce8f72a2cf","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":106,"box":{"x":89,"y":157,"width":851,"height":13}},{"id":"087b3032-5a4e-4549-b45f-a15206bc56df","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":106,"box":{"x":89,"y":172,"width":864,"height":13}},{"id":"6f5b3a4e-45e6-41ed-9e1a-1dab161d0093","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":106,"box":{"x":89,"y":188,"width":849,"height":12}},{"id":"7552cc28-917c-420f-bfeb-d54a42880a87","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":106,"box":{"x":89,"y":203,"width":866,"height":12}},{"id":"764f8bd6-66bc-42c9-a9bc-17e0655af59e","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":106,"box":{"x":89,"y":218,"width":698,"height":12}},{"id":"c7f649c9-7260-4401-ace7-d49b8544e870","block_type":"box","text":"i.e.","page_number":106,"box":{"x":789,"y":219,"width":17,"height":8}},{"id":"33f8129a-7cad-49d0-a4c7-eae7b2d46b75","block_type":"box","text":", the date on which a","page_number":106,"box":{"x":808,"y":218,"width":146,"height":11}},{"id":"550a03eb-50b4-4443-920f-fcda4d933752","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":106,"box":{"x":89,"y":233,"width":866,"height":12}},{"id":"83928e75-14c9-42c0-a732-3dffd7c5e4f1","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":106,"box":{"x":89,"y":248,"width":863,"height":12}},{"id":"f5385328-a0d7-4146-a87d-909637179db9","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":106,"box":{"x":89,"y":263,"width":862,"height":12}},{"id":"e1ddedf5-3bdd-4cd5-89b5-c1bce6c081be","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":106,"box":{"x":89,"y":290,"width":843,"height":12}},{"id":"eacfca46-d574-4ce9-a5da-b6a3165546e7","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":106,"box":{"x":89,"y":305,"width":859,"height":12}},{"id":"e0d51df3-85fc-4c15-a829-e74042caf872","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":106,"box":{"x":89,"y":320,"width":855,"height":12}},{"id":"d266cc92-78ce-42d8-8c35-3de5f8a9a38b","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":106,"box":{"x":89,"y":335,"width":868,"height":12}},{"id":"d1f0e8fc-953b-4a36-8e5d-907b66aa979b","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":106,"box":{"x":89,"y":350,"width":845,"height":12}},{"id":"8e17e804-f9aa-489c-8d39-684577bf5cd7","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":106,"box":{"x":89,"y":365,"width":870,"height":12}},{"id":"52b786a8-b572-4ae6-aaf9-9d2dd3e8d479","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":106,"box":{"x":89,"y":380,"width":504,"height":13}},{"id":"5f8c5d2a-ce3a-402e-ad5a-85c128f0119b","block_type":"box","text":"Sales of Shares.","page_number":106,"box":{"x":88,"y":407,"width":113,"height":10}},{"id":"f24e67b8-c8e3-447e-bc93-5a0ca2218053","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":106,"box":{"x":210,"y":407,"width":743,"height":12}},{"id":"978cb7a2-45c9-4d18-8772-5c288a96eb36","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":106,"box":{"x":89,"y":422,"width":868,"height":12}},{"id":"feb76f2a-60e7-4f66-acbc-83dcad08b29b","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":106,"box":{"x":88,"y":437,"width":876,"height":12}},{"id":"9d808cb5-3053-4537-8925-f2587709b008","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":106,"box":{"x":89,"y":452,"width":866,"height":12}},{"id":"0a4aa90c-a398-4f99-8aff-6af635c39251","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":106,"box":{"x":88,"y":467,"width":863,"height":13}},{"id":"ff47c074-f952-4da3-b9aa-68122026416e","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":106,"box":{"x":88,"y":482,"width":875,"height":13}},{"id":"4788a9b0-3290-42b9-8d12-b6b753302616","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":106,"box":{"x":89,"y":497,"width":860,"height":13}},{"id":"9c3f2382-b99f-4d1a-a6d5-967bb54dd11b","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":106,"box":{"x":89,"y":513,"width":810,"height":12}},{"id":"28bb3315-82e7-4567-8789-7c5c327934f5","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":106,"box":{"x":89,"y":528,"width":871,"height":12}},{"id":"07a9f319-1a74-468a-82c3-4952ef53580e","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":106,"box":{"x":88,"y":543,"width":841,"height":12}},{"id":"4fa258f2-a533-4126-8b5e-be5f28b6db5a","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":106,"box":{"x":89,"y":558,"width":865,"height":12}},{"id":"cd93f2ab-b022-45f4-a0f3-b171b0f0d7f1","block_type":"box","text":"Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":106,"box":{"x":89,"y":573,"width":557,"height":12}},{"id":"9699adf1-f08e-43c8-96a6-d6f699027dc0","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":106,"box":{"x":89,"y":599,"width":864,"height":13}},{"id":"0eb9dd8b-78fb-494d-b47d-95ae9d66ee6d","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":106,"box":{"x":89,"y":615,"width":854,"height":12}},{"id":"08595401-34bf-4a5a-8c37-61545bf261d4","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":106,"box":{"x":89,"y":630,"width":368,"height":12}},{"id":"525237e0-00a1-4e1c-9c77-95d814ce2c73","block_type":"box","text":"e.g.","page_number":106,"box":{"x":458,"y":633,"width":23,"height":9}},{"id":"08312b5c-d492-4a0e-874f-3d559a4b886a","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":106,"box":{"x":483,"y":630,"width":463,"height":12}},{"id":"1405a6db-f5fb-4ea4-b6e1-b386b3daa1b6","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":106,"box":{"x":89,"y":645,"width":875,"height":12}},{"id":"37f82fb5-1e5e-4786-b602-e7df357f4cc3","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":106,"box":{"x":89,"y":660,"width":870,"height":12}},{"id":"b3366ebe-fe07-4441-8c51-ba6e19b86ce8","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":106,"box":{"x":89,"y":675,"width":839,"height":12}},{"id":"870a58b3-2ef6-4eb3-bd16-1d9d50ccb87b","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":106,"box":{"x":89,"y":690,"width":874,"height":13}},{"id":"89debd6a-d394-4d70-a4c6-c7c48bd78d68","block_type":"box","text":"mutual funds.","page_number":106,"box":{"x":89,"y":705,"width":96,"height":10}},{"id":"6641095a-b1c5-4f16-9e5f-18da3c4cb778","block_type":"box","text":"Backup Withholding.","page_number":106,"box":{"x":89,"y":732,"width":150,"height":12}},{"id":"507863f4-fd77-40c0-abee-1a1fcfe183d4","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":106,"box":{"x":249,"y":732,"width":707,"height":12}},{"id":"5685d1b5-2843-422a-95e9-379efbf80574","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":106,"box":{"x":89,"y":747,"width":868,"height":12}},{"id":"7d9a5eb6-60e3-4319-8d77-a03efae31412","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":106,"box":{"x":89,"y":762,"width":828,"height":12}},{"id":"68f751d7-ee69-4e5a-a1cd-54d937c47aac","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":106,"box":{"x":89,"y":777,"width":874,"height":12}},{"id":"6251813c-2194-4222-b8e0-aeef39792131","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":106,"box":{"x":89,"y":792,"width":853,"height":13}},{"id":"dd85e2d4-a77a-4943-ac2c-b30a0a506d0b","block_type":"box","text":"income tax liability.","page_number":106,"box":{"x":89,"y":807,"width":132,"height":13}},{"id":"530a8233-482d-4d33-9967-9a0f948b727d","block_type":"box","text":"Sections 351 and 362.","page_number":106,"box":{"x":88,"y":834,"width":159,"height":10}},{"id":"986fee66-e5f1-454e-b407-90523933093c","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":106,"box":{"x":256,"y":834,"width":675,"height":12}},{"id":"e5c3d9b8-f518-4659-9079-eb7c16a660ca","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":106,"box":{"x":89,"y":849,"width":824,"height":12}},{"id":"70907f3a-db86-4c3d-a1b8-64da7e0e5039","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":106,"box":{"x":89,"y":864,"width":864,"height":12}},{"id":"4829b466-6fb0-455b-80ea-4207e3e431d7","block_type":"box","text":"99","page_number":106,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d822088e-a2cc-4f18-bb21-803c6a59ba44","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":107,"box":{"x":89,"y":44,"width":841,"height":12}},{"id":"1f718b62-7e25-4e07-96aa-cdba98676deb","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":107,"box":{"x":89,"y":59,"width":865,"height":12}},{"id":"c664fdbf-c440-4eb8-a20e-d3b16ea66a22","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":107,"box":{"x":88,"y":74,"width":861,"height":12}},{"id":"c0418d1d-28de-40aa-9ce4-f0fdb6e0a030","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":107,"box":{"x":89,"y":89,"width":858,"height":13}},{"id":"1bcf1c4d-49d8-4a18-a1c5-3c86016cf690","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":107,"box":{"x":88,"y":104,"width":841,"height":13}},{"id":"89fa43d2-4b88-4867-b318-3186c8c38197","block_type":"box","text":"require information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":107,"box":{"x":89,"y":119,"width":776,"height":13}},{"id":"692f50b2-15a8-43eb-9a74-b9d937854bcc","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":107,"box":{"x":88,"y":146,"width":225,"height":10}},{"id":"5c50c069-95dc-44cd-9e79-dadde1af4a2c","block_type":"box","text":"A Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":107,"box":{"x":322,"y":146,"width":612,"height":12}},{"id":"96b860d6-4487-4807-97e6-ccd1341c4324","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":107,"box":{"x":89,"y":161,"width":865,"height":12}},{"id":"799db47b-86f4-4c6d-b7fc-d97c99657f82","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":107,"box":{"x":89,"y":176,"width":848,"height":13}},{"id":"e6e62aa8-15a8-4112-9e8a-2ac5761c60af","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":107,"box":{"x":89,"y":191,"width":789,"height":13}},{"id":"fa32f81b-44ce-46b3-9b50-3a99cbc91401","block_type":"box","text":"i.e.","page_number":107,"box":{"x":879,"y":192,"width":18,"height":9}},{"id":"6c6ac069-8548-4e21-a05a-cc0b6594018c","block_type":"box","text":", may","page_number":107,"box":{"x":899,"y":194,"width":37,"height":10}},{"id":"b663808c-ddb9-4f33-8734-8d91f15e7f3a","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":107,"box":{"x":89,"y":206,"width":856,"height":13}},{"id":"6fef4166-ee6b-4fdf-a6d7-ff38143a0a35","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":107,"box":{"x":88,"y":222,"width":856,"height":12}},{"id":"70bc5907-ca8c-438e-bddf-d530a3eb5ede","block_type":"box","text":"(a) will require a Fund to mark-to-market certain types of the positions in its portfolio (","page_number":107,"box":{"x":89,"y":237,"width":607,"height":12}},{"id":"2e28573f-7844-4a80-b624-e2e940dcb914","block_type":"box","text":"i.e.","page_number":107,"box":{"x":697,"y":238,"width":18,"height":8}},{"id":"1c57efd6-cc90-40da-bd39-26172d8441c3","block_type":"box","text":", treat them as if they were closed","page_number":107,"box":{"x":717,"y":237,"width":235,"height":12}},{"id":"81e73c3a-349b-4a36-8bc7-c55fba8105f6","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":107,"box":{"x":89,"y":252,"width":819,"height":12}},{"id":"193caaac-2442-4794-96f4-4aa52ff31413","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":107,"box":{"x":89,"y":267,"width":876,"height":12}},{"id":"e5c938c4-5290-4567-841e-698c7b9497c7","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":107,"box":{"x":88,"y":282,"width":879,"height":12}},{"id":"7960da98-34b9-41cd-8a76-d8fc7516b7f3","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":107,"box":{"x":89,"y":297,"width":816,"height":12}},{"id":"b7e8e55f-aba4-4c22-9f20-487ee6b69fb8","block_type":"box","text":"contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of a Fund as a RIC.","page_number":107,"box":{"x":89,"y":312,"width":856,"height":13}},{"id":"0d901ead-d275-4f42-b7c3-a204865762e2","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":107,"box":{"x":88,"y":339,"width":846,"height":12}},{"id":"183492bb-cdf7-4c2b-9dca-e15ec23bfcd0","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":107,"box":{"x":88,"y":354,"width":854,"height":12}},{"id":"531f7409-7300-4e00-8679-91dbc5b19723","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":107,"box":{"x":88,"y":369,"width":870,"height":12}},{"id":"d0b5fe6b-e39b-424e-bc62-89ca640083cc","block_type":"box","text":"unrealized gain or loss on those positions will be included in a Fund’s income as if each position had been sold for its fair","page_number":107,"box":{"x":89,"y":384,"width":843,"height":12}},{"id":"08617845-01bd-4a42-b057-847a1ac320af","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":107,"box":{"x":89,"y":399,"width":844,"height":13}},{"id":"d1962d6d-93c0-4469-839f-ba539bb1e3f0","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":107,"box":{"x":89,"y":414,"width":854,"height":13}},{"id":"fb7a7fd2-c584-4c92-a997-8d89fee7fa49","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":107,"box":{"x":89,"y":429,"width":838,"height":13}},{"id":"cc834c76-ed20-47aa-a84b-9ec8b91f4aa4","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":107,"box":{"x":88,"y":445,"width":860,"height":12}},{"id":"67d623e9-1671-4ef5-8588-0715ba3be03d","block_type":"box","text":"regardless of the period of time the positions were actually held by a Fund.","page_number":107,"box":{"x":89,"y":460,"width":520,"height":12}},{"id":"757b4ded-c647-4f79-a5bb-00519c04b162","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":107,"box":{"x":88,"y":486,"width":849,"height":12}},{"id":"fe7bb70e-2e7b-4bd4-972a-9010b651fafb","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":107,"box":{"x":89,"y":501,"width":808,"height":13}},{"id":"608655fa-66a7-475e-8101-5bee52bc34f0","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":107,"box":{"x":88,"y":516,"width":864,"height":13}},{"id":"64a2b8fd-efd8-4113-8998-a0da342c861b","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":107,"box":{"x":89,"y":531,"width":878,"height":13}},{"id":"96cd7f69-041e-4ccc-966b-bd080b4347da","block_type":"box","text":"more than one year). With respect to certain types of swaps, a Fund may be required to currently recognize income or loss","page_number":107,"box":{"x":89,"y":547,"width":855,"height":12}},{"id":"99aca572-2aeb-44c9-84ce-167495a91465","block_type":"box","text":"with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market","page_number":107,"box":{"x":88,"y":562,"width":845,"height":12}},{"id":"4de620bf-b09f-4d38-b008-dc1dc7f4e2a3","block_type":"box","text":"annually for tax purposes as ordinary income or loss.","page_number":107,"box":{"x":89,"y":577,"width":369,"height":12}},{"id":"d77e5a7e-de1d-4bf4-9369-d9f6afb6397d","block_type":"box","text":"Qualified Dividend Income.","page_number":107,"box":{"x":89,"y":603,"width":196,"height":11}},{"id":"ff65526b-1379-4980-b0ab-86377fb88386","block_type":"box","text":"Distributions by a Fund of investment company taxable income (including any short-term","page_number":107,"box":{"x":294,"y":603,"width":627,"height":13}},{"id":"9ecc289a-6dea-44b3-8177-5c63d5069ed7","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":107,"box":{"x":89,"y":618,"width":861,"height":13}},{"id":"5d4278f6-bb7f-46f7-aca8-f5ef5b78e30b","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":107,"box":{"x":88,"y":633,"width":850,"height":13}},{"id":"2d6597a1-9b57-4df6-9133-255973465bd7","block_type":"box","text":"securities it holds and a Fund reports the distribution as qualified dividend income. Qualified dividend income is, in general,","page_number":107,"box":{"x":89,"y":649,"width":861,"height":12}},{"id":"19e7f444-3af7-41a9-b17e-335bed4dd17e","block_type":"box","text":"dividend income from taxable U.S. corporations (but generally not from U.S. REITs) and certain non-U.S. corporations (","page_number":107,"box":{"x":89,"y":664,"width":831,"height":12}},{"id":"5ce48e98-18fe-4219-b8fc-0061823f3952","block_type":"box","text":"e.g.","page_number":107,"box":{"x":921,"y":667,"width":23,"height":9}},{"id":"0945c158-1c85-4ae3-a1ee-63a01abc6869","block_type":"box","text":",","page_number":107,"box":{"x":946,"y":672,"width":2,"height":3}},{"id":"2a2963b3-7437-441b-b9c1-0cfd4f09ee11","block_type":"box","text":"non-U.S. corporations that are not PFICs and which are incorporated in a possession of the U.S. or in certain countries with a","page_number":107,"box":{"x":89,"y":679,"width":872,"height":12}},{"id":"c3ecc23c-a593-45a1-ab35-625ef2b58650","block_type":"box","text":"comprehensive tax treaty with the U.S., or the stock of which is readily tradable on an established securities market in the","page_number":107,"box":{"x":89,"y":694,"width":848,"height":12}},{"id":"890b48ef-1580-4d79-9329-40a0b489ae69","block_type":"box","text":"U.S. (where the dividends are paid with respect to such stock)). Substitute payments received by a Fund for securities lent out","page_number":107,"box":{"x":89,"y":709,"width":879,"height":12}},{"id":"31601397-682f-4ef2-ba23-4909d570c30d","block_type":"box","text":"by a Fund will not be qualified dividend income.","page_number":107,"box":{"x":89,"y":724,"width":332,"height":13}},{"id":"dc318595-dff6-4752-b1b2-63d7021efc74","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":107,"box":{"x":88,"y":751,"width":855,"height":12}},{"id":"8311b8f6-7c84-4844-a549-02f93463b69a","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":107,"box":{"x":88,"y":766,"width":838,"height":12}},{"id":"d07f488a-236e-45cd-8a2b-690f73dc8484","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":107,"box":{"x":89,"y":781,"width":823,"height":12}},{"id":"f99a65b1-c07c-4359-abe1-a0686beea3f2","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":107,"box":{"x":89,"y":796,"width":866,"height":12}},{"id":"a11b26bd-788a-42f9-8ac8-c59f550c6754","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":107,"box":{"x":89,"y":811,"width":860,"height":12}},{"id":"8e4b0a8f-2f58-4f6e-b4d5-e99a86fb729e","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":107,"box":{"x":88,"y":826,"width":847,"height":13}},{"id":"18f47930-d351-4ec1-b399-377cf182c204","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":107,"box":{"x":89,"y":841,"width":872,"height":13}},{"id":"ee721c89-e3f3-4404-8a65-1d38fbbe4cf6","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":107,"box":{"x":89,"y":856,"width":843,"height":13}},{"id":"4b7c492b-2418-452c-9514-c3674dfffc1c","block_type":"box","text":"100","page_number":107,"box":{"x":517,"y":894,"width":24,"height":9}},{"id":"26da79a8-c4ce-4cd3-9a9f-ee045937d5cf","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":108,"box":{"x":88,"y":44,"width":867,"height":12}},{"id":"a505784a-02cd-4da4-a8d0-55cc3746e753","block_type":"box","text":"as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend income","page_number":108,"box":{"x":89,"y":59,"width":825,"height":12}},{"id":"c4cb369e-33bc-49ab-93ef-10e2baa2a4e3","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":108,"box":{"x":89,"y":74,"width":807,"height":12}},{"id":"4992b159-9d04-4b23-a0c5-2ae0e7cdaa37","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":108,"box":{"x":89,"y":89,"width":843,"height":13}},{"id":"70c88a1a-5e4e-4745-9833-bfad80dd17d9","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":108,"box":{"x":89,"y":104,"width":864,"height":13}},{"id":"c5d1453d-6667-457f-b3da-874877a18b22","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":108,"box":{"x":89,"y":119,"width":877,"height":13}},{"id":"679d4875-8c68-40bc-a0aa-74dd217e2e2f","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":108,"box":{"x":89,"y":135,"width":832,"height":12}},{"id":"0f622016-5049-4f70-b283-8142ef254fc0","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":108,"box":{"x":89,"y":150,"width":870,"height":12}},{"id":"cb672c59-0a32-48ae-be72-7f9d547e0536","block_type":"box","text":"income.","page_number":108,"box":{"x":89,"y":166,"width":54,"height":9}},{"id":"95f8dda8-98ab-419d-b0b0-3923084266e6","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":108,"box":{"x":89,"y":191,"width":300,"height":13}},{"id":"82608e9f-f12c-44b7-ab94-6a45be0d73c0","block_type":"box","text":"Dividends paid by a Fund that are attributable to dividends received by the Fund","page_number":108,"box":{"x":399,"y":191,"width":557,"height":13}},{"id":"1e72bca1-18ca-4391-86d0-e3bbaa7ceddf","block_type":"box","text":"from U.S. corporations may qualify for the U.S. federal dividends received deduction for corporations. A 46-day minimum","page_number":108,"box":{"x":88,"y":206,"width":847,"height":13}},{"id":"fd4fdac2-6b05-4c19-bf8e-e79eeab63fbd","block_type":"box","text":"holding period during the 90-day period that begins 45 days prior to ex-dividend date (or 91-day minimum holding period","page_number":108,"box":{"x":89,"y":222,"width":855,"height":12}},{"id":"d9393c1a-b631-45b5-b05d-e72fe2f26fab","block_type":"box","text":"during the 180 period beginning 90 days prior to ex-dividend date for certain preference dividends) during which risk of loss","page_number":108,"box":{"x":89,"y":237,"width":869,"height":12}},{"id":"a2fa7c37-f4a0-4c68-86a0-d6aefb5d607f","block_type":"box","text":"may not be diminished is required for the applicable shares, at both the Fund and shareholder level, for a dividend to be","page_number":108,"box":{"x":89,"y":252,"width":835,"height":12}},{"id":"ea9c0f6e-bd0f-4a59-94de-8cac6e67fae2","block_type":"box","text":"eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable to","page_number":108,"box":{"x":89,"y":267,"width":865,"height":12}},{"id":"755585f5-a54e-4a16-898e-a577a559824e","block_type":"box","text":"the investment.","page_number":108,"box":{"x":88,"y":282,"width":108,"height":10}},{"id":"cbe149bb-41e0-487c-9dbe-716bc2b33347","block_type":"box","text":"Excess Inclusion Income.","page_number":108,"box":{"x":89,"y":308,"width":180,"height":10}},{"id":"0dbb4b39-a085-4f9a-ace4-0fded535fb2e","block_type":"box","text":"Under current law, the Funds serve to block unrelated business taxable income (“UBTI”) from","page_number":108,"box":{"x":278,"y":308,"width":652,"height":13}},{"id":"f712d545-6fb2-4292-8aa8-539702f0390e","block_type":"box","text":"being realized by their tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI","page_number":108,"box":{"x":89,"y":324,"width":872,"height":12}},{"id":"950304f0-452d-4701-bdc1-dcb3ad94e9fc","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":108,"box":{"x":89,"y":339,"width":859,"height":12}},{"id":"8d7a68df-447b-4d72-93e2-1aa54d11fc1c","block_type":"box","text":"shareholder within the meaning of Section 514(b) of the Internal Revenue Code. Certain types of income received by a Fund","page_number":108,"box":{"x":89,"y":354,"width":865,"height":12}},{"id":"cf1d7e75-09bc-47a0-86d5-e74ee08a08ef","block_type":"box","text":"from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the Fund to","page_number":108,"box":{"x":88,"y":369,"width":864,"height":12}},{"id":"e5c3a9b4-f3ef-4c41-b81d-b5609c7f0fc5","block_type":"box","text":"report some or all of its distributions as “excess inclusion income.” To Fund shareholders, such excess inclusion income may:","page_number":108,"box":{"x":89,"y":384,"width":873,"height":12}},{"id":"f5853844-5e73-46ed-a62a-cf49fe8d93a5","block_type":"box","text":"(i) constitute taxable income, as UBTI for those shareholders who would otherwise be tax-exempt such as individual","page_number":108,"box":{"x":89,"y":399,"width":814,"height":13}},{"id":"e5c9ecaa-24a6-41dd-a4c6-dad42d71836e","block_type":"box","text":"retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset by","page_number":108,"box":{"x":89,"y":414,"width":816,"height":13}},{"id":"be2b469f-cd67-484a-9a51-5d6b5c3c352f","block_type":"box","text":"otherwise allowable deductions for tax purposes; (iii) not be eligible for reduced U.S. withholding for non-U.S. shareholders","page_number":108,"box":{"x":89,"y":429,"width":860,"height":13}},{"id":"97d490f8-66e6-401e-8ea7-daa1ba757452","block_type":"box","text":"even from tax treaty countries; and (iv) cause the Fund to be subject to tax if certain “disqualified organizations,” as defined","page_number":108,"box":{"x":89,"y":445,"width":864,"height":12}},{"id":"1d3bca88-744e-485d-b54a-1ef7d9769328","block_type":"box","text":"by the Internal Revenue Code, are Fund shareholders. If a charitable remainder annuity trust or a charitable remainder","page_number":108,"box":{"x":89,"y":460,"width":823,"height":12}},{"id":"bc33f4e8-7ee6-4f54-b121-1642fd7fd3c5","block_type":"box","text":"unitrust (each as defined in Section 664 of the Internal Revenue Code) has UBTI for a taxable year, a 100% excise tax on the","page_number":108,"box":{"x":89,"y":475,"width":864,"height":12}},{"id":"81263fac-384b-4826-8115-b52e5e9b026e","block_type":"box","text":"UBTI is imposed on the trust.","page_number":108,"box":{"x":89,"y":490,"width":201,"height":12}},{"id":"72b913ea-4a3d-4daf-96a2-a1f531fdd00b","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":108,"box":{"x":88,"y":516,"width":874,"height":13}},{"id":"1e57a8f2-9179-4e1e-8343-663352c23aad","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":108,"box":{"x":89,"y":531,"width":868,"height":13}},{"id":"3d98d29e-6af4-43e2-9f83-45f1b22fe0e1","block_type":"box","text":"may change its investment program, a Fund may not be successful in avoiding the consequences described above.","page_number":108,"box":{"x":89,"y":547,"width":802,"height":12}},{"id":"60357960-64e7-4e9f-8e76-d420dd2f9e1d","block_type":"box","text":"Avoidance of investments in REITs that generate excess inclusion income may require a Fund to forego otherwise attractive","page_number":108,"box":{"x":88,"y":562,"width":863,"height":12}},{"id":"c8af6d05-6575-4d5c-a25d-b286d03419ec","block_type":"box","text":"investment opportunities.","page_number":108,"box":{"x":89,"y":578,"width":179,"height":11}},{"id":"2ba658dc-2208-40b5-ae7b-e543af8e2b12","block_type":"box","text":"Non-U.S. Investments.","page_number":108,"box":{"x":89,"y":604,"width":159,"height":9}},{"id":"c78dac40-b4bf-4fd4-bdd4-921f854b1f10","block_type":"box","text":"Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in","page_number":108,"box":{"x":257,"y":603,"width":656,"height":13}},{"id":"288108aa-236f-4983-9376-f90da77738c0","block_type":"box","text":"exchange rates between the time a Fund accrues income or receivables or expenses or other liabilities denominated in a non","page_number":108,"box":{"x":89,"y":618,"width":877,"height":13}},{"id":"e5cec99e-8605-4aa8-94ba-8f31667322cf","block_type":"box","text":"U.S. currency and the time a Fund actually collects such income or pays such liabilities are generally treated as ordinary","page_number":108,"box":{"x":89,"y":633,"width":834,"height":13}},{"id":"68b606e6-a98d-4979-aaca-b022e1008dc8","block_type":"box","text":"income or ordinary loss. In general, gains (and losses) realized on debt instruments will be treated as Section 988 gain (or","page_number":108,"box":{"x":89,"y":649,"width":850,"height":12}},{"id":"783f2294-e4d2-400c-a461-ed40544b3b0a","block_type":"box","text":"loss) to the extent attributable to changes in exchange rates between the U.S. dollar and the currencies in which the","page_number":108,"box":{"x":89,"y":664,"width":811,"height":12}},{"id":"31131f5b-588c-43a7-b4a5-5719e4ced288","block_type":"box","text":"instruments are denominated. Similarly, gains or losses on non-U.S. currency, non-U.S. currency forward contracts and","page_number":108,"box":{"x":89,"y":679,"width":830,"height":12}},{"id":"6dd28147-3f96-4309-8fc3-063ac980e09a","block_type":"box","text":"certain non-U.S. currency options or futures contracts denominated in non-U.S. currency, to the extent attributable to","page_number":108,"box":{"x":89,"y":694,"width":823,"height":12}},{"id":"f30c3c99-c00b-4cfa-9aed-254fe86f8121","block_type":"box","text":"fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss","page_number":108,"box":{"x":88,"y":709,"width":842,"height":12}},{"id":"bd1aa57b-22b5-417f-a316-95f4d282e108","block_type":"box","text":"unless a Fund was to elect otherwise.","page_number":108,"box":{"x":89,"y":724,"width":260,"height":10}},{"id":"dc434bb9-d8ae-4953-9cf2-64847641cfa4","block_type":"box","text":"Each Fund may be subject to non-U.S. income taxes withheld at the source. Each Fund, if permitted to do so, may elect to","page_number":108,"box":{"x":89,"y":751,"width":850,"height":12}},{"id":"465e79d0-a1f1-4f36-981f-ce8c0f8a925f","block_type":"box","text":"“pass through” to its investors the amount of non-U.S. income taxes paid by the Fund provided that the Fund held the","page_number":108,"box":{"x":89,"y":766,"width":825,"height":12}},{"id":"c9ac08c1-00a4-4a63-a4dd-caf72767d184","block_type":"box","text":"security on the dividend settlement date and for at least 15 additional days immediately before and/or thereafter, with the","page_number":108,"box":{"x":89,"y":781,"width":853,"height":12}},{"id":"38af8734-1f80-4a1a-bf94-75397bbf75d6","block_type":"box","text":"result that each investor with respect to shares of the Fund held for a minimum 16-day holding period at the time of deemed","page_number":108,"box":{"x":89,"y":796,"width":873,"height":12}},{"id":"f0b874bd-c62f-469f-927e-aea9d4980793","block_type":"box","text":"distribution will (i) include in gross income, even though not actually received, the investor’s pro rata share of the Fund’s","page_number":108,"box":{"x":89,"y":811,"width":842,"height":12}},{"id":"f85e8e89-cfb2-41db-9531-c880ae8c0cd1","block_type":"box","text":"non-U.S. income taxes, and (ii) either deduct (in calculating U.S. taxable income, but only for investors who itemize their","page_number":108,"box":{"x":89,"y":826,"width":840,"height":13}},{"id":"3ee360e1-17e3-4d0d-81d9-88f044278a24","block_type":"box","text":"deductions on their personal tax returns) or credit (in calculating U.S. federal income tax) the investor’s pro rata share of the","page_number":108,"box":{"x":89,"y":841,"width":868,"height":13}},{"id":"79debe16-7e14-4a40-9bf3-35e5773a1084","block_type":"box","text":"Fund’s non-U.S. income taxes. Withholding taxes on dividends on non-U.S. securities while such securities are lent out by the","page_number":108,"box":{"x":89,"y":856,"width":876,"height":13}},{"id":"f98755bc-2fd2-4e84-a411-c1684097b793","block_type":"box","text":"101","page_number":108,"box":{"x":517,"y":894,"width":21,"height":9}},{"id":"341e09a5-8e7e-4af0-86f6-0157d161c6f4","block_type":"box","text":"Fund are not eligible for non-U.S. tax credit pass through. Taxes not “passed through” for tax purposes will not be available to","page_number":109,"box":{"x":89,"y":44,"width":878,"height":12}},{"id":"6bc01920-d922-4463-b77f-b3e943ee9662","block_type":"box","text":"shareholders for foreign tax credit purposes. A non-U.S. person invested in a Fund in a year that the Fund elects to “pass","page_number":109,"box":{"x":89,"y":59,"width":841,"height":12}},{"id":"219bdad4-3a06-4260-bb17-c7a7b1b72448","block_type":"box","text":"through” its non-U.S. taxes may be treated as receiving additional dividend income subject to U.S. withholding tax. A non","page_number":109,"box":{"x":88,"y":74,"width":855,"height":12}},{"id":"b85bcc27-41e2-47f3-93a3-c2fd03e20078","block_type":"box","text":"U.S. tax credit may not exceed the investor’s U.S. federal income tax otherwise payable with respect to the investor’s non-U.S.","page_number":109,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"5ba4a770-09f6-4c0f-b9d5-7de0ef15ba34","block_type":"box","text":"source income. For this purpose, shareholders must treat as non-U.S. source gross income (i) their proportionate shares of","page_number":109,"box":{"x":89,"y":104,"width":860,"height":13}},{"id":"cdb85ad8-00b0-4b07-b2fc-80ccd80e3aa4","block_type":"box","text":"non-U.S. taxes paid by a Fund and (ii) the portion of any dividend paid by the Fund that represents income derived from non","page_number":109,"box":{"x":89,"y":119,"width":874,"height":13}},{"id":"6e1520b6-bc05-4191-b486-3938e9a74112","block_type":"box","text":"U.S. sources; the Fund’s gain from the sale of securities will generally be treated as U.S.-source income. Certain limitations","page_number":109,"box":{"x":89,"y":135,"width":853,"height":12}},{"id":"8507eb0d-18bc-4fef-8316-11cf0b9b8860","block_type":"box","text":"will be imposed to the extent to which the non-U.S. tax credit may be claimed. If your Fund shares are loaned pursuant to","page_number":109,"box":{"x":88,"y":150,"width":850,"height":12}},{"id":"9b7d4163-3456-471f-b8e8-0f4b62796d67","block_type":"box","text":"securities lending arrangements, you may lose the ability to use any non-U.S. tax credits passed through by a Fund or to treat","page_number":109,"box":{"x":89,"y":165,"width":876,"height":12}},{"id":"1abe14eb-ecd6-4773-b1bf-ea5b25935618","block_type":"box","text":"Fund dividends (paid while the shares are held by the borrower) as qualified dividends. Regarding a short sale with respect to","page_number":109,"box":{"x":89,"y":180,"width":874,"height":12}},{"id":"96b13000-ec05-4f20-8ddf-78496156ba88","block_type":"box","text":"shares of a Fund, substitute payments made to the lender of such shares may not be deductible under certain circumstances.","page_number":109,"box":{"x":89,"y":195,"width":877,"height":12}},{"id":"0f8686e5-25c6-4ace-b783-2df2115b2511","block_type":"box","text":"Consult your financial intermediary or tax advisor.","page_number":109,"box":{"x":89,"y":210,"width":347,"height":13}},{"id":"c27606f2-b1ba-40c6-96b5-c8b4aa2dddf0","block_type":"box","text":"Passive Foreign Investment Companies.","page_number":109,"box":{"x":89,"y":237,"width":284,"height":12}},{"id":"3f839524-9044-4bdc-8847-55bb2b4d72ce","block_type":"box","text":"If a Fund purchases shares in PFICs, it may be subject to U.S. federal income tax on","page_number":109,"box":{"x":383,"y":237,"width":577,"height":12}},{"id":"a9f700ab-1258-4e34-9971-ff7374136290","block_type":"box","text":"a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a","page_number":109,"box":{"x":89,"y":252,"width":833,"height":12}},{"id":"9f8782c7-3406-4684-8daa-d50aed4bf610","block_type":"box","text":"taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on the Fund in","page_number":109,"box":{"x":88,"y":267,"width":870,"height":12}},{"id":"ad3753fb-52ec-4325-afdc-2610252d2b74","block_type":"box","text":"respect of deferred taxes arising from such distributions or gains.","page_number":109,"box":{"x":89,"y":282,"width":455,"height":12}},{"id":"a41fcf5e-586b-446f-a139-14ce9c8b103a","block_type":"box","text":"If a Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Internal Revenue Code, in","page_number":109,"box":{"x":89,"y":308,"width":873,"height":13}},{"id":"1743c529-31f2-4693-88c6-28e625d67983","block_type":"box","text":"lieu of the foregoing requirements, a Fund might be required to include in income each year a portion of the ordinary","page_number":109,"box":{"x":89,"y":324,"width":818,"height":12}},{"id":"72b5a43f-9f0d-4363-b59e-6fa49f49ff63","block_type":"box","text":"earnings and net capital gains of the qualified electing fund, even if not distributed to a Fund, and such amounts would be","page_number":109,"box":{"x":89,"y":339,"width":855,"height":12}},{"id":"f9233711-8133-48ce-857b-e81e1feca874","block_type":"box","text":"subject to the 90% and excise tax distribution requirements described above. In order to make this election, a Fund would be","page_number":109,"box":{"x":89,"y":354,"width":874,"height":12}},{"id":"e101c58d-0ab2-49a7-8c5f-c6232d805171","block_type":"box","text":"required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to","page_number":109,"box":{"x":89,"y":369,"width":832,"height":12}},{"id":"8903ace0-5c2f-4cda-b94e-fd3201d846d4","block_type":"box","text":"obtain.","page_number":109,"box":{"x":89,"y":384,"width":47,"height":10}},{"id":"23b4a519-6829-4e94-a522-b3ac0014a6c0","block_type":"box","text":"Alternatively, a Fund may make a mark-to-market election that would result in a Fund being treated as if it had sold and","page_number":109,"box":{"x":88,"y":410,"width":838,"height":13}},{"id":"9877672a-22e3-44f4-9dd9-c5ff3af8e228","block_type":"box","text":"repurchased its PFIC stock at the end of each year. In such case, a Fund would report any such gains as ordinary income and","page_number":109,"box":{"x":89,"y":426,"width":870,"height":12}},{"id":"d0791afc-3ec9-4e38-99be-bc7767dab17f","block_type":"box","text":"would deduct any such losses as ordinary losses to the extent of previously recognized gains. The election must be made","page_number":109,"box":{"x":88,"y":441,"width":848,"height":12}},{"id":"fe7e8986-1c94-4f69-8fa2-c53625c0d0a4","block_type":"box","text":"separately for each PFIC owned by a Fund and, once made, would be effective for all subsequent taxable years, unless","page_number":109,"box":{"x":89,"y":456,"width":822,"height":12}},{"id":"777c385a-2782-4c08-b687-1358e83d9b00","block_type":"box","text":"revoked with the consent of the IRS. By making the election, a Fund could potentially ameliorate the adverse tax","page_number":109,"box":{"x":89,"y":471,"width":783,"height":12}},{"id":"3a3c6592-97a1-4b0f-956c-423cdd495402","block_type":"box","text":"consequences with respect to its ownership of shares in a PFIC, but in any particular year may be required to recognize","page_number":109,"box":{"x":89,"y":486,"width":830,"height":12}},{"id":"d1ad2cf1-d633-4bd4-9a4d-40f21d4eff07","block_type":"box","text":"income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. A Fund may","page_number":109,"box":{"x":89,"y":501,"width":845,"height":13}},{"id":"a637e356-e06b-4974-9fb0-f58173386d79","block_type":"box","text":"have to distribute this “phantom” income and gain to satisfy the 90% distribution requirement and to avoid imposition of the","page_number":109,"box":{"x":89,"y":516,"width":876,"height":13}},{"id":"030cc743-0038-4238-b23a-e8669b3f189a","block_type":"box","text":"4% excise tax.","page_number":109,"box":{"x":88,"y":532,"width":99,"height":9}},{"id":"dd275036-9e78-4a95-9507-fa32ff452003","block_type":"box","text":"Each Fund will make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the","page_number":109,"box":{"x":89,"y":558,"width":878,"height":12}},{"id":"d771da3a-e53f-43aa-a923-b83902dd39ed","block_type":"box","text":"effects of these rules.","page_number":109,"box":{"x":89,"y":573,"width":147,"height":10}},{"id":"da182fdc-0ce5-4e2b-b517-692c468eb849","block_type":"box","text":"Reporting.","page_number":109,"box":{"x":89,"y":600,"width":74,"height":12}},{"id":"1505e39b-0c17-49ba-930e-083ebcf84e61","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":109,"box":{"x":173,"y":599,"width":720,"height":13}},{"id":"79f1efea-67f9-48ba-a5e4-020b9a3eecf1","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":109,"box":{"x":89,"y":615,"width":871,"height":12}},{"id":"3adcea7a-a274-446b-8d75-7deddc480e1a","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":109,"box":{"x":89,"y":630,"width":855,"height":12}},{"id":"dda1c140-fa80-4be6-bd77-b2be03f58c6f","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":109,"box":{"x":89,"y":645,"width":797,"height":12}},{"id":"f467b421-2d9d-47e9-bb4a-d5d31e6069c0","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":109,"box":{"x":89,"y":660,"width":851,"height":12}},{"id":"56d75d5e-1bd4-4f67-9644-3ad65d43d93f","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":109,"box":{"x":89,"y":675,"width":868,"height":12}},{"id":"c1a3bc25-e925-4634-b499-0ad104560733","block_type":"box","text":"Other Taxes.","page_number":109,"box":{"x":89,"y":702,"width":89,"height":9}},{"id":"566877eb-37e0-4bf0-a954-f2502516368e","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":109,"box":{"x":188,"y":702,"width":758,"height":12}},{"id":"ef0cb5a1-cb96-4a05-bf89-d7ba1d49ed2d","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":109,"box":{"x":88,"y":717,"width":414,"height":12}},{"id":"098febdc-9b47-4323-b472-20f1371d8bce","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":109,"box":{"x":88,"y":743,"width":252,"height":10}},{"id":"8074ef6c-d612-4cb4-92ff-146edee27099","block_type":"box","text":"Dividends paid by a Fund to non-U.S. shareholders are generally subject to withholding","page_number":109,"box":{"x":350,"y":743,"width":608,"height":12}},{"id":"fb9af471-23cb-4d19-89db-343cc6c54dcd","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":109,"box":{"x":88,"y":758,"width":879,"height":13}},{"id":"2568fb13-4c5e-4a27-b732-675971a34fc9","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":109,"box":{"x":89,"y":773,"width":869,"height":13}},{"id":"f94d9e99-cbad-4fc8-8e15-afc0e67eee93","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":109,"box":{"x":89,"y":788,"width":869,"height":13}},{"id":"9d6e6c09-522a-4514-84d8-a3a94de4e2c8","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":109,"box":{"x":88,"y":804,"width":864,"height":12}},{"id":"55c14950-a092-41e8-9c4f-dd53459bae74","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":109,"box":{"x":88,"y":819,"width":868,"height":12}},{"id":"0cb090fc-220a-43fa-8b29-05a177c232c3","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":109,"box":{"x":89,"y":834,"width":852,"height":12}},{"id":"b8276abd-8b5f-46e6-acd5-1a0c14e93980","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":109,"box":{"x":88,"y":849,"width":828,"height":12}},{"id":"40672623-b45c-47ed-922c-6d9b764ed370","block_type":"box","text":"102","page_number":109,"box":{"x":517,"y":894,"width":23,"height":9}},{"id":"d20dca6e-d267-4b1c-bb2f-a34a16a1ca0b","block_type":"box","text":"shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch","page_number":110,"box":{"x":89,"y":44,"width":837,"height":12}},{"id":"4a921104-8d93-4a45-854b-d15b7fa214f3","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":110,"box":{"x":89,"y":59,"width":876,"height":12}},{"id":"425eaadf-f213-4370-bf73-a028cd2968f6","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":110,"box":{"x":89,"y":74,"width":751,"height":12}},{"id":"4571330f-4e1e-4d07-afe5-58ce9483bc2f","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of a","page_number":110,"box":{"x":89,"y":101,"width":845,"height":12}},{"id":"4a2a7f9d-c48b-4314-ba79-6fd97621e443","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":110,"box":{"x":89,"y":116,"width":827,"height":12}},{"id":"070e604d-5c52-4f20-892d-e536d13468e0","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":110,"box":{"x":89,"y":131,"width":835,"height":12}},{"id":"a45d6521-2ca8-4a0e-8603-49c0ec922457","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":110,"box":{"x":89,"y":146,"width":867,"height":12}},{"id":"5dc86e6b-6cf2-44ec-9a1e-0b07f2da7b83","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":110,"box":{"x":89,"y":161,"width":866,"height":12}},{"id":"78cf1d8b-ef89-472f-ba76-c6ba28eaaad1","block_type":"box","text":"taxable year). However, depending on its circumstances, a Fund may report all, some or none of its potentially eligible","page_number":110,"box":{"x":88,"y":176,"width":823,"height":13}},{"id":"a421436d-5266-4275-b8b5-06323136ec79","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":110,"box":{"x":89,"y":191,"width":870,"height":13}},{"id":"4b906d0a-d9c3-444e-a4fa-18c71d338743","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":110,"box":{"x":89,"y":206,"width":856,"height":13}},{"id":"bc0e3012-653a-4f4b-ad9f-ce2b0293813a","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":110,"box":{"x":89,"y":222,"width":853,"height":12}},{"id":"01f18d6c-da8e-40bf-b324-bc6f4b73c0bb","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":110,"box":{"x":89,"y":237,"width":838,"height":12}},{"id":"159fc03f-7c77-476b-9bc2-1c815b0dec46","block_type":"box","text":"intermediary, the intermediary may withhold even if a Fund reports the payment as qualified net interest income or qualified","page_number":110,"box":{"x":89,"y":252,"width":868,"height":12}},{"id":"6afbf257-7849-4b72-8e02-84165284f25e","block_type":"box","text":"short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these","page_number":110,"box":{"x":89,"y":267,"width":854,"height":12}},{"id":"21045b45-4fc1-4512-8612-2faae95e8774","block_type":"box","text":"rules to their