{"annotation_id":"10391332-9fde-4929-a922-b5d087555338","file_hash":"60ea5d6c5c9dc15af477e2a807a8989cbd5bcc1553d63fef6f69a31d6865fa78","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"7ed423bb-2068-4ea2-b488-ec158dee1283","block_type":"box","text":"iShares, Inc. and iShares Trust","page_number":1,"box":{"x":386,"y":69,"width":231,"height":12}},{"id":"4dc92ae0-6298-4d16-b672-3900e8b63377","block_type":"box","text":"Supplement dated October 15, 2026","page_number":1,"box":{"x":367,"y":92,"width":269,"height":13}},{"id":"56111336-0e64-4d26-8c42-8c3fe91979e9","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":"c7763eb0-321c-45f2-a23a-5e9f31ea02c6","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":"46f38c35-ead5-4145-a12a-552c333ec19a","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":"34bc848a-e628-41df-9de0-dd65bce5c5e8","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":"a42ed18f-a72e-412e-8cbe-82f0de5b0085","block_type":"box","text":"Effective immediately, the following changes are made:","page_number":1,"box":{"x":117,"y":185,"width":404,"height":13}},{"id":"57d0ed9c-36f9-49e6-bfa6-96e501131006","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":"1ba0c323-886b-48ed-910f-33e47c014d5a","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":"11c7533b-3fa9-4924-8d99-40ae4dd7f58e","block_type":"box","text":"Risks” section of its Prospectus.","page_number":1,"box":{"x":151,"y":240,"width":233,"height":12}},{"id":"783862e9-b96b-4b0c-8903-64209a698e16","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":"f1bcdb17-3397-409d-8a35-d11d8e1e3318","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":"e5132d9b-a0a1-4cb0-90b7-68f07ec5e817","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":"5b5105eb-10f9-437c-a5e0-a373862da708","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":"c29dce9e-5548-4e6a-b4c6-aa8b60a10ab2","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":"5d830b08-7d88-4a1a-b4de-ef16624c992a","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":"482e85ca-1531-4c27-af81-dfafb8f5fd0b","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":"97ab3fb7-43e1-4ac2-9c87-26123d0315f0","block_type":"box","text":"of trades and rebalancing of portfolio holdings.","page_number":1,"box":{"x":150,"y":379,"width":345,"height":13}},{"id":"2468b64e-75e4-491f-aadd-21820700807a","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":"b2cc8835-3255-4d20-a83f-8fa1f1e38c0b","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":"5a827f66-2a4c-41a1-90ad-8593aa998ed0","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":"597701bb-eb92-48b7-9e92-80866e823649","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":"715433e8-1b8f-40e0-a6c6-75f6c7b84236","block_type":"box","text":"Appendix A","page_number":1,"box":{"x":456,"y":472,"width":92,"height":13}},{"id":"186b86f5-f851-40f7-a608-3d997b618bc3","block_type":"box","text":"iShares Blockchain and Tech ETF","page_number":1,"box":{"x":117,"y":495,"width":242,"height":10}},{"id":"678b0d58-5370-4f65-b26c-9be3acb08e64","block_type":"box","text":"iShares China Large-Cap 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2026","page_number":5,"box":{"x":352,"y":85,"width":300,"height":12}},{"id":"96898018-f1a4-4423-9a51-364ad7749d98","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":"3b320b65-028d-4c36-acbc-270aed85a24a","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":"99c6fb03-5c1f-4b4a-ab48-c4cfffcb687b","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":"f0886dff-c783-48a7-bbda-81fdf250d22d","block_type":"box","text":"the section entitled “Investment Advisory, Administrative and Distribution Services” of the SAI 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Such agreements can include payments by BFA","page_number":5,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"ac07f9fc-200c-481f-9b6c-43c4ac0a983e","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":"4dbb2356-ee71-4335-9414-1031045b6253","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":"4e5ada3c-f27d-4d40-b1a6-f430afd4d398","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":"6946c73f-52e0-4584-87b1-1d1946689047","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":"43b338e3-6dae-4b46-b21a-26a4d0a3c9a0","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":"9e66cbec-50b2-4887-b139-f637815e89ca","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":"99cb7ce6-02fa-462b-ae33-0af6eab014b9","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":"8ff1300d-aa98-4041-9910-a4257a8de10f","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":"08978ac6-7a84-43b8-a653-f34e6d1e1d3d","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":"63ff2ef2-32a9-488c-9703-2664d8c713a4","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":"4c2f41fc-c4bc-43fc-b089-0bcc2bb0696e","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":"f8f2edfb-2ec1-440c-9d9e-2e81f667b17c","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":"d6175d96-4fad-48bc-b421-cb6431ff8a46","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":"bbcc55ba-7942-4756-b171-51bd40367343","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":"6bd807f1-2ad0-4085-a7f7-5cc71d948849","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":"7d205113-930b-4fa9-90f2-200f685291c6","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":"6a2f1722-ddd6-4e15-8ca5-c3bca5a7ce24","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":"4e02c8b7-e801-4922-b4cb-dea121b29b0b","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":"73577bca-94f3-4766-89cf-75302f42adc0","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":"55ca195b-b2ea-4f25-a344-3260ffd6a0c2","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":"c30ae8b5-7326-4731-a483-4945a36f8c5b","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":"be331208-a3c3-4258-9423-46cbc5488c8c","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":"da3f96b8-4495-4326-883c-90fa0acbbd3c","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":"65758000-45ee-4aa3-9e5f-59f236718fd7","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":"990086c1-8238-4ee4-a5be-879b5e9642e0","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":"73baac71-96b6-488a-981a-cafc0f29cafa","block_type":"box","text":"Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions","page_number":5,"box":{"x":116,"y":627,"width":767,"height":13}},{"id":"e0e82e11-0ba4-4ee7-8fad-33ea000d7e31","block_type":"box","text":"to Intermediaries and other third parties listed above that have occurred since the date of this SAI are not","page_number":5,"box":{"x":116,"y":643,"width":766,"height":12}},{"id":"93a4a4ea-21ec-47d5-8063-0f2e546a7cfc","block_type":"box","text":"included in the list.","page_number":5,"box":{"x":117,"y":658,"width":139,"height":10}},{"id":"b7b829b5-c2b9-40ff-b7d9-b7fe04389b45","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":5,"box":{"x":117,"y":682,"width":516,"height":12}},{"id":"7c8f3ea0-f33f-485f-aef2-b6db4d80c7ca","block_type":"box","text":"iShares","page_number":5,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"3422bd69-d34e-44da-92f0-1639bf9c3d68","block_type":"box","text":"®","page_number":5,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"c73c1e30-60e7-45f5-8fe9-e70905b05d30","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":5,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"83f917d0-25e1-4623-9bbd-4317138cc2e1","block_type":"box","text":"IS-A-IntermSAI-0926","page_number":5,"box":{"x":761,"y":887,"width":122,"height":8}},{"id":"98e1ae3f-701b-4451-8f54-734e8ecd6ff1","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":5,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"d6ed09c7-7085-4e8e-b937-77f07ba1bf14","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":5,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"f7694c11-2a7b-4e87-81a8-4b4920cb142a","block_type":"box","text":"iShares","page_number":6,"box":{"x":445,"y":87,"width":95,"height":15}},{"id":"0db4f2c3-688a-485a-9397-87e74a844b73","block_type":"box","text":"®","page_number":6,"box":{"x":541,"y":85,"width":15,"height":12}},{"id":"c76e1b6a-785b-4d6c-82fc-f042d8c706fc","block_type":"box","text":"iShares Trust, iShares U.S. ETF Trust and iShares, Inc.","page_number":6,"box":{"x":282,"y":123,"width":435,"height":12}},{"id":"bc693034-956b-4f0c-ba40-a1309f408bab","block_type":"box","text":"Supplement dated April 2, 2026","page_number":6,"box":{"x":375,"y":139,"width":249,"height":12}},{"id":"a4434baf-6a48-42a5-a05d-ccf811186e90","block_type":"box","text":"to the currently effective Summary Prospectus,","page_number":6,"box":{"x":311,"y":154,"width":376,"height":12}},{"id":"e5013c79-c0e7-4513-af05-5e3363d7e012","block_type":"box","text":"Prospectus and Statement of Additional Information (“SAI”)","page_number":6,"box":{"x":262,"y":170,"width":476,"height":12}},{"id":"6b3da06e-9970-48f8-9566-06d20a14e18e","block_type":"box","text":"for the Funds listed in Appendix A and Appendix B","page_number":6,"box":{"x":296,"y":185,"width":406,"height":12}},{"id":"d4cb584d-19ab-45ff-a5e9-87334f15d0c2","block_type":"box","text":"(each, a “Fund” and collectively, the “Funds”)","page_number":6,"box":{"x":316,"y":201,"width":367,"height":12}},{"id":"53c32502-615b-4367-bbce-9bde58978a6d","block_type":"box","text":"Effective immediately, BlackRock International Limited is added as a Sub-Adviser for the iShares","page_number":6,"box":{"x":117,"y":232,"width":717,"height":12}},{"id":"83912804-37c5-4453-9f8b-6ad452cd0a14","block_type":"box","text":"Bloomberg Roll Select Commodity Strategy ETF, and the following changes are made:","page_number":6,"box":{"x":117,"y":247,"width":642,"height":12}},{"id":"15c94b1d-01ac-4119-821e-8a8ef83b5df4","block_type":"box","text":"1. In the Fund’s Summary Prospectus and Prospectus (Fund Summary), the first paragraph","page_number":6,"box":{"x":151,"y":278,"width":693,"height":12}},{"id":"ea893bc6-a216-4e6b-b44e-4eb993e166d9","block_type":"box","text":"under the “Management” section is deleted in its entirety and replaced with the following:","page_number":6,"box":{"x":184,"y":294,"width":656,"height":12}},{"id":"d8a3446a-3829-4c5b-b220-d97d730ee29b","block_type":"box","text":"Investment Adviser and Sub-Adviser","page_number":6,"box":{"x":184,"y":325,"width":293,"height":9}},{"id":"f069fc4e-0c01-4c07-a9b5-f2ab97a196b3","block_type":"box","text":". The Fund’s investment adviser is BFA. The Fund’s","page_number":6,"box":{"x":478,"y":325,"width":384,"height":9}},{"id":"27fcf14d-d6ef-4d50-bbb1-1b04e34e98c5","block_type":"box","text":"sub-adviser is BlackRock International Limited (“BIL” or the “Sub-Adviser”).","page_number":6,"box":{"x":184,"y":340,"width":554,"height":12}},{"id":"cc1a8a3f-042d-4f55-bbd1-5cf448637905","block_type":"box","text":"2. In the Fund’s Prospectus, the “Management of the Funds – Sub-Adviser” section is updated","page_number":6,"box":{"x":150,"y":371,"width":714,"height":12}},{"id":"e68de52c-816e-4198-891d-0c1860ba4f42","block_type":"box","text":"to state that BlackRock Fund Advisors has entered into a sub-advisory agreement with BIL","page_number":6,"box":{"x":183,"y":387,"width":673,"height":12}},{"id":"3993c943-737e-42ce-aa95-d44c44026424","block_type":"box","text":"with respect to the Fund.","page_number":6,"box":{"x":183,"y":402,"width":183,"height":12}},{"id":"aa2ff665-e275-4d40-8326-efba16ea0f66","block_type":"box","text":"3. In the Fund’s SAI, the second paragraph of the “General Description of the Trust and the","page_number":6,"box":{"x":150,"y":433,"width":691,"height":12}},{"id":"86a32176-c6bf-41a6-981c-fe2947b7ac12","block_type":"box","text":"Fund” section is deleted in its entirety and replaced with the following:","page_number":6,"box":{"x":184,"y":449,"width":515,"height":12}},{"id":"3cf585aa-de9f-44a7-8733-e6dcc7f20672","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”) and sub-advised by BlackRock","page_number":6,"box":{"x":183,"y":480,"width":677,"height":12}},{"id":"2955a85d-902a-4cb3-942d-53b1e7018104","block_type":"box","text":"International Limited (“BIL”), each of which is a consolidated subsidiary of BlackRock, Inc.,","page_number":6,"box":{"x":185,"y":495,"width":667,"height":12}},{"id":"7d8cf3a9-d0f9-4c7a-86c2-2fd9d375374f","block_type":"box","text":"and generally seeks to track the investment results of the specific benchmark index identified","page_number":6,"box":{"x":184,"y":511,"width":689,"height":12}},{"id":"0ed0ff10-38c4-414f-a673-c25aa3cbb5b0","block_type":"box","text":"in the Fund’s Prospectus (the “Underlying Index”).","page_number":6,"box":{"x":184,"y":526,"width":369,"height":12}},{"id":"9be6cb1f-9b94-4d92-8ed3-0fa9e2b42992","block_type":"box","text":"4. The following is added to the “Investment Advisory, Administrative and Distribution Services”","page_number":6,"box":{"x":150,"y":557,"width":720,"height":12}},{"id":"a837975f-9451-449e-8692-7cd351362534","block_type":"box","text":"section of the Fund’s SAI:","page_number":6,"box":{"x":184,"y":573,"width":189,"height":9}},{"id":"fbb7ec7e-c40e-43b2-a5b8-f022cfda42f0","block_type":"box","text":"Investment Sub-Adviser.","page_number":6,"box":{"x":184,"y":604,"width":195,"height":9}},{"id":"f91ad0ae-acac-40a7-8d1f-4516d3601d64","block_type":"box","text":"Pursuant to the Investment Advisory Agreement between BFA and","page_number":6,"box":{"x":386,"y":604,"width":494,"height":12}},{"id":"f397b309-2b01-4857-8776-fad7b1a8d5a4","block_type":"box","text":"the Trust entered into on behalf of the Fund, BFA may from time to time, in its sole discretion,","page_number":6,"box":{"x":183,"y":619,"width":692,"height":12}},{"id":"94e7b335-885d-4ade-b286-6ba6bdb187b4","block_type":"box","text":"to the extent permitted by applicable law, appoint one or more sub-advisers, including, without","page_number":6,"box":{"x":183,"y":635,"width":699,"height":12}},{"id":"c4bb4ca3-7f77-4b3d-8cc6-d6197080eac9","block_type":"box","text":"limitation, affiliates of BFA, to perform investment advisory services with respect to the Fund.","page_number":6,"box":{"x":184,"y":650,"width":686,"height":12}},{"id":"d45ddea1-09ee-48fb-8701-1378bd29f551","block_type":"box","text":"In addition, BFA may delegate certain of its investment advisory functions under the","page_number":6,"box":{"x":185,"y":666,"width":620,"height":12}},{"id":"3559bc8d-36f0-4037-b370-9ee66e6adec0","block_type":"box","text":"Investment Advisory Agreement to one or more of its affiliates to the extent permitted by","page_number":6,"box":{"x":185,"y":681,"width":652,"height":12}},{"id":"00a8d5b0-3b7d-48b4-97d2-63e818b57005","block_type":"box","text":"applicable law. BFA may terminate any or all sub-advisers or such delegation arrangements","page_number":6,"box":{"x":184,"y":697,"width":681,"height":12}},{"id":"518ab2d0-2c7f-4669-b432-a868ba9119aa","block_type":"box","text":"in its sole discretion at any time to the extent permitted by applicable law.","page_number":6,"box":{"x":184,"y":712,"width":541,"height":12}},{"id":"3dfc0cd7-7a0a-4ee7-8826-d9e7d7c6c218","block_type":"box","text":"BFA has entered into an investment sub-advisory agreement (the “Sub-Advisory Agreement”","page_number":6,"box":{"x":184,"y":743,"width":688,"height":12}},{"id":"e07af5a7-df56-4e0d-9eca-b6a9a752cc8f","block_type":"box","text":"and together with the Investment Advisory Agreement, the “Advisory Agreements”) with","page_number":6,"box":{"x":184,"y":759,"width":648,"height":12}},{"id":"f4cb5219-993e-4652-ae7e-7f495850ed5d","block_type":"box","text":"BlackRock International Limited (“BIL” or the “Sub-Adviser”) with respect to the Fund. The","page_number":6,"box":{"x":184,"y":774,"width":665,"height":12}},{"id":"d434be30-2aba-4e24-9306-5fc618897839","block_type":"box","text":"Sub-Adviser is an investment adviser located in the U.K. The Sub-Adviser is an affiliate of","page_number":6,"box":{"x":184,"y":790,"width":666,"height":9}},{"id":"a515e1bb-ff7e-4fb7-b67f-2243f0998897","block_type":"box","text":"BFA, an SEC-registered investment adviser, and a commodity trading advisor.","page_number":6,"box":{"x":184,"y":805,"width":580,"height":12}},{"id":"95505736-0dd9-4a5f-bc01-e17ed7c8e7a5","block_type":"box","text":"Under the Sub-Advisory Agreement, subject to the supervision and oversight of the Board and","page_number":6,"box":{"x":184,"y":836,"width":698,"height":12}},{"id":"e0934b24-a44b-4a54-a407-6229ebda4aaf","block_type":"box","text":"BFA, the Sub-Adviser is responsible for day-to-day management of specified assets in the","page_number":6,"box":{"x":184,"y":852,"width":668,"height":12}},{"id":"2e5d0585-d690-498c-935a-1138cf053ec3","block_type":"box","text":"Fund’s portfolio. Pursuant to the Sub-Advisory Agreement, BFA pays the Sub-Adviser for","page_number":7,"box":{"x":184,"y":87,"width":661,"height":12}},{"id":"9bcf91a7-94f0-4a0f-9f1b-59a18738407b","block_type":"box","text":"services it provides a fee equal to 60% of the management fee paid to BFA under the","page_number":7,"box":{"x":184,"y":102,"width":633,"height":13}},{"id":"a7fe68de-6e99-4220-9c2c-e30dfed8112a","block_type":"box","text":"Investment Advisory Agreement.","page_number":7,"box":{"x":185,"y":118,"width":240,"height":12}},{"id":"bc33a691-a44e-43c5-b2ac-646cc85e82ad","block_type":"box","text":"Unless earlier terminated as described below, each Advisory Agreement will remain in effect","page_number":7,"box":{"x":184,"y":149,"width":684,"height":12}},{"id":"c1ae5bd6-96e7-4886-bdac-df9990dcb606","block_type":"box","text":"for an initial two-year period and from year to year if approved annually (i) by the Board or by","page_number":7,"box":{"x":183,"y":165,"width":689,"height":12}},{"id":"4f100066-ed75-4481-84f7-6dab2e11ebbe","block_type":"box","text":"a vote of a majority of the applicable Fund’s outstanding voting securities and (ii) by a majority","page_number":7,"box":{"x":184,"y":180,"width":697,"height":12}},{"id":"ca5621d0-d54a-4987-99ee-42bc54494a1d","block_type":"box","text":"of the Trustees who are not parties to such agreement or interested persons (as defined in","page_number":7,"box":{"x":184,"y":196,"width":671,"height":12}},{"id":"b8c1fba1-b2ec-4b83-afd7-88d4fa995537","block_type":"box","text":"the 1940 Act) of any such party by a vote cast in person at a meeting called for the purpose of","page_number":7,"box":{"x":183,"y":211,"width":699,"height":12}},{"id":"3b4481f0-66e5-4f65-9f88-320402d5f28c","block_type":"box","text":"voting on such approval.","page_number":7,"box":{"x":183,"y":227,"width":181,"height":12}},{"id":"3d03c81c-d250-4d3a-aed7-116e6a1dd86c","block_type":"box","text":"Each Advisory Agreement with respect to the Fund is terminable without penalty, on 60 days’","page_number":7,"box":{"x":184,"y":258,"width":689,"height":12}},{"id":"f4c26750-77c6-48ca-8858-1a8b045053e6","block_type":"box","text":"notice, by the Board or by a vote of the holders of a majority of the Fund’s outstanding voting","page_number":7,"box":{"x":184,"y":273,"width":687,"height":12}},{"id":"17aaf891-377f-40c2-b359-eca9e7c272b4","block_type":"box","text":"securities (as defined in the 1940 Act). The Sub-Advisory Agreement is also terminable on 60","page_number":7,"box":{"x":184,"y":289,"width":692,"height":12}},{"id":"7623eb18-a6a0-419a-870b-874f2a5d25bd","block_type":"box","text":"days’ written notice at the option of either BFA or the Sub-Adviser. Each Advisory Agreement","page_number":7,"box":{"x":184,"y":304,"width":690,"height":12}},{"id":"4c6e7c5f-b9ca-44f9-991a-bf500b9fcd35","block_type":"box","text":"will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":7,"box":{"x":183,"y":320,"width":638,"height":12}},{"id":"253aa9ce-64e3-4532-9e1c-7e059c4ebfc9","block_type":"box","text":"*******","page_number":7,"box":{"x":463,"y":351,"width":73,"height":3}},{"id":"638f25cb-b1be-4170-98c0-5200845b47af","block_type":"box","text":"Effective immediately, Franzel Medina is added as a portfolio manager for each Fund listed in","page_number":7,"box":{"x":117,"y":382,"width":693,"height":12}},{"id":"9a89da01-c046-44cb-8fd5-8e16a9c72d80","block_type":"box","text":"Appendix A, and the following changes are made:","page_number":7,"box":{"x":116,"y":397,"width":369,"height":12}},{"id":"78250784-fad6-4f1a-b3ac-a148978ff1f8","block_type":"box","text":"1. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":7,"box":{"x":151,"y":428,"width":666,"height":12}},{"id":"6c77ed9f-250b-468f-8fd3-a94260ecddde","block_type":"box","text":"Currency Hedged MSCI EAFE ETF, iShares Currency Hedged MSCI Emerging Markets ETF,","page_number":7,"box":{"x":184,"y":444,"width":693,"height":12}},{"id":"1865d95a-82f7-4a22-a84b-733096594b62","block_type":"box","text":"iShares Currency Hedged MSCI Eurozone ETF and iShares Currency Hedged MSCI Japan","page_number":7,"box":{"x":184,"y":459,"width":680,"height":12}},{"id":"7c272e0e-0f61-4f61-b86d-edafa37d62a9","block_type":"box","text":"ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the following:","page_number":7,"box":{"x":184,"y":475,"width":684,"height":12}},{"id":"e042b50b-ec99-4ffd-b00e-9877c3cb76e9","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":506,"width":155,"height":12}},{"id":"f3e884f4-d8ef-45d3-a4fb-b192e1853709","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":7,"box":{"x":346,"y":506,"width":510,"height":12}},{"id":"0184ae87-d68c-4a44-bdf6-34dc0fd80232","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. Mr. Montalvo and","page_number":7,"box":{"x":184,"y":521,"width":621,"height":12}},{"id":"1e240250-8f3b-42ef-9ae1-87a51e8da416","block_type":"box","text":"Ms. Medina have been Portfolio Managers of the Fund since 2014 and 2026, respectively.","page_number":7,"box":{"x":184,"y":537,"width":667,"height":12}},{"id":"e1eec8a4-f1f5-4f93-b092-971de10b1fcc","block_type":"box","text":"2. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":7,"box":{"x":150,"y":568,"width":667,"height":12}},{"id":"54e5a108-5048-4dcd-a2b5-2184b569d91c","block_type":"box","text":"Currency Hedged MSCI ACWI ex U.S. ETF and iShares Currency Hedged MSCI EAFE","page_number":7,"box":{"x":184,"y":583,"width":648,"height":12}},{"id":"c8536ba5-e603-48ac-a2ae-a70469daad30","block_type":"box","text":"Small-Cap ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the","page_number":7,"box":{"x":184,"y":599,"width":694,"height":12}},{"id":"181e893b-b933-45fb-bfb8-fb50b26fb1fb","block_type":"box","text":"following:","page_number":7,"box":{"x":183,"y":614,"width":69,"height":12}},{"id":"b7b38b6d-c31f-4ffc-9e98-94cf935cad40","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":645,"width":155,"height":12}},{"id":"bbc8657e-c903-479f-88ef-c7e160d3d310","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":7,"box":{"x":346,"y":645,"width":510,"height":12}},{"id":"84315e7b-c40d-4d47-b27a-c527fe7c7e4a","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. 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In the Summary Prospectus and Prospectus (Fund Summary) for the iShares GSCI","page_number":8,"box":{"x":150,"y":543,"width":652,"height":12}},{"id":"8a6df4cb-d6e4-416b-a16f-900339f3daf8","block_type":"box","text":"Commodity Dynamic Roll Strategy ETF, the “Portfolio Managers” section is deleted in its","page_number":8,"box":{"x":184,"y":558,"width":655,"height":12}},{"id":"702fe4ca-6253-4318-8946-db23873ac588","block_type":"box","text":"entirety and replaced with the following:","page_number":8,"box":{"x":184,"y":574,"width":292,"height":12}},{"id":"4d3dc883-e91c-4a1d-8041-164f4c2f7be8","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":603,"width":155,"height":12}},{"id":"893f0473-f22a-440c-aeae-857123b4a7b0","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":8,"box":{"x":346,"y":603,"width":535,"height":12}},{"id":"36491b5f-e0ac-4b4f-9760-c7968b27e8c2","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":8,"box":{"x":184,"y":619,"width":678,"height":12}},{"id":"42b484bb-acfc-433a-a9e0-485016aae799","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":8,"box":{"x":184,"y":634,"width":698,"height":12}},{"id":"230449ec-504d-4a5e-9316-ab6e4b9f498d","block_type":"box","text":"Fund since 2023, 2016, 2025 and 2026, respectively.","page_number":8,"box":{"x":184,"y":650,"width":393,"height":12}},{"id":"87ecd883-c787-4692-ae5f-ffaf7846b6db","block_type":"box","text":"3. In the Summary Prospectus and Prospectus (Fund Summary) for the iShares Transition","page_number":8,"box":{"x":150,"y":679,"width":691,"height":13}},{"id":"0d5810f4-128a-46de-b305-548796c40b8e","block_type":"box","text":"Enabling Metals ETF, the “Portfolio Managers” section is deleted in its entirety and replaced","page_number":8,"box":{"x":184,"y":695,"width":680,"height":12}},{"id":"e4a1dc3e-f187-432a-9952-5652337224a7","block_type":"box","text":"with the following:","page_number":8,"box":{"x":183,"y":710,"width":131,"height":13}},{"id":"b7929c3d-fb26-4783-a274-23d844a78ca9","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":740,"width":155,"height":12}},{"id":"35c3628c-c163-451a-b1a3-b26045c2adea","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":8,"box":{"x":346,"y":740,"width":535,"height":12}},{"id":"f70eacdb-862e-4b9c-b852-cb46c78d563f","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":8,"box":{"x":184,"y":756,"width":678,"height":12}},{"id":"0e769a82-9de6-41da-8eaf-9d8dd29fe143","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":8,"box":{"x":184,"y":771,"width":698,"height":12}},{"id":"f709c7ca-8452-4b0e-8379-e856f12524df","block_type":"box","text":"Fund since 2025, 2023, 2025 and 2026, respectively.","page_number":8,"box":{"x":184,"y":787,"width":393,"height":12}},{"id":"c48749ac-cef7-4f15-a890-a2fed26127d5","block_type":"box","text":"4. In the Prospectus for each Fund listed in Appendix B, the “Management of the Funds –","page_number":8,"box":{"x":150,"y":816,"width":679,"height":12}},{"id":"65c9f8da-5fa5-4a82-b171-a3aeb2712209","block_type":"box","text":"Portfolio Managers” section is updated to state that Orlando Montalvo, Richard Mejzak, Erin","page_number":8,"box":{"x":184,"y":832,"width":680,"height":12}},{"id":"23b2a548-da3d-4ad5-915e-331d0e3df649","block_type":"box","text":"Armstrong and Kyle Peppo are primarily responsible for the day-to-day management of the","page_number":8,"box":{"x":183,"y":847,"width":675,"height":12}},{"id":"31901af1-e55f-4267-84bf-4ecd5764db03","block_type":"box","text":"Fund. In addition, the following is added to that section:","page_number":8,"box":{"x":184,"y":863,"width":408,"height":12}},{"id":"4b7083bf-652c-44cf-90a7-947add18977e","block_type":"box","text":"Kyle Peppo has been employed by BFA or its affiliates as a portfolio manager since 2017. He","page_number":8,"box":{"x":184,"y":892,"width":693,"height":13}},{"id":"8d986b77-9f15-4d63-97d3-15897379ba95","block_type":"box","text":"is a Director of BlackRock, Inc.","page_number":8,"box":{"x":184,"y":908,"width":227,"height":11}},{"id":"5671a4a4-c069-476a-9d7f-7ef97932ebd3","block_type":"box","text":"5. In the SAI for each Fund listed in Appendix B, the following is added to the “Investment","page_number":9,"box":{"x":150,"y":87,"width":678,"height":12}},{"id":"d989498b-efb6-477e-9ca8-4d436caf7949","block_type":"box","text":"Advisory, Administrative and Distribution Services – Portfolio Managers” section:","page_number":9,"box":{"x":183,"y":102,"width":597,"height":13}},{"id":"27b82607-661c-472b-be71-5c372268a56e","block_type":"box","text":"Kyle Peppo","page_number":9,"box":{"x":184,"y":134,"width":90,"height":12}},{"id":"95b0d576-ec07-4444-a5f8-9673c7e347d9","block_type":"box","text":"(as of March 27, 2026)","page_number":9,"box":{"x":280,"y":134,"width":168,"height":12}},{"id":"54d9f6aa-7d71-4b48-81b7-d56f3364ad41","block_type":"box","text":"Number","page_number":9,"box":{"x":405,"y":165,"width":63,"height":9}},{"id":"0daec94e-af3c-4680-9b32-a864a97edeaa","block_type":"box","text":"of 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A","page_number":9,"box":{"x":453,"y":393,"width":93,"height":12}},{"id":"c26cfc9b-1bc3-4c1c-89a5-4166203857da","block_type":"box","text":"Fund Name Market Ticker","page_number":9,"box":{"x":298,"y":419,"width":493,"height":10}},{"id":"d097d174-8e1f-4002-a9d3-4e4354280989","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S. ETF HAWX","page_number":9,"box":{"x":125,"y":440,"width":637,"height":12}},{"id":"abc556c5-5784-4d41-b4f4-cccd33cdc6f7","block_type":"box","text":"iShares Currency Hedged MSCI EAFE ETF HEFA","page_number":9,"box":{"x":125,"y":459,"width":634,"height":12}},{"id":"4e02f5c9-f17f-4a6d-b994-eb2fa8ea8781","block_type":"box","text":"iShares Currency Hedged MSCI EAFE Small-Cap ETF HSCZ","page_number":9,"box":{"x":125,"y":478,"width":634,"height":13}},{"id":"09ecc24e-1091-41dc-950b-96ca476af38a","block_type":"box","text":"iShares Currency Hedged MSCI Emerging Markets ETF 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Transaction fees and other costs associated with","page_number":15,"box":{"x":449,"y":513,"width":475,"height":9}},{"id":"fec42e64-19a6-499e-bcf0-8601e53f0572","block_type":"box","text":"creations or redemptions that include a cash portion may be higher than the transaction fees and other costs associated with","page_number":15,"box":{"x":89,"y":528,"width":877,"height":12}},{"id":"8af011a1-9f12-44f3-a388-b8dff21194ef","block_type":"box","text":"in-kind creations or redemptions. In all cases, conditions with respect to creations and redemptions of shares and fees will be","page_number":15,"box":{"x":89,"y":543,"width":876,"height":12}},{"id":"58b5c0ea-58b6-4560-889e-001006fd7a6d","block_type":"box","text":"limited in accordance with the requirements of SEC rules and regulations applicable to management investment companies","page_number":15,"box":{"x":89,"y":558,"width":865,"height":12}},{"id":"03841b20-1af0-4087-a326-ce9bbb314d25","block_type":"box","text":"offering redeemable securities.","page_number":15,"box":{"x":89,"y":573,"width":213,"height":12}},{"id":"ee5d2e00-a5cc-440e-902c-d906beecffd6","block_type":"box","text":"Exchange Listing and Trading","page_number":15,"box":{"x":91,"y":604,"width":491,"height":29}},{"id":"d9cfa4a8-8840-4396-a224-7e31988d25e0","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":15,"box":{"x":88,"y":645,"width":813,"height":12}},{"id":"c6181a86-e8a0-48f8-aef9-313ba051ffba","block_type":"box","text":"Shareholder Information","page_number":15,"box":{"x":88,"y":660,"width":170,"height":11}},{"id":"e42cf218-68a4-4413-9ca1-aef83eb2a0f0","block_type":"box","text":"section of each Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":15,"box":{"x":264,"y":660,"width":651,"height":12}},{"id":"98830368-36c7-458a-a562-7f7eea99c9e3","block_type":"box","text":"conjunction with, that section of the applicable Prospectus.","page_number":15,"box":{"x":89,"y":675,"width":415,"height":12}},{"id":"3e4a92cd-c232-4dfc-ab0e-af04d9e95d7a","block_type":"box","text":"Shares of each Fund are listed for trading, and trade throughout the day, on the Listing Exchange and in other secondary","page_number":15,"box":{"x":88,"y":702,"width":844,"height":12}},{"id":"9a00ff12-b867-4dc0-9388-3c19bd721a03","block_type":"box","text":"markets. Shares of the Funds may also be listed on certain non-U.S. exchanges. There can be no assurance that