accounts.","page_number":110,"box":{"x":89,"y":282,"width":159,"height":10}},{"id":"c46f5611-5e5f-4160-9671-5e97784aeef6","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":110,"box":{"x":88,"y":308,"width":862,"height":13}},{"id":"6aad1c0c-8967-4d8b-b7a2-762e6a533d9e","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":110,"box":{"x":89,"y":324,"width":864,"height":12}},{"id":"0b3a40f8-4ff5-4de9-8198-4f4ac6aecb0d","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":110,"box":{"x":89,"y":339,"width":850,"height":12}},{"id":"b9dd21f4-14f8-4d64-848b-cacc619f956f","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":110,"box":{"x":89,"y":354,"width":870,"height":12}},{"id":"77665dbd-2509-45c5-a677-998b634fe130","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":110,"box":{"x":88,"y":369,"width":875,"height":12}},{"id":"6e6f962c-d985-42dc-aa88-893577051ffe","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":110,"box":{"x":88,"y":384,"width":835,"height":12}},{"id":"d5786e98-98c6-404f-af6d-8ea42b916f57","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":110,"box":{"x":89,"y":399,"width":822,"height":13}},{"id":"0a3be4b3-f06e-49bb-ad89-9715a3084f5f","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":110,"box":{"x":88,"y":414,"width":726,"height":13}},{"id":"fa133a53-5108-406d-83b2-4ad7de1ad257","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":110,"box":{"x":88,"y":441,"width":846,"height":12}},{"id":"05f0d492-1a8e-44cf-9b26-7b8e2b23da81","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":110,"box":{"x":89,"y":456,"width":860,"height":12}},{"id":"b013bfdb-fbbe-4057-9501-2d09cd0af4e1","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":110,"box":{"x":88,"y":471,"width":881,"height":12}},{"id":"bf43eff9-bb83-4669-b417-571edf21d0a6","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":110,"box":{"x":89,"y":486,"width":857,"height":12}},{"id":"96459cc3-dcdb-4f5c-b79e-cd6bdf1f230b","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":110,"box":{"x":89,"y":501,"width":870,"height":13}},{"id":"2694650d-f2fe-4596-8ade-908f6e6095bb","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":110,"box":{"x":88,"y":516,"width":664,"height":13}},{"id":"fad11749-2835-4e9f-9b1a-9b93f216818a","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":110,"box":{"x":88,"y":543,"width":874,"height":12}},{"id":"b60cd4ba-6911-464c-8dbc-8811b5fdac71","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":110,"box":{"x":89,"y":558,"width":539,"height":12}},{"id":"a5cbe807-483a-4ebe-96ab-3408db07d05b","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":110,"box":{"x":88,"y":584,"width":871,"height":13}},{"id":"73a0a431-f6b4-4eae-bf87-c3cb7b824921","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":110,"box":{"x":88,"y":599,"width":822,"height":13}},{"id":"bf449aa7-6c2c-4c43-891e-25a0a87e60e8","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":110,"box":{"x":89,"y":615,"width":866,"height":12}},{"id":"8da4b1ac-d931-4aaa-ab6b-8abce96ad2a9","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":110,"box":{"x":89,"y":630,"width":846,"height":12}},{"id":"6bb02663-300c-4468-92fc-7c28744d891d","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":110,"box":{"x":89,"y":645,"width":841,"height":12}},{"id":"a561ec5e-220a-4290-b0eb-543887fe9afa","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":110,"box":{"x":89,"y":660,"width":817,"height":12}},{"id":"afb7749b-513b-4efb-871b-02a4c89d47d6","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":110,"box":{"x":89,"y":675,"width":830,"height":12}},{"id":"43e20d0d-7037-4eb8-be77-48cb1b51d6cf","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":110,"box":{"x":89,"y":690,"width":861,"height":13}},{"id":"fe12578d-f143-4560-95ae-b427dc5f5f0f","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":110,"box":{"x":89,"y":705,"width":835,"height":13}},{"id":"e644c882-6a5c-4874-9e20-c410a202f71a","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":110,"box":{"x":89,"y":720,"width":873,"height":13}},{"id":"bed5d6c7-b990-432c-a5fa-07e484c0bce8","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":110,"box":{"x":89,"y":736,"width":849,"height":12}},{"id":"55c4467e-6617-4884-b1af-1677ebbff703","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":110,"box":{"x":89,"y":751,"width":862,"height":12}},{"id":"560cf19e-f0b8-493c-a0c1-75811426c9c3","block_type":"box","text":"unless certain exceptions apply.","page_number":110,"box":{"x":89,"y":766,"width":220,"height":12}},{"id":"b85fce86-0ff0-46e6-a16e-df275cc96007","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":110,"box":{"x":88,"y":792,"width":857,"height":13}},{"id":"5e4ad8fe-2501-4f6b-b4c8-2848f43ec661","block_type":"box","text":"estate tax.","page_number":110,"box":{"x":89,"y":809,"width":70,"height":8}},{"id":"4fd39a88-e0c9-4ec7-a12d-000e425ef5a5","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":110,"box":{"x":88,"y":834,"width":872,"height":12}},{"id":"198251cf-c7b7-49d8-912f-c80fc2c0326c","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":110,"box":{"x":89,"y":849,"width":864,"height":12}},{"id":"20a0e36f-364d-4172-9a37-1cca12a01485","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":110,"box":{"x":89,"y":864,"width":874,"height":12}},{"id":"dd891cd1-52e6-4978-9e79-d49be6c13076","block_type":"box","text":"103","page_number":110,"box":{"x":517,"y":894,"width":23,"height":9}},{"id":"7fa91fc2-1e55-4384-8751-b261b74eaf77","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":111,"box":{"x":89,"y":44,"width":782,"height":12}},{"id":"7943bb22-3361-47c3-a2b3-4a78e9714e33","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":111,"box":{"x":89,"y":59,"width":826,"height":12}},{"id":"60815718-e19c-4960-ad32-2c2aba40e024","block_type":"box","text":"discussed above, and such changes often occur.","page_number":111,"box":{"x":89,"y":74,"width":336,"height":12}},{"id":"fee3d704-a1ca-4753-899f-774e97b8f64c","block_type":"box","text":"Financial Statements","page_number":111,"box":{"x":91,"y":105,"width":348,"height":23}},{"id":"0ca77b0d-0a50-48f3-8556-cb48cf3b1b23","block_type":"box","text":"Each Fund’s financial statements, financial highlights and notes thereto and the report therein of PricewaterhouseCoopers","page_number":111,"box":{"x":89,"y":146,"width":856,"height":12}},{"id":"6808a44e-a0d3-49ed-8ffa-f8ccaee8bcf8","block_type":"box","text":"LLP, an independent registered public accounting firm, appearing in the Fund’s Form N-CSR are incorporated in this SAI by","page_number":111,"box":{"x":89,"y":161,"width":857,"height":12}},{"id":"e9303ac2-289d-42d6-8555-71190656b256","block_type":"box","text":"reference. No other portions of a Fund’s Form N-CSR are incorporated by reference herein. Each Fund’s Form N-CSR is","page_number":111,"box":{"x":89,"y":176,"width":825,"height":13}},{"id":"efce4bba-1dc4-40b1-b220-49a2c7f7e693","block_type":"box","text":"located here. A copy of each Fund’s Annual and Semi-Annual Reports and Annual and Semi-Annual Financial Statements","page_number":111,"box":{"x":89,"y":191,"width":850,"height":13}},{"id":"08431bbe-e900-42d4-9593-91e02059db6b","block_type":"box","text":"may be obtained without charge as described on the cover page of this SAI.","page_number":111,"box":{"x":89,"y":206,"width":528,"height":13}},{"id":"2ffd2fed-a438-4c0a-b074-feae7b990143","block_type":"box","text":"Miscellaneous Information","page_number":111,"box":{"x":90,"y":237,"width":446,"height":23}},{"id":"039f6ccc-07ac-4f65-b44f-888a05171869","block_type":"box","text":"Counsel.","page_number":111,"box":{"x":89,"y":278,"width":61,"height":10}},{"id":"b34021ea-50a1-4b00-be10-81bad6afa9a6","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":111,"box":{"x":159,"y":278,"width":733,"height":13}},{"id":"bca4f411-cd96-4c15-9fa8-283cca49dd42","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":111,"box":{"x":89,"y":305,"width":349,"height":12}},{"id":"1349f790-c456-4675-961e-e9ba54ad8f61","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":111,"box":{"x":448,"y":305,"width":488,"height":12}},{"id":"83eb15d3-8ded-4dc6-b4a8-b5b79a782aa1","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Funds’","page_number":111,"box":{"x":89,"y":320,"width":867,"height":12}},{"id":"df4f575a-f6b4-4e34-95ce-992a37e94bfc","block_type":"box","text":"financial statements, and may perform other services.","page_number":111,"box":{"x":88,"y":335,"width":377,"height":12}},{"id":"bce486f5-ed98-42f3-aea4-ded1fbde05d3","block_type":"box","text":"Shareholder Communications to the Board.","page_number":111,"box":{"x":88,"y":361,"width":313,"height":10}},{"id":"ecbb75ec-3a8a-405d-a1a6-7a85660b7e4f","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":111,"box":{"x":409,"y":361,"width":555,"height":13}},{"id":"d468beb2-490e-43bb-a8cb-0e9abdd137ce","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":111,"box":{"x":89,"y":376,"width":863,"height":13}},{"id":"a0b4fd5f-8c58-4ade-8623-39697cbad072","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":111,"box":{"x":89,"y":392,"width":796,"height":11}},{"id":"c7a00c7a-87cf-4547-b98b-c7d46b6197d5","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":111,"box":{"x":89,"y":407,"width":868,"height":12}},{"id":"42548cb8-18fc-4882-91f4-0d5162f07541","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":111,"box":{"x":89,"y":422,"width":863,"height":12}},{"id":"34f690ca-4491-4452-9852-4a2df82c457f","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":111,"box":{"x":89,"y":437,"width":814,"height":12}},{"id":"f53449c6-fe23-47d5-9edc-8b7c4f2c7ad8","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":111,"box":{"x":89,"y":452,"width":867,"height":12}},{"id":"cdcfcbea-d1d8-47ff-8499-f6101fc32b60","block_type":"box","text":"Trust and reported to the Board.","page_number":111,"box":{"x":88,"y":467,"width":224,"height":13}},{"id":"8f751184-829b-42ba-bdd6-8f5720db4bc9","block_type":"box","text":"Investors’ Rights.","page_number":111,"box":{"x":89,"y":494,"width":122,"height":12}},{"id":"54fb3713-c51a-4bfc-8314-ec81197c77a2","block_type":"box","text":"Each Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":111,"box":{"x":221,"y":494,"width":668,"height":12}},{"id":"53f4d76c-9351-4206-a674-46590aa09abf","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":111,"box":{"x":89,"y":509,"width":859,"height":12}},{"id":"3493400b-4898-4f2c-928a-a7533e671112","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":111,"box":{"x":89,"y":524,"width":869,"height":12}},{"id":"f69914af-bc66-4423-8dbe-5dd73da40b37","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":111,"box":{"x":89,"y":539,"width":876,"height":12}},{"id":"1c28a13d-e865-4d02-bb71-f639485129d0","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":111,"box":{"x":89,"y":554,"width":876,"height":12}},{"id":"e031f3e4-b5c1-41d1-879b-ef8b712fb733","block_type":"box","text":"relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law against a Fund","page_number":111,"box":{"x":89,"y":569,"width":865,"height":13}},{"id":"e096e4f1-1c27-400c-aa77-0e7e46b2ede8","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":111,"box":{"x":89,"y":584,"width":870,"height":13}},{"id":"c159dda8-e73e-4b85-b129-4be24af67bba","block_type":"box","text":"provider in connection with its investment in a Fund, such investor should consult its own legal advisor.","page_number":111,"box":{"x":89,"y":599,"width":722,"height":13}},{"id":"6cdf8616-e87d-4885-b9b0-19b2038e0f38","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":111,"box":{"x":89,"y":626,"width":872,"height":12}},{"id":"b5783562-15da-4a54-b6f0-382348c04cbe","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":111,"box":{"x":89,"y":641,"width":829,"height":12}},{"id":"c27b0411-a139-4716-ba4c-66eb3dbdff14","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":111,"box":{"x":88,"y":656,"width":828,"height":13}},{"id":"5d604c40-51e5-45b5-b2db-9a8ccff5937d","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":111,"box":{"x":89,"y":671,"width":567,"height":13}},{"id":"9aded685-7108-4faf-9305-529f769c8682","block_type":"box","text":"104","page_number":111,"box":{"x":517,"y":894,"width":24,"height":9}},{"id":"7c7b3ea4-ed85-44b0-9846-792bb375582a","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":112,"box":{"x":88,"y":44,"width":578,"height":30}},{"id":"1659f1b2-5ba0-4f20-8992-2c8bf069ed87","block_type":"box","text":"A-1","page_number":112,"box":{"x":515,"y":894,"width":23,"height":9}},{"id":"429b9bfe-c9c7-42dc-857d-332b010d20cc","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":113,"box":{"x":122,"y":44,"width":812,"height":30}},{"id":"472e090a-b83b-42db-9e61-cf8cfd3eada1","block_type":"box","text":"Proxy Voting Policy","page_number":113,"box":{"x":364,"y":77,"width":331,"height":30}},{"id":"2e15909c-f80b-4e1f-af94-db8126c49266","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":113,"box":{"x":88,"y":121,"width":484,"height":12}},{"id":"ceb7a92a-f588-4cba-9fa1-ad07d489161b","block_type":"box","text":"Effective Date: January 1, 2025","page_number":113,"box":{"x":89,"y":147,"width":218,"height":13}},{"id":"a11d92c8-ccaf-4fde-a7e1-959b00f79ce9","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":113,"box":{"x":89,"y":174,"width":275,"height":12}},{"id":"eed305ee-afac-4900-a9d1-db264b569114","block_type":"box","text":"________________________________________","page_number":113,"box":{"x":88,"y":211,"width":326,"height":0}},{"id":"9b757032-9f5e-4d52-abb4-b0e762c9a4f5","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":113,"box":{"x":88,"y":227,"width":507,"height":12}},{"id":"fae7a1e7-f974-47cf-91f4-b939370e53a5","block_type":"box","text":"□","page_number":113,"box":{"x":89,"y":254,"width":14,"height":11}},{"id":"c36f0ad9-a81a-428c-a56a-fcb27eec2c00","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":113,"box":{"x":110,"y":253,"width":391,"height":12}},{"id":"9c6ef80c-fb3f-43ee-a20b-88b4439ede48","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":113,"box":{"x":109,"y":279,"width":596,"height":13}},{"id":"852bb45b-0124-4c12-b3ca-1b9d788193fe","block_type":"box","text":"□","page_number":113,"box":{"x":89,"y":307,"width":14,"height":11}},{"id":"4d1c7cb0-1796-4799-b440-13a0d07d8117","block_type":"box","text":"Money Market Funds","page_number":113,"box":{"x":109,"y":306,"width":148,"height":12}},{"id":"40c2c602-9d2f-4179-9426-dde423ffd95f","block_type":"box","text":"□","page_number":113,"box":{"x":89,"y":333,"width":14,"height":11}},{"id":"02378590-13bb-4b17-8ac4-5ffbb4271bbb","block_type":"box","text":"Closed-End Funds","page_number":113,"box":{"x":109,"y":332,"width":126,"height":10}},{"id":"ddb7fcc1-2dfa-4b39-83db-b93b4500a7f7","block_type":"box","text":"□","page_number":113,"box":{"x":89,"y":359,"width":14,"height":12}},{"id":"7f5c3a82-e3f7-4c3e-a071-733d1435ac5a","block_type":"box","text":"Other","page_number":113,"box":{"x":109,"y":359,"width":40,"height":10}},{"id":"9a2379c5-539f-4b8a-9ace-fd24ce62ee28","block_type":"box","text":"________________________________________","page_number":113,"box":{"x":88,"y":396,"width":326,"height":0}},{"id":"4c37d5b2-f708-40d3-9530-50349660b61e","block_type":"box","text":"Objective and Scope","page_number":113,"box":{"x":89,"y":412,"width":146,"height":12}},{"id":"77ad478e-0077-4035-a341-a392a6adca50","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":113,"box":{"x":88,"y":438,"width":623,"height":13}},{"id":"4539ecbf-928d-4bc5-b672-054b22b06297","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":113,"box":{"x":89,"y":465,"width":356,"height":12}},{"id":"cee5e6e6-1383-4726-9916-70a34efad4ed","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":113,"box":{"x":88,"y":491,"width":873,"height":12}},{"id":"ae8c7bfe-b76c-40ad-986a-8be8fd2c80f0","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":113,"box":{"x":89,"y":506,"width":835,"height":13}},{"id":"6a18967f-6188-44c9-a517-c4f099aeed63","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":113,"box":{"x":89,"y":521,"width":853,"height":13}},{"id":"036113c2-54e3-497a-a408-48ba5d7adb55","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":113,"box":{"x":88,"y":536,"width":878,"height":13}},{"id":"7e7dbb93-7b3b-4cd5-bdaf-4da5a1dca7b9","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":113,"box":{"x":88,"y":552,"width":850,"height":12}},{"id":"3eaa1cfb-757b-4429-ac2d-6133f7f20260","block_type":"box","text":"agreements.","page_number":113,"box":{"x":89,"y":568,"width":85,"height":11}},{"id":"5caaad60-32cf-44cd-8b58-5b0282b468c4","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":113,"box":{"x":89,"y":593,"width":849,"height":13}},{"id":"f9c4858b-d677-4f96-ad20-55d38480993a","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":113,"box":{"x":88,"y":608,"width":821,"height":13}},{"id":"f0db55d5-9233-4acf-ad4a-5bc2fe58646f","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":113,"box":{"x":89,"y":623,"width":874,"height":13}},{"id":"2d481f30-b3f8-4a07-8330-43d9db681d56","block_type":"box","text":"any.","page_number":113,"box":{"x":89,"y":642,"width":25,"height":9}},{"id":"8431008a-a178-41ed-922f-ce3c1930f43c","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":113,"box":{"x":89,"y":665,"width":876,"height":12}},{"id":"f5b12bee-8725-4f47-bd11-b3d7ee395f1c","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":113,"box":{"x":89,"y":680,"width":611,"height":12}},{"id":"2937c9bb-b51f-4de8-bdb2-a69433cd8ef0","block_type":"box","text":"Conflicts Management","page_number":113,"box":{"x":89,"y":707,"width":164,"height":12}},{"id":"9d2e0143-9d86-4252-9c4b-1f08c80c27ab","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":113,"box":{"x":89,"y":733,"width":860,"height":12}},{"id":"7c831447-c52a-4c2b-80de-488137323172","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":113,"box":{"x":89,"y":748,"width":775,"height":12}},{"id":"f84b5a2e-3c86-453f-a824-6da01112e970","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":113,"box":{"x":89,"y":763,"width":851,"height":13}},{"id":"3b78b67c-c0de-4805-a445-7091bf195ca7","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":113,"box":{"x":89,"y":778,"width":875,"height":13}},{"id":"7f062650-9d09-4547-9236-b44af655f066","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":113,"box":{"x":89,"y":793,"width":844,"height":13}},{"id":"329fed1d-87dd-4fc5-b049-71b33d08a265","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":113,"box":{"x":89,"y":809,"width":646,"height":12}},{"id":"e76592b7-6775-45ea-be01-63959145a954","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":113,"box":{"x":89,"y":835,"width":769,"height":12}},{"id":"8fa6db35-3504-48b2-84be-8087de78ec8f","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":113,"box":{"x":89,"y":850,"width":784,"height":13}},{"id":"53a47933-cb40-44ed-8be9-7f4a8008770f","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":113,"box":{"x":89,"y":865,"width":452,"height":13}},{"id":"7136aa0a-5310-4a84-9e69-3747eefe6c60","block_type":"box","text":"A-2","page_number":113,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"c9e30b84-3e05-44b4-bcf6-8d89368fc2ba","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":114,"box":{"x":88,"y":44,"width":869,"height":12}},{"id":"0b3f0db3-ddbf-4f5e-9bcd-f41b44e526ca","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":114,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"ddb0470a-3c8c-4aa4-b8db-0b6b39d43813","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":114,"box":{"x":88,"y":74,"width":764,"height":12}},{"id":"9d70957b-7343-4797-86d7-3a47669342bb","block_type":"box","text":"Reports to the Board","page_number":114,"box":{"x":89,"y":101,"width":147,"height":12}},{"id":"9b4b76fd-cf86-4313-b66b-8e5e7e025176","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":114,"box":{"x":89,"y":127,"width":860,"height":12}},{"id":"81959940-f232-416c-82e0-bafff879b735","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":114,"box":{"x":89,"y":142,"width":863,"height":12}},{"id":"ae28f9aa-2d70-41cf-9aa5-4da74aac6113","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":114,"box":{"x":89,"y":157,"width":854,"height":13}},{"id":"c24a2c8a-2e03-4803-9dd4-68a7a5528ba7","block_type":"box","text":"that have not previously been reported.","page_number":114,"box":{"x":88,"y":172,"width":275,"height":13}},{"id":"ba24ab67-3d20-4e24-b13c-699bc2df76eb","block_type":"box","text":"Appendix A","page_number":114,"box":{"x":88,"y":199,"width":85,"height":12}},{"id":"03270f60-fa35-4701-994c-802661e3163e","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":114,"box":{"x":89,"y":225,"width":336,"height":10}},{"id":"f208ad15-e95f-4b53-aa65-165e72efb8c4","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":114,"box":{"x":89,"y":252,"width":402,"height":9}},{"id":"2bfe76a9-c965-4c98-b1f0-cfb3970552eb","block_type":"box","text":"A-3","page_number":114,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"671bdac3-bf94-4423-a3ec-004857b740a8","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":115,"box":{"x":168,"y":44,"width":721,"height":30}},{"id":"868154a3-6ccc-4368-8712-10c6837e51a7","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":115,"box":{"x":89,"y":88,"width":303,"height":12}},{"id":"23b3c0d5-77ca-40ad-b944-e8d50438a6a5","block_type":"box","text":"Effective as of January 2026","page_number":115,"box":{"x":106,"y":114,"width":198,"height":13}},{"id":"fed3e874-c9da-4d63-9a63-1f655e6b780d","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":115,"box":{"x":170,"y":177,"width":716,"height":9}},{"id":"5fc24f18-c931-40fd-8b1a-9a40638c3bf1","block_type":"box","text":"Introduction to BlackRock","page_number":115,"box":{"x":171,"y":195,"width":180,"height":10}},{"id":"cb9c9bc3-e302-48f4-93ee-c1023a7970f6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":115,"box":{"x":356,"y":196,"width":530,"height":9}},{"id":"1c25b233-cdc7-49d0-88b7-27c06b7a9f98","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":115,"box":{"x":170,"y":214,"width":340,"height":12}},{"id":"71da444f-fd99-480c-9f8c-259965c5eca0","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":115,"box":{"x":512,"y":214,"width":374,"height":10}},{"id":"9bd915b0-f8f2-4c07-96ee-4ed75cd56eb3","block_type":"box","text":"Our approach to stewardship within active equities","page_number":115,"box":{"x":170,"y":233,"width":356,"height":12}},{"id":"c52a24ab-2b4a-4eb6-89fd-c2c976d86ea0","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":115,"box":{"x":532,"y":233,"width":354,"height":10}},{"id":"fc6db3a1-d620-4cee-8b66-c75e4727868b","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":115,"box":{"x":170,"y":252,"width":347,"height":12}},{"id":"53354e2c-c7a1-4c01-8dd9-911739eb2e0e","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":115,"box":{"x":519,"y":252,"width":367,"height":9}},{"id":"041854e2-9512-4718-a4a8-390413be5720","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":115,"box":{"x":171,"y":271,"width":715,"height":9}},{"id":"f88362fb-7bf1-42ea-b45d-aecfc68c5043","block_type":"box","text":"Executive compensation","page_number":115,"box":{"x":171,"y":290,"width":169,"height":12}},{"id":"48a7739b-cc6a-4a8d-943b-2f67d6f49b73","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":115,"box":{"x":343,"y":290,"width":543,"height":9}},{"id":"a7dfb9e4-ccc7-4a60-9b7b-72a5e5018daf","block_type":"box","text":"Non-executive director compensation","page_number":115,"box":{"x":171,"y":308,"width":263,"height":13}},{"id":"456e62bb-ce84-461c-9385-03eb5655b1fc","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":115,"box":{"x":440,"y":309,"width":446,"height":9}},{"id":"73094dea-383e-4132-8f60-d3f98dc7fa33","block_type":"box","text":"Capital structure","page_number":115,"box":{"x":170,"y":327,"width":116,"height":13}},{"id":"32282e7a-0e73-434a-ac51-2e21a844f249","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":115,"box":{"x":290,"y":328,"width":596,"height":9}},{"id":"f6795e32-444b-4b94-8b9b-a7b52fa2e09a","block_type":"box","text":"Transactions and special situations","page_number":115,"box":{"x":169,"y":346,"width":245,"height":13}},{"id":"68641b7c-0f98-4ac6-9268-6b17886dde9b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":115,"box":{"x":421,"y":347,"width":465,"height":9}},{"id":"af71cbb5-a2c9-44a4-8a0a-f7eb0d31814b","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":115,"box":{"x":170,"y":365,"width":341,"height":12}},{"id":"c3e3728a-9c70-4415-b005-6d87b2092efb","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":115,"box":{"x":512,"y":366,"width":371,"height":9}},{"id":"23852a3e-9660-444b-9a5e-712150f463be","block_type":"box","text":"Shareholder rights and protections","page_number":115,"box":{"x":170,"y":384,"width":243,"height":12}},{"id":"06f1b8dd-9f6a-47bb-a476-10c46f7a6509","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":115,"box":{"x":421,"y":385,"width":465,"height":9}},{"id":"3c3ff039-38b3-48bd-acd9-b2efb0e6c397","block_type":"box","text":"Shareholder proposals","page_number":115,"box":{"x":170,"y":403,"width":156,"height":12}},{"id":"6674e22f-b385-4f6f-8ec2-3cf2e32e6c0b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":115,"box":{"x":329,"y":403,"width":557,"height":10}},{"id":"d6b9e903-f91b-44d1-989b-02d2476c4cc4","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":115,"box":{"x":170,"y":422,"width":716,"height":12}},{"id":"4e2f18fa-0217-4f4d-94d1-6aa895a3089f","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":115,"box":{"x":170,"y":441,"width":373,"height":12}},{"id":"d8cc5e7a-b806-48cd-a3d8-6558eb663f93","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":115,"box":{"x":545,"y":441,"width":341,"height":9}},{"id":"3a26cfb0-6e24-4491-ad1b-3069f1dbee29","block_type":"box","text":"Key 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responsibilities","page_number":115,"box":{"x":170,"y":497,"width":621,"height":13}},{"id":"66e7b33a-6d22-4838-9382-da51244ee872","block_type":"box","text":". . . . . . . . . .A-15","page_number":115,"box":{"x":793,"y":498,"width":93,"height":9}},{"id":"6102f7c7-6722-454f-b6bb-ace9079d5138","block_type":"box","text":"Overview","page_number":115,"box":{"x":89,"y":531,"width":67,"height":9}},{"id":"6fa26548-7471-442d-b563-ba54ea20b1c6","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":115,"box":{"x":88,"y":557,"width":828,"height":12}},{"id":"cb6303f7-d9d3-4c13-9366-a5e3352d5ce6","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with 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companies alongside and on behalf of those teams when appropriate. The team is responsible for","page_number":115,"box":{"x":89,"y":602,"width":820,"height":12}},{"id":"2c4a7a1e-13dc-46b7-989d-94332473fbad","block_type":"box","text":"establishing voting guidelines for the active equity platform, providing vote recommendations and operationalizing voting","page_number":115,"box":{"x":89,"y":617,"width":850,"height":12}},{"id":"a65e6aa2-4cfe-4f8a-bb84-b97ed0e3a151","block_type":"box","text":"decisions. The guidance informs the voting recommendations BAIS makes to BlackRock’s active portfolio managers. It","page_number":115,"box":{"x":89,"y":632,"width":827,"height":13}},{"id":"2fbbcd84-8b56-4df1-aa17-17e4eb376471","block_type":"box","text":"applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions strategies. It","page_number":115,"box":{"x":89,"y":647,"width":871,"height":13}},{"id":"c0322353-2d9e-41c5-9bf8-953f5c35aa7e","block_type":"box","text":"also may apply to holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting","page_number":115,"box":{"x":89,"y":662,"width":871,"height":13}},{"id":"500763eb-f391-4ae8-965a-3882fe55c48a","block_type":"box","text":"securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have discretion as","page_number":115,"box":{"x":89,"y":678,"width":874,"height":12}},{"id":"787caab6-1f79-49dd-b7a0-7482da17f06b","block_type":"box","text":"to how they integrate these guidelines within their investment processes in light of their clients’ or funds’ investment","page_number":115,"box":{"x":88,"y":693,"width":818,"height":12}},{"id":"a249ebfc-9b25-4d39-a80a-cbe407d7e8cd","block_type":"box","text":"objectives. There are separate, independently developed principles and voting policies that are applied to BlackRock’s index","page_number":115,"box":{"x":89,"y":708,"width":861,"height":12}},{"id":"7b110b42-54e5-4d82-8272-6c6e9104a9a3","block_type":"box","text":"equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":115,"box":{"x":89,"y":723,"width":663,"height":12}},{"id":"4ed490a8-3f57-401a-8c26-1e61f1ee30ee","block_type":"box","text":"(1) This document includes BAIS’ benchmark policy, which covers nearly all active equity holdings in BlackRock’s fundamental equity, systematic eq","page_number":115,"box":{"x":89,"y":790,"width":840,"height":10}},{"id":"1e5c4228-50c7-4325-a6b7-69c68b57a0c5","block_type":"box","text":"uity","page_number":115,"box":{"x":930,"y":791,"width":21,"height":9}},{"id":"665a49b3-8160-48e5-aea3-990bae446112","block_type":"box","text":"and multi-asset solutions strategies. The benchmark policy also may apply to holdings in BlackRock’s index and active fixed income strategies, to th","page_number":115,"box":{"x":121,"y":803,"width":828,"height":10}},{"id":"5f521dfe-0cd2-4f43-94bc-cde1c6295021","block_type":"box","text":"e","page_number":115,"box":{"x":950,"y":805,"width":6,"height":6}},{"id":"04478505-0035-47c1-84c8-870d67ff334e","block_type":"box","text":"extent those strategies hold voting securities or conduct issuer engagements. This document also includes BAIS’ decarbonization policy, which cov","page_number":115,"box":{"x":121,"y":816,"width":824,"height":9}},{"id":"fdb1ad06-d728-4e62-85ab-7e4e03d3058b","block_type":"box","text":"ers","page_number":115,"box":{"x":946,"y":818,"width":16,"height":5}},{"id":"06235245-13a0-4366-b025-0b6d198d85ac","block_type":"box","text":"holdings in BlackRock active funds that have climate and decarbonization objectives in addition to financial objectives.","page_number":115,"box":{"x":121,"y":828,"width":662,"height":10}},{"id":"2f145a70-9f2e-4b3f-b73d-003149cf90e4","block_type":"box","text":"(2) BlackRock segmented active and index equity investment functions, including stewardship, in January 2025 as part of a strategic initiative to un","page_number":115,"box":{"x":89,"y":843,"width":833,"height":10}},{"id":"ab05fb6b-f02a-4d3a-b161-b288b5101b8e","block_type":"box","text":"lock the","page_number":115,"box":{"x":924,"y":843,"width":44,"height":8}},{"id":"c6aefae8-7b6c-4677-959d-0e6a42e12a50","block_type":"box","text":"full breadth of the firm’s active and private markets capabilities for clients. As a result, there are two stewardship teams, which operate independe","page_number":115,"box":{"x":121,"y":856,"width":815,"height":10}},{"id":"c648613e-21a9-4c28-81c8-0eb401627cd6","block_type":"box","text":"ntly","page_number":115,"box":{"x":938,"y":856,"width":20,"height":10}},{"id":"ada2b354-c8eb-4316-ac63-20c6967ecaee","block_type":"box","text":"of one another and have separate voting policies.","page_number":115,"box":{"x":121,"y":868,"width":274,"height":10}},{"id":"cce71fdc-6756-4947-8e12-1dcfe774fd05","block_type":"box","text":"A-4","page_number":115,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"5a9d859a-d5c9-4fde-952d-43ff9caa62f9","block_type":"box","text":"Introduction to BlackRock","page_number":116,"box":{"x":89,"y":44,"width":187,"height":10}},{"id":"6e3239d7-ece3-4b0f-9b2c-9a9e3e42448a","block_type":"box","text":"BlackRock’s mission is to help more people invest better. The money BlackRock manages is not its own — it belongs to","page_number":116,"box":{"x":89,"y":70,"width":831,"height":13}},{"id":"40934dbd-f0eb-401f-81e5-1fa1691e2bb1","block_type":"box","text":"BlackRock’s clients, many of whom make their own asset allocation and portfolio construction decisions. As a fiduciary,","page_number":116,"box":{"x":89,"y":85,"width":835,"height":13}},{"id":"9c95ff48-bb0c-43e8-a836-d2ce0f7c3724","block_type":"box","text":"BlackRock invests on clients’ behalf to help them meet their investment objectives. The firm does this by understanding","page_number":116,"box":{"x":89,"y":101,"width":834,"height":12}},{"id":"037d6bfd-53bf-4414-a896-e2855472a1b3","block_type":"box","text":"clients’ long-term investment objectives and offering choice on how and where they wish to invest their money. BlackRock","page_number":116,"box":{"x":89,"y":116,"width":857,"height":12}},{"id":"74b3df3f-0e05-425c-834b-3df5bfde9c09","block_type":"box","text":"then helps clients seek the best risk-adjusted returns based on those choices, underpinning this work with research, data and","page_number":116,"box":{"x":88,"y":131,"width":878,"height":12}},{"id":"baddb686-76b8-4c97-9fb4-39134061745d","block_type":"box","text":"analytics.","page_number":116,"box":{"x":89,"y":146,"width":64,"height":12}},{"id":"28bfcda9-9645-4f07-a922-c4cc1642c44e","block_type":"box","text":"At BlackRock, investment stewardship is core to our role as an asset manager and a fiduciary to our clients. As stewards of","page_number":116,"box":{"x":88,"y":172,"width":859,"height":13}},{"id":"f7ac7080-c65f-475f-8621-87647da3b270","block_type":"box","text":"our clients’ assets, we engage with companies to discuss the corporate governance and business practices that, in our","page_number":116,"box":{"x":89,"y":188,"width":828,"height":12}},{"id":"5830281d-bfa9-48dc-a71a-16efbd221f78","block_type":"box","text":"experience, support companies in delivering durable, risk-adjusted financial returns over time. We are committed to building","page_number":116,"box":{"x":89,"y":203,"width":868,"height":12}},{"id":"76212254-22ad-48be-9fb0-1d99bbfdc695","block_type":"box","text":"strong relationships through constructive, ongoing dialogue with the boards and executive management of the companies in","page_number":116,"box":{"x":89,"y":218,"width":876,"height":12}},{"id":"44153be6-e073-4c3c-a7ce-5b54da0ac185","block_type":"box","text":"which our clients are invested.","page_number":116,"box":{"x":88,"y":233,"width":211,"height":10}},{"id":"9825a3b7-2748-4395-8c22-ebde87ee83e1","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":116,"box":{"x":88,"y":259,"width":351,"height":13}},{"id":"68e5268e-9e1f-4745-b0dc-fc87c31bd689","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":116,"box":{"x":89,"y":286,"width":861,"height":12}},{"id":"eb7d0cf9-d8db-49e8-9b50-8b885a4c73a0","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":116,"box":{"x":89,"y":301,"width":822,"height":12}},{"id":"6a22d1d6-8bf7-455c-a5b4-8139cb95ee29","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":116,"box":{"x":89,"y":316,"width":861,"height":12}},{"id":"b08c8634-5410-4c6a-b036-536aee17d838","block_type":"box","text":"these Global Engagement and Voting Guidelines (the “Guidelines”) and insights from active investment analysts and portfolio","page_number":116,"box":{"x":88,"y":331,"width":879,"height":12}},{"id":"ade87ca0-f538-48c6-982d-611b68842341","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":116,"box":{"x":89,"y":346,"width":697,"height":13}},{"id":"c5ec1bbb-d7a0-4127-a609-f94efd556250","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":116,"box":{"x":89,"y":373,"width":857,"height":12}},{"id":"cba3f5c4-7268-43c4-b336-8fa69ce46926","block_type":"box","text":"(3)","page_number":116,"box":{"x":951,"y":371,"width":15,"height":8}},{"id":"e978cbc8-4e02-4939-bb55-ea8c75af4e23","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":116,"box":{"x":88,"y":388,"width":862,"height":12}},{"id":"c940db70-08b5-4336-b29c-c1a45e327906","block_type":"box","text":"opportunities to deliver durable, risk-adjusted financial returns. Portfolio managers and stewardship specialists may engage","page_number":116,"box":{"x":89,"y":403,"width":864,"height":12}},{"id":"780ea5e6-bbc8-479a-9649-8d3d0e0b0079","block_type":"box","text":"jointly or independently on material corporate governance matters. Our discussions focus on topics relevant to a company’s","page_number":116,"box":{"x":88,"y":418,"width":869,"height":12}},{"id":"86f47178-bdbf-4a50-8eb0-651558417395","block_type":"box","text":"success over time, including governance and leadership, corporate strategy, capital structure and financial performance,","page_number":116,"box":{"x":89,"y":433,"width":840,"height":13}},{"id":"828072f0-26a8-432e-8a34-1ecf544b246c","block_type":"box","text":"operations and material sustainability-related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to","page_number":116,"box":{"x":89,"y":448,"width":871,"height":13}},{"id":"45a66cd8-85b2-4287-983e-58cd066fcc86","block_type":"box","text":"be constructive investors and are generally supportive of management teams that have a track record of financial value","page_number":116,"box":{"x":89,"y":463,"width":833,"height":13}},{"id":"550143e2-a7bb-43e9-aaea-076e627650c8","block_type":"box","text":"creation. We aim to build and maintain strong relationships with company leadership based on open dialogue and mutual","page_number":116,"box":{"x":89,"y":479,"width":851,"height":12}},{"id":"d152cc78-02cc-480e-99ff-255c5e57474a","block_type":"box","text":"respect.","page_number":116,"box":{"x":89,"y":495,"width":53,"height":11}},{"id":"1350c990-c7a8-4aaf-b82f-85cac415ea9e","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude each portfolio","page_number":116,"box":{"x":89,"y":520,"width":860,"height":12}},{"id":"6253c622-1755-40cc-b7a2-7182c076c9f1","block_type":"box","text":"manager has to make independent voting decisions on their holdings. For example, BAIS will generally vote the holdings in","page_number":116,"box":{"x":89,"y":535,"width":858,"height":13}},{"id":"947dd323-ce83-4f3f-9953-0429c5843054","block_type":"box","text":"Systematic Active Equity portfolios in accordance with these guidelines. We provide voting recommendations to fundamental","page_number":116,"box":{"x":88,"y":550,"width":877,"height":13}},{"id":"dd287350-a832-49d7-9bb6-5be75a21b3b9","block_type":"box","text":"equity portfolio managers, who may determine to vote differently based on each portfolio’s investment objectives and","page_number":116,"box":{"x":89,"y":565,"width":823,"height":13}},{"id":"24200fdb-a9fb-4db2-9af1-207ab27333a9","block_type":"box","text":"strategy.","page_number":116,"box":{"x":89,"y":582,"width":58,"height":11}},{"id":"9c819a10-4fdc-405c-9d1b-5190d369f96d","block_type":"box","text":"These guidelines discuss BAIS’ views on corporate governance topics on which we may engage with management teams","page_number":116,"box":{"x":88,"y":607,"width":850,"height":12}},{"id":"d53044f5-1024-4604-92ea-6df313cd5e06","block_type":"box","text":"and board directors","page_number":116,"box":{"x":89,"y":622,"width":136,"height":10}},{"id":"0dd47779-80e4-42ce-bb3d-d6c6d422e52e","block_type":"box","text":"(4)","page_number":116,"box":{"x":226,"y":620,"width":14,"height":8}},{"id":"0a6172fd-24e2-4233-92ac-216b37258bfc","block_type":"box","text":"and on matters that routinely come to a shareholder vote. We recognize that accepted corporate","page_number":116,"box":{"x":246,"y":622,"width":675,"height":12}},{"id":"4592e4c2-f9be-4e1e-9119-2dca7dc65efb","block_type":"box","text":"governance norms can differ across markets, and believe these guidelines represent globally applicable elements of","page_number":116,"box":{"x":89,"y":637,"width":807,"height":13}},{"id":"a1fd6417-1f74-4830-8ec9-4694c06395db","block_type":"box","text":"governance that support a company’s ability to manage material risks and opportunities and deliver financial returns to","page_number":116,"box":{"x":89,"y":652,"width":835,"height":13}},{"id":"22fb6bc3-f59f-4202-b7a8-a8495b04a418","block_type":"box","text":"investors. Generally, we believe companies should observe accepted corporate governance norms within their local markets","page_number":116,"box":{"x":89,"y":668,"width":865,"height":12}},{"id":"2e049395-148e-4cfb-80c5-7d6ba418243e","block_type":"box","text":"or, particularly in markets without well-established norms, aspire to widely recognized international best practices. As one of","page_number":116,"box":{"x":89,"y":683,"width":872,"height":12}},{"id":"cf5fffcd-1973-4057-88da-7e12b400ac5c","block_type":"box","text":"many minority shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. We","page_number":116,"box":{"x":89,"y":698,"width":874,"height":12}},{"id":"6553e33c-18b9-4c59-9196-15032a50a3fc","block_type":"box","text":"look to companies to provide disclosures that explain how their approach to corporate governance best aligns with the","page_number":116,"box":{"x":89,"y":713,"width":832,"height":12}},{"id":"e5f3fcd1-dee0-4f45-bc3c-a3f9d200ffe4","block_type":"box","text":"financial interests of their investors.","page_number":116,"box":{"x":88,"y":728,"width":248,"height":10}},{"id":"7d19cf8e-58fa-46d1-9220-ac6a8c70c63e","block_type":"box","text":"(3) On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their eligibi","page_number":116,"box":{"x":89,"y":816,"width":848,"height":9}},{"id":"1726b8a7-8321-4d71-a19a-45f04bae4a41","block_type":"box","text":"lity","page_number":116,"box":{"x":939,"y":816,"width":16,"height":9}},{"id":"0855a3f0-e140-4ec3-a0e5-c67c12da110c","block_type":"box","text":"to report their beneficial ownership under Schedule 13G of the Exchange Act. We comply fully with these requirements and do not engage with portfo","page_number":116,"box":{"x":121,"y":828,"width":846,"height":10}},{"id":"1f1359e2-c33a-466c-8c6d-99e761f450d0","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of the company.","page_number":116,"box":{"x":121,"y":841,"width":560,"height":10}},{"id":"4584de7e-5777-4b1f-bab8-510022dfdc28","block_type":"box","text":"(4) References to the board, board directors or non-executive directors should be understood to include supervisory boards and their members, where","page_number":116,"box":{"x":89,"y":856,"width":854,"height":10}},{"id":"52bd12c2-f383-49fe-844f-b8bde829e8d6","block_type":"box","text":"relevant.","page_number":116,"box":{"x":121,"y":868,"width":47,"height":8}},{"id":"24c93f35-3b2d-4795-8993-d875095ce376","block_type":"box","text":"A-5","page_number":116,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"76e06726-3f7f-4c60-b8df-943c2be9844b","block_type":"box","text":"Our approach to stewardship within active equities","page_number":117,"box":{"x":89,"y":44,"width":368,"height":12}},{"id":"86995248-535d-4412-b654-0e6479bb62c2","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate governance. The","page_number":117,"box":{"x":88,"y":70,"width":862,"height":13}},{"id":"9f77c2de-fbdf-4be2-99d2-bde279652cd7","block_type":"box","text":"voting rights attached to clients’ holdings are an important mechanism for investors to express support for, or concern about,","page_number":117,"box":{"x":88,"y":85,"width":880,"height":13}},{"id":"2c86fc39-1f6f-4060-bc27-a6415e3e15a9","block_type":"box","text":"a company’s performance. As a fiduciary, BlackRock is legally required to make proxy voting determinations, on behalf of","page_number":117,"box":{"x":89,"y":101,"width":846,"height":12}},{"id":"c1a9f19c-16df-4c9a-9b8c-a30addf5cbd8","block_type":"box","text":"clients who have delegated voting authority to us, in a manner consistent with BlackRock’s contractual arrangements with","page_number":117,"box":{"x":89,"y":116,"width":857,"height":12}},{"id":"c23b6113-f120-48bc-8e71-2efe8b8329d0","block_type":"box","text":"clients and funds.","page_number":117,"box":{"x":89,"y":131,"width":122,"height":10}},{"id":"31877fbf-4bae-4002-9311-680bb23ef720","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":117,"box":{"x":89,"y":157,"width":876,"height":13}},{"id":"fc9157de-d23b-461e-ba63-24a7536e40dc","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":117,"box":{"x":88,"y":172,"width":821,"height":13}},{"id":"f647da94-aade-4b1d-a12d-2fddc7fadc37","block_type":"box","text":"interests of our clients as their shareholders. BAIS takes a globally consistent approach to voting but considers the different","page_number":117,"box":{"x":89,"y":188,"width":861,"height":12}},{"id":"21d5cb83-dae0-4c42-82af-d9f6e2b38b70","block_type":"box","text":"corporate governance regulations and norms across markets. Votes are determined on a case-by-case basis, in the context of","page_number":117,"box":{"x":89,"y":203,"width":879,"height":12}},{"id":"7411f9aa-7d31-470c-a2aa-10aadd18989d","block_type":"box","text":"a company’s situation and the investment mandate we have from clients. Please see page 19 for more information about","page_number":117,"box":{"x":89,"y":218,"width":845,"height":12}},{"id":"4a87d4c9-fa8c-4f95-83cd-6b1c5619400a","block_type":"box","text":"how we fulfill and oversee our investment stewardship responsibilities for BlackRock’s non-index equity strategies.","page_number":117,"box":{"x":89,"y":233,"width":799,"height":12}},{"id":"fec8d388-384b-4c27-8c37-9cbed3b93937","block_type":"box","text":"(5)","page_number":117,"box":{"x":889,"y":231,"width":15,"height":8}},{"id":"25a4dea3-159b-4b00-8e0c-9df15e26f50e","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":117,"box":{"x":89,"y":259,"width":358,"height":13}},{"id":"aaf78516-8d0b-4dc0-adfa-6a01331d2909","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":117,"box":{"x":88,"y":286,"width":880,"height":12}},{"id":"6b68b4d4-17c5-4218-8a0b-e592164ca6a1","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly for those with sustainability objectives in addition to financial","page_number":117,"box":{"x":88,"y":301,"width":857,"height":12}},{"id":"7445c064-e36f-422e-b4d2-c0201b76464e","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":117,"box":{"x":89,"y":316,"width":843,"height":12}},{"id":"f1dab1dd-fb44-4a89-8add-bdef7fa80b27","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":117,"box":{"x":89,"y":331,"width":873,"height":12}},{"id":"46726e51-c3a1-4b6d-bc20-4eeee44f0c3d","block_type":"box","text":"income investment teams may help inform an issuer’s approach to structuring specialist issuances and the standard terms","page_number":117,"box":{"x":89,"y":346,"width":858,"height":13}},{"id":"8a8a374c-b42b-45ff-a73c-319a2fcde07d","block_type":"box","text":"and information in bond documentation.","page_number":117,"box":{"x":89,"y":361,"width":285,"height":10}},{"id":"67af795a-3a5b-462e-8253-463c6d32d610","block_type":"box","text":"Boards of Directors","page_number":117,"box":{"x":89,"y":388,"width":138,"height":10}},{"id":"60836569-c859-4a17-9c8e-6fb2f343ece8","block_type":"box","text":"Roles and responsibilities","page_number":117,"box":{"x":106,"y":414,"width":181,"height":13}},{"id":"2753b940-2fff-41da-a7e1-2c12b081eca9","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":117,"box":{"x":88,"y":441,"width":852,"height":12}},{"id":"a464a71f-d468-4ebd-b5e9-74f7f9c65872","block_type":"box","text":"able to advise and supervise management in an independent and objective manner.","page_number":117,"box":{"x":89,"y":456,"width":584,"height":12}},{"id":"a01a746f-059d-459a-91a9-91fa54f37df4","block_type":"box","text":"(6)","page_number":117,"box":{"x":675,"y":454,"width":14,"height":8}},{"id":"14450080-ee93-4006-963a-adb40a1ad22b","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":117,"box":{"x":88,"y":482,"width":856,"height":13}},{"id":"cba75821-5284-4c34-9233-320b17485e50","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":117,"box":{"x":89,"y":497,"width":835,"height":13}},{"id":"580a4dd3-a635-4ef0-ac9d-49b129de9663","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":117,"box":{"x":89,"y":513,"width":833,"height":12}},{"id":"12d53097-35d3-4e1e-9112-a17c157d6276","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":117,"box":{"x":89,"y":528,"width":772,"height":12}},{"id":"fb015d6c-a802-439c-9c1c-6d671f74a19f","block_type":"box","text":"In overseeing the management of the company, the board ensures the necessary resources, policies and procedures are in","page_number":117,"box":{"x":89,"y":554,"width":853,"height":12}},{"id":"3d3321d4-93ec-4efc-accb-4ffd158d4a24","block_type":"box","text":"place to help management meet its strategic objectives within an agreed risk tolerance.","page_number":117,"box":{"x":89,"y":569,"width":610,"height":13}},{"id":"03bfa0a7-7a57-4c57-a1a0-a67a2fbe4049","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":117,"box":{"x":89,"y":596,"width":848,"height":12}},{"id":"64029676-bf70-41b7-a264-b8086304200b","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":117,"box":{"x":89,"y":611,"width":862,"height":12}},{"id":"f515eb84-323c-4704-89d7-dd88d601d616","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":117,"box":{"x":89,"y":626,"width":850,"height":12}},{"id":"7c94fdd9-19d0-4480-ae82-a77968ae45c4","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":117,"box":{"x":89,"y":641,"width":463,"height":12}},{"id":"354631b9-bfd5-4715-afd4-ead013831e4a","block_type":"box","text":"Composition and effectiveness","page_number":117,"box":{"x":89,"y":668,"width":221,"height":12}},{"id":"0418bcc0-9f9c-41e6-9c58-4036ca344423","block_type":"box","text":"Appointment process","page_number":117,"box":{"x":104,"y":694,"width":156,"height":12}},{"id":"8c7b5bc6-7d62-41e1-9990-d69ccd4d5409","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":117,"box":{"x":88,"y":720,"width":823,"height":13}},{"id":"dc72bec4-3203-4e60-a586-726a61b7035c","block_type":"box","text":"composed of directors with the appropriate mix of skills and experience. Generally, the board or a sub-committee determines","page_number":117,"box":{"x":89,"y":736,"width":876,"height":12}},{"id":"7836b614-034e-4e5c-9941-ad48133f42a1","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":117,"box":{"x":88,"y":751,"width":829,"height":12}},{"id":"ef637e9f-f017-4954-978e-68e55d088704","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":117,"box":{"x":89,"y":766,"width":850,"height":12}},{"id":"c68ec2c0-50cb-44d8-90a9-fff237f24aac","block_type":"box","text":"companies to review the skills and experience of incumbent directors to identify any gaps and whether the skills and","page_number":117,"box":{"x":89,"y":781,"width":815,"height":12}},{"id":"121e4673-7ecb-4e8f-97c2-fe6ddc0c517b","block_type":"box","text":"(5) Non-index equity strategies include active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions st","page_number":117,"box":{"x":89,"y":816,"width":816,"height":9}},{"id":"4e77709f-4153-4df8-872f-e299ec3c856e","block_type":"box","text":"rategies, as","page_number":117,"box":{"x":906,"y":816,"width":61,"height":9}},{"id":"c6b64f3e-271c-42d7-9c52-9ebd2e7fe256","block_type":"box","text":"well as holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting securities or conduct issuer eng","page_number":117,"box":{"x":121,"y":828,"width":818,"height":10}},{"id":"c6f33055-d682-4710-948a-b39df42d621b","block_type":"box","text":"age","page_number":117,"box":{"x":941,"y":831,"width":24,"height":7}},{"id":"ceb7ca8d-7228-4e1a-bcb1-31ff9d8892ef","block_type":"box","text":"ments.","page_number":117,"box":{"x":121,"y":842,"width":37,"height":7}},{"id":"1fafbb33-89ad-4650-ab69-333f30133ef1","block_type":"box","text":"(6) 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":117,"box":{"x":89,"y":856,"width":871,"height":10}},{"id":"1cdc5c30-c45f-43a9-aa33-34fbe424b39b","block_type":"box","text":"examples.","page_number":117,"box":{"x":121,"y":868,"width":55,"height":10}},{"id":"eb8bba3a-4bd1-46f8-82d3-754672693392","block_type":"box","text":"A-6","page_number":117,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"95717465-d0a0-4da8-a399-2181ca0c9823","block_type":"box","text":"experience of a director candidate would be additive. We welcome disclosures that explain how the board considered","page_number":118,"box":{"x":89,"y":44,"width":820,"height":12}},{"id":"15544de3-b933-4102-aa90-32da6254b038","block_type":"box","text":"different skills and experience to ensure that the directors collectively can be effective in fulfilling their responsibilities. We","page_number":118,"box":{"x":89,"y":59,"width":848,"height":12}},{"id":"1edc6f7b-0fd1-4ca7-b21c-e460f60679e7","block_type":"box","text":"assess a company’s board composition against that of its peer group and local market requirements.","page_number":118,"box":{"x":89,"y":74,"width":703,"height":12}},{"id":"899232e6-2871-4c13-a1ec-1a6e96c36211","block_type":"box","text":"Shareholders periodically vote to elect directors to serve on the board. We do not prescribe any particular board composition","page_number":118,"box":{"x":88,"y":101,"width":871,"height":12}},{"id":"49336410-9d16-4b51-b5e5-eb56c1811d6d","block_type":"box","text":"in our engagements or voting but seek to understand how well placed a board is to act in investors’ interests. We may vote","page_number":118,"box":{"x":89,"y":116,"width":858,"height":12}},{"id":"a47bb7e8-0d2d-49c0-90c8-637ba6e40e7d","block_type":"box","text":"against the election of the most senior independent director, or the chair of the relevant committee, where a company has","page_number":118,"box":{"x":89,"y":131,"width":854,"height":12}},{"id":"34fc7987-568b-4db1-9f83-43372beb36ed","block_type":"box","text":"not demonstrated it has an appointment process that results in a high functioning board with the appropriate complement","page_number":118,"box":{"x":89,"y":146,"width":861,"height":12}},{"id":"1eb49e70-47e1-4034-b34f-7c89669990cd","block_type":"box","text":"of skills and experience amongst the directors to support strong financial performance over time. We may vote against newly","page_number":118,"box":{"x":89,"y":161,"width":876,"height":12}},{"id":"f66e87b3-3207-43d1-8b1a-7bf14ac488a9","block_type":"box","text":"nominated directors who do not seem to have the appropriate skills or experience to contribute to the board’s effectiveness.","page_number":118,"box":{"x":89,"y":176,"width":868,"height":13}},{"id":"cdf6017d-4c7f-48ee-a1ce-af142de4c181","block_type":"box","text":"Independence","page_number":118,"box":{"x":106,"y":203,"width":101,"height":12}},{"id":"d2e9a251-a965-4f9a-8597-8cd5b4f7b618","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":118,"box":{"x":89,"y":229,"width":871,"height":12}},{"id":"b9b033be-bbde-40ef-a977-9f7defce79a7","block_type":"box","text":"of paramount importance to the protection of the interests of minority shareholders such as BlackRock’s clients. We consider","page_number":118,"box":{"x":89,"y":244,"width":876,"height":13}},{"id":"4c7d1649-a0ad-4afc-9a04-fa43a4c8473a","block_type":"box","text":"it good practice for at least half the directors to be independent and free from conflicts of interest or undue influence.","page_number":118,"box":{"x":89,"y":259,"width":821,"height":13}},{"id":"502816ea-3fcf-491d-8696-8ee0e87e23fb","block_type":"box","text":"(7)","page_number":118,"box":{"x":911,"y":257,"width":14,"height":8}},{"id":"5d978a7f-bee0-4478-aa20-25da6f94ac7f","block_type":"box","text":"This","page_number":118,"box":{"x":930,"y":259,"width":29,"height":10}},{"id":"07b9b130-b423-4892-8366-6721ca26efee","block_type":"box","text":"also helps to ensure that board committees are composed of a sufficient number of independent directors. Companies","page_number":118,"box":{"x":89,"y":274,"width":830,"height":13}},{"id":"6b7f8ad0-3f7e-40ed-9025-57f1df7cc35c","block_type":"box","text":"domiciled in markets with a higher threshold for board independence should meet those local requirements.","page_number":118,"box":{"x":89,"y":290,"width":757,"height":12}},{"id":"6c43f9c1-62c5-4697-8c14-093f0cdb0de2","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":118,"box":{"x":88,"y":316,"width":789,"height":12}},{"id":"17830f10-7a5c-4395-9077-46ce162a004a","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":118,"box":{"x":89,"y":331,"width":867,"height":12}},{"id":"f0bfa2d4-ab03-41d4-add8-ee7dcbfa8391","block_type":"box","text":"is a perennial issue.","page_number":118,"box":{"x":89,"y":346,"width":134,"height":13}},{"id":"cb7fe834-16ad-43be-b1e4-eb9b15194bbb","block_type":"box","text":"Independent board leadership","page_number":118,"box":{"x":106,"y":373,"width":216,"height":12}},{"id":"c397a88e-03e9-4ba4-817c-0430dee2d595","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":118,"box":{"x":89,"y":399,"width":804,"height":13}},{"id":"3f1be39b-dad3-4a90-824e-32bcd6e5a347","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":118,"box":{"x":89,"y":414,"width":856,"height":13}},{"id":"708f732e-98e6-4a3c-95fb-f3d595ec9dbf","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":118,"box":{"x":89,"y":429,"width":853,"height":13}},{"id":"44c60e37-3841-49be-9d05-a276f38a157c","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":118,"box":{"x":89,"y":445,"width":851,"height":12}},{"id":"9085a304-bbab-4b6a-9f78-8ff81f38bbad","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":118,"box":{"x":88,"y":460,"width":858,"height":12}},{"id":"6275f153-e69a-4fd3-8ede-abbfe618d334","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":118,"box":{"x":89,"y":475,"width":819,"height":12}},{"id":"f33735c5-f59a-4dc2-b43b-3cc1c3eae4d1","block_type":"box","text":"available to investors to discuss governance matters such as CEO succession, executive pay, and board performance. We look","page_number":118,"box":{"x":89,"y":490,"width":876,"height":12}},{"id":"1c566397-a2bb-49b5-b557-556ea00e10a8","block_type":"box","text":"to boards to explain their board leadership model and how it serves the interests of shareholders.","page_number":118,"box":{"x":88,"y":505,"width":679,"height":12}},{"id":"d80e299e-a046-4a1d-b648-95a803af8283","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":118,"box":{"x":88,"y":531,"width":873,"height":13}},{"id":"68b06ba4-b873-493f-9561-5eda7c6c5663","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":118,"box":{"x":89,"y":547,"width":837,"height":12}},{"id":"e8ac6f06-880f-4b3a-99ec-3e405ff35a7d","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":118,"box":{"x":89,"y":562,"width":566,"height":12}},{"id":"e7db68e8-2e12-410c-9c77-c8bec3e6075f","block_type":"box","text":"Tenure and succession","page_number":118,"box":{"x":104,"y":588,"width":165,"height":10}},{"id":"44ea50ce-78ef-4dd1-bfc7-55dfe0627f47","block_type":"box","text":"In our view, it is good practice for boards to establish the length of time a director would normally be expected to serve, in","page_number":118,"box":{"x":89,"y":615,"width":852,"height":12}},{"id":"2a04f449-f716-4f3e-8913-81c65a6dc458","block_type":"box","text":"line with market norms where those exist. We find it helpful when companies disclose their approach to director tenure","page_number":118,"box":{"x":89,"y":630,"width":834,"height":12}},{"id":"8a38be94-b585-43b9-bad5-0a3a9aeefd8e","block_type":"box","text":"particularly around the contributions of directors who have served for longer periods than typically provided for under local","page_number":118,"box":{"x":89,"y":645,"width":861,"height":12}},{"id":"419aeae2-8cf7-41dd-a867-a5b01017d839","block_type":"box","text":"practice. In our experience, long-serving directors could become less independent given their long-term relationship with","page_number":118,"box":{"x":89,"y":660,"width":848,"height":12}},{"id":"d375176e-2941-4b9e-8054-4026264d029b","block_type":"box","text":"management and involvement in past board decisions.","page_number":118,"box":{"x":89,"y":675,"width":382,"height":12}},{"id":"e8e0fc4a-be64-461b-bbdc-512f9acff2eb","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":118,"box":{"x":88,"y":702,"width":851,"height":12}},{"id":"2b925c9c-9936-463c-9019-554b9ad5d8c5","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":118,"box":{"x":89,"y":717,"width":872,"height":12}},{"id":"85807f4e-efa7-4005-a9c0-5c377be01098","block_type":"box","text":"long-term knowledge of the board and company.","page_number":118,"box":{"x":89,"y":732,"width":343,"height":12}},{"id":"14678ba0-5cf3-4a27-b86d-6f20a3412d75","block_type":"box","text":"In markets where there is not specific director tenure guidance from regulation or corporate governance best practices, we","page_number":118,"box":{"x":89,"y":758,"width":859,"height":13}},{"id":"ccfdc418-e46d-440c-a041-529540c42bc0","block_type":"box","text":"may vote against the election of the chair of the committee responsible for board composition if a company does not clearly","page_number":118,"box":{"x":89,"y":773,"width":869,"height":13}},{"id":"5aa0f3cd-7a8a-4f14-bee0-10035e97a3e3","block_type":"box","text":"disclose its approach to director tenure and board renewal. We may vote against the election of directors who have served for","page_number":118,"box":{"x":89,"y":788,"width":878,"height":13}},{"id":"49d1dba5-00a7-4364-a903-d0eae430b772","block_type":"box","text":"more years than is typical in markets with specific guidance, where the case for their continued service is not evident.","page_number":118,"box":{"x":89,"y":804,"width":821,"height":12}},{"id":"61eab981-d714-4875-be1f-46efe0636d2a","block_type":"box","text":"(7) 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":118,"box":{"x":89,"y":831,"width":860,"height":10}},{"id":"802d00b8-3ff7-42ff-9b88-61ed310c88ac","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":118,"box":{"x":121,"y":843,"width":809,"height":10}},{"id":"656bb6bc-80c5-48db-813e-49380c9d3f1c","block_type":"box","text":"rest,","page_number":118,"box":{"x":931,"y":844,"width":23,"height":8}},{"id":"7bcbac96-dc1b-471b-83b4-83359c624fb1","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":118,"box":{"x":121,"y":856,"width":800,"height":10}},{"id":"9d05ed05-bdf6-4ded-909c-fdd829a020d4","block_type":"box","text":"terests","page_number":118,"box":{"x":922,"y":857,"width":37,"height":7}},{"id":"5e6083e1-5091-4a33-8763-6444aa7944a8","block_type":"box","text":"of the company and shareholders.","page_number":118,"box":{"x":121,"y":868,"width":190,"height":10}},{"id":"2ccbe94d-b9fd-4483-bd31-bb0c9f5e46df","block_type":"box","text":"A-7","page_number":118,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"ba453de6-ff56-4de4-8820-d322571f6ba9","block_type":"box","text":"Capacity","page_number":119,"box":{"x":105,"y":44,"width":62,"height":12}},{"id":"15289db4-32a5-40b7-9460-948da6adf993","block_type":"box","text":"To be effective and engaged, directors need to have the time and energy to commit to the role. In our view, an effective board","page_number":119,"box":{"x":88,"y":70,"width":876,"height":13}},{"id":"f1c2d9ab-0d67-4566-9d8a-beb5b479ef00","block_type":"box","text":"will assess the ability of its members to maintain an appropriate focus on board matters and the company taking into","page_number":119,"box":{"x":88,"y":85,"width":821,"height":13}},{"id":"b5ee0230-6458-4232-b818-833299592628","block_type":"box","text":"consideration competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and","page_number":119,"box":{"x":89,"y":101,"width":875,"height":12}},{"id":"317844b7-911b-46f8-9f70-c1e4a5447af1","block_type":"box","text":"required time commitment but note that they are generally more intensive than a standard directorship. We will take local","page_number":119,"box":{"x":89,"y":116,"width":851,"height":12}},{"id":"f047c974-bb7d-4cee-b0c3-3db0df570dba","block_type":"box","text":"norms and practices into consideration when making our voting determinations across markets.","page_number":119,"box":{"x":89,"y":131,"width":675,"height":12}},{"id":"eba6dd19-bb41-4c3d-b975-325ad7cd2098","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":119,"box":{"x":88,"y":157,"width":859,"height":13}},{"id":"eeb8b986-05fe-4d4a-abfa-f90a6281a696","block_type":"box","text":"the board and company.","page_number":119,"box":{"x":88,"y":172,"width":169,"height":13}},{"id":"65e61218-1e71-4874-883c-f03790b7be4f","block_type":"box","text":"Director elections","page_number":119,"box":{"x":106,"y":199,"width":126,"height":10}},{"id":"8e8f25ab-129d-4f15-bcb8-33332f238d1b","block_type":"box","text":"Regular election of directors, ideally annually, supports director accountability to shareholders. A classified board structure","page_number":119,"box":{"x":89,"y":225,"width":856,"height":13}},{"id":"8d355b04-c1e4-461d-aabd-a779c7d74aeb","block_type":"box","text":"(8)","page_number":119,"box":{"x":946,"y":223,"width":14,"height":8}},{"id":"146f566b-0d48-4785-a0cd-4ac7521633f2","block_type":"box","text":"may be justified by a company when it needs consistency and stability during a time of transition, or on the basis of its","page_number":119,"box":{"x":89,"y":240,"width":827,"height":13}},{"id":"5dc99d16-b338-44c5-baf4-feae6381395f","block_type":"box","text":"business model (e.g., a non-operating company such as closed-end funds).","page_number":119,"box":{"x":89,"y":256,"width":526,"height":12}},{"id":"0f671026-076b-4400-a49f-7fb2e689a64c","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":119,"box":{"x":88,"y":282,"width":876,"height":12}},{"id":"85d270a6-dd76-4ca2-8eb0-625b988689e7","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":119,"box":{"x":88,"y":297,"width":856,"height":12}},{"id":"7b619ba2-bf75-4419-960e-7f21cd38aec5","block_type":"box","text":"capabilities and suitability. We will generally not support the election of directors whose names and biographical details have","page_number":119,"box":{"x":89,"y":312,"width":871,"height":13}},{"id":"6c5c7379-4708-48ed-b191-9a3ca25089aa","block_type":"box","text":"not been disclosed sufficiently in advance of the shareholder meeting.","page_number":119,"box":{"x":89,"y":327,"width":488,"height":13}},{"id":"31dfe52e-e179-46c6-a11a-1f86a4910e56","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":119,"box":{"x":89,"y":354,"width":817,"height":12}},{"id":"ea208d19-be68-4012-970b-390049de683a","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":119,"box":{"x":89,"y":369,"width":858,"height":12}},{"id":"b51a0ee4-33e5-4cd2-bd76-d8554f9e76ec","block_type":"box","text":"best serves investors’ interests.","page_number":119,"box":{"x":89,"y":384,"width":215,"height":10}},{"id":"12efa4bd-4a30-4484-aa0e-99d97b734d21","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":119,"box":{"x":88,"y":410,"width":846,"height":13}},{"id":"e8eb4893-7460-4767-81bd-fc597933e4a4","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":119,"box":{"x":89,"y":426,"width":849,"height":12}},{"id":"7886437f-7a3d-4ef9-a0f6-b1be038abf19","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":119,"box":{"x":89,"y":441,"width":581,"height":12}},{"id":"e590c44e-3f8a-4039-8ec8-5e90a4d6f2d3","block_type":"box","text":"Committees","page_number":119,"box":{"x":105,"y":468,"width":86,"height":9}},{"id":"3205480d-28c0-400e-8716-844a46c08563","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":119,"box":{"x":89,"y":494,"width":859,"height":12}},{"id":"1ce35ccd-aa67-42ac-9836-6b9c30d8a854","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":119,"box":{"x":89,"y":509,"width":855,"height":12}},{"id":"7ebbae52-3343-447b-a171-9f270b327c2a","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":119,"box":{"x":88,"y":524,"width":802,"height":12}},{"id":"fbb2a0c1-5339-4d38-b9d2-6dff16a69999","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":119,"box":{"x":89,"y":539,"width":847,"height":12}},{"id":"d0110a93-a4aa-4538-b82f-e10c6b5b364b","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":119,"box":{"x":89,"y":554,"width":840,"height":12}},{"id":"69b19f00-654a-4725-8832-60168260f246","block_type":"box","text":"committees. It is helpful to investor understanding when the board discloses the structure, membership, proportion of","page_number":119,"box":{"x":89,"y":569,"width":829,"height":13}},{"id":"59153e6b-a7b0-48c6-a3ae-690bf4280ff4","block_type":"box","text":"independent directors, and responsibilities of each committee. The responsibilities we typically see assigned to the three","page_number":119,"box":{"x":89,"y":584,"width":841,"height":13}},{"id":"9490b6d9-c01f-41e6-ad80-1bd2b8623c8d","block_type":"box","text":"most common committees include:","page_number":119,"box":{"x":89,"y":599,"width":249,"height":10}},{"id":"ac6091fb-edee-4859-b178-59ded71ae752","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":119,"box":{"x":121,"y":620,"width":830,"height":12}},{"id":"ba0b7ecf-dd05-414c-9b39-ba691eab7a79","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":119,"box":{"x":153,"y":635,"width":807,"height":12}},{"id":"76f8f5b1-7534-40b1-bb99-3df91ea495d7","block_type":"box","text":"whistleblowing mechanisms.","page_number":119,"box":{"x":153,"y":650,"width":203,"height":12}},{"id":"0ae9d6ef-5f22-4d01-91c7-ae3cbe869601","block_type":"box","text":"• Nominating, governance and human capital – oversight responsibilities for corporate governance principles and","page_number":119,"box":{"x":121,"y":670,"width":815,"height":12}},{"id":"40576a57-95eb-47ad-8ed2-ee8f983c5aeb","block_type":"box","text":"practices of the company, including the periodic review of board performance; responsibility for succession","page_number":119,"box":{"x":154,"y":685,"width":748,"height":12}},{"id":"e1a2d463-c4c1-4384-ac44-5861f0a242b5","block_type":"box","text":"planning for CEO and key board roles, as well as the director appointment process; may also have oversight","page_number":119,"box":{"x":154,"y":700,"width":750,"height":13}},{"id":"e8ec0922-52c1-4346-aa64-fc999868569b","block_type":"box","text":"responsibilities for human capital management strategies, including corporate culture and purpose.","page_number":119,"box":{"x":154,"y":715,"width":697,"height":13}},{"id":"ad67e7c3-7509-440d-abbf-a96ea6e9bcbb","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":119,"box":{"x":121,"y":736,"width":817,"height":12}},{"id":"7b324709-ee50-4cb8-8688-a8b0007ad021","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":119,"box":{"x":154,"y":751,"width":808,"height":12}},{"id":"7a3bb512-ec46-44c7-a4be-61ea588807f9","block_type":"box","text":"wide compensation policies.","page_number":119,"box":{"x":153,"y":766,"width":199,"height":12}},{"id":"cd917085-bf41-443c-86ff-9e5677653382","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":119,"box":{"x":88,"y":792,"width":866,"height":13}},{"id":"0dfa7e2e-d8b7-4d03-8f4f-240b0f09456a","block_type":"box","text":"concerns about how a committee has undertaken its responsibilities. We may vote against the election of the most senior","page_number":119,"box":{"x":89,"y":807,"width":850,"height":13}},{"id":"92983330-cf11-4be9-8cd1-96e46771d227","block_type":"box","text":"non-executive director if there is not a clearly disclosed approach to board committees.","page_number":119,"box":{"x":89,"y":822,"width":609,"height":13}},{"id":"84805c8f-6852-493c-8e8f-216d3cd12e62","block_type":"box","text":"(8) A classified board divides the directors into classes with different overlapping terms. As a result, only one class of directors stands for electi","page_number":119,"box":{"x":89,"y":856,"width":809,"height":10}},{"id":"ecc6cfb1-6a4f-4450-88ed-76fd8a05d234","block_type":"box","text":"on in any","page_number":119,"box":{"x":899,"y":857,"width":51,"height":9}},{"id":"5a985632-708c-4400-a6d6-4bf99bcca21d","block_type":"box","text":"one year.","page_number":119,"box":{"x":121,"y":871,"width":49,"height":7}},{"id":"4ff51a91-0d9e-4d8b-8317-47bda7660947","block_type":"box","text":"A-8","page_number":119,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"71e5ed88-1fd2-4e22-85a6-99d75725d35b","block_type":"box","text":"Board and director evaluation","page_number":120,"box":{"x":106,"y":44,"width":212,"height":10}},{"id":"5b3f1dc6-988a-42d7-ae5a-2ddf55d40fb4","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":120,"box":{"x":88,"y":70,"width":853,"height":13}},{"id":"592510e8-3972-411f-af90-2aa2d40c7571","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":120,"box":{"x":88,"y":85,"width":853,"height":13}},{"id":"83587d51-e5d6-4f97-b90c-745416dd6346","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":120,"box":{"x":89,"y":101,"width":871,"height":12}},{"id":"3a501140-2dc3-40f8-9bdf-b181ccd09e33","block_type":"box","text":"and the objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":120,"box":{"x":89,"y":116,"width":688,"height":12}},{"id":"e524f9f8-78a8-4a6f-9ab3-5b55df9013f3","block_type":"box","text":"Access to independent advice","page_number":120,"box":{"x":104,"y":142,"width":216,"height":12}},{"id":"62f7a99d-1038-4db7-b639-c05f10b9ce5a","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":120,"box":{"x":88,"y":169,"width":840,"height":12}},{"id":"5d89f679-0714-4047-b412-5fdfec68e1da","block_type":"box","text":"independent advice. In certain circumstances, it may be helpful to boards to retain independent third parties to advise on","page_number":120,"box":{"x":89,"y":184,"width":845,"height":12}},{"id":"39fa45d7-5b19-47b1-93b0-12a2dd831260","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":120,"box":{"x":89,"y":199,"width":843,"height":12}},{"id":"f4ea8eb2-89b7-49f5-b087-e109e02550b1","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":120,"box":{"x":89,"y":214,"width":841,"height":12}},{"id":"de389b6d-1cf0-4c6f-b28f-56c3f5ea66a8","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":120,"box":{"x":89,"y":229,"width":805,"height":12}},{"id":"dd65bf78-b114-44c1-ae40-6158d29939b3","block_type":"box","text":"succession planning.","page_number":120,"box":{"x":89,"y":244,"width":145,"height":13}},{"id":"c59ad083-fe21-46ff-80c7-885b4b41d215","block_type":"box","text":"Executive compensation","page_number":120,"box":{"x":89,"y":271,"width":174,"height":12}},{"id":"65af0d2e-4027-4dd0-b421-23eba40f020e","block_type":"box","text":"Boards play an important role in establishing compensation arrangements that enable the company to recruit, retain and","page_number":120,"box":{"x":89,"y":297,"width":845,"height":12}},{"id":"e3b79918-291d-4ce6-9dc2-cf67690a8ede","block_type":"box","text":"reward the caliber of executive management necessary to lead and operate the company to deliver superior financial returns","page_number":120,"box":{"x":89,"y":312,"width":871,"height":13}},{"id":"5122b6b5-08ba-4c6a-bf61-08eb082d5a17","block_type":"box","text":"over time. We focus on alignment between variable pay and a company’s financial performance.","page_number":120,"box":{"x":89,"y":327,"width":671,"height":13}},{"id":"fcd97388-de62-4738-b906-87d75fce6f19","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":120,"box":{"x":89,"y":354,"width":787,"height":12}},{"id":"cd578c36-29bc-4c86-9ccc-69b3565f8243","block_type":"box","text":"performance against short-term metrics, incentives - most often share-based- that reward performance against long-term","page_number":120,"box":{"x":89,"y":369,"width":858,"height":12}},{"id":"0c77ab4e-24d2-4a83-afbf-9d116efb09df","block_type":"box","text":"metrics, and pensions and benefits. In our observation, base salary, pensions and benefits are largely set relative to market","page_number":120,"box":{"x":89,"y":384,"width":854,"height":12}},{"id":"41426a9f-40b4-45a9-9c0a-a8c0b3969c21","block_type":"box","text":"norms and benchmarks. The annual bonus and share-based incentive, or variable pay plans, tend to be tailored to the","page_number":120,"box":{"x":89,"y":399,"width":823,"height":13}},{"id":"b76952a2-3d3f-46fd-b437-438b2df18fe3","block_type":"box","text":"company, its sector and long-term strategy, as well as the individuals the board is seeking to recruit and motivate.","page_number":120,"box":{"x":89,"y":414,"width":793,"height":13}},{"id":"3da24ef7-7bdd-4df8-bbea-b1526ed69766","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":120,"box":{"x":89,"y":441,"width":819,"height":12}},{"id":"c5b7908d-88aa-49a2-95c8-c80c1b3f466a","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":120,"box":{"x":89,"y":456,"width":836,"height":12}},{"id":"994bd337-fe93-4686-b9b6-f7b94d51ed28","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":120,"box":{"x":89,"y":471,"width":825,"height":12}},{"id":"266b5896-17e9-498a-83d6-f4b7a7d2d6d1","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":120,"box":{"x":89,"y":486,"width":673,"height":12}},{"id":"0cf14b1e-7c96-41b4-9277-e5bd3f953698","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":120,"box":{"x":121,"y":506,"width":823,"height":13}},{"id":"b45288b0-ae64-49a4-9425-544749e57786","block_type":"box","text":"company’s size, sector and market.","page_number":120,"box":{"x":154,"y":521,"width":244,"height":13}},{"id":"040829aa-a998-4d84-97f2-95abdd8b7ba8","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":120,"box":{"x":121,"y":542,"width":840,"height":12}},{"id":"d51e1b5e-2843-4814-8de6-f5bfd83ec92a","block_type":"box","text":"objectives.","page_number":120,"box":{"x":154,"y":557,"width":72,"height":12}},{"id":"c00c797b-d511-4e46-b307-98243a2eb193","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":120,"box":{"x":121,"y":577,"width":637,"height":12}},{"id":"0334a6e7-8986-4b8b-8e06-1730e0281e8a","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":120,"box":{"x":121,"y":597,"width":805,"height":12}},{"id":"ba23dbd5-ec78-4d29-97da-3cb67032e015","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":120,"box":{"x":154,"y":612,"width":778,"height":12}},{"id":"77867654-27c6-4297-9fdd-b085cc3860d6","block_type":"box","text":"• Pay outcomes that are consistent with the returns to investors over the relevant time period.","page_number":120,"box":{"x":121,"y":632,"width":677,"height":13}},{"id":"75c185bb-05c1-4585-890e-8bdd67956a28","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":120,"box":{"x":121,"y":652,"width":752,"height":13}},{"id":"c4a7d86d-ef02-4906-905e-d268864427c4","block_type":"box","text":"transparently.","page_number":120,"box":{"x":153,"y":668,"width":94,"height":12}},{"id":"91e61c0e-d1aa-4188-b9c0-6881ce9be227","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":120,"box":{"x":121,"y":688,"width":822,"height":12}},{"id":"731cb462-6391-46a3-8dab-b29d85fcfb38","block_type":"box","text":"company within a defined time period, as determined by the board or relevant board committee.","page_number":120,"box":{"x":154,"y":703,"width":674,"height":12}},{"id":"efe168f4-0079-4bde-b15b-25f60d6c0e9f","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":120,"box":{"x":121,"y":723,"width":737,"height":12}},{"id":"05b2e921-f8f5-4049-a799-2612c6e1fc11","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":120,"box":{"x":121,"y":743,"width":774,"height":12}},{"id":"e203748e-f3d9-4138-9b0a-1869aec236d5","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":120,"box":{"x":154,"y":758,"width":805,"height":13}},{"id":"f34b99dc-01ea-4ee7-b2a2-38ec5909c602","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":120,"box":{"x":121,"y":778,"width":756,"height":13}},{"id":"30b485df-2a46-46fa-baba-44f5bd896aeb","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":120,"box":{"x":88,"y":805,"width":857,"height":12}},{"id":"064d923f-2903-4d32-8667-8a680263fb4d","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":120,"box":{"x":89,"y":820,"width":825,"height":12}},{"id":"6cd94178-2c33-4fbd-954d-590c3af8268f","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":120,"box":{"x":88,"y":835,"width":804,"height":12}},{"id":"f8424309-fbeb-44b8-b001-261101b216bd","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":120,"box":{"x":89,"y":850,"width":874,"height":13}},{"id":"31769cd9-19ed-4601-9a1c-6d389165d62e","block_type":"box","text":"independent director.","page_number":120,"box":{"x":89,"y":865,"width":148,"height":13}},{"id":"9d0f7783-d3c4-4502-a5df-9bfd8b01af65","block_type":"box","text":"A-9","page_number":120,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"1bc0ddee-3fcb-45b2-ad16-b7b3bd0bc514","block_type":"box","text":"Non-executive director compensation","page_number":121,"box":{"x":89,"y":44,"width":272,"height":12}},{"id":"85f5416e-d698-487e-b6d4-614f313e5e80","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":121,"box":{"x":89,"y":70,"width":875,"height":13}},{"id":"59abc825-7e6f-4714-a760-5a72a728c14d","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":121,"box":{"x":89,"y":85,"width":845,"height":13}},{"id":"87cad297-5b67-4bd0-bc9b-f784fa5fba96","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":121,"box":{"x":89,"y":101,"width":832,"height":12}},{"id":"b6599465-9276-47c6-a0d4-99d636f569e4","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":121,"box":{"x":89,"y":116,"width":501,"height":12}},{"id":"409ab048-4b13-4487-91cc-0ba856c71114","block_type":"box","text":"Capital structure","page_number":121,"box":{"x":89,"y":142,"width":119,"height":12}},{"id":"ccc602cf-9570-4afc-8a67-2047c70d086f","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":121,"box":{"x":89,"y":169,"width":859,"height":12}},{"id":"87a5f6de-dd7b-4ae6-9c71-e478dd6d63eb","block_type":"box","text":"capital allocation in support of long-term financial resilience.","page_number":121,"box":{"x":89,"y":184,"width":424,"height":12}},{"id":"18ec0d37-344b-4118-9e11-76cc238f5c7d","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":121,"box":{"x":88,"y":210,"width":876,"height":13}},{"id":"96a2f30e-eab3-4c0d-9e53-0de51566a0c9","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities, or","page_number":121,"box":{"x":88,"y":225,"width":879,"height":13}},{"id":"4f479912-7f8b-42be-b0e5-20011847ef8b","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":121,"box":{"x":88,"y":240,"width":875,"height":13}},{"id":"665682aa-743c-4025-b48f-235ab22a2de1","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":121,"box":{"x":89,"y":256,"width":838,"height":12}},{"id":"81f23e0d-ecba-476e-8fb7-2b756c1debcc","block_type":"box","text":"Share issuance","page_number":121,"box":{"x":105,"y":282,"width":107,"height":10}},{"id":"20bd6198-883f-4b42-8e61-4f7f67fcdfe6","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":121,"box":{"x":88,"y":308,"width":807,"height":13}},{"id":"1bf5481a-3332-4f23-8c90-bf860b3c0e80","block_type":"box","text":"authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights. We consider it good","page_number":121,"box":{"x":89,"y":324,"width":877,"height":12}},{"id":"5ed64590-1d8c-4a85-aa44-56337ad2dfd4","block_type":"box","text":"practice for companies to seek regular approval of these authorities to allow shareholders to take into consideration how","page_number":121,"box":{"x":89,"y":339,"width":845,"height":12}},{"id":"725efd18-c3b1-4825-a704-c98174847d8c","block_type":"box","text":"prior authorities were used, as well as the current circumstances of the company and the market environment.","page_number":121,"box":{"x":89,"y":354,"width":773,"height":12}},{"id":"426670e1-6c81-47e7-a718-17f16456764e","block_type":"box","text":"Share buybacks","page_number":121,"box":{"x":105,"y":380,"width":113,"height":13}},{"id":"f217d9d4-0e38-48cf-880d-4f660eea5531","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":121,"box":{"x":88,"y":407,"width":786,"height":12}},{"id":"79b230be-b0a0-46b4-bf62-2fbe324a81aa","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":121,"box":{"x":89,"y":422,"width":844,"height":12}},{"id":"f5047723-8026-4a3a-9cd4-d2bab0e09e1f","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":121,"box":{"x":89,"y":437,"width":872,"height":12}},{"id":"afd1a016-7bd8-4ae4-a475-f86ec0834ad8","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":121,"box":{"x":89,"y":452,"width":858,"height":12}},{"id":"e8fa40c0-f5d5-4be3-b9cb-a53c36f03032","block_type":"box","text":"price. We consider it good practice for companies to seek regular approval of these authorities to allow shareholders to take","page_number":121,"box":{"x":89,"y":467,"width":865,"height":13}},{"id":"a72e91eb-5c90-41ff-ad4c-9cd920718708","block_type":"box","text":"into consideration how prior authorities were used, as well as the current circumstances of the company and the market","page_number":121,"box":{"x":89,"y":482,"width":842,"height":13}},{"id":"a622d400-75d2-4e5f-96e3-945ab7cefb30","block_type":"box","text":"environment.","page_number":121,"box":{"x":89,"y":498,"width":91,"height":9}},{"id":"0af28f55-558c-4d9a-8ab2-14f91052b8b1","block_type":"box","text":"Dividends","page_number":121,"box":{"x":106,"y":524,"width":70,"height":10}},{"id":"cd69800e-31d8-4314-9f63-2e6b42c9a316","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":121,"box":{"x":88,"y":550,"width":852,"height":13}},{"id":"e44d7758-b933-4726-8103-896082f5f318","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":121,"box":{"x":89,"y":565,"width":534,"height":13}},{"id":"4bb7de4f-a5a8-4443-bed8-91ea7f45a761","block_type":"box","text":"Differentiated voting rights","page_number":121,"box":{"x":106,"y":592,"width":193,"height":12}},{"id":"0e200eff-439a-4a64-ac24-68711d9e55b6","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":121,"box":{"x":88,"y":618,"width":862,"height":13}},{"id":"bdbbb551-0979-4f40-81aa-a7623856ad36","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":121,"box":{"x":89,"y":633,"width":875,"height":13}},{"id":"3764221d-5255-4fb2-849b-ac19b23bcc69","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":121,"box":{"x":89,"y":649,"width":860,"height":12}},{"id":"c7d46b08-998f-4de4-a37e-c34860ee44fa","block_type":"box","text":"periodic basis.","page_number":121,"box":{"x":89,"y":664,"width":98,"height":12}},{"id":"7a4825a8-529c-4e2e-9f84-2c99e44c8365","block_type":"box","text":"Transactions and special situations","page_number":121,"box":{"x":88,"y":690,"width":253,"height":13}},{"id":"68e253af-3c8e-4160-a6f0-7ae9aadbbc18","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":121,"box":{"x":88,"y":717,"width":813,"height":12}},{"id":"31f309bd-9964-494b-adf0-86aae2460707","block_type":"box","text":"proposals.","page_number":121,"box":{"x":89,"y":732,"width":70,"height":12}},{"id":"9a9e3397-0215-4367-8843-d6d968285c70","block_type":"box","text":"Mergers and acquisitions","page_number":121,"box":{"x":105,"y":758,"width":182,"height":13}},{"id":"0431ba18-0b89-4840-93e8-7185ae5c59aa","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":121,"box":{"x":88,"y":785,"width":856,"height":12}},{"id":"3bfd97fa-1a7a-402b-b7d1-208863b949f9","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":121,"box":{"x":89,"y":800,"width":846,"height":12}},{"id":"29b69b2b-d2bc-4bdc-89ab-89d5c1125d71","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":121,"box":{"x":89,"y":815,"width":861,"height":12}},{"id":"c6267a06-ceab-4cc2-8dd4-7a1449683018","block_type":"box","text":"the transaction enhances shareholder value. The board might consider establishing an ad hoc transaction committee to","page_number":121,"box":{"x":88,"y":830,"width":839,"height":12}},{"id":"ba6f63c4-424d-46fe-b080-349f2aef780e","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":121,"box":{"x":89,"y":845,"width":855,"height":12}},{"id":"434abd3e-a378-4f03-969b-2d7ce3387d6a","block_type":"box","text":"shareholders.","page_number":121,"box":{"x":89,"y":860,"width":93,"height":10}},{"id":"7f471d71-a6fe-4322-9943-e89b8ed10201","block_type":"box","text":"A-10","page_number":121,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"07c8c967-edfb-43f6-bc62-6e16da93e49b","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":122,"box":{"x":88,"y":44,"width":727,"height":12}},{"id":"285d4d02-5ea9-42b3-8a16-8b83b67289ec","block_type":"box","text":"Anti-takeover defenses","page_number":122,"box":{"x":104,"y":70,"width":167,"height":10}},{"id":"3a1b48ae-f484-4c9b-a806-626979b15d03","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":122,"box":{"x":89,"y":97,"width":842,"height":12}},{"id":"7d8b5e94-631f-4cf7-a967-fb9c814d3e8d","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":122,"box":{"x":89,"y":112,"width":867,"height":12}},{"id":"49f119cd-c036-44c6-ae4d-2d2fc12736dd","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":122,"box":{"x":89,"y":127,"width":865,"height":12}},{"id":"044c0b3f-dfdf-4bfd-b30d-575130d32e50","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":122,"box":{"x":89,"y":142,"width":832,"height":12}},{"id":"57188dee-d4ab-4c81-b7cc-7c6a86f11a12","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":122,"box":{"x":89,"y":157,"width":856,"height":13}},{"id":"f4e6440f-d38c-40d5-988c-8b8ed3443ea6","block_type":"box","text":"should be limited in term and threshold, and also be closely monitored by the independent members of the board. We","page_number":122,"box":{"x":89,"y":172,"width":824,"height":13}},{"id":"aa9fa92d-a1b9-44e7-8a37-6228545db6ef","block_type":"box","text":"consider it good practice for companies to put to a shareholder vote any mechanisms expected to be in place for more than","page_number":122,"box":{"x":89,"y":188,"width":865,"height":12}},{"id":"bf03c22d-5429-4ec1-9f50-070298834b8a","block_type":"box","text":"12 months.","page_number":122,"box":{"x":90,"y":203,"width":77,"height":9}},{"id":"775c0276-cf5d-42eb-b82f-78a473650ac4","block_type":"box","text":"Shareholder activism","page_number":122,"box":{"x":105,"y":229,"width":151,"height":10}},{"id":"7d1b2048-3ddc-411a-9c1f-51bbaf4b3c16","block_type":"box","text":"When companies are the focus of an activism campaign, we may communicate with the activist to understand their analysis","page_number":122,"box":{"x":88,"y":256,"width":872,"height":12}},{"id":"5c1e895b-c8d3-42c9-8ff6-4f8e32ec181e","block_type":"box","text":"and objectives, once they have publicly disclosed their campaign. We may also engage with company management and","page_number":122,"box":{"x":89,"y":271,"width":837,"height":12}},{"id":"5f32ccf7-3f33-4cfe-98fc-160d9bf3481e","block_type":"box","text":"possibly board members, especially those the activist may be seeking to replace. In our assessment, we evaluate various","page_number":122,"box":{"x":89,"y":286,"width":839,"height":12}},{"id":"9f9eddec-6e41-4153-87dd-5b434f434300","block_type":"box","text":"factors, including the concerns raised by the activist and the case for change; the quality of both the activist’s and","page_number":122,"box":{"x":88,"y":301,"width":796,"height":12}},{"id":"f29a1eef-fea0-4819-8df8-6936270189f8","block_type":"box","text":"management’s plans; and the qualifications of each party’s candidates. We evaluate each contested situation by assessing","page_number":122,"box":{"x":89,"y":316,"width":854,"height":12}},{"id":"f9043bc1-2241-48a8-a0b0-c1eb5e519fbd","block_type":"box","text":"the potential financial outcome for our clients as minority shareholders.","page_number":122,"box":{"x":88,"y":331,"width":502,"height":12}},{"id":"c29e26f3-5952-4f73-8810-b86b314ec776","block_type":"box","text":"We may support board candidates nominated by a shareholder activist if BAIS, in its independent judgment, or the relevant","page_number":122,"box":{"x":88,"y":358,"width":861,"height":12}},{"id":"e770bcbe-87d0-4c6c-a2f5-0e7182498c19","block_type":"box","text":"portfolio manager has determined that there is a case for change to enhance shareholder value, or if the incumbent board","page_number":122,"box":{"x":89,"y":373,"width":853,"height":12}},{"id":"29481d4f-3b89-4081-9c45-a5f6b6ae788b","block_type":"box","text":"members do not demonstrate the relevant skills and expertise or have a poor track record of protecting shareholders’","page_number":122,"box":{"x":89,"y":388,"width":820,"height":12}},{"id":"f0b9090a-1751-4cd6-95c5-11b7372775fb","block_type":"box","text":"interests.","page_number":122,"box":{"x":89,"y":404,"width":62,"height":9}},{"id":"362672d5-a820-4f88-96bd-2d5f220dc46b","block_type":"box","text":"Significant shareholders and related party transactions","page_number":122,"box":{"x":105,"y":429,"width":396,"height":13}},{"id":"db71edcb-dfec-49d7-b90a-d7e487c30484","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should give equitable consideration to the interests of all","page_number":122,"box":{"x":89,"y":456,"width":825,"height":12}},{"id":"f5c67974-3af8-4eda-be53-6b0916836e0c","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":122,"box":{"x":89,"y":471,"width":396,"height":12}},{"id":"767e4dbc-c56d-4953-8fa6-9a1394a12bfe","block_type":"box","text":"We consider it good practice for transactions with related parties, such as significant shareholders or companies affiliated","page_number":122,"box":{"x":88,"y":497,"width":850,"height":13}},{"id":"611f42ce-f5d9-4d13-8941-65f797642c63","block_type":"box","text":"with the public company, to be disclosed in detail and conducted on terms similar to what would objectively have been","page_number":122,"box":{"x":88,"y":513,"width":832,"height":12}},{"id":"61c23750-ce31-4968-aea6-897bdedad66d","block_type":"box","text":"agreed with a non-related party. In our view, such transactions