the","page_number":15,"box":{"x":89,"y":717,"width":806,"height":12}},{"id":"4438573a-640d-46a5-b842-ee132942b801","block_type":"box","text":"requirements of the Listing Exchange necessary to maintain the listing of shares of any Fund will continue to be met. The","page_number":15,"box":{"x":89,"y":732,"width":847,"height":12}},{"id":"b93ca18b-c5d2-455e-afb4-0b301a9eccda","block_type":"box","text":"Listing Exchange may, but is not required to, remove the shares of a Fund from listing if, among other things: (i) following the","page_number":15,"box":{"x":89,"y":747,"width":875,"height":12}},{"id":"bddbdbae-96db-4838-bb63-7befdf9f3727","block_type":"box","text":"initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50 record and/or","page_number":15,"box":{"x":89,"y":762,"width":878,"height":12}},{"id":"bc4dbd15-9f29-409e-8663-97973e847e9f","block_type":"box","text":"beneficial owners of shares of a Fund; (ii) a Fund is no longer eligible to operate in reliance on Rule 6c-11 under the","page_number":15,"box":{"x":89,"y":777,"width":803,"height":12}},{"id":"18810827-a670-4f21-b50f-189ccc7ad0c2","block_type":"box","text":"Investment Company Act; (iii) any of the other listing requirements are not continuously maintained; or (iv) any event shall","page_number":15,"box":{"x":89,"y":792,"width":857,"height":13}},{"id":"e109a2b4-9a21-4a03-8112-5532f35da4d4","block_type":"box","text":"occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing Exchange","page_number":15,"box":{"x":89,"y":807,"width":847,"height":13}},{"id":"e0fca9f0-3fde-4bcb-ab43-003bb2e537e1","block_type":"box","text":"inadvisable. The Listing Exchange will also remove shares of a Fund from listing and trading upon termination of the Fund.","page_number":15,"box":{"x":89,"y":822,"width":856,"height":13}},{"id":"1edc6fd7-c47f-4959-b248-fe30ea00dd68","block_type":"box","text":"1","page_number":15,"box":{"x":526,"y":894,"width":3,"height":9}},{"id":"a3c9cdfa-a797-4f25-b2c3-ce9a53542c59","block_type":"box","text":"As in the case of other publicly-traded securities, when you buy or sell shares of a Fund through a broker, you may incur a","page_number":16,"box":{"x":88,"y":44,"width":852,"height":12}},{"id":"22b42dee-308c-41b0-bc3b-9f95d6a3922d","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":16,"box":{"x":89,"y":59,"width":524,"height":12}},{"id":"a60ecf5f-107c-418f-9062-ef08ee845584","block_type":"box","text":"The Trust reserves the right to adjust the share price of the Funds in the future to maintain convenient trading ranges for","page_number":16,"box":{"x":88,"y":85,"width":845,"height":13}},{"id":"c9262fe9-efa2-4828-a9eb-ad0e24bf0b30","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":16,"box":{"x":89,"y":101,"width":859,"height":12}},{"id":"e19a8e1b-861c-477c-817c-0d4852713a78","block_type":"box","text":"on the net assets of the Funds or an investor’s equity interest in the Funds.","page_number":16,"box":{"x":89,"y":116,"width":520,"height":12}},{"id":"11f33d97-518a-43e1-b8ce-791943e2a68f","block_type":"box","text":"Investment Strategies and Risks","page_number":16,"box":{"x":91,"y":146,"width":531,"height":30}},{"id":"1582c475-7353-4440-8c29-13eec602b789","block_type":"box","text":"Each Fund seeks to achieve its investment objective by investing a substantial portion of its assets in one Underlying Fund:","page_number":16,"box":{"x":89,"y":188,"width":855,"height":12}},{"id":"7257408b-a459-4a6a-8bca-fcd6d482da4c","block_type":"box","text":"the iShares MSCI EAFE ETF (“EFA”), iShares MSCI ACWI ex U.S. ETF (“ACWX”) or the iShares MSCI EAFE Small-Cap ETF","page_number":16,"box":{"x":88,"y":203,"width":832,"height":12}},{"id":"7255ef9e-6fd0-4612-95e7-6cffd9a99cbe","block_type":"box","text":"(“SCZ”) (each, an “Underlying Fund”), as applicable. Each Fund may also invest in securities and other instruments that","page_number":16,"box":{"x":89,"y":218,"width":837,"height":12}},{"id":"ac4c84ad-ac86-43cc-b7c4-ceb2008600d9","block_type":"box","text":"compose its Underlying Index and in investments that provide substantially similar exposure to securities in the Underlying","page_number":16,"box":{"x":89,"y":233,"width":858,"height":12}},{"id":"ae057edb-1a3b-44c8-a6ce-7852e35c59e7","block_type":"box","text":"Index. Each Fund also seeks to track the currency hedging transactions embedded in its Underlying Index by entering into","page_number":16,"box":{"x":89,"y":248,"width":852,"height":12}},{"id":"2bad75fc-5cee-42df-9b08-a4e7f2a24dc9","block_type":"box","text":"currency forward contracts and other instruments. Each Fund operates as an index fund and is not actively managed.","page_number":16,"box":{"x":89,"y":263,"width":822,"height":12}},{"id":"fb96f188-0b62-41aa-aa8d-8d571c0b9d62","block_type":"box","text":"Adverse performance of a security or currency hedging transaction in a Fund’s portfolio will ordinarily not result in the","page_number":16,"box":{"x":88,"y":278,"width":828,"height":13}},{"id":"ae3f0586-11b4-4500-b4d8-da1b4676b787","block_type":"box","text":"elimination of the security or currency hedging transaction from the Fund’s portfolio.","page_number":16,"box":{"x":89,"y":293,"width":594,"height":13}},{"id":"9d78312b-dc0d-4e5e-a587-d2d856e7e40e","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":16,"box":{"x":89,"y":320,"width":812,"height":12}},{"id":"72c03e8c-effd-48e1-9a95-7603e551c24a","block_type":"box","text":"collective investment profile similar to that of the securities or other instruments comprising the Fund’s Underlying Index.","page_number":16,"box":{"x":89,"y":335,"width":850,"height":12}},{"id":"f6451b2f-61c2-4dc6-910c-c17eb44982f5","block_type":"box","text":"Securities selected have aggregate investment characteristics (based on market capitalization and industry weightings),","page_number":16,"box":{"x":88,"y":350,"width":837,"height":12}},{"id":"1de5961b-4d15-4238-8885-3fc900f42d88","block_type":"box","text":"fundamental characteristics (such as return variability, earnings valuation and yield) and liquidity measures similar to those","page_number":16,"box":{"x":88,"y":365,"width":862,"height":12}},{"id":"279e848c-707f-4993-af5f-d2449405f910","block_type":"box","text":"of the Fund’s Underlying Index. A fund that uses representative sampling generally does not hold all of the securities that are","page_number":16,"box":{"x":89,"y":380,"width":872,"height":13}},{"id":"d6114904-5b23-402e-af24-7bab3ec64347","block_type":"box","text":"in its underlying index.","page_number":16,"box":{"x":89,"y":395,"width":157,"height":13}},{"id":"5fe44eba-5228-4e46-80a7-5042e772a86c","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":16,"box":{"x":88,"y":422,"width":851,"height":12}},{"id":"949c86d8-f7cf-4132-b778-d171bd4f1d22","block_type":"box","text":"described below.","page_number":16,"box":{"x":89,"y":437,"width":116,"height":10}},{"id":"a5d027e2-132e-445c-9462-8b13a90d4da9","block_type":"box","text":"Each Fund generally will invest at least 80% of its assets in the component securities (including indirect investments through","page_number":16,"box":{"x":89,"y":463,"width":872,"height":13}},{"id":"8d8aba05-68e9-4f93-ad88-54da7a9c5fc5","block_type":"box","text":"an Underlying Fund) and other instruments of the Underlying Index and in investments that have economic characteristics","page_number":16,"box":{"x":89,"y":479,"width":858,"height":12}},{"id":"92fb71da-21ef-492f-ae8a-85acf44b786c","block_type":"box","text":"that are substantially identical to the component securities of its Underlying Index (","page_number":16,"box":{"x":88,"y":494,"width":584,"height":12}},{"id":"9a7066c7-7e00-4c2a-b64e-7ba60270147a","block_type":"box","text":"i.e.","page_number":16,"box":{"x":673,"y":495,"width":17,"height":8}},{"id":"076455d9-b905-4a1d-a6b2-e023734304c1","block_type":"box","text":", depositary receipts representing","page_number":16,"box":{"x":693,"y":494,"width":231,"height":12}},{"id":"8f43f76d-0021-4248-a683-41517e9a9273","block_type":"box","text":"securities of the Underlying Index) and may invest up to 20% of its assets in certain futures, options and swap contracts,","page_number":16,"box":{"x":89,"y":509,"width":843,"height":12}},{"id":"f6f9c971-9cd1-4dfc-b5c1-70efe4964c02","block_type":"box","text":"cash and cash equivalents, including shares of money market funds advised by BFA or its affiliates, as well as in securities not","page_number":16,"box":{"x":89,"y":524,"width":875,"height":12}},{"id":"82ee0c67-30f1-4b22-8d0d-a017c85835eb","block_type":"box","text":"included in the Underlying Index, but which BFA believes will help the Fund track its Underlying Index. Components of the","page_number":16,"box":{"x":89,"y":539,"width":852,"height":12}},{"id":"a21f16ca-0221-481c-bd54-9dee5c891ec6","block_type":"box","text":"Underlying Index include equity securities and currency forward contracts both deliverable and nondeliverable designed to","page_number":16,"box":{"x":89,"y":554,"width":857,"height":12}},{"id":"ebe040bb-3a94-4293-b7ac-bc6ec9a7f328","block_type":"box","text":"hedge non U.S. currency fluctuations against the U.S. dollar. The notional exposure to currency forward contracts (both","page_number":16,"box":{"x":89,"y":569,"width":835,"height":13}},{"id":"44e983de-0b91-4430-8523-a4c23178b2b6","block_type":"box","text":"deliverable and nondeliverable) generally will be a short position that hedges the currency risk of the equity portfolio. Cash","page_number":16,"box":{"x":89,"y":584,"width":855,"height":13}},{"id":"55cce8a0-61c2-4e0a-910a-92d94fb8630b","block_type":"box","text":"and cash equivalent investments associated with a derivative position will be treated as part of that position for the purposes","page_number":16,"box":{"x":89,"y":599,"width":872,"height":13}},{"id":"829a14f1-4133-4854-bc85-8dd2bcdbcba4","block_type":"box","text":"of calculating the percentage of investments included in the Underlying Index. Each Fund seeks to track the investment","page_number":16,"box":{"x":89,"y":615,"width":834,"height":12}},{"id":"2b688e3f-1567-48d1-837d-15cea3294040","block_type":"box","text":"results of its Underlying Index before fees and expenses of the Fund.","page_number":16,"box":{"x":89,"y":630,"width":477,"height":12}},{"id":"6bb64778-cea1-4f03-984f-f9ec47db7145","block_type":"box","text":"Each Underlying Index is 100% hedged to the U.S. dollar by selling each foreign non-U.S. dollar currency forward at the one","page_number":16,"box":{"x":89,"y":656,"width":868,"height":13}},{"id":"e7130708-282e-4664-98e5-c8cb5dcab5e9","block_type":"box","text":"month Forward weight in order to create a “hedge” against fluctuations in the relative value of the non-U.S. dollar","page_number":16,"box":{"x":89,"y":671,"width":795,"height":13}},{"id":"c3346c6d-ebfb-4964-b2c8-23d6c91dca4c","block_type":"box","text":"component currencies in relation to the U.S. dollar. A currency forward contract is an over-the-counter (“OTC”) contract","page_number":16,"box":{"x":89,"y":686,"width":841,"height":13}},{"id":"8fc21743-6fda-4031-8691-86300b028fc3","block_type":"box","text":"between two parties to buy or sell a specified amount of a specific currency in the future at an agreed-upon exchange rate.","page_number":16,"box":{"x":89,"y":702,"width":859,"height":12}},{"id":"b4425914-c126-46d8-92a8-9ad429fee9cc","block_type":"box","text":"The hedge is reset monthly by MSCI and is not adjusted intra-month based on movement in the value of the component","page_number":16,"box":{"x":88,"y":717,"width":844,"height":12}},{"id":"9b4000ad-c941-4275-8116-2dd2d4abc757","block_type":"box","text":"equity securities and/or currencies. The Underlying Index may therefore be slightly “over-hedged” (if equity values decline) or","page_number":16,"box":{"x":89,"y":732,"width":879,"height":12}},{"id":"54a2ca74-90e1-47d8-8e0a-fdf0ad650ba6","block_type":"box","text":"“under-hedged” (if the equity values increase) between the month-end rebalances. The Underlying Index is designed to have","page_number":16,"box":{"x":89,"y":747,"width":874,"height":12}},{"id":"c61558d8-7b2d-4568-8408-a084d7b9ef17","block_type":"box","text":"higher returns than an equivalent unhedged investment when the non- U.S. dollar component currencies are weakening","page_number":16,"box":{"x":89,"y":762,"width":841,"height":12}},{"id":"85f80507-db3e-4e26-a6cf-86e18f84c70b","block_type":"box","text":"relative to the U.S. dollar and appreciation in some of the non-U.S. dollar component currencies does not exceed the","page_number":16,"box":{"x":89,"y":777,"width":813,"height":12}},{"id":"a630139e-36ce-4569-af33-46b3839e967f","block_type":"box","text":"aggregate depreciation of the others. Conversely, the Underlying Index is designed to have lower returns than an equivalent","page_number":16,"box":{"x":89,"y":792,"width":863,"height":13}},{"id":"39634456-c9d6-42cf-8422-dcaf4507b76d","block_type":"box","text":"unhedged investment when the non-U.S. dollar component currencies are rising relative to the U.S. dollar.","page_number":16,"box":{"x":89,"y":807,"width":739,"height":13}},{"id":"69df0018-713f-4260-88b8-4c35315916b0","block_type":"box","text":"In order to track the hedging component of its Underlying Index, each Fund intends to enter into foreign currency forward","page_number":16,"box":{"x":89,"y":834,"width":854,"height":12}},{"id":"a4161618-4044-49a2-9c06-afdbdfed17d2","block_type":"box","text":"contracts designed to offset each Fund’s exposure to the non-U.S. dollar component currencies. A foreign currency forward","page_number":16,"box":{"x":89,"y":849,"width":865,"height":12}},{"id":"776ebe21-e4c8-401c-bc91-42ff84da1815","block_type":"box","text":"contract is an over-the-counter (OTC) contract between two parties, each of which is an eligible contract participant, as","page_number":16,"box":{"x":89,"y":864,"width":837,"height":12}},{"id":"6882db6a-9587-4094-8967-8de9c328681b","block_type":"box","text":"2","page_number":16,"box":{"x":525,"y":894,"width":7,"height":9}},{"id":"15f711db-35da-4b65-a4ba-98c190aac68b","block_type":"box","text":"defined in the Commodity Exchange Act (CEA), to buy or sell a specified amount of a specific currency in the future at an","page_number":17,"box":{"x":89,"y":44,"width":847,"height":12}},{"id":"f20b9cc0-aa58-4868-a0ba-e5d1aa85d4ea","block_type":"box","text":"agreed upon exchange rate. A Fund’s exposure to foreign currency forward contracts is based on the aggregate exposure of","page_number":17,"box":{"x":89,"y":59,"width":869,"height":12}},{"id":"8da5cada-dce0-4fdb-b2f1-907cf2ec760e","block_type":"box","text":"a Fund to the non-U.S. dollar component currencies. While this approach is designed to minimize the impact of currency","page_number":17,"box":{"x":89,"y":74,"width":844,"height":12}},{"id":"9d6eb44e-d234-484f-9738-00e687751f2a","block_type":"box","text":"fluctuations on Fund returns, it does not necessarily eliminate a Fund’s exposure to the non-U.S. dollar component","page_number":17,"box":{"x":88,"y":89,"width":805,"height":13}},{"id":"3d2d6610-b951-41e2-b5bc-44efa01f1aa5","block_type":"box","text":"currencies. The return of the foreign currency forward contracts may not perfectly offset the actual fluctuations between the","page_number":17,"box":{"x":89,"y":104,"width":871,"height":13}},{"id":"1e8f2c0f-7c25-4ca7-8c19-4470ad4aa64f","block_type":"box","text":"non-U.S. dollar component currencies and the U.S. dollar.","page_number":17,"box":{"x":89,"y":119,"width":400,"height":13}},{"id":"e9ba394c-b874-4452-8643-3b97470d1a27","block_type":"box","text":"Each Fund may also use non-deliverable forward contracts (“NDFs”) to execute its hedging transactions. NDFs are cash","page_number":17,"box":{"x":89,"y":146,"width":841,"height":12}},{"id":"20e63e00-039f-4cd9-9b72-d31152a63895","block_type":"box","text":"settled, short-term forward contracts that may be thinly traded or are denominated in non-convertible foreign currencies,","page_number":17,"box":{"x":89,"y":161,"width":849,"height":12}},{"id":"0ef30f7a-a3d9-446a-a26f-95be14c7efac","block_type":"box","text":"where the profit or loss at the time of settlement date is calculated by taking the difference between the agreed upon","page_number":17,"box":{"x":88,"y":176,"width":818,"height":13}},{"id":"a902edd2-9c74-4f51-8237-7ae57e12356c","block_type":"box","text":"exchange rate and the spot rate at the time of settlement, for an agreed upon notional amount of funds. NDFs generally have","page_number":17,"box":{"x":89,"y":191,"width":875,"height":13}},{"id":"7af04291-8393-4901-b839-82252c5bdc19","block_type":"box","text":"a fixing date and a settlement date. The fixing date is the valuation date at which the difference between the prevailing","page_number":17,"box":{"x":89,"y":206,"width":828,"height":13}},{"id":"fcd4f5e2-95fd-49fa-9973-f3c1e46813d9","block_type":"box","text":"market exchange rate and the agreed upon exchange rate is calculated. The settlement date is the date by which the","page_number":17,"box":{"x":89,"y":222,"width":816,"height":12}},{"id":"6718bb43-a7bd-4d8f-a521-90ad0e53cda9","block_type":"box","text":"payment of the difference is due to the party receiving payment. NDFs are commonly quoted for time periods ranging from","page_number":17,"box":{"x":89,"y":237,"width":859,"height":12}},{"id":"a59778d4-27c8-43f0-a28f-0046b0ea95c6","block_type":"box","text":"one month to up to two years, and are normally quoted and settled in U.S. dollars. They are often used to gain exposure to","page_number":17,"box":{"x":89,"y":252,"width":856,"height":12}},{"id":"c9ca7936-8bbf-46c8-9871-85e6137b0c08","block_type":"box","text":"and/or hedge exposure to foreign currencies that are not internationally traded.","page_number":17,"box":{"x":89,"y":267,"width":558,"height":12}},{"id":"7f62ba46-26e6-4470-8b16-9d091cd8716b","block_type":"box","text":"Foreign currency forward contracts and NDFs are subject to regulation under Title VII of the Dodd-Frank Wall Street Reform","page_number":17,"box":{"x":89,"y":293,"width":863,"height":13}},{"id":"64320e7c-eb94-46d6-a687-2dbd8e013a7e","block_type":"box","text":"and Consumer Protection Act (the “Dodd-Frank Act”) in the U.S. and under comparable regimes in Europe, Asia and other","page_number":17,"box":{"x":89,"y":308,"width":856,"height":13}},{"id":"3fcc8ff0-2afb-4411-8da3-e22db2826ced","block_type":"box","text":"non-U.S. jurisdictions. Physically-settled forwards between eligible contract participants, such as a Fund, are generally subject","page_number":17,"box":{"x":89,"y":324,"width":878,"height":12}},{"id":"d10a999d-c981-43a6-8c9a-6b9006f91860","block_type":"box","text":"to lighter regulation in the U.S. than NDFs and cash-settled foreign currency forward contracts. Under the Dodd-Frank Act,","page_number":17,"box":{"x":88,"y":339,"width":858,"height":12}},{"id":"a9c39ebf-9d30-414c-8816-ffe102e1731b","block_type":"box","text":"NDFs are regulated as swaps and are not excluded from the rules requiring central clearing and mandatory trading on an","page_number":17,"box":{"x":89,"y":354,"width":845,"height":12}},{"id":"a5d655fd-f393-4873-bfdd-aeb2928f1641","block_type":"box","text":"exchange or facility that is regulated by the Commodity Futures Trading Commission (the “CFTC”). However, NDFs are not","page_number":17,"box":{"x":89,"y":369,"width":857,"height":12}},{"id":"1cbe1a00-7bf4-428c-97f7-52c5999cf5e0","block_type":"box","text":"required to be cleared or traded on an exchange at the time because the CFTC has not issued a clearing determination for","page_number":17,"box":{"x":89,"y":384,"width":852,"height":12}},{"id":"23069387-9021-4e8e-8f9e-74c6740aaefc","block_type":"box","text":"them. NDFs traded in the OTC market are also subject to margin requirements. The Dodd-Frank Act and the regulations","page_number":17,"box":{"x":88,"y":399,"width":838,"height":13}},{"id":"76f62668-4b0e-44c0-b3fd-8914a6a81321","block_type":"box","text":"adopted thereunder that may apply to a Fund could adversely impact the cost to each Fund of hedging currency risk and, as","page_number":17,"box":{"x":89,"y":414,"width":869,"height":13}},{"id":"a6fd84fd-dd79-4082-b62a-7882957f3345","block_type":"box","text":"a result, may affect returns to investors in a Fund.","page_number":17,"box":{"x":89,"y":429,"width":344,"height":13}},{"id":"e3c38bde-a9e6-4d18-a4a0-1954a177ff83","block_type":"box","text":"Set forth below is more detailed information regarding types of instruments in which a Fund or its Underlying Fund may","page_number":17,"box":{"x":88,"y":456,"width":841,"height":12}},{"id":"0f9797c0-3df0-4d26-a53d-995f0227cf62","block_type":"box","text":"invest, strategies BFA may employ in pursuit of a Fund’s or its Underlying Fund’s investment objective and related risks.","page_number":17,"box":{"x":89,"y":471,"width":832,"height":12}},{"id":"38a9514d-ff2f-4abc-b855-8b6703e93054","block_type":"box","text":"Borrowing.","page_number":17,"box":{"x":89,"y":498,"width":78,"height":12}},{"id":"e2d139ef-3475-457a-9758-9fc79284adb4","block_type":"box","text":"Each Fund may borrow for temporary or emergency purposes, including to meet payments due from","page_number":17,"box":{"x":177,"y":497,"width":705,"height":13}},{"id":"401db88e-3c34-489d-a63c-527d2ed4492f","block_type":"box","text":"redemptions or to facilitate the settlement of securities or other transactions. The iShares Currency Hedged MSCI EAFE ETF,","page_number":17,"box":{"x":89,"y":513,"width":865,"height":12}},{"id":"d68ff3e6-44aa-4364-a1ef-bea335fc09e8","block_type":"box","text":"along with certain other iShares funds, have entered into a syndicated line of credit with the Bank of New York Mellon","page_number":17,"box":{"x":89,"y":528,"width":821,"height":12}},{"id":"8b8a9f05-2f01-45c1-8ee1-620e7ea72c5e","block_type":"box","text":"(“BNY”), which serves as administrative agent for itself and the other banks. The syndicated line of credit may be used for","page_number":17,"box":{"x":89,"y":543,"width":850,"height":12}},{"id":"0e1812a0-814c-4300-9f3f-5856e1c76f63","block_type":"box","text":"temporary or emergency purposes, including redemption, settlement of trades and rebalancing of portfolio holdings.","page_number":17,"box":{"x":88,"y":558,"width":818,"height":12}},{"id":"3ed55336-20de-44ed-8eaa-94bae468fa42","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":17,"box":{"x":89,"y":584,"width":864,"height":13}},{"id":"1c33fbcc-82de-4658-8ec3-63a40fd0930d","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":17,"box":{"x":89,"y":599,"width":870,"height":13}},{"id":"c3c79ccf-748b-407d-9686-42975c7c814e","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":17,"box":{"x":89,"y":615,"width":806,"height":12}},{"id":"f3717e2a-e1fb-4bc3-9871-75fc47d8aedd","block_type":"box","text":"The purchase of securities while borrowings are outstanding may have the effect of leveraging a Fund. The incurrence of","page_number":17,"box":{"x":88,"y":641,"width":846,"height":12}},{"id":"4351f901-4c2e-4490-b864-344b1b310ae3","block_type":"box","text":"leverage increases a Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce net income.","page_number":17,"box":{"x":89,"y":656,"width":852,"height":13}},{"id":"e25d1c1a-c8cb-4c17-a264-d1001891d1db","block_type":"box","text":"Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in the","page_number":17,"box":{"x":89,"y":671,"width":870,"height":13}},{"id":"3556af5d-025b-43a7-98d0-cf7d20634432","block_type":"box","text":"NAV of Fund shares and in the yield on a Fund’s portfolio. In addition, the interest expenses from borrowings may exceed the","page_number":17,"box":{"x":89,"y":686,"width":874,"height":13}},{"id":"7d2d0b2a-d6c6-4aab-8d9a-f9504a49baa0","block_type":"box","text":"income generated by a Fund’s portfolio and, therefore, the amount available (if any) for distribution to shareholders as","page_number":17,"box":{"x":89,"y":702,"width":826,"height":12}},{"id":"a11537fc-b19c-4c4d-8ef0-8f1da922700d","block_type":"box","text":"dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the benefits to a Fund’s","page_number":17,"box":{"x":89,"y":717,"width":871,"height":12}},{"id":"86b0089d-e8e0-41dd-8a6b-082a45dd9626","block_type":"box","text":"shareholders will outweigh the current reduced return.","page_number":17,"box":{"x":89,"y":732,"width":381,"height":12}},{"id":"429d8a69-65a0-4f3d-bfb9-5efdc93d4630","block_type":"box","text":"Certain types of borrowings by a Fund must be made from a bank or may result in a Fund being subject to covenants in","page_number":17,"box":{"x":89,"y":758,"width":835,"height":13}},{"id":"6661e362-91f7-4721-8cbc-8331f6256634","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":17,"box":{"x":89,"y":773,"width":873,"height":13}},{"id":"2f4c8108-1740-4ad6-b393-d0db050c77a0","block_type":"box","text":"observance of such covenants would impede BFA’s management of a Fund’s portfolio in accordance with a Fund’s","page_number":17,"box":{"x":89,"y":788,"width":800,"height":13}},{"id":"3e8cbe57-dfbb-4778-a49d-f9710dcba50a","block_type":"box","text":"investment objectives and policies. However, a breach of any such covenants not cured within the specified cure period may","page_number":17,"box":{"x":89,"y":804,"width":868,"height":12}},{"id":"5de750e2-977a-4155-a600-b047ef0d247b","block_type":"box","text":"result in acceleration of outstanding indebtedness and require a Fund to dispose of portfolio investments at a time when it","page_number":17,"box":{"x":89,"y":819,"width":856,"height":12}},{"id":"47b3933f-ab9b-439d-967d-0b5f3d98bf01","block_type":"box","text":"may be disadvantageous to do so.","page_number":17,"box":{"x":89,"y":834,"width":237,"height":12}},{"id":"b4dd9154-904a-4e72-ad52-d29647cfb4c2","block_type":"box","text":"3","page_number":17,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"39cd87d3-0104-4ae7-ac51-8b42eb683b71","block_type":"box","text":"Currency Transactions.","page_number":18,"box":{"x":89,"y":44,"width":166,"height":12}},{"id":"ad431e7f-065f-4da2-a328-f1d7774df0e1","block_type":"box","text":"A currency forward contract is an OTC obligation to purchase or sell a specific currency at a future","page_number":18,"box":{"x":264,"y":44,"width":688,"height":12}},{"id":"c22fce1c-6e55-4f41-8ba7-f47fce9d2f1f","block_type":"box","text":"date, which may be any fixed number of days greater than two days from the date on which the contract is agreed upon by","page_number":18,"box":{"x":89,"y":59,"width":862,"height":12}},{"id":"53e9bf69-ebaa-4381-8a0a-a19c1fce32a3","block_type":"box","text":"the parties, at a price set at the time of the contract. A non-deliverable currency forward is an OTC currency forward settled in","page_number":18,"box":{"x":88,"y":74,"width":879,"height":12}},{"id":"3211dfc9-97fb-4a90-b3f7-f89690294429","block_type":"box","text":"a specified currency, on a specified date, based on the difference between the agreed-upon exchange rate and the market","page_number":18,"box":{"x":89,"y":89,"width":851,"height":13}},{"id":"0db82e48-d783-4494-9565-4a23a8f6420a","block_type":"box","text":"exchange rate. A currency futures contract is a contract that trades on an organized futures exchange involving an obligation","page_number":18,"box":{"x":89,"y":104,"width":874,"height":13}},{"id":"70c10123-9a03-404d-bc38-385583c6b9e0","block_type":"box","text":"to deliver or acquire a specified amount of a specific currency, at a specified price and at a specified future time. Currency","page_number":18,"box":{"x":88,"y":119,"width":850,"height":13}},{"id":"494c3b9d-2f69-4eac-8d97-8a15a50e6430","block_type":"box","text":"futures contracts may be settled on a net cash payment basis rather than by the sale and delivery of the underlying currency.","page_number":18,"box":{"x":88,"y":135,"width":872,"height":12}},{"id":"e37e5108-2a58-4fa0-91b8-ee7de94183c4","block_type":"box","text":"The Funds expect to engage in currency transactions for the purpose of hedging against declines in the value of the Funds’","page_number":18,"box":{"x":88,"y":150,"width":862,"height":12}},{"id":"c7f4d324-09e3-4318-b168-97a4e14ede75","block_type":"box","text":"assets that are denominated in a non-U.S. currency. A Fund may also enter into physically-settled non-U.S. currency","page_number":18,"box":{"x":89,"y":165,"width":811,"height":12}},{"id":"cdb4adaa-c36a-45d5-b0b4-3765f518e91d","block_type":"box","text":"forwards, non-U.S. currency futures and spot currency transactions to facilitate local securities settlements or to protect","page_number":18,"box":{"x":88,"y":180,"width":841,"height":12}},{"id":"1729fe52-fc64-44ec-8665-3193b1fbcf4e","block_type":"box","text":"against currency exposure in connection with its distributions to shareholders.","page_number":18,"box":{"x":89,"y":195,"width":549,"height":12}},{"id":"76debf2e-e718-4bda-a886-7d60a723cf02","block_type":"box","text":"Foreign exchange transactions may involve a significant degree of risk and the markets in which foreign exchange","page_number":18,"box":{"x":89,"y":222,"width":796,"height":12}},{"id":"792397b5-5e85-4b2d-a7c0-d67ad83d9f1f","block_type":"box","text":"transactions are effected may be highly volatile, highly specialized and highly technical. Significant changes, including","page_number":18,"box":{"x":88,"y":237,"width":822,"height":12}},{"id":"8f2373db-d072-4174-aa9b-23410767434d","block_type":"box","text":"changes in liquidity and prices, can occur in such markets within very short periods of time, often within minutes. Foreign","page_number":18,"box":{"x":89,"y":252,"width":850,"height":12}},{"id":"3748a8c9-fec3-4fbb-9764-4159d9f2c7f9","block_type":"box","text":"exchange trading risks include, but are not limited to, exchange rate risk, counterparty risk, maturity gap, interest rate risk,","page_number":18,"box":{"x":89,"y":267,"width":854,"height":12}},{"id":"8a5b8d3a-29a5-417b-8c72-9cd113d5df3f","block_type":"box","text":"and potential interference by foreign governments through regulation of local exchange markets, foreign investment or","page_number":18,"box":{"x":89,"y":282,"width":834,"height":12}},{"id":"278aea1f-33dc-41cc-8ed5-5fe9441db2f1","block_type":"box","text":"particular transactions in non-U.S. currency. If BFA utilizes foreign exchange transactions at an inappropriate time or judges","page_number":18,"box":{"x":89,"y":297,"width":862,"height":12}},{"id":"36af009e-3c84-4046-86de-afaef96e18fc","block_type":"box","text":"market conditions, trends or correlations incorrectly, foreign exchange transactions may not serve their intended purpose of","page_number":18,"box":{"x":89,"y":312,"width":869,"height":13}},{"id":"1d6deb92-0115-4070-886d-e948f1a11d26","block_type":"box","text":"improving the correlation of a Fund’s return with the performance of its Underlying Index and may lower the Fund’s return. A","page_number":18,"box":{"x":89,"y":327,"width":876,"height":13}},{"id":"0306fa1f-3f70-4821-9710-922c084b9561","block_type":"box","text":"Fund could experience losses if the value of its currency forwards and other currency transaction positions were poorly","page_number":18,"box":{"x":89,"y":342,"width":833,"height":13}},{"id":"03884f9c-7f30-4af3-9c4d-48ae10e9ff03","block_type":"box","text":"correlated with its other investments or with its other currency hedges or if it could not close out its positions because of