should be reviewed and approved by the independent","page_number":122,"box":{"x":89,"y":528,"width":817,"height":12}},{"id":"5e485480-10c9-452e-81a3-70287eacbfbf","block_type":"box","text":"members of the board, and if voted on, only disinterested shareholders should vote.","page_number":122,"box":{"x":89,"y":543,"width":585,"height":12}},{"id":"51659aa2-efc8-4745-9e60-76027ac0a7df","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":122,"box":{"x":89,"y":569,"width":352,"height":13}},{"id":"a417258b-1289-4200-8d6a-2683db61e3db","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":122,"box":{"x":89,"y":596,"width":783,"height":12}},{"id":"48266f3b-084e-4bb9-b314-3274acc5fb36","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":122,"box":{"x":89,"y":611,"width":868,"height":12}},{"id":"03fd20b0-e2ed-450d-9a64-4b072cda64da","block_type":"box","text":"the company to create shareholder value over time. We consider it good practice for the board to oversee corporate reporting","page_number":122,"box":{"x":88,"y":626,"width":876,"height":12}},{"id":"4daeddb7-19f6-4e07-a0d9-fb4a9838a765","block_type":"box","text":"and the policies and procedures underpinning the internal audit function and external audit.","page_number":122,"box":{"x":89,"y":641,"width":644,"height":12}},{"id":"b6cac1fe-879c-4cfb-bf89-2d0133f33097","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors, and other stakeholders, on its","page_number":122,"box":{"x":88,"y":668,"width":836,"height":12}},{"id":"eaeb27f4-3e69-4fb6-bb2c-59ad0f2a3788","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":122,"box":{"x":88,"y":683,"width":879,"height":12}},{"id":"6eb3dedb-ba2b-4393-a302-90e45e658e54","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":122,"box":{"x":89,"y":698,"width":862,"height":12}},{"id":"5899d36e-c27a-4e6b-8f86-d958707e2afe","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":122,"box":{"x":89,"y":713,"width":864,"height":12}},{"id":"5fe3facf-aa8a-446e-8ec5-6b7d197e8f57","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":122,"box":{"x":89,"y":728,"width":862,"height":12}},{"id":"93d2776b-61c2-444a-bc68-666ec52b3864","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":122,"box":{"x":89,"y":743,"width":862,"height":12}},{"id":"4c12e5e7-7695-4ea6-acf0-68698b0e791d","block_type":"box","text":"and the implications of these, disclosed.","page_number":122,"box":{"x":89,"y":758,"width":279,"height":13}},{"id":"10dd6ac8-5609-4f5d-afd8-b922ef7d3572","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":122,"box":{"x":89,"y":785,"width":819,"height":12}},{"id":"4e7c2d03-ae33-4855-a28d-1a512591cc29","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial information, internal","page_number":122,"box":{"x":89,"y":800,"width":850,"height":12}},{"id":"478a925c-de7a-4756-8c4f-9ea522ea9c68","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":122,"box":{"x":89,"y":815,"width":863,"height":12}},{"id":"dd7b0f94-91f0-41f6-89f0-9a7f26efe1a0","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":122,"box":{"x":88,"y":830,"width":878,"height":12}},{"id":"a22b0f5c-36f9-446e-b497-cdc9841b0547","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":122,"box":{"x":88,"y":845,"width":840,"height":12}},{"id":"30e97186-00e7-4510-be73-4c344d1a34d4","block_type":"box","text":"external audit process annually.","page_number":122,"box":{"x":89,"y":860,"width":219,"height":13}},{"id":"d4411b20-f6b3-4234-b8e4-600f88d2d0e6","block_type":"box","text":"A-11","page_number":122,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"bf44c758-49bf-495a-8eb7-518fbcd48f65","block_type":"box","text":"Similarly, we encourage companies to disclose material sustainability-related factors that are integral to how a company","page_number":123,"box":{"x":88,"y":44,"width":841,"height":12}},{"id":"0dcba5dc-f8f2-4b6c-853c-a9e2729a2696","block_type":"box","text":"manages risks or generates revenue. BAIS finds it helpful to our understanding when companies provide robust, standardized","page_number":123,"box":{"x":89,"y":59,"width":877,"height":12}},{"id":"172d1b4a-0f5f-4e15-a41a-ced0e8a63d9b","block_type":"box","text":"disclosures on their material sustainability-related risks and opportunities. The International Sustainability Standards Board","page_number":123,"box":{"x":89,"y":74,"width":860,"height":12}},{"id":"8f6102e9-141a-4ad6-a0dc-b26f0bee6a41","block_type":"box","text":"(ISSB) is one entity working to meet these objectives through its reporting standards, which may be helpful to companies in","page_number":123,"box":{"x":89,"y":89,"width":865,"height":13}},{"id":"9a8ae250-0a36-481d-a1a1-9e35b4528cb0","block_type":"box","text":"preparing such reports.","page_number":123,"box":{"x":89,"y":104,"width":161,"height":13}},{"id":"47e0ad2f-3ad1-41cc-b395-03f8e62f0641","block_type":"box","text":"(9)","page_number":123,"box":{"x":252,"y":102,"width":14,"height":8}},{"id":"bbb00e2a-c8bc-4f68-8359-52777b9609bf","block_type":"box","text":"However, we do not mandate any specific disclosure framework, and note that companies in","page_number":123,"box":{"x":272,"y":104,"width":647,"height":13}},{"id":"d50ecad5-556b-433b-97bc-e9294a75cc17","block_type":"box","text":"certain jurisdictions are subject to mandatory reporting requirements under standards specified by policy makers.","page_number":123,"box":{"x":89,"y":119,"width":794,"height":13}},{"id":"c7b7d9dd-8c7e-423c-9965-a38caa75d75d","block_type":"box","text":"(10)","page_number":123,"box":{"x":885,"y":117,"width":20,"height":8}},{"id":"e4f986f4-1d59-46d6-bea3-ae22e37549d3","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":123,"box":{"x":89,"y":146,"width":868,"height":12}},{"id":"2f5989e3-b113-43b4-bf7f-2437ecceb82a","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":123,"box":{"x":89,"y":161,"width":797,"height":12}},{"id":"b107d282-4195-42bb-9fa0-c8134e82475c","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":123,"box":{"x":89,"y":176,"width":813,"height":13}},{"id":"f2b9f233-0fe3-426d-8342-5005b95f5a38","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":123,"box":{"x":89,"y":191,"width":532,"height":13}},{"id":"38db6abe-30ec-4f1d-96a9-1c1331e5b202","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":123,"box":{"x":88,"y":218,"width":879,"height":12}},{"id":"fc27537d-1b37-4e7a-9e0e-fd8768171950","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":123,"box":{"x":89,"y":233,"width":856,"height":12}},{"id":"95486849-d2cf-4314-a3ca-34db9fca10d5","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":123,"box":{"x":89,"y":248,"width":850,"height":12}},{"id":"bc69e2f4-2d41-45a7-9c9f-42118f6d9d9b","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":123,"box":{"x":89,"y":263,"width":867,"height":12}},{"id":"2b962f3a-1f09-49f2-9ef8-4282842ba1dd","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":123,"box":{"x":88,"y":278,"width":837,"height":13}},{"id":"24f7cd80-e596-4bbc-a8a7-e0c22b23bfe0","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":123,"box":{"x":89,"y":293,"width":618,"height":13}},{"id":"1ed4018e-85ff-40f7-8cd1-a064dfa33a51","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":123,"box":{"x":88,"y":320,"width":824,"height":12}},{"id":"bbb01989-97cb-4d2e-8a48-981f97b00665","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":123,"box":{"x":89,"y":335,"width":826,"height":12}},{"id":"e3e1c010-648b-4fe2-9411-c162c3af78cb","block_type":"box","text":"statements or the discharge of the board when we are concerned about the quality of corporate reporting or the audit. We","page_number":123,"box":{"x":89,"y":350,"width":856,"height":12}},{"id":"e704e2bf-fdd6-41cc-9e2f-76ec6cad97e1","block_type":"box","text":"may vote against proposals to appoint the auditor, ratify the audit report, or approve the audit fee if we are concerned about","page_number":123,"box":{"x":89,"y":365,"width":868,"height":12}},{"id":"3f3535a5-cc22-41ae-b564-4b60dd6062d1","block_type":"box","text":"the auditor’s independence, the quality of the audit, or there are material misstatements in financial reports and the board","page_number":123,"box":{"x":88,"y":380,"width":854,"height":13}},{"id":"086e5ea5-7b33-4511-9609-efdadbf8ae5f","block_type":"box","text":"has not established reasonable remediation plans.","page_number":123,"box":{"x":89,"y":395,"width":349,"height":13}},{"id":"b7485f15-a5db-42fb-ba54-075c75e9ce42","block_type":"box","text":"Shareholder rights and protections","page_number":123,"box":{"x":88,"y":422,"width":252,"height":12}},{"id":"4fc9aacc-5f17-4a69-8907-520e70e00ba9","block_type":"box","text":"General shareholder meetings","page_number":123,"box":{"x":105,"y":448,"width":217,"height":13}},{"id":"bd1f94cb-95c0-4a15-b900-02c2bbe34efc","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":123,"box":{"x":89,"y":475,"width":875,"height":12}},{"id":"3d2c54c3-d57e-425e-99fb-1b53e40d8b0b","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":123,"box":{"x":89,"y":490,"width":831,"height":12}},{"id":"b71ddaab-b8be-4485-9fc8-3a9da4698e73","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":123,"box":{"x":89,"y":505,"width":846,"height":12}},{"id":"f2203e66-f033-4ab8-aafd-eab8b734802a","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":123,"box":{"x":88,"y":520,"width":823,"height":12}},{"id":"ae49e461-25d6-4750-9e7b-31b05e445b25","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":123,"box":{"x":88,"y":535,"width":774,"height":13}},{"id":"1415de34-caf0-4d29-a27d-f053ba97cd93","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":123,"box":{"x":88,"y":562,"width":877,"height":12}},{"id":"6fa57621-6610-4b11-828e-37a68695be61","block_type":"box","text":"manner or do not provide sufficient information for us to make an informed voting decision. We may vote against directors if","page_number":123,"box":{"x":89,"y":577,"width":874,"height":12}},{"id":"3b83f059-9582-48f5-941b-683efe39298a","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":123,"box":{"x":88,"y":592,"width":704,"height":12}},{"id":"54791d1f-5e7a-4d3b-8f57-f9dbeb1aad6c","block_type":"box","text":"Bylaw amendments","page_number":123,"box":{"x":106,"y":618,"width":140,"height":13}},{"id":"0021f609-bc0b-426d-901a-9f722ce95d9d","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":123,"box":{"x":88,"y":645,"width":860,"height":12}},{"id":"7eb26d9b-c5be-46c8-b6f1-57deb4631430","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":123,"box":{"x":89,"y":660,"width":873,"height":12}},{"id":"4228a9b4-35e5-4834-846f-1d4195a0843b","block_type":"box","text":"to a shareholder vote.","page_number":123,"box":{"x":88,"y":675,"width":151,"height":10}},{"id":"203c2b09-e923-4a58-96af-722418fff22d","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections or introduce additional burdens. We","page_number":123,"box":{"x":88,"y":702,"width":875,"height":12}},{"id":"47ded1f2-ee9c-4e4b-9c6c-001a93e17cfd","block_type":"box","text":"may vote against directors if material changes are made to the bylaws without shareholder approval.","page_number":123,"box":{"x":89,"y":717,"width":703,"height":12}},{"id":"9c97cf55-f257-44cf-9aa4-85adfac3bf32","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":123,"box":{"x":89,"y":743,"width":876,"height":12}},{"id":"7560d7da-95bf-4ef7-84b9-13625b298b57","block_type":"box","text":"meaningful shareholding, the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":123,"box":{"x":89,"y":758,"width":867,"height":13}},{"id":"7361512a-6549-41c7-862a-2127aa1297c1","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":123,"box":{"x":89,"y":773,"width":579,"height":13}},{"id":"0b87cb2b-e91d-4e9d-9cbb-308dc912f8c5","block_type":"box","text":"(9) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. Please refer to the","page_number":123,"box":{"x":89,"y":803,"width":831,"height":10}},{"id":"66350780-8d74-403d-873d-c5659176e89d","block_type":"box","text":"IFRS","page_number":123,"box":{"x":925,"y":803,"width":23,"height":8}},{"id":"4c483d56-c5b9-4b54-befc-5154a32924b2","block_type":"box","text":"website to learn more about the framework and standards S1 “General Requirements for Disclosure of Sustainability-related Financial Information”","page_number":123,"box":{"x":121,"y":816,"width":824,"height":9}},{"id":"b01f1b6d-727b-441d-a989-ba13070284f7","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":123,"box":{"x":121,"y":828,"width":209,"height":8}},{"id":"85e6949a-16ad-4f1f-8d1d-1600e9c48b78","block_type":"box","text":"(10) See, for examples, https://www.ifrs.org/news-and-events/news/2025/06/ifrs-foundation-publishes-jurisdictional-profiles-issb-st","page_number":123,"box":{"x":89,"y":843,"width":765,"height":10}},{"id":"1ae19a53-a1da-44af-bbcd-329ba3ffaedc","block_type":"box","text":"andards/ and","page_number":123,"box":{"x":855,"y":843,"width":75,"height":8}},{"id":"bf304070-cfa2-4ea4-8aa6-c4759e47ce02","block_type":"box","text":"https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and","page_number":123,"box":{"x":121,"y":856,"width":569,"height":10}},{"id":"59e76a06-255e-40f5-97df-31164f313bf1","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":123,"box":{"x":121,"y":868,"width":379,"height":10}},{"id":"0e319aa2-b1e9-4c1b-bbbd-0ff68f34c224","block_type":"box","text":"A-12","page_number":123,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"4e094348-c758-4c31-b46b-d7d0932fe702","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":124,"box":{"x":89,"y":44,"width":876,"height":12}},{"id":"5ad2d0df-d407-4126-99b2-f49324b38474","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":124,"box":{"x":89,"y":59,"width":863,"height":12}},{"id":"81dce6ee-4cf8-4470-be84-51ef0fd8b2d8","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":124,"box":{"x":89,"y":74,"width":756,"height":12}},{"id":"a21651d8-2b6c-4369-af64-b941fee5ca9b","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":124,"box":{"x":88,"y":101,"width":878,"height":12}},{"id":"eb5ddd7c-1ade-4445-a4c8-85b29742040d","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":124,"box":{"x":88,"y":116,"width":696,"height":12}},{"id":"b5733e29-c22b-434d-989d-bff7cd4e5689","block_type":"box","text":"Change of domicile","page_number":124,"box":{"x":105,"y":142,"width":139,"height":12}},{"id":"481497cc-18a8-484e-9505-fabe047b4291","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":124,"box":{"x":88,"y":169,"width":842,"height":12}},{"id":"29835ab8-aec5-4a92-bc2d-d2f7bd13325b","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":124,"box":{"x":89,"y":184,"width":754,"height":12}},{"id":"d42fc8da-b7c1-4b0c-a3da-dcd9cba90895","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":124,"box":{"x":88,"y":210,"width":878,"height":13}},{"id":"e23cbfaf-a117-4334-9fdb-f7068f4f57fb","block_type":"box","text":"financial interests.","page_number":124,"box":{"x":88,"y":225,"width":126,"height":10}},{"id":"6257ed29-bd5b-43e6-afbd-6b9363ec0214","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":124,"box":{"x":105,"y":252,"width":446,"height":12}},{"id":"35faf483-0caa-471e-8c09-6cf2cc92b727","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":124,"box":{"x":89,"y":278,"width":826,"height":13}},{"id":"c76ac488-49b4-44a0-8510-d62b8c70edc2","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":124,"box":{"x":89,"y":293,"width":823,"height":13}},{"id":"5b170a35-d76c-4670-a2ef-65326f08f7a5","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":124,"box":{"x":89,"y":308,"width":455,"height":13}},{"id":"0c1e9f5b-9f9e-484d-bbeb-84cbf973b1c0","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":124,"box":{"x":88,"y":335,"width":871,"height":12}},{"id":"b5b03398-0be4-4f7d-bb04-f4eb55e42c60","block_type":"box","text":"not provided a credible argument for change.","page_number":124,"box":{"x":89,"y":350,"width":316,"height":12}},{"id":"8c339d46-eb87-4bb0-a876-2bbf78b158bf","block_type":"box","text":"Shareholder proposals","page_number":124,"box":{"x":88,"y":376,"width":163,"height":13}},{"id":"e3b8512d-10e5-4884-aa01-a9949bca6555","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":124,"box":{"x":88,"y":403,"width":813,"height":12}},{"id":"f843859f-8bc0-460d-871d-ea8870c88712","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":124,"box":{"x":89,"y":418,"width":846,"height":12}},{"id":"c3737bd5-fc22-45e3-9bc1-eda9ff2b02e3","block_type":"box","text":"majority of votes cast at the meeting. The topics raised can address a range of matters that may be relevant to a company’s","page_number":124,"box":{"x":89,"y":433,"width":864,"height":13}},{"id":"b84e685d-3082-4763-8443-41cc318ffb6d","block_type":"box","text":"business.","page_number":124,"box":{"x":89,"y":448,"width":63,"height":10}},{"id":"6850e37c-47ac-4e3f-9cc0-ebe63fe2efc7","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":124,"box":{"x":88,"y":475,"width":877,"height":12}},{"id":"b9fceae8-1c39-49ec-a129-f62480a3d053","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":124,"box":{"x":89,"y":490,"width":861,"height":12}},{"id":"751ce634-8c33-4b70-8013-00ee5a8ba9e6","block_type":"box","text":"being acted upon might have on financial performance.","page_number":124,"box":{"x":89,"y":505,"width":388,"height":12}},{"id":"085b6352-6b59-4235-83f6-829a4667281e","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":124,"box":{"x":89,"y":531,"width":861,"height":13}},{"id":"44c3e2e9-3e5a-4245-8706-4c199623ce97","block_type":"box","text":"understand the apparent difference in perspective. If we are concerned a company is not acting in shareholders’ financial","page_number":124,"box":{"x":89,"y":547,"width":844,"height":12}},{"id":"f1a2c6bd-c266-42c9-adbe-1e4f455aca72","block_type":"box","text":"interests, we may vote against the election of directors. We may support a relevant shareholder proposal if doing so is aligned","page_number":124,"box":{"x":89,"y":562,"width":877,"height":12}},{"id":"839e62ef-b4d5-41d8-ba92-0c4c40b57414","block_type":"box","text":"with our clients’ financial interests. We generally do not support shareholder proposals that are legally binding on the","page_number":124,"box":{"x":88,"y":577,"width":820,"height":12}},{"id":"6865c522-8cdf-4d95-a07c-363e7144c4f7","block_type":"box","text":"company, seek to alter a company’s strategy or direct its operations, or are unrelated to how a company manages risk or","page_number":124,"box":{"x":89,"y":592,"width":842,"height":12}},{"id":"b6e4b3cf-c557-4c4e-ae5c-ac8fc0aa0d79","block_type":"box","text":"generates financial returns.","page_number":124,"box":{"x":89,"y":607,"width":189,"height":12}},{"id":"91d6616b-5775-4a75-9fb5-329e35784bcd","block_type":"box","text":"BlackRock is subject to rules, regulations, agency guidance and contractual agreements that place restrictions and limitations","page_number":124,"box":{"x":89,"y":633,"width":878,"height":13}},{"id":"16104c6c-972a-4257-bdd4-46ce551597ed","block_type":"box","text":"on how we can interact with the companies in which we invest on behalf of our clients, including our ability to submit","page_number":124,"box":{"x":89,"y":649,"width":824,"height":12}},{"id":"8d78f11a-e6d9-431f-947c-69efd49ef67a","block_type":"box","text":"shareholder proposals. We do not submit shareholder proposals but can vote, on behalf of clients who authorize us to do so,","page_number":124,"box":{"x":89,"y":664,"width":870,"height":12}},{"id":"c2afe507-f8d3-4c1c-9fb9-753d42af9601","block_type":"box","text":"on proposals put forth by others.","page_number":124,"box":{"x":89,"y":679,"width":228,"height":12}},{"id":"99d59ae8-c531-47ad-957f-d42a3cb6aa1f","block_type":"box","text":"Corporate political activities","page_number":124,"box":{"x":89,"y":705,"width":202,"height":13}},{"id":"93f0aa3b-3c7f-4252-9e3b-e33ccf2a2d9a","block_type":"box","text":"A corporation’s ability to engage in the policy process is subject to rules and regulations set by the jurisdictions in which they","page_number":124,"box":{"x":88,"y":732,"width":876,"height":12}},{"id":"3649e021-b7bd-43b6-b4b4-b140eef99606","block_type":"box","text":"engage. When a corporation reports material financial risk related to policy and or regulatory changes, BAIS may seek to","page_number":124,"box":{"x":89,"y":747,"width":841,"height":12}},{"id":"44f2f78f-2a49-48d9-af6e-d3d05f8b4a5f","block_type":"box","text":"understand how it is addressing the material risk identified. We seek to understand how companies engage in corporate","page_number":124,"box":{"x":89,"y":762,"width":840,"height":12}},{"id":"06874750-bfb4-4d59-b174-9ba73ee0d44f","block_type":"box","text":"political activities and ensure that their participation is consistent with their public statements on policy matters material to","page_number":124,"box":{"x":89,"y":777,"width":862,"height":12}},{"id":"bf05522a-7d6a-475d-b97c-45dc1a953c33","block_type":"box","text":"the company’s long-term strategy. The board should be aware of the approach taken by management on corporate political","page_number":124,"box":{"x":88,"y":792,"width":866,"height":13}},{"id":"65c3d95d-9317-45ad-a0a1-8e9f9c34af02","block_type":"box","text":"activities as there can be reputational risks arising from inconsistencies between a company’s policy engagement and stated","page_number":124,"box":{"x":89,"y":807,"width":871,"height":13}},{"id":"b4c2435c-e591-4808-80bb-bfc96698b4ba","block_type":"box","text":"policy positions. Companies should, as a minimum, meet all regulatory disclosure requirements on political activities. We may","page_number":124,"box":{"x":89,"y":822,"width":879,"height":13}},{"id":"f62a6c98-7824-4350-a0fa-6fb3fa18c8c1","block_type":"box","text":"engage a company where we would like to better understand its approach to policy engagement, where relevant.","page_number":124,"box":{"x":89,"y":838,"width":791,"height":12}},{"id":"e7cd19e6-2585-4084-9169-3035aa449f89","block_type":"box","text":"A-13","page_number":124,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"85b86f4d-32e0-4393-8d34-cfd984a40af6","block_type":"box","text":"To mitigate the risk of inconsistencies, companies may wish to assess the alignment between their policy priorities and the","page_number":125,"box":{"x":88,"y":44,"width":860,"height":12}},{"id":"ef26d2fe-4b2b-4e64-885b-efd149f8bbbe","block_type":"box","text":"policy positions of the trade associations of which they are active members and any engagements undertaken by trade","page_number":125,"box":{"x":89,"y":59,"width":832,"height":12}},{"id":"d44e1ea4-17d6-4c44-8aba-998f0a7966bd","block_type":"box","text":"associations on behalf of members.","page_number":125,"box":{"x":89,"y":74,"width":248,"height":10}},{"id":"56963273-09ba-4b25-819d-d2a4c1f0b76d","block_type":"box","text":"We may support a relevant shareholder proposal, or vote against directors, where a company’s disclosures are insufficient to","page_number":125,"box":{"x":88,"y":101,"width":870,"height":12}},{"id":"195a6025-0a42-4aa6-bd65-0bff1c11fd43","block_type":"box","text":"address the material risk it has identified.","page_number":125,"box":{"x":89,"y":116,"width":286,"height":9}},{"id":"3c905198-f69e-4705-8ec7-9f0f1eeade56","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":125,"box":{"x":89,"y":142,"width":387,"height":12}},{"id":"9e1727fb-58a3-40aa-aefc-9985e74d8167","block_type":"box","text":"We seek to understand how companies manage the material risks and opportunities inherent in their business operations. In","page_number":125,"box":{"x":88,"y":169,"width":872,"height":12}},{"id":"1883b8a7-baa1-434f-8f5c-603c78466619","block_type":"box","text":"our experience, sustainability-related factors","page_number":125,"box":{"x":89,"y":184,"width":310,"height":12}},{"id":"8b79c8b5-e6e6-4bcb-a93e-574708dbb673","block_type":"box","text":"(11)","page_number":125,"box":{"x":401,"y":182,"width":20,"height":8}},{"id":"ef545ffe-00b5-446c-9f49-7f8eeed6fbcd","block_type":"box","text":"that are relevant to a company’s business or material to its financial","page_number":125,"box":{"x":426,"y":184,"width":472,"height":12}},{"id":"523f1122-65ac-4fe1-a92e-94440163854b","block_type":"box","text":"performance, are generally operational considerations embedded into day-to-day management systems. Certain","page_number":125,"box":{"x":89,"y":199,"width":787,"height":12}},{"id":"1ef14cc0-a2a6-474a-aef7-a0b07f6aa4bd","block_type":"box","text":"sustainability issues may also inform long-term strategic planning, for example, investing in product innovation in","page_number":125,"box":{"x":89,"y":214,"width":794,"height":12}},{"id":"eb805a3c-6497-40fd-8109-55468a2817ce","block_type":"box","text":"anticipation of changing consumer demand or adapting supply chains in response to changing regulatory requirements.","page_number":125,"box":{"x":89,"y":229,"width":843,"height":12}},{"id":"a7b2efa4-a40e-4fb9-9364-75d1fe6d243d","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":125,"box":{"x":88,"y":256,"width":864,"height":12}},{"id":"4e3bd684-2bcb-428c-a093-336d3e2fbb95","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":125,"box":{"x":89,"y":271,"width":862,"height":12}},{"id":"b92e8262-4ba9-47ac-a746-87a0145ae905","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":125,"box":{"x":89,"y":286,"width":783,"height":12}},{"id":"fb83acdd-29a1-4778-a96a-40abea84d996","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":125,"box":{"x":89,"y":301,"width":871,"height":12}},{"id":"33fd9858-85a6-4fd1-8fa9-9a5bc75421a3","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":125,"box":{"x":89,"y":316,"width":810,"height":12}},{"id":"7a3264cf-6741-4090-8782-85b9493aabae","block_type":"box","text":"investment.","page_number":125,"box":{"x":89,"y":332,"width":80,"height":9}},{"id":"64b7ebde-3ff6-432c-9480-9501fead8d1d","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":125,"box":{"x":88,"y":358,"width":834,"height":12}},{"id":"6ff31b34-4165-49d0-993f-33fddc633713","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":125,"box":{"x":89,"y":373,"width":762,"height":12}},{"id":"af1a21dd-1302-414c-b328-64db848c87c7","block_type":"box","text":"Key stakeholders","page_number":125,"box":{"x":89,"y":399,"width":121,"height":13}},{"id":"dc6db902-926a-4e02-8496-21a7c1035496","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":125,"box":{"x":89,"y":426,"width":842,"height":12}},{"id":"8393cd46-6b91-46c9-a92b-ea425e6a0f7a","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":125,"box":{"x":89,"y":441,"width":858,"height":12}},{"id":"3b49ce88-dd23-4934-8109-daaefbcf1af8","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":125,"box":{"x":88,"y":456,"width":843,"height":12}},{"id":"44f1585a-06ef-4348-aff4-cab6c5a2c396","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":125,"box":{"x":89,"y":471,"width":872,"height":12}},{"id":"2537e088-4664-40a6-9447-346876b71baf","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":125,"box":{"x":89,"y":486,"width":865,"height":12}},{"id":"8854e93d-f7ab-4e3d-ae3a-c4e127c9eb84","block_type":"box","text":"be financially resilient over time.","page_number":125,"box":{"x":89,"y":501,"width":223,"height":13}},{"id":"e50a76b2-05e9-4d6a-beb6-e67b8441a40a","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":125,"box":{"x":89,"y":528,"width":367,"height":12}},{"id":"3a1404e6-10a7-4dd2-9bbc-29ca0e73c4b8","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":125,"box":{"x":89,"y":554,"width":847,"height":12}},{"id":"ed7d10b6-61a8-4641-9960-9dba66edfad9","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":125,"box":{"x":88,"y":569,"width":875,"height":13}},{"id":"35b72788-cb61-4be1-8762-b49ec91833b4","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":125,"box":{"x":89,"y":584,"width":864,"height":13}},{"id":"3587ca53-a229-4f90-91d5-73c8884773fa","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":125,"box":{"x":88,"y":599,"width":878,"height":13}},{"id":"71437b42-f0d7-4195-bc68-5a2f51f3baee","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":125,"box":{"x":88,"y":615,"width":849,"height":12}},{"id":"ccbdb6d7-1d2b-4f62-90f2-4354f73904d7","block_type":"box","text":"levels. In addition, clients in separately managed accounts may instruct BlackRock to apply these guidelines to their holdings.","page_number":125,"box":{"x":89,"y":630,"width":875,"height":12}},{"id":"91c3793d-ce61-4b38-9961-2e0c7e0f50f2","block_type":"box","text":"Both in the case of funds and separately managed accounts, these guidelines are only implemented upon explicit selection","page_number":125,"box":{"x":89,"y":645,"width":858,"height":12}},{"id":"240c9d3a-a4f7-4142-903f-f2c985ab53e3","block_type":"box","text":"and approval by the applicable fund board or client.","page_number":125,"box":{"x":89,"y":660,"width":358,"height":12}},{"id":"4940c53b-9bab-4c9c-8985-816155615ba5","block_type":"box","text":"These decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":125,"box":{"x":88,"y":686,"width":874,"height":13}},{"id":"a42f4fd0-edcf-465c-bef6-0530016ee412","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":125,"box":{"x":88,"y":702,"width":867,"height":12}},{"id":"3a7e1edb-cca2-4242-a8b8-0fd5bd645c08","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":125,"box":{"x":89,"y":717,"width":872,"height":12}},{"id":"9341c440-1a92-4037-b4eb-4b5521bbd1ec","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization. It is","page_number":125,"box":{"x":88,"y":732,"width":870,"height":12}},{"id":"a0aa7231-5ea4-4c0e-acfe-128d90223324","block_type":"box","text":"helpful to investors’ understanding when these disclosures include an explanation of the decarbonization scenarios a","page_number":125,"box":{"x":89,"y":747,"width":819,"height":12}},{"id":"30bf23bc-db2e-4d3f-8af3-4d4af382a538","block_type":"box","text":"(11) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mo","page_number":125,"box":{"x":89,"y":793,"width":824,"height":10}},{"id":"1420fb27-3adb-4f68-adec-0ca35a27e947","block_type":"box","text":"del that","page_number":125,"box":{"x":914,"y":793,"width":42,"height":8}},{"id":"b7ee151f-edb4-4ec2-824c-f0249fe2d1a3","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":125,"box":{"x":121,"y":805,"width":826,"height":10}},{"id":"2cf1e465-777d-427b-8877-475d1a3b37f2","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":125,"box":{"x":121,"y":818,"width":832,"height":10}},{"id":"14f5a6eb-b9b7-43c1-b175-45aa5977dd58","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":125,"box":{"x":121,"y":831,"width":818,"height":10}},{"id":"38ef4c35-2237-4d12-aeda-449d620607c9","block_type":"box","text":"e","page_number":125,"box":{"x":940,"y":833,"width":5,"height":5}},{"id":"13f08e87-6e2e-47bf-be00-b18834cd668f","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":125,"box":{"x":121,"y":843,"width":823,"height":10}},{"id":"e8eb560a-f5f8-4a61-a9f3-d907457be5d6","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":125,"box":{"x":121,"y":856,"width":785,"height":10}},{"id":"ef730487-60f2-4304-94fa-cae99bfb3a27","block_type":"box","text":"onsider","page_number":125,"box":{"x":907,"y":856,"width":46,"height":8}},{"id":"7217368e-9699-4a61-9e2f-b33d0a30e012","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":125,"box":{"x":121,"y":868,"width":323,"height":10}},{"id":"6d17975c-cd2f-4f8b-a93b-3b73fdd9cc55","block_type":"box","text":"A-14","page_number":125,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"b4c0dbfc-1868-41c5-8032-219fda5e888f","block_type":"box","text":"company is using in its near- and long-term planning, as well as its scope 1, scope 2 and material scope 3 greenhouse gas","page_number":126,"box":{"x":89,"y":44,"width":854,"height":12}},{"id":"37f168fc-40d9-4385-ba12-4700a2a6fa54","block_type":"box","text":"(GHG) emissions and reduction targets for scope 1 and 2 emissions.","page_number":126,"box":{"x":89,"y":59,"width":477,"height":12}},{"id":"58c6b63c-723b-41ae-b809-b731f1783bfc","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":126,"box":{"x":89,"y":85,"width":875,"height":13}},{"id":"52db1f3d-eef3-4a6c-932f-cded7d76d283","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately acting to address or disclosing material","page_number":126,"box":{"x":89,"y":101,"width":820,"height":12}},{"id":"e8500b07-accd-4ecb-874f-8f05e75697df","block_type":"box","text":"climate-related risks, consistent with the parameters set out in these climate- and decarbonization-specific guidelines. We","page_number":126,"box":{"x":89,"y":116,"width":854,"height":12}},{"id":"ffebe161-b360-4068-bc79-ec8bcd038474","block_type":"box","text":"may recommend supporting shareholder proposals seeking information relevant to a company’s stated low-carbon transition","page_number":126,"box":{"x":89,"y":131,"width":878,"height":12}},{"id":"b9bc1172-7973-46b9-9993-c3cc45d6112f","block_type":"box","text":"strategy or targets that the company does not currently provide and that would be helpful to investment decision-making.","page_number":126,"box":{"x":89,"y":146,"width":855,"height":12}},{"id":"13a3b713-b46a-4b46-9480-9138c3322147","block_type":"box","text":"We would not recommend support for shareholder proposals that seek to constrain board or management decision-making","page_number":126,"box":{"x":88,"y":161,"width":869,"height":12}},{"id":"722b5343-8f3d-4149-abcf-ece8b7350ce9","block_type":"box","text":"or direct specific business or strategic decisions. As under the BAIS benchmark approach, the active portfolio managers are","page_number":126,"box":{"x":89,"y":176,"width":862,"height":13}},{"id":"5e7ef3b9-0e89-4c3e-adbe-9bcafb90e1e8","block_type":"box","text":"ultimately responsible for voting consistent with their investment mandate and fund objectives. For the funds and accounts","page_number":126,"box":{"x":89,"y":191,"width":864,"height":13}},{"id":"9359c916-fb48-4fab-bda4-d049fa660464","block_type":"box","text":"in scope, voting on matters not related to climate risk and the energy transition is undertaken in line with BAIS’ benchmark","page_number":126,"box":{"x":89,"y":206,"width":859,"height":13}},{"id":"f9fd1b20-95b2-4b99-b27f-ea8a0b0ed9ef","block_type":"box","text":"guidelines.","page_number":126,"box":{"x":89,"y":222,"width":73,"height":12}},{"id":"29e07cd9-11fd-4f99-adda-2871f09a1830","block_type":"box","text":"Appendix 1: How we fulfil and oversee our investment stewardship responsibilities for non-index equity investment","page_number":126,"box":{"x":88,"y":248,"width":834,"height":12}},{"id":"d4345334-a794-4cbe-a0b6-003ee30a55a5","block_type":"box","text":"strategies","page_number":126,"box":{"x":89,"y":264,"width":69,"height":11}},{"id":"14081b35-f32f-42a9-9512-9aab91745305","block_type":"box","text":"Oversight","page_number":126,"box":{"x":105,"y":290,"width":69,"height":12}},{"id":"3dddc247-0451-4dcb-adf3-dffd7ebbea09","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":126,"box":{"x":88,"y":316,"width":865,"height":12}},{"id":"33f958de-adb8-4c97-b2aa-b3531b2264d1","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (the “Guidelines”), which","page_number":126,"box":{"x":88,"y":331,"width":835,"height":12}},{"id":"c5dfa37c-d272-4ded-8169-65c41b3d6bad","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":126,"box":{"x":89,"y":346,"width":878,"height":13}},{"id":"68bf200d-9fa4-4fb3-ae3a-3de155022df6","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":126,"box":{"x":88,"y":361,"width":868,"height":13}},{"id":"43efce74-dc64-4b27-9cce-5e9c368c1936","block_type":"box","text":"reporting lines, and oversight.","page_number":126,"box":{"x":89,"y":376,"width":207,"height":13}},{"id":"0e340b65-59f4-4714-915b-713ec52a870f","block_type":"box","text":"The Stewardship Leaders Group, comprised of senior active investors and other relevant stakeholders in BlackRock’s legal,","page_number":126,"box":{"x":88,"y":403,"width":854,"height":12}},{"id":"aafebbd2-c4c5-4176-a164-35fb4c35d1ec","block_type":"box","text":"public policy, sustainability and communications teams, helps shape the firm’s approach to investment stewardship on non","page_number":126,"box":{"x":89,"y":418,"width":869,"height":12}},{"id":"284792d7-da9f-4ee1-b0b1-26485ce23592","block_type":"box","text":"index equity investment strategies. The Group may advise on and review amendments to BAIS’ policies and practices. It does","page_number":126,"box":{"x":89,"y":433,"width":874,"height":13}},{"id":"8c6371aa-b32a-4f54-8df2-085d7a71d1ed","block_type":"box","text":"not determine voting decisions, which are the responsibility of BAIS and the relevant active equity investors.","page_number":126,"box":{"x":89,"y":448,"width":753,"height":13}},{"id":"d92f3603-735c-42c4-9fc8-5b5665be417d","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":126,"box":{"x":89,"y":475,"width":862,"height":12}},{"id":"3d94d50c-6301-4a0c-8c17-f252a624cfa3","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":126,"box":{"x":89,"y":490,"width":873,"height":12}},{"id":"93040941-cc7b-4cfc-b179-d35ac3b678dc","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":126,"box":{"x":89,"y":505,"width":874,"height":12}},{"id":"e629eb15-bd8c-424d-9d4d-71176ca3bbcd","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":126,"box":{"x":89,"y":520,"width":878,"height":12}},{"id":"2ed0b361-beeb-4185-b46d-cd59f5131d3f","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":126,"box":{"x":89,"y":535,"width":807,"height":13}},{"id":"caf7dd75-e9c3-4ffb-92d8-551a872097e0","block_type":"box","text":"Voting guidelines and vote execution","page_number":126,"box":{"x":104,"y":562,"width":267,"height":12}},{"id":"601b63ec-fa2b-404c-9c53-428571d94341","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":126,"box":{"x":89,"y":588,"width":866,"height":12}},{"id":"d3d8025b-e86d-4531-b02b-608fe1eebbc2","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":126,"box":{"x":88,"y":603,"width":863,"height":13}},{"id":"003a18f3-7396-488e-93dc-4825a73d0ae7","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":126,"box":{"x":88,"y":618,"width":863,"height":13}},{"id":"040c3912-62d7-4716-819a-735cda5bc062","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":126,"box":{"x":88,"y":633,"width":877,"height":13}},{"id":"0402d2af-5621-4197-8e43-43680a9e8c07","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":126,"box":{"x":88,"y":649,"width":848,"height":12}},{"id":"c9a4c4eb-3578-435e-bd45-64e238b90d8c","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":126,"box":{"x":89,"y":664,"width":841,"height":12}},{"id":"5af529be-507d-4d53-8026-07db5545a30d","block_type":"box","text":"below).","page_number":126,"box":{"x":89,"y":679,"width":50,"height":12}},{"id":"2a1442c5-5453-4076-9fd8-e7ea3d91c06b","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":126,"box":{"x":88,"y":705,"width":859,"height":13}},{"id":"96dfeb34-38de-407a-a250-a76fe975dbdd","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":126,"box":{"x":89,"y":720,"width":846,"height":13}},{"id":"0aa2780b-c6e2-48d3-9d37-206b148c1e1b","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":126,"box":{"x":89,"y":736,"width":619,"height":12}},{"id":"a68dae5b-63a4-4687-bfa1-eb66490d2b3a","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":126,"box":{"x":88,"y":762,"width":862,"height":12}},{"id":"b10a5d74-e3f1-4218-89c1-9152545240cc","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":126,"box":{"x":89,"y":777,"width":863,"height":12}},{"id":"c08b340b-81f3-4a82-8586-9ce67f7b89d4","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":126,"box":{"x":89,"y":792,"width":827,"height":13}},{"id":"ec244bae-dbce-4565-b438-0023f07c3448","block_type":"box","text":"insight into how we typically approach issues that are commonly put to a shareholder vote. The Guidelines are reviewed","page_number":126,"box":{"x":89,"y":807,"width":840,"height":13}},{"id":"2a80e1d3-89b4-4a4d-8eb2-24978a73cc1e","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":126,"box":{"x":89,"y":822,"width":826,"height":13}},{"id":"5908058c-2d26-460e-8eb5-6e12260c3afc","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":126,"box":{"x":88,"y":838,"width":854,"height":12}},{"id":"43acfc3a-9031-40d6-a3d8-0f532142ea11","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":126,"box":{"x":89,"y":853,"width":452,"height":12}},{"id":"47124da2-e7db-4a7a-9b19-aedde42448dc","block_type":"box","text":"A-15","page_number":126,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"c6e937da-4132-48bf-af8e-f78a75335925","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":127,"box":{"x":89,"y":44,"width":846,"height":12}},{"id":"65a8b000-1cd6-4ff8-8d75-ec87bf7e21af","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":127,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"7113a4ee-d3b6-45d3-b7af-3d4b9ecc5377","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":127,"box":{"x":89,"y":74,"width":804,"height":12}},{"id":"a63afa27-07bb-47c6-821b-5f8c5ef9c83c","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings from the point at","page_number":127,"box":{"x":89,"y":89,"width":877,"height":13}},{"id":"b636ef0d-2089-4c18-a26b-93207482ee35","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); v) potential difficulties in translating","page_number":127,"box":{"x":88,"y":104,"width":859,"height":13}},{"id":"a416e157-0076-4204-a7b8-20a0e19f4db7","block_type":"box","text":"the proxy; vi) regulatory constraints; and vii) requirements to provide local agents with powers of attorney to facilitate voting","page_number":127,"box":{"x":88,"y":119,"width":872,"height":13}},{"id":"6844e2e1-ecaf-4688-8dee-364cb4bfcfc9","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":127,"box":{"x":89,"y":135,"width":807,"height":12}},{"id":"5870f01f-abee-455b-99b8-a778d4260658","block_type":"box","text":"burdensome administrative requirements.","page_number":127,"box":{"x":89,"y":150,"width":292,"height":12}},{"id":"76f0196d-8936-4c59-9c69-6779473593b2","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":127,"box":{"x":89,"y":176,"width":878,"height":13}},{"id":"43be516e-d77c-467d-8b0d-b87ad7a115c2","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":127,"box":{"x":89,"y":191,"width":869,"height":13}},{"id":"133fca97-d0b6-4296-8a60-33c2cfe66497","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":127,"box":{"x":89,"y":206,"width":878,"height":13}},{"id":"9be91767-924c-40bd-b2ed-1dae3e81bd6e","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":127,"box":{"x":89,"y":222,"width":397,"height":12}},{"id":"88c0bf4a-2065-4503-8106-24393da2fbbb","block_type":"box","text":"Voting Choice","page_number":127,"box":{"x":104,"y":248,"width":101,"height":12}},{"id":"30333d1a-a997-4f40-b027-bd8e36385d66","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":127,"box":{"x":89,"y":274,"width":855,"height":13}},{"id":"65836f33-8895-441c-9daa-647263f06af6","block_type":"box","text":"voting process where legally and operationally viable.","page_number":127,"box":{"x":88,"y":290,"width":373,"height":12}},{"id":"6b35f480-ae9e-466e-82c8-89084b86e934","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":127,"box":{"x":88,"y":316,"width":823,"height":12}},{"id":"11fb5673-f0d3-4128-89ac-8db29e374cbb","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":127,"box":{"x":89,"y":331,"width":832,"height":12}},{"id":"46005927-18c2-4953-8bf1-6159c1fd0061","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":127,"box":{"x":89,"y":346,"width":760,"height":13}},{"id":"b400a5bd-e970-46c6-bea3-7a053818ce2a","block_type":"box","text":"(12)","page_number":127,"box":{"x":855,"y":344,"width":20,"height":8}},{"id":"e49d4dff-1aac-432f-8fb9-7b9ba58d7abc","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":127,"box":{"x":88,"y":373,"width":880,"height":12}},{"id":"4e846c06-c722-4811-9635-b5d5bb2edfd0","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":127,"box":{"x":89,"y":388,"width":833,"height":12}},{"id":"76885a5a-0bb4-406e-869c-108b16158011","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":127,"box":{"x":89,"y":403,"width":863,"height":12}},{"id":"7ca25ecd-8990-4c1d-90f3-43403991cf12","block_type":"box","text":"because of Voting Choice.","page_number":127,"box":{"x":89,"y":418,"width":180,"height":12}},{"id":"dcc84606-ca94-4623-96e3-797aa97121a0","block_type":"box","text":"(13)","page_number":127,"box":{"x":271,"y":416,"width":20,"height":8}},{"id":"1712f6d0-7612-4586-b39d-b1f17de1212e","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":127,"box":{"x":105,"y":445,"width":400,"height":12}},{"id":"ba34d378-43b0-40d1-bafc-fb719b156520","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":127,"box":{"x":88,"y":471,"width":877,"height":12}},{"id":"7baf134b-c9c2-46e4-946e-57b722abd7cd","block_type":"box","text":"as voting infrastructure. BlackRock contracts primarily with the vote services provider ISS and leverages its online platform to","page_number":127,"box":{"x":89,"y":486,"width":873,"height":12}},{"id":"70316e66-04ec-417d-a234-21237ad8436c","block_type":"box","text":"supply research and support voting, record keeping, and reporting processes. We also use Glass Lewis’ research and analysis","page_number":127,"box":{"x":89,"y":501,"width":871,"height":13}},{"id":"69e575b6-e666-464a-829a-aa614e9f8619","block_type":"box","text":"as an input into our voting process. It is important to note that, although proxy research firms provide important data and","page_number":127,"box":{"x":89,"y":516,"width":851,"height":13}},{"id":"73efdb20-f4f4-4e75-9cec-d5cd274a0245","block_type":"box","text":"analysis, BAIS does not rely solely on their information or follow their voting recommendations. A company’s disclosures, our","page_number":127,"box":{"x":89,"y":531,"width":876,"height":13}},{"id":"ccbe4e3e-0c2a-4107-836c-bb12ac9857d2","block_type":"box","text":"engagements and voting, investment colleagues’ insights and our Guidelines are important inputs into our voting decisions","page_number":127,"box":{"x":89,"y":547,"width":863,"height":12}},{"id":"0c507fd0-e18b-4fa5-b956-d5044e002678","block_type":"box","text":"on behalf of clients.","page_number":127,"box":{"x":89,"y":562,"width":136,"height":9}},{"id":"57d4a6b2-6666-4fa1-8afc-e604ee0a6510","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":127,"box":{"x":89,"y":588,"width":824,"height":12}},{"id":"bcee4954-f5e0-48d0-bc4f-6473fd7659dc","block_type":"box","text":"process by making voting recommendations based on BAIS’ Guidelines when the items on a shareholder meeting agenda are","page_number":127,"box":{"x":89,"y":603,"width":877,"height":13}},{"id":"730c8282-1679-48fb-96b5-0929ee3e598f","block_type":"box","text":"routine. Agenda items that are not routine are referred back to BAIS to assess, escalate as necessary to the relevant portfolio","page_number":127,"box":{"x":89,"y":618,"width":868,"height":13}},{"id":"48d55c40-8816-429a-8215-ad71248acca4","block_type":"box","text":"managers and vote. BAIS reviews and can override the recommendations of the vote services provider at any time prior to","page_number":127,"box":{"x":89,"y":633,"width":852,"height":13}},{"id":"0de22d05-8999-4f46-b120-683666106629","block_type":"box","text":"the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research reports, company","page_number":127,"box":{"x":88,"y":649,"width":841,"height":12}},{"id":"7da87e15-06b2-4c14-aeff-f7fa0c5ea85b","block_type":"box","text":"announcements, and direct communications from companies to ensure awareness of supplemental disclosures and proxy","page_number":127,"box":{"x":89,"y":664,"width":856,"height":12}},{"id":"e033f60c-0d7a-4c63-8d82-73823eb99635","block_type":"box","text":"materials that may require a modification of votes.","page_number":127,"box":{"x":89,"y":679,"width":352,"height":12}},{"id":"cbddfd4a-8827-42fd-af17-10537d950145","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":127,"box":{"x":89,"y":705,"width":850,"height":13}},{"id":"096517dd-f44b-4e37-a7eb-1399b8ba96ac","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":127,"box":{"x":89,"y":720,"width":872,"height":13}},{"id":"2d31a99a-b820-439b-983f-a27512eb029f","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":127,"box":{"x":89,"y":736,"width":869,"height":12}},{"id":"9b755df5-964b-4156-90cc-1fa1b6e73b3c","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":127,"box":{"x":89,"y":751,"width":584,"height":12}},{"id":"66aebb52-503c-4d2a-acde-94b77d4534a4","block_type":"box","text":"(12) 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":127,"box":{"x":89,"y":841,"width":837,"height":10}},{"id":"29a50724-1afc-46ae-a9f3-18a921bb660e","block_type":"box","text":"heir","page_number":127,"box":{"x":927,"y":841,"width":20,"height":8}},{"id":"5e745a1e-4ca5-474f-b34b-173d84284834","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":127,"box":{"x":121,"y":853,"width":752,"height":10}},{"id":"5e98c3bb-7583-4b5f-959a-276333236667","block_type":"box","text":"(13) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":127,"box":{"x":89,"y":868,"width":676,"height":10}},{"id":"b8b538e2-5192-4317-98f9-34ca2c42d605","block_type":"box","text":"A-16","page_number":127,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"eceed169-45ca-480b-a9da-2c1f86590d87","block_type":"box","text":"Conflicts management policies and procedures","page_number":128,"box":{"x":105,"y":44,"width":340,"height":12}},{"id":"eb5a8071-9ab5-4bad-9084-1d6dc417b4ea","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting activity. 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In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":128,"box":{"x":154,"y":364,"width":777,"height":12}},{"id":"6c125952-1b47-4661-a16c-27f8603a5385","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":128,"box":{"x":154,"y":379,"width":797,"height":12}},{"id":"0ea0e7a9-13ce-4c4f-be9b-c0d5f573587a","block_type":"box","text":"with such parties. Clients or business partners are not given preferential treatment or differentiated access. BAIS","page_number":128,"box":{"x":153,"y":394,"width":783,"height":12}},{"id":"e8c103dd-717a-4222-9419-f837b9eaa0e8","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":128,"box":{"x":154,"y":409,"width":803,"height":13}},{"id":"81781487-9b84-471e-9d4a-265ac3c13b45","block_type":"box","text":"a more informed voting decision or to better understand a company’s perspectives on financially material risks and","page_number":128,"box":{"x":154,"y":424,"width":805,"height":13}},{"id":"93b3d000-084d-49d5-bd66-847e8b870e4e","block_type":"box","text":"opportunities. Within the normal course of business, BAIS may engage directly with BlackRock clients, business","page_number":128,"box":{"x":154,"y":439,"width":779,"height":13}},{"id":"383235a3-bbad-4c3e-a5cd-e73bc9d5029e","block_type":"box","text":"partners and/or third parties, and/or with employees with sales, vendor management, or business partnership","page_number":128,"box":{"x":154,"y":455,"width":773,"height":12}},{"id":"6afbe260-9103-4f73-958d-eeee05181de3","block_type":"box","text":"roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting","page_number":128,"box":{"x":154,"y":470,"width":807,"height":12}},{"id":"45883e74-9e69-4d62-92aa-aed9bc88edd5","block_type":"box","text":"needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":128,"box":{"x":154,"y":485,"width":567,"height":12}},{"id":"d27a49bf-047f-439e-a243-ff8c5208ecb1","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":128,"box":{"x":121,"y":505,"width":846,"height":12}},{"id":"a6137053-1c2b-495a-9f26-bfaaccf6e8d9","block_type":"box","text":"recommendations as a further safeguard to avoid perceived or potential conflicts of interest, to satisfy regulatory","page_number":128,"box":{"x":154,"y":520,"width":789,"height":12}},{"id":"23d3cbc0-e9f5-41c0-907e-4e2897b047a4","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":128,"box":{"x":154,"y":535,"width":780,"height":13}},{"id":"6673070c-0ffc-4d13-9852-82ad2b020230","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":128,"box":{"x":154,"y":550,"width":793,"height":13}},{"id":"f7c90dc0-6dbe-42e9-9beb-1870c9f32748","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":128,"box":{"x":154,"y":565,"width":799,"height":13}},{"id":"ee2e93b3-b090-4bbd-8887-4266d62835c5","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":128,"box":{"x":154,"y":581,"width":790,"height":12}},{"id":"ccd5b194-680c-4a4b-ba9e-8715fa800092","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for certain perceived","page_number":128,"box":{"x":154,"y":596,"width":813,"height":12}},{"id":"fb0cf9c8-cd02-467d-8170-4628ec76dd99","block_type":"box","text":"or potential conflicts of interest, including:","page_number":128,"box":{"x":154,"y":611,"width":295,"height":12}},{"id":"e76d1764-1021-48bb-8144-e71eeb881b59","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":128,"box":{"x":187,"y":631,"width":592,"height":12}},{"id":"cfd801a7-dd43-4e17-84b3-77a8ee6b62f3","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":128,"box":{"x":187,"y":651,"width":761,"height":12}},{"id":"015e8eb7-3ec3-4177-86f0-a06c08d2a853","block_type":"box","text":"the board of directors","page_number":128,"box":{"x":218,"y":666,"width":152,"height":10}},{"id":"13e58db4-36be-4c85-bb38-6e224dd70f33","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":128,"box":{"x":187,"y":686,"width":646,"height":13}},{"id":"93035e5b-97c3-4554-a88d-5073dd244545","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":128,"box":{"x":187,"y":707,"width":513,"height":12}},{"id":"34e32d43-6cc4-46f1-a475-ef8e80233dbc","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":128,"box":{"x":187,"y":727,"width":764,"height":12}},{"id":"1dee7b1b-f25c-43bf-b0b8-423e952fb6ca","block_type":"box","text":"party voting service provider","page_number":128,"box":{"x":219,"y":742,"width":199,"height":12}},{"id":"b5f33200-076e-4fa0-82b8-c0d0bfd3185f","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":128,"box":{"x":89,"y":768,"width":873,"height":13}},{"id":"de730354-6edb-4a0f-8334-ce908ce2b813","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":128,"box":{"x":89,"y":783,"width":826,"height":13}},{"id":"2eb1205e-10cb-4bbf-ae5d-0837c1dce1b2","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":128,"box":{"x":89,"y":799,"width":836,"height":12}},{"id":"038a1bfd-9e69-4b30-9c17-279a4afa60b8","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":128,"box":{"x":89,"y":814,"width":829,"height":12}},{"id":"ee125ee2-a167-402d-8728-3a2180874307","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider.","page_number":128,"box":{"x":89,"y":829,"width":725,"height":12}},{"id":"4cd35456-090c-4ed0-aad4-05952ce3bbbd","block_type":"box","text":"A-17","page_number":128,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"3d49899f-fd0f-4dce-913a-05422e157c5a","block_type":"box","text":"Securities lending","page_number":129,"box":{"x":105,"y":44,"width":128,"height":12}},{"id":"77752ab6-8bfa-4887-9dab-959f87cc451c","block_type":"box","text":"If authorized, BlackRock acts as a securities lending agent on behalf of its clients. Securities lending is a well-regulated","page_number":129,"box":{"x":89,"y":70,"width":825,"height":13}},{"id":"d8d0ee5b-7aa6-4ba2-8d64-4c74ee64d22c","block_type":"box","text":"practice that contributes to capital market efficiency. It also enables funds to generate additional returns which in turn may","page_number":129,"box":{"x":89,"y":85,"width":860,"height":13}},{"id":"6f73afc4-c330-4103-86ff-a26895c24350","block_type":"box","text":"allow fund providers to offset fund expenses.","page_number":129,"box":{"x":89,"y":101,"width":314,"height":12}},{"id":"6b5ecd52-b5df-454b-9277-3cbf77ec7f68","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":129,"box":{"x":88,"y":127,"width":867,"height":12}},{"id":"2a3d5745-13b1-42c5-9260-4d47ef1dacae","block_type":"box","text":"determine to recall them to allow for voting. This decision is guided by our fiduciary duty as an asset manager to our clients","page_number":129,"box":{"x":89,"y":142,"width":864,"height":12}},{"id":"a5bbeed1-894d-4ba0-a8af-5d35b151c93a","block_type":"box","text":"in helping them achieve their investment goals. While this has occurred in a limited number of cases, the decision to recall","page_number":129,"box":{"x":89,"y":157,"width":853,"height":13}},{"id":"dce47040-0ff6-4145-abcc-c823b9ce09fd","block_type":"box","text":"securities on loan as part of BlackRock’s securities lending program in order to vote is based on an evaluation of various","page_number":129,"box":{"x":89,"y":172,"width":836,"height":13}},{"id":"ae65df78-5b31-4886-b79d-a7270c822bf2","block_type":"box","text":"factors that include, but are not limited to, assessing potential securities lending revenue alongside the potential long-term","page_number":129,"box":{"x":88,"y":188,"width":860,"height":12}},{"id":"d206b867-42e3-4bc2-baeb-fa6cafffaba0","block_type":"box","text":"financial value to clients of voting those securities (based on the information available at the time of recall consideration).","page_number":129,"box":{"x":88,"y":203,"width":850,"height":12}},{"id":"b0736584-1d6a-42a5-a155-9e6b40689716","block_type":"box","text":"BAIS works with active portfolio managers, as well as colleagues in the Securities Lending team, to evaluate the costs and","page_number":129,"box":{"x":89,"y":218,"width":851,"height":12}},{"id":"4315b016-a364-4a39-8580-0055ca84ce6d","block_type":"box","text":"benefits to clients of recalling shares on loan.","page_number":129,"box":{"x":89,"y":233,"width":314,"height":12}},{"id":"8a2f639a-b985-4a71-9971-69e663c294b6","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":129,"box":{"x":89,"y":259,"width":851,"height":13}},{"id":"daecc340-0f88-4d80-8939-140f9fdf574f","block_type":"box","text":"not warrant recalling securities on loan. However, in certain instances, BlackRock may determine, in our independent","page_number":129,"box":{"x":89,"y":274,"width":816,"height":13}},{"id":"b87838f2-e305-49b6-802c-efd1cb44b689","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":129,"box":{"x":89,"y":290,"width":867,"height":12}},{"id":"51ac3ab9-dff7-4d4f-be63-fbc5da962d71","block_type":"box","text":"therefore recall shares to be voted in those instances.","page_number":129,"box":{"x":88,"y":305,"width":372,"height":9}},{"id":"bfd54011-7e41-4a02-b5c2-bc9f83ae6771","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":129,"box":{"x":89,"y":331,"width":840,"height":12}},{"id":"3cfa2bf4-86af-4618-a597-b25ee713fbb1","block_type":"box","text":"modify it as necessary.","page_number":129,"box":{"x":89,"y":346,"width":156,"height":13}},{"id":"313ba54a-c500-4180-a734-ed1b25606de5","block_type":"box","text":"Reporting and vote transparency","page_number":129,"box":{"x":106,"y":373,"width":236,"height":12}},{"id":"15d1120f-4cb7-43e7-813d-833e11770d79","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":129,"box":{"x":88,"y":494,"width":855,"height":12}},{"id":"af9da563-c126-4438-87a9-87b3bf742e71","block_type":"box","text":"sole discretion of the reader.","page_number":129,"box":{"x":89,"y":509,"width":196,"height":9}},{"id":"e6d44643-afcc-454f-83a2-cd096488fa1d","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":129,"box":{"x":89,"y":535,"width":190,"height":13}},{"id":"a39e7738-d6a5-4bf1-97ec-10e3efd3d1dc","block_type":"box","text":"©2025 BlackRock, Inc. 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-27","page_number":132,"box":{"x":629,"y":309,"width":258,"height":9}},{"id":"8ce5e43d-dbb8-4bf5-b4fc-9d601848d81d","block_type":"box","text":"Shareholder proposals","page_number":132,"box":{"x":169,"y":327,"width":156,"height":13}},{"id":"de82fa70-bfd6-4f9e-8182-7b7e6cd09f42","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":132,"box":{"x":329,"y":328,"width":558,"height":9}},{"id":"9d0f433f-5485-406c-a2e3-24abcff1abea","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":132,"box":{"x":170,"y":346,"width":372,"height":13}},{"id":"5dbd367f-4ad6-476c-88a4-64d1e3a48a03","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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Reporting on our activities to inform clients","page_number":132,"box":{"x":88,"y":690,"width":353,"height":13}},{"id":"30402c4b-b342-471c-b971-418a17b2c557","block_type":"box","text":"about our stewardship efforts on their behalf through a range of","page_number":132,"box":{"x":447,"y":690,"width":450,"height":13}},{"id":"af2127c6-179d-46bd-87e2-bc1f76f118e9","block_type":"box","text":"publications on our website and direct client communications.","page_number":132,"box":{"x":128,"y":705,"width":436,"height":13}},{"id":"7f67ad66-c2b4-4906-9b63-266c0b53e196","block_type":"box","text":"This document provides an overarching explanation of the principles that guide our approach to engaging and voting on","page_number":132,"box":{"x":88,"y":732,"width":845,"height":12}},{"id":"602c382c-c4dc-4d47-a955-c9f98a2e5361","block_type":"box","text":"corporate governance matters and other material risks and opportunities under BIS’ Benchmark Policies. 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Our role, on behalf of clients as long-term investors, is to better understand how","page_number":133,"box":{"x":89,"y":199,"width":842,"height":12}},{"id":"e114fac7-dc93-403f-b572-68fb6b887848","block_type":"box","text":"corporate leadership is managing material risks and capitalizing on opportunities to help protect and enhance the company’s","page_number":133,"box":{"x":89,"y":214,"width":876,"height":12}},{"id":"4f514a95-4f4a-4f97-bcb8-92e7d0afcba9","block_type":"box","text":"ability to deliver long-term financial returns.","page_number":133,"box":{"x":89,"y":229,"width":306,"height":12}},{"id":"c33cfe42-571f-4f23-8835-3936a0344829","block_type":"box","text":"Stewardship in practice","page_number":133,"box":{"x":88,"y":256,"width":169,"height":12}},{"id":"d8d2cc08-f3b2-4d84-aef1-39106d3efbdc","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":133,"box":{"x":88,"y":282,"width":821,"height":12}},{"id":"02454cbb-2c76-4f88-8c60-37e685970f2e","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":133,"box":{"x":89,"y":297,"width":872,"height":12}},{"id":"041160e6-a3b1-4bcf-a9fa-43024f20a447","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":133,"box":{"x":88,"y":312,"width":873,"height":13}},{"id":"8dca505a-1d61-418d-9612-75b62e82c674","block_type":"box","text":"of whom are saving for long-term goals, such as retirement. Our stewardship program - including when engaging with","page_number":133,"box":{"x":89,"y":327,"width":831,"height":13}},{"id":"aa7b2914-3e6e-46a0-917d-264a24030bda","block_type":"box","text":"companies and voting at shareholder meetings on behalf of clients - is conducted from a long-term investor perspective and","page_number":133,"box":{"x":89,"y":342,"width":871,"height":13}},{"id":"38dbe765-20c8-4612-8fe5-646d16a495b2","block_type":"box","text":"takes a financial materiality-based approach, focused solely on advancing clients’ long-term financial interests.","page_number":133,"box":{"x":88,"y":358,"width":775,"height":12}},{"id":"74545c53-2967-494d-90b0-809b2097f0b8","block_type":"box","text":"BIS engages with the boards and management of companies in which clients are invested to deepen our understanding of a","page_number":133,"box":{"x":89,"y":384,"width":867,"height":12}},{"id":"1e88f103-184f-4ff3-a5fe-eecf53e46b3c","block_type":"box","text":"company’s business model, including how they are overseeing material business risks and opportunities over time, and to","page_number":133,"box":{"x":89,"y":399,"width":851,"height":13}},{"id":"ed77228d-330c-40bd-925b-3a51d12b80be","block_type":"box","text":"help inform our voting on behalf of clients. Engagements provide companies with the opportunity to share their perspectives","page_number":133,"box":{"x":89,"y":414,"width":873,"height":13}},{"id":"b7d82d5a-7b8d-42fc-adc5-499ca973bc97","block_type":"box","text":"on topics that, in BIS’ experience, impact the long-term financial returns BlackRock’s clients depend on to meet their financial","page_number":133,"box":{"x":89,"y":429,"width":877,"height":13}},{"id":"8eed503a-d07e-423c-954e-3208bf80e976","block_type":"box","text":"goals.","page_number":133,"box":{"x":89,"y":445,"width":39,"height":12}},{"id":"db0c4af6-a3e7-4ee9-9df7-3243ad144a69","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate governance. 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Websites accessed in","page_number":133,"box":{"x":121,"y":856,"width":828,"height":10}},{"id":"9113f803-d44f-43c5-96b7-c59141c59a2a","block_type":"box","text":"December 2025.","page_number":133,"box":{"x":122,"y":868,"width":90,"height":8}},{"id":"1fd9fd56-c1ba-4fec-9fe8-710f959f28e6","block_type":"box","text":"A-22","page_number":133,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"ce2669fe-37e2-458b-a081-a85478c0104d","block_type":"box","text":"• Access sufficient and timely information on governance, strategic, and business matters — where such matters are","page_number":134,"box":{"x":89,"y":44,"width":839,"height":12}},{"id":"648f1459-5d27-4f32-a5f7-1dab0f61cb8d","block_type":"box","text":"material — to make informed decisions.","page_number":134,"box":{"x":122,"y":59,"width":278,"height":10}},{"id":"3638c1cf-6df3-4e0d-9551-463c6e00fb02","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":134,"box":{"x":88,"y":85,"width":844,"height":13}},{"id":"2d11b9ba-c9fb-4da3-9cc2-74ae22d37062","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":134,"box":{"x":89,"y":101,"width":823,"height":12}},{"id":"e0021575-4e71-4dbc-abe1-4169b0fc9a22","block_type":"box","text":"Key governance topics","page_number":134,"box":{"x":89,"y":128,"width":161,"height":11}},{"id":"ba08b61b-a4b8-489a-8c44-df010273fbdd","block_type":"box","text":"In our experience, there are certain globally applicable elements of corporate governance that contribute to a company’s","page_number":134,"box":{"x":89,"y":153,"width":843,"height":13}},{"id":"06945b12-e2bb-436f-8cdf-a8582aa914bb","block_type":"box","text":"ability to create long-term financial value for shareholders. These are topics that shareholders may have the ability to vote on","page_number":134,"box":{"x":89,"y":169,"width":873,"height":12}},{"id":"71ec01be-8a78-4c36-9cc4-ee4ccdb7e8ce","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":134,"box":{"x":89,"y":184,"width":319,"height":12}},{"id":"02e03630-6fcd-4809-bd9b-7c36b21c4ab6","block_type":"box","text":"• Boards and directors","page_number":134,"box":{"x":89,"y":204,"width":176,"height":10}},{"id":"a6805d7b-255d-4738-a037-26e45a60061c","block_type":"box","text":"• Auditors and audit-related issues","page_number":134,"box":{"x":89,"y":224,"width":264,"height":10}},{"id":"735b3119-d94c-4f93-859a-3f8183d72f61","block_type":"box","text":"• Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":134,"box":{"x":89,"y":244,"width":589,"height":13}},{"id":"478ce81d-395c-44b2-9625-7c80006e0a30","block_type":"box","text":"• Executive compensation","page_number":134,"box":{"x":89,"y":265,"width":202,"height":12}},{"id":"8d33213c-4dd7-4dc9-82bc-ab26085429fc","block_type":"box","text":"• Shareholder protections and other significant corporate governance matters","page_number":134,"box":{"x":89,"y":285,"width":566,"height":12}},{"id":"9ec73712-99a5-4832-b506-14c769753b23","block_type":"box","text":"• Shareholder proposals","page_number":134,"box":{"x":89,"y":305,"width":188,"height":12}},{"id":"16733fe5-5909-40cc-9cb3-f0c900b89014","block_type":"box","text":"The BIS Benchmark Policies are not prescriptive but rather are applied on a pragmatic basis, taking into consideration a","page_number":134,"box":{"x":88,"y":331,"width":832,"height":12}},{"id":"daa78bac-0752-483c-aeff-ba5bd3bc49e4","block_type":"box","text":"number of company-specific factors, including the sector, market, and business environment within which companies","page_number":134,"box":{"x":89,"y":346,"width":826,"height":13}},{"id":"5bcc6f88-5802-4ce8-b2dd-8fef042b9689","block_type":"box","text":"operate.","page_number":134,"box":{"x":89,"y":363,"width":56,"height":11}},{"id":"2b71d7d5-4712-4ac3-8eb4-4ac6e2c3f8b0","block_type":"box","text":"At the regional level, it is our view that companies should observe the accepted corporate governance standards in their","page_number":134,"box":{"x":88,"y":388,"width":840,"height":12}},{"id":"651a1d38-57be-451c-9397-6ef53aed3337","block_type":"box","text":"domestic market at a minimum, and we ask that, if they do not, they explain how their approach better supports durable,","page_number":134,"box":{"x":89,"y":403,"width":848,"height":12}},{"id":"7d22349b-d31e-405a-b99b-98d84245965f","block_type":"box","text":"long-term financial value creation. Our regional voting guidelines explain how the BIS Global Principles inform our voting","page_number":134,"box":{"x":89,"y":418,"width":844,"height":12}},{"id":"c75f19a8-2de4-48d6-8453-442227ad3a2b","block_type":"box","text":"decisions in relation to common ballot items for shareholder meetings in those markets.","page_number":134,"box":{"x":89,"y":433,"width":616,"height":13}},{"id":"8a9822e1-a077-48e5-b100-fe3f438213f4","block_type":"box","text":"(4)","page_number":134,"box":{"x":706,"y":431,"width":15,"height":8}},{"id":"1f582884-2ee2-4a7b-a192-444001ed9adf","block_type":"box","text":"Boards and directors","page_number":134,"box":{"x":89,"y":460,"width":148,"height":9}},{"id":"f3bdece8-4e73-40e4-851b-1f1caaeae885","block_type":"box","text":"Oversight role of the board","page_number":134,"box":{"x":89,"y":486,"width":193,"height":12}},{"id":"56fd5ecb-e9d5-4c98-a234-31b7784ada5b","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":134,"box":{"x":89,"y":513,"width":829,"height":12}},{"id":"83ba7357-eb27-4ad9-b985-ef62f647e690","block_type":"box","text":"relevant to a company’s business enhance the board’s ability to add long-term financial value and serve as the voice of","page_number":134,"box":{"x":89,"y":528,"width":830,"height":12}},{"id":"081a1df6-95ee-4863-8143-60b62e83662f","block_type":"box","text":"shareholders in board discussions. In our view, a strong board gives a company a competitive advantage, providing valuable","page_number":134,"box":{"x":89,"y":543,"width":865,"height":12}},{"id":"0f753e9a-2408-4bc5-869b-5513ee75f29a","block_type":"box","text":"oversight and contributing to the most important management decisions that support long-term financial performance.","page_number":134,"box":{"x":89,"y":558,"width":841,"height":12}},{"id":"ca0dca5c-1dc6-4612-8e89-7fb37d9ed781","block_type":"box","text":"For this reason, our investment stewardship efforts focus on the effectiveness of the board of directors. We engage, as","page_number":134,"box":{"x":89,"y":584,"width":824,"height":13}},{"id":"bd2e14c8-8294-4484-b8a1-7744120f5452","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":134,"box":{"x":89,"y":599,"width":867,"height":13}},{"id":"d481e908-77c1-4115-bb9b-c11c4f44c9a9","block_type":"box","text":"and board composition are effective given a company’s business model, sector, market, and the business environment in","page_number":134,"box":{"x":89,"y":615,"width":842,"height":12}},{"id":"48e70760-e553-498f-9465-4caf6b280d72","block_type":"box","text":"which a company is operating.","page_number":134,"box":{"x":88,"y":630,"width":214,"height":12}},{"id":"cec8c002-691c-4ddb-bbd0-1f39ac3d74ea","block_type":"box","text":"We consider it good practice when the board establishes and maintains a framework of robust and effective governance","page_number":134,"box":{"x":88,"y":656,"width":841,"height":13}},{"id":"79118547-ff86-4a1b-be4c-ecddd31ccb97","block_type":"box","text":"mechanisms that supports its oversight of the company’s strategy and operations, consistent with the long-term financial","page_number":134,"box":{"x":89,"y":671,"width":853,"height":13}},{"id":"85a5eb06-cca9-4f16-82e9-d631a0fdf5b7","block_type":"box","text":"interests of investors. This includes having clear descriptions of the role of the board and the committees of the board and","page_number":134,"box":{"x":89,"y":686,"width":854,"height":13}},{"id":"ba04a24c-9b75-4e38-be5b-01b122415cee","block_type":"box","text":"how directors engage with and oversee management, as well as disclosure of material risks that may affect a company’s","page_number":134,"box":{"x":89,"y":702,"width":841,"height":12}},{"id":"9533dbc2-5b50-4c28-9544-7aea9b6c343b","block_type":"box","text":"long-term strategy and how management is effectively identifying, managing, and mitigating such risks.","page_number":134,"box":{"x":89,"y":717,"width":729,"height":12}},{"id":"39b6f407-7993-4516-b2bb-d0e507e45cc5","block_type":"box","text":"Understanding management’s long-term strategy and the milestones against which investors should assess its","page_number":134,"box":{"x":89,"y":743,"width":777,"height":12}},{"id":"260101cc-bd8f-4efb-ad49-13854e3ba79d","block_type":"box","text":"implementation is central to our approach. If any strategic targets are significantly missed or materially restated, we find it","page_number":134,"box":{"x":89,"y":758,"width":854,"height":13}},{"id":"57cb9689-3c47-4224-a8a4-140f142a7f8d","block_type":"box","text":"helpful when company disclosures provide a detailed explanation of the changes and an indication of the board’s role in","page_number":134,"box":{"x":89,"y":773,"width":838,"height":13}},{"id":"e7e216a5-f0c0-4949-9f0a-07ff4308a949","block_type":"box","text":"reviewing the revised targets. We look to the board to articulate the effectiveness of these mechanisms in overseeing the","page_number":134,"box":{"x":89,"y":788,"width":842,"height":13}},{"id":"a17cd64d-5a77-48e6-a2fa-8f1e3cb76bc1","block_type":"box","text":"management of business risks and opportunities and the fulfillment of the company’s strategy.","page_number":134,"box":{"x":89,"y":804,"width":663,"height":12}},{"id":"77531008-4f6a-4f76-915a-563fb1df0ce6","block_type":"box","text":"(4) Our regional voting guidelines reflect these different market standards and norms. Depending on the market, generally accepted practice is info","page_number":134,"box":{"x":89,"y":831,"width":836,"height":10}},{"id":"38c3a780-0b53-4962-97fd-846f11f55088","block_type":"box","text":"rmed","page_number":134,"box":{"x":926,"y":831,"width":28,"height":7}},{"id":"f1a1be1b-66c6-43e1-a72b-1a6b2d67277b","block_type":"box","text":"by corporate law, market regulation, best practices, and industry initiatives, amongst other factors. BIS carries out engagement with companies,","page_number":134,"box":{"x":121,"y":843,"width":805,"height":10}},{"id":"a1cf337e-cd6e-4b82-84b5-329fda52ca23","block_type":"box","text":"executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant regional","page_number":134,"box":{"x":121,"y":856,"width":823,"height":10}},{"id":"bc21338b-2c19-40b8-8aff-0af94a01c0db","block_type":"box","text":"voting guidelines.","page_number":134,"box":{"x":121,"y":868,"width":98,"height":10}},{"id":"42ed4677-3388-41e3-ad82-8c0d691fc38a","block_type":"box","text":"A-23","page_number":134,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"30a8353c-0249-4f52-a114-88a96e9f7d85","block_type":"box","text":"Where a company has not adequately disclosed or demonstrated that its board has fulfilled these corporate governance and","page_number":135,"box":{"x":88,"y":44,"width":870,"height":12}},{"id":"6991b4e5-091e-409c-8bbd-cae2bd2cafca","block_type":"box","text":"risk oversight responsibilities, we may consider not supporting the election of directors who, in our assessment, have","page_number":135,"box":{"x":89,"y":59,"width":818,"height":12}},{"id":"daee1cd1-3b7f-4f6b-b7ba-8c46d7aec9a7","block_type":"box","text":"particular responsibility for the issues.","page_number":135,"box":{"x":89,"y":74,"width":263,"height":12}},{"id":"7fa37a5f-8dad-48ae-966a-d1efbcc1c9aa","block_type":"box","text":"When casting vote decisions on behalf of clients on the election of directors, some of the factors that speak to the board’s","page_number":135,"box":{"x":88,"y":101,"width":854,"height":12}},{"id":"67bb0d37-322c-414c-9650-2dec9af7bf34","block_type":"box","text":"effectiveness as a group include the relevance of individual directors’ qualifications and skillsets, as well as directors’ capacity","page_number":135,"box":{"x":89,"y":116,"width":875,"height":12}},{"id":"fe82a4b4-0b04-4672-9848-3324cb931501","block_type":"box","text":"and other time commitments, and how these factors may contribute to the company’s financial performance. We look to","page_number":135,"box":{"x":89,"y":131,"width":847,"height":12}},{"id":"bb288353-55ce-4762-81bf-a60a48067ca4","block_type":"box","text":"boards to establish formal and transparent processes for nominating directors that reflect the company’s long-term strategy","page_number":135,"box":{"x":89,"y":146,"width":870,"height":12}},{"id":"70a3430e-f3d5-4b10-8f07-b3ca1c95071b","block_type":"box","text":"and business model.","page_number":135,"box":{"x":89,"y":161,"width":142,"height":10}},{"id":"40861206-dc76-462b-83b0-1b48057469a8","block_type":"box","text":"In the section titled “Board quality and effectiveness” below, we provide more detail about our approach to board","page_number":135,"box":{"x":89,"y":188,"width":789,"height":12}},{"id":"52c7dc68-c0df-449f-ba7d-cb6f4e37866c","block_type":"box","text":"composition and how it underpins board effectiveness and long-term financial value creation.","page_number":135,"box":{"x":89,"y":203,"width":654,"height":12}},{"id":"e6e301de-16d2-4742-b800-10b2572f78e3","block_type":"box","text":"Regular accountability through director elections","page_number":135,"box":{"x":89,"y":229,"width":354,"height":12}},{"id":"ec475fe4-b58c-4eaa-af8c-476e60b467b2","block_type":"box","text":"The election of directors to the board is a right of shareholders and an important signal of support for, or concern about, the","page_number":135,"box":{"x":88,"y":256,"width":869,"height":12}},{"id":"91156df7-b17d-47fd-8bec-5cf9cb5cf803","block_type":"box","text":"performance of the board in overseeing and advising management. To ensure accountability for their decisions on behalf of","page_number":135,"box":{"x":89,"y":271,"width":867,"height":12}},{"id":"6c282718-8a8c-4a33-9196-dbe8e574d7d2","block_type":"box","text":"shareholders, directors should stand for election on a regular basis, ideally annually.","page_number":135,"box":{"x":89,"y":286,"width":583,"height":12}},{"id":"fc0c7db7-4a83-4873-8739-acf6cbe7aed1","block_type":"box","text":"(5)","page_number":135,"box":{"x":674,"y":284,"width":14,"height":8}},{"id":"29c4d6ea-8161-44d7-a978-250618697218","block_type":"box","text":"Annual director elections allow","page_number":135,"box":{"x":693,"y":286,"width":217,"height":9}},{"id":"d520b804-8867-4b03-a4d1-0ca8b26548a5","block_type":"box","text":"shareholders to reaffirm their support for, or concerns about, board members’ decisions in a timely manner. When board","page_number":135,"box":{"x":89,"y":301,"width":842,"height":12}},{"id":"1c570fd2-acc2-427b-bf4e-cb847047ffbc","block_type":"box","text":"members are not elected annually, we consider it good practice for boards to have a rotation policy to ensure that, through a","page_number":135,"box":{"x":89,"y":316,"width":871,"height":12}},{"id":"f1cc4f6e-a013-4fc5-97b9-41f7dfbe9e4a","block_type":"box","text":"board cycle, all directors have had their appointment re-confirmed, with a proportion of directors being put forward for","page_number":135,"box":{"x":89,"y":331,"width":833,"height":12}},{"id":"e22f89e1-7377-43c3-b2fb-a088cc2858ca","block_type":"box","text":"election at each shareholder meeting.","page_number":135,"box":{"x":89,"y":346,"width":262,"height":13}},{"id":"8f2355e5-3cec-4988-809c-4d750fec12b4","block_type":"box","text":"Board quality and effectiveness","page_number":135,"box":{"x":89,"y":373,"width":224,"height":12}},{"id":"e32a48c3-d58e-403b-83dd-06eaf000fc91","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":135,"box":{"x":89,"y":399,"width":794,"height":13}},{"id":"ec3ab05f-7322-414e-b8ed-400f6e2853c1","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":135,"box":{"x":89,"y":414,"width":839,"height":13}},{"id":"0d52395c-0b2c-489e-8504-0df36241e2ca","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":135,"box":{"x":89,"y":429,"width":819,"height":13}},{"id":"0ae74efc-8c0d-4856-b304-d2697dbfe157","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":135,"box":{"x":89,"y":445,"width":850,"height":12}},{"id":"61c11bbe-5996-4a15-adb1-d164ec80ec1f","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":135,"box":{"x":89,"y":460,"width":723,"height":12}},{"id":"a7ba43cf-9d41-4818-8274-6d4f5fb04123","block_type":"box","text":"We appreciate when companies regularly review and assess how directors nominated for election contribute to the","page_number":135,"box":{"x":88,"y":486,"width":806,"height":12}},{"id":"e6413c06-1837-4528-865b-1fd5d49f6046","block_type":"box","text":"effectiveness of the board. In our view, the company’s assessment should consider a number of factors, including each","page_number":135,"box":{"x":89,"y":501,"width":830,"height":13}},{"id":"5ac44de1-e47a-4779-9fa7-d907822edc44","block_type":"box","text":"director’s independence and time commitments, as well as the breadth and relevance of director experiences and skillsets,","page_number":135,"box":{"x":89,"y":516,"width":856,"height":13}},{"id":"bf544368-a36f-4826-bd40-e97678a7c4cd","block_type":"box","text":"and how these collectively contribute to the board’s effectiveness in advising and overseeing management in delivering long","page_number":135,"box":{"x":89,"y":531,"width":875,"height":13}},{"id":"b8acf6a6-0bd1-4d93-88e8-c6bcdc95b65d","block_type":"box","text":"term financial returns.","page_number":135,"box":{"x":88,"y":547,"width":154,"height":9}},{"id":"1fadbb32-0993-4d4f-a1d1-c1b9d4372e3f","block_type":"box","text":"Director independence","page_number":135,"box":{"x":89,"y":573,"width":165,"height":12}},{"id":"a64077fe-7999-4325-a258-e86c98c7264f","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties — is a central tenet of sound","page_number":135,"box":{"x":89,"y":599,"width":865,"height":13}},{"id":"257e6cf7-a518-4668-ba5b-fc6d44ae798f","block_type":"box","text":"corporate governance across markets.","page_number":135,"box":{"x":89,"y":615,"width":267,"height":12}},{"id":"36043e14-07d6-4edf-a5d8-4f9296bc8750","block_type":"box","text":"(6)","page_number":135,"box":{"x":357,"y":613,"width":15,"height":8}},{"id":"5f06422d-b5d1-47b4-ae91-07996bb4beef","block_type":"box","text":"We look to boards to have a sufficient number of independent directors, free from","page_number":135,"box":{"x":377,"y":615,"width":571,"height":12}},{"id":"70dc3fba-5534-4081-88a8-23d1b69b567a","block_type":"box","text":"conflicts of interest or undue influence, to ensure objectivity in the decision-making of the board and its ability to oversee","page_number":135,"box":{"x":89,"y":630,"width":848,"height":12}},{"id":"a5af7d90-e60e-4697-b5c9-cc069e34645f","block_type":"box","text":"management. We generally consider it good practice for independent directors to make a majority of the board, or in the case","page_number":135,"box":{"x":89,"y":645,"width":879,"height":12}},{"id":"6d98b257-9e7a-438b-ba67-8efaf54fe737","block_type":"box","text":"of controlled companies, at least one-third.","page_number":135,"box":{"x":89,"y":660,"width":300,"height":12}},{"id":"8202a6c0-4f06-4f9c-a820-83f24f28db61","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":135,"box":{"x":89,"y":686,"width":528,"height":13}},{"id":"1acb903a-e3a8-4a3f-8395-00ce2eabad41","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":135,"box":{"x":89,"y":707,"width":465,"height":12}},{"id":"90d058fe-c21f-4306-bf7f-5a445b8ca10d","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":135,"box":{"x":89,"y":727,"width":627,"height":12}},{"id":"0b3439c0-fff0-465f-8fb9-c335f966f69a","block_type":"box","text":"• Interlocking directorates","page_number":135,"box":{"x":89,"y":747,"width":202,"height":12}},{"id":"26908c75-b5b7-46ae-a1d0-24a40a5cb2f7","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":135,"box":{"x":89,"y":767,"width":853,"height":12}},{"id":"bf583a37-61b6-4e09-b246-8cdd2c758255","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":135,"box":{"x":122,"y":782,"width":646,"height":12}},{"id":"8b0ea08a-aafa-474f-bdad-9117f05f2569","block_type":"box","text":"(5) In most markets, directors stand for re-election on an annual or triennial basis, as determined by corporate law, market regulation or voluntary b","page_number":135,"box":{"x":89,"y":828,"width":839,"height":10}},{"id":"eecf4651-7515-4666-8209-6bcda5cd30e8","block_type":"box","text":"est","page_number":135,"box":{"x":929,"y":829,"width":16,"height":7}},{"id":"ec522334-b37d-47fe-8fbf-a2b5e5091b25","block_type":"box","text":"practice.","page_number":135,"box":{"x":121,"y":842,"width":47,"height":9}},{"id":"16d824e9-f266-4e6a-85d5-544b45ad36e0","block_type":"box","text":"(6) For example, please see: Tokyo Stock Exchange, “Japan’s Corporate Governance Code,” June 11, 2021; Financial Reporting Council, “UK Corporate G","page_number":135,"box":{"x":89,"y":856,"width":857,"height":10}},{"id":"180ecb97-0d81-4f19-ae5c-a5384ade7a54","block_type":"box","text":"ov","page_number":135,"box":{"x":948,"y":858,"width":17,"height":6}},{"id":"278d4e41-7d65-4d41-85f0-e69ea9648f48","block_type":"box","text":"ernance Code,” January 2024, accessed in December 2025.","page_number":135,"box":{"x":121,"y":868,"width":327,"height":10}},{"id":"fb40eb9b-3c72-406a-a56d-22465c4b8c1f","block_type":"box","text":"A-24","page_number":135,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"1cf5c0e6-1f37-43b8-bea2-9db325f77950","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":136,"box":{"x":89,"y":44,"width":848,"height":12}},{"id":"10193d51-8380-4446-9c12-0ab3edd02f1f","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":136,"box":{"x":89,"y":59,"width":838,"height":12}},{"id":"db716bee-a96b-4d23-87b1-442ff6fc9d16","block_type":"box","text":"designated as a lead independent director. The role of this director is to support independent board members in fulfilling their","page_number":136,"box":{"x":89,"y":74,"width":879,"height":12}},{"id":"a5ca6667-fc27-4448-939c-25b4e75375a3","block_type":"box","text":"oversight responsibilities effectively by shaping the agenda, ensuring adequate information is provided to the board, and","page_number":136,"box":{"x":89,"y":89,"width":840,"height":13}},{"id":"75c00cd5-f9c4-47b8-ad06-3e4d1835cf13","block_type":"box","text":"encouraging independent director participation in board deliberations. We appreciate when the lead independent director or","page_number":136,"box":{"x":89,"y":104,"width":869,"height":13}},{"id":"1359e7ce-9cf0-4734-8439-5066d5232b6c","block_type":"box","text":"another appropriate director is available to meet with shareholders to explain and contextualize a company’s approach as a","page_number":136,"box":{"x":89,"y":119,"width":861,"height":13}},{"id":"815f4dae-7541-474f-9d90-058a64ad78fd","block_type":"box","text":"situation warrants.","page_number":136,"box":{"x":89,"y":136,"width":129,"height":8}},{"id":"7105ab77-1f2a-43e7-b09a-f568809757ff","block_type":"box","text":"Boards may face matters that could involve conflicts of interest for executives or affiliated directors, or that require additional","page_number":136,"box":{"x":89,"y":161,"width":871,"height":12}},{"id":"6496aa62-f67b-46b2-8624-ae4f8f1bb527","block_type":"box","text":"focus. It is our view that objective oversight of such matters is best achieved when the board forms committees with a","page_number":136,"box":{"x":88,"y":176,"width":828,"height":13}},{"id":"0e1013fe-bb48-4750-8974-3d6cb7aa6583","block_type":"box","text":"majority of independent directors, depending on market norms and a company’s ownership structure. In many markets,","page_number":136,"box":{"x":89,"y":191,"width":840,"height":13}},{"id":"e82ab769-b1d6-4286-928c-bf663d63b8e4","block_type":"box","text":"these committees of the board specialize in audit, director nominations, and compensation matters, among others. An ad","page_number":136,"box":{"x":88,"y":206,"width":852,"height":13}},{"id":"97acf6a7-eddd-4913-8729-1213a7d88a33","block_type":"box","text":"hoc committee might also be formed to decide on a special transaction, particularly one involving a related party, or to","page_number":136,"box":{"x":89,"y":222,"width":828,"height":12}},{"id":"2dd2a25d-9fb7-4dd7-9251-48ceb05bd198","block_type":"box","text":"investigate a significant adverse event.","page_number":136,"box":{"x":89,"y":237,"width":268,"height":12}},{"id":"43ac90e6-2713-4ddf-8592-19b4d7d3de07","block_type":"box","text":"Sufficient capacity","page_number":136,"box":{"x":88,"y":263,"width":134,"height":12}},{"id":"d7157813-d53c-4199-a859-c9c1372869ce","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":136,"box":{"x":88,"y":290,"width":836,"height":12}},{"id":"437c05f8-8ad8-495a-94d6-d1fb0a2ad63c","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":136,"box":{"x":89,"y":305,"width":806,"height":12}},{"id":"3a834677-cdc6-477d-84fa-0fa573edda13","block_type":"box","text":"responsibilities — including when there are unforeseen events — and therefore, we consider it best practice when they don’t","page_number":136,"box":{"x":89,"y":320,"width":872,"height":12}},{"id":"a5d7007f-cd1b-401a-8db0-2992ad482c1b","block_type":"box","text":"take on an excessive number of roles that would impair their ability to fulfill their duties.","page_number":136,"box":{"x":88,"y":335,"width":613,"height":12}},{"id":"b09d10de-7b74-4364-820f-c546fe7fd6a4","block_type":"box","text":"Board composition","page_number":136,"box":{"x":89,"y":361,"width":135,"height":13}},{"id":"e1618373-8c41-4357-b14c-558e8047a3bd","block_type":"box","text":"In assessing board composition, we take into account a company’s board size, business model, strategy, market","page_number":136,"box":{"x":89,"y":388,"width":781,"height":12}},{"id":"c67535d3-07b8-413d-95b7-7ccf5bcc5357","block_type":"box","text":"capitalization, and ownership structure, as well as the market in which the company operates. We find it helpful when","page_number":136,"box":{"x":89,"y":403,"width":822,"height":12}},{"id":"75c03a01-5069-4884-a6af-f49d34b68621","block_type":"box","text":"companies explain how their approach to board composition supports the company’s governance practices.","page_number":136,"box":{"x":89,"y":418,"width":757,"height":12}},{"id":"2f0f13b8-a28f-45dd-98b8-cae7c4f96496","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":136,"box":{"x":88,"y":445,"width":877,"height":12}},{"id":"b44c5147-acb1-413a-88fd-62b153bfb6ea","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":136,"box":{"x":89,"y":460,"width":854,"height":12}},{"id":"90dfdc6e-dd59-45b4-be46-3622a717f2f0","block_type":"box","text":"composition. These disclosures should explain how the collective experience and expertise of the board, as well as the","page_number":136,"box":{"x":89,"y":475,"width":827,"height":12}},{"id":"f37ce4db-882c-4d36-99d4-c51e25c1e390","block_type":"box","text":"particular