an","page_number":18,"box":{"x":89,"y":358,"width":867,"height":12}},{"id":"d7fa9426-275a-46c4-9774-9721b90998d6","block_type":"box","text":"illiquid market or otherwise. In addition, each Fund could incur transaction costs, including trading commissions, in","page_number":18,"box":{"x":89,"y":373,"width":808,"height":12}},{"id":"3ec57395-6d21-4753-b154-8a6a9580a9cc","block_type":"box","text":"connection with non-U.S. currency transactions. Similarly, because the Fund seeks to hedge currency risk in accordance with","page_number":18,"box":{"x":89,"y":388,"width":874,"height":12}},{"id":"56b09366-5a95-4e18-83e0-041db4b59ef3","block_type":"box","text":"the Underlying Index, investors will not share in appreciation in the securities comprising the Underlying Index to the extent","page_number":18,"box":{"x":88,"y":403,"width":866,"height":12}},{"id":"9bf2f6e4-c4d9-43d6-b594-9ace6ad8e06a","block_type":"box","text":"that such appreciation is due to increases in the currency value of the underlying securities.","page_number":18,"box":{"x":88,"y":418,"width":640,"height":12}},{"id":"a5118ba4-a837-414e-a5b2-28691f070dd8","block_type":"box","text":"Derivatives.","page_number":18,"box":{"x":89,"y":445,"width":82,"height":9}},{"id":"19d6fea8-b4eb-4e43-b70e-bdc167710ee4","block_type":"box","text":"Certain of the Funds may use instruments referred to as derivatives. Derivatives are financial instruments the","page_number":18,"box":{"x":180,"y":445,"width":760,"height":12}},{"id":"c9c6a2e9-197d-49d1-b522-82779fe2f66f","block_type":"box","text":"value of which is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value","page_number":18,"box":{"x":88,"y":460,"width":879,"height":12}},{"id":"a2a51f66-0f9c-4368-877f-cccd93c238fc","block_type":"box","text":"or rates, such as the S&P 500 Index or the prime lending rate). Derivatives allow a Fund to increase or decrease the level of","page_number":18,"box":{"x":89,"y":475,"width":857,"height":12}},{"id":"4b2b80c7-0a68-43cc-be41-2ef4bf3a7f96","block_type":"box","text":"risk to which a Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Funds may","page_number":18,"box":{"x":89,"y":490,"width":868,"height":12}},{"id":"d4735979-6068-449f-9813-2d411b88a434","block_type":"box","text":"use derivatives for hedging purposes. The Funds may also use derivatives for speculative purposes to seek to enhance","page_number":18,"box":{"x":89,"y":505,"width":825,"height":12}},{"id":"529b8110-c2bc-439c-9ea6-3124d502e1fa","block_type":"box","text":"returns. The use of a derivative is speculative if a Fund is primarily seeking to achieve gains, rather than to offset the risk of","page_number":18,"box":{"x":89,"y":520,"width":858,"height":12}},{"id":"ade5774c-d376-459c-9f7e-3cb7e0b27156","block_type":"box","text":"other positions. When a Fund invests in a derivative for speculative purposes, a Fund will be fully exposed to the risks of loss","page_number":18,"box":{"x":89,"y":535,"width":867,"height":13}},{"id":"4fe67bf5-6b89-4b59-8cd1-4c53d88135a7","block_type":"box","text":"of that derivative, which may sometimes be greater than the derivative’s cost. Unless otherwise permitted, a Fund may not","page_number":18,"box":{"x":89,"y":550,"width":857,"height":13}},{"id":"f82482ed-767c-44f9-a514-fe49fdff2f7c","block_type":"box","text":"use any derivatives to gain exposure to an asset or class of assets that it would be prohibited by its investment restrictions","page_number":18,"box":{"x":89,"y":565,"width":852,"height":13}},{"id":"cffe273c-d209-4c1f-8227-4f1b381a824a","block_type":"box","text":"from purchasing directly.","page_number":18,"box":{"x":88,"y":581,"width":174,"height":12}},{"id":"10fb4271-1f8c-43d1-a7b9-8758620230ba","block_type":"box","text":"Diversification Status.","page_number":18,"box":{"x":89,"y":607,"width":156,"height":10}},{"id":"4f6b678e-effd-41e7-86ef-71199f771606","block_type":"box","text":"Each Fund is classified as a diversified fund under the 1940 Act. This means that each Fund may not","page_number":18,"box":{"x":255,"y":607,"width":701,"height":12}},{"id":"cb276716-6944-45aa-8e16-5294e058989f","block_type":"box","text":"purchase securities of an issuer (other than (i) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":18,"box":{"x":89,"y":622,"width":834,"height":12}},{"id":"ac1a6a31-ad8d-4adf-90d4-69c00dd2f912","block_type":"box","text":"instrumentalities and (ii) securities of other investment companies) if, with respect to 75% of its total assets, (a) more than","page_number":18,"box":{"x":89,"y":637,"width":859,"height":13}},{"id":"0dc54776-1c4d-4b0a-8390-eb497d23692d","block_type":"box","text":"5% of the Fund’s total assets would be invested in securities of that issuer or (b) the Fund would hold more than 10% of the","page_number":18,"box":{"x":89,"y":652,"width":869,"height":13}},{"id":"8b25e9b1-6e8c-4ca6-8736-4c09b0601205","block_type":"box","text":"outstanding voting securities of that issuer. With respect to the remaining 25% of its total assets, each Fund may invest more","page_number":18,"box":{"x":89,"y":668,"width":875,"height":12}},{"id":"dab917c8-1e26-4f70-bc6f-00722cfa6e73","block_type":"box","text":"than 5% of its assets in one issuer. Under the 1940 Act, each Fund cannot change its classification from diversified to non","page_number":18,"box":{"x":88,"y":683,"width":858,"height":12}},{"id":"ea4da718-ee9e-4df8-9e65-018f4d1f0296","block_type":"box","text":"diversified without shareholder approval.","page_number":18,"box":{"x":89,"y":698,"width":284,"height":12}},{"id":"5fc0e311-a24c-4538-9887-118bea487258","block_type":"box","text":"Each Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a","page_number":18,"box":{"x":89,"y":724,"width":865,"height":13}},{"id":"467481f5-f7b6-49c6-a466-ecccb48fe2a1","block_type":"box","text":"regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue Code of 1986, as amended (the “Internal","page_number":18,"box":{"x":89,"y":739,"width":851,"height":13}},{"id":"59c792b4-b775-43d3-ae4c-50108a2d9db5","block_type":"box","text":"Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to the extent that its earnings are","page_number":18,"box":{"x":89,"y":754,"width":807,"height":13}},{"id":"9abc049c-26d0-4450-894f-002f10c829b0","block_type":"box","text":"distributed to shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the","page_number":18,"box":{"x":89,"y":770,"width":830,"height":12}},{"id":"d46feefe-a7e0-4827-9d2a-c27176f7483d","block_type":"box","text":"diversification requirements of the Internal Revenue Code may limit the investment flexibility of the Funds and may make it","page_number":18,"box":{"x":89,"y":785,"width":859,"height":12}},{"id":"c903f190-eb5b-46c9-a6d2-c18ca2b6bc69","block_type":"box","text":"less likely that the Funds will meet their respective investment objectives.","page_number":18,"box":{"x":89,"y":800,"width":509,"height":12}},{"id":"e497ed5a-f7e7-4089-95a8-e44728a2dce5","block_type":"box","text":"Futures, Options on Futures and Securities Options.","page_number":18,"box":{"x":89,"y":826,"width":371,"height":13}},{"id":"f7a0e153-c8f5-4a07-af00-d0aacb97d889","block_type":"box","text":"Futures contracts, options on futures and securities options may be","page_number":18,"box":{"x":470,"y":826,"width":473,"height":13}},{"id":"b3edc3e4-5a36-4914-9132-f3903e3af90b","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":18,"box":{"x":89,"y":841,"width":866,"height":13}},{"id":"e0b44e26-670f-4562-9503-2053eee75b52","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":18,"box":{"x":89,"y":856,"width":853,"height":13}},{"id":"54d9cd24-b7ca-4631-8c55-2b658c240f01","block_type":"box","text":"4","page_number":18,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"f8d76fb7-32b1-4d7d-bdcb-95343255728f","block_type":"box","text":"does not currently intend to use futures, options on futures or securities options for speculative purposes. Each Fund intends","page_number":19,"box":{"x":89,"y":44,"width":874,"height":12}},{"id":"fdfaf6ed-9631-40a6-a7d6-eb3abe849818","block_type":"box","text":"to use futures and options on futures in accordance with Rule 4.5 of the CFTC promulgated under the CEA. BFA, with respect","page_number":19,"box":{"x":88,"y":59,"width":877,"height":12}},{"id":"80e21702-7be8-4f77-b60a-0c8b24e98d86","block_type":"box","text":"to each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” in accordance with Rule","page_number":19,"box":{"x":88,"y":74,"width":863,"height":12}},{"id":"d0460898-42cc-42f0-83dc-615ddc21f40e","block_type":"box","text":"4.5 so that BFA, with respect to such Funds, is not subject to registration or regulation as a commodity pool operator under","page_number":19,"box":{"x":88,"y":89,"width":864,"height":13}},{"id":"a5dea2f9-f8da-463e-bb70-12887e583158","block_type":"box","text":"the CEA. See the","page_number":19,"box":{"x":88,"y":104,"width":115,"height":10}},{"id":"33a68579-2f95-4866-8b75-7c8d17af05f1","block_type":"box","text":"Regulation Regarding Derivatives","page_number":19,"box":{"x":208,"y":104,"width":231,"height":13}},{"id":"34f4cd14-021d-4a60-9a58-a4b73858ad16","block_type":"box","text":"section of this SAI for more information.","page_number":19,"box":{"x":443,"y":104,"width":281,"height":10}},{"id":"3242467e-529e-4e11-862a-dec21dbad3d4","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":19,"box":{"x":89,"y":131,"width":861,"height":12}},{"id":"cbb54a54-8eb9-4c72-a179-0f0d3a566aa5","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":19,"box":{"x":89,"y":146,"width":858,"height":12}},{"id":"ae01913b-50c4-4738-8f14-850bbd4357e7","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":19,"box":{"x":89,"y":161,"width":817,"height":12}},{"id":"a323bfaa-104f-47e9-b9fc-5fe14ff163c8","block_type":"box","text":"contracts to purchase securities indexes when BFA anticipates purchasing the underlying securities and believes prices will","page_number":19,"box":{"x":89,"y":176,"width":858,"height":13}},{"id":"ead4590d-313d-447c-a93e-e79f8de1e035","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":19,"box":{"x":89,"y":191,"width":834,"height":13}},{"id":"9dcf3aa3-9009-4550-9405-8206ec8fbc02","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":19,"box":{"x":89,"y":206,"width":878,"height":13}},{"id":"cd96ed6e-4c0a-4314-8a22-5c94c08b15c3","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":19,"box":{"x":89,"y":222,"width":846,"height":12}},{"id":"5419be9d-4366-4490-b831-910dd4e3041a","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":19,"box":{"x":89,"y":237,"width":849,"height":12}},{"id":"eab5cd43-280f-44ab-be31-ceff665614b5","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":19,"box":{"x":89,"y":252,"width":878,"height":12}},{"id":"8cac9320-042f-4944-8366-7456bf75b038","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":19,"box":{"x":89,"y":267,"width":839,"height":12}},{"id":"15383269-0007-4342-9dfc-fd8eb6c12a54","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":19,"box":{"x":89,"y":282,"width":878,"height":12}},{"id":"1fbbbdd9-5efd-4c8e-9daf-b271053bc540","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":19,"box":{"x":89,"y":297,"width":859,"height":12}},{"id":"f7753c59-06f2-4b8b-acde-babdb053e8bc","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":19,"box":{"x":89,"y":312,"width":825,"height":13}},{"id":"5f796de0-0095-470a-9804-49643f7b929c","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":19,"box":{"x":88,"y":327,"width":877,"height":13}},{"id":"a52494b3-fae6-44f6-884f-cd7290a206eb","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":19,"box":{"x":88,"y":342,"width":864,"height":13}},{"id":"245e5666-fcfc-45e1-b66b-504e87074a1d","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":19,"box":{"x":88,"y":358,"width":874,"height":12}},{"id":"955f8929-e966-41a5-a40c-9c7af5a8690b","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":19,"box":{"x":88,"y":373,"width":843,"height":12}},{"id":"94348e0f-5c09-4b68-9264-508b4f15a2d8","block_type":"box","text":"futures contract.","page_number":19,"box":{"x":88,"y":388,"width":116,"height":10}},{"id":"aee4ac0b-b952-4ed7-a08d-eea76d29eb08","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":19,"box":{"x":88,"y":414,"width":870,"height":13}},{"id":"51057b63-1732-4df2-9a0e-d5ac58303701","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":19,"box":{"x":89,"y":429,"width":855,"height":13}},{"id":"e88742b1-98e9-44e2-9706-1af703964031","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":19,"box":{"x":89,"y":445,"width":867,"height":12}},{"id":"2a8fa937-28e7-4e91-9873-8bd87122722c","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":19,"box":{"x":89,"y":460,"width":845,"height":12}},{"id":"eb9fd24e-fca4-4e0a-9fe7-d0b55f7361c4","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":19,"box":{"x":89,"y":475,"width":875,"height":12}},{"id":"bdd63d2f-517d-4363-bcdb-622e11ed665a","block_type":"box","text":"less the premium received from writing the put. Certain of the Funds may purchase and write put and call options on futures","page_number":19,"box":{"x":89,"y":490,"width":872,"height":12}},{"id":"f6bd770c-58a5-4b2f-898f-92a43a8da605","block_type":"box","text":"contracts that are traded on an exchange as a hedge against changes in value of their portfolio securities or in anticipation of","page_number":19,"box":{"x":89,"y":505,"width":876,"height":12}},{"id":"384659d8-c295-42be-89e9-3b11f6d69efb","block_type":"box","text":"the purchase of securities, and may enter into closing transactions with respect to such options to terminate existing","page_number":19,"box":{"x":88,"y":520,"width":819,"height":12}},{"id":"36a7d307-e9f0-4c31-a40d-6013639b0c33","block_type":"box","text":"positions. There is no guarantee that such closing transactions can be effected.","page_number":19,"box":{"x":89,"y":535,"width":553,"height":13}},{"id":"59ba660b-37ca-462a-9e8e-4c68b52dda66","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":19,"box":{"x":88,"y":562,"width":859,"height":12}},{"id":"9b454e94-8cff-4c27-a3c2-93f70fe4fc53","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":19,"box":{"x":89,"y":577,"width":869,"height":12}},{"id":"d9cdf0df-caf9-45fa-a3aa-0e58be4c4b80","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":19,"box":{"x":89,"y":592,"width":878,"height":12}},{"id":"b7286192-db5f-4d01-bcc7-3d3936fc9288","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":19,"box":{"x":89,"y":607,"width":873,"height":12}},{"id":"cd76c89d-65c3-4e4a-b461-7e57f619b13a","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":19,"box":{"x":89,"y":622,"width":871,"height":12}},{"id":"25e8a214-ce12-4b60-92b6-8517811a0eb2","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":19,"box":{"x":89,"y":637,"width":860,"height":13}},{"id":"43db2f18-d3df-411b-b574-e0934b3c20ac","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":19,"box":{"x":89,"y":652,"width":843,"height":13}},{"id":"219e9326-6eac-42b1-a34e-d32ec98097dd","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":19,"box":{"x":88,"y":668,"width":864,"height":12}},{"id":"71cf7d97-2088-400f-a06f-5c9e64076761","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":19,"box":{"x":88,"y":683,"width":856,"height":12}},{"id":"9e56a460-d875-4694-8cf6-b1951ec1d09d","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":19,"box":{"x":89,"y":698,"width":860,"height":12}},{"id":"e4bc5af4-2b86-423e-9ce9-533f0891b7c1","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":19,"box":{"x":89,"y":713,"width":878,"height":12}},{"id":"e7974119-ac32-4d83-b6d3-d5d7536b6c7a","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":19,"box":{"x":89,"y":728,"width":863,"height":12}},{"id":"73d41ad7-b91b-4ac0-b6c3-26e849765ef7","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":19,"box":{"x":89,"y":743,"width":868,"height":12}},{"id":"e8e3e0f2-8f47-44cc-839f-5afc59202b1c","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":19,"box":{"x":89,"y":758,"width":860,"height":13}},{"id":"7da24816-f79c-4a46-a77d-17403b65772c","block_type":"box","text":"structured to have conditions to exercise (","page_number":19,"box":{"x":89,"y":773,"width":294,"height":13}},{"id":"3b27a89e-8991-4f6b-a3d5-333cf25f0c24","block_type":"box","text":"i.e.","page_number":19,"box":{"x":384,"y":774,"width":18,"height":9}},{"id":"8f264d04-dbfd-46a9-a018-3521dd54c072","block_type":"box","text":", “Knock-in Events”) or conditions that trigger termination (","page_number":19,"box":{"x":404,"y":773,"width":416,"height":13}},{"id":"787786b1-5e12-4359-9f61-2baabb0e3389","block_type":"box","text":"i.e.","page_number":19,"box":{"x":821,"y":774,"width":18,"height":9}},{"id":"2a1caf93-ad43-498e-b25c-019e72d23cf4","block_type":"box","text":", “Knock-out","page_number":19,"box":{"x":841,"y":773,"width":88,"height":12}},{"id":"b770ad95-e220-408a-b97b-f04cd037152b","block_type":"box","text":"Events”).","page_number":19,"box":{"x":89,"y":788,"width":61,"height":13}},{"id":"017913dd-e09a-447b-8dca-6a1a4dacd061","block_type":"box","text":"Hedging.","page_number":19,"box":{"x":89,"y":815,"width":64,"height":12}},{"id":"60bd4492-8e6e-42f3-8890-62eb5f20d6cf","block_type":"box","text":"Hedging is a strategy in which a derivative is used to offset particular risks associated with other Fund holdings.","page_number":19,"box":{"x":163,"y":815,"width":779,"height":12}},{"id":"072eb0cc-cf40-41a4-bfd3-748dd505c63e","block_type":"box","text":"Losses on the other investment may be substantially reduced by gains on a derivative that reacts in an opposite manner to","page_number":19,"box":{"x":89,"y":830,"width":856,"height":12}},{"id":"90ca5d32-a9c4-4b01-b4dd-d21897b804b7","block_type":"box","text":"market movements. While hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market","page_number":19,"box":{"x":89,"y":845,"width":837,"height":12}},{"id":"a3884b48-cc37-48af-8b27-b7efb6041eb1","block_type":"box","text":"moves in a manner different from that anticipated by a Fund or Underlying Fund or if the cost of the derivative outweighs the","page_number":19,"box":{"x":89,"y":860,"width":874,"height":13}},{"id":"ab00260d-f78f-4646-bb50-00b42b10d4d8","block_type":"box","text":"5","page_number":19,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"3f658cbf-06b2-459d-85f9-2e36c25e6764","block_type":"box","text":"benefit of the hedge. Establishment of hedges, if not tailored properly or timed in accordance with market changes, may not","page_number":20,"box":{"x":89,"y":44,"width":869,"height":12}},{"id":"d7b0b408-23bc-43a6-8036-ed5ef6946c8d","block_type":"box","text":"be effective in meeting a Fund’s or Underlying Fund’s intended objectives. This is due to the fact that hedging also involves","page_number":20,"box":{"x":89,"y":59,"width":857,"height":12}},{"id":"79ec08d9-2e33-4c66-882e-d9ad9d9cd5b8","block_type":"box","text":"correlation risk,","page_number":20,"box":{"x":89,"y":74,"width":107,"height":11}},{"id":"14e411ee-6a14-4422-ba96-ad28cffcf669","block_type":"box","text":"i.e.","page_number":20,"box":{"x":201,"y":75,"width":18,"height":9}},{"id":"1e7aeb26-1e06-4518-9345-ea3b25fd5949","block_type":"box","text":", the risk that changes in the value of the derivative will not match those of the holdings being hedged as","page_number":20,"box":{"x":221,"y":74,"width":733,"height":12}},{"id":"d0b99eaa-43d1-4073-b142-dc6e6a7c2a86","block_type":"box","text":"expected by a Fund or Underlying Fund, in which case any losses on the holdings being hedged may not be reduced or may","page_number":20,"box":{"x":89,"y":89,"width":865,"height":13}},{"id":"f1e58267-be8f-457e-9aca-1bcc85b5af68","block_type":"box","text":"be increased. In connection with its trading in foreign currency forward contracts, a Fund will contract with a foreign or","page_number":20,"box":{"x":89,"y":104,"width":834,"height":13}},{"id":"6e7f3045-9f95-465f-8bff-df8f0085d83e","block_type":"box","text":"domestic bank, foreign or domestic securities dealer or other intermediary, to make or take future delivery of a specified","page_number":20,"box":{"x":89,"y":119,"width":837,"height":13}},{"id":"ae15198a-d16a-4200-9c34-c20e0106dd70","block_type":"box","text":"amount of a particular currency. Physically settled currency contracts are not subject to centralized clearing and trading","page_number":20,"box":{"x":89,"y":135,"width":835,"height":12}},{"id":"aefe5ed8-4ce5-47a9-85d3-0c0c6e0e74f4","block_type":"box","text":"requirements in the U.S. but may be in other jurisdictions. In the U.S., NDFs must be traded into foreign currency contracts on","page_number":20,"box":{"x":89,"y":150,"width":876,"height":12}},{"id":"2e174b15-1c2b-46d3-9bf7-c1b677531cc9","block_type":"box","text":"a regulated exchange or facility and cleared through a central counterparty (a “CCP”). A Fund may also be subject to position","page_number":20,"box":{"x":89,"y":165,"width":876,"height":12}},{"id":"c8bfa46b-f6ef-4b7a-9686-b6cfa7d647d6","block_type":"box","text":"limits in respect to the contracts established by a regulatory authority or exchange. There are no limitations on daily price","page_number":20,"box":{"x":89,"y":180,"width":849,"height":12}},{"id":"b589fd8f-d964-4650-a7f9-308ca1e721d4","block_type":"box","text":"moves in such foreign currency forward contracts, and banks and dealers are not required to continue to make markets in","page_number":20,"box":{"x":89,"y":195,"width":852,"height":12}},{"id":"6ef690b7-03c9-47e6-b7bb-a42b6a1252a8","block_type":"box","text":"such contracts. There have been periods during which certain banks or dealers have refused to quote prices for such foreign","page_number":20,"box":{"x":89,"y":210,"width":868,"height":13}},{"id":"0fe0fb85-43b1-41cb-a501-c5e4cc291eed","block_type":"box","text":"currency forward contracts or have quoted prices with an unusually wide spread between the price at which the bank or","page_number":20,"box":{"x":89,"y":225,"width":842,"height":13}},{"id":"b5ff5287-f9df-4bd9-846b-e04c831e0c8d","block_type":"box","text":"dealer is prepared to buy and that at which it is prepared to sell. Governmental imposition of credit controls might limit any","page_number":20,"box":{"x":89,"y":240,"width":860,"height":13}},{"id":"42ee6fa8-184a-4b51-b94a-89736eaadad9","block_type":"box","text":"such foreign currency forward contract trading. With respect to its trading of foreign currency forward contracts, if any, a","page_number":20,"box":{"x":89,"y":256,"width":845,"height":12}},{"id":"2671d110-37cb-4fd1-b8d6-cc76aa329e11","block_type":"box","text":"Fund will be subject to the risk of bank or dealer failure and the inability of, or refusal by, a bank or dealer to perform with","page_number":20,"box":{"x":89,"y":271,"width":845,"height":12}},{"id":"63164c38-2890-4c30-85b6-06029fe74af2","block_type":"box","text":"respect to such contracts or, in the case of cleared contracts, the refusal of a CCP to clear a contract that is subject to","page_number":20,"box":{"x":89,"y":286,"width":819,"height":12}},{"id":"a138b7b7-f42f-43a2-92ec-84999551f28a","block_type":"box","text":"mandatory clearing. Any such default would deprive a Fund of any potential profit or force a Fund to cover its commitments","page_number":20,"box":{"x":89,"y":301,"width":868,"height":12}},{"id":"5a41fb48-73e1-4447-a73c-7bc67e0cc827","block_type":"box","text":"for resale at the then market price and could result in a loss to a Fund. The cost to a Fund of engaging in foreign currency","page_number":20,"box":{"x":88,"y":316,"width":850,"height":12}},{"id":"5cbd8fb8-cf3a-4c8d-9c70-78d6b67ad38f","block_type":"box","text":"forward contracts varies with such factors as the currencies involved, the length of the contract period, whether the contract","page_number":20,"box":{"x":88,"y":331,"width":873,"height":12}},{"id":"b87f3ad3-2c7b-4022-88ac-f409fd0f970e","block_type":"box","text":"is cash settled and, thus, would be subject to posting and collection of margin in the U.S. and the market conditions then","page_number":20,"box":{"x":89,"y":346,"width":845,"height":13}},{"id":"daa139d9-ddc6-47cf-8e9b-312feddbbf8a","block_type":"box","text":"prevailing. The inability to close options and futures positions also could have an adverse impact on each Fund’s or","page_number":20,"box":{"x":89,"y":361,"width":804,"height":13}},{"id":"d09dd67a-ac34-406d-b765-f5f2cae6af46","block_type":"box","text":"Underlying Fund’s ability to hedge effectively its portfolio. There is also a risk of loss by a Fund or Underlying Fund of margin","page_number":20,"box":{"x":89,"y":376,"width":867,"height":13}},{"id":"ea882361-daed-4163-8785-bb17b92d2da2","block_type":"box","text":"deposits or collateral in the event of bankruptcy of a broker or other intermediary with whom a Fund or Underlying Fund has","page_number":20,"box":{"x":89,"y":392,"width":872,"height":12}},{"id":"662dd32f-66bb-409e-975c-2f86b600a009","block_type":"box","text":"an open position in a currency forward or NDF, a swap, an option, a futures contract, a related option or another hedging","page_number":20,"box":{"x":89,"y":407,"width":845,"height":12}},{"id":"241826f1-5428-4227-b0a0-553af2542e9a","block_type":"box","text":"instrument.","page_number":20,"box":{"x":89,"y":423,"width":80,"height":9}},{"id":"a1f4a169-074d-45c3-b915-9c1fdeff6ac7","block_type":"box","text":"Investments in Underlying Funds and Other Investment Companies.","page_number":20,"box":{"x":89,"y":448,"width":487,"height":13}},{"id":"aa0035f1-0d80-44ce-97a7-a8bca9fca6d8","block_type":"box","text":"To implement its strategy, each Fund may invest some","page_number":20,"box":{"x":585,"y":448,"width":380,"height":13}},{"id":"aed45817-140f-45de-9303-e2bf5be05e99","block_type":"box","text":"or all of its assets in an Underlying Fund. Each Underlying Fund generally invests directly in portfolio securities. Each Fund","page_number":20,"box":{"x":89,"y":463,"width":849,"height":13}},{"id":"2e7a0199-334f-4274-b043-06ca5ad5c312","block_type":"box","text":"may also invest in other investment companies, including exchange-traded funds (commonly referred to as “ETFs”) that are","page_number":20,"box":{"x":89,"y":479,"width":867,"height":12}},{"id":"422d9cb7-8380-4a14-9a19-31625633a036","block_type":"box","text":"not iShares ETFs, to the extent permitted by law.","page_number":20,"box":{"x":89,"y":494,"width":336,"height":12}},{"id":"184167dd-f442-479c-96aa-a057a3070483","block_type":"box","text":"Lending Portfolio Securities.","page_number":20,"box":{"x":89,"y":520,"width":202,"height":12}},{"id":"3ef494f5-8b44-48c0-8e85-1af8620ab66f","block_type":"box","text":"Each Fund and Underlying Fund may lend portfolio securities to certain borrowers that BFA","page_number":20,"box":{"x":301,"y":520,"width":637,"height":12}},{"id":"afdd5dee-8791-4dca-b416-e0c1c61810d8","block_type":"box","text":"determines to be creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in","page_number":20,"box":{"x":89,"y":535,"width":871,"height":13}},{"id":"c1aee950-aeb0-4bd9-9a94-1fa91e55c53e","block_type":"box","text":"an amount at least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of a","page_number":20,"box":{"x":89,"y":550,"width":870,"height":13}},{"id":"8eafc6b9-a7b5-4cd5-a5f9-8fd536ec1e38","block_type":"box","text":"Fund or an Underlying Fund if, as a result, the aggregate value of all securities loans of a Fund or an Underlying Fund exceeds","page_number":20,"box":{"x":89,"y":565,"width":875,"height":13}},{"id":"99603079-3329-4091-ab5c-e0c028432120","block_type":"box","text":"one-third of the value of a Fund’s or an Underlying Fund’s total assets (including the value of the collateral received). A Fund","page_number":20,"box":{"x":89,"y":581,"width":870,"height":12}},{"id":"6efac384-84d2-4b40-ad6d-01d62df8b1e6","block_type":"box","text":"or an Underlying Fund may terminate a loan at any time and obtain the return of the securities loaned. Each Fund or an","page_number":20,"box":{"x":89,"y":596,"width":833,"height":12}},{"id":"debaa167-572b-490d-b493-0e4688e9a640","block_type":"box","text":"Underlying Fund receives, by way of substitute payment, the value of any interest or cash or non-cash distributions paid on","page_number":20,"box":{"x":89,"y":611,"width":859,"height":12}},{"id":"35599451-e73a-41f6-8603-d4948fd951e8","block_type":"box","text":"the loaned securities that it would have otherwise received if the securities were not on loan.","page_number":20,"box":{"x":88,"y":626,"width":646,"height":10}},{"id":"c7e7a078-f2d3-4264-a99a-487fee8f0c36","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":20,"box":{"x":88,"y":652,"width":854,"height":13}},{"id":"5dd70a85-a785-40df-82f1-f55fe8868ab5","block_type":"box","text":"cash collateral. The Funds or the Underlying Funds are compensated by any positive difference between the amount earned","page_number":20,"box":{"x":89,"y":668,"width":865,"height":12}},{"id":"ee2b3a38-a111-4298-a1e0-3693577e9ee6","block_type":"box","text":"on the reinvestment of cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund or an","page_number":20,"box":{"x":89,"y":683,"width":872,"height":12}},{"id":"402c8823-6b71-4198-89c6-bb94383130c9","block_type":"box","text":"Underlying Fund is compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned","page_number":20,"box":{"x":89,"y":698,"width":830,"height":12}},{"id":"fe3b8915-5416-443b-8a64-ab1ec9b1892f","block_type":"box","text":"securities. Any cash collateral received by the Fund or an Underlying Fund for such loans, and uninvested cash, may be","page_number":20,"box":{"x":89,"y":713,"width":829,"height":12}},{"id":"be0a8ba7-e237-4ca5-8cc8-da9cb91298d1","block_type":"box","text":"reinvested in certain short-term instruments either directly on behalf of each Fund or an Underlying Fund or through one or","page_number":20,"box":{"x":89,"y":728,"width":866,"height":12}},{"id":"f4210b99-f9ec-46a3-9d23-06a8da20e773","block_type":"box","text":"more joint accounts or money market funds, including those affiliated with BFA; such investments are subject to investment","page_number":20,"box":{"x":89,"y":743,"width":868,"height":12}},{"id":"6e64d332-2ff9-4316-96eb-e95a43e46431","block_type":"box","text":"risk. Other investment companies in which a Fund or an Underlying Fund invests can be expected to incur fees and expenses","page_number":20,"box":{"x":89,"y":758,"width":873,"height":13}},{"id":"cfbb1eb7-c9a4-48ea-93fa-b1b06f5a211b","block_type":"box","text":"for operations, such as investment advisory and administration fees, that would be in addition to those incurred by a Fund or","page_number":20,"box":{"x":88,"y":773,"width":874,"height":13}},{"id":"2496c6fd-b9e6-47af-a748-d4ab0dbaa697","block_type":"box","text":"an Underlying Fund.","page_number":20,"box":{"x":89,"y":788,"width":140,"height":13}},{"id":"9b3df136-43bc-4cd8-a794-337171812de6","block_type":"box","text":"Each Fund and Underlying Fund conduct its securities lending pursuant to an exemptive order from the SEC permitting them","page_number":20,"box":{"x":89,"y":815,"width":873,"height":12}},{"id":"aa657bea-4fcc-465e-96f3-27ae85e5b345","block_type":"box","text":"to lend portfolio securities to borrowers affiliated with the Fund and to retain an affiliate of the Fund to act as securities","page_number":20,"box":{"x":88,"y":830,"width":833,"height":12}},{"id":"666f582d-a731-44b3-9c4f-03c974f42d8d","block_type":"box","text":"lending agent. To the extent that a