skillsets of individual directors, aligns with the company’s long-term strategy. Highly qualified, engaged directors","page_number":136,"box":{"x":89,"y":490,"width":859,"height":12}},{"id":"b56573cd-3dd3-476f-877c-6aab58af15cb","block_type":"box","text":"with professional characteristics relevant to a company’s business and strategy enhance the ability of the board to add value","page_number":136,"box":{"x":88,"y":505,"width":871,"height":12}},{"id":"8d9cc296-e1b7-44ca-aebb-a76d489e7b06","block_type":"box","text":"and be the voice of shareholders in board discussions.","page_number":136,"box":{"x":89,"y":520,"width":377,"height":10}},{"id":"22019082-a416-429f-89c2-469d082f4a98","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":136,"box":{"x":89,"y":547,"width":860,"height":12}},{"id":"f78d61f2-5653-4bb4-972e-743048df2776","block_type":"box","text":"as a means of avoiding “group think” in the board’s exercise of its responsibilities to advise and oversee management. We","page_number":136,"box":{"x":89,"y":562,"width":849,"height":12}},{"id":"46fa1fc9-7fe4-4777-8478-1f6e148e9e4c","block_type":"box","text":"note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":136,"box":{"x":89,"y":577,"width":830,"height":12}},{"id":"28c288b0-1df0-4f50-b89c-5d28e80be3ac","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned.","page_number":136,"box":{"x":89,"y":592,"width":499,"height":12}},{"id":"e1a6bcd4-f81d-4d0d-bebf-6099dc04622d","block_type":"box","text":"Auditors and audit-related issues","page_number":136,"box":{"x":88,"y":618,"width":240,"height":10}},{"id":"5be5d4d1-1c96-46c1-92e9-3d2d42f8b412","block_type":"box","text":"BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company’s","page_number":136,"box":{"x":89,"y":645,"width":856,"height":12}},{"id":"533abeaa-4131-4428-8615-5973f3d215a3","block_type":"box","text":"financial condition. Accordingly, we look for the assumptions made by management, and reviewed by the auditor in","page_number":136,"box":{"x":88,"y":660,"width":810,"height":12}},{"id":"42105f28-8875-4def-958e-81c76ced71a9","block_type":"box","text":"preparing the financial statements, to be reasonable and justified.","page_number":136,"box":{"x":89,"y":675,"width":457,"height":12}},{"id":"ce494e28-1e27-4000-bed3-1e84d41a9257","block_type":"box","text":"We view the audit committee, or its equivalent, as responsible for overseeing the management of the independent auditor","page_number":136,"box":{"x":88,"y":702,"width":854,"height":12}},{"id":"1f73c964-a010-43cb-8222-b9dd8994e925","block_type":"box","text":"and the internal audit function at a company. The committee plays an important role in a company’s financial reporting","page_number":136,"box":{"x":89,"y":717,"width":833,"height":12}},{"id":"5b6d538c-98f4-4ed5-857a-4cb427cba542","block_type":"box","text":"system by providing independent oversight of the accounts, material financial, and, where appropriate to the jurisdiction,","page_number":136,"box":{"x":89,"y":732,"width":846,"height":12}},{"id":"4138dda1-7507-453b-b392-3bab2ac10d1a","block_type":"box","text":"non-financial information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these","page_number":136,"box":{"x":89,"y":747,"width":851,"height":11}},{"id":"4ac038b2-94c4-4cbd-aa30-0fb33c76febc","block_type":"box","text":"committees can provide oversight of Enterprise Risk Management systems.","page_number":136,"box":{"x":89,"y":762,"width":526,"height":12}},{"id":"2ae39a91-0848-4ea1-843a-eedefc8b80f8","block_type":"box","text":"(7)","page_number":136,"box":{"x":617,"y":760,"width":14,"height":8}},{"id":"fbcc010c-0474-44cc-aea8-bb0b24ca903f","block_type":"box","text":"In our view, effective audit committee","page_number":136,"box":{"x":637,"y":762,"width":262,"height":11}},{"id":"be5d186c-e8e1-4dba-92b1-de0bfff51d85","block_type":"box","text":"oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of","page_number":136,"box":{"x":89,"y":777,"width":830,"height":12}},{"id":"ab858e0b-f26a-452a-82b0-ec0f7f3d09fa","block_type":"box","text":"reassurance to shareholders.","page_number":136,"box":{"x":89,"y":792,"width":200,"height":10}},{"id":"70b59fd8-aed9-47f9-a5e8-bbd2f1c3a111","block_type":"box","text":"(7) Enterprise Risk Management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setti","page_number":136,"box":{"x":89,"y":831,"width":836,"height":10}},{"id":"07928295-21a7-487b-8d07-4dda0c47c4ad","block_type":"box","text":"ng and","page_number":136,"box":{"x":927,"y":831,"width":38,"height":10}},{"id":"bc664bfb-95fb-40ca-9c68-d1632f1e576f","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":136,"box":{"x":121,"y":843,"width":818,"height":10}},{"id":"a58ce772-c097-4a73-90ae-48236485de3a","block_type":"box","text":"son","page_number":136,"box":{"x":940,"y":846,"width":24,"height":5}},{"id":"b1804802-45d4-4ec7-95f2-8816b05585f8","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see: The Committee of Sponsoring Organizations of the Treadway Commission","page_number":136,"box":{"x":121,"y":856,"width":799,"height":10}},{"id":"31531b30-08f3-4992-9ce2-a877c3001551","block_type":"box","text":"(COSO), “Enterprise Risk Management,” 2023, accessed in December 2025.","page_number":136,"box":{"x":121,"y":868,"width":423,"height":10}},{"id":"1fcf5c5d-9709-4a85-bc43-b6aec3e3e0d1","block_type":"box","text":"A-25","page_number":136,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"b73e30b8-434c-45ba-a14c-0579762de5f6","block_type":"box","text":"We look to audit committees, or their equivalent, to have clearly articulated charters that set out their responsibilities.","page_number":137,"box":{"x":88,"y":44,"width":820,"height":12}},{"id":"bd798165-87e5-4783-a8e9-3c582e1b6fe9","block_type":"box","text":"Additionally, having a rotation plan can periodically refresh the committee membership and introduce new perspectives. We","page_number":137,"box":{"x":88,"y":59,"width":869,"height":12}},{"id":"74a4b82a-5c12-4f01-9d88-64b2547da6d3","block_type":"box","text":"recognize that audit committees will rely on management, internal audit, and the independent auditor to fulfill their","page_number":137,"box":{"x":89,"y":74,"width":808,"height":12}},{"id":"de1fb7c2-2f96-45d3-a468-33ad243ba6d2","block_type":"box","text":"responsibilities. However, we look to committee members to demonstrate they have relevant expertise to monitor and","page_number":137,"box":{"x":89,"y":89,"width":825,"height":13}},{"id":"c683d2e2-f239-4752-a79b-99b9cf254dae","block_type":"box","text":"oversee the audit process and related activities.","page_number":137,"box":{"x":89,"y":104,"width":329,"height":13}},{"id":"cb3bd031-0f87-4094-a23b-49f92aba979f","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":137,"box":{"x":88,"y":131,"width":871,"height":12}},{"id":"ad8b11d1-4cc8-42c2-8d2e-ece6848557d4","block_type":"box","text":"or ad hoc notifications of material financial weakness. In this respect, we look to audit committees to provide timely","page_number":137,"box":{"x":89,"y":146,"width":810,"height":12}},{"id":"55508cc5-627e-4e45-a5c8-485414bee5b6","block_type":"box","text":"disclosure on the remediation of key and critical audit matters identified either by the external auditor or internal audit","page_number":137,"box":{"x":89,"y":161,"width":827,"height":12}},{"id":"60b31dd3-fc8a-4481-b203-d0e6cd638332","block_type":"box","text":"function.","page_number":137,"box":{"x":88,"y":176,"width":62,"height":10}},{"id":"cbe5a0a1-a1f9-4e1e-afda-7c979e922715","block_type":"box","text":"The integrity of financial statements depends on the auditor being free of any impediments that could compromise its ability","page_number":137,"box":{"x":88,"y":203,"width":875,"height":12}},{"id":"4f124473-4350-40ec-a74c-424506e1f3dd","block_type":"box","text":"to serve as an effective check on management. To that end, it is important that auditors are, and are seen to be, independent.","page_number":137,"box":{"x":88,"y":218,"width":877,"height":12}},{"id":"3a389881-b358-46be-9955-abf3000d5925","block_type":"box","text":"Where an audit firm provides services to the company in addition to the audit, we look for the fees earned to be disclosed","page_number":137,"box":{"x":88,"y":233,"width":849,"height":12}},{"id":"86452d3f-879c-4e1f-a52f-8f2efd4068fa","block_type":"box","text":"and explained. We look for audit committees to have in place a procedure for assessing the independence of the auditor and","page_number":137,"box":{"x":89,"y":248,"width":870,"height":12}},{"id":"a9b24ea1-56b6-4274-a5a0-a4c8195fc8e8","block_type":"box","text":"the quality of the external audit process on an annual basis.","page_number":137,"box":{"x":88,"y":263,"width":416,"height":12}},{"id":"507f3d01-4ea9-4674-9da9-e01498e3852d","block_type":"box","text":"Comprehensive disclosure provides investors with an understanding of the company’s long-term operational risk","page_number":137,"box":{"x":89,"y":290,"width":791,"height":12}},{"id":"04438be8-81ca-4f7b-934d-26f80e07eb7d","block_type":"box","text":"management practices and, more broadly, the quality of the board’s oversight. We look to the audit or risk committee to","page_number":137,"box":{"x":89,"y":305,"width":839,"height":12}},{"id":"087433a5-dd8a-43b9-b4f2-2cedb8e72d84","block_type":"box","text":"periodically review the company’s risk assessment and risk management policies and the significant risks and exposures","page_number":137,"box":{"x":89,"y":320,"width":843,"height":12}},{"id":"057ddb51-961e-430b-8f9d-0e23867a67ce","block_type":"box","text":"identified by management, the internal auditors or the independent auditors, and management’s steps to address them. In","page_number":137,"box":{"x":89,"y":335,"width":858,"height":12}},{"id":"1ac94efe-f814-43a5-b853-ebeca5be34ad","block_type":"box","text":"the absence of detailed disclosures, we may conclude that companies are not adequately managing risk.","page_number":137,"box":{"x":88,"y":350,"width":732,"height":12}},{"id":"a2c24e3c-6de5-4683-8a00-59394a05eb76","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":137,"box":{"x":89,"y":376,"width":577,"height":13}},{"id":"94789241-bfa9-4592-84c7-fbfbb07e99dd","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":137,"box":{"x":88,"y":403,"width":853,"height":12}},{"id":"10d4d77f-d629-4268-a499-5390c6d85305","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":137,"box":{"x":88,"y":418,"width":841,"height":12}},{"id":"01a0928b-db8f-4144-8b05-6059234e5a2d","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":137,"box":{"x":89,"y":433,"width":351,"height":13}},{"id":"1b198a69-c7fe-4254-bd29-9a282bddbcae","block_type":"box","text":"In principle, we have concerns with the creation of a share class with equivalent economic exposure and differentiated voting","page_number":137,"box":{"x":89,"y":460,"width":875,"height":12}},{"id":"38d70134-17c1-4a65-a2bb-0f18a5f92d57","block_type":"box","text":"rights. As a result, BIS generally supports bylaw amendments that introduce the adoption of “one share, one vote” for","page_number":137,"box":{"x":89,"y":475,"width":821,"height":12}},{"id":"bb2385ec-0145-475f-9c3a-ec5d3c44a7e0","block_type":"box","text":"registered shareholders.","page_number":137,"box":{"x":89,"y":490,"width":167,"height":12}},{"id":"8a2e3589-b7d1-4bb3-ab01-7e7180e33c62","block_type":"box","text":"However, we recognize that in certain markets, at least for a period of time, companies may have a valid reason for listing","page_number":137,"box":{"x":89,"y":516,"width":844,"height":13}},{"id":"17bf9933-5157-4827-beba-32d6f00ca9df","block_type":"box","text":"dual classes of shares with differentiated voting rights. In our view, such companies should review these share class","page_number":137,"box":{"x":89,"y":531,"width":808,"height":13}},{"id":"ac227919-b19a-4b44-bd43-ea168091ff96","block_type":"box","text":"structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of","page_number":137,"box":{"x":89,"y":547,"width":855,"height":12}},{"id":"7199e380-9f53-4398-b9fc-fb6048e7a4b9","block_type":"box","text":"their capital structure on a periodic basis via a management proposal at the company’s shareholder meeting. The proposal","page_number":137,"box":{"x":88,"y":562,"width":859,"height":12}},{"id":"45a7845e-2694-4452-82c8-4b7ed1918d61","block_type":"box","text":"should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase","page_number":137,"box":{"x":89,"y":577,"width":877,"height":12}},{"id":"b01236b5-40a4-4136-a2c1-7109f9e3b33e","block_type":"box","text":"out controlling structures at the appropriate time, while minimizing costs to shareholders.","page_number":137,"box":{"x":89,"y":592,"width":628,"height":12}},{"id":"dcdf84dc-f739-43ec-8408-82d2f9628437","block_type":"box","text":"In assessing mergers, asset sales, or other special situations, BIS’ primary consideration is the long-term financial interests of","page_number":137,"box":{"x":89,"y":618,"width":874,"height":13}},{"id":"4bae4b4c-ca94-4b69-aad1-284f9763e458","block_type":"box","text":"our clients as shareholders, and so we will review any proposed transaction with that objective in mind. Typically, we review","page_number":137,"box":{"x":89,"y":633,"width":865,"height":13}},{"id":"1971c37a-7206-4be4-b048-86518a1cbdfe","block_type":"box","text":"factors such as whether the proposed transaction has the unanimous support of the board and has been negotiated at arm’s","page_number":137,"box":{"x":88,"y":649,"width":876,"height":12}},{"id":"a9f2a2f0-9d4a-4f12-b2e5-cac6905dd194","block_type":"box","text":"length, and whether the board or management has clearly explained its economic and strategic rationale. We may also seek","page_number":137,"box":{"x":89,"y":664,"width":867,"height":12}},{"id":"2a1819f6-8a5f-47c8-ba47-93e08013d7b9","block_type":"box","text":"reassurance from the board that the financial interests of executives and/or board members in a given transaction have not","page_number":137,"box":{"x":89,"y":679,"width":864,"height":12}},{"id":"68dd1fa0-af12-458e-8ac5-575c735e59cd","block_type":"box","text":"adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related","page_number":137,"box":{"x":89,"y":694,"width":826,"height":12}},{"id":"be5e958d-56ae-4df7-8ce4-88d4e4664e35","block_type":"box","text":"parties, the recommendation to support should come from the independent directors, a best practice in most markets, and","page_number":137,"box":{"x":89,"y":709,"width":861,"height":12}},{"id":"012570b1-64b9-4b53-a4bc-3c730931c80d","block_type":"box","text":"ideally, the terms should have been assessed through an independent appraisal process. In addition, it is good practice that it","page_number":137,"box":{"x":89,"y":724,"width":874,"height":13}},{"id":"25fdcb70-18a8-4678-ab55-7823f1817d71","block_type":"box","text":"be approved by a separate vote of the non-conflicted parties.","page_number":137,"box":{"x":89,"y":739,"width":424,"height":13}},{"id":"11fdb314-9dd6-4028-b6f5-71cfe3d3448f","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":137,"box":{"x":88,"y":766,"width":827,"height":12}},{"id":"eb76d704-18d1-444b-829a-8a9a06e82409","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":137,"box":{"x":89,"y":781,"width":877,"height":12}},{"id":"5698116b-917a-4f6c-8c16-78aae930e6b3","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":137,"box":{"x":89,"y":796,"width":863,"height":12}},{"id":"ac485f40-f220-4905-b201-2e9562664590","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":137,"box":{"x":89,"y":811,"width":819,"height":12}},{"id":"5d711c18-81ae-4c07-aa69-606cb11bfd49","block_type":"box","text":"encourage any shareholder rights plans proposed by a board to be subject to shareholder approval upon introduction and","page_number":137,"box":{"x":89,"y":826,"width":851,"height":13}},{"id":"6babe953-1ef5-437d-8394-c13806c15858","block_type":"box","text":"periodically thereafter.","page_number":137,"box":{"x":89,"y":841,"width":154,"height":13}},{"id":"7d3ae0f5-b005-4334-9a23-2d248b0e7f0c","block_type":"box","text":"A-26","page_number":137,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"c10db551-1d20-4909-a25c-b6655d655b91","block_type":"box","text":"Executive compensation and benefits","page_number":138,"box":{"x":89,"y":44,"width":269,"height":12}},{"id":"08ed700f-79c7-4448-b320-156b1b9af2e9","block_type":"box","text":"Executive compensation is an important tool used by companies to support long-term financial value creation. A well","page_number":138,"box":{"x":89,"y":70,"width":826,"height":13}},{"id":"1f4bbccb-5c29-4282-b103-39b0c5dfa5d9","block_type":"box","text":"structured compensation policy rewards the successful delivery of strategic, operational, and/or financial goals; encourages","page_number":138,"box":{"x":89,"y":85,"width":867,"height":13}},{"id":"50d02bbe-cdf4-480e-944c-e9001c33bad8","block_type":"box","text":"an appropriate risk appetite; and aligns the interests of shareholders and executives through equity ownership.","page_number":138,"box":{"x":89,"y":101,"width":773,"height":12}},{"id":"a62436f3-d4a6-4bf9-ab34-4b2d2c1b6ac9","block_type":"box","text":"(8)","page_number":138,"box":{"x":864,"y":99,"width":14,"height":8}},{"id":"c4914a38-9b4c-4156-bf0f-729a6a13c02d","block_type":"box","text":"We look for a clear link between variable pay and operational and financial performance that support sustained financial","page_number":138,"box":{"x":88,"y":127,"width":840,"height":12}},{"id":"449713e6-202b-4a3a-87b4-e6cd4cd21f02","block_type":"box","text":"value creation for our clients as shareholders. We appreciate when performance targets incorporate ambitious objectives,","page_number":138,"box":{"x":88,"y":142,"width":849,"height":12}},{"id":"7eb55a80-d77c-44e6-be2f-d3dce4f7038d","block_type":"box","text":"and the corresponding metrics are aligned with the company’s strategy and business model. BIS does not have a position on","page_number":138,"box":{"x":89,"y":157,"width":871,"height":13}},{"id":"8ae68e4e-90b4-4ebc-8377-30b3eac8e859","block_type":"box","text":"whether companies choose to use sustainability-related criteria in compensation structures, but, where they are included, we","page_number":138,"box":{"x":88,"y":172,"width":878,"height":13}},{"id":"078e3a8e-182e-4f03-aed5-80e5d192f622","block_type":"box","text":"look to companies to be as rigorous as they would be in setting other financial or operational targets. We appreciate when","page_number":138,"box":{"x":89,"y":188,"width":854,"height":12}},{"id":"d93536bc-51cc-4f51-9027-f0e7335ef1e5","block_type":"box","text":"long-term incentive plans encompass timeframes that: 1) are distinct from annual executive compensation structures and","page_number":138,"box":{"x":89,"y":203,"width":855,"height":12}},{"id":"23aea623-0b0a-4646-af34-2f1d54338185","block_type":"box","text":"metrics, and 2) encourage the delivery of strong financial results over a period of years.","page_number":138,"box":{"x":89,"y":218,"width":608,"height":12}},{"id":"a2e7f46a-c309-4d64-9f8c-ec3f8aa5f95d","block_type":"box","text":"We consider it best practice when board members responsible for designing and approving executive compensation carefully","page_number":138,"box":{"x":88,"y":244,"width":878,"height":13}},{"id":"57458d8f-3686-4443-bced-bc106575b9a1","block_type":"box","text":"consider the company’s specific circumstances. Factors to consider may include the company’s risk profile, the environment","page_number":138,"box":{"x":89,"y":259,"width":870,"height":13}},{"id":"7f2cf4c8-8948-47b0-84b4-16b2695f69e5","block_type":"box","text":"it operates in, and the individuals the board is trying to attract and retain. We look to the compensation committees to guard","page_number":138,"box":{"x":89,"y":274,"width":871,"height":13}},{"id":"5cf6d7f0-8f55-403b-8af1-27d718405527","block_type":"box","text":"against contractual arrangements that would entitle executives to material compensation for early termination of their","page_number":138,"box":{"x":89,"y":290,"width":830,"height":12}},{"id":"922f3175-bee9-4229-9f24-483eb63b4443","block_type":"box","text":"employment. Finally, we look for pension contributions and other deferred compensation arrangements to be reasonable in","page_number":138,"box":{"x":89,"y":305,"width":863,"height":12}},{"id":"ebb68f09-882a-495c-9d97-91f10d8065fe","block_type":"box","text":"light of market practices or the company’s business and executive compensation strategies.","page_number":138,"box":{"x":89,"y":320,"width":642,"height":12}},{"id":"4fa7ee6e-41af-4f00-87d3-9501c1c83b59","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":138,"box":{"x":88,"y":346,"width":862,"height":13}},{"id":"6a71bcac-eefa-4ed2-b63e-7387a6226e85","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":138,"box":{"x":89,"y":361,"width":878,"height":13}},{"id":"9f81955d-39f7-440e-9fd9-7baed1eb74a6","block_type":"box","text":"was used, and how the adjusted outcome is aligned with the interests of shareholders. In addition, we acknowledge that the","page_number":138,"box":{"x":88,"y":376,"width":870,"height":13}},{"id":"9d28956e-4022-4036-994a-d8674978508b","block_type":"box","text":"use of peer group evaluation by compensation committees can help ensure competitive pay. However, we encourage","page_number":138,"box":{"x":89,"y":392,"width":817,"height":12}},{"id":"9ee70f3b-5c30-46bf-ae9f-7f4a9f79ea09","block_type":"box","text":"companies to clearly explain how compensation outcomes have rewarded performance rather than solely base increases in","page_number":138,"box":{"x":89,"y":407,"width":862,"height":12}},{"id":"c8d70ad7-59c4-4b2c-ad12-b89ef239dd6e","block_type":"box","text":"total compensation on peer benchmarking.","page_number":138,"box":{"x":88,"y":422,"width":304,"height":12}},{"id":"422b29cf-b7ff-4857-b301-9ceec41d238d","block_type":"box","text":"We consider the inclusion of building clawback provisions into incentive plans as good practice. Such provisions could","page_number":138,"box":{"x":88,"y":448,"width":827,"height":13}},{"id":"0474f9e0-0830-468c-9185-e03c97bde835","block_type":"box","text":"require executives to forgo awards when compensation was based on faulty financial statements or deceptive business","page_number":138,"box":{"x":89,"y":463,"width":833,"height":13}},{"id":"39717d73-2615-4381-aadd-68a2761fe89b","block_type":"box","text":"practices, or when their behavior caused material financial harm to shareholders, material reputational risk to the company,","page_number":138,"box":{"x":89,"y":479,"width":863,"height":12}},{"id":"dc94210d-5d4c-4ba7-8aca-f8cccf20f76c","block_type":"box","text":"or resulted in a criminal investigation.","page_number":138,"box":{"x":89,"y":494,"width":261,"height":12}},{"id":"2f9e6082-a736-424e-9162-c38c9a5009a7","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":138,"box":{"x":89,"y":520,"width":839,"height":12}},{"id":"1e27240c-74b0-4132-adac-f452345f9369","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":138,"box":{"x":89,"y":535,"width":832,"height":13}},{"id":"1f0a1856-8a77-4b01-831c-2b3d7a942c69","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":138,"box":{"x":89,"y":550,"width":868,"height":13}},{"id":"c6f31815-e65f-4412-802f-4d5120f0951e","block_type":"box","text":"charged with overseeing.","page_number":138,"box":{"x":89,"y":565,"width":174,"height":13}},{"id":"c95fbb48-0821-4957-b82b-87c91d539153","block_type":"box","text":"When assessing compensation proposals, BIS reviews companies’ disclosures to determine whether the board’s approach to","page_number":138,"box":{"x":88,"y":592,"width":873,"height":12}},{"id":"e6676d03-4349-4aae-af8a-fcfac98bce3a","block_type":"box","text":"executive compensation is rigorous in light of the company’s stated long-term corporate strategy and specific circumstances,","page_number":138,"box":{"x":89,"y":607,"width":878,"height":12}},{"id":"1b78ae73-2aa5-4d86-b084-569e6a720f6f","block_type":"box","text":"as well as local market and policy developments","page_number":138,"box":{"x":89,"y":622,"width":336,"height":12}},{"id":"8c4243d9-9a04-4ff6-b531-abdd3a9c776c","block_type":"box","text":"When our analysis indicates that executive compensation is misaligned with company performance, BIS may not support","page_number":138,"box":{"x":88,"y":649,"width":849,"height":12}},{"id":"7adbb447-32e7-4bed-8227-58e25eaf0c85","block_type":"box","text":"management’s proposals to approve compensation, where they are on the agenda. We may also not support members of the","page_number":138,"box":{"x":89,"y":664,"width":877,"height":12}},{"id":"da2738dc-9f82-4d85-9a06-2baceb32cdd9","block_type":"box","text":"compensation committee or equivalent board members for poor compensation practices or structures.","page_number":138,"box":{"x":89,"y":679,"width":722,"height":12}},{"id":"b99ecf43-fd58-4aff-913f-77a59d921009","block_type":"box","text":"Shareholder protections and other corporate governance matters","page_number":138,"box":{"x":88,"y":705,"width":473,"height":13}},{"id":"627dcd30-5157-4c42-9c1b-4763a816afd2","block_type":"box","text":"Corporate form","page_number":138,"box":{"x":89,"y":732,"width":110,"height":12}},{"id":"c9ab9972-b4c6-4d3a-85af-9975b2acfc79","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":138,"box":{"x":89,"y":758,"width":875,"height":13}},{"id":"87a950d6-87de-4735-bcfb-85fa2033a9a3","block_type":"box","text":"purpose and business model.","page_number":138,"box":{"x":89,"y":773,"width":204,"height":13}},{"id":"e22ac871-69dc-435c-9269-13bf3cf9c7ee","block_type":"box","text":"(9)","page_number":138,"box":{"x":295,"y":771,"width":14,"height":8}},{"id":"797c038b-c4e9-48e0-a8d8-d06b7d472671","block_type":"box","text":"We look to companies proposing to change their corporate form to a public benefit","page_number":138,"box":{"x":314,"y":773,"width":583,"height":13}},{"id":"ab6e690a-661f-43ac-bde7-7f00771a6d47","block_type":"box","text":"corporation, or similar entity, to put it to a shareholder vote if not already required to do so under applicable law. We","page_number":138,"box":{"x":89,"y":788,"width":810,"height":13}},{"id":"d9079c53-386a-4d01-b901-3453ae2b0365","block_type":"box","text":"appreciate when supporting documentation from companies or shareholders proposing to alter the corporate form clearly","page_number":138,"box":{"x":89,"y":804,"width":858,"height":12}},{"id":"47a2f534-d42b-4c5c-ab3c-f32fc89359fb","block_type":"box","text":"explains how the interests of shareholders and different stakeholders would be impacted as well as the accountability and","page_number":138,"box":{"x":89,"y":819,"width":852,"height":12}},{"id":"f351be20-dfb5-46bd-a0b9-a18d8a4c1dad","block_type":"box","text":"voting mechanisms that would be available to shareholders. We generally support management proposals if our analysis","page_number":138,"box":{"x":88,"y":834,"width":845,"height":12}},{"id":"2d6ad6b8-e323-4a50-9c15-99565462f4e5","block_type":"box","text":"(8) The terms “compensation,” “remuneration,” and “pay” are used interchangeably to describe the same concept in different markets","page_number":138,"box":{"x":89,"y":868,"width":765,"height":10}},{"id":"8e1b9060-b93e-4630-ae5b-a5d0be342626","block_type":"box","text":"A-27","page_number":138,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"b6c264dd-6618-4ced-a5af-4ecc1c9f3b0b","block_type":"box","text":"indicates that shareholders’ financial interests are adequately protected. Corporate form shareholder proposals are evaluated","page_number":139,"box":{"x":89,"y":44,"width":873,"height":12}},{"id":"5ae8ce6d-bc00-4503-a163-bda98f4cb6e4","block_type":"box","text":"on a case-by-case basis.","page_number":139,"box":{"x":89,"y":59,"width":168,"height":12}},{"id":"204cc1a7-3d89-4934-9552-5e142ddce8c7","block_type":"box","text":"Shareholder proposals","page_number":139,"box":{"x":88,"y":85,"width":163,"height":13}},{"id":"6f212481-b110-4f07-ba94-15c9b30729ed","block_type":"box","text":"In most markets, shareholders can submit proposals to be voted on at a company’s shareholder meeting, as long as certain","page_number":139,"box":{"x":89,"y":112,"width":862,"height":12}},{"id":"926bea9d-03d2-44aa-9883-c4c3cc92bdb7","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics, including governance reforms, capital","page_number":139,"box":{"x":89,"y":127,"width":783,"height":12}},{"id":"80742da5-ce84-46b1-964d-2a8be565e47e","block_type":"box","text":"management, and changes in the management or disclosure of sustainability-related risks. These proposals have a varying","page_number":139,"box":{"x":89,"y":142,"width":859,"height":12}},{"id":"6780606d-049f-423f-9b93-532ba51e718d","block_type":"box","text":"degree of relevance for companies across sectors, locations, and business models.","page_number":139,"box":{"x":89,"y":157,"width":575,"height":13}},{"id":"9c514fe8-bf90-40f0-85da-6538e4187776","block_type":"box","text":"BIS takes a case-by-case approach to voting on shareholder proposals and maintains a singular focus on the proposal’s","page_number":139,"box":{"x":89,"y":184,"width":834,"height":12}},{"id":"f67b6e0b-85f1-4469-a50d-045b6d70b13d","block_type":"box","text":"implications for long-term financial value creation for shareholders. Our analysis considers whether a shareholder proposal","page_number":139,"box":{"x":89,"y":199,"width":860,"height":12}},{"id":"6f7fbfe8-9d01-4253-a4a6-8c14ef95a0ec","block_type":"box","text":"addresses a material risk that may impact a company’s long-term financial performance. BIS may support shareholder","page_number":139,"box":{"x":89,"y":214,"width":827,"height":12}},{"id":"342bfc8e-5d2a-471d-bfc6-4256bf3edbc0","block_type":"box","text":"proposals that request disclosures that help us, as long-term investors on behalf of our clients, better understand the","page_number":139,"box":{"x":89,"y":229,"width":818,"height":12}},{"id":"e4f4f9e4-779a-4189-b342-8c9f3447d2ea","block_type":"box","text":"material risks and opportunities companies face and how they are managing them, especially where this information is","page_number":139,"box":{"x":89,"y":244,"width":833,"height":13}},{"id":"2c62f1f2-3613-4978-bcb7-12dd1f4f60bd","block_type":"box","text":"additive given the company’s existing disclosures. We look for consistency between the specific request formally made in the","page_number":139,"box":{"x":89,"y":259,"width":873,"height":13}},{"id":"6c3306bf-6ae5-4d9a-a686-33082180f9ec","block_type":"box","text":"proposal, the supporting documentation, and the proponents’ other communications on the issues. We also assess the","page_number":139,"box":{"x":89,"y":274,"width":833,"height":13}},{"id":"20efef05-4224-45fd-816f-3c54bbc4768e","block_type":"box","text":"company’s practices and disclosures and the costs and benefits to the company of meeting the request made in the","page_number":139,"box":{"x":89,"y":290,"width":810,"height":12}},{"id":"3aaadcde-6eef-420e-9442-265f0b6c2b71","block_type":"box","text":"proposal. We take into consideration a company’s governance practices and disclosures against those of their peers.","page_number":139,"box":{"x":89,"y":305,"width":813,"height":12}},{"id":"684b4bb8-0b8e-4e40-8638-47761f1c390f","block_type":"box","text":"BIS does not support shareholder proposals that we view as inconsistent with long-term financial value or that seek to","page_number":139,"box":{"x":89,"y":331,"width":828,"height":12}},{"id":"4cb5bf26-8b0f-46a5-9ebf-c174e36628ae","block_type":"box","text":"micromanage companies. We take into consideration the legal effect of the proposal, as shareholder proposals may be","page_number":139,"box":{"x":89,"y":346,"width":828,"height":13}},{"id":"9fdc3235-2aab-466a-8703-0981da671099","block_type":"box","text":"advisory or legally binding depending on the jurisdiction, while others may make requests that would be deemed illegal in a","page_number":139,"box":{"x":89,"y":361,"width":864,"height":13}},{"id":"a8109138-5089-4f3e-a705-8a9231beff09","block_type":"box","text":"given jurisdiction.","page_number":139,"box":{"x":89,"y":376,"width":122,"height":13}},{"id":"7911ea4b-bd75-4b7d-be58-5a65056b7658","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":139,"box":{"x":89,"y":403,"width":857,"height":12}},{"id":"4fcccb4a-6aba-496b-b946-387d791c94b1","block_type":"box","text":"advised on the proposal. We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the","page_number":139,"box":{"x":89,"y":418,"width":866,"height":12}},{"id":"87e17627-fc77-44cb-b36f-5c88976351de","block_type":"box","text":"proponent’s supporting statement may refer to topics that are not directly related to the request made in the proposal. In","page_number":139,"box":{"x":89,"y":433,"width":846,"height":13}},{"id":"b9658888-e3b3-4218-8276-c58a6acde044","block_type":"box","text":"voting on behalf of clients, we must vote yes or no on the proposal as phrased by the proponent. Therefore, when we vote in","page_number":139,"box":{"x":88,"y":448,"width":871,"height":13}},{"id":"2487106a-970c-4b10-9c6d-2b3928973d0e","block_type":"box","text":"support of a proposal, we are not necessarily endorsing every element of the proposal or the reasoning, objectives, or","page_number":139,"box":{"x":89,"y":463,"width":821,"height":13}},{"id":"535c4da3-e062-4982-974c-f69ea6feaa3f","block_type":"box","text":"supporting statement of the proponent. We may support a proposal for different reasons than those put forth by the","page_number":139,"box":{"x":89,"y":479,"width":813,"height":12}},{"id":"5799d06a-f6cd-4317-91fb-2ae524764e73","block_type":"box","text":"proponent, when we believe that overall it may advance our clients’ long-term financial interests.","page_number":139,"box":{"x":89,"y":494,"width":676,"height":12}},{"id":"2ff383e0-c77b-4307-a79e-e961c6f27ac3","block_type":"box","text":"BlackRock is subject to certain rules, regulations, agency guidance, and contractual agreements that place restrictions and","page_number":139,"box":{"x":89,"y":520,"width":856,"height":12}},{"id":"bfebea24-b326-4253-9bdc-2ba7f1ef359b","block_type":"box","text":"limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients. BlackRock does","page_number":139,"box":{"x":89,"y":535,"width":852,"height":13}},{"id":"4f0af6c3-3e70-48f0-9601-db3a2c11e79e","block_type":"box","text":"not nominate directors for board elections or submit shareholder proposals to companies. Non-compliance with these","page_number":139,"box":{"x":89,"y":550,"width":829,"height":13}},{"id":"6c1f2f35-7416-44d7-9937-3e852fc0d72b","block_type":"box","text":"requirements could adversely affect BlackRock’s ability to serve its clients’ interests.","page_number":139,"box":{"x":89,"y":565,"width":582,"height":13}},{"id":"caa9afb1-0f21-4888-b136-958431398abb","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":139,"box":{"x":89,"y":592,"width":387,"height":12}},{"id":"ab0c01c5-d75e-4186-85b3-7d404cd01f33","block_type":"box","text":"Appropriate oversight of material risks and opportunities, including material sustainability-related risks and opportunities, is","page_number":139,"box":{"x":88,"y":618,"width":868,"height":13}},{"id":"7f22e893-6221-460f-bd06-af6dd4f0860b","block_type":"box","text":"an important component of having an effective governance framework that supports durable, long-term financial value","page_number":139,"box":{"x":89,"y":633,"width":836,"height":13}},{"id":"bc2bcef4-99ac-4150-b8d9-00bea903b9fa","block_type":"box","text":"creation.","page_number":139,"box":{"x":89,"y":650,"width":59,"height":8}},{"id":"157875a3-a0b1-481f-afd9-f53596308207","block_type":"box","text":"(10)","page_number":139,"box":{"x":150,"y":647,"width":20,"height":8}},{"id":"63e5fe05-be2b-4196-8876-2ebb24d452f2","block_type":"box","text":"We look to companies to provide robust disclosure that allows investors to effectively evaluate companies’ strategy and","page_number":139,"box":{"x":88,"y":675,"width":835,"height":12}},{"id":"68ea12f2-bf6f-4af0-8c30-b55096e47baf","block_type":"box","text":"business practices related to material sustainability-related risks and opportunities. We find it helpful when companies’","page_number":139,"box":{"x":89,"y":690,"width":831,"height":13}},{"id":"d6e267c4-5a27-4a3e-87fd-a780a807d1e8","block_type":"box","text":"disclosures demonstrate that they have a resilient business model that integrates material sustainability-related risks and","page_number":139,"box":{"x":89,"y":705,"width":846,"height":13}},{"id":"be9c9dcb-aeb2-4346-960e-7193717d1458","block_type":"box","text":"opportunities into their strategy, risk management, and metrics and targets, including industry-specific metrics.","page_number":139,"box":{"x":89,"y":720,"width":781,"height":13}},{"id":"69f7af46-d8ac-4513-af3c-e85806472b4f","block_type":"box","text":"Standardized disclosure of sustainability-related data supports investors in making informed decisions. The International","page_number":139,"box":{"x":88,"y":747,"width":844,"height":12}},{"id":"d9e15ee9-e4c5-429a-9cfb-51e5bbf3b422","block_type":"box","text":"Sustainability Standards Board (ISSB) standards, IFRS S1 and S2, represent one such approach to standardization that we find","page_number":139,"box":{"x":88,"y":762,"width":879,"height":12}},{"id":"57fb79b2-9ac7-4d79-b61a-e4267d107e4f","block_type":"box","text":"useful in our analysis.","page_number":139,"box":{"x":89,"y":777,"width":149,"height":12}},{"id":"0a8dcf9c-563f-4772-a4cc-08b24cc8838d","block_type":"box","text":"(11)","page_number":139,"box":{"x":240,"y":775,"width":20,"height":8}},{"id":"bb37b7f0-d7a7-4394-9d9d-1747a7261dd2","block_type":"box","text":"However, we do not mandate any specific disclosure framework companies should use, and","page_number":139,"box":{"x":266,"y":777,"width":642,"height":12}},{"id":"1bf28632-0d2b-49a9-9a2b-748fcaef5748","block_type":"box","text":"(9) Corporate form refers to the legal structure by which a business is organized.","page_number":139,"box":{"x":89,"y":816,"width":462,"height":9}},{"id":"503ffff5-2667-43a0-a127-5896c506addb","block_type":"box","text":"(10) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mo","page_number":139,"box":{"x":89,"y":831,"width":824,"height":10}},{"id":"771dff0b-6290-4d5a-ab8f-14721609a275","block_type":"box","text":"del that","page_number":139,"box":{"x":914,"y":831,"width":42,"height":7}},{"id":"de08c9a9-fe07-42f3-bb66-2eb144112994","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":139,"box":{"x":121,"y":843,"width":826,"height":10}},{"id":"acf2b750-d11c-4a1d-a158-4f18dfbef2fc","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":139,"box":{"x":121,"y":856,"width":832,"height":10}},{"id":"98c94872-0d38-43c2-bf23-02fb2d73ec0c","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":139,"box":{"x":121,"y":868,"width":443,"height":10}},{"id":"4fba73ec-03fd-4626-a40d-85372d6cffe1","block_type":"box","text":"A-28","page_number":139,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"27aef1fd-f5da-4a00-8dc9-509c76c5a93d","block_type":"box","text":"recognize that companies may report using different standards, some of which may be required by regulation. In such cases,","page_number":140,"box":{"x":89,"y":44,"width":870,"height":12}},{"id":"f7c3c0c8-74d4-4c02-be60-2e7c083aa9e8","block_type":"box","text":"we ask that companies highlight the metrics that are industry- or company-specific.","page_number":140,"box":{"x":88,"y":59,"width":588,"height":12}},{"id":"06edf4f8-c616-43ff-8031-6a17e3e5d9d1","block_type":"box","text":"We also recognize that companies may be phasing in reporting over several years. We do not prescribe timelines regarding","page_number":140,"box":{"x":88,"y":85,"width":855,"height":13}},{"id":"75a9a190-4d28-4665-bbba-e13c6f0fa620","block_type":"box","text":"when companies should make sustainability-related disclosures but appreciate it when companies produce them sufficiently","page_number":140,"box":{"x":88,"y":101,"width":874,"height":12}},{"id":"b7a78eb2-b2c4-4497-89ee-2fd87d164d5d","block_type":"box","text":"in advance of their shareholder meeting, to the best of their abilities, to provide investors with time to assess the data and","page_number":140,"box":{"x":89,"y":116,"width":850,"height":12}},{"id":"eee4cd76-1ab1-4235-9bf9-6f2ce81af5a6","block_type":"box","text":"make informed voting decisions.","page_number":140,"box":{"x":89,"y":131,"width":226,"height":12}},{"id":"50ca781f-8019-4360-bce1-6716957d8e67","block_type":"box","text":"Industry initiatives on managing specific operational risks may also provide useful guidance to companies on best practices","page_number":140,"box":{"x":89,"y":157,"width":863,"height":13}},{"id":"c60544c3-3ae3-4db8-a12b-42d3722eaddd","block_type":"box","text":"and disclosures. While not a voting item, we find it helpful to our understanding of investment risk when companies disclose","page_number":140,"box":{"x":89,"y":172,"width":872,"height":13}},{"id":"80248dda-3a04-47a1-8ef2-776ebd1aad75","block_type":"box","text":"any relevant global sustainability-related standards adopted, the industry initiatives in which they participate, any peer group","page_number":140,"box":{"x":89,"y":188,"width":871,"height":12}},{"id":"501a8c22-7134-4d0a-a0b0-042ca98ad2dc","block_type":"box","text":"benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and","page_number":140,"box":{"x":89,"y":203,"width":842,"height":12}},{"id":"5f2aea22-6710-452b-9743-988eb88f8721","block_type":"box","text":"responsible business practices.","page_number":140,"box":{"x":89,"y":218,"width":215,"height":12}},{"id":"a0d4703b-12ee-4368-b9dc-475ccb809a48","block_type":"box","text":"Climate and nature-related risk","page_number":140,"box":{"x":105,"y":244,"width":225,"height":10}},{"id":"927cb629-dc8b-4fbf-8603-f81f1d6eb1e7","block_type":"box","text":"Many companies are assessing how to navigate the low-carbon transition while delivering long-term financial value to","page_number":140,"box":{"x":89,"y":271,"width":828,"height":12}},{"id":"27d8aef4-151d-4d1a-84e3-01e616461be0","block_type":"box","text":"investors. For companies facing material climate-related risks, we find it helpful when they publicly disclose, consistent with","page_number":140,"box":{"x":89,"y":286,"width":865,"height":12}},{"id":"7420d550-6a4c-4049-a77d-df6073558c4a","block_type":"box","text":"their business model and sector, how they intend to deliver long-term financial performance through the low-carbon","page_number":140,"box":{"x":88,"y":301,"width":819,"height":12}},{"id":"9abf3ec4-19cb-4d4b-82da-02937a70c471","block_type":"box","text":"transition, including where available, their transition plan.","page_number":140,"box":{"x":88,"y":316,"width":400,"height":12}},{"id":"5a498d92-33a7-4040-a0ba-daf373585135","block_type":"box","text":"(12), (13)","page_number":140,"box":{"x":490,"y":314,"width":50,"height":8}},{"id":"b15a5870-1378-489d-9323-a405a63d2ac3","block_type":"box","text":"From company disclosures and engagement, we seek to","page_number":140,"box":{"x":546,"y":316,"width":393,"height":12}},{"id":"bc8f99c9-ef20-492f-a9b1-8a2edaa6c5ee","block_type":"box","text":"understand the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":140,"box":{"x":89,"y":331,"width":820,"height":12}},{"id":"4de9edef-accb-45a0-82fa-43d34fc0f7bf","block_type":"box","text":"business model associated with a range of climate-related scenarios.","page_number":140,"box":{"x":89,"y":346,"width":481,"height":13}},{"id":"acccc352-e463-47a9-8774-577393145513","block_type":"box","text":"Recognizing the value of these disclosures, certain markets such as the European Union mandate large companies to disclose","page_number":140,"box":{"x":89,"y":373,"width":878,"height":12}},{"id":"d6451793-e23a-4a9f-828f-edcc44ec7b51","block_type":"box","text":"such climate-related financial information, while in other jurisdictions these disclosures are viewed as best practice in the","page_number":140,"box":{"x":89,"y":388,"width":847,"height":12}},{"id":"50bd0ba9-c33f-4627-8c9d-d147368da424","block_type":"box","text":"market.","page_number":140,"box":{"x":89,"y":403,"width":52,"height":10}},{"id":"a282af0f-aa27-4b25-9b33-3394040f3b43","block_type":"box","text":"The ISSB standards provide one such framework that can assist investors in assessing company-specific climate-related risks","page_number":140,"box":{"x":88,"y":429,"width":876,"height":13}},{"id":"161e23e3-8f18-4bd7-8735-624cf3496877","block_type":"box","text":"and opportunities, and informing investment decisions. Such disclosures also provide investors with insights into how","page_number":140,"box":{"x":89,"y":445,"width":825,"height":12}},{"id":"528eb30b-f579-4383-ab30-ecc58de83992","block_type":"box","text":"companies are managing the risks associated with a transition to a low-carbon economy by managing their own carbon","page_number":140,"box":{"x":89,"y":460,"width":841,"height":12}},{"id":"4bb15533-1d40-4b66-9f80-ba8c0b3bd2aa","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable.","page_number":140,"box":{"x":89,"y":475,"width":490,"height":12}},{"id":"2c717a39-471a-4180-9ad8-89f1c606b755","block_type":"box","text":"The ISSB standards, for example, contemplate disclosures on how companies are setting short-, medium- and long-term","page_number":140,"box":{"x":88,"y":501,"width":846,"height":13}},{"id":"bd306b0b-cd17-486f-a8d5-959a8f82c421","block_type":"box","text":"targets, ideally science-based where these are available for their sector, for scope 1 and 2 greenhouse gas emissions (GHG)","page_number":140,"box":{"x":88,"y":516,"width":860,"height":13}},{"id":"f2b1f389-5c45-47b2-979e-bae2db777780","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":140,"box":{"x":89,"y":531,"width":833,"height":13}},{"id":"d0bbee59-212d-41fa-9148-4b0236222b02","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":140,"box":{"x":88,"y":558,"width":871,"height":12}},{"id":"64ffa26a-bfc9-46fe-8a5c-3ecae3961f0a","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":140,"box":{"x":89,"y":573,"width":824,"height":12}},{"id":"1673371e-5296-4b4c-aa47-b9349ed661dc","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments that companies","page_number":140,"box":{"x":89,"y":588,"width":827,"height":12}},{"id":"227cb278-86b0-4b08-9808-7a658e4b81e4","block_type":"box","text":"choose to make regarding material scope 3 emissions and recognize that these are provided on a good-faith basis as","page_number":140,"box":{"x":89,"y":603,"width":816,"height":13}},{"id":"0951c4a8-0f5c-469d-93fe-1fafb23c9ce6","block_type":"box","text":"methodology develops.","page_number":140,"box":{"x":89,"y":618,"width":162,"height":13}},{"id":"cfe16ee5-8f10-4d13-8607-4e2104e07c72","block_type":"box","text":"In addition to climate-related risks and opportunities, for companies whose strategies, operations or supply chains are","page_number":140,"box":{"x":89,"y":645,"width":827,"height":12}},{"id":"42b7b32f-f588-4ec7-9536-501cfdf3aa45","block_type":"box","text":"materially reliant on natural capital, nature-related risks and opportunities may affect their ability to generate long-term","page_number":140,"box":{"x":89,"y":660,"width":835,"height":12}},{"id":"62264095-302b-4159-83d2-d68770119936","block_type":"box","text":"(11) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. The standards bui","page_number":140,"box":{"x":89,"y":712,"width":831,"height":10}},{"id":"8bbe2f91-e743-4453-9bc3-d7b2bf8f4aff","block_type":"box","text":"ld on","page_number":140,"box":{"x":922,"y":712,"width":26,"height":8}},{"id":"2b66f9dc-5d54-49ff-afdf-158f2af530f3","block_type":"box","text":"the Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the Sustainability Accounting","page_number":140,"box":{"x":121,"y":725,"width":838,"height":10}},{"id":"a1e79393-bcb6-45b3-a97f-be6eb67ccaa4","block_type":"box","text":"Standards Board (SASB), which have both converged under the ISSB. Please refer to the IFRS website to learn more about the framework and stan","page_number":140,"box":{"x":121,"y":737,"width":821,"height":10}},{"id":"e6671837-a899-4359-bac2-da9549b4e335","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":140,"box":{"x":121,"y":750,"width":795,"height":10}},{"id":"482d7f9b-3774-4cdb-8f76-83a6e68ec757","block_type":"box","text":"accessed in December 2025.","page_number":140,"box":{"x":121,"y":763,"width":159,"height":7}},{"id":"9c997fb8-00a0-476c-b9db-5e351ab9c27d","block_type":"box","text":"(12) We have observed that more companies are developing such plans, and public policymakers in certain markets are signaling their intentions to req","page_number":140,"box":{"x":89,"y":778,"width":852,"height":10}},{"id":"e1c0f284-ac14-4985-9516-7b0b760d5cd4","block_type":"box","text":"uire","page_number":140,"box":{"x":943,"y":779,"width":19,"height":7}},{"id":"b520bb12-be83-4512-a513-794a6e454873","block_type":"box","text":"them or already have requirements in place, such as Australia, Brazil, and the European Union (please see the International Transition Plan Network fo","page_number":140,"box":{"x":121,"y":790,"width":832,"height":10}},{"id":"81fdc1d1-e777-4d59-8889-c0aa6e8cba53","block_type":"box","text":"for","page_number":140,"box":{"x":952,"y":793,"width":12,"height":5}},{"id":"24d00b33-a9b6-4c59-aedb-5ffd6e2fef47","block_type":"box","text":"information). We view transition plans as a method for a company to both internally assess and externally communicate its long-term strategy, ambi","page_number":140,"box":{"x":121,"y":803,"width":837,"height":10}},{"id":"fc16c4d6-a03d-404b-924a-b1f87083a60f","block_type":"box","text":"tion, objectives, and actions to create financial value through the global transition towards a low-carbon economy. Across the landscape there rema","page_number":140,"box":{"x":121,"y":816,"width":827,"height":9}},{"id":"b98f8561-801d-4842-a463-8c309a906205","block_type":"box","text":"ins","page_number":140,"box":{"x":949,"y":816,"width":15,"height":7}},{"id":"cb888480-7466-4a2f-a4d8-f55519482ad9","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. While transition plans can be helpful disclosure, BIS does not make the","page_number":140,"box":{"x":121,"y":828,"width":841,"height":10}},{"id":"01daed81-bc21-4fd3-8109-eb0571d4b107","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":140,"box":{"x":121,"y":841,"width":835,"height":10}},{"id":"37efa123-7644-4446-a1a6-40a821b43d17","block_type":"box","text":"their planned actions and resource implications. Website accessed in December 2025.","page_number":140,"box":{"x":121,"y":853,"width":480,"height":10}},{"id":"f8993f37-3b95-4c7c-9018-816ca121aa32","block_type":"box","text":"(13) For more information, please see our commentary “Climate-related risks and a low-carbon transition,” December 2025.","page_number":140,"box":{"x":89,"y":868,"width":701,"height":10}},{"id":"9a29e8ff-8637-4695-96c9-19c1ae944d9d","block_type":"box","text":"A-29","page_number":140,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"7b43c82a-e871-4677-a16b-821b7c8bdfc5","block_type":"box","text":"financial returns.","page_number":141,"box":{"x":88,"y":44,"width":117,"height":10}},{"id":"ff142ab8-905f-433e-ab4a-c6452aae06df","block_type":"box","text":"(14)","page_number":141,"box":{"x":207,"y":42,"width":20,"height":8}},{"id":"6de750cc-fadd-4776-a114-cd68d5540a1e","block_type":"box","text":"For these companies, we rely on disclosures to understand how their strategies consider nature-related","page_number":141,"box":{"x":233,"y":44,"width":721,"height":12}},{"id":"4a4d13ba-080e-492d-b84c-709e6fcd5754","block_type":"box","text":"impacts and dependencies and to assess how the board oversees these risks.","page_number":141,"box":{"x":89,"y":59,"width":538,"height":12}},{"id":"b1a8e7f1-d76c-4766-b5bf-9b5197da5a66","block_type":"box","text":"(15)","page_number":141,"box":{"x":629,"y":57,"width":20,"height":8}},{"id":"f8847a12-f46b-40de-9edb-55db53eca237","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":141,"box":{"x":105,"y":85,"width":519,"height":13}},{"id":"64aecef1-1053-47b1-9cba-4fd7def620da","block_type":"box","text":"Companies determine their key stakeholders based on what is material to their business and long-term financial","page_number":141,"box":{"x":89,"y":112,"width":784,"height":12}},{"id":"847cf027-eb66-433d-92f6-a1db7cd177c3","block_type":"box","text":"performance. For many companies, key stakeholders include employees, business supply chains, clients and consumers,","page_number":141,"box":{"x":89,"y":127,"width":841,"height":12}},{"id":"7e61833c-83ef-44bc-b9ef-e3ced08b93f1","block_type":"box","text":"regulators, and the communities in which they operate.","page_number":141,"box":{"x":89,"y":142,"width":387,"height":12}},{"id":"0c3b7e37-97d3-4afd-b7a7-b94f28757715","block_type":"box","text":"In our experience, companies that invest in the relationships that are critical to their strategic objectives are more likely to","page_number":141,"box":{"x":89,"y":169,"width":847,"height":12}},{"id":"4b39d5c3-131e-4b32-8606-3487b24e4f84","block_type":"box","text":"deliver durable, long-term financial performance. By contrast, we have found that poor relationships may create adverse","page_number":141,"box":{"x":89,"y":184,"width":840,"height":12}},{"id":"2fc22126-441e-431f-9717-64b4d8586203","block_type":"box","text":"impacts that could expose companies to legal, regulatory, operational, and reputational risks. This is particularly relevant to a","page_number":141,"box":{"x":89,"y":199,"width":872,"height":12}},{"id":"e4511ad7-ce86-40e3-8f2f-79412798c1bb","block_type":"box","text":"company’s workforce, which is central to long-term financial value creation.","page_number":141,"box":{"x":89,"y":214,"width":530,"height":12}},{"id":"f14ada9d-1aa1-4625-800d-4b3734583a47","block_type":"box","text":"(16)","page_number":141,"box":{"x":621,"y":212,"width":20,"height":8}},{"id":"73e13ff7-5090-43a7-96ea-9fae9bb071bd","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":141,"box":{"x":88,"y":240,"width":844,"height":13}},{"id":"e2ead536-2890-4f4e-a2c3-06449ab39878","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":141,"box":{"x":88,"y":256,"width":837,"height":12}},{"id":"cb876137-c388-49a4-be86-d3c4e837b4b0","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":141,"box":{"x":89,"y":271,"width":870,"height":12}},{"id":"90c2199e-93b1-45a2-b802-14cec0cf4cb3","block_type":"box","text":"and the skills required for their future business strategy. We are also interested in understanding how the board monitors and","page_number":141,"box":{"x":89,"y":286,"width":875,"height":12}},{"id":"d56205a2-b796-4093-941b-5b783e434b46","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":141,"box":{"x":89,"y":301,"width":860,"height":12}},{"id":"8c06bd7c-848e-49b1-bbc0-2b251c491b4a","block_type":"box","text":"aligns with the company’s strategy. BIS does not direct a company’s policies or practices, which are the responsibility of","page_number":141,"box":{"x":89,"y":316,"width":837,"height":12}},{"id":"e388980f-409a-4f07-ae71-f03da1349530","block_type":"box","text":"management and the board.","page_number":141,"box":{"x":89,"y":331,"width":199,"height":12}},{"id":"732add97-4af7-475b-b93c-da2696640bd9","block_type":"box","text":"In addition, we find it helpful when companies disclose their approach to addressing material adverse impacts that could","page_number":141,"box":{"x":89,"y":358,"width":845,"height":12}},{"id":"866ad6f6-0e4a-4edb-991c-8270ce3d055e","block_type":"box","text":"arise from their business practices and affect critical relationships with their stakeholders. We encourage companies to","page_number":141,"box":{"x":89,"y":373,"width":830,"height":12}},{"id":"0cf885cb-46fc-4953-a29a-1764fc56d6e2","block_type":"box","text":"implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate","page_number":141,"box":{"x":89,"y":388,"width":834,"height":12}},{"id":"b34c1610-b2b3-4d27-bd68-d9745186169a","block_type":"box","text":"potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts.","page_number":141,"box":{"x":89,"y":403,"width":728,"height":12}},{"id":"0d435b1c-21e5-4268-83ef-81604e2eb90d","block_type":"box","text":"We look to boards to oversee management’s approach to addressing material risks related to key stakeholders and may","page_number":141,"box":{"x":88,"y":429,"width":837,"height":13}},{"id":"dc339e83-8047-4359-8cb1-935a8fd026a6","block_type":"box","text":"convey concerns about board oversight in our voting on director elections or supporting a business relevant shareholder","page_number":141,"box":{"x":89,"y":445,"width":842,"height":12}},{"id":"368fb8d1-94a9-4911-a620-9996d053144e","block_type":"box","text":"proposal when, in our assessment, the board is not acting in shareholders’ long-term financial interests.","page_number":141,"box":{"x":89,"y":460,"width":726,"height":12}},{"id":"59bb9fea-bfc0-47bd-b9ef-efd14d87e9da","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":141,"box":{"x":89,"y":486,"width":441,"height":12}},{"id":"80a1e277-e3ac-4703-82fa-1e6260467a35","block_type":"box","text":"BIS’ governance structure supports oversight and accountability of stewardship-related activities on behalf of clients at the","page_number":141,"box":{"x":89,"y":513,"width":858,"height":12}},{"id":"0580f912-4356-4b01-aa4e-63ded3b10932","block_type":"box","text":"global and regional level.","page_number":141,"box":{"x":89,"y":528,"width":171,"height":12}},{"id":"9703c841-6c02-4f8f-92a8-52a7652280e1","block_type":"box","text":"At the top of this governance structure, the risk-focused BIS Global Oversight Committee (the Committee) supports BIS’","page_number":141,"box":{"x":88,"y":554,"width":841,"height":12}},{"id":"ca5d5c8d-d8dc-4f95-b6dd-f08a700519c8","block_type":"box","text":"regulatory responsibilities in relation to proxy voting, including adherence to policies and procedures as well as market-level","page_number":141,"box":{"x":89,"y":569,"width":864,"height":13}},{"id":"ff22a2f9-b609-43ec-9675-1a380aeffa31","block_type":"box","text":"stewardship requirements. The Committee reviews and approves amendments to the Global Principles and regional voting","page_number":141,"box":{"x":89,"y":584,"width":857,"height":13}},{"id":"94da40a8-81a2-4e01-8cf9-49175705c643","block_type":"box","text":"guidelines. The Committee also reviews periodic reports regarding the votes cast by BIS on behalf of clients, as well as","page_number":141,"box":{"x":89,"y":599,"width":824,"height":13}},{"id":"b07623a6-791d-4eb5-9465-a5e432cd2f77","block_type":"box","text":"updates on material process issues, procedural changes, and other risk oversight considerations. The Committee is chaired","page_number":141,"box":{"x":89,"y":615,"width":860,"height":12}},{"id":"d2dcb0ce-d84b-42fb-ae4a-2bcd8218a2ea","block_type":"box","text":"by the Global Heads of the Investment Stewardship function and its members include senior BlackRock executives with legal,","page_number":141,"box":{"x":89,"y":630,"width":874,"height":12}},{"id":"e019f9b7-982c-4ef7-b360-5c6901137b01","block_type":"box","text":"risk, and other experience relevant to team oversight who are independent from the investment stewardship function.","page_number":141,"box":{"x":89,"y":645,"width":824,"height":12}},{"id":"fc2d28f7-c025-4176-8115-d92095777b85","block_type":"box","text":"The Global Heads have primary oversight of BIS’ activities globally, including voting in accordance with the Global Principles","page_number":141,"box":{"x":88,"y":671,"width":865,"height":13}},{"id":"a6181f2d-32f5-4009-8c5a-99ff73c3f98e","block_type":"box","text":"and regional voting guidelines. At the regional level, three regional Heads for the Americas, APAC, and EMEA oversee BIS’","page_number":141,"box":{"x":89,"y":686,"width":845,"height":13}},{"id":"7482a271-2aac-467a-aa75-6f0a6308c7b3","block_type":"box","text":"activities for their specific markets.","page_number":141,"box":{"x":89,"y":702,"width":242,"height":12}},{"id":"8c85647d-220e-42eb-838e-3b2836559cb3","block_type":"box","text":"Vote execution","page_number":141,"box":{"x":88,"y":729,"width":107,"height":9}},{"id":"6b2f59f7-4df4-4075-90dd-006c01272557","block_type":"box","text":"BIS votes proxies on behalf of index equity funds and accounts when authorized by our clients. We have processes in place to","page_number":141,"box":{"x":89,"y":754,"width":875,"height":13}},{"id":"7ef7737b-2259-41bb-b070-eed1af3aa2d0","block_type":"box","text":"consider all proxies for which we have voting authority, and submit voting decisions, or refrain from voting when logistical","page_number":141,"box":{"x":89,"y":770,"width":852,"height":12}},{"id":"c755cf03-1689-4779-94d5-ba90c221809e","block_type":"box","text":"(14) For more information, please see our commentary “Our approach to engagement on natural capital,” December 2025.","page_number":141,"box":{"x":89,"y":800,"width":694,"height":10}},{"id":"15351289-1e6e-4e82-b1d5-7c558f5eccb8","block_type":"box","text":"(15) Given the growing awareness of the materiality of these issues for certain businesses, enhanced reporting on a company’s natural capital depend","page_number":141,"box":{"x":89,"y":816,"width":845,"height":9}},{"id":"b4bce5c2-2893-4783-8285-c4d5002100a7","block_type":"box","text":"en","page_number":141,"box":{"x":935,"y":818,"width":17,"height":5}},{"id":"4504517d-3552-4871-be2a-df1e76feecb2","block_type":"box","text":"cies and impacts would aid investors’ understanding. The recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD) may","page_number":141,"box":{"x":121,"y":828,"width":818,"height":10}},{"id":"ca9c448a-c045-4dcc-9828-7fc693106de3","block_type":"box","text":"prove useful to some companies. We recognize that some companies may report using different standards, which may be required by regulation, or","page_number":141,"box":{"x":121,"y":841,"width":825,"height":10}},{"id":"333ecbcf-e3ac-4baf-9daf-2eae8001bbeb","block_type":"box","text":"one of a number of other private sector standards. TNFD-aligned reporting is not a voting issue. Website accessed in December 2025.","page_number":141,"box":{"x":121,"y":853,"width":748,"height":10}},{"id":"ddfbd04b-c17f-4b0d-a5b0-e0b498654a39","block_type":"box","text":"(16) For more information, please see our commentary “Our approach to engagement on human capital management,” December 2025.","page_number":141,"box":{"x":89,"y":868,"width":774,"height":10}},{"id":"3ebfd155-f11d-4c36-a492-f7f62cf392c1","block_type":"box","text":"A-30","page_number":141,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"d0ab4cb8-5fba-4404-9148-023760ab8dd3","block_type":"box","text":"issues arise (see below). The BIS Benchmark Policies – and the vote decisions made consistent with those policies – reflect","page_number":142,"box":{"x":89,"y":44,"width":856,"height":12}},{"id":"5264d655-fb14-4f04-85fd-dafe90778530","block_type":"box","text":"our reasonable and independent judgment and are made without regard to the relationship between the issuer of the proxy","page_number":142,"box":{"x":89,"y":59,"width":865,"height":12}},{"id":"743ee671-2d53-4d0f-8e74-57e891a4cd5d","block_type":"box","text":"(or any shareholder proponent or dissident shareholder) and the Fund, the Fund’s affiliates (if any), BlackRock or BlackRock’s","page_number":142,"box":{"x":89,"y":74,"width":874,"height":12}},{"id":"9535b6ba-092b-49b9-9374-8092e0f79022","block_type":"box","text":"affiliates, or BlackRock employees (see “Conflicts management policies and procedures,” below).","page_number":142,"box":{"x":89,"y":89,"width":676,"height":13}},{"id":"f0ddfb60-7c4a-45e2-982b-bae260fe13c6","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BIS’ ability to vote, as well as the cost of voting","page_number":142,"box":{"x":89,"y":116,"width":843,"height":12}},{"id":"c92185cc-28b1-4699-8f9f-f42d8f75cb07","block_type":"box","text":"such proxies on behalf of our clients. These issues include, but are not limited to: 1) untimely notice of shareholder meetings;","page_number":142,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"4b438d64-2591-409b-a7f4-4a60fbceb65a","block_type":"box","text":"2) restrictions on a foreigner’s ability to exercise votes; 3) requirements to vote proxies in person; 4) “share-blocking”","page_number":142,"box":{"x":89,"y":146,"width":818,"height":12}},{"id":"289f5e6c-bea3-425a-b5b6-aeac9326bdd8","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings from the point at","page_number":142,"box":{"x":89,"y":161,"width":877,"height":12}},{"id":"bee86227-b643-48ce-859b-3e4678a5333d","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); 5) potential difficulties in translating","page_number":142,"box":{"x":88,"y":176,"width":860,"height":13}},{"id":"8166a1bf-59e7-47a8-b002-30b10bd034db","block_type":"box","text":"the proxy; 6) regulatory constraints; and 7) requirements to provide local agents with powers of attorney to facilitate voting","page_number":142,"box":{"x":88,"y":191,"width":863,"height":13}},{"id":"3c4210a1-124c-45ad-9c6c-51619f488719","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":142,"box":{"x":89,"y":206,"width":807,"height":13}},{"id":"631febaf-b9c1-45de-acc0-528cd3d3e009","block_type":"box","text":"burdensome administrative requirements.","page_number":142,"box":{"x":89,"y":222,"width":292,"height":12}},{"id":"41635c11-e058-4691-9e35-2b1f6a39b261","block_type":"box","text":"BIS votes proxies in these situations on a “best-efforts” basis. In addition, BIS may determine that it is generally in the","page_number":142,"box":{"x":89,"y":248,"width":817,"height":12}},{"id":"2eee272f-f983-4749-8a2c-3b58736304c4","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":142,"box":{"x":89,"y":263,"width":869,"height":12}},{"id":"ec46dc8c-fd61-4de0-b68d-b4b3ad49f0dd","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":142,"box":{"x":89,"y":278,"width":878,"height":13}},{"id":"4a923127-6afc-4593-a680-7a48a922c79f","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":142,"box":{"x":89,"y":293,"width":397,"height":13}},{"id":"fb0176cd-6821-49e5-a521-f0e9417b7ef3","block_type":"box","text":"Conflicts management policies and procedures","page_number":142,"box":{"x":89,"y":320,"width":340,"height":12}},{"id":"40f85e01-d0ad-4cb0-aee6-23d1cbc5cd3b","block_type":"box","text":"BIS is a dedicated function whose responsibilities are separate from BlackRock’s sales, business partnership or enterprise","page_number":142,"box":{"x":89,"y":346,"width":849,"height":13}},{"id":"6bbcb7c3-70d3-49c4-a81b-2c6d8d367f17","block_type":"box","text":"level vendor management activities.","page_number":142,"box":{"x":89,"y":361,"width":250,"height":13}},{"id":"a1beecdb-6f40-4260-b008-3f5aa904277f","block_type":"box","text":"BlackRock maintains policies and procedures that are designed to prevent undue influence on BIS’ proxy voting activity. Such","page_number":142,"box":{"x":89,"y":388,"width":873,"height":12}},{"id":"e75c3d60-b0b5-4d1b-b775-0c68d6f8f7c8","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":142,"box":{"x":89,"y":403,"width":829,"height":12}},{"id":"74f9c92c-6167-40c9-9d44-a228e6bc2920","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees.","page_number":142,"box":{"x":89,"y":418,"width":729,"height":12}},{"id":"6403aaac-41be-4d85-8908-05b09cb4410f","block_type":"box","text":"For information on how BIS manages conflicts of interest, please see our disclosure.","page_number":142,"box":{"x":89,"y":445,"width":585,"height":12}},{"id":"cec9e29c-44ec-42c1-aae3-8d002df8a63e","block_type":"box","text":"Securities lending","page_number":142,"box":{"x":88,"y":471,"width":128,"height":12}},{"id":"c111729c-f42c-49ba-8e85-80f9652a19d3","block_type":"box","text":"When authorized, BlackRock acts as a securities lending agent on behalf of its clients. Lending securities enables BlackRock","page_number":142,"box":{"x":88,"y":497,"width":863,"height":13}},{"id":"8f30e0f7-a131-40d4-b8f0-2966acea29c7","block_type":"box","text":"to increase the returns in clients’ portfolios, and BlackRock’s lending agreements allow it to recall securities out on loan at","page_number":142,"box":{"x":88,"y":513,"width":852,"height":12}},{"id":"02c2e50e-1d74-4778-8eb4-b525835acd2e","block_type":"box","text":"any time. BlackRock (or any other lender) does not retain voting rights for securities out on loan. Entitlements associated","page_number":142,"box":{"x":89,"y":528,"width":844,"height":12}},{"id":"2d929c89-482f-499d-a212-5344d88d5760","block_type":"box","text":"with the lent securities (dividends, coupons, etc.), while on loan are paid back to the lender of the security as stipulated in","page_number":142,"box":{"x":88,"y":543,"width":851,"height":12}},{"id":"94f3d326-5300-4d28-8354-b5308187434a","block_type":"box","text":"industry standard legal agreements.","page_number":142,"box":{"x":89,"y":558,"width":250,"height":12}},{"id":"cdcdc80a-13e7-43d6-a841-0fa54c750898","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":142,"box":{"x":88,"y":584,"width":867,"height":13}},{"id":"ec4da917-30a2-4081-bc54-a80d203b199a","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":142,"box":{"x":89,"y":599,"width":827,"height":13}},{"id":"8207bb10-a6bd-428e-9218-899237fa762c","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":142,"box":{"x":89,"y":615,"width":866,"height":12}},{"id":"c4249ca7-73d4-4814-95bf-cdaf6221483a","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":142,"box":{"x":89,"y":630,"width":853,"height":12}},{"id":"e8b402da-6f65-4f2b-a12d-85dd929a840b","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":142,"box":{"x":89,"y":645,"width":838,"height":12}},{"id":"f0e3a00e-87c4-4276-bd6b-a6b2ce593117","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":142,"box":{"x":89,"y":660,"width":726,"height":12}},{"id":"0c2fd63f-da6b-4049-805f-4abdde4caa68","block_type":"box","text":"(17)","page_number":142,"box":{"x":816,"y":658,"width":20,"height":8}},{"id":"cc7070f2-4696-4916-85b5-308281604885","block_type":"box","text":"BIS works with","page_number":142,"box":{"x":842,"y":660,"width":102,"height":10}},{"id":"da9de49c-142e-477d-89b3-ba2133548090","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":142,"box":{"x":89,"y":675,"width":873,"height":12}},{"id":"9a424a53-7a3d-4c80-bb45-e7ede144cce9","block_type":"box","text":"recalling shares on loan.","page_number":142,"box":{"x":89,"y":690,"width":167,"height":13}},{"id":"fb065eb3-0d12-4a53-9cb5-8055ffb46e44","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to clients of voting shares would be","page_number":142,"box":{"x":89,"y":717,"width":873,"height":12}},{"id":"d7053f62-2add-4140-aea8-6f853a5a12d6","block_type":"box","text":"less than the potential revenue the loan may provide clients. However, in certain instances, BlackRock may determine, in our","page_number":142,"box":{"x":89,"y":732,"width":867,"height":12}},{"id":"2f99fc0e-ead7-4418-ad37-a5f421aef545","block_type":"box","text":"independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":142,"box":{"x":89,"y":747,"width":832,"height":12}},{"id":"8f5809ff-1d73-43cf-84c2-f720da233c6d","block_type":"box","text":"clients and would therefore recall shares to be voted in those instances. It is important to note that the majority of lendable","page_number":142,"box":{"x":89,"y":762,"width":860,"height":12}},{"id":"01bb5915-57c1-47c2-8a0a-cc5195970b75","block_type":"box","text":"assets in the market at any given time are not out on loan.","page_number":142,"box":{"x":89,"y":777,"width":405,"height":12}},{"id":"3ce08ad1-0e71-47f8-a12d-39a08a657419","block_type":"box","text":"(17) 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":142,"box":{"x":89,"y":805,"width":848,"height":10}},{"id":"f84ed117-4108-465b-a5d2-c5c795e63217","block_type":"box","text":"ally","page_number":142,"box":{"x":938,"y":805,"width":18,"height":10}},{"id":"ebd30bb9-810e-419d-8522-98aba5bcc35d","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":142,"box":{"x":121,"y":818,"width":817,"height":10}},{"id":"68ad7ecc-44f1-4b31-bcf6-f6c44bf3ebfa","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":142,"box":{"x":121,"y":831,"width":831,"height":10}},{"id":"d5ed59b5-2060-4f07-b9dc-19ca513b05f2","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":142,"box":{"x":121,"y":843,"width":810,"height":10}},{"id":"a8f0bc36-be2c-4108-9fc6-27a9d735e664","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":142,"box":{"x":121,"y":856,"width":832,"height":10}},{"id":"24e71508-5c63-469b-b757-b494f6ca9cd6","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":142,"box":{"x":121,"y":868,"width":745,"height":10}},{"id":"8e6739bc-3efc-4034-85c6-01320a8673cf","block_type":"box","text":"A-31","page_number":142,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"07174243-ea76-43ca-aae0-b94f74470d1d","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":143,"box":{"x":89,"y":44,"width":840,"height":12}},{"id":"2a40b724-8fee-48fe-a687-cc4d6282bd7c","block_type":"box","text":"modify it as necessary.","page_number":143,"box":{"x":89,"y":59,"width":156,"height":12}},{"id":"e7ed5fd7-a3f3-47f5-a67f-06c9c35eab36","block_type":"box","text":"Voting Choice","page_number":143,"box":{"x":88,"y":85,"width":101,"height":13}},{"id":"a87bb97d-6c2c-4307-a15c-b86ae922d139","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":143,"box":{"x":89,"y":112,"width":855,"height":12}},{"id":"a812d095-cefc-4ec4-9839-7dcd3c5f2038","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":143,"box":{"x":88,"y":127,"width":376,"height":12}},{"id":"7465b846-caaa-42fe-bf09-a3e5a4efc5d3","block_type":"box","text":"(18)","page_number":143,"box":{"x":466,"y":125,"width":20,"height":8}},{"id":"8000236c-41e5-4079-81c6-2967fbe05228","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, Ireland,","page_number":143,"box":{"x":88,"y":153,"width":849,"height":13}},{"id":"1932e4ad-5558-43fb-b075-64cbf804e18f","block_type":"box","text":"Canada, and Switzerland that utilize index equity investment strategies, as well as eligible clients in certain institutional","page_number":143,"box":{"x":89,"y":169,"width":827,"height":12}},{"id":"17ea3414-15de-42c7-92f1-dca0fd802697","block_type":"box","text":"pooled funds in the U.S., UK, Canada, and Switzerland that use systematic active equity (SAE) strategies. 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All other trademarks are those of their respective owners.","page_number":144,"box":{"x":88,"y":180,"width":558,"height":12}},{"id":"169040bf-6dbb-44bc-9ca5-2cd7830a46fb","block_type":"box","text":"A-33","page_number":144,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"ce8eb289-b2f0-46e6-ba9b-7a253e76a5f9","block_type":"box","text":"BlackRock Investment Stewardship","page_number":145,"box":{"x":227,"y":44,"width":604,"height":30}},{"id":"0dcb2c57-7907-4b88-b085-d2bdc526432f","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":145,"box":{"x":89,"y":88,"width":382,"height":12}},{"id":"a0b52686-70b9-4e3d-a2de-fcab6805e2cb","block_type":"box","text":"Effective as of January 2026","page_number":145,"box":{"x":106,"y":114,"width":198,"height":13}},{"id":"8916f818-4ce0-4078-b35a-096efa68858a","block_type":"box","text":"Introduction to BlackRock Investment 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-35","page_number":145,"box":{"x":576,"y":214,"width":311,"height":10}},{"id":"1045cb17-8fe6-4297-8d52-7246b13f20de","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":145,"box":{"x":169,"y":233,"width":603,"height":12}},{"id":"9f14846d-5123-43a7-933d-efaf7f7700a2","block_type":"box","text":". . . . . . . . . . . .A-35","page_number":145,"box":{"x":778,"y":233,"width":109,"height":10}},{"id":"848a94a4-dad1-4fe4-b3e8-3f73208f4d10","block_type":"box","text":"The Guidelines’ design principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":145,"box":{"x":168,"y":252,"width":719,"height":12}},{"id":"60aec066-fd0f-4246-89ae-b2baba271fd6","block_type":"box","text":"Voting approach under the 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-41","page_number":145,"box":{"x":250,"y":309,"width":635,"height":9}},{"id":"4ebcbf62-0cfb-42db-b9d8-7ce136e39ab0","block_type":"box","text":"Appendix 2","page_number":145,"box":{"x":168,"y":327,"width":80,"height":13}},{"id":"a66ff7e8-19f3-4039-bb54-5f5263d8b5c0","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-42","page_number":145,"box":{"x":250,"y":328,"width":637,"height":9}},{"id":"08c63e80-2b91-49e8-a4a8-805c7988da58","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":145,"box":{"x":89,"y":360,"width":365,"height":12}},{"id":"780e4d88-fcab-4af2-8024-068e8addfc4d","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they 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BlackRock offers a range of proxy voting","page_number":145,"box":{"x":88,"y":402,"width":842,"height":12}},{"id":"6c03f125-fe1f-4d2e-b35d-c0fa200ce0ac","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":145,"box":{"x":89,"y":417,"width":458,"height":12}},{"id":"76d62f5c-6ab3-4cc8-87d0-4e6ad7ce2dbe","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":145,"box":{"x":89,"y":443,"width":876,"height":13}},{"id":"934a9e8b-90ae-44c4-9b78-25a77ca3ce38","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":145,"box":{"x":89,"y":458,"width":818,"height":13}},{"id":"97e3aedb-9936-46fb-8f35-9a2827921866","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":145,"box":{"x":89,"y":473,"width":314,"height":13}},{"id":"dd18f9be-a582-40ae-8eda-8f0842e8da2a","block_type":"box","text":"1.","page_number":145,"box":{"x":90,"y":494,"width":10,"height":9}},{"id":"2051132c-efd6-4a08-aa94-b80f213502f5","block_type":"box","text":"Engaging with the boards and management of companies","page_number":145,"box":{"x":128,"y":494,"width":418,"height":12}},{"id":"6d852b93-6a50-4e40-9a32-b40224e8a681","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":145,"box":{"x":552,"y":494,"width":405,"height":12}},{"id":"8c534811-a1bf-4dfa-b765-9caf8201be81","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":145,"box":{"x":128,"y":509,"width":833,"height":12}},{"id":"aee1b1d1-79f5-4134-bf7e-bccb3ae7ee19","block_type":"box","text":"and to help inform our voting on behalf of 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It reflects a view that a smooth transition — where companies adapt","page_number":147,"box":{"x":122,"y":278,"width":805,"height":13}},{"id":"33475d11-6e04-4222-a071-951c22fb9a64","block_type":"box","text":"while continuing to deliver financial returns — is a better long-term investment outcome and less disruptive to other key","page_number":147,"box":{"x":121,"y":293,"width":844,"height":13}},{"id":"c553b91e-2fe3-43ce-b619-86fbb41dbb64","block_type":"box","text":"stakeholders than a disorderly transition. Further, the Guidelines consider the differences between the actions and","page_number":147,"box":{"x":121,"y":308,"width":796,"height":13}},{"id":"de0ac582-56cc-4dfa-a258-7cf1f121f29a","block_type":"box","text":"outcomes over which company management has influence, and those it does not.","page_number":147,"box":{"x":121,"y":324,"width":575,"height":12}},{"id":"286931cb-175c-4766-ad4b-4e141cd83759","block_type":"box","text":"•","page_number":147,"box":{"x":89,"y":347,"width":4,"height":3}},{"id":"a0080495-5058-44f9-95d6-e062e299ca55","block_type":"box","text":"Focus on useful, contextualized disclosures that help inform investors views, while recognizing data limitations:","page_number":147,"box":{"x":122,"y":344,"width":803,"height":12}},{"id":"e6fe00ee-b696-43d7-b050-420d6f0945d0","block_type":"box","text":"Under the Guidelines, the dedicated team looks for disclosures that outline key milestones and dependencies","page_number":147,"box":{"x":122,"y":359,"width":762,"height":12}},{"id":"80c4530f-a8da-4e26-a18a-85c1a60614e0","block_type":"box","text":"underpinning the company’s low-carbon transition strategy, explain the trade-offs required to adapt the business model,","page_number":147,"box":{"x":122,"y":374,"width":843,"height":12}},{"id":"ec77d5e0-5be0-4048-b7ea-8571781650c3","block_type":"box","text":"and include relevant data and narrative.","page_number":147,"box":{"x":121,"y":389,"width":276,"height":10}},{"id":"33edccc5-5b41-47fb-86f3-40dc1be5b84c","block_type":"box","text":"•","page_number":147,"box":{"x":89,"y":413,"width":4,"height":3}},{"id":"cc9ad7dd-896d-48ea-89a9-4a69af1b4909","block_type":"box","text":"Consistency with the participating clients’ position as a minority investor:","page_number":147,"box":{"x":121,"y":409,"width":530,"height":13}},{"id":"f6064b57-b6d1-400a-8b49-c0e6b198339f","block_type":"box","text":"The boards and executive leadership of","page_number":147,"box":{"x":656,"y":409,"width":275,"height":13}},{"id":"0f3ee27d-6734-4069-acfa-6a09f1d887f7","block_type":"box","text":"companies determine a company’s strategy and its implementation. Under the Guidelines, the dedicated team makes","page_number":147,"box":{"x":121,"y":424,"width":821,"height":13}},{"id":"d5d4d26b-767b-47e2-aee6-537ce01b4e59","block_type":"box","text":"decisions on how to engage companies and vote proxies independently, based on its professional judgment of the","page_number":147,"box":{"x":121,"y":439,"width":798,"height":13}},{"id":"20fa110b-0e22-4cd4-be14-72718333d4d6","block_type":"box","text":"priorities and outcomes most aligned with participating clients’ investment objectives.","page_number":147,"box":{"x":121,"y":455,"width":602,"height":12}},{"id":"1085dd22-1adc-485e-82ee-7cef7b2158a0","block_type":"box","text":"Voting approach under the Guidelines","page_number":147,"box":{"x":88,"y":481,"width":275,"height":12}},{"id":"32071082-e4d6-41ad-9cc5-7c9a4faba192","block_type":"box","text":"(12)","page_number":147,"box":{"x":364,"y":479,"width":22,"height":8}},{"id":"c6f3596e-7329-419c-9927-c77cbe9ef5f3","block_type":"box","text":"When evaluating each voting item across management or shareholder proposals, the dedicated team applies a case-by-case","page_number":147,"box":{"x":88,"y":508,"width":872,"height":12}},{"id":"93a1a863-83bd-42a0-a3f9-c32e0ed63839","block_type":"box","text":"approach that reflects the uneven pace of the low-carbon transition across sectors and markets, and acknowledges the","page_number":147,"box":{"x":89,"y":523,"width":835,"height":12}},{"id":"bcc0166b-ec6c-4692-84ef-228991a7eb85","block_type":"box","text":"distinction between what company management can influence and what lies beyond its control. As a result, voting decisions","page_number":147,"box":{"x":89,"y":538,"width":873,"height":12}},{"id":"7978f223-a60e-4d01-9ea7-79958c1a18f7","block_type":"box","text":"— on behalf of in-scope funds and SMAs — on similar proposals included on different companies’ shareholder meeting","page_number":147,"box":{"x":88,"y":553,"width":838,"height":12}},{"id":"dff0e2e3-3441-4d2b-a1bb-c83caf11e0c0","block_type":"box","text":"agendas may vary depending on company, sector, or market-specific circumstances.","page_number":147,"box":{"x":89,"y":568,"width":590,"height":12}},{"id":"1e5b01ea-6d5c-44a1-a435-957421204c23","block_type":"box","text":"Consistent with the investment objective of each fund or account that has selected these Guidelines, the dedicated team will","page_number":147,"box":{"x":89,"y":594,"width":871,"height":13}},{"id":"d7f894fd-2004-4b4d-af57-f96b27d2d01a","block_type":"box","text":"look to the companies to demonstrate the following:","page_number":147,"box":{"x":89,"y":610,"width":367,"height":12}},{"id":"3eb14da6-2c78-46e7-878b-14a59734beaa","block_type":"box","text":"Corporate Disclosures","page_number":147,"box":{"x":105,"y":636,"width":160,"height":12}},{"id":"9c3e1554-f7e9-43ab-b7a5-9b7b042c0642","block_type":"box","text":"(13)","page_number":147,"box":{"x":266,"y":634,"width":21,"height":8}},{"id":"60cb017c-cab3-4e5d-bcbf-58dc4aa340e2","block_type":"box","text":"In the context of these Guidelines, the dedicated team looks for companies to provide sufficient disclosure to assess whether","page_number":147,"box":{"x":89,"y":662,"width":873,"height":13}},{"id":"a1fba5f0-63b3-499c-8948-a7e81ff53b9f","block_type":"box","text":"the company’s strategy is aligned with the low-carbon transition. As a general point, the team looks to companies that are","page_number":147,"box":{"x":88,"y":678,"width":857,"height":12}},{"id":"44b60f05-a85c-48e8-956e-0a1580a97496","block_type":"box","text":"important to the transition to a low-carbon economy to explain the strategy and governance frameworks that they have","page_number":147,"box":{"x":89,"y":693,"width":840,"height":12}},{"id":"8cf13365-005e-468b-9087-912bab09055e","block_type":"box","text":"determined most appropriate, which may include:","page_number":147,"box":{"x":89,"y":708,"width":349,"height":12}},{"id":"71070bf1-6f52-4de5-84eb-0db45b91be3b","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit average global temperature","page_number":147,"box":{"x":89,"y":728,"width":866,"height":12}},{"id":"781c3361-606c-48c6-8300-4e64cc43f908","block_type":"box","text":"(11) Aladdin","page_number":147,"box":{"x":89,"y":775,"width":74,"height":10}},{"id":"de668777-d0b7-4603-b463-3d32b0a44f6e","block_type":"box","text":"®","page_number":147,"box":{"x":164,"y":772,"width":6,"height":4}},{"id":"bf867442-1196-47a6-8f09-703bb46bb50b","block_type":"box","text":"Climate is a suite of climate analytics including forward-looking scenario analysis and net zero alignment analytics. Aladdin","page_number":147,"box":{"x":174,"y":775,"width":688,"height":10}},{"id":"609153eb-aaa0-4d65-aaf2-0edf1271a2ce","block_type":"box","text":"®","page_number":147,"box":{"x":863,"y":772,"width":6,"height":4}},{"id":"5531d1eb-1d02-40da-864b-1e467926ff9c","block_type":"box","text":"is a proprietary","page_number":147,"box":{"x":873,"y":776,"width":83,"height":9}},{"id":"ab915490-66aa-49ea-b3f1-e92d877c0509","block_type":"box","text":"investment and risk management platform.","page_number":147,"box":{"x":121,"y":788,"width":242,"height":10}},{"id":"eeaa2e2a-24bd-4dd0-b348-564dd89cc7a4","block_type":"box","text":"(12) These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide as to how the dedicated team w","page_number":147,"box":{"x":89,"y":803,"width":858,"height":10}},{"id":"54e1e459-8e45-4081-9784-455add2eb25c","block_type":"box","text":"ill","page_number":147,"box":{"x":948,"y":803,"width":7,"height":8}},{"id":"bd5c0a20-4e58-4de3-81c3-bc6f453b8393","block_type":"box","text":"engage and/or vote in every instance. The Guidelines are applied by the dedicated team with discretion, on a case-by-case basis, taking into consider","page_number":147,"box":{"x":121,"y":816,"width":836,"height":9}},{"id":"7f434516-c7e7-4e17-98fd-862895bf021f","block_type":"box","text":"ation the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings.","page_number":147,"box":{"x":121,"y":828,"width":656,"height":10}},{"id":"78ef3ebd-217c-4f2d-beec-00c5b466c53d","block_type":"box","text":"(13) Given data and measurement limitations, companies may need to provide estimated GHG emissions where reporting methodologies are nascent. In","page_number":147,"box":{"x":89,"y":843,"width":860,"height":10}},{"id":"26ba40a7-c077-4e65-b837-f7768095664a","block_type":"box","text":"addition, certain disclosures related to a company’s plans for adapting their business models through the low-carbon transition may require forwar","page_number":147,"box":{"x":121,"y":856,"width":824,"height":10}},{"id":"055fbf8f-6656-4359-b9bc-c13da383851d","block_type":"box","text":"d","page_number":147,"box":{"x":945,"y":856,"width":11,"height":8}},{"id":"bf69dd3d-f701-48fd-9489-79064e1636fc","block_type":"box","text":"looking statements.","page_number":147,"box":{"x":121,"y":868,"width":110,"height":10}},{"id":"f233e628-2b5e-4c04-bd2d-a755f781eb10","block_type":"box","text":"A-36","page_number":147,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"ca7a0ddf-8cad-4fb7-9bc4-c03e353438dc","block_type":"box","text":"rise to 1.5°C above pre-industrial levels. This would typically include a long-term strategy to achieve net-zero GHG","page_number":148,"box":{"x":128,"y":44,"width":797,"height":12}},{"id":"520dd9ac-87d9-4bb4-b61a-392d048ec096","block_type":"box","text":"emissions by 2050, with appropriate near- and medium-term milestones to assess their progress.","page_number":148,"box":{"x":128,"y":59,"width":681,"height":12}},{"id":"0b132190-0cac-4bfc-a588-4096b317fa53","block_type":"box","text":"(2) low-carbon transition-related reporting. Standardized disclosure of sustainability-related data supports investors in","page_number":148,"box":{"x":89,"y":79,"width":842,"height":13}},{"id":"a6892db1-ba80-4a9a-850c-bd0b4a4d85a6","block_type":"box","text":"making informed decisions. The International Sustainability Standards Board (ISSB) standards, IFRS S1 and S2,","page_number":148,"box":{"x":128,"y":94,"width":773,"height":13}},{"id":"18c3c08f-bdf0-4c88-b6f7-966f392d6bfc","block_type":"box","text":"represent one such approach to standardization that the dedicated team finds useful in its analysis.","page_number":148,"box":{"x":128,"y":109,"width":693,"height":13}},{"id":"e93aa690-d2c1-4fa5-b88f-17bb437ba3f0","block_type":"box","text":"(14), (15)","page_number":148,"box":{"x":823,"y":107,"width":49,"height":8}},{"id":"589c6ef0-606b-4f01-b4a6-9b6b5491145a","block_type":"box","text":"IFRS S1","page_number":148,"box":{"x":878,"y":110,"width":48,"height":9}},{"id":"19ea2b74-7d35-4643-98fb-1d96f25b7028","block_type":"box","text":"addresses the general requirements of sustainability reporting and IFRS S2 sets out the disclosures that provide","page_number":148,"box":{"x":128,"y":125,"width":778,"height":12}},{"id":"736abc85-9c07-482c-813d-187a2a9bed25","block_type":"box","text":"investors with decision-useful information about a company’s most significant climate- and low-carbon transition","page_number":148,"box":{"x":128,"y":140,"width":804,"height":12}},{"id":"c7052982-5c23-45a0-99ba-6a17ffbdf9c9","block_type":"box","text":"related risks and opportunities. This includes receiving independent, third-party assurances, as audit and assurance","page_number":148,"box":{"x":128,"y":155,"width":807,"height":12}},{"id":"742e2165-d68e-4827-8ff0-577ae345f294","block_type":"box","text":"standards are developed.","page_number":148,"box":{"x":128,"y":170,"width":174,"height":12}},{"id":"efe7d9c4-6fad-40bf-b6ec-4512492865df","block_type":"box","text":"(3) scope 1 and scope 2, and most significant scope 3 GHG emissions.","page_number":148,"box":{"x":89,"y":190,"width":507,"height":12}},{"id":"67e59ba3-e00a-45c9-929a-e4eea12f8061","block_type":"box","text":"(16), (17)","page_number":148,"box":{"x":598,"y":188,"width":48,"height":8}},{"id":"17d644d0-df57-4dda-a773-7948a228f021","block_type":"box","text":"In addition, the dedicated team looks to","page_number":148,"box":{"x":653,"y":190,"width":277,"height":11}},{"id":"2d7a125e-945a-470c-9141-f3282c74e16a","block_type":"box","text":"companies to disclose their emissions reduction targets for scope 1 and 2 emissions, science-based where possible.","page_number":148,"box":{"x":128,"y":205,"width":810,"height":12}},{"id":"2efc643a-c549-476f-9fbd-6c0a7eebf4bb","block_type":"box","text":"The team welcomes disclosure of targets or indicative goals, where companies have set them, for scope 3 emissions","page_number":148,"box":{"x":127,"y":220,"width":814,"height":13}},{"id":"9f0c0fbb-dd3d-4d18-a4d8-ce81d4f6d6e0","block_type":"box","text":"reductions. Scope 3 information, including how a company is working with its value chain to accelerate reductions in","page_number":148,"box":{"x":128,"y":235,"width":818,"height":13}},{"id":"64dddcd4-d773-4c08-8939-85381c214299","block_type":"box","text":"GHG intensity, provides useful insight to investors focused on investing in the low-carbon transition and understanding","page_number":148,"box":{"x":128,"y":250,"width":833,"height":13}},{"id":"89e7ef8e-c26c-4d84-995c-4a0e51179a14","block_type":"box","text":"the impact of their investments on their decarbonization goals.","page_number":148,"box":{"x":127,"y":266,"width":439,"height":12}},{"id":"3b02dffd-01b5-4024-804e-1bded2b6f55b","block_type":"box","text":"(18)","page_number":148,"box":{"x":568,"y":264,"width":20,"height":8}},{"id":"2d03e234-a632-419b-98d3-3a57ad43f699","block_type":"box","text":"However, the team recognizes that companies have","page_number":148,"box":{"x":594,"y":266,"width":359,"height":12}},{"id":"28dd9a97-41b3-442a-8e9a-2e8e9616b7c1","block_type":"box","text":"varying ability to influence the emissions across the different parts of their value chain and, therefore, it is helpful when","page_number":148,"box":{"x":127,"y":281,"width":831,"height":12}},{"id":"d98e3751-858b-4db3-b962-10f4da191cdd","block_type":"box","text":"disclosures explain the implications for the achievement of their decarbonization targets. For some companies that play","page_number":148,"box":{"x":128,"y":296,"width":837,"height":12}},{"id":"bf512255-3dd6-4aed-a4e5-b21705528f6e","block_type":"box","text":"an important role in the low-carbon transition, scope 3 may represent their only significant source of GHG emissions in","page_number":148,"box":{"x":128,"y":311,"width":833,"height":12}},{"id":"98f6b786-8bcc-48d7-93d5-17a4ddb4c505","block_type":"box","text":"the value chain. While we do not believe companies should be required to enforce emissions reduction targets outside","page_number":148,"box":{"x":127,"y":326,"width":827,"height":12}},{"id":"9e8f6853-4c31-4a15-9046-e828395bad3c","block_type":"box","text":"of their control, where relevant, we look for disclosures on how the company approaches the low-carbon transition in","page_number":148,"box":{"x":128,"y":341,"width":821,"height":13}},{"id":"0fc1a22e-666b-452d-8806-f654aa3b3092","block_type":"box","text":"these cases. This may include plans and targets to grow businesses that contribute to real world decarbonization,","page_number":148,"box":{"x":127,"y":356,"width":795,"height":13}},{"id":"4f0a83f8-7aee-4c64-891d-6515094c1b8f","block_type":"box","text":"forward-looking capital or procurement allocation plans to net-zero aligned activities or suppliers, and strategies to","page_number":148,"box":{"x":127,"y":371,"width":806,"height":13}},{"id":"ca87372f-d526-434e-aa65-2b941def9211","block_type":"box","text":"mitigate material transition risks.","page_number":148,"box":{"x":128,"y":387,"width":229,"height":12}},{"id":"708344bf-3a85-4a43-a8ed-4cfd5ddcc18e","block_type":"box","text":"(4) where relevant, disclosures that describe the company’s exposure to climate-related physical risks—such as acute risks","page_number":148,"box":{"x":89,"y":413,"width":873,"height":12}},{"id":"51d33414-3f48-4a67-98d3-93070168d9c3","block_type":"box","text":"from extreme weather events or chronic risks from long-term shifts in climate patterns—and how these risks could","page_number":148,"box":{"x":127,"y":428,"width":807,"height":12}},{"id":"97e6b0d7-1945-407c-b769-debbfec48f34","block_type":"box","text":"reasonably be expected to affect the company’s operations, assets, or supply chains.","page_number":148,"box":{"x":128,"y":443,"width":590,"height":13}},{"id":"665a98be-8e85-4d75-9d9c-01eb34070fe7","block_type":"box","text":"Transition plans","page_number":148,"box":{"x":104,"y":470,"width":116,"height":12}},{"id":"8c27983e-484e-4f75-b406-37b93ba73cd7","block_type":"box","text":"Some companies have published transition plans outlining how they intend to implement their low-carbon transition","page_number":148,"box":{"x":88,"y":496,"width":818,"height":13}},{"id":"7eea3c39-df71-4774-9e3f-30db49b9ff8e","block_type":"box","text":"strategies. As defined by the ISSB, a transition plan “lays out the entity’s targets, actions or resources for its transition","page_number":148,"box":{"x":89,"y":511,"width":818,"height":13}},{"id":"af2ff0f2-8c30-4f6e-b950-9ab0edadb240","block_type":"box","text":"towards a lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see Appendix 1).","page_number":148,"box":{"x":88,"y":526,"width":831,"height":13}},{"id":"e611bff0-bc35-4d24-9ede-ca8c9986c6af","block_type":"box","text":"(19)","page_number":148,"box":{"x":920,"y":524,"width":21,"height":8}},{"id":"7a23314c-5152-4b0b-a39b-e3583c68eb4c","block_type":"box","text":"(14) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. The standards bui","page_number":148,"box":{"x":89,"y":591,"width":831,"height":10}},{"id":"01bbed31-9ccd-4d2a-b523-5c5dd2a65577","block_type":"box","text":"ld on","page_number":148,"box":{"x":922,"y":591,"width":26,"height":8}},{"id":"8b60dde4-9158-42b7-b8b9-5c997e858a4f","block_type":"box","text":"the Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the Sustainability Accounting","page_number":148,"box":{"x":121,"y":604,"width":838,"height":10}},{"id":"3a547b3d-282c-4994-baff-137c11315c5c","block_type":"box","text":"Standards Board (SASB), which have both converged under the ISSB. Please refer to the IFRS website to learn more about the framework and stan","page_number":148,"box":{"x":121,"y":617,"width":821,"height":9}},{"id":"31bf41c6-dfbe-4f52-9f29-84ba435108f6","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":148,"box":{"x":121,"y":629,"width":795,"height":10}},{"id":"5bec361e-8a01-499c-9ed7-7fa04733df84","block_type":"box","text":"accessed in December 2025.","page_number":148,"box":{"x":121,"y":642,"width":159,"height":7}},{"id":"c54ed34e-28b2-4331-8778-76a1807dea09","block_type":"box","text":"(15) A number of jurisdictions are consulting on adopting the standards issued to date or have already committed to doing so. BIS does not mandate any","page_number":148,"box":{"x":89,"y":657,"width":864,"height":10}},{"id":"1873d3f9-2ef4-4d65-a0bf-45006b0a1bc8","block_type":"box","text":"specific disclosure framework companies should use, and recognize that some companies may report using different standards, some of which may be","page_number":148,"box":{"x":121,"y":669,"width":846,"height":10}},{"id":"1427c830-1d05-489f-9e89-d6f673d7ec62","block_type":"box","text":"required by regulation. In such cases, we ask that companies highlight the metrics that are industry- or company-specific. We also recognize that com","page_number":148,"box":{"x":121,"y":682,"width":839,"height":10}},{"id":"25a3d28d-4fdd-44bd-889d-66a5bea3aa99","block_type":"box","text":"panies may be phasing in reporting over several years. We do not prescribe timelines regarding when companies should make sustainability-related","page_number":148,"box":{"x":121,"y":695,"width":825,"height":9}},{"id":"64ad53e6-0b33-47cd-bc8a-1a606e931bc8","block_type":"box","text":"disclosures but appreciate it when companies produce them sufficiently in advance of their shareholder meeting, to the best of their abilities, to pr","page_number":148,"box":{"x":121,"y":707,"width":819,"height":10}},{"id":"33840e17-4f66-4ffb-9177-5062470574a0","block_type":"box","text":"o","page_number":148,"box":{"x":941,"y":710,"width":10,"height":5}},{"id":"1fdc545d-3ffe-4d91-ae14-f71fec250af1","block_type":"box","text":"vide investors with time to assess the data and make informed voting decisions.","page_number":148,"box":{"x":121,"y":720,"width":447,"height":10}},{"id":"1990c536-4978-4d08-a9b7-527c2ea9d8fe","block_type":"box","text":"(16) FTSE Russell address the materiality of different categories of scope 3 GHG emissions by sector in a January 2024 paper: FTSE Russel, “Scope for","page_number":148,"box":{"x":89,"y":735,"width":839,"height":10}},{"id":"a3afd415-345f-40fc-b25b-0a77d3ff7d4d","block_type":"box","text":"improvement: Solving the Scope 3 conundrum,” January 2024, accessed in December 2025.","page_number":148,"box":{"x":121,"y":748,"width":512,"height":9}},{"id":"d300d256-3a9a-47da-9ff9-37c7f894bc29","block_type":"box","text":"(17) Under this policy, the dedicated team looks for GHG emissions disclosures to be aligned with the Greenhouse Gas Protocol (GHG Protocol). The Prot","page_number":148,"box":{"x":89,"y":763,"width":864,"height":10}},{"id":"47337117-faa1-4117-9102-92454bf15cdf","block_type":"box","text":"o","page_number":148,"box":{"x":954,"y":765,"width":11,"height":5}},{"id":"cdd0160d-51e5-44db-ab2f-54cec850a348","block_type":"box","text":"col Standards and Guidance are currently being updated to ensure they continue to provide “a rigorous and credible accounting foundation for busi","page_number":148,"box":{"x":121,"y":775,"width":832,"height":10}},{"id":"ec7bb3d3-0002-478a-b11a-dc40522003ee","block_type":"box","text":"nesses to measure, plan and track progress toward science-based and net-zero targets in line with the global 1.5°C goal.” Websites accessed in","page_number":148,"box":{"x":121,"y":788,"width":800,"height":10}},{"id":"5ccdedfa-1aba-4c1a-9106-b1e08328e355","block_type":"box","text":"December 2025.","page_number":148,"box":{"x":122,"y":800,"width":90,"height":8}},{"id":"270c76fc-0757-4180-b23f-769cb62c4801","block_type":"box","text":"(18) The dedicated team does not believe the purpose of scope 3 disclosure requirements should be to push publicly traded companies into the role of","page_number":148,"box":{"x":89,"y":816,"width":851,"height":9}},{"id":"8f43253e-18db-42e2-8335-268102e031f4","block_type":"box","text":"enforcing emission reduction targets outside of their control. Given methodological complexity for scope 3 emissions and the lack of direct control","page_number":148,"box":{"x":121,"y":828,"width":821,"height":10}},{"id":"b3705c0f-da1d-47d6-bbc3-6a3addecb529","block_type":"box","text":"by","page_number":148,"box":{"x":948,"y":828,"width":12,"height":10}},{"id":"e9440ab2-1b88-4907-814e-27d055182c79","block_type":"box","text":"companies over the requisite data, we find it most useful when companies focus their disclosures on those of the fifteen scope 3 GHG Protocol catego","page_number":148,"box":{"x":121,"y":841,"width":846,"height":10}},{"id":"1bc662fd-f2ac-43a9-b779-a365b72eebaf","block_type":"box","text":"ries that are material to their business models.","page_number":148,"box":{"x":121,"y":853,"width":258,"height":8}},{"id":"0b7868e5-91c9-4c76-8377-cada4fba0ef7","block_type":"box","text":"(19) International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023, accessed in December 2025.","page_number":148,"box":{"x":89,"y":868,"width":723,"height":10}},{"id":"351de1bd-e06a-4c69-8440-b429f6ffdf15","block_type":"box","text":"A-37","page_number":148,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"451968b0-b092-4976-bf32-351ec1d871d6","block_type":"box","text":"Work is also underway in a number of jurisdictions on establishing a common approach in a market to corporate transition","page_number":149,"box":{"x":88,"y":44,"width":860,"height":12}},{"id":"0ed02ac5-26c2-41af-9b56-70756b71742d","block_type":"box","text":"plans.","page_number":149,"box":{"x":89,"y":59,"width":40,"height":12}},{"id":"1baab289-bf4a-43eb-984c-49ffeaa8d9b3","block_type":"box","text":"(20)","page_number":149,"box":{"x":130,"y":57,"width":21,"height":8}},{"id":"c73d3ddb-0a22-407c-b210-f5259a8c3e1c","block_type":"box","text":"Recent guidance from the ISSB on disclosures about transition plans highlights the convergence of reporting","page_number":149,"box":{"x":157,"y":59,"width":758,"height":12}},{"id":"035b37f9-d057-4933-93fa-684400a71258","block_type":"box","text":"approaches.","page_number":149,"box":{"x":89,"y":74,"width":84,"height":12}},{"id":"793f55a3-51e2-4694-ba55-c8f41eb46bc7","block_type":"box","text":"While the preparation of a transition plan, or lack thereof, is not, in itself, a voting issue, these disclosures typically provide","page_number":149,"box":{"x":88,"y":101,"width":851,"height":12}},{"id":"f7ef3c5a-1871-44c0-9a2d-53613a5257c8","block_type":"box","text":"valuable insights that inform the dedicated team’s approach to engaging and voting on matters related to climate and","page_number":149,"box":{"x":88,"y":116,"width":827,"height":12}},{"id":"c7bc5b33-d16d-4769-b17c-72b7694ff9b5","block_type":"box","text":"transition risks on behalf of in-scope funds and accounts.","page_number":149,"box":{"x":88,"y":131,"width":402,"height":12}},{"id":"eeb78f41-007d-45cb-9941-c8e54716753b","block_type":"box","text":"Boards and directors","page_number":149,"box":{"x":106,"y":157,"width":148,"height":10}},{"id":"1fb6176e-d939-49f9-a4c7-ea12f9e68993","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":149,"box":{"x":88,"y":184,"width":847,"height":12}},{"id":"dc43a22e-c9c4-43f3-bfcd-6f9a34d7438d","block_type":"box","text":"management and strategic initiatives is critical to the company’s ability to deliver on its low-carbon transition strategy. In","page_number":149,"box":{"x":89,"y":199,"width":844,"height":12}},{"id":"d2d172a2-6c6c-4252-b287-83cd27e7c721","block_type":"box","text":"assessing the role and effectiveness of the board in this regard, the dedicated team seeks to understand whether:","page_number":149,"box":{"x":89,"y":214,"width":791,"height":12}},{"id":"b211f1f8-aad3-49c4-a56f-7e8d689eebb7","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":149,"box":{"x":89,"y":234,"width":877,"height":12}},{"id":"a7646542-1db0-4003-b1d2-92906e469137","block_type":"box","text":"company’s business model. The Guidelines consider the whole board to have responsibility for oversight of the","page_number":149,"box":{"x":121,"y":249,"width":774,"height":13}},{"id":"171c90dc-0a80-48a4-b017-01bc3552cd63","block_type":"box","text":"company’s long-term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":149,"box":{"x":121,"y":264,"width":740,"height":13}},{"id":"7c281b58-f105-4552-aef4-b9dc12ebf026","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":149,"box":{"x":89,"y":285,"width":779,"height":12}},{"id":"feca8f78-c29b-436d-906c-4f0491b8ca0e","block_type":"box","text":"accountability for delivery by senior executives.","page_number":149,"box":{"x":121,"y":300,"width":329,"height":12}},{"id":"dbddc7c8-2be3-4ebf-8dcf-a475965c57a7","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":149,"box":{"x":89,"y":320,"width":867,"height":12}},{"id":"c6054e63-48e4-43a8-821b-16355d45613f","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the company’s stated low-carbon","page_number":149,"box":{"x":122,"y":335,"width":798,"height":12}},{"id":"b5702c3f-f1ad-4b4b-b4c7-a4f79838cc3f","block_type":"box","text":"transition strategy.","page_number":149,"box":{"x":121,"y":351,"width":129,"height":11}},{"id":"fb343fb8-0212-4e04-aa3b-c852d4c79e48","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":149,"box":{"x":89,"y":370,"width":828,"height":13}},{"id":"4aa64e68-5f13-4216-810f-abe862e13834","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":149,"box":{"x":121,"y":385,"width":454,"height":13}},{"id":"f6e6afc1-1f8c-4e11-9b1b-cf347b137747","block_type":"box","text":"• The company has set scope 1 and 2 GHG emissions reduction targets, science-based and independently verified where","page_number":149,"box":{"x":89,"y":405,"width":866,"height":13}},{"id":"98b069ee-a6a9-4623-a9bb-1afdf4fd8671","block_type":"box","text":"possible, against a baseline, that are consistent with the ambition to limit average global temperature rise to no more","page_number":149,"box":{"x":121,"y":421,"width":818,"height":12}},{"id":"f47b09a9-59d9-4ad6-a5bc-aa7137ac6ae5","block_type":"box","text":"than 1.5°C above pre-industrial levels.","page_number":149,"box":{"x":121,"y":436,"width":264,"height":12}},{"id":"a34581b0-00dc-4a91-bfed-410ccfe683d9","block_type":"box","text":"• There is a clear link between the company’s scope 1 and 2 GHG emissions reduction targets over time and its long-term","page_number":149,"box":{"x":89,"y":456,"width":871,"height":12}},{"id":"3be7bfc5-ad0a-4254-8b8c-d7b96807d8df","block_type":"box","text":"low-carbon transition strategy.","page_number":149,"box":{"x":122,"y":471,"width":213,"height":12}},{"id":"ab5acd2c-d8af-4552-86ea-153088adf8cc","block_type":"box","text":"• The company is monitoring its most significant scope 3 emissions and disclosing these where it is confident in the data.","page_number":149,"box":{"x":89,"y":491,"width":872,"height":12}},{"id":"242a0c63-9f9d-4d96-846e-923bb3973d23","block_type":"box","text":"Given forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":149,"box":{"x":121,"y":506,"width":827,"height":13}},{"id":"60141ccf-f0bb-497f-9cb9-ff2f48238ee0","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":149,"box":{"x":121,"y":521,"width":778,"height":13}},{"id":"37741b5f-33ab-4e48-94a2-89d872c7087d","block_type":"box","text":"constituents in their value chain.","page_number":149,"box":{"x":121,"y":536,"width":227,"height":10}},{"id":"1fe18f59-088b-4d28-a059-8d2493532899","block_type":"box","text":"(21)","page_number":149,"box":{"x":350,"y":534,"width":20,"height":9}},{"id":"b8a02fe8-5283-45bc-8e98-21dc888d068e","block_type":"box","text":"• The company’s governance and oversight processes for managing material risks associated with corporate political","page_number":149,"box":{"x":89,"y":557,"width":839,"height":12}},{"id":"f46584b4-aa05-49e2-9ee3-6310672b5f9d","block_type":"box","text":"activities including applicable policies and procedures where relevant.","page_number":149,"box":{"x":121,"y":572,"width":487,"height":12}},{"id":"aed59d57-cd86-4949-881b-15b70d5a608a","block_type":"box","text":"(22)","page_number":149,"box":{"x":610,"y":570,"width":20,"height":8}},{"id":"f85c0da2-cecf-4f3c-837f-807045152459","block_type":"box","text":"The dedicated team looks for public policy","page_number":149,"box":{"x":635,"y":572,"width":298,"height":12}},{"id":"d392dc18-7c22-4fe5-b8a7-5f0b5b8b83fb","block_type":"box","text":"engagement to be consistent with a company’s stated strategic policy objectives, including those related to the low","page_number":149,"box":{"x":121,"y":587,"width":814,"height":12}},{"id":"59302865-b158-492c-8604-3102fc0c576e","block_type":"box","text":"carbon transition.","page_number":149,"box":{"x":121,"y":602,"width":123,"height":10}},{"id":"2030b5dc-73cc-454d-a572-411daa55830e","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":149,"box":{"x":104,"y":628,"width":413,"height":13}},{"id":"54aacf75-defb-4aa1-8ff2-df5af02ff57b","block_type":"box","text":"In implementing these Guidelines, the dedicated team generally supports non-executive directors standing for election","page_number":149,"box":{"x":89,"y":655,"width":830,"height":12}},{"id":"4653801e-b048-4c31-9fdb-02ae3247ba83","block_type":"box","text":"where, in its assessment based on company disclosures and engagement, a company is executing on its commitment to","page_number":149,"box":{"x":88,"y":670,"width":844,"height":12}},{"id":"0c1061f9-5e7c-4c77-97f7-cc214e46c95a","block_type":"box","text":"align with the transition to a low-carbon economy, as defined above. Where the dedicated team determines this is not the","page_number":149,"box":{"x":89,"y":685,"width":852,"height":12}},{"id":"bb8fb3f6-548b-4649-866b-66aa0f5a90fc","block_type":"box","text":"(20) More companies are developing such plans, and public policymakers in certain markets are signaling their intentions to require them or already h","page_number":149,"box":{"x":89,"y":725,"width":845,"height":10}},{"id":"455773de-7129-4e4c-a53e-4b7bfea082c2","block_type":"box","text":"ave","page_number":149,"box":{"x":935,"y":727,"width":18,"height":6}},{"id":"976c98f5-13fd-427d-bbdc-bc012aff6cf6","block_type":"box","text":"requirements in place, such as Australia, Brazil, and the European Union (please see the International Transition Plan Network for information).","page_number":149,"box":{"x":121,"y":737,"width":798,"height":10}},{"id":"1f2c6f3d-5f56-4523-8d9a-e15361996244","block_type":"box","text":"BlackRock views transition plans as a method for a company to both internally assess and externally communicate its long-term strategy, ambition,","page_number":149,"box":{"x":122,"y":750,"width":825,"height":10}},{"id":"ae5dece1-7bd2-480f-87cb-90848f5edba1","block_type":"box","text":"objectives, and actions to create financial value through the global transition towards a low-carbon economy. Across the landscape there remains","page_number":149,"box":{"x":121,"y":763,"width":815,"height":10}},{"id":"5d5a3d84-2ceb-4d46-a273-647668904e84","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. Website accessed in December 2025.","page_number":149,"box":{"x":121,"y":775,"width":652,"height":10}},{"id":"54581705-6636-4c72-9f41-0376b1b88424","block_type":"box","text":"(21) FTSE Russell address the materiality of different categories of scope 3 GHG emissions by sector in a January 2024 paper “Scope for improvement: So","page_number":149,"box":{"x":89,"y":790,"width":861,"height":10}},{"id":"6c8f69e8-6362-4a93-90d0-ee60bd710583","block_type":"box","text":"lv","page_number":149,"box":{"x":951,"y":790,"width":13,"height":8}},{"id":"e9d48625-76df-44e0-be71-41a03a8c7589","block_type":"box","text":"ing the Scope 3 conundrum.” Their research indicates that there are 2-3 material scope 3 GHG emissions categories by sector. The research uses a","page_number":149,"box":{"x":121,"y":803,"width":820,"height":10}},{"id":"76f1485f-3316-4efa-a096-bac9c5a1c265","block_type":"box","text":"definition of materiality from the GHG Protocol, which “encourages companies to maintain a representative inventory of the “most significant GHG","page_number":149,"box":{"x":121,"y":816,"width":823,"height":9}},{"id":"1adb1597-3dc7-4fc2-9fb0-56bdc85f45c1","block_type":"box","text":"emissions, [that] offer the most significant GHG reduction opportunities and are most relevant to the company’s business goals.” Website accessed i","page_number":149,"box":{"x":121,"y":828,"width":833,"height":10}},{"id":"72311c89-ed24-4947-8280-2ee392339fc5","block_type":"box","text":"n","page_number":149,"box":{"x":956,"y":831,"width":5,"height":5}},{"id":"1b4aa057-23e3-4ae9-8b48-150195f5ac80","block_type":"box","text":"December 2025.","page_number":149,"box":{"x":122,"y":841,"width":90,"height":8}},{"id":"e2eba5b1-a660-40ed-a9fd-ad2b1eff9613","block_type":"box","text":"(22) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":149,"box":{"x":89,"y":856,"width":813,"height":10}},{"id":"d0ff3006-4581-4f90-8378-9d75f6d61b6a","block_type":"box","text":"hips), and","page_number":149,"box":{"x":904,"y":856,"width":54,"height":10}},{"id":"d5b077c5-3aca-4f47-bc47-589c84f44420","block_type":"box","text":"corporate political contributions.","page_number":149,"box":{"x":121,"y":868,"width":182,"height":10}},{"id":"45d72aba-5f94-481b-a486-42f6ac720cbc","block_type":"box","text":"A-38","page_number":149,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"bb7e9b24-f159-40d5-aea0-e32965a8cc31","block_type":"box","text":"case, it may vote against the election of one or more directors who the team identifies as having the most responsibility for","page_number":150,"box":{"x":89,"y":44,"width":860,"height":12}},{"id":"e28d665f-b52a-4a12-b490-1090eedd398a","block_type":"box","text":"the issue. The directors most likely to be in focus are the chair of the board committee with low-carbon transition, climate or","page_number":150,"box":{"x":88,"y":59,"width":873,"height":12}},{"id":"5a3288c7-ff64-421a-8de7-aa704085cd28","block_type":"box","text":"sustainability risk oversight responsibilities, other members of the relevant committee, the lead independent director or the","page_number":150,"box":{"x":89,"y":74,"width":860,"height":12}},{"id":"48050ecd-12b6-42b8-acbd-f7b2a9f3e4fb","block_type":"box","text":"non-executive chair of the board. In certain markets, the team may withhold support for the discharge of the supervisory","page_number":150,"box":{"x":89,"y":89,"width":846,"height":13}},{"id":"4b6d049b-4580-4d44-bd59-3ece0448e4d3","block_type":"box","text":"board or equivalent and/or board reports.","page_number":150,"box":{"x":89,"y":104,"width":291,"height":13}},{"id":"1af5ce38-9174-4b43-a8fb-e6bd4cc44444","block_type":"box","text":"(23)","page_number":150,"box":{"x":382,"y":102,"width":21,"height":8}},{"id":"34245a21-88a0-43fd-9c02-878b94c099f5","block_type":"box","text":"Where the dedicated team has not supported director elections over climate concerns in a prior year, and the company has","page_number":150,"box":{"x":88,"y":131,"width":861,"height":12}},{"id":"92660878-8f74-40a1-922d-8ddb4278aa89","block_type":"box","text":"not subsequently made progress towards aligning with the transition to a low-carbon economy, the team may escalate by","page_number":150,"box":{"x":89,"y":146,"width":853,"height":12}},{"id":"5f48308a-f436-46f1-b655-279b515b6d2e","block_type":"box","text":"not supporting the re-election of additional responsible directors.","page_number":150,"box":{"x":89,"y":161,"width":456,"height":12}},{"id":"2bb3c815-a310-46fa-a927-4ee34df7fcc4","block_type":"box","text":"(24)","page_number":150,"box":{"x":546,"y":159,"width":21,"height":8}},{"id":"41a45736-b389-4fdd-837f-56c3ccdb7eef","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":150,"box":{"x":105,"y":188,"width":521,"height":12}},{"id":"3b16afde-a720-401e-b3eb-f66353cd5b1d","block_type":"box","text":"In certain markets, company management may submit proposals— commonly referred to as “Say on Climate” — seeking","page_number":150,"box":{"x":89,"y":214,"width":850,"height":12}},{"id":"a76c39e0-e8a0-4952-819c-ffd0d9394f39","block_type":"box","text":"shareholder approval of their climate action plans or progress reports. The Guidelines consider these proposals as a valuable","page_number":150,"box":{"x":89,"y":229,"width":869,"height":12}},{"id":"7caa17c9-a7f3-42fe-ba5c-8b2c31b3697a","block_type":"box","text":"governance mechanism that can enhance transparency, accountability, and investors’ understanding of a company’s climate","page_number":150,"box":{"x":89,"y":244,"width":872,"height":13}},{"id":"33bd8b9e-bcae-4425-8a48-8a3f436064bd","block_type":"box","text":"strategy. The dedicated team generally supports management’s climate strategy proposal if, in the team’s assessment based","page_number":150,"box":{"x":89,"y":259,"width":871,"height":13}},{"id":"5ef10f6f-b5ff-45bf-bf84-839748299442","block_type":"box","text":"on these Guidelines, the strategy is aligned with the low-carbon transition. Similarly, the dedicated team generally supports","page_number":150,"box":{"x":89,"y":274,"width":861,"height":13}},{"id":"5a8455b3-1389-4e6d-9395-8541bfe6ccfa","block_type":"box","text":"management’s proposal on a progress report if the company has clearly explained its progress against, and any deviations","page_number":150,"box":{"x":89,"y":290,"width":855,"height":12}},{"id":"e9bd225b-c072-4b24-b2b5-0040b1056d0a","block_type":"box","text":"from or changes to, its stated low-carbon transition plan and targets.","page_number":150,"box":{"x":88,"y":305,"width":483,"height":12}},{"id":"2a4ea504-b09b-4337-81c0-6308bea1d79a","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":150,"box":{"x":105,"y":331,"width":494,"height":12}},{"id":"b78f5795-ae59-45d0-8b98-ff8f70618711","block_type":"box","text":"In most markets, shareholders can submit proposals to be voted on at a company’s shareholder meeting, as long as certain","page_number":150,"box":{"x":89,"y":358,"width":862,"height":12}},{"id":"b7dc5487-e569-4088-83ab-044fdf3854a6","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics and have varying degrees of relevance for","page_number":150,"box":{"x":89,"y":373,"width":807,"height":12}},{"id":"32ab47a8-753f-4912-a0b5-54baa9dc86ac","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":150,"box":{"x":89,"y":388,"width":410,"height":12}},{"id":"d3cb4b71-d85b-4f8e-bf50-9458be477293","block_type":"box","text":"Each shareholder proposal is evaluated on a case-by-case basis, focusing on its merit while considering the company’s","page_number":150,"box":{"x":89,"y":414,"width":829,"height":13}},{"id":"5721350b-bdc3-4898-ac43-31747737dda9","block_type":"box","text":"individual circumstances. When the dedicated team votes in support of a proposal, it is not necessarily endorsing every","page_number":150,"box":{"x":89,"y":429,"width":834,"height":13}},{"id":"0205ac33-6306-4c3a-abd3-624dc4ce4b6c","block_type":"box","text":"element of the proposal or the reasoning, objectives, or supporting statement of the proponent.","page_number":150,"box":{"x":89,"y":445,"width":669,"height":12}},{"id":"3cb2df62-1a74-4489-abef-2fa97d35abd8","block_type":"box","text":"In addition to financial materiality, the Guidelines consider the proposal’s relevance to the company’s low-carbon transition","page_number":150,"box":{"x":89,"y":471,"width":861,"height":12}},{"id":"6c379018-e017-484a-bc12-b6a5522f4a17","block_type":"box","text":"strategy and targets. The dedicated team assesses the implications for, and the relevance to, the company’s stated low","page_number":150,"box":{"x":89,"y":486,"width":835,"height":12}},{"id":"fe19e9c1-e2ce-4890-b9b2-283dde3a68f4","block_type":"box","text":"carbon transition strategy and targets. Under the Guidelines, the team may support shareholder proposals that, for example,","page_number":150,"box":{"x":89,"y":501,"width":870,"height":13}},{"id":"f36e9679-ea5e-4909-89f3-f9c6f94f6fa8","block_type":"box","text":"ask a company to:","page_number":150,"box":{"x":89,"y":516,"width":126,"height":13}},{"id":"c31f9cff-b26e-4145-b6a6-449be5aea37a","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average global temperature rise to","page_number":150,"box":{"x":89,"y":536,"width":870,"height":13}},{"id":"97e4cedf-52f6-4da9-a4b1-9e2118c858fc","block_type":"box","text":"no more than 1.5°C above pre-industrial levels","page_number":150,"box":{"x":122,"y":552,"width":323,"height":12}},{"id":"05591df9-9dd7-4d16-978e-52436b1e2fec","block_type":"box","text":"• Align scope 1 and 2 GHG emissions reduction targets to, and/or discuss how their targets align with, a long-term goal of","page_number":150,"box":{"x":89,"y":572,"width":880,"height":12}},{"id":"3494f3bf-5dca-40b3-81d3-57f04950fc3e","block_type":"box","text":"the company achieving net zero GHG emissions by 2050","page_number":150,"box":{"x":121,"y":587,"width":394,"height":12}},{"id":"55edff05-08ff-407e-90e8-28c1c4db70e4","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most significant to a company’s business model","page_number":150,"box":{"x":89,"y":607,"width":723,"height":12}},{"id":"69f232a2-5d22-44eb-999f-31167a89a74e","block_type":"box","text":"• Improve voluntary disclosures on the alignment of a company’s climate-related corporate political activities with its","page_number":150,"box":{"x":89,"y":627,"width":839,"height":13}},{"id":"ea877ef7-f309-49fb-a752-f1609ccc1232","block_type":"box","text":"strategic policy positions, where existing disclosure is insufficient","page_number":150,"box":{"x":121,"y":642,"width":455,"height":13}},{"id":"7f1da6ca-71ee-44e4-907f-454b680ae987","block_type":"box","text":"(25)","page_number":150,"box":{"x":577,"y":640,"width":21,"height":8}},{"id":"d323bef0-5442-4800-96f1-7949fd2a2c7b","block_type":"box","text":"The dedicated team does not support shareholder proposals that seek to constrain board or management decision-making","page_number":150,"box":{"x":88,"y":669,"width":864,"height":12}},{"id":"f2a6ad47-f15d-4ba1-98db-ca6b7d16bc20","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":150,"box":{"x":89,"y":684,"width":336,"height":12}},{"id":"21a17857-20fd-40ec-b630-af562fa1c8a8","block_type":"box","text":"(23) Board report votes are generally advisory and relate to reports issued by the board of directors that may contain information on a company’s","page_number":150,"box":{"x":89,"y":775,"width":818,"height":10}},{"id":"4d5964c3-cdff-406f-878c-bb130e414b40","block_type":"box","text":"sustainability efforts, operational resilience, or financial condition, among others.","page_number":150,"box":{"x":121,"y":788,"width":452,"height":10}},{"id":"bc8c5cd9-57e4-4fea-9cd2-149f4bc728f8","block_type":"box","text":"(24) While the dedicated team may escalate voting by not supporting additional management proposals, principally director elections, the team does","page_number":150,"box":{"x":89,"y":803,"width":841,"height":10}},{"id":"17cc2e15-3489-4fd6-b550-7aa6f783ca9c","block_type":"box","text":"not","page_number":150,"box":{"x":934,"y":804,"width":18,"height":7}},{"id":"b8545b21-9e0e-4e98-94e5-6af90190dbb6","block_type":"box","text":"consider filing shareholder proposals, preannouncing voting intentions or using the media to amplify concerns as appropriate courses of action. Th","page_number":150,"box":{"x":121,"y":816,"width":825,"height":9}},{"id":"eed1cdca-d56e-430f-883f-7a5be4dd7ee5","block_type":"box","text":"e","page_number":150,"box":{"x":947,"y":818,"width":6,"height":5}},{"id":"3ab9dcd6-8a0d-40bb-a9fb-36bfd04d40f0","block_type":"box","text":"dedicated team will continue to take a constructive, long-term focused approach, to engagement and voting on behalf of clients under these Guide","page_number":150,"box":{"x":121,"y":828,"width":830,"height":10}},{"id":"525c7a3a-aea1-483f-a181-ba1e5d9f3c7b","block_type":"box","text":"lines.","page_number":150,"box":{"x":121,"y":841,"width":28,"height":8}},{"id":"f686d369-6ba3-4d41-bd9a-8524481000bc","block_type":"box","text":"(25) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":150,"box":{"x":89,"y":856,"width":813,"height":10}},{"id":"928b26d9-532c-4395-a208-0c7a897867ae","block_type":"box","text":"hips), and","page_number":150,"box":{"x":904,"y":856,"width":54,"height":10}},{"id":"c1cb1a1c-c61c-40bf-8779-10ac34c79a33","block_type":"box","text":"corporate political contributions.","page_number":150,"box":{"x":121,"y":868,"width":182,"height":10}},{"id":"e1de0430-a709-49d6-9a05-70bd03edd70a","block_type":"box","text":"A-39","page_number":150,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"8af25236-fe6a-403e-91ee-6efdacc000b5","block_type":"box","text":"Related matters","page_number":151,"box":{"x":89,"y":44,"width":112,"height":10}},{"id":"891d3f3c-757d-474a-a5b2-16ffaffc351a","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":151,"box":{"x":88,"y":70,"width":870,"height":13}},{"id":"80d8029d-d728-4393-82af-a9efb439cd6a","block_type":"box","text":"to the transition to a low-carbon economy. Under these Guidelines, the dedicated team engages, where appropriate, to","page_number":151,"box":{"x":88,"y":85,"width":833,"height":13}},{"id":"3faf80d1-215f-4ce4-826c-fbe0559d6231","block_type":"box","text":"enhance its understanding of a company’s approach. Generally, voting on these matters would be covered by BIS’ Benchmark","page_number":151,"box":{"x":89,"y":101,"width":878,"height":12}},{"id":"b98b88c0-f3a8-4fcd-99a4-71503715f60c","block_type":"box","text":"Policies.","page_number":151,"box":{"x":89,"y":116,"width":54,"height":9}},{"id":"93ade30f-f09d-4fdd-8f24-be098cfeca17","block_type":"box","text":"Executive compensation","page_number":151,"box":{"x":106,"y":143,"width":173,"height":11}},{"id":"7ad7547c-2093-46f1-a8e3-6ffc6a1a2600","block_type":"box","text":"The dedicated team looks to company boards to put in place a compensation structure that incentivizes and rewards","page_number":151,"box":{"x":88,"y":169,"width":819,"height":12}},{"id":"5f4c297d-cd34-4787-8c3b-4a33dd4c8ef0","block_type":"box","text":"executives appropriately. Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions","page_number":151,"box":{"x":89,"y":184,"width":876,"height":12}},{"id":"b6852c3e-6048-42bb-94cb-4771211e70b0","block_type":"box","text":"reduction targets or low-carbon transition-related metrics in their incentive plans. In such cases, the dedicated team would","page_number":151,"box":{"x":89,"y":199,"width":860,"height":12}},{"id":"e00c4ef0-382e-4eac-853e-8c21a1261fe2","block_type":"box","text":"engage to understand the alignment between those metrics and the company’s stated climate strategy. Clear disclosure also","page_number":151,"box":{"x":89,"y":214,"width":872,"height":12}},{"id":"24ee4449-c126-44a5-837c-09034c20281c","block_type":"box","text":"helps investors assess whether pay structures are consistent with long-term climate strategy and risk management.","page_number":151,"box":{"x":89,"y":229,"width":810,"height":12}},{"id":"fd3034ea-7b1a-4000-abb3-dc4de92d88c2","block_type":"box","text":"Auditors and audit-related issues","page_number":151,"box":{"x":104,"y":256,"width":240,"height":9}},{"id":"8b5c0d62-1cfc-43bb-896b-8f08b658c5e7","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, the dedicated team is","page_number":151,"box":{"x":89,"y":282,"width":830,"height":12}},{"id":"9741d05c-761e-4eb3-9137-0d01670e57b4","block_type":"box","text":"interested in understanding whether the company considers and, if relevant, quantifies, and accounts for material climate","page_number":151,"box":{"x":89,"y":297,"width":857,"height":12}},{"id":"1dab6419-1a78-4af1-b88f-8b15f0a4a28b","block_type":"box","text":"related risks in its financial statements, including if the company explains such risks within the context of its audit report. The","page_number":151,"box":{"x":89,"y":312,"width":877,"height":13}},{"id":"2fbeebff-0c39-4ae6-b2f1-93aee56a8b2e","block_type":"box","text":"team notes that assurance of corporate disclosures related to climate risk and the transition to a low-carbon economy is still","page_number":151,"box":{"x":88,"y":327,"width":871,"height":13}},{"id":"13f1052c-b8bf-405d-a357-0ed96e29c02a","block_type":"box","text":"nascent.","page_number":151,"box":{"x":89,"y":344,"width":57,"height":8}},{"id":"86256be5-da54-4227-b121-7866655e1629","block_type":"box","text":"Mergers, acquisitions, asset sales, and other special situations","page_number":151,"box":{"x":105,"y":369,"width":448,"height":12}},{"id":"a5eb49b7-bd25-4149-983c-19d220d90fb4","block_type":"box","text":"Special situations will be considered on their financial merits, but the dedicated team may engage on climate-related factors","page_number":151,"box":{"x":88,"y":395,"width":870,"height":13}},{"id":"506fa21f-3035-41a7-94a6-fba406156bf3","block_type":"box","text":"under these Guidelines where a transaction may significantly alter a company’s climate strategy or a shareholder activist has","page_number":151,"box":{"x":89,"y":410,"width":871,"height":13}},{"id":"26c816b1-3d85-4aca-9b3c-6268b6766e69","block_type":"box","text":"proposed governance, strategic or operational changes that may impact its climate strategy. The dedicated team does not","page_number":151,"box":{"x":89,"y":426,"width":854,"height":12}},{"id":"42c6763a-1a25-45fb-a67a-905e5b37cb3b","block_type":"box","text":"promote changes in corporate control or engage in shareholder activism.","page_number":151,"box":{"x":89,"y":441,"width":511,"height":12}},{"id":"14d51db3-25a2-4726-98dc-e0e3d157eb43","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":151,"box":{"x":105,"y":467,"width":499,"height":13}},{"id":"488c6628-add6-4772-a962-7f58f9d5504c","block_type":"box","text":"Climate risk and the transition to a low-carbon economy are interconnected with a number of other material sustainability","page_number":151,"box":{"x":89,"y":494,"width":862,"height":12}},{"id":"af8cfe78-18f0-4b18-b561-2d79fb632ec7","block_type":"box","text":"related risks and opportunities that may be relevant to a company’s business model and long-term financial performance.","page_number":151,"box":{"x":89,"y":509,"width":852,"height":12}},{"id":"da3b80a2-7e8b-4ce8-811e-fe4f7132504a","block_type":"box","text":"These include a company’s impacts or dependencies on natural capital and key stakeholders.","page_number":151,"box":{"x":88,"y":524,"width":652,"height":12}},{"id":"50b42727-b18d-4eae-82dd-2844fd5226e3","block_type":"box","text":"(26)","page_number":151,"box":{"x":741,"y":522,"width":21,"height":8}},{"id":"b83b0985-e5b3-41db-845f-3740fcff9d95","block_type":"box","text":"In the context of these","page_number":151,"box":{"x":769,"y":524,"width":156,"height":10}},{"id":"109703e2-87bb-417a-9b93-5b06c111a0cd","block_type":"box","text":"Guidelines, the dedicated team may engage companies to better understand how they are managing the impact on people","page_number":151,"box":{"x":89,"y":539,"width":860,"height":12}},{"id":"c4b61ab2-4e73-4dca-850f-7514abc35c95","block_type":"box","text":"(e.g., employees, suppliers, customers and communities) of any strategic or operational changes they are making in relation","page_number":151,"box":{"x":89,"y":554,"width":867,"height":12}},{"id":"cd8bf0f0-a4d6-436c-ad75-521c5049e86a","block_type":"box","text":"to their transition to a low-carbon economy. Similarly, the team may engage companies that face risks and opportunities","page_number":151,"box":{"x":88,"y":569,"width":844,"height":13}},{"id":"65f3ccec-79e6-43b2-966a-aa3903f6f193","block_type":"box","text":"related to land use and deforestation, access to fresh water, or the ability to secure scarce resources critical to the transition","page_number":151,"box":{"x":89,"y":584,"width":863,"height":13}},{"id":"970545f0-df04-4236-95d0-077e2d70ce76","block_type":"box","text":"to a low-carbon economy.","page_number":151,"box":{"x":88,"y":599,"width":183,"height":13}},{"id":"63adffe2-1da1-4fe4-9809-d488884237fc","block_type":"box","text":"(26) Engagement with companies on these issues is informed by BIS’ commentaries on natural capital, human capital management, and corporate human","page_number":151,"box":{"x":89,"y":856,"width":871,"height":10}},{"id":"32895e32-49a8-4f0e-a21e-07638e9fcbf1","block_type":"box","text":"rights risks, December 2025.","page_number":151,"box":{"x":121,"y":868,"width":159,"height":10}},{"id":"8d60ddba-dfd4-40f9-b978-21bcd980b97d","block_type":"box","text":"A-40","page_number":151,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"52fa947f-93a3-43e5-a808-35734b14315d","block_type":"box","text":"Appendix 1","page_number":152,"box":{"x":88,"y":44,"width":80,"height":12}},{"id":"8817315c-c3a9-46ed-b3b7-0f75a155cdf0","block_type":"box","text":"Terminology","page_number":152,"box":{"x":104,"y":70,"width":92,"height":13}},{"id":"75e7cfcd-96de-41eb-b2d1-d3a46d97bfae","block_type":"box","text":"We understand the key concepts referred to within these Guidelines as follows:","page_number":152,"box":{"x":88,"y":97,"width":552,"height":12}},{"id":"96b137cb-d39a-4207-b7cb-f78a150eb4b4","block_type":"box","text":"Climate risk:","page_number":152,"box":{"x":89,"y":123,"width":88,"height":10}},{"id":"ba24a062-a597-466a-b77a-cbeba0f147c6","block_type":"box","text":"Includes physical risk, the increased risk to companies’ assets and activities caused by the direct impact of","page_number":152,"box":{"x":183,"y":123,"width":743,"height":13}},{"id":"70d36ba3-638b-4a11-baf4-8a7da0380195","block_type":"box","text":"changing weather patterns and natural catastrophes, and transition risk, the impact of the transition to a low-carbon","page_number":152,"box":{"x":89,"y":138,"width":816,"height":13}},{"id":"dd5a6f52-9ba8-4f67-ba42-f88540fd9c38","block_type":"box","text":"economy on a company’s long-term profitability.","page_number":152,"box":{"x":89,"y":153,"width":340,"height":13}},{"id":"6bcba475-ac24-44a2-80e6-51e4afb6c459","block_type":"box","text":"Transition to a low-carbon economy (“low-carbon transition”):","page_number":152,"box":{"x":88,"y":180,"width":455,"height":12}},{"id":"211f1a5a-79d5-4625-9a0c-586efaae113b","block_type":"box","text":"The global economic shift toward lower emissions across","page_number":152,"box":{"x":547,"y":180,"width":401,"height":12}},{"id":"3654a7bc-593f-41c4-9432-83ff4ba0dbe8","block_type":"box","text":"many sectors and business models. The economic transformation is being driven by changes in government policy,","page_number":152,"box":{"x":89,"y":195,"width":806,"height":12}},{"id":"bfc1e336-27d9-4819-adad-53ea9b10c997","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":152,"box":{"x":88,"y":210,"width":877,"height":13}},{"id":"9a9012b3-bad4-4de4-8e3d-5997be443883","block_type":"box","text":"and can potentially have a material impact on clients’ investments and portfolios.","page_number":152,"box":{"x":89,"y":225,"width":567,"height":13}},{"id":"5fc918e8-1bb4-40cf-98f8-5c4ab844a5b3","block_type":"box","text":"Decarbonization:","page_number":152,"box":{"x":89,"y":252,"width":121,"height":10}},{"id":"3a8fad21-ac3c-4b3b-afa3-4ffc102911ae","block_type":"box","text":"the process of reducing or eliminating emissions of carbon dioxide (CO","page_number":152,"box":{"x":215,"y":252,"width":498,"height":12}},{"id":"0ada059d-098a-4e35-8d5a-a822f902eb93","block_type":"box","text":"2","page_number":152,"box":{"x":715,"y":258,"width":5,"height":6}},{"id":"8810f441-bd56-4d05-a191-775c40e5fa89","block_type":"box","text":") from human activity and","page_number":152,"box":{"x":722,"y":252,"width":182,"height":12}},{"id":"baab39a3-f50a-4e46-8919-040bbc4bd773","block_type":"box","text":"removing carbon currently in the atmosphere. 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