Fund or an Underlying Fund engages in securities lending, BlackRock Institutional Trust","page_number":20,"box":{"x":89,"y":845,"width":857,"height":12}},{"id":"183204c8-2466-4e12-bd83-0c6ebe464583","block_type":"box","text":"Company, N.A. (“BTC”) acts as securities lending agent for the Fund or an Underlying Fund, subject to the overall supervision","page_number":20,"box":{"x":89,"y":860,"width":873,"height":13}},{"id":"dbc3f38e-238b-423f-8409-8f74c9f7dfec","block_type":"box","text":"6","page_number":20,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"3db887ef-446f-4f1f-ad35-d4e37f73655b","block_type":"box","text":"of BFA. BTC administers the lending program in accordance with guidelines approved by the Trust’s Board of Trustees (the","page_number":21,"box":{"x":89,"y":44,"width":855,"height":12}},{"id":"e12634f3-ba12-4996-925e-549f885888c6","block_type":"box","text":"“Board,” the trustees of which are the “Trustees”). JPMorgan Chase Bank, N.A. (“JPMorgan”) serves as custodian for the","page_number":21,"box":{"x":89,"y":59,"width":836,"height":12}},{"id":"a96c82c1-5e55-4688-a9f0-7ce7b42c9f82","block_type":"box","text":"Funds in connection with certain securities lending activities.","page_number":21,"box":{"x":89,"y":74,"width":426,"height":12}},{"id":"317f627d-2ccd-4b77-ac95-f13b07607693","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":21,"box":{"x":88,"y":101,"width":873,"height":12}},{"id":"ffe88d05-5b2f-4586-97d4-fd035db05b9e","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":21,"box":{"x":89,"y":116,"width":830,"height":12}},{"id":"5598fcf7-f27d-4ac6-96fe-aa67fd33ad35","block_type":"box","text":"reinvestments and the fees a Fund or an Underlying Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk","page_number":21,"box":{"x":89,"y":131,"width":863,"height":12}},{"id":"3b6217e3-8722-43d0-aa2d-d1010010c73f","block_type":"box","text":"of a shortfall at default when a cash collateral investment is denominated in a currency other than the currency of the assets","page_number":21,"box":{"x":89,"y":146,"width":870,"height":12}},{"id":"5331d5e6-f250-4000-b806-138aab338c15","block_type":"box","text":"being loaned due to movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the","page_number":21,"box":{"x":89,"y":161,"width":853,"height":12}},{"id":"2797f77f-b20a-4f29-8012-ae421a942b79","block_type":"box","text":"risk that market events, including but not limited to corporate actions, could lead the Fund or an Underlying Fund to lend","page_number":21,"box":{"x":89,"y":176,"width":847,"height":13}},{"id":"8e8bbb88-d81c-4920-84cb-6eb147e2c2c6","block_type":"box","text":"securities that are trading at a premium due to increased demand, or to recall loaned securities or to lend less or not at all,","page_number":21,"box":{"x":89,"y":191,"width":853,"height":13}},{"id":"9eeac1e8-884d-449b-8004-c1983ef2f91f","block_type":"box","text":"which could lead to reduced securities lending revenue). If a Fund were to lend out securities that are subject to a corporate","page_number":21,"box":{"x":88,"y":206,"width":867,"height":13}},{"id":"37835d4c-fe2d-478b-b85c-1487f12021d9","block_type":"box","text":"action and commit to the borrower a particular election as determined by the Funds’ investment adviser, the benefit the Fund","page_number":21,"box":{"x":89,"y":222,"width":876,"height":12}},{"id":"8a8239a1-7151-4acf-b0e2-f4e8dc3d185b","block_type":"box","text":"would receive in respect of committing to such election may or may not be less than the benefit the Fund would have","page_number":21,"box":{"x":88,"y":237,"width":823,"height":12}},{"id":"2d786674-a456-4047-9b8f-9e280d7a487e","block_type":"box","text":"received from making a different election in such corporate action. If a securities lending counterparty were to default, a Fund","page_number":21,"box":{"x":89,"y":252,"width":878,"height":12}},{"id":"e3cacaca-723b-4c35-b810-dcd1d5dbbe24","block_type":"box","text":"or an Underlying Fund would be subject to the risk of a possible delay in receiving collateral or in recovering the loaned","page_number":21,"box":{"x":89,"y":267,"width":830,"height":12}},{"id":"b80d98f3-e0ec-453b-8a91-e27c33286f43","block_type":"box","text":"securities, or to a possible loss of rights in the collateral. In the event a borrower does not return a Fund’s or an Underlying","page_number":21,"box":{"x":89,"y":282,"width":854,"height":12}},{"id":"d20bcad3-7150-440b-9009-30f97164ce26","block_type":"box","text":"Fund’s securities as agreed, the Fund’s or Underlying Fund’s ability to participate in a corporate action event may be","page_number":21,"box":{"x":89,"y":297,"width":810,"height":12}},{"id":"d8c3af10-bd7a-4de3-a9e9-c8ee93e399fb","block_type":"box","text":"impacted, or the Fund or an Underlying Fund may experience losses if the proceeds received from liquidating the collateral","page_number":21,"box":{"x":89,"y":312,"width":857,"height":13}},{"id":"ce27fe3e-0d39-4be6-b6f0-b010fb906bdb","block_type":"box","text":"do not at least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs","page_number":21,"box":{"x":89,"y":327,"width":817,"height":13}},{"id":"8e9514a5-260c-4a08-98ca-fc027e9f6a74","block_type":"box","text":"incurred in purchasing replacement securities. This latter event could trigger adverse tax consequences for a Fund or an","page_number":21,"box":{"x":89,"y":342,"width":839,"height":13}},{"id":"19e6deed-eb14-4dce-a508-67038f7716f2","block_type":"box","text":"Underlying Fund. A Fund or an Underlying Fund could lose money if its short-term investment of the collateral declines in","page_number":21,"box":{"x":89,"y":358,"width":850,"height":12}},{"id":"5170770b-056e-41ef-b4b5-8378037723b8","block_type":"box","text":"value over the period of the loan. Substitute payments received by a Fund or an Underlying Fund representing dividends paid","page_number":21,"box":{"x":88,"y":373,"width":872,"height":12}},{"id":"9c9ef080-86b1-4d84-8d42-aadaab5637b8","block_type":"box","text":"on securities loaned out by the Fund or an Underlying Fund will not be considered qualified dividend income. BTC will take","page_number":21,"box":{"x":89,"y":388,"width":855,"height":12}},{"id":"d9d78df5-bcec-4e17-b124-5974d0e8dc22","block_type":"box","text":"into account the tax effects on shareholders caused by this difference in connection with a Fund’s or an Underlying Fund’s","page_number":21,"box":{"x":89,"y":403,"width":855,"height":12}},{"id":"11cfaced-bce9-41b1-8820-d058c5b423dd","block_type":"box","text":"securities lending program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt","page_number":21,"box":{"x":89,"y":418,"width":821,"height":12}},{"id":"9d0392aa-09aa-4cb4-a7dd-e8a17583d2b7","block_type":"box","text":"income. There could also be changes in the status of issuers under applicable laws and regulations, including tax regulations,","page_number":21,"box":{"x":89,"y":433,"width":875,"height":13}},{"id":"72d7a9cf-ed95-4f4e-9fc6-41bdddc46467","block_type":"box","text":"that may impact the regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment","page_number":21,"box":{"x":88,"y":448,"width":869,"height":13}},{"id":"952b3d3c-14c4-4fca-b2aa-3bcbe7ec2cc2","block_type":"box","text":"of dividend equivalent payments owed to a Fund or an Underlying Fund (as permitted by applicable law).","page_number":21,"box":{"x":89,"y":463,"width":733,"height":13}},{"id":"6f175218-7f9d-468d-a063-b13a7447728b","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":21,"box":{"x":89,"y":490,"width":824,"height":12}},{"id":"b2685d37-2db4-43ce-ab6d-c23299f343a0","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":21,"box":{"x":89,"y":505,"width":859,"height":12}},{"id":"d05f1913-058a-416c-bb77-373987d22888","block_type":"box","text":"the rights of counterparties, such as the Fund or an Underlying Fund, to terminate such agreements, foreclose upon","page_number":21,"box":{"x":88,"y":520,"width":812,"height":12}},{"id":"46cbe01b-a33d-471f-8ca0-bc9e70a4fd84","block_type":"box","text":"collateral, exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its","page_number":21,"box":{"x":89,"y":535,"width":840,"height":13}},{"id":"e3e5a815-6d4a-47b6-9817-5ab6b5159c6c","block_type":"box","text":"affiliates are subject to certain types of resolution or insolvency proceedings. It is possible that these requirements, as well as","page_number":21,"box":{"x":89,"y":550,"width":871,"height":13}},{"id":"4191c516-bc32-4441-af2e-cc3ca5183071","block_type":"box","text":"potential additional government regulation and other developments in the market, could adversely affect the Fund’s or an","page_number":21,"box":{"x":89,"y":565,"width":851,"height":13}},{"id":"4cd806cf-506b-4c51-b550-7a63795cbe06","block_type":"box","text":"Underlying Fund’s ability to terminate existing securities lending agreements or to realize amounts to be received under such","page_number":21,"box":{"x":89,"y":581,"width":873,"height":12}},{"id":"fa8d93f4-2e6d-434b-a5b6-eb88e15e757a","block_type":"box","text":"agreements. Prudential regulation may also favor lenders that can provide additional protections, such as liens that are","page_number":21,"box":{"x":89,"y":596,"width":830,"height":12}},{"id":"1722a790-e68e-4811-9e32-7a6b731bb9cd","block_type":"box","text":"exercisable in connection with a lender default, to borrowers. Certain Funds expect to provide additional protections to","page_number":21,"box":{"x":89,"y":611,"width":831,"height":12}},{"id":"1dd39be2-601c-4e77-afa4-6e9560a2584f","block_type":"box","text":"borrowers, where permitted, pursuant to a Fund’s investment policies and if BFA believes doing so is in the best interest of","page_number":21,"box":{"x":89,"y":626,"width":855,"height":12}},{"id":"4846b990-4434-4990-8a97-01b50e9e85e6","block_type":"box","text":"the Fund.","page_number":21,"box":{"x":88,"y":641,"width":66,"height":10}},{"id":"ddc75125-fc2f-49ed-86f9-520cc0ed70c4","block_type":"box","text":"Liquidity Risk Management.","page_number":21,"box":{"x":89,"y":668,"width":200,"height":12}},{"id":"e1600a36-a29d-4218-9090-852e36c4428e","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":21,"box":{"x":299,"y":668,"width":662,"height":12}},{"id":"14e809c4-7706-49b7-9975-98ac5ac5dc79","block_type":"box","text":"including ETFs such as the Funds, to establish a liquidity risk management program (the “Liquidity Program”) and enhance","page_number":21,"box":{"x":89,"y":683,"width":862,"height":12}},{"id":"22a6a76b-dff6-453f-a0bb-875347a8a6ca","block_type":"box","text":"disclosures regarding fund liquidity. As required by the Liquidity Rule, the Funds have implemented a Liquidity Program, and","page_number":21,"box":{"x":89,"y":698,"width":866,"height":12}},{"id":"cae2b407-58e6-4b1c-a027-3eabbb8ed3f9","block_type":"box","text":"the Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the administrator of the","page_number":21,"box":{"x":88,"y":713,"width":832,"height":12}},{"id":"b885f8cb-aeb7-44d3-9b01-a06ffae39914","block_type":"box","text":"Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews each Fund’s liquidity risk","page_number":21,"box":{"x":89,"y":728,"width":857,"height":12}},{"id":"2bc4ff9c-be42-4d88-9f63-a7b5070039e8","block_type":"box","text":"and classifies each investment held by a Fund as a “highly liquid investment,” “moderately liquid investment,” “less liquid","page_number":21,"box":{"x":89,"y":743,"width":846,"height":12}},{"id":"d95b755e-acf0-4f9c-b810-1f5889b10f5e","block_type":"box","text":"investment” or “illiquid investment.” The Liquidity Rule defines “liquidity risk” as the risk that a Fund could not meet requests","page_number":21,"box":{"x":89,"y":758,"width":875,"height":13}},{"id":"65b1ce5a-7e23-4a3d-8e50-8f5cb628fe97","block_type":"box","text":"to redeem shares issued by a Fund without significant dilution of the remaining investors’ interest in a Fund. The liquidity of a","page_number":21,"box":{"x":88,"y":773,"width":878,"height":13}},{"id":"c5f65fd5-0930-4ba9-b3ef-03d01b9377f8","block_type":"box","text":"Fund’s portfolio investments is determined based on relevant market, trading and investment-specific considerations under","page_number":21,"box":{"x":89,"y":788,"width":864,"height":13}},{"id":"f94b27b1-bc0f-444c-bc77-1137a18c3074","block_type":"box","text":"the Liquidity Program. There are exclusions from certain portions of the liquidity risk management program requirements for","page_number":21,"box":{"x":88,"y":804,"width":875,"height":12}},{"id":"178c1f4f-a6e9-4759-b26c-74874951d20d","block_type":"box","text":"“in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment is deemed to be an illiquid investment or a","page_number":21,"box":{"x":89,"y":819,"width":860,"height":12}},{"id":"923fbcab-fd72-49a3-92b3-4a90007c4226","block_type":"box","text":"less liquid investment, a Fund can expect to be exposed to greater liquidity risk.","page_number":21,"box":{"x":89,"y":834,"width":554,"height":12}},{"id":"5c8e896e-c041-453b-8fa3-4a140a9d000a","block_type":"box","text":"7","page_number":21,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"8933549e-144a-4168-8267-5f3c0ceaa7a1","block_type":"box","text":"Non-U.S. Securities.","page_number":22,"box":{"x":89,"y":44,"width":141,"height":10}},{"id":"402b9ba2-21f3-473f-9b4d-fdebce100820","block_type":"box","text":"Each Fund, either directly or through its investments in an Underlying Fund, intends to purchase","page_number":22,"box":{"x":240,"y":44,"width":672,"height":12}},{"id":"c889719e-27ac-4857-91a8-51c7113e1517","block_type":"box","text":"publicly traded common stocks of non-U.S. issuers. To the extent a Fund invests in stocks of non-U.S. issuers, the Fund’s","page_number":22,"box":{"x":89,"y":59,"width":844,"height":12}},{"id":"59542561-a5c6-4164-bcd9-e2e726ef79f9","block_type":"box","text":"investment in such stocks may be in the form of American Depositary Receipts (“ADRs”), Global Depositary Receipts","page_number":22,"box":{"x":89,"y":74,"width":814,"height":12}},{"id":"f55a58b6-fd58-4e6e-9577-824cfb104c3f","block_type":"box","text":"(“GDRs”) and European Depositary Receipts (“EDRs”) (collectively, “depositary receipts”). Depositary receipts are receipts,","page_number":22,"box":{"x":89,"y":89,"width":853,"height":13}},{"id":"07438c17-d23d-4f9f-bd9e-ffad8a619722","block_type":"box","text":"typically issued by a bank or trust issuer, which evidence ownership of underlying securities issued by a non-U.S. issuer.","page_number":22,"box":{"x":88,"y":104,"width":834,"height":13}},{"id":"cdc7b219-f66c-4f10-9c71-9c95a672faee","block_type":"box","text":"Depositary receipts may not necessarily be denominated in the same currency as their underlying securities. ADRs typically","page_number":22,"box":{"x":89,"y":119,"width":863,"height":13}},{"id":"14b68b15-c401-4587-ac78-3af13cd4f68a","block_type":"box","text":"are issued by a U.S. bank or trust company and evidence ownership of underlying securities issued by a non-U.S. issuer. EDRs,","page_number":22,"box":{"x":89,"y":135,"width":878,"height":12}},{"id":"37a5a08a-2a6e-454e-a4d6-47fc140224ca","block_type":"box","text":"which are sometimes referred to as continental depositary receipts, are receipts issued in Europe, typically by foreign banks","page_number":22,"box":{"x":88,"y":150,"width":861,"height":12}},{"id":"b34dc990-cefa-48fb-adf2-bf5f3f9db1a5","block_type":"box","text":"and trust companies, that evidence ownership of either foreign or domestic underlying securities. GDRs are depositary","page_number":22,"box":{"x":89,"y":165,"width":829,"height":12}},{"id":"f4e6998a-7b12-4247-9080-32a6203f2331","block_type":"box","text":"receipts structured like global debt issues to facilitate trading on an international basis. Generally, ADRs, issued in registered","page_number":22,"box":{"x":89,"y":180,"width":864,"height":12}},{"id":"16583731-fde4-405b-b4f1-f33befe229f5","block_type":"box","text":"form, are designed for use in the U.S. securities markets, and EDRs, issued in bearer form, are designed for use in European","page_number":22,"box":{"x":88,"y":195,"width":858,"height":12}},{"id":"be804125-9a58-43be-a767-ef3ccce6a987","block_type":"box","text":"securities markets. GDRs are tradable both in the U.S. and in Europe and are designed for use throughout the world.","page_number":22,"box":{"x":89,"y":210,"width":809,"height":13}},{"id":"84348d59-0b58-4884-8649-5d0c0aaf3ea7","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":22,"box":{"x":89,"y":237,"width":877,"height":12}},{"id":"46715fa0-8a23-40d5-a228-b0695ea41d10","block_type":"box","text":"be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose a Fund to","page_number":22,"box":{"x":89,"y":252,"width":839,"height":12}},{"id":"c5081286-5edc-4e62-9d7a-2bac3bb88b32","block_type":"box","text":"additional risks associated with the non-uniform terms that apply to depositary receipt programs, credit exposure to the","page_number":22,"box":{"x":89,"y":267,"width":841,"height":12}},{"id":"7d03f792-46a1-45a9-8d2f-3f28b7975e49","block_type":"box","text":"depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency","page_number":22,"box":{"x":89,"y":282,"width":859,"height":12}},{"id":"a7860257-47e8-44ea-b1e2-4ce0c85082dc","block_type":"box","text":"risk and liquidity risk. Unsponsored programs, which are not sanctioned by the issuer of the underlying common stock,","page_number":22,"box":{"x":89,"y":297,"width":833,"height":12}},{"id":"bbebdb7c-29b2-4269-84e5-902af8fe6d1a","block_type":"box","text":"generally expose investors to greater risks than sponsored programs and do not provide holders with many of the","page_number":22,"box":{"x":89,"y":312,"width":795,"height":13}},{"id":"f7f7c4a4-4d46-48d0-bc39-fe13fd7e8f9c","block_type":"box","text":"shareholder benefits that come from investing in a sponsored depositary receipts.","page_number":22,"box":{"x":89,"y":327,"width":571,"height":13}},{"id":"75698c3f-2454-413a-bd15-3d09a2c28022","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":22,"box":{"x":89,"y":354,"width":868,"height":12}},{"id":"ae3b8e5a-d82f-4e87-b96d-f0ae06da9ea9","block_type":"box","text":"in U.S. issuers. These include differences in accounting, auditing and financial reporting standards; the possibility of","page_number":22,"box":{"x":89,"y":369,"width":808,"height":12}},{"id":"2ebbd040-eb63-48fc-99ea-b493561ed43f","block_type":"box","text":"expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability,","page_number":22,"box":{"x":89,"y":384,"width":853,"height":12}},{"id":"faf8cdb8-eac8-4f94-b494-6f2d29da6298","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":22,"box":{"x":88,"y":399,"width":873,"height":13}},{"id":"ac005ed3-471b-41c4-b54c-c609607ae672","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":22,"box":{"x":89,"y":414,"width":864,"height":13}},{"id":"da2e47bd-dba6-4452-855a-44a3f831de2c","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":22,"box":{"x":89,"y":429,"width":870,"height":13}},{"id":"d5f3c8c8-789b-4f57-8d81-f6275f54ba7f","block_type":"box","text":"inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.","page_number":22,"box":{"x":89,"y":445,"width":629,"height":12}},{"id":"a127a4e3-54c6-47f0-b45f-794f914effd9","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":22,"box":{"x":89,"y":471,"width":242,"height":12}},{"id":"9bbc2b94-7af8-4a13-bf16-df75879603a3","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":22,"box":{"x":340,"y":471,"width":588,"height":12}},{"id":"48def0ef-5b1e-4649-9b87-521c219112b7","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":22,"box":{"x":89,"y":486,"width":812,"height":12}},{"id":"3b80fbab-d082-47d9-95ef-afc73257ea8b","block_type":"box","text":"liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":22,"box":{"x":89,"y":501,"width":819,"height":13}},{"id":"b455b79b-bde3-4579-8cb6-56c756d5790a","block_type":"box","text":"investment exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation","page_number":22,"box":{"x":89,"y":516,"width":872,"height":13}},{"id":"0845021d-5c3f-40db-9403-b1393f7ddde6","block_type":"box","text":"by the CFTC if the registered investment company invests in one or more commodity pools. NDFs and cash-settled currency","page_number":22,"box":{"x":89,"y":531,"width":868,"height":13}},{"id":"035115f4-25b5-4ad1-86cd-192b6a8f1c3e","block_type":"box","text":"forwards as well as futures, options on futures, currency options and swaps entered into by a Fund will be treated as CFTC","page_number":22,"box":{"x":88,"y":547,"width":856,"height":12}},{"id":"7164fb06-6a95-417c-ace1-ca0c66139997","block_type":"box","text":"Derivatives for these purposes. Physically-settled foreign currency forward contracts will generally be treated as CFTC","page_number":22,"box":{"x":89,"y":562,"width":821,"height":12}},{"id":"8f87b28b-e144-4fee-ab54-6f71ecaeb1e7","block_type":"box","text":"Derivatives, however these contracts are not treated as CFTC regulated-swaps and are not subject to certain of the CFTC’s","page_number":22,"box":{"x":89,"y":577,"width":855,"height":12}},{"id":"b2eb3ca3-14bc-4a12-b69b-d0917524c613","block_type":"box","text":"rules with respect to swaps. To the extent a Fund uses CFTC Derivatives, it intends to do so below such prescribed levels and","page_number":22,"box":{"x":89,"y":592,"width":871,"height":12}},{"id":"c20214f2-d105-48a5-ab65-d1cf639a00ac","block_type":"box","text":"intends not to market itself as a “commodity pool” or a vehicle for trading such instruments.","page_number":22,"box":{"x":89,"y":607,"width":645,"height":12}},{"id":"bc4bd361-4ead-4dbb-b73d-45470d3f3977","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":22,"box":{"x":89,"y":633,"width":873,"height":13}},{"id":"5e78f0e5-1dc0-4a7e-8e28-5e245efb9ac8","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":22,"box":{"x":89,"y":649,"width":872,"height":12}},{"id":"83854061-3ebf-4a82-9db8-e1df4d82f7d1","block_type":"box","text":"pool operator” under the CEA with respect to the Funds.","page_number":22,"box":{"x":89,"y":664,"width":393,"height":12}},{"id":"09de56ad-cde7-40c9-b331-eac561d2d86f","block_type":"box","text":"The iShares Currency Hedged MSCI ACWI ex U.S. ETF, iShares Currency Hedged MSCI EAFE ETF, and iShares Currency","page_number":22,"box":{"x":88,"y":690,"width":827,"height":13}},{"id":"3d3b6be5-ffee-4e78-b109-9ae1a81c9029","block_type":"box","text":"Hedged MSCI EAFE Small-Cap ETF (the “No-Action Letter Funds”) may also have investments in “underlying funds” (and","page_number":22,"box":{"x":89,"y":705,"width":848,"height":13}},{"id":"0d6b25ef-94bb-4877-98b1-8f260f08ccba","block_type":"box","text":"such underlying funds themselves may invest in underlying funds) not advised by BFA (the term “underlying fund” for","page_number":22,"box":{"x":89,"y":720,"width":826,"height":13}},{"id":"5b2dd083-4ce8-4b57-b493-3b5a680e24c5","block_type":"box","text":"purposes of the no-action letter referenced below may include, but is not limited to, certain securitized vehicles, mortgage or","page_number":22,"box":{"x":89,"y":736,"width":872,"height":12}},{"id":"7d28d6d0-723c-4dcb-8f39-b0b0be4f6be4","block_type":"box","text":"international real estate investment trusts, business development companies and, investment companies that may invest in","page_number":22,"box":{"x":89,"y":751,"width":862,"height":12}},{"id":"df2c736f-ace3-4306-94df-bd9289ea696b","block_type":"box","text":"CFTC Derivatives or in any of the foregoing), and therefore may be viewed by the CFTC as commodity pools. BFA may not","page_number":22,"box":{"x":89,"y":766,"width":850,"height":12}},{"id":"66ed77fd-502a-4cab-b748-9c3e337029ed","block_type":"box","text":"have transparency into the holdings of these underlying funds because they are not advised by BFA. The CFTC staff issued a","page_number":22,"box":{"x":89,"y":781,"width":866,"height":12}},{"id":"60529308-5cc7-4e91-959d-10b27e9b677f","block_type":"box","text":"no-action letter on November 29, 2012 permitting the adviser of a fund that invests in such underlying funds and that would","page_number":22,"box":{"x":89,"y":796,"width":870,"height":12}},{"id":"278db4f6-1c1e-4828-9e91-a80eb991fe86","block_type":"box","text":"otherwise have filed a claim of exclusion pursuant to CFTC Rule 4.5 to delay registration as a “commodity pool operator” until","page_number":22,"box":{"x":89,"y":811,"width":878,"height":12}},{"id":"c99325ed-f05b-42ed-9615-e9a6a8887440","block_type":"box","text":"six months from the date on which the CFTC issues additional guidance on the treatment of CFTC Derivatives held by","page_number":22,"box":{"x":89,"y":826,"width":823,"height":13}},{"id":"8fe3a032-8140-4ad3-8ea3-d0c8deb424f1","block_type":"box","text":"underlying funds. BFA, the investment adviser of the No-Action Letter Funds, has filed a claim with the CFTC for the Funds to","page_number":22,"box":{"x":89,"y":841,"width":875,"height":13}},{"id":"04d49035-ccb2-4fb1-aa00-b6372f2b73eb","block_type":"box","text":"8","page_number":22,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"26d30710-aa7b-43ba-b52d-e4f6e1bebd7e","block_type":"box","text":"rely on this no-action relief. Accordingly, BFA should not be subject to registration or regulation as a “commodity pool","page_number":23,"box":{"x":89,"y":44,"width":822,"height":12}},{"id":"54d3dad7-ab93-44b4-aa68-4ad1a9fa5550","block_type":"box","text":"operator” under the CEA in respect of the Funds.","page_number":23,"box":{"x":89,"y":59,"width":340,"height":12}},{"id":"2242200a-3296-49d2-b0a8-02a4f851c7b9","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and NDFs, are subject to regulation under the","page_number":23,"box":{"x":89,"y":85,"width":860,"height":13}},{"id":"bd65c2d7-e768-425b-807f-8886839b3222","block_type":"box","text":"Dodd-Frank Act in the U.S. and under comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, NDFs and","page_number":23,"box":{"x":89,"y":101,"width":873,"height":12}},{"id":"c6d87434-c3ea-43a0-87f1-ddd5e47304b2","block_type":"box","text":"certain other derivatives traded in the OTC market are subject to variation margin and initial margin requirements.","page_number":23,"box":{"x":89,"y":116,"width":795,"height":12}},{"id":"ff841609-2263-4735-92e2-2f0789e98fb0","block_type":"box","text":"Implementation of the margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading,","page_number":23,"box":{"x":89,"y":131,"width":817,"height":12}},{"id":"bd15753e-7f22-4e58-a556-19624930bc64","block_type":"box","text":"reporting and documentation of swaps and other derivatives have impacted and may continue to impact the costs to a Fund","page_number":23,"box":{"x":89,"y":146,"width":872,"height":12}},{"id":"9d2ed70b-f77c-4f05-9d99-0c78e92720e2","block_type":"box","text":"of trading these instruments and, as a result, may affect returns to investors in a Fund.","page_number":23,"box":{"x":89,"y":161,"width":602,"height":12}},{"id":"90607571-ed13-4ca1-95e4-0d9cc42eb37c","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":23,"box":{"x":89,"y":188,"width":866,"height":12}},{"id":"b0980319-8652-476f-974a-0f2d118247d7","block_type":"box","text":"certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":23,"box":{"x":89,"y":203,"width":842,"height":12}},{"id":"e83c52df-27f1-4e03-9e45-ff12251cac45","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":23,"box":{"x":89,"y":218,"width":823,"height":12}},{"id":"ecaa5fad-8622-4d60-98ab-4b442aaf538a","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":23,"box":{"x":89,"y":233,"width":879,"height":12}},{"id":"97b9deb3-55f4-4093-b2e6-b74279fe6db3","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":23,"box":{"x":88,"y":248,"width":257,"height":12}},{"id":"7df65264-ea2b-426f-bb38-5bfca979957a","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":23,"box":{"x":89,"y":274,"width":862,"height":13}},{"id":"77bf5a72-58fd-425b-9760-0b3fa89d21de","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":23,"box":{"x":88,"y":290,"width":871,"height":12}},{"id":"3d7989fa-5812-4e65-b614-4e88f963a034","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":23,"box":{"x":89,"y":305,"width":871,"height":12}},{"id":"647d7528-d472-4d03-8697-79a0101989da","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":23,"box":{"x":89,"y":320,"width":867,"height":12}},{"id":"4d5c7506-25ce-4ec4-939f-db5cb883e2ce","block_type":"box","text":"(2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non","page_number":23,"box":{"x":89,"y":335,"width":864,"height":12}},{"id":"2cb9d4bf-7770-4f09-88e7-f6d7c1a3e448","block_type":"box","text":"recourse tender option bonds, and borrowed bonds), if a Fund elects to treat these transactions as Derivatives Transactions","page_number":23,"box":{"x":89,"y":350,"width":863,"height":12}},{"id":"2d32593e-bcd4-44ff-af4c-a0a3845a178e","block_type":"box","text":"under Rule 18f-4; and (4) when-issued or forward-settling securities (e.g., firm and standby commitments, including to-be","page_number":23,"box":{"x":89,"y":365,"width":863,"height":12}},{"id":"331c078f-5e1a-467e-b1db-54480c0b3dc3","block_type":"box","text":"announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to","page_number":23,"box":{"x":89,"y":380,"width":870,"height":13}},{"id":"c3e3f8c3-59f6-4a9c-9789-534f2b6af5c9","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":23,"box":{"x":89,"y":395,"width":834,"height":13}},{"id":"be90f8c6-901b-48b0-8393-d3c2cb492fe0","block_type":"box","text":"Securities Provision”).","page_number":23,"box":{"x":88,"y":410,"width":152,"height":13}},{"id":"207a4a5b-73f9-4317-85eb-695cbfb9fae4","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":23,"box":{"x":89,"y":437,"width":872,"height":12}},{"id":"75042cd7-78ef-4c6f-b064-e0ec15a832a5","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":23,"box":{"x":88,"y":452,"width":830,"height":12}},{"id":"491472c5-2020-4ca0-b62f-9bc7ba981b99","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":23,"box":{"x":89,"y":467,"width":875,"height":13}},{"id":"33e93d69-e851-46ce-959d-c0c8b4bff968","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":23,"box":{"x":89,"y":482,"width":846,"height":13}},{"id":"18d4a5cb-6dfd-4b21-a008-714156357337","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":23,"box":{"x":89,"y":497,"width":839,"height":13}},{"id":"99548fdc-a404-4615-a161-a8ccb78da9c3","block_type":"box","text":"reports to the Board.","page_number":23,"box":{"x":89,"y":513,"width":142,"height":12}},{"id":"7c2e3ad1-d007-4806-bef4-b971c136c0a5","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":23,"box":{"x":89,"y":539,"width":868,"height":12}},{"id":"15021951-202b-415c-adac-483214a735c8","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":23,"box":{"x":89,"y":554,"width":830,"height":12}},{"id":"880dacb6-4219-49c7-9610-306398033a25","block_type":"box","text":"adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the “Limited","page_number":23,"box":{"x":89,"y":569,"width":850,"height":13}},{"id":"c645e1d7-7bde-4bfb-96ba-216c4e77efa3","block_type":"box","text":"Derivatives User Exception”).","page_number":23,"box":{"x":89,"y":584,"width":201,"height":13}},{"id":"b91e1853-7e2c-46f7-879f-ba52ed9cec59","block_type":"box","text":"Repurchase Agreements.","page_number":23,"box":{"x":89,"y":611,"width":180,"height":12}},{"id":"3646efcb-966d-420a-ac7f-bd06f41d1e9e","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":23,"box":{"x":278,"y":611,"width":494,"height":12}},{"id":"3a9f8281-d814-44d3-9edd-af8a378b889f","block_type":"box","text":"i.e.","page_number":23,"box":{"x":773,"y":612,"width":18,"height":9}},{"id":"5dc041c5-6d4e-4d32-83fc-179884b39418","block_type":"box","text":", a Fund) acquires a","page_number":23,"box":{"x":793,"y":611,"width":136,"height":12}},{"id":"cdd49912-beef-4230-a7a8-0cd215e21d96","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":23,"box":{"x":89,"y":626,"width":854,"height":12}},{"id":"f19457e3-8d1f-4b05-b77d-a66ce8112314","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":23,"box":{"x":88,"y":641,"width":822,"height":12}},{"id":"c024cd50-62df-4c43-ba94-3b20ce2282e6","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":23,"box":{"x":89,"y":656,"width":828,"height":13}},{"id":"615e7205-e43c-4fcc-b44d-a37f5fdffe06","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":23,"box":{"x":89,"y":671,"width":878,"height":13}},{"id":"1ec09298-d196-4c50-8491-7d22df4f25e6","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":23,"box":{"x":89,"y":686,"width":860,"height":13}},{"id":"4003cd33-494d-4c2f-9f19-0361eeee6271","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":23,"box":{"x":88,"y":702,"width":761,"height":12}},{"id":"8550e1ef-ffff-4624-aa6d-a125c4dcaeed","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":23,"box":{"x":89,"y":728,"width":875,"height":12}},{"id":"a7c703b5-8210-4d5e-afcb-b67219014523","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":23,"box":{"x":88,"y":743,"width":841,"height":12}},{"id":"d403dc7b-beda-4d07-b778-afde998fbc0e","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":23,"box":{"x":89,"y":758,"width":811,"height":13}},{"id":"7245fca9-450b-483e-b187-fea28f29fdb6","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":23,"box":{"x":89,"y":773,"width":856,"height":13}},{"id":"917bba22-e442-4463-bddf-c5288f1e0ae5","block_type":"box","text":"seven days.","page_number":23,"box":{"x":89,"y":788,"width":78,"height":13}},{"id":"9794a033-99b8-430d-8407-17c2d4b85670","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":23,"box":{"x":89,"y":815,"width":875,"height":12}},{"id":"95959ae3-0a21-4b68-8364-9ef01ec03c23","block_type":"box","text":"but are inherent in repurchase agreements. The Funds seek to minimize such risks, but because of the inherent legal","page_number":23,"box":{"x":89,"y":830,"width":813,"height":12}},{"id":"b14953b8-ca0f-4813-878d-86840095e593","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":23,"box":{"x":89,"y":845,"width":873,"height":12}},{"id":"bd7aa52b-e5b7-40f4-977a-e53ebd73087c","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":23,"box":{"x":89,"y":860,"width":836,"height":13}},{"id":"124ddf87-0ed4-4717-9cdd-84a46bed12b1","block_type":"box","text":"9","page_number":23,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"c7274297-6ecd-4da3-b613-5a1e14ca098b","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":24,"box":{"x":89,"y":44,"width":871,"height":12}},{"id":"92dafac0-20ef-4353-a91a-e2427de7a6b7","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":24,"box":{"x":88,"y":59,"width":841,"height":12}},{"id":"09f42f23-46cc-4b5d-9049-b36b57b49667","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":24,"box":{"x":89,"y":74,"width":845,"height":12}},{"id":"f0bfd1a3-6d05-4cfe-b869-dd986a5cd895","block_type":"box","text":"i.e.","page_number":24,"box":{"x":935,"y":75,"width":18,"height":9}},{"id":"48643d49-9139-4016-9917-a91dbc2937e0","block_type":"box","text":",","page_number":24,"box":{"x":955,"y":82,"width":2,"height":3}},{"id":"bc04625d-8a42-4a65-a3ac-427594a9b56d","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":24,"box":{"x":88,"y":89,"width":814,"height":13}},{"id":"109a4e48-ac7e-4a99-be4f-d9e3a1158a25","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":24,"box":{"x":89,"y":104,"width":875,"height":13}},{"id":"1c2da39b-05b4-493c-82b0-b012623a9838","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":24,"box":{"x":89,"y":119,"width":598,"height":13}},{"id":"130a8bd6-c4db-4121-b788-c2bc02d47529","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":24,"box":{"x":89,"y":146,"width":240,"height":12}},{"id":"f059b3a3-80c2-4246-b18d-f267ae0bab41","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":24,"box":{"x":339,"y":146,"width":577,"height":12}},{"id":"c06b16f6-97f3-4b9e-96ba-2300e390d9ba","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":24,"box":{"x":89,"y":161,"width":839,"height":12}},{"id":"edac8f3b-50b9-45f5-8370-6cfd81e06d46","block_type":"box","text":"Generally, the effect of such transactions is that each Fund can recover all or most of the cash invested in the portfolio","page_number":24,"box":{"x":89,"y":176,"width":824,"height":13}},{"id":"5a1381ba-7cef-45dc-8495-fa05cf7b263f","block_type":"box","text":"securities involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some","page_number":24,"box":{"x":89,"y":191,"width":865,"height":13}},{"id":"ef404284-e587-4dec-ba37-f27376f19310","block_type":"box","text":"of the interest income associated with those securities. Such transactions are advantageous only if each Fund has an","page_number":24,"box":{"x":89,"y":206,"width":817,"height":13}},{"id":"3693a485-d6bb-4e54-b634-56bff42703d8","block_type":"box","text":"opportunity to earn a rate of interest on the cash derived from these transactions that is greater than the interest cost of","page_number":24,"box":{"x":89,"y":222,"width":842,"height":12}},{"id":"6db81c5a-781d-4f78-b932-5bc1cf28fc0e","block_type":"box","text":"obtaining the same amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than","page_number":24,"box":{"x":89,"y":237,"width":862,"height":12}},{"id":"7f52c3a9-2c02-46a8-bbd4-cc8dff989b5f","block_type":"box","text":"the interest required to be paid may not always be available, and each Fund intends to use the reverse repurchase technique","page_number":24,"box":{"x":88,"y":252,"width":868,"height":12}},{"id":"7de6c5e0-c970-4bcc-a885-c427823a002f","block_type":"box","text":"only when BFA believes it will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any","page_number":24,"box":{"x":89,"y":267,"width":865,"height":12}},{"id":"b3b96de3-0ae0-4254-8668-1e40a584a214","block_type":"box","text":"increase or decrease in the value of each Fund’s or an Underlying Fund’s assets. The use of reverse repurchase agreements is","page_number":24,"box":{"x":89,"y":282,"width":874,"height":12}},{"id":"1d2b3680-7eae-492a-a657-2e0e3849d41c","block_type":"box","text":"a form of leverage, and the proceeds obtained through reverse repurchase agreements may be invested in additional","page_number":24,"box":{"x":89,"y":297,"width":814,"height":12}},{"id":"55eaab76-792a-4b6b-b35a-c4e0ad325c58","block_type":"box","text":"securities.","page_number":24,"box":{"x":89,"y":313,"width":68,"height":9}},{"id":"d3b7a013-32b6-4d9f-881d-823cc9344592","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits each Fund to enter into reverse repurchase agreements and similar","page_number":24,"box":{"x":89,"y":339,"width":858,"height":12}},{"id":"72f71f73-6656-4fee-a624-b29030725cc5","block_type":"box","text":"financing transactions (","page_number":24,"box":{"x":88,"y":354,"width":166,"height":12}},{"id":"96e0652d-255d-4a66-8f58-6ca8cdd86e49","block_type":"box","text":"e.g.,","page_number":24,"box":{"x":255,"y":357,"width":26,"height":9}},{"id":"01cb0df9-0953-4fd7-a6ce-cb7c9ae562c4","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":24,"box":{"x":288,"y":354,"width":613,"height":12}},{"id":"c2c732c3-0903-4eda-a149-2bad1b342009","block_type":"box","text":"limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that each Fund either","page_number":24,"box":{"x":89,"y":369,"width":862,"height":12}},{"id":"7484965d-ac12-44f3-84f6-5eca45db8e93","block_type":"box","text":"(i) complies with the 300% asset coverage ratio with respect to such transactions and any other borrowings in the aggregate,","page_number":24,"box":{"x":89,"y":384,"width":878,"height":12}},{"id":"ff0b5fc8-0f3b-4973-a0ae-71a9fce9749f","block_type":"box","text":"or (ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":24,"box":{"x":89,"y":399,"width":575,"height":13}},{"id":"d78cb0ca-43cf-4732-ab09-ebe24b39b7be","block_type":"box","text":"Regulation Regarding Derivatives","page_number":24,"box":{"x":665,"y":399,"width":231,"height":13}},{"id":"58df44fd-2c73-43e9-95b5-4f7f6243cc59","block_type":"box","text":"” above.)","page_number":24,"box":{"x":897,"y":399,"width":61,"height":13}},{"id":"8e7defe6-fb54-4d23-ada7-3dbdb74ad45f","block_type":"box","text":"Securities of Investment Companies.","page_number":24,"box":{"x":88,"y":426,"width":263,"height":12}},{"id":"13af805e-64e6-4321-9e77-5aea6d167fd5","block_type":"box","text":"Each Fund and the Underlying Funds may invest in the securities of other investment","page_number":24,"box":{"x":361,"y":426,"width":594,"height":12}},{"id":"887e1f7f-6338-4950-8e07-025ddc58d844","block_type":"box","text":"companies (including money market funds) to the extent permitted by law. Pursuant to the 1940 Act, a Fund’s or an","page_number":24,"box":{"x":89,"y":441,"width":813,"height":12}},{"id":"36657c4e-570d-4252-b42f-2d1a7f55eab0","block_type":"box","text":"Underlying Fund’s investment in registered investment companies is generally limited to, subject to certain exceptions: (i) 3%","page_number":24,"box":{"x":89,"y":456,"width":876,"height":12}},{"id":"05537ce2-94d4-43ac-ba4e-a27729ba6a3b","block_type":"box","text":"of the total outstanding voting stock of any one investment company; (ii) 5% of a Fund’s or an Underlying Fund’s total assets","page_number":24,"box":{"x":89,"y":471,"width":876,"height":12}},{"id":"472bc56b-2783-46bb-8615-3d1eca83769d","block_type":"box","text":"with respect to any one investment company; and (iii) 10% of a Fund’s or an Underlying Fund’s total assets with respect to","page_number":24,"box":{"x":88,"y":486,"width":860,"height":12}},{"id":"c471e049-67df-48c5-a92c-a667b7efdf19","block_type":"box","text":"investment companies in the aggregate. Other investment companies in which a Fund and an Underlying Fund may invest","page_number":24,"box":{"x":89,"y":501,"width":856,"height":13}},{"id":"e0c6a841-2814-4b5f-b6f6-ed94070dea8d","block_type":"box","text":"can be expected to incur fees and expenses for operations, such as investment advisory and administration fees, which","page_number":24,"box":{"x":89,"y":516,"width":833,"height":13}},{"id":"ae89e85d-721a-40ec-9eaa-3806da58bf5d","block_type":"box","text":"would be in addition to those incurred by a Fund and an Underlying Fund. Pursuant to guidance issued by the SEC staff, fees","page_number":24,"box":{"x":88,"y":531,"width":869,"height":13}},{"id":"d2a88de5-1955-45f7-8032-a8cf7b3a0c5c","block_type":"box","text":"and expenses of money market funds used for cash collateral received in connection with loans of securities are not treated","page_number":24,"box":{"x":89,"y":547,"width":865,"height":12}},{"id":"e1434a2b-41e1-4690-a5dc-c808a5df413c","block_type":"box","text":"as Acquired Fund Fees and Expenses, which reflect a Fund’s","page_number":24,"box":{"x":89,"y":562,"width":418,"height":12}},{"id":"47ce1033-5144-4a8a-a09c-81485538ed28","block_type":"box","text":"pro rata","page_number":24,"box":{"x":512,"y":563,"width":56,"height":11}},{"id":"e7ae93d4-65e2-4053-b3a2-1021bd71f3a1","block_type":"box","text":"share of the fees and expenses incurred by investing in","page_number":24,"box":{"x":572,"y":562,"width":382,"height":12}},{"id":"2aac3b46-5dd2-478d-b274-0acc902cfd05","block_type":"box","text":"other investment companies (as disclosed in the Prospectus, as applicable).","page_number":24,"box":{"x":89,"y":577,"width":528,"height":12}},{"id":"876caf67-1470-46d0-a1c8-db13feba5b12","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":24,"box":{"x":88,"y":603,"width":386,"height":13}},{"id":"4a60b0f4-ad33-465d-8cc8-8be1b819efc1","block_type":"box","text":"Each Fund and the Underlying Funds may invest in short-term","page_number":24,"box":{"x":484,"y":603,"width":434,"height":13}},{"id":"d3311aee-27b3-4149-9535-71e839834b90","block_type":"box","text":"instruments, including money market instruments, on an ongoing basis to provide liquidity or for other reasons. Money","page_number":24,"box":{"x":89,"y":618,"width":836,"height":13}},{"id":"94620920-233b-4350-bfc8-acd7039fe776","block_type":"box","text":"market instruments are generally short-term investments that may include, but are not limited to: (i) shares of money market","page_number":24,"box":{"x":89,"y":633,"width":877,"height":13}},{"id":"1f2643d0-966b-44cf-9a15-efb2ba367c00","block_type":"box","text":"funds (including those advised by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S.","page_number":24,"box":{"x":88,"y":649,"width":835,"height":12}},{"id":"27286266-d688-4161-8d30-d3d4cd8f0cf0","block_type":"box","text":"government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of","page_number":24,"box":{"x":89,"y":664,"width":858,"height":12}},{"id":"5ca4feaa-82a9-4146-98c5-22b6483952c4","block_type":"box","text":"deposit (“CDs”), bankers’ acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non","page_number":24,"box":{"x":89,"y":679,"width":869,"height":12}},{"id":"0cfdf35d-8fca-43be-85c3-e678b3922d0e","block_type":"box","text":"U.S. branches) and similar institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s","page_number":24,"box":{"x":89,"y":694,"width":799,"height":12}},{"id":"80b3fc21-04a4-4f98-9787-6bf706f38fe7","block_type":"box","text":"®","page_number":24,"box":{"x":890,"y":692,"width":9,"height":6}},{"id":"d40db93d-3cff-4620-a1aa-85880dace2d9","block_type":"box","text":"Investors","page_number":24,"box":{"x":905,"y":695,"width":61,"height":9}},{"id":"c8a6c72e-7717-45c2-9f74-694cf3203912","block_type":"box","text":"Service, Inc., “F-1” by Fitch Ratings, Inc., or “A-1” by Standard & Poor’s","page_number":24,"box":{"x":88,"y":709,"width":488,"height":12}},{"id":"61d74c9a-d9eb-47c2-871d-dc8731f5d10e","block_type":"box","text":"®","page_number":24,"box":{"x":578,"y":707,"width":9,"height":6}},{"id":"8c875e68-a91c-4aec-8c9f-833f2ba3e65b","block_type":"box","text":"Financial Services LLC, a subsidiary of S&P Global,","page_number":24,"box":{"x":593,"y":709,"width":347,"height":12}},{"id":"c808a46b-9034-4538-bbb8-c55e54bc97ab","block_type":"box","text":"Inc., or if unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":24,"box":{"x":89,"y":724,"width":767,"height":13}},{"id":"8f6fad8d-6e00-4aaa-b39c-19fb3c69bd7d","block_type":"box","text":"e.g.","page_number":24,"box":{"x":857,"y":727,"width":23,"height":10}},{"id":"e2c94503-77d7-4c0b-b102-241513847860","block_type":"box","text":", bonds and","page_number":24,"box":{"x":882,"y":724,"width":81,"height":12}},{"id":"2bc1d65f-f8b5-4840-a4dd-41bacb67cc1e","block_type":"box","text":"debentures) with remaining maturities at the date of purchase of not more than 397 days and that have been determined to","page_number":24,"box":{"x":89,"y":739,"width":868,"height":13}},{"id":"b630d2e3-2f35-4ba1-8e50-bf293124d746","block_type":"box","text":"present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the 1940 Act; (vi) repurchase","page_number":24,"box":{"x":89,"y":754,"width":863,"height":13}},{"id":"07307ec3-2c25-4352-974b-80bcb7bdcd02","block_type":"box","text":"agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including U.S. branches) that, in the","page_number":24,"box":{"x":89,"y":770,"width":875,"height":12}},{"id":"9e7501c3-b781-485d-b71b-21340c2b2999","block_type":"box","text":"opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by a Fund. Any of these","page_number":24,"box":{"x":89,"y":785,"width":817,"height":12}},{"id":"4b34c09b-d750-4df3-bae4-ca08f7ff1813","block_type":"box","text":"instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable deposits maintained","page_number":24,"box":{"x":89,"y":800,"width":868,"height":12}},{"id":"8aa82f76-e2b8-4867-93e4-0d294dd30988","block_type":"box","text":"in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on","page_number":24,"box":{"x":89,"y":815,"width":852,"height":12}},{"id":"fd642ae7-f994-4675-9fcb-585c79503934","block_type":"box","text":"commercial banks by borrowers, usually in connection with international transactions.","page_number":24,"box":{"x":89,"y":830,"width":603,"height":12}},{"id":"3e169671-63d5-45ff-8aed-276ad32ac069","block_type":"box","text":"10","page_number":24,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"0f1f3a43-3dbd-4598-a312-4bda21b42676","block_type":"box","text":"Swap Agreements.","page_number":25,"box":{"x":88,"y":44,"width":134,"height":12}},{"id":"0c57ca22-936c-45c0-a28c-8e25eda23e9c","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":25,"box":{"x":231,"y":44,"width":735,"height":12}},{"id":"7ccd79bc-7f00-403e-83d2-c9824a417e25","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":25,"box":{"x":88,"y":59,"width":850,"height":12}},{"id":"64422a47-c131-4708-bf1e-d1b98d17e14b","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":25,"box":{"x":89,"y":74,"width":843,"height":12}},{"id":"ccad7c4e-67b2-40bd-9b9a-0ec99a2e5bc1","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with each Fund","page_number":25,"box":{"x":89,"y":89,"width":827,"height":13}},{"id":"83c33b75-c5c0-4132-8a88-2dc2497ae843","block_type":"box","text":"receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of a Fund’s obligations","page_number":25,"box":{"x":89,"y":104,"width":856,"height":13}},{"id":"20718515-e462-4fcb-8464-8f8080e34731","block_type":"box","text":"over its entitlements with respect to each swap is accrued on a daily basis.","page_number":25,"box":{"x":89,"y":119,"width":519,"height":13}},{"id":"ec0ee849-e8ae-4942-b8c5-6c62d4313acd","block_type":"box","text":"Certain of the Funds or Underlying Funds may enter into currency swaps, interest rate swaps and index swaps, or total return","page_number":25,"box":{"x":89,"y":146,"width":875,"height":12}},{"id":"9ec3630d-b268-42d8-b3d9-193ee852fb4f","block_type":"box","text":"swaps (some of which may be referred to as contracts for difference or “CFDs”). The use of swaps is a highly specialized","page_number":25,"box":{"x":89,"y":161,"width":840,"height":12}},{"id":"0b6e9a36-23da-4fa8-8e6c-da7084fe3792","block_type":"box","text":"activity that involves investment techniques and risks different from those associated with ordinary portfolio security","page_number":25,"box":{"x":89,"y":176,"width":816,"height":13}},{"id":"ddc3d262-c681-44e2-9e38-ee29bda656fa","block_type":"box","text":"transactions. These transactions generally do not involve the delivery of securities or other underlying assets.","page_number":25,"box":{"x":88,"y":191,"width":762,"height":13}},{"id":"5c57ebb8-267d-4dc7-a097-95064db7da80","block_type":"box","text":"Tracking Stocks.","page_number":25,"box":{"x":88,"y":218,"width":119,"height":12}},{"id":"2eef7163-585c-4036-8d33-e46a355d8d85","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":25,"box":{"x":215,"y":218,"width":728,"height":12}},{"id":"7df53622-c767-4d3f-bf2c-feacfd949125","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":25,"box":{"x":89,"y":233,"width":869,"height":12}},{"id":"9ab3bf39-6fa9-4f49-a4ad-695676c96061","block_type":"box","text":"tracking stock may pay dividends to shareholders independent of the parent company. The parent company, rather than the","page_number":25,"box":{"x":88,"y":248,"width":867,"height":12}},{"id":"4a6007d1-1fd5-40c8-a6bd-e08329450caf","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":25,"box":{"x":89,"y":263,"width":851,"height":12}},{"id":"60749df6-e702-4e2e-85a3-a4cda5621cdd","block_type":"box","text":"same rights as holders of the company’s common stock.","page_number":25,"box":{"x":89,"y":278,"width":395,"height":13}},{"id":"a1a399cc-211f-47b6-8ab8-ce36d0e12977","block_type":"box","text":"Future Developments.","page_number":25,"box":{"x":89,"y":305,"width":157,"height":12}},{"id":"c3ef2017-069e-4e64-ad95-4721ab00b6da","block_type":"box","text":"The board of each Fund or Underlying Fund may, in the future, authorize a Fund or an Underlying","page_number":25,"box":{"x":255,"y":305,"width":679,"height":12}},{"id":"5974c0fb-974b-428d-b29c-897233357886","block_type":"box","text":"Fund to invest in securities contracts and investments, other than those listed in this SAI and in the applicable Prospectus,","page_number":25,"box":{"x":89,"y":320,"width":852,"height":12}},{"id":"ce52abec-3733-45b6-8e4b-9bbd9046bf42","block_type":"box","text":"provided they are consistent with each Fund’s or Underlying Fund’s investment objective and do not violate any of its","page_number":25,"box":{"x":89,"y":335,"width":819,"height":12}},{"id":"065dcc75-df1c-4db3-a617-0ceff4bc2bd4","block_type":"box","text":"investment restrictions or policies.","page_number":25,"box":{"x":89,"y":350,"width":238,"height":12}},{"id":"a307e1c9-9725-4b36-afe1-e6bec7d0f314","block_type":"box","text":"General Considerations and Risks","page_number":25,"box":{"x":90,"y":381,"width":559,"height":23}},{"id":"4b35a6b0-09bc-4bb0-ae3c-408f0ae49139","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":25,"box":{"x":88,"y":422,"width":876,"height":12}},{"id":"53848ddb-7b33-4b9e-a165-1e2f67075504","block_type":"box","text":"Because each Fund expects to obtain its exposure to the securities in its Underlying Index substantially through its","page_number":25,"box":{"x":89,"y":437,"width":799,"height":12}},{"id":"a3980294-1e17-44aa-b0aa-8cd3556e03fa","block_type":"box","text":"investment in an Underlying Fund, shareholders should be aware that the risks of investment in particular types of securities,","page_number":25,"box":{"x":89,"y":452,"width":871,"height":12}},{"id":"81476214-ec33-45a3-a600-20e031d195bd","block_type":"box","text":"economic sectors and geographic locations discussed below may be borne by the Fund through its investment in the","page_number":25,"box":{"x":89,"y":467,"width":819,"height":13}},{"id":"475fa362-60ec-4188-84f5-e587e158d676","block_type":"box","text":"Underlying Funds. Through its investment in an Underlying Fund, each Fund will also bear the risks described below","page_number":25,"box":{"x":89,"y":482,"width":812,"height":13}},{"id":"e2508e4c-c780-4c65-be94-dd86953a5648","block_type":"box","text":"associated with the Underlying Fund’s use of portfolio management techniques, such as borrowing arrangements and use of","page_number":25,"box":{"x":89,"y":497,"width":877,"height":13}},{"id":"bb6ff8bf-66c0-447e-b79a-65454f587236","block_type":"box","text":"derivatives, in addition to the risks associated with those activities if the Fund engages in them directly.","page_number":25,"box":{"x":89,"y":513,"width":719,"height":12}},{"id":"177fdf39-90a4-4071-b67a-fbfeba0b5dac","block_type":"box","text":"An investment in a Fund should be made with an understanding that the value of the Fund’s portfolio securities, including its","page_number":25,"box":{"x":88,"y":539,"width":875,"height":12}},{"id":"d7673ce7-a78d-4e68-ae21-a5ab4cd79339","block_type":"box","text":"investment in an Underlying Fund, may fluctuate in accordance with changes in the financial condition of the issuers of the","page_number":25,"box":{"x":89,"y":554,"width":862,"height":12}},{"id":"7669d021-787d-40a1-87b7-ec0dbc5934f2","block_type":"box","text":"portfolio securities, the value of stocks in general, and other factors that affect the market. The order of the below risk factors","page_number":25,"box":{"x":89,"y":569,"width":876,"height":13}},{"id":"d4526548-3c42-4164-a49e-83a88ec0259a","block_type":"box","text":"does not indicate the significance of any particular risk factor.","page_number":25,"box":{"x":89,"y":584,"width":429,"height":13}},{"id":"e3a9a95b-53d6-4119-aa59-c9e980db02bb","block_type":"box","text":"Borrowing Risk.","page_number":25,"box":{"x":89,"y":611,"width":112,"height":12}},{"id":"7eecf44c-cde8-4894-9310-56501041a799","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":25,"box":{"x":211,"y":611,"width":712,"height":12}},{"id":"3613df75-ae23-4dc2-a5a9-274e931f9c08","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":25,"box":{"x":89,"y":626,"width":850,"height":12}},{"id":"3531504b-02c0-4a7c-9bb7-4361625e2484","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":25,"box":{"x":89,"y":641,"width":831,"height":12}},{"id":"adf4d30c-8629-4289-82d1-baacf5636229","block_type":"box","text":"Custody Risk.","page_number":25,"box":{"x":89,"y":668,"width":96,"height":12}},{"id":"a76c7d78-55c6-432d-b1d7-8d230de9a7bf","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":25,"box":{"x":195,"y":668,"width":741,"height":12}},{"id":"ae0e9563-3b09-43d1-8e59-a8e899d2efef","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":25,"box":{"x":89,"y":683,"width":838,"height":12}},{"id":"17160228-addc-4e2a-b80e-ca883b2792f6","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":25,"box":{"x":89,"y":698,"width":875,"height":12}},{"id":"7ec63ece-a354-4e04-82f2-1f743672975e","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":25,"box":{"x":89,"y":713,"width":857,"height":12}},{"id":"e0ea653a-4667-4b2b-81ef-7430745c38cc","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":25,"box":{"x":88,"y":728,"width":880,"height":12}},{"id":"c065ab2b-08cd-4f2e-8bcd-f0cd992eeb6d","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":25,"box":{"x":89,"y":743,"width":854,"height":12}},{"id":"a66e14ff-676d-4077-a5cb-67939536dc78","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":25,"box":{"x":89,"y":758,"width":833,"height":13}},{"id":"e301e00d-3184-4a99-bdc4-a257406fb6af","block_type":"box","text":"problems. Practices in relation to the settlement of securities transactions in emerging markets involve higher risks than","page_number":25,"box":{"x":89,"y":773,"width":837,"height":13}},{"id":"167a7e8d-ff24-4eef-88b0-d5cab7412e53","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":25,"box":{"x":88,"y":788,"width":868,"height":13}},{"id":"e48d7caf-60df-4e39-94c9-3106387672d4","block_type":"box","text":"custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence or undue","page_number":25,"box":{"x":89,"y":804,"width":814,"height":12}},{"id":"baf411d5-220c-4082-ae8c-f190679e9eda","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":25,"box":{"x":89,"y":819,"width":845,"height":12}},{"id":"5fe896e4-69dc-4884-839e-0d58510264cc","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":25,"box":{"x":89,"y":834,"width":860,"height":12}},{"id":"43ac1856-bcf4-4cb1-9a8c-cbb7b50bb9b2","block_type":"box","text":"11","page_number":25,"box":{"x":522,"y":894,"width":11,"height":9}},{"id":"8c21eb9f-5a3d-4247-8cc8-effac4b289b5","block_type":"box","text":"Fund’s or an Underlying Fund’s ability to recover its assets if a foreign bank or depository or issuer of a security or an agent of","page_number":26,"box":{"x":89,"y":44,"width":879,"height":12}},{"id":"4d71ac75-450d-47d9-a531-02ef51f373de","block_type":"box","text":"any of the foregoing goes bankrupt. A Fund would absorb any loss resulting from such custody problems and may have no","page_number":26,"box":{"x":89,"y":59,"width":860,"height":12}},{"id":"edcdc328-1cf3-49a5-9060-3167dac9dc96","block_type":"box","text":"successful claim for compensation.","page_number":26,"box":{"x":89,"y":74,"width":246,"height":12}},{"id":"18d7f269-92c9-4ca5-8fa7-32fc1821456c","block_type":"box","text":"Illiquid Investments Risk.","page_number":26,"box":{"x":89,"y":101,"width":178,"height":12}},{"id":"688021df-4123-450c-849d-93a40171a64d","block_type":"box","text":"Each Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":26,"box":{"x":277,"y":101,"width":673,"height":12}},{"id":"7403f2e8-7c38-4373-bb28-d972a09520fc","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":26,"box":{"x":88,"y":116,"width":856,"height":12}},{"id":"51450bfb-8340-4952-ae85-40141206440b","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":26,"box":{"x":89,"y":131,"width":859,"height":12}},{"id":"5dde0c87-8061-498b-8441-8d7bfa2d89bc","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":26,"box":{"x":89,"y":146,"width":820,"height":12}},{"id":"16cc6ce7-a24d-499f-9713-785d003bbf6a","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":26,"box":{"x":89,"y":161,"width":818,"height":12}},{"id":"13ad4e0b-ef58-4dbc-8581-d7df1cee6046","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":26,"box":{"x":89,"y":176,"width":856,"height":13}},{"id":"d289389f-89e3-4a63-b09e-f94f13cce01d","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":26,"box":{"x":89,"y":191,"width":858,"height":13}},{"id":"40993165-4638-4f94-97b3-23528bdebcaf","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":26,"box":{"x":89,"y":206,"width":790,"height":13}},{"id":"d35d9eb5-5cb3-47ff-be3e-24809293c30e","block_type":"box","text":"Money Market Instruments Risk.","page_number":26,"box":{"x":89,"y":233,"width":234,"height":12}},{"id":"ac0c675c-6ea0-4b6d-9b85-5752e516c95b","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":26,"box":{"x":332,"y":233,"width":628,"height":12}},{"id":"69edd414-b262-4c48-85ae-85427ed53e6a","block_type":"box","text":"the credit ratings of the investments, among other things. If a significant amount of the Fund’s assets is invested in money","page_number":26,"box":{"x":88,"y":248,"width":858,"height":12}},{"id":"3e7d93c9-351d-459a-97c5-551b90241bff","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":26,"box":{"x":89,"y":263,"width":835,"height":12}},{"id":"04fa0774-48a5-4a37-b8fa-f214c6e08790","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":26,"box":{"x":89,"y":278,"width":874,"height":13}},{"id":"917e0d2a-11b0-4fea-ac1c-bdb85dcfc3ec","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":26,"box":{"x":89,"y":293,"width":879,"height":13}},{"id":"05a1e13d-b4fd-497d-aa01-d11df683a671","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":26,"box":{"x":88,"y":308,"width":709,"height":13}},{"id":"ddc41a12-4914-49eb-9224-9458000b0380","block_type":"box","text":"National Closed Market Trading Risk.","page_number":26,"box":{"x":89,"y":335,"width":266,"height":12}},{"id":"dbdff26e-b32d-4937-b50b-5ec50b877636","block_type":"box","text":"To the extent that the underlying securities held by a Fund trade on foreign exchanges","page_number":26,"box":{"x":363,"y":335,"width":604,"height":12}},{"id":"6e7522d5-3866-49b6-bcf1-52694599e0f5","block_type":"box","text":"or in foreign markets that are closed when the securities exchange on which a Fund’s shares trade is open, there are likely to","page_number":26,"box":{"x":89,"y":350,"width":870,"height":12}},{"id":"2c28c2a0-0e2b-4eab-bdff-49d51c825b8d","block_type":"box","text":"be deviations between the current price of such an underlying security and the last quoted price for the underlying security","page_number":26,"box":{"x":89,"y":365,"width":862,"height":12}},{"id":"b5305580-ac77-4e63-8fee-51b12f8c7358","block_type":"box","text":"(","page_number":26,"box":{"x":89,"y":380,"width":4,"height":13}},{"id":"8262bf64-94c3-43a1-a333-0abc8e284d3e","block_type":"box","text":"i.e.","page_number":26,"box":{"x":94,"y":381,"width":18,"height":9}},{"id":"02a0ddf8-b28d-4e73-864f-28a2e09ba0de","block_type":"box","text":", a Fund’s quote from the closed foreign market). The impact of a closed foreign market on a Fund is likely to be greater","page_number":26,"box":{"x":114,"y":380,"width":836,"height":13}},{"id":"058afc14-309d-4bf4-9965-f49221bdca3b","block_type":"box","text":"where a large portion of a Fund’s underlying securities and/or other assets trade on that closed foreign market or when the","page_number":26,"box":{"x":88,"y":395,"width":865,"height":13}},{"id":"f7b0f0a1-0118-48ea-b3c3-0f8b3670161d","block_type":"box","text":"foreign market is closed for unscheduled reasons. These deviations may result in premiums or discounts to a Fund’s NAV","page_number":26,"box":{"x":88,"y":410,"width":848,"height":13}},{"id":"f12aea79-ad6c-40e4-a4fe-24f629aa91cf","block_type":"box","text":"that may be greater than those experienced by other ETFs.","page_number":26,"box":{"x":88,"y":426,"width":409,"height":12}},{"id":"85a34149-2160-453f-a09a-9a16ed4b26d5","block_type":"box","text":"Operational and Technology Risks.","page_number":26,"box":{"x":89,"y":452,"width":250,"height":12}},{"id":"468ad47d-6193-4b9f-954b-686930161ef8","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":26,"box":{"x":348,"y":452,"width":593,"height":12}},{"id":"17c97343-6c72-4fe6-9630-6f983c97707d","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":26,"box":{"x":89,"y":467,"width":874,"height":13}},{"id":"2d9c283c-6e0a-4b1a-8428-437727225bcf","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":26,"box":{"x":88,"y":482,"width":864,"height":13}},{"id":"4391e3b9-2b9f-487d-aadb-75e672349080","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":26,"box":{"x":88,"y":497,"width":839,"height":13}},{"id":"50a68550-cf69-42ae-8998-82bee154b4b7","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":26,"box":{"x":89,"y":513,"width":876,"height":12}},{"id":"f50d0816-515b-4e42-b72c-b56b3e344d50","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":26,"box":{"x":88,"y":528,"width":853,"height":12}},{"id":"046752be-fdc7-4dbd-96ae-96178b0e894f","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":26,"box":{"x":88,"y":543,"width":859,"height":12}},{"id":"8199e55b-186f-4776-8e4e-4f49fa3d3764","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":26,"box":{"x":89,"y":558,"width":852,"height":12}},{"id":"6ffdea9a-23ba-417e-8ff6-d3daae7ae6c4","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":26,"box":{"x":89,"y":573,"width":770,"height":12}},{"id":"6abd1042-9fe2-42b3-9ac2-ffd5ba20b411","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":26,"box":{"x":89,"y":599,"width":862,"height":13}},{"id":"0c2c9135-eb7d-4721-b2ca-720735524a95","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":26,"box":{"x":88,"y":615,"width":816,"height":12}},{"id":"e8075d46-3af0-419a-bc97-7f1318ae5d13","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":26,"box":{"x":89,"y":630,"width":808,"height":12}},{"id":"9a846244-0525-4c13-b67a-9931f95cc31d","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":26,"box":{"x":89,"y":645,"width":862,"height":12}},{"id":"62103460-55db-475f-b653-6e1fdca159d9","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":26,"box":{"x":88,"y":660,"width":798,"height":12}},{"id":"6725ca1e-d929-45b8-ad70-e4142b19c502","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":26,"box":{"x":89,"y":675,"width":815,"height":12}},{"id":"94ca00bd-8400-4a47-ac7f-88285c891e19","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":26,"box":{"x":89,"y":690,"width":831,"height":13}},{"id":"3e63e9cc-7f50-4030-a14a-742bb4ca02a7","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":26,"box":{"x":89,"y":705,"width":874,"height":13}},{"id":"b6535699-1e4b-49ca-a3c7-a16c10be16fb","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":26,"box":{"x":89,"y":720,"width":876,"height":13}},{"id":"1d4702dd-b362-4944-99a2-8a0a49874b30","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":26,"box":{"x":89,"y":736,"width":857,"height":12}},{"id":"a577c363-d9fc-4d27-98a8-c5b6b47720f7","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":26,"box":{"x":89,"y":751,"width":864,"height":12}},{"id":"a7caa977-5287-4224-af64-55405fd45ec7","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":26,"box":{"x":89,"y":766,"width":871,"height":12}},{"id":"cc199dfb-596f-4162-ad54-28b1a23c04d5","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":26,"box":{"x":89,"y":781,"width":850,"height":12}},{"id":"c6215e84-26de-49fe-a74c-302e29b23e81","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":26,"box":{"x":89,"y":796,"width":821,"height":12}},{"id":"d8ec1bb5-753f-4087-bd23-f3ec60888f57","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":26,"box":{"x":89,"y":811,"width":863,"height":12}},{"id":"1e51bd72-1bd6-4f59-bec4-1706833baf95","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":26,"box":{"x":88,"y":826,"width":838,"height":13}},{"id":"126b40df-1c8c-47b9-9245-c9b30552f322","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":26,"box":{"x":89,"y":841,"width":847,"height":13}},{"id":"824911ab-2e06-4ce3-bc15-62eca8046348","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":26,"box":{"x":88,"y":856,"width":875,"height":13}},{"id":"ca8b76f3-4aca-4da7-ab0f-3195e6202353","block_type":"box","text":"12","page_number":26,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"72f9a58b-39fb-422c-9f53-49a091559200","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":27,"box":{"x":89,"y":44,"width":798,"height":12}},{"id":"a3af0225-038b-435e-a7bd-fea0d76cff6b","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":27,"box":{"x":89,"y":59,"width":807,"height":12}},{"id":"37a07d64-99b6-4e48-9c84-d58d7f30f206","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":27,"box":{"x":89,"y":74,"width":832,"height":12}},{"id":"4e56fcdc-0e84-49c6-9320-805bb6d22812","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":27,"box":{"x":88,"y":89,"width":877,"height":13}},{"id":"963700f2-ec7f-4e6e-b3ae-2251fe3c5a11","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":27,"box":{"x":89,"y":104,"width":380,"height":13}},{"id":"093bf0f7-9397-4776-8a56-075c41e0ea3e","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":27,"box":{"x":88,"y":131,"width":846,"height":12}},{"id":"ffa5c4f4-b40f-44dd-8aeb-8a8f8a9db28c","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":27,"box":{"x":89,"y":146,"width":872,"height":12}},{"id":"f61764bf-de1a-468c-8e88-241eab667407","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":27,"box":{"x":89,"y":161,"width":852,"height":12}},{"id":"5bd26ec3-8817-4ce2-a39d-be3f14b76bd7","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":27,"box":{"x":89,"y":176,"width":837,"height":13}},{"id":"1df6a9b4-3b5a-4776-b0dc-316eaf4b2e1e","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":27,"box":{"x":89,"y":191,"width":828,"height":13}},{"id":"06c971fd-96d2-47f2-97c0-07933e204782","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":27,"box":{"x":89,"y":206,"width":861,"height":13}},{"id":"29fdea52-0270-40e9-9453-08d1e5a5f593","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":27,"box":{"x":89,"y":222,"width":864,"height":12}},{"id":"275990fe-c853-400d-a1fe-4f335eb1e97b","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":27,"box":{"x":89,"y":237,"width":824,"height":12}},{"id":"b2b2b0f3-d5f6-4153-91b0-4212fa80b1d5","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":27,"box":{"x":89,"y":252,"width":868,"height":12}},{"id":"169ba214-127c-4c57-b594-d167e20b4060","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":27,"box":{"x":89,"y":267,"width":660,"height":12}},{"id":"ad99cc21-a383-43f5-8bdc-471902b184c4","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":27,"box":{"x":89,"y":293,"width":858,"height":13}},{"id":"08139e0e-9368-40f3-af9a-a954c0c0d8eb","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":27,"box":{"x":89,"y":308,"width":852,"height":13}},{"id":"30099b41-b6e6-447c-95d6-56c7011af255","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":27,"box":{"x":89,"y":324,"width":806,"height":12}},{"id":"f162935c-f3be-4b00-9e68-f595c4b52a27","block_type":"box","text":"implement required changes.","page_number":27,"box":{"x":89,"y":339,"width":204,"height":12}},{"id":"38e7bf38-29f5-4041-b1e7-c34a4005b85c","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":27,"box":{"x":89,"y":365,"width":244,"height":12}},{"id":"fa50dce7-3a1f-40a0-a4e8-50f93aac1054","block_type":"box","text":"A Fund may be exposed to financial instruments that recently transitioned from, or","page_number":27,"box":{"x":342,"y":365,"width":581,"height":12}},{"id":"6f29a547-d763-467c-9a10-022f3f3faff8","block_type":"box","text":"continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing terms,","page_number":27,"box":{"x":89,"y":380,"width":839,"height":13}},{"id":"917a8a00-7784-492e-9374-a4f7f3e45ab4","block_type":"box","text":"hedging strategies or investment value. The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR,","page_number":27,"box":{"x":89,"y":395,"width":863,"height":13}},{"id":"52a33675-4c3e-44be-b7ec-9d0cc27ecbce","block_type":"box","text":"has ceased publishing all LIBOR settings. In April 2023, however, the FCA announced that some USD LIBOR settings will","page_number":27,"box":{"x":89,"y":410,"width":835,"height":13}},{"id":"aeaf9a89-c819-4fe5-a825-8e11af250e8f","block_type":"box","text":"continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. The Secured","page_number":27,"box":{"x":89,"y":426,"width":869,"height":12}},{"id":"45d787f7-425d-40cc-b43b-605d97f58fc9","block_type":"box","text":"Overnight Financing Rate (“SOFR”), which is a broad measure of the cost of borrowing cash overnight collateralized by U.S.","page_number":27,"box":{"x":89,"y":441,"width":862,"height":12}},{"id":"20edd637-27c1-4a62-87a5-3d58ad697121","block_type":"box","text":"Treasury securities in the repurchase agreement market, has been used increasingly on a voluntary basis in new instruments","page_number":27,"box":{"x":88,"y":456,"width":872,"height":12}},{"id":"bb7fff2d-3cd4-40ce-9ab2-7a5fd7bd1f51","block_type":"box","text":"and transactions. Under U.S. regulations that implement a statutory fallback mechanism to replace LIBOR, benchmark rates","page_number":27,"box":{"x":89,"y":471,"width":865,"height":12}},{"id":"0638829e-e422-46a1-b8f7-c7ff5fc2f350","block_type":"box","text":"based on SOFR have replaced LIBOR in different categories of financial contracts.","page_number":27,"box":{"x":89,"y":486,"width":565,"height":12}},{"id":"7f2564ef-4535-4e32-9014-b87b40fe56e7","block_type":"box","text":"Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. While some existing LIBOR","page_number":27,"box":{"x":89,"y":513,"width":842,"height":12}},{"id":"cd4309e0-5ce7-45da-bae5-032fab864247","block_type":"box","text":"based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting","page_number":27,"box":{"x":89,"y":528,"width":877,"height":12}},{"id":"eaa7c524-7710-493f-b136-6eedc836077d","block_type":"box","text":"methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to","page_number":27,"box":{"x":89,"y":543,"width":836,"height":12}},{"id":"227dedf3-b250-4884-9c4f-8ebf7e907bf8","block_type":"box","text":"replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains","page_number":27,"box":{"x":89,"y":558,"width":844,"height":12}},{"id":"609a24f9-d4d6-458a-a947-9e43ddcbd8ee","block_type":"box","text":"uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing","page_number":27,"box":{"x":89,"y":573,"width":823,"height":12}},{"id":"aeb6c99a-f2dd-493f-9857-7d7acc1f3878","block_type":"box","text":"instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the","page_number":27,"box":{"x":89,"y":588,"width":820,"height":12}},{"id":"ddf3fc12-526e-49a6-b175-17488eac0c15","block_type":"box","text":"application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. A Fund","page_number":27,"box":{"x":89,"y":603,"width":877,"height":13}},{"id":"2f0c9f0d-e537-4296-bdbd-5a26d1e75764","block_type":"box","text":"or an Underlying Fund may have instruments linked to other interbank offered rates that may also cease to be published in","page_number":27,"box":{"x":89,"y":618,"width":856,"height":13}},{"id":"f0000396-7b6a-4958-9cd7-e1d37c993be8","block_type":"box","text":"the future.","page_number":27,"box":{"x":88,"y":633,"width":72,"height":10}},{"id":"dce6fefa-fa08-4386-816f-dfcecea9dd66","block_type":"box","text":"Risk of Derivatives.","page_number":27,"box":{"x":89,"y":660,"width":135,"height":10}},{"id":"61c64db4-2eb1-43c1-8a61-717ea5b11a8d","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":27,"box":{"x":233,"y":660,"width":701,"height":12}},{"id":"8a382b18-9260-4d17-8d32-b59e35985dc5","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":27,"box":{"x":89,"y":675,"width":877,"height":12}},{"id":"c42eae7b-5028-4953-a9a0-e614c67fc9a6","block_type":"box","text":"such as the S&P 500","page_number":27,"box":{"x":89,"y":690,"width":142,"height":10}},{"id":"d9409925-0832-47af-acfd-a53473b9e7e6","block_type":"box","text":"®","page_number":27,"box":{"x":232,"y":689,"width":9,"height":6}},{"id":"a42e3dd5-3258-48ea-b702-9532a20599bc","block_type":"box","text":"or the prime lending rate). A Fund or the Underlying Funds may invest in futures contracts, securities","page_number":27,"box":{"x":247,"y":690,"width":705,"height":13}},{"id":"4888c9b1-df14-4dc8-8e31-a09cc55b0c37","block_type":"box","text":"options and other derivatives. Compared to securities, derivatives can be more sensitive to changes in interest rates or to","page_number":27,"box":{"x":89,"y":705,"width":843,"height":13}},{"id":"2bdcd9fd-281c-4295-8f11-2e71114fdbe7","block_type":"box","text":"sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in derivatives than if it invests only","page_number":27,"box":{"x":89,"y":720,"width":864,"height":13}},{"id":"07ff9de6-0560-4db3-adaa-0cf2c34fbedd","block_type":"box","text":"in conventional securities. Derivatives are also subject to counterparty risk, which is the risk that the other party in the","page_number":27,"box":{"x":89,"y":736,"width":824,"height":12}},{"id":"b9dedd96-1c76-4987-9f50-2be794fa3df4","block_type":"box","text":"transaction will not fulfill its contractual obligations. Derivatives generally involve the incurrence of leverage.","page_number":27,"box":{"x":88,"y":751,"width":755,"height":12}},{"id":"01e8b154-cd3c-435c-a5f7-7520c5f34a9e","block_type":"box","text":"When a derivative is used as a hedge against a position that a Fund or an Underlying Fund holds or is committed to","page_number":27,"box":{"x":88,"y":777,"width":808,"height":12}},{"id":"70b992b7-94b6-491d-9719-2258f94160d7","block_type":"box","text":"purchase, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment,","page_number":27,"box":{"x":89,"y":792,"width":852,"height":13}},{"id":"dbbc00f0-9faa-4630-9b19-d25eb4a68693","block_type":"box","text":"and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains and, in some cases,","page_number":27,"box":{"x":89,"y":807,"width":824,"height":13}},{"id":"514d9d85-dfdb-4a13-80b3-de43a5be5755","block_type":"box","text":"hedging can cause losses that are not offset by gains, and a Fund or Underlying Fund will recognize losses on both the","page_number":27,"box":{"x":89,"y":822,"width":827,"height":13}},{"id":"44c1a25d-ddaa-47f5-b787-a01a4546efcf","block_type":"box","text":"investment and the hedge. Hedges are sometimes subject to imperfect matching between the derivative and the underlying","page_number":27,"box":{"x":89,"y":838,"width":865,"height":12}},{"id":"a49cbb16-2e25-48cf-b267-63e8e0155a00","block_type":"box","text":"13","page_number":27,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"6cc6413e-d24c-4dcb-bf5d-82543d6ec991","block_type":"box","text":"security, and there can be no assurance that a Fund’s or an Underlying Fund’s hedging transactions, which entail additional","page_number":28,"box":{"x":89,"y":44,"width":862,"height":12}},{"id":"b759a5f4-c8ec-4bde-859e-30aedd618ec3","block_type":"box","text":"transaction costs, will be effective.","page_number":28,"box":{"x":88,"y":59,"width":239,"height":11}},{"id":"ae1a9987-7f69-4ca7-84c8-dbd6a7b3d82f","block_type":"box","text":"Risk of Equity Securities.","page_number":28,"box":{"x":89,"y":85,"width":176,"height":13}},{"id":"d63d166d-5f09-46bf-aca5-a96521226a48","block_type":"box","text":"An investment in a Fund should be made with an understanding of the risks inherent in an","page_number":28,"box":{"x":274,"y":85,"width":633,"height":13}},{"id":"f3a1dba2-8367-41a7-a54f-3a45f9af2ea4","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":28,"box":{"x":89,"y":101,"width":843,"height":12}},{"id":"1e0eda13-2e98-4879-9cfe-ca25d70130cc","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":28,"box":{"x":89,"y":116,"width":825,"height":12}},{"id":"8cddd79e-e803-44a0-b099-1e3d337411d2","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":28,"box":{"x":89,"y":131,"width":865,"height":12}},{"id":"40a0bb80-6073-4228-93a9-ca11be455f7e","block_type":"box","text":"and to increases and decreases in value as market confidence and perceptions of their issuers change. These investor","page_number":28,"box":{"x":89,"y":146,"width":822,"height":12}},{"id":"3d3522c5-b9d2-40a4-b306-8e9e64cb7cbb","block_type":"box","text":"perceptions are based on various and unpredictable factors, including expectations regarding government, economic,","page_number":28,"box":{"x":89,"y":161,"width":823,"height":12}},{"id":"71fcfe68-14ca-471a-8df1-d1bfe882678c","block_type":"box","text":"monetary and fiscal policies, inflation and interest rates, economic expansion or contraction, and global or regional political,","page_number":28,"box":{"x":89,"y":176,"width":866,"height":13}},{"id":"269a150c-7656-4e1f-975a-13c6a11aee37","block_type":"box","text":"economic or banking crises. Common stocks may experience extreme price volatility due to actions taken by particular","page_number":28,"box":{"x":89,"y":191,"width":831,"height":13}},{"id":"b7bd5459-1887-47d3-8f06-8ff647e08409","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":28,"box":{"x":89,"y":206,"width":861,"height":13}},{"id":"a9d3b7df-028d-4f03-bcc1-bd955969b288","block_type":"box","text":"significant “short” positions taken by institutional investors).","page_number":28,"box":{"x":89,"y":222,"width":422,"height":12}},{"id":"28a57c2e-1176-4443-81aa-c0f92e784d6b","block_type":"box","text":"Holders of common stocks incur more risks than holders of preferred stocks and debt obligations because common","page_number":28,"box":{"x":89,"y":248,"width":812,"height":12}},{"id":"89e55f71-2ec0-4cc7-8cf4-e223c6c8bcf0","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":28,"box":{"x":89,"y":263,"width":825,"height":12}},{"id":"41261fc4-4152-4247-92f6-f1d16b3f12bd","block_type":"box","text":"holders of debt obligations or preferred stocks. Further, unlike debt securities, which typically have a stated principal amount","page_number":28,"box":{"x":89,"y":278,"width":871,"height":13}},{"id":"adafe1d2-823e-4345-ae89-77ca5cfebae6","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":28,"box":{"x":89,"y":293,"width":843,"height":13}},{"id":"8ecb92c5-a854-4b86-9ecf-4a76d380ac15","block_type":"box","text":"which typically have a liquidation preference and which may have stated optional or mandatory redemption provisions,","page_number":28,"box":{"x":88,"y":308,"width":834,"height":13}},{"id":"15ab2689-4eeb-4329-8ca1-e4a0a34f47d0","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":28,"box":{"x":89,"y":324,"width":865,"height":12}},{"id":"4d17e913-fb57-4ef7-b52e-c03eaac4ed84","block_type":"box","text":"their own discretion, decide to reduce or eliminate dividends, which may also cause their stock price to decline.","page_number":28,"box":{"x":88,"y":339,"width":779,"height":12}},{"id":"d21f2a01-6063-4774-b8c0-d90296f93224","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":28,"box":{"x":88,"y":365,"width":871,"height":12}},{"id":"91f7aacf-78a5-43ef-abf9-164e431321bc","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":28,"box":{"x":89,"y":380,"width":864,"height":13}},{"id":"c6d6fc08-6366-4f6f-8b5f-b85e064f0db9","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":28,"box":{"x":89,"y":395,"width":803,"height":10}},{"id":"fbb9c33b-b94e-42a3-ba54-efb631a30417","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":28,"box":{"x":89,"y":410,"width":840,"height":13}},{"id":"c727df78-812f-44d5-9ef8-d908cb79ca8e","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":28,"box":{"x":89,"y":426,"width":824,"height":12}},{"id":"4f94cacc-361c-47c6-88ec-963eb8195b55","block_type":"box","text":"bid/ask spreads are wide.","page_number":28,"box":{"x":89,"y":441,"width":178,"height":12}},{"id":"7c259254-b0f6-4d60-94bc-e7e171c53cce","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":28,"box":{"x":89,"y":467,"width":381,"height":13}},{"id":"83773ac9-65a1-423a-8573-6101f7477804","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":28,"box":{"x":479,"y":467,"width":434,"height":13}},{"id":"03b46dbc-e378-4021-8aa8-f6a2ea7e1102","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":28,"box":{"x":89,"y":482,"width":858,"height":13}},{"id":"13a16355-272c-4811-a2a0-5d9d8b065b09","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":28,"box":{"x":89,"y":497,"width":829,"height":13}},{"id":"96c7177e-932f-4d84-927f-939d61b71706","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":28,"box":{"x":89,"y":513,"width":820,"height":12}},{"id":"4e841096-2bad-4b97-baf8-9ba2095c8272","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":28,"box":{"x":89,"y":528,"width":820,"height":12}},{"id":"df58eec0-3f70-4ac8-8ea9-ea8d122ddf22","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":28,"box":{"x":88,"y":543,"width":870,"height":12}},{"id":"1cfd469c-7809-4d63-a508-070594da1300","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":28,"box":{"x":89,"y":558,"width":845,"height":12}},{"id":"c37405ab-5e21-4f4e-82f9-055385b91cd4","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":28,"box":{"x":89,"y":573,"width":871,"height":12}},{"id":"98bf0025-c002-4059-a8cd-b70c34e6a7bd","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":28,"box":{"x":89,"y":588,"width":868,"height":12}},{"id":"66609c02-6fc4-426c-97f1-0a706114679f","block_type":"box","text":"required to deliver the instruments underlying the futures contracts it has sold.","page_number":28,"box":{"x":89,"y":603,"width":550,"height":13}},{"id":"44fd657b-836a-45d6-9ce3-9ffe00543f46","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (","page_number":28,"box":{"x":88,"y":630,"width":623,"height":12}},{"id":"40238da5-60f5-4ccf-92ac-64e073a1a778","block_type":"box","text":"e.g.","page_number":28,"box":{"x":713,"y":633,"width":22,"height":9}},{"id":"7c8f85c7-968e-4fba-94ec-e96873070984","block_type":"box","text":", selling uncovered stock index","page_number":28,"box":{"x":738,"y":630,"width":214,"height":12}},{"id":"1595a033-52a2-4bff-9ffd-ce092751f82d","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":28,"box":{"x":88,"y":645,"width":876,"height":12}},{"id":"ae48ccae-f282-4f6f-9f7b-a8104dcd55fe","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":28,"box":{"x":89,"y":660,"width":832,"height":12}},{"id":"efc235d5-a0fc-4157-8877-40634815d3b5","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":28,"box":{"x":89,"y":675,"width":842,"height":12}},{"id":"238f243d-ce87-4054-965d-254d8d759f54","block_type":"box","text":"relative to the size of a required margin deposit.","page_number":28,"box":{"x":89,"y":690,"width":330,"height":13}},{"id":"9a70206c-b332-46ba-a39f-71b74bbe5bea","block_type":"box","text":"Utilization of futures and options on futures by a Fund involves the risk of imperfect or even negative correlation to the","page_number":28,"box":{"x":89,"y":717,"width":828,"height":12}},{"id":"82f63426-6a9b-423f-b677-86a06da0517d","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":28,"box":{"x":89,"y":732,"width":879,"height":12}},{"id":"24de1915-b6a8-4044-b1f8-996a6744c710","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":28,"box":{"x":89,"y":747,"width":848,"height":12}},{"id":"b242d99b-9f33-4b7d-9aec-82509a73af13","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":28,"box":{"x":89,"y":762,"width":869,"height":12}},{"id":"c81233c0-6b9a-4467-af9c-89680eb1d285","block_type":"box","text":"could prove to be incorrect.","page_number":28,"box":{"x":89,"y":777,"width":191,"height":12}},{"id":"a94274b0-f4cc-4876-ab61-9e9dd6bfbc88","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":28,"box":{"x":89,"y":804,"width":809,"height":12}},{"id":"46cf637e-1aa0-402e-ba12-6545927c8ad0","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":28,"box":{"x":89,"y":819,"width":845,"height":12}},{"id":"d0e70154-fade-4d3c-bd7c-52e67e942164","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":28,"box":{"x":88,"y":834,"width":864,"height":12}},{"id":"65719474-371b-492b-aed3-b858be5e21a4","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":28,"box":{"x":89,"y":849,"width":816,"height":12}},{"id":"a465d72b-a5fa-4c10-a296-64187db8b90c","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":28,"box":{"x":89,"y":864,"width":859,"height":12}},{"id":"e8294903-a35f-4cc7-9551-577d76dcbc0c","block_type":"box","text":"14","page_number":28,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"589044ae-e27d-431a-bbe1-12e8571ef32d","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":29,"box":{"x":89,"y":44,"width":839,"height":12}},{"id":"c925121d-8b82-4675-9671-000c97010364","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":29,"box":{"x":89,"y":59,"width":869,"height":12}},{"id":"6b5a7d8d-7544-409c-8a13-8eaa7cc0d7bb","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":29,"box":{"x":88,"y":74,"width":871,"height":12}},{"id":"b566664c-4588-4bfb-a711-11a14ed3562b","block_type":"box","text":"be required to make daily cash payments of variation margin.","page_number":29,"box":{"x":89,"y":89,"width":427,"height":13}},{"id":"b0d1e8c3-054d-4fe8-94d6-dbb8b7e73d9d","block_type":"box","text":"Risk of Investing in Non-U.S. Equity Securities.","page_number":29,"box":{"x":89,"y":116,"width":332,"height":12}},{"id":"dbc231d4-9b92-4d63-91a4-49a3f67cc732","block_type":"box","text":"An investment in a Fund involves risks similar to those of investing in","page_number":29,"box":{"x":430,"y":116,"width":481,"height":12}},{"id":"165b67c9-cda9-4df7-8a1b-79eea5036a5a","block_type":"box","text":"portfolios of equity securities traded on non-U.S. exchanges. These risks include market fluctuations caused by such factors","page_number":29,"box":{"x":89,"y":131,"width":866,"height":12}},{"id":"424f6ac7-b41f-4669-bb9d-a392cfd31b5f","block_type":"box","text":"as economic and political developments in those foreign countries, changes in interest rates and perceived trends in stock","page_number":29,"box":{"x":89,"y":146,"width":854,"height":12}},{"id":"117d5075-1706-4d74-ab96-add41ae157a9","block_type":"box","text":"prices. Investing in securities issued by issuers domiciled in countries other than the domicile of the investor and","page_number":29,"box":{"x":89,"y":161,"width":785,"height":12}},{"id":"d0f695dd-6b4b-4b91-ae71-cf585cb8a247","block_type":"box","text":"denominated in currencies other than an investor’s local currency entails certain considerations and risks not typically","page_number":29,"box":{"x":89,"y":176,"width":826,"height":13}},{"id":"17511785-38e9-4732-a7cc-bc44bba99c37","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":29,"box":{"x":89,"y":191,"width":870,"height":13}},{"id":"1fdcb9e3-2988-4954-96c3-4b89d716a725","block_type":"box","text":"include favorable or unfavorable changes in interest rates, currency exchange rates, exchange control regulations and the","page_number":29,"box":{"x":89,"y":206,"width":849,"height":13}},{"id":"310e2539-c794-4379-b728-5f8458f1c831","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":29,"box":{"x":89,"y":222,"width":863,"height":12}},{"id":"c4725ed6-a6bd-4cc8-8d9a-cf3a090814d6","block_type":"box","text":"involves certain risks and considerations not typically associated with investing in a fund whose portfolio contains exclusively","page_number":29,"box":{"x":89,"y":237,"width":876,"height":12}},{"id":"5ef4e6a4-c7c6-4795-800e-3b9750a5345e","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":29,"box":{"x":89,"y":252,"width":867,"height":12}},{"id":"8bcc77f9-9da4-427b-91c1-dce92d543530","block_type":"box","text":"volatility; less publicly available information about issuers; the imposition of withholding or other taxes; the imposition of","page_number":29,"box":{"x":88,"y":267,"width":847,"height":12}},{"id":"0e49754a-3c46-4f65-ba97-06c7beea7794","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":29,"box":{"x":89,"y":282,"width":864,"height":12}},{"id":"e04d0328-b9f2-4e6a-8ea2-411cf9619ca5","block_type":"box","text":"attendant in settlement procedures; difficulties in enforcing contractual obligations; lower liquidity and significantly smaller","page_number":29,"box":{"x":89,"y":297,"width":861,"height":12}},{"id":"7fee690b-1964-4ddb-bc90-cb1878c435a5","block_type":"box","text":"market capitalization; different accounting and disclosure standards; lower levels of regulation of the securities markets; more","page_number":29,"box":{"x":89,"y":312,"width":879,"height":13}},{"id":"ed592d00-6822-4114-b25b-baa9ee1aacc7","block_type":"box","text":"substantial government interference with the economy and businesses; higher rates of inflation; greater social, economic,","page_number":29,"box":{"x":89,"y":327,"width":850,"height":13}},{"id":"5aa8249f-3ad7-4b60-a84b-497d981dbf66","block_type":"box","text":"and political uncertainty; the risk of nationalization or expropriation of assets; and the risk of war.","page_number":29,"box":{"x":89,"y":342,"width":678,"height":13}},{"id":"d9e01c13-643e-45d3-b0ea-032ad2d7bb72","block_type":"box","text":"Risk of Swap Agreements.","page_number":29,"box":{"x":89,"y":369,"width":187,"height":12}},{"id":"8a418a84-eeb9-46d5-8115-da0c7480e4da","block_type":"box","text":"The risk of loss with respect to swaps (including NDFs) is generally limited to the net amount of","page_number":29,"box":{"x":284,"y":369,"width":672,"height":12}},{"id":"0fb949b1-3742-48c9-b111-5c5abbb4a364","block_type":"box","text":"payments that a Fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty","page_number":29,"box":{"x":89,"y":384,"width":879,"height":12}},{"id":"0bc2c335-3cfd-482b-a688-f100db3782df","block_type":"box","text":"will default on its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements","page_number":29,"box":{"x":88,"y":399,"width":846,"height":13}},{"id":"58d67da9-f785-4bff-b7a2-014e20c33149","block_type":"box","text":"related to the transaction. However, such remedies may be subject to bankruptcy and insolvency laws, which could affect","page_number":29,"box":{"x":89,"y":414,"width":848,"height":13}},{"id":"a347670c-9606-45ab-a6ae-94ad3118cb12","block_type":"box","text":"such Fund’s rights as a creditor (","page_number":29,"box":{"x":89,"y":429,"width":228,"height":13}},{"id":"b37e0261-f862-4659-bf29-ab2accadc843","block_type":"box","text":"e.g.","page_number":29,"box":{"x":318,"y":432,"width":23,"height":10}},{"id":"268ebfac-7c6d-40ff-a422-41e523b4e720","block_type":"box","text":", a Fund may not receive the net amount of payments that it is contractually entitled to","page_number":29,"box":{"x":343,"y":429,"width":607,"height":13}},{"id":"0d350f4d-d612-45b1-9607-437993646ceb","block_type":"box","text":"receive), which could result in the Fund losing the benefits of any hedging position.","page_number":29,"box":{"x":89,"y":445,"width":581,"height":12}},{"id":"0ff4519b-cfe1-4cb9-863d-f06434a9d9ab","block_type":"box","text":"A Fund is required to post and collect variation margin and initial margin (comprised of specified liquid securities subject to","page_number":29,"box":{"x":88,"y":471,"width":864,"height":12}},{"id":"317c492a-5341-4db3-bad1-0cae231850f5","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":29,"box":{"x":89,"y":486,"width":876,"height":12}},{"id":"a10f265b-6297-4f66-a4fe-bab617c9ff40","block_type":"box","text":"Tracking Error Risk.","page_number":29,"box":{"x":88,"y":513,"width":141,"height":12}},{"id":"bbc067aa-fd43-4ba0-baec-3b061449934a","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":29,"box":{"x":238,"y":513,"width":716,"height":12}},{"id":"628a1d83-c7fe-4f57-b3ae-41cbbf751f4d","block_type":"box","text":"the applicable underlying index. Tracking error may occur because of differences between the securities and other","page_number":29,"box":{"x":88,"y":528,"width":800,"height":12}},{"id":"9112f2ce-da6a-4f63-b036-361bbff76607","block_type":"box","text":"instruments held in a Fund’s portfolio and those included in its applicable underlying index, pricing differences, transaction","page_number":29,"box":{"x":89,"y":543,"width":858,"height":12}},{"id":"96ed2c2a-89f6-4633-a21c-0bc866abe198","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":29,"box":{"x":89,"y":558,"width":834,"height":12}},{"id":"35db60d8-d3ac-41db-968e-0c1cc2f0eb63","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":29,"box":{"x":89,"y":573,"width":853,"height":12}},{"id":"46fce5aa-ea1d-4803-b6e5-6f03d48b41c6","block_type":"box","text":"through tax treatment, portfolio transactions carried out to minimize the distribution of capital gains to shareholders,","page_number":29,"box":{"x":88,"y":588,"width":820,"height":12}},{"id":"e5df505a-1ecf-4071-91ec-7bee91722f58","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":29,"box":{"x":89,"y":603,"width":865,"height":13}},{"id":"fcaf6d73-39be-474c-b6f4-a793a8b1aa76","block_type":"box","text":"new or existing regulatory requirements. This risk may be heightened during times of increased market volatility or other","page_number":29,"box":{"x":89,"y":618,"width":845,"height":13}},{"id":"63e76cd2-8de7-471e-ac16-a124ad1fdb14","block_type":"box","text":"unusual market conditions. Tracking error also may result because a Fund incurs fees and expenses, while its applicable","page_number":29,"box":{"x":89,"y":633,"width":838,"height":13}},{"id":"6d680733-b458-4057-98ec-484fe91826e8","block_type":"box","text":"underlying index does not.","page_number":29,"box":{"x":89,"y":649,"width":185,"height":12}},{"id":"d61a54cd-b01c-4b18-a26c-ffc007e2b7a3","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":29,"box":{"x":88,"y":675,"width":846,"height":12}},{"id":"90b723a4-10c2-49fe-89ce-3e0c81531df0","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":29,"box":{"x":89,"y":690,"width":853,"height":13}},{"id":"71699e23-81a8-4d6b-8498-400fdf96e35a","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":29,"box":{"x":89,"y":705,"width":876,"height":13}},{"id":"ad871f79-428c-4c87-9d7d-72653c965b35","block_type":"box","text":"interest or lending activity, negative sentiment, suspended trading or incorrect free-float calculations, which could be","page_number":29,"box":{"x":89,"y":720,"width":818,"height":13}},{"id":"712d5c2f-ee8a-4ea2-8a3d-5cd74efdbecd","block_type":"box","text":"indicators of possible irregularities, miscalculations or even fraud). If it identifies such behavior, BFA may, where appropriate,","page_number":29,"box":{"x":89,"y":736,"width":867,"height":12}},{"id":"ab556055-4b2a-4760-83ef-32b292deb258","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":29,"box":{"x":89,"y":751,"width":867,"height":12}},{"id":"4e5ec05a-45b0-4271-9792-624101c81d6e","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":29,"box":{"x":89,"y":766,"width":873,"height":12}},{"id":"8cbee105-27c9-443d-9ee8-c1758a72cd07","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":29,"box":{"x":89,"y":781,"width":835,"height":12}},{"id":"d71c352d-de51-41bc-a9b1-708dadde352f","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":29,"box":{"x":89,"y":796,"width":817,"height":12}},{"id":"f9871f06-1ad9-4d3f-8a6c-e67b94c09cb8","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":29,"box":{"x":89,"y":811,"width":866,"height":12}},{"id":"e7cadf7b-ded5-446f-be8b-00f01d34d9f4","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":29,"box":{"x":89,"y":826,"width":869,"height":13}},{"id":"df26028a-7c3f-4006-a3e8-bb3baa7e890d","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":29,"box":{"x":89,"y":841,"width":848,"height":13}},{"id":"e6f869c5-4e42-4a86-9824-abe6ac5bf002","block_type":"box","text":"asset value if one or more such securities declines in value.","page_number":29,"box":{"x":89,"y":856,"width":410,"height":10}},{"id":"692896f4-6976-4651-a2d7-542d2de3fa6e","block_type":"box","text":"15","page_number":29,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"fbbfbdc9-1e26-415d-a93c-84c2b6894a2f","block_type":"box","text":"Volatility Risk.","page_number":30,"box":{"x":88,"y":44,"width":101,"height":12}},{"id":"0692a9e1-647c-459b-b830-cdfde60d3228","block_type":"box","text":"The value of a security may fluctuate due to factors affecting markets generally or particular industries. This","page_number":30,"box":{"x":198,"y":44,"width":754,"height":12}},{"id":"18364d13-d080-4d8b-9469-add2c0e6a8af","block_type":"box","text":"volatility may affect a Fund’s NAV. Although certain of the Underlying Indexes were created to seek lower absolute volatility,","page_number":30,"box":{"x":88,"y":59,"width":863,"height":12}},{"id":"2bf500e3-9e33-40e0-bc06-7f140a5c09b2","block_type":"box","text":"there is no guarantee that these strategies will be successful. The Index Provider may be unsuccessful in creating an index","page_number":30,"box":{"x":88,"y":74,"width":855,"height":12}},{"id":"39bb1fbb-a0f6-49df-85ee-ade51d98ea3c","block_type":"box","text":"that minimizes volatility, and there is a risk that each Fund may experience more than minimum volatility. Securities in the","page_number":30,"box":{"x":88,"y":89,"width":851,"height":13}},{"id":"1fd9640f-1b1b-4e9e-a12c-f08bec604dc7","block_type":"box","text":"Funds’ portfolios may be subject to price volatility and their prices may not be any less volatile than the market as a whole","page_number":30,"box":{"x":89,"y":104,"width":852,"height":13}},{"id":"5ec97fb2-d475-48a9-a75b-2ad6876ff100","block_type":"box","text":"and could be more volatile. Events or financial circumstances affecting individual securities or sectors may increase the","page_number":30,"box":{"x":89,"y":119,"width":831,"height":13}},{"id":"03a74b78-c374-4679-b813-c986594e3013","block_type":"box","text":"volatility of the Funds.","page_number":30,"box":{"x":88,"y":135,"width":154,"height":12}},{"id":"83c4ef5e-6354-460d-8ec3-67bb2ec80aca","block_type":"box","text":"Risk of Investing in Africa.","page_number":30,"box":{"x":89,"y":161,"width":187,"height":12}},{"id":"053addca-7761-4e33-994f-277235aa22ea","block_type":"box","text":"Investments in securities of issuers in certain African countries involve heightened risks","page_number":30,"box":{"x":286,"y":161,"width":609,"height":12}},{"id":"55dbfa7c-a165-4a3e-9efd-6304539deeeb","block_type":"box","text":"including, among others, expropriation and/or nationalization of assets, confiscatory taxation, political instability, including","page_number":30,"box":{"x":89,"y":176,"width":861,"height":13}},{"id":"ddfc709f-05cd-4637-94f4-3d497f9a6071","block_type":"box","text":"authoritarian and/or military involvement in governmental decision-making, armed conflict, civil war, and social instability as","page_number":30,"box":{"x":89,"y":191,"width":874,"height":13}},{"id":"1e32286a-ead2-4967-a7f3-7a4a52885d7d","block_type":"box","text":"a result of religious, ethnic and/or socio-economic unrest or widespread outbreaks of disease and, in certain countries,","page_number":30,"box":{"x":89,"y":206,"width":833,"height":13}},{"id":"44186773-9f9d-4bac-a877-18f1a334cb14","block_type":"box","text":"genocidal warfare.","page_number":30,"box":{"x":89,"y":222,"width":128,"height":12}},{"id":"5d334939-5e3d-426b-bc24-5cdce5c01816","block_type":"box","text":"Certain countries in Africa generally have less developed capital markets than traditional emerging market countries, and,","page_number":30,"box":{"x":89,"y":248,"width":849,"height":12}},{"id":"7c51dab5-5478-44ed-9ffe-463852421e7b","block_type":"box","text":"consequently, the risks of investing in foreign securities are magnified in such countries. Because securities markets of","page_number":30,"box":{"x":89,"y":263,"width":828,"height":12}},{"id":"5706306c-8d48-4aee-8a83-0a527232023f","block_type":"box","text":"countries in Africa are generally underdeveloped and are generally less correlated to global economic cycles than those","page_number":30,"box":{"x":89,"y":278,"width":833,"height":13}},{"id":"9dc57bee-e6ae-4337-be45-efc0010951a5","block_type":"box","text":"markets located in more developed countries, securities markets in African countries are subject to greater risks associated","page_number":30,"box":{"x":89,"y":293,"width":861,"height":13}},{"id":"56e549d8-9298-4a5f-acd1-233e789dfeaa","block_type":"box","text":"with market volatility, lower market capitalization, lower trading volume, illiquidity, inflation, greater price fluctuations and","page_number":30,"box":{"x":88,"y":308,"width":851,"height":13}},{"id":"8ebaf6ba-f6e1-41d3-8ee1-799b32bb1fb7","block_type":"box","text":"uncertainty regarding the existence of trading markets. Moreover, trading on African securities markets may be suspended","page_number":30,"box":{"x":89,"y":324,"width":858,"height":12}},{"id":"f5392aa0-5365-40ae-a79d-9c6983f03e9b","block_type":"box","text":"altogether.","page_number":30,"box":{"x":89,"y":339,"width":73,"height":12}},{"id":"7fc0fea2-3ab2-4971-9647-aaac786de936","block_type":"box","text":"Market volatility may also be heightened by the actions of a small number of investors. Brokerage firms in certain countries in","page_number":30,"box":{"x":89,"y":365,"width":876,"height":12}},{"id":"75558f11-1ea7-465c-9edc-4cba57e64d3c","block_type":"box","text":"Africa may be fewer in number and less established than brokerage firms in more developed markets. Since a Fund and an","page_number":30,"box":{"x":88,"y":380,"width":857,"height":13}},{"id":"39f8f7ab-e46e-4803-9161-4908351fcbe9","block_type":"box","text":"Underlying Fund may need to effect securities transactions through these brokerage firms, the Fund and an Underlying Fund","page_number":30,"box":{"x":89,"y":395,"width":872,"height":13}},{"id":"b891df3a-8d3c-4f46-8cc9-1fdf412c0c5e","block_type":"box","text":"are subject to the risk that these brokerage firms will not be able to fulfill their obligations to the Fund and an Underlying","page_number":30,"box":{"x":89,"y":410,"width":842,"height":13}},{"id":"de2e1835-d2b6-4a3b-a589-450c39e9909c","block_type":"box","text":"Fund (","page_number":30,"box":{"x":89,"y":426,"width":44,"height":12}},{"id":"ceee16c3-d7d3-4373-a379-b681567075e3","block_type":"box","text":"i.e.,","page_number":30,"box":{"x":134,"y":427,"width":22,"height":10}},{"id":"93604aea-d4cd-4af3-9c10-78f27bbf639f","block_type":"box","text":"counterparty risk). This risk is magnified to the extent that a Fund and an Underlying Fund effect securities","page_number":30,"box":{"x":162,"y":426,"width":746,"height":12}},{"id":"b772cb99-4fff-4737-92f7-13aeaa827f75","block_type":"box","text":"transactions through a single brokerage firm or a small number of brokerage firms.","page_number":30,"box":{"x":88,"y":441,"width":580,"height":12}},{"id":"4af2714d-956a-4621-a36e-d438e1455f7c","block_type":"box","text":"Certain governments in African countries restrict or control to varying degrees the ability of foreign investors to invest in","page_number":30,"box":{"x":89,"y":467,"width":839,"height":13}},{"id":"f5185315-8cce-4ec0-8ae3-91d142f8f612","block_type":"box","text":"securities of issuers located or operating in those countries. Moreover, certain countries in Africa require governmental","page_number":30,"box":{"x":89,"y":482,"width":829,"height":13}},{"id":"9d3a7f4c-2262-417f-afdc-e8c57180bfb9","block_type":"box","text":"approval or special licenses prior to investment by foreign investors and may limit the amount of investment by foreign","page_number":30,"box":{"x":89,"y":497,"width":829,"height":13}},{"id":"5c06c0fa-cc7a-4af9-84ac-1efdc03a42ea","block_type":"box","text":"investors in a particular industry and/or issuer, and may limit such foreign investment to a certain class of securities of an","page_number":30,"box":{"x":89,"y":513,"width":848,"height":12}},{"id":"627ed6c8-c83f-4d71-870e-33a4ded5c693","block_type":"box","text":"issuer that may have less advantageous rights than the classes available for purchase by domestic investors of the countries","page_number":30,"box":{"x":89,"y":528,"width":867,"height":12}},{"id":"df5bef44-477f-4428-8826-a58862f418f5","block_type":"box","text":"and/or impose additional taxes on foreign investors. A delay in obtaining a government approval or a license would delay","page_number":30,"box":{"x":89,"y":543,"width":848,"height":12}},{"id":"975d158e-d62c-4696-873a-fa91647d0a5f","block_type":"box","text":"investments in a particular country, and, as a result, a Fund or the Underlying Funds may not be able to invest in certain","page_number":30,"box":{"x":89,"y":558,"width":833,"height":12}},{"id":"33c787be-3ddc-4654-be17-224e620592ae","block_type":"box","text":"securities while approval is pending. The government of a particular country may also withdraw or decline to renew a license","page_number":30,"box":{"x":89,"y":573,"width":873,"height":12}},{"id":"6387a660-7c48-4fde-9d67-c4e9d5406529","block_type":"box","text":"that enables a Fund or the Underlying Funds to invest in such country. These factors make investing in issuers located or","page_number":30,"box":{"x":88,"y":588,"width":844,"height":12}},{"id":"ce4f3902-1bc9-4030-b2e9-9ba36f6721db","block_type":"box","text":"operating in countries in Africa significantly riskier than investing in issuers located or operating in more developed countries,","page_number":30,"box":{"x":89,"y":603,"width":878,"height":13}},{"id":"fdcd4e27-6e3c-4b3d-9e1f-4880e8a9bb08","block_type":"box","text":"and any one of these factors could cause a decline in the value of a Fund’s and an Underlying Fund’s investments. Issuers","page_number":30,"box":{"x":89,"y":618,"width":849,"height":13}},{"id":"c9ff74f4-fa54-4591-8052-306dafce616b","block_type":"box","text":"located or operating in countries in Africa are generally not subject to the same rules and regulations as issuers located or","page_number":30,"box":{"x":89,"y":633,"width":853,"height":13}},{"id":"05af25c3-93f4-4698-bf42-02ed46f7612b","block_type":"box","text":"operating in more developed countries. Therefore, there may be less financial and other information publicly available with","page_number":30,"box":{"x":89,"y":649,"width":856,"height":12}},{"id":"1828e485-dd9d-4a5c-b7f5-39a593ab4231","block_type":"box","text":"regard to issuers located or operating in countries in Africa and such issuers are generally not subject to the uniform","page_number":30,"box":{"x":89,"y":664,"width":813,"height":12}},{"id":"01291e41-5e48-4fe1-8ca5-0d72ff85caa5","block_type":"box","text":"accounting, auditing and financial reporting standards applicable to issuers located or operating in more developed","page_number":30,"box":{"x":89,"y":679,"width":807,"height":12}},{"id":"82b5b286-ffd8-4520-a18c-040ce7590cbc","block_type":"box","text":"countries.","page_number":30,"box":{"x":89,"y":695,"width":68,"height":9}},{"id":"bf2a829a-86a7-4142-a56e-7146d07417b6","block_type":"box","text":"In addition, governments of certain countries in Africa in which a Fund or the Underlying Funds may invest may levy","page_number":30,"box":{"x":89,"y":720,"width":813,"height":13}},{"id":"67a354ef-0dfb-43cb-a954-f3e36f536fd0","block_type":"box","text":"withholding or other taxes on income such as dividends, interest and realized capital gains. Although in certain countries in","page_number":30,"box":{"x":88,"y":736,"width":863,"height":12}},{"id":"03342d95-4a51-4455-8f6f-1164bfdeafdc","block_type":"box","text":"Africa a portion of these taxes are recoverable, the non-recovered portion of foreign withholding taxes will reduce the income","page_number":30,"box":{"x":88,"y":751,"width":878,"height":12}},{"id":"0738eafb-f360-4ae7-8de9-35df40b56aa6","block_type":"box","text":"received from investments in such countries.","page_number":30,"box":{"x":89,"y":766,"width":312,"height":9}},{"id":"ec9b6f4a-34e6-47d0-b888-0359f6e620b6","block_type":"box","text":"Investment in countries in Africa may be subject to a greater degree of risk associated with governmental approval in","page_number":30,"box":{"x":89,"y":792,"width":818,"height":13}},{"id":"d0d30141-0435-40d7-bc88-d06576182608","block_type":"box","text":"connection with the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In","page_number":30,"box":{"x":89,"y":807,"width":858,"height":13}},{"id":"264dcfcd-9728-4189-a4c2-f0bae789ef48","block_type":"box","text":"addition, there is the risk that if an African country’s balance of payments declines, such African country may impose","page_number":30,"box":{"x":89,"y":822,"width":819,"height":13}},{"id":"049d7ba7-fcaf-425f-b201-eef0cdb73dce","block_type":"box","text":"temporary restrictions on foreign capital remittances. Consequently, a Fund or the Underlying Funds could be adversely","page_number":30,"box":{"x":88,"y":838,"width":837,"height":12}},{"id":"dbc0d703-5d2f-4476-aa3b-6324a87cf1b3","block_type":"box","text":"affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the","page_number":30,"box":{"x":89,"y":853,"width":820,"height":12}},{"id":"859a1d0e-8d5b-4c54-b768-3a0b85090f9b","block_type":"box","text":"16","page_number":30,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"f6c46643-406c-4307-9160-474ab0d1aa1d","block_type":"box","text":"application to the Fund or the Underlying Funds of any restrictions on investments. Additionally, investments in countries in","page_number":31,"box":{"x":89,"y":44,"width":868,"height":12}},{"id":"95618ae7-e5d3-4afe-aeed-84b21c92b98e","block_type":"box","text":"Africa may require a Fund or the Underlying Funds to adopt special procedures, seek local government approvals or take","page_number":31,"box":{"x":88,"y":59,"width":844,"height":12}},{"id":"d56a6ddb-bcfa-41dc-89dd-5a0cabe286ba","block_type":"box","text":"other actions, each of which may involve additional costs to a Fund or the Underlying Funds.","page_number":31,"box":{"x":89,"y":74,"width":647,"height":12}},{"id":"670059f1-57f5-4216-9887-33e83cae5cb5","block_type":"box","text":"Securities laws in many countries in Africa are relatively new and unsettled and, consequently, there is a risk of rapid and","page_number":31,"box":{"x":88,"y":101,"width":843,"height":12}},{"id":"1cde27a7-a5f7-410b-9b22-341a34ae278f","block_type":"box","text":"unpredictable change in laws regarding foreign investment, securities regulation, title to securities and shareholder rights.","page_number":31,"box":{"x":89,"y":116,"width":851,"height":12}},{"id":"c108f33d-3055-4e47-9792-1c991660a02d","block_type":"box","text":"Accordingly, foreign investors may be adversely affected by new or amended laws and regulations. In addition, there may be","page_number":31,"box":{"x":88,"y":131,"width":868,"height":12}},{"id":"d66a70e8-4522-418d-aca5-3d4fee7b92ae","block_type":"box","text":"no single centralized securities exchange on which securities are traded in certain countries in Africa and the systems of","page_number":31,"box":{"x":89,"y":146,"width":840,"height":12}},{"id":"4fd1eb7e-878d-46a7-bef8-0832b088377d","block_type":"box","text":"corporate governance to which issuers located in countries in Africa are subject may be less advanced than those systems to","page_number":31,"box":{"x":89,"y":161,"width":874,"height":12}},{"id":"4710c2f0-b7ea-406a-bf8b-11a7fd02b09c","block_type":"box","text":"which issuers located in more developed countries are subject, and, therefore, shareholders of issuers located in such","page_number":31,"box":{"x":88,"y":176,"width":821,"height":13}},{"id":"162dc448-a904-4e8a-a5a6-9489ec3857fc","block_type":"box","text":"countries may not receive many of the protections available to shareholders of issuers located in more developed countries.","page_number":31,"box":{"x":89,"y":191,"width":864,"height":13}},{"id":"a48b8362-0261-48df-99d3-8da6c5f041a7","block_type":"box","text":"Even in circumstances where adequate laws and shareholder rights exist, it may not be possible to obtain swift and equitable","page_number":31,"box":{"x":89,"y":206,"width":874,"height":13}},{"id":"e550a624-290e-4298-870e-fc7451142db0","block_type":"box","text":"enforcement of the law. In addition, the enforcement of systems of taxation at federal, regional and local levels in countries in","page_number":31,"box":{"x":89,"y":222,"width":875,"height":12}},{"id":"6cf5063a-4504-4530-861a-94ec0f26911c","block_type":"box","text":"Africa may be inconsistent and subject to sudden change.","page_number":31,"box":{"x":88,"y":237,"width":406,"height":12}},{"id":"7f91bcdf-a0f9-428b-8725-a0aff0f7b25a","block_type":"box","text":"Certain countries in Africa may be heavily dependent upon international trade and, consequently, have been and may","page_number":31,"box":{"x":89,"y":263,"width":821,"height":12}},{"id":"40586eb8-bf93-46a4-aea4-11cbdda3dcc8","block_type":"box","text":"continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative currency values and","page_number":31,"box":{"x":89,"y":278,"width":873,"height":13}},{"id":"c59ba90f-ae0e-4641-a0aa-d3b7347e1bbb","block_type":"box","text":"other protectionist measures imposed or negotiated by the countries with which they trade. These countries also have been","page_number":31,"box":{"x":89,"y":293,"width":866,"height":13}},{"id":"ed4d3e26-6a61-4806-8c9b-c3755922873d","block_type":"box","text":"and may continue to be adversely affected by economic conditions in the countries with which they trade. Certain countries","page_number":31,"box":{"x":89,"y":308,"width":867,"height":13}},{"id":"b110754b-2b82-4a20-9bc2-812e42f835bd","block_type":"box","text":"in Africa depend to a significant extent upon exports of primary commodities such as gold, silver, copper and diamonds.","page_number":31,"box":{"x":89,"y":324,"width":842,"height":12}},{"id":"7e2043f0-7774-431b-b46a-148627a4a585","block_type":"box","text":"These countries therefore are vulnerable to changes in commodity prices, which may be affected by a variety of factors. In","page_number":31,"box":{"x":88,"y":339,"width":854,"height":12}},{"id":"82bbe92c-1d85-4149-9eb7-b59696ce33dc","block_type":"box","text":"addition, certain issuers located in countries in Africa in which a Fund or the Underlying Funds invests may operate in, or","page_number":31,"box":{"x":89,"y":354,"width":845,"height":12}},{"id":"3fc33760-5afb-4a8a-b705-444bfa9e597e","block_type":"box","text":"have dealings with, countries subject to sanctions and/or embargoes imposed by the U.S. government and the United","page_number":31,"box":{"x":89,"y":369,"width":824,"height":12}},{"id":"b5d517f6-cd3b-480e-9a4a-30efba5462ed","block_type":"box","text":"Nations, and/or countries identified by the U.S. government as state sponsors of terrorism. As a result, an issuer may sustain","page_number":31,"box":{"x":89,"y":384,"width":871,"height":12}},{"id":"eceef12f-bf65-4b4f-8a4d-abb9a17c77a1","block_type":"box","text":"damage to its reputation if it is identified as an issuer which operates in, or has dealings with, such countries. A Fund or an","page_number":31,"box":{"x":89,"y":399,"width":857,"height":13}},{"id":"422102da-baa7-4fc9-a487-a82769db77cc","block_type":"box","text":"Underlying Fund, as an investor in such issuers, will be indirectly subject to those risks.","page_number":31,"box":{"x":89,"y":414,"width":605,"height":13}},{"id":"bc355481-f4a3-4ce1-bd76-20a735a85602","block_type":"box","text":"The governments of certain countries in Africa may exercise substantial influence over many aspects of the private sector","page_number":31,"box":{"x":88,"y":441,"width":851,"height":12}},{"id":"e30b18ea-8feb-4e98-959f-c130356ce25f","block_type":"box","text":"and may own or control many companies. Future government actions could have a significant effect on the economic","page_number":31,"box":{"x":89,"y":456,"width":824,"height":12}},{"id":"5bf21a93-56b9-437c-82ca-faa0bd40cdd4","block_type":"box","text":"conditions in such countries, which could have a negative impact on private sector companies. There is also the possibility of","page_number":31,"box":{"x":89,"y":471,"width":876,"height":12}},{"id":"1ea62689-5d23-4d97-8d72-468d1e7da613","block_type":"box","text":"diplomatic developments that could adversely affect investments in certain countries in Africa. Some countries in Africa may","page_number":31,"box":{"x":89,"y":486,"width":872,"height":12}},{"id":"5315e18c-269a-4392-a880-ca273033aaaf","block_type":"box","text":"be affected by a greater degree of public corruption and crime, including organized crime.","page_number":31,"box":{"x":89,"y":501,"width":626,"height":13}},{"id":"c767bbff-3459-410f-ba0d-66ec653cf4c1","block_type":"box","text":"Political instability and protests in North Africa and the Middle East have caused and may in the future cause significant","page_number":31,"box":{"x":89,"y":528,"width":835,"height":12}},{"id":"1aa1ce89-31c8-4947-bdd1-76e47dfbb072","block_type":"box","text":"disruptions to many industries. In addition, the outbreak of Ebola in Western Africa severely challenged health care industries","page_number":31,"box":{"x":89,"y":543,"width":875,"height":12}},{"id":"4e37f866-c65d-43b4-8b45-25257a03f58c","block_type":"box","text":"in those countries and adversely impacted the region’s economy due to quarantines and disruptions of trade, which has","page_number":31,"box":{"x":89,"y":558,"width":839,"height":12}},{"id":"c9b944fc-dd04-4f44-88eb-a003c87c9d3a","block_type":"box","text":"further increased instability in the region. This instability has demonstrated that political and social unrest can spread quickly","page_number":31,"box":{"x":88,"y":573,"width":875,"height":12}},{"id":"918fb40a-a7cf-4ab6-ba09-13f1de51b919","block_type":"box","text":"through the region, and that developments in one country can influence the political events in neighboring countries. Some","page_number":31,"box":{"x":88,"y":588,"width":866,"height":12}},{"id":"f90371f2-38d8-4787-b9fa-b7154fb87b48","block_type":"box","text":"protests have turned violent, and civil war and political reconstruction in certain countries such as Libya, Iraq and Syria pose a","page_number":31,"box":{"x":89,"y":603,"width":878,"height":13}},{"id":"1cf6cf8f-d9a7-4889-86f9-c45bdca0ee22","block_type":"box","text":"risk to investments in the region. Continued political and social unrest in these regions, including the ongoing warfare and","page_number":31,"box":{"x":89,"y":618,"width":853,"height":13}},{"id":"b7d31490-b7dc-45e2-909b-fe21da28b71c","block_type":"box","text":"terrorist activities in the Middle East and Africa, may negatively affect the value of an investment in a Fund or an Underlying","page_number":31,"box":{"x":88,"y":633,"width":863,"height":13}},{"id":"0f0f9281-c181-48f8-9568-822ed6501e44","block_type":"box","text":"Fund.","page_number":31,"box":{"x":89,"y":649,"width":38,"height":9}},{"id":"8cbb4500-c575-45ee-b6de-c922554fa3b3","block_type":"box","text":"Risk of Investing in Asia.","page_number":31,"box":{"x":89,"y":675,"width":175,"height":12}},{"id":"6afab37c-4007-486e-947d-64bc948c1a3b","block_type":"box","text":"Investments in securities of issuers in certain Asian countries involve risks not typically associated","page_number":31,"box":{"x":278,"y":675,"width":682,"height":12}},{"id":"951c930d-5cce-44d2-b764-d65b065ab660","block_type":"box","text":"with investments in securities of issuers in other regions. Such heightened risks include, among others, expropriation and/or","page_number":31,"box":{"x":88,"y":690,"width":874,"height":13}},{"id":"813270d3-cf0d-4094-a6b0-d56643d87367","block_type":"box","text":"nationalization of assets, confiscatory taxation, piracy of intellectual property, data and other security breaches (especially of","page_number":31,"box":{"x":89,"y":705,"width":873,"height":13}},{"id":"a0a0ac32-7cc6-4ff1-83f7-8026f32425f7","block_type":"box","text":"data stored electronically), political instability, including authoritarian and/or military involvement in governmental decision","page_number":31,"box":{"x":89,"y":720,"width":870,"height":13}},{"id":"25b47b66-154e-49eb-bc82-42e1faaea669","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":31,"box":{"x":89,"y":736,"width":837,"height":12}},{"id":"361e5b23-88ac-463b-84d9-18dd3b85cdfc","block_type":"box","text":"economies have experienced rapid rates of economic growth and industrialization in recent years, and there is no assurance","page_number":31,"box":{"x":89,"y":751,"width":867,"height":12}},{"id":"08455401-1bef-49f1-b385-307556876746","block_type":"box","text":"that these rates of economic growth and industrialization will be maintained.","page_number":31,"box":{"x":88,"y":766,"width":538,"height":12}},{"id":"9efee0d3-41a2-484e-a8ac-24cdb64d9dc2","block_type":"box","text":"Certain Asian countries have democracies with relatively short histories, which may increase the risk of political instability.","page_number":31,"box":{"x":89,"y":792,"width":852,"height":13}},{"id":"2f39ea7a-2bfb-4f21-8df4-f88a834153b0","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":31,"box":{"x":88,"y":807,"width":867,"height":13}},{"id":"75a2d010-ffe7-4075-b572-56a2f3aa4426","block_type":"box","text":"securities markets. Indonesia and the Philippines have each experienced violence and terrorism, which has negatively","page_number":31,"box":{"x":89,"y":822,"width":821,"height":13}},{"id":"28ba859b-e0ad-43e8-aaff-86737bc76891","block_type":"box","text":"impacted their economies. North Korea and South Korea each have substantial military capabilities, and historical tensions","page_number":31,"box":{"x":89,"y":838,"width":855,"height":12}},{"id":"ef34ed07-99ef-43df-a44e-d5286bcb7de3","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":31,"box":{"x":89,"y":853,"width":825,"height":12}},{"id":"5d71bf04-788f-471b-8379-21e1470937e5","block_type":"box","text":"17","page_number":31,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"e604a610-c0d4-4331-b072-c9e425c024b2","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":32,"box":{"x":89,"y":44,"width":854,"height":11}},{"id":"005dc0e7-1cba-4b18-8092-cda1331a8642","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":32,"box":{"x":88,"y":59,"width":860,"height":12}},{"id":"55c4cf9f-b12c-4ee0-a76c-67c580ad6952","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":32,"box":{"x":88,"y":74,"width":875,"height":12}},{"id":"04a38dbc-1c12-401e-944f-967ffc58900b","block_type":"box","text":"border disputes persist in India. India has recently experienced and may continue to experience civil unrest and hostilities","page_number":32,"box":{"x":89,"y":89,"width":847,"height":13}},{"id":"a0dd3a29-a60c-4b9b-8769-3e5ae3da1f11","block_type":"box","text":"with certain of its neighboring countries. Increased political and social unrest in these geographic areas could adversely affect","page_number":32,"box":{"x":88,"y":104,"width":880,"height":13}},{"id":"9cee0639-055f-4289-baa7-bcd7113c574f","block_type":"box","text":"the performance of investments in this region.","page_number":32,"box":{"x":88,"y":119,"width":323,"height":13}},{"id":"d11f5a44-9b80-46fd-ae76-d8b56c7bb0f8","block_type":"box","text":"Certain governments in this region administer prices on several basic goods, including fuel and electricity, within their","page_number":32,"box":{"x":89,"y":146,"width":822,"height":12}},{"id":"f32641da-52c1-469c-bd8a-30c03d8282e9","block_type":"box","text":"respective countries. Certain governments may exercise substantial influence over many aspects of the private sector in their","page_number":32,"box":{"x":89,"y":161,"width":873,"height":12}},{"id":"bcf5a979-3bdb-49cb-b7cc-65c6a151a33c","block_type":"box","text":"respective countries and may own or control many companies. Future government actions could have a significant effect on","page_number":32,"box":{"x":89,"y":176,"width":868,"height":13}},{"id":"320ff09e-1197-4584-94e8-a7f81a6d2480","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":32,"box":{"x":88,"y":191,"width":878,"height":13}},{"id":"5e1a8488-78d5-4e84-8093-b192675e7436","block_type":"box","text":"the possibility of diplomatic developments adversely affecting investments in the region.","page_number":32,"box":{"x":88,"y":206,"width":617,"height":13}},{"id":"4cff81f7-3ef1-4a16-b5dd-7ececb747232","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":32,"box":{"x":89,"y":233,"width":851,"height":12}},{"id":"c8f1313d-2a52-448d-b690-e0ff491bd876","block_type":"box","text":"discourage foreign investment and could negatively impact the long-term growth of certain economies in this region. In","page_number":32,"box":{"x":89,"y":248,"width":838,"height":12}},{"id":"a0cde46f-e0fc-43ba-a786-123ce67efa09","block_type":"box","text":"addition, certain countries in the region are experiencing high unemployment and corruption, and have fragile banking","page_number":32,"box":{"x":89,"y":263,"width":830,"height":12}},{"id":"e42130ee-46f7-4289-9c36-cf09059c0f57","block_type":"box","text":"sectors.","page_number":32,"box":{"x":89,"y":280,"width":53,"height":8}},{"id":"30ed5b6e-f1b1-4370-85cf-9f14f6f4a5dd","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":32,"box":{"x":88,"y":305,"width":852,"height":12}},{"id":"ed1249d0-46d7-4ff3-b8b1-b243d2ab5ed7","block_type":"box","text":"they are strongly affected by international commodity prices and particularly vulnerable to any weakening in global demand","page_number":32,"box":{"x":88,"y":320,"width":867,"height":12}},{"id":"ed3b985f-71d0-4ef8-a24c-907fce356d4f","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":32,"box":{"x":88,"y":335,"width":875,"height":12}},{"id":"9b0a0640-8a61-4a15-951b-a57d4988ed33","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":32,"box":{"x":89,"y":350,"width":874,"height":12}},{"id":"6e58101a-d89b-429d-8d69-f4154215541d","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":32,"box":{"x":89,"y":365,"width":874,"height":12}},{"id":"50294117-b358-4289-971f-5de220561be0","block_type":"box","text":"economic conditions or developments in neighboring countries may increase investors’ perception of the risk of investing in","page_number":32,"box":{"x":89,"y":380,"width":867,"height":13}},{"id":"023baffd-2bb1-4c54-8954-221b2047fa51","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":32,"box":{"x":88,"y":395,"width":840,"height":13}},{"id":"62dcb5c0-cc15-41fe-ac1b-1a735dcbf32b","block_type":"box","text":"Risk of Investing in Australasia.","page_number":32,"box":{"x":89,"y":422,"width":224,"height":12}},{"id":"25f17ff6-925b-475c-94f6-55448e626254","block_type":"box","text":"The economies of Australasia, which include Australia and New Zealand, are dependent on","page_number":32,"box":{"x":322,"y":422,"width":637,"height":12}},{"id":"614b6761-f482-4de8-8a6f-f75b2f9f0554","block_type":"box","text":"exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the","page_number":32,"box":{"x":89,"y":437,"width":832,"height":12}},{"id":"058670ab-7eaf-4653-b23d-3cd6decb9dee","block_type":"box","text":"commodity markets. Australasian economies are also increasingly dependent on their growing service and tourism","page_number":32,"box":{"x":89,"y":452,"width":805,"height":12}},{"id":"b5b092fa-f212-4807-ac7c-5555a5878709","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":32,"box":{"x":89,"y":467,"width":863,"height":13}},{"id":"2bfca4a2-4e2e-48a3-bfcf-71d6ee9098b9","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":32,"box":{"x":89,"y":482,"width":841,"height":13}},{"id":"70ada8ab-6fb6-4543-82be-5098f72c9d48","block_type":"box","text":"Australia and New Zealand and affect the value of securities held by a Fund or an Underlying Fund. The economies of","page_number":32,"box":{"x":88,"y":497,"width":822,"height":13}},{"id":"52bff562-4a15-40e2-8bb7-5919978887ed","block_type":"box","text":"Australia and New Zealand are dependent on trading with certain key trading partners, including Asia and the U.S. Economic","page_number":32,"box":{"x":88,"y":513,"width":872,"height":12}},{"id":"01e02ad4-8a59-47fc-9fbd-2bdd4f3387c4","block_type":"box","text":"events in the U.S., Asia, or in other key trading countries can have a significant economic effect on the Australasian","page_number":32,"box":{"x":89,"y":528,"width":802,"height":12}},{"id":"9ceeface-ba1a-4b12-a492-bf51d9036aea","block_type":"box","text":"economies. The economies of Australia and New Zealand are heavily dependent on the mining sector. Passage of new","page_number":32,"box":{"x":89,"y":543,"width":827,"height":12}},{"id":"4419f045-40d8-4afe-9f3e-1eece41ab675","block_type":"box","text":"regulations limiting foreign ownership of companies in the mining sector or imposition of new taxes on profits of mining","page_number":32,"box":{"x":89,"y":558,"width":843,"height":12}},{"id":"87a7b88b-504e-492f-8077-810f5ef2e030","block_type":"box","text":"companies may dissuade foreign investment, and as a result, have a negative impact on companies to which a Fund or an","page_number":32,"box":{"x":89,"y":573,"width":851,"height":12}},{"id":"3b8d5f4b-e296-4c64-a5b4-fd3c90c586be","block_type":"box","text":"Underlying Fund has exposure.","page_number":32,"box":{"x":89,"y":588,"width":216,"height":12}},{"id":"4b92b35f-e5f1-4a14-b765-96f62e212eeb","block_type":"box","text":"Risk of Investing in Central and South America.","page_number":32,"box":{"x":89,"y":615,"width":339,"height":12}},{"id":"1b600ce5-d705-48ca-9aac-8bf4dac339ff","block_type":"box","text":"The economies of certain Central and South American countries have","page_number":32,"box":{"x":437,"y":615,"width":488,"height":9}},{"id":"644ee86a-150a-4b57-8873-d8f0f37c5644","block_type":"box","text":"experienced high interest rates, economic volatility, inflation, currency devaluations, government defaults, regime changes,","page_number":32,"box":{"x":89,"y":630,"width":859,"height":12}},{"id":"f723d6e9-cb2d-420a-ae01-cde2d2d2fa37","block_type":"box","text":"high unemployment rates and political instability which can adversely affect issuers in these countries. In addition,","page_number":32,"box":{"x":89,"y":645,"width":799,"height":12}},{"id":"cdcc1147-5c3f-4fae-8909-088c1c9cabae","block_type":"box","text":"commodities (such as oil, gas and minerals) represent a significant percentage of exports for the regions and many","page_number":32,"box":{"x":89,"y":660,"width":806,"height":12}},{"id":"c4954425-16f0-4afd-a33f-2a954527a617","block_type":"box","text":"economies in these regions are particularly sensitive to fluctuations in commodity prices. Adverse economic events in one","page_number":32,"box":{"x":89,"y":675,"width":854,"height":12}},{"id":"6bd77aca-58fe-49ef-bbc7-0ca2e1134dcc","block_type":"box","text":"country may have a significant adverse effect on other countries of these regions.","page_number":32,"box":{"x":89,"y":690,"width":569,"height":13}},{"id":"1bf7f5b9-03a3-4632-9cf8-2ea657cda7be","block_type":"box","text":"The governments of certain countries in Central and South America may exercise substantial influence over many aspects of","page_number":32,"box":{"x":88,"y":717,"width":874,"height":12}},{"id":"d17df748-3a91-4ef1-871f-386cff1b0a54","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":32,"box":{"x":88,"y":732,"width":878,"height":12}},{"id":"2ac92d03-b41f-46e6-b088-b71a25b2edca","block_type":"box","text":"economic conditions in such countries, which could have a negative impact on the securities in which the Funds or the","page_number":32,"box":{"x":89,"y":747,"width":833,"height":12}},{"id":"cb321ef7-4b03-4959-9ab8-7a05aee97ce9","block_type":"box","text":"Underlying Funds invest. Diplomatic developments may also adversely affect investments in certain countries in Central and","page_number":32,"box":{"x":89,"y":762,"width":866,"height":12}},{"id":"056b1cbd-6486-48ca-9b47-c400ac2d4676","block_type":"box","text":"South America. Some countries in Central and South America may be affected by public corruption and crime, including","page_number":32,"box":{"x":88,"y":777,"width":842,"height":12}},{"id":"8c71db53-0786-4daa-9f06-ac02d46b29be","block_type":"box","text":"organized crime.","page_number":32,"box":{"x":89,"y":792,"width":114,"height":13}},{"id":"7a4191fb-59bb-4db7-8e54-994ea76f50a2","block_type":"box","text":"Certain countries in Central and South America may be heavily dependent upon international trade and, consequently, have","page_number":32,"box":{"x":89,"y":819,"width":865,"height":12}},{"id":"efbcce1c-3839-43eb-b9f3-d8d2e566d1ab","block_type":"box","text":"been and may continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative","page_number":32,"box":{"x":89,"y":834,"width":832,"height":12}},{"id":"9250dfd1-182c-42a1-bf36-d3c383971e8e","block_type":"box","text":"currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These","page_number":32,"box":{"x":89,"y":849,"width":834,"height":12}},{"id":"cd5b9acf-d3d6-4c74-9c3e-053a4c5f78e8","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":32,"box":{"x":89,"y":864,"width":876,"height":12}},{"id":"26f67be4-e3db-4ba0-aafc-2677c52af82f","block_type":"box","text":"18","page_number":32,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"25560d42-a791-482a-a14c-00014ef9fd86","block_type":"box","text":"trade. In addition, certain issuers located in countries in Central and South America in which the Funds or Underlying Funds","page_number":33,"box":{"x":88,"y":44,"width":866,"height":12}},{"id":"8c43876e-a4ad-447c-8781-f204d6be83b6","block_type":"box","text":"invest may be the subject of sanctions (for example, the U.S. has imposed sanctions on certain Venezuelan individuals,","page_number":33,"box":{"x":89,"y":59,"width":828,"height":12}},{"id":"51a29fe2-bbe1-4720-b2ae-ea96b0ced111","block_type":"box","text":"corporate entities and the Venezuelan government) or have dealings with countries subject to sanctions and/or embargoes","page_number":33,"box":{"x":89,"y":74,"width":864,"height":12}},{"id":"9e43223c-1dcb-431a-9ec0-402696e82af2","block_type":"box","text":"imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state","page_number":33,"box":{"x":89,"y":89,"width":813,"height":13}},{"id":"92d5e3d8-761a-4c4c-8a65-ff21d7cad885","block_type":"box","text":"sponsors of terrorism. An issuer may sustain damage to its reputation if it is identified as an issuer that has dealings with","page_number":33,"box":{"x":89,"y":104,"width":845,"height":13}},{"id":"9e0a1fa0-2657-4f2a-80ed-b1f53f880ee4","block_type":"box","text":"such countries. Each Fund or Underlying Fund may be adversely affected if the Fund or Underlying Fund invests in such","page_number":33,"box":{"x":89,"y":119,"width":834,"height":13}},{"id":"567900a6-3cfb-43b9-95c5-182a1b890c2c","block_type":"box","text":"issuers.","page_number":33,"box":{"x":89,"y":136,"width":50,"height":8}},{"id":"b08f2e56-0db7-4ae7-afe7-6006357e0408","block_type":"box","text":"Risk of Investing in China.","page_number":33,"box":{"x":89,"y":161,"width":185,"height":12}},{"id":"43a270d8-efa2-47ed-9f28-b97fff0ddaae","block_type":"box","text":"Investments in securities of companies domiciled in China involve a high degree of risk and","page_number":33,"box":{"x":284,"y":161,"width":636,"height":12}},{"id":"267012a7-3068-4c50-9cda-b4c2c45e515a","block_type":"box","text":"special considerations not typically associated with investing in the U.S. securities markets. Such heightened risks include,","page_number":33,"box":{"x":89,"y":176,"width":852,"height":13}},{"id":"cf64521a-6413-4070-809b-652fe93ae3cd","block_type":"box","text":"among others, an authoritarian government, popular unrest associated with demands for improved political, economic and","page_number":33,"box":{"x":89,"y":191,"width":863,"height":13}},{"id":"9b9279c0-b33f-4c36-965a-6266d0403d84","block_type":"box","text":"social conditions, the impact of regional conflict on the economy and hostile relations with other countries.","page_number":33,"box":{"x":89,"y":206,"width":750,"height":13}},{"id":"40af9290-9971-42c9-b27a-78711645bf6a","block_type":"box","text":"Military conflicts, either in response to internal social unrest or conflicts with other countries, could disrupt economic","page_number":33,"box":{"x":89,"y":233,"width":820,"height":12}},{"id":"23aaab03-da6d-4520-be4f-708361c918d6","block_type":"box","text":"development. The Chinese economy is vulnerable to the long-running disagreements and religious and nationalist disputes","page_number":33,"box":{"x":89,"y":248,"width":862,"height":12}},{"id":"a5bdcf26-8bbf-4ff3-9c24-bd8569c8b6a5","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":33,"box":{"x":88,"y":263,"width":870,"height":12}},{"id":"b060bb47-0541-4f3f-8a5e-eeaeb8bd559a","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":33,"box":{"x":89,"y":278,"width":875,"height":13}},{"id":"3afdca30-3642-4b9d-89c9-406048777fe4","block_type":"box","text":"and social framework. Protests and unrest have increased tensions even further. Due to the interconnected nature of the","page_number":33,"box":{"x":89,"y":293,"width":842,"height":10}},{"id":"45cae358-fc6d-440e-9c26-0e6aa6b75ae7","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":33,"box":{"x":89,"y":308,"width":835,"height":13}},{"id":"c1bd84b6-ae3e-4beb-8008-8ab5f6a620eb","block_type":"box","text":"markets. China has a complex territorial dispute regarding the sovereignty of Taiwan and has made threats of invasion.","page_number":33,"box":{"x":89,"y":324,"width":830,"height":12}},{"id":"07a0bd55-ae16-4ba8-92a9-2796878b9307","block_type":"box","text":"Taiwan-based companies and individuals are significant investors in China. The continuing hostility between China and","page_number":33,"box":{"x":88,"y":339,"width":834,"height":12}},{"id":"c7ed2071-37fd-4e04-a829-6c209b0ffaa3","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":33,"box":{"x":88,"y":354,"width":845,"height":12}},{"id":"43353b3d-c0be-43bd-b30b-5fe00dac0a11","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":33,"box":{"x":89,"y":369,"width":811,"height":12}},{"id":"b454d8f4-e6d7-4342-bc1a-096191a0327f","block_type":"box","text":"impracticable or impossible. Any escalation of hostility between China and Taiwan would likely have a significant adverse","page_number":33,"box":{"x":89,"y":384,"width":846,"height":12}},{"id":"1d344464-d7a8-479b-8d13-7fe30363dfc7","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":33,"box":{"x":89,"y":399,"width":866,"height":13}},{"id":"5e0cdf71-b7d2-46d0-90d2-36add06c03ea","block_type":"box","text":"relations with Japan, India, the Philippines and other neighbors due to territorial disputes, historical animosities and other","page_number":33,"box":{"x":89,"y":414,"width":848,"height":13}},{"id":"eeafee87-1df4-4d46-8bbe-9b92487aaf36","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":33,"box":{"x":89,"y":429,"width":851,"height":13}},{"id":"021a1821-55d1-42b4-8d44-bbc55df75ae6","block_type":"box","text":"leading to military conflict. Additionally, China is alleged to have participated in state-sponsored cyberattacks against foreign","page_number":33,"box":{"x":89,"y":445,"width":871,"height":12}},{"id":"98515a61-9e81-4b8f-9bcd-dc19fc5b3875","block_type":"box","text":"companies and foreign governments. Actual and threatened responses to such activity and strained international relations,","page_number":33,"box":{"x":89,"y":460,"width":860,"height":12}},{"id":"c1a768ae-1a41-4899-a85c-4844b5914094","block_type":"box","text":"including purchasing restrictions, sanctions, tariffs or cyberattacks on the Chinese government or Chinese companies, may","page_number":33,"box":{"x":89,"y":475,"width":861,"height":12}},{"id":"c5c22d7a-a05c-4ff1-8db0-d5da10f5cc22","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":33,"box":{"x":89,"y":490,"width":873,"height":12}},{"id":"81199eeb-0fa0-4ab6-81ec-2b7ae54655bd","block_type":"box","text":"on the Korean peninsula or internal instability within North Korea. These situations may cause uncertainty in the Chinese","page_number":33,"box":{"x":89,"y":505,"width":843,"height":12}},{"id":"f47fbb7c-8772-440d-9b93-a55105b66f67","block_type":"box","text":"market and may adversely affect the performance of the Chinese economy.","page_number":33,"box":{"x":89,"y":520,"width":524,"height":12}},{"id":"a830d66a-5492-42bf-998b-e756ba0b8f8e","block_type":"box","text":"The Chinese government has implemented economic reforms in order to liberalize trade policy, promote foreign investment","page_number":33,"box":{"x":88,"y":547,"width":866,"height":12}},{"id":"7e7e6c22-c404-4e3f-8b0c-a9f4c456b268","block_type":"box","text":"in the economy, reduce government control of the economy and develop market mechanisms. However, the Chinese","page_number":33,"box":{"x":89,"y":562,"width":816,"height":12}},{"id":"8be5d67d-fe0e-4782-96ea-d0e26d63d867","block_type":"box","text":"government still exercises substantial influence over many aspects of the private sector and may own or control many","page_number":33,"box":{"x":89,"y":577,"width":826,"height":12}},{"id":"b7bec14f-5f5a-48a9-9e16-f7a21e11b1ff","block_type":"box","text":"companies. Chinese companies, such as those in the financial services or technology sectors, and potentially other sectors in","page_number":33,"box":{"x":89,"y":592,"width":873,"height":12}},{"id":"241b6539-c934-468e-952f-8365fe45b8ec","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":33,"box":{"x":88,"y":607,"width":824,"height":12}},{"id":"6aa7a25c-d365-4765-bd84-0214db466ecc","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":33,"box":{"x":89,"y":622,"width":870,"height":12}},{"id":"6d1290d8-96cf-4d1b-b3e7-75fd26505628","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":33,"box":{"x":89,"y":637,"width":849,"height":13}},{"id":"1dad13d2-67a6-4cc4-9f04-d74ec03b304c","block_type":"box","text":"and on repatriation of capital invested.","page_number":33,"box":{"x":89,"y":652,"width":268,"height":13}},{"id":"2779e08b-857a-4a71-b120-9050fc3e534c","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":33,"box":{"x":89,"y":679,"width":861,"height":12}},{"id":"d150c868-8a7e-469c-9440-762ed7501bf2","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":33,"box":{"x":89,"y":694,"width":863,"height":12}},{"id":"a31704ae-46c1-42bb-b838-c79c79c8860b","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":33,"box":{"x":89,"y":709,"width":855,"height":12}},{"id":"94206d2e-06b9-40e0-953d-03dc12ae4384","block_type":"box","text":"trading rules, tender offer regulation, accounting standards or auditor oversight, stockholder proxy requirements and the","page_number":33,"box":{"x":88,"y":724,"width":846,"height":13}},{"id":"18373179-efd1-4139-b976-cb85fe5aaf5d","block_type":"box","text":"requirements mandating timely and accurate disclosure of information. Securities markets in China are in the process of","page_number":33,"box":{"x":89,"y":739,"width":842,"height":13}},{"id":"add99b0c-94e0-4cc1-bd74-b6fdef871a32","block_type":"box","text":"change and further development. This may lead to trading volatility, difficulty in the settlement and recording of transactions","page_number":33,"box":{"x":89,"y":754,"width":872,"height":13}},{"id":"80cc44ab-8af7-4680-911d-f06ecf7a5295","block_type":"box","text":"and difficulty in interpreting and applying the relevant regulation.","page_number":33,"box":{"x":89,"y":770,"width":454,"height":12}},{"id":"a51dfbcb-502c-4122-ba25-5525e6b08cb7","block_type":"box","text":"There may be significant obstacles to obtaining information necessary for investigations into or litigation against Chinese","page_number":33,"box":{"x":88,"y":796,"width":849,"height":12}},{"id":"18eb35e1-11fa-4e01-8665-474a6c8cad7e","block_type":"box","text":"companies, and shareholders may have limited legal remedies. The Funds do not select investments based on investor","page_number":33,"box":{"x":89,"y":811,"width":827,"height":12}},{"id":"7ac6cbca-5318-40ac-8147-c8fb7439b012","block_type":"box","text":"protection considerations.","page_number":33,"box":{"x":89,"y":826,"width":182,"height":13}},{"id":"08ba8d73-175e-4a71-980f-7d508e5fe253","block_type":"box","text":"19","page_number":33,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"4c6aaf87-6a51-4656-aa7e-cd09228574d9","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":34,"box":{"x":89,"y":44,"width":835,"height":12}},{"id":"41765914-71ed-4fb4-a8f0-15c724135b4f","block_type":"box","text":"foreign ownership restrictions. In a VIE structure, a Chinese operating company establishes a shell company in another","page_number":34,"box":{"x":88,"y":59,"width":830,"height":12}},{"id":"4237f62b-6085-4dd5-b11c-db3666735fc0","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":34,"box":{"x":88,"y":74,"width":858,"height":12}},{"id":"833f52bb-2756-4786-9027-b1d587e38536","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":34,"box":{"x":89,"y":89,"width":879,"height":13}},{"id":"41931079-9851-4cf2-a464-6e953610bb01","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":34,"box":{"x":89,"y":104,"width":875,"height":13}},{"id":"abaa9299-3bec-486c-8859-244cdb8f8129","block_type":"box","text":"with only economic exposure to the Chinese company and do not represent equity ownership in the operating company.","page_number":34,"box":{"x":88,"y":119,"width":845,"height":13}},{"id":"3bf3d233-6748-44da-98ba-637e1cad3aaa","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":34,"box":{"x":88,"y":146,"width":846,"height":12}},{"id":"e612d1cf-0583-4ea4-8d9c-a250a841c33f","block_type":"box","text":"recognized under Chinese law. The Chinese government has provided guidance to and placed restrictions on Chinese-based","page_number":34,"box":{"x":89,"y":161,"width":867,"height":12}},{"id":"1dc846d2-676a-4e1d-8029-a8ebd59e915e","block_type":"box","text":"companies raising capital offshore, including through VIEs. In 2023, the China Securities Regulatory Commission (“CSRC”)","page_number":34,"box":{"x":89,"y":176,"width":854,"height":13}},{"id":"841d60ef-7596-4188-94cc-f0a11f35acbd","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":34,"box":{"x":89,"y":191,"width":876,"height":13}},{"id":"93e4e3f7-067b-4b09-af00-89c35a435db2","block_type":"box","text":"rules, however, may cause Chinese companies to undergo greater scrutiny and add costs to VIE structures. Intervention,","page_number":34,"box":{"x":89,"y":206,"width":838,"height":13}},{"id":"e44ad6ca-b7a8-4d7e-a7bc-692ee10f1c69","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":34,"box":{"x":89,"y":222,"width":847,"height":12}},{"id":"1ebd2a30-6e97-44da-b802-b74ee99621a6","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":34,"box":{"x":89,"y":237,"width":853,"height":12}},{"id":"fb20565f-2a9f-42f5-97a0-d465ccb18580","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":34,"box":{"x":89,"y":252,"width":865,"height":12}},{"id":"21337f4e-1df5-4b22-8191-90a98df735c3","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":34,"box":{"x":89,"y":267,"width":843,"height":12}},{"id":"0e8b71d4-537d-45eb-9bdd-59b806ac29a3","block_type":"box","text":"shell company are uncertain and could be ineffective. In addition to the risk of government intervention, investments through","page_number":34,"box":{"x":89,"y":282,"width":875,"height":12}},{"id":"814050fb-3a2f-4a6f-b4b4-45552518dcf6","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":34,"box":{"x":89,"y":297,"width":875,"height":12}},{"id":"6cff0bd1-42bf-41d3-b95f-2544ad4ea2ba","block_type":"box","text":"breach those contractual arrangements, or Chinese law changes in a way that adversely affects the enforceability of these","page_number":34,"box":{"x":89,"y":312,"width":851,"height":13}},{"id":"e8f8cc5b-21ca-49b4-83a9-e1fa6c19adc2","block_type":"box","text":"arrangements, or those contracts are otherwise not enforceable under Chinese law, in which case the Fund may suffer","page_number":34,"box":{"x":89,"y":327,"width":827,"height":13}},{"id":"b275e8e9-d60b-4daa-af54-15199891dd6d","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":34,"box":{"x":89,"y":342,"width":872,"height":13}},{"id":"8d9c30ad-7750-4633-9cf0-4ce2583f844c","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":34,"box":{"x":89,"y":358,"width":838,"height":12}},{"id":"815dcef0-d3b1-4eb2-8a62-b0ce5cb648c5","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":34,"box":{"x":89,"y":373,"width":853,"height":12}},{"id":"f0714946-758d-4809-8f34-8bb34c2dc1ed","block_type":"box","text":"Fund.","page_number":34,"box":{"x":89,"y":388,"width":38,"height":10}},{"id":"b09ec142-e1f1-4ccf-bef7-5ce4aad2bdde","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":34,"box":{"x":88,"y":414,"width":864,"height":13}},{"id":"be6bc03d-f58f-4eed-9d22-9ba3bdd4b178","block_type":"box","text":"recur. China may experience substantial rates of inflation, significant indebtedness or economic recessions, causing a","page_number":34,"box":{"x":89,"y":429,"width":819,"height":13}},{"id":"0b4569f2-b08e-449d-8d30-5aa6c1c5b89d","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":34,"box":{"x":89,"y":445,"width":873,"height":12}},{"id":"58df20fa-4505-43ff-aa15-b5d4cf140113","block_type":"box","text":"spending on Chinese products and services, supply chain diversification, institution of additional tariffs, sanctions or other","page_number":34,"box":{"x":89,"y":460,"width":854,"height":12}},{"id":"e446b1cf-81df-4cc7-97c4-c7eb603722dc","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":34,"box":{"x":88,"y":475,"width":835,"height":12}},{"id":"4e6e6e27-3768-45f2-b80a-d5e350ac4401","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":34,"box":{"x":89,"y":490,"width":858,"height":12}},{"id":"a5839cf0-7424-4304-8b25-eb3c3e359ebf","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":34,"box":{"x":89,"y":505,"width":874,"height":12}},{"id":"c6c65841-3cd2-4d31-a3a5-ff9b02a6bad4","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":34,"box":{"x":88,"y":520,"width":791,"height":12}},{"id":"f5dd50cf-db82-45c2-b607-1d32e89957f6","block_type":"box","text":"governments due to national security, human rights or other concerns of such government. For example, certain foreign","page_number":34,"box":{"x":89,"y":535,"width":840,"height":13}},{"id":"abeb0832-491e-4b1b-ae81-0a2eb583af27","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":34,"box":{"x":88,"y":550,"width":877,"height":13}},{"id":"281b22b1-82dd-4256-ab76-9d39713c350a","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":34,"box":{"x":89,"y":565,"width":876,"height":13}},{"id":"6b127c15-98da-4f98-8925-4af510256edd","block_type":"box","text":"forced labor. Such restrictions may have unanticipated and adverse effects on the Chinese economy and companies. Any","page_number":34,"box":{"x":88,"y":581,"width":845,"height":12}},{"id":"91fe7e7d-8800-4fdb-85ba-8852245056d3","block_type":"box","text":"action that targets Chinese financial markets or securities exchanges could interfere with orderly trading, delay settlement or","page_number":34,"box":{"x":89,"y":596,"width":873,"height":12}},{"id":"ff7914c9-3731-48e3-adc1-f83705b2fd7b","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":34,"box":{"x":89,"y":611,"width":840,"height":12}},{"id":"22527a84-7ab5-4425-a3f7-0fc1077e3b37","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":34,"box":{"x":89,"y":626,"width":865,"height":12}},{"id":"4b4733c3-1125-4576-ab1e-a6851a29c0a8","block_type":"box","text":"include restrictions on investments, the Fund is generally expected to invest in such companies, consistent with its objective","page_number":34,"box":{"x":89,"y":641,"width":867,"height":12}},{"id":"17152839-bce6-4a7b-afd7-9ebd5cbfa817","block_type":"box","text":"to track the performance of its Underlying Index.","page_number":34,"box":{"x":88,"y":656,"width":340,"height":13}},{"id":"142a9817-1fe5-4e3f-ac2a-e1661dd7130e","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":34,"box":{"x":88,"y":683,"width":833,"height":12}},{"id":"611e5b40-6cb1-432d-95d9-4bd6921c778f","block_type":"box","text":"authoritative guidance or enforcement, possibly with retroactive effect. The interpretation, applicability and enforcement of","page_number":34,"box":{"x":89,"y":698,"width":863,"height":12}},{"id":"8674b5b5-f114-4dc9-823c-00b3cc1d1a03","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":34,"box":{"x":89,"y":713,"width":849,"height":12}},{"id":"9be7fb05-4b83-4a87-9d53-6580a713dd42","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":34,"box":{"x":89,"y":728,"width":876,"height":12}},{"id":"a3401f4e-8dca-4f6a-8b49-70b3c2b43161","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":34,"box":{"x":89,"y":743,"width":867,"height":12}},{"id":"c1ae8f45-eca8-4b03-bf8a-cdf4f7275ac7","block_type":"box","text":"the accounting, auditing and financial reporting standards and practices applicable to Chinese companies may be less","page_number":34,"box":{"x":88,"y":758,"width":826,"height":13}},{"id":"1eb2e428-cdb2-4293-9cf6-bc1cdfed8a5e","block_type":"box","text":"rigorous, and may result in significant differences between financial statements prepared in accordance with PRC accounting","page_number":34,"box":{"x":89,"y":773,"width":874,"height":13}},{"id":"6683f2fc-3b0b-4080-a50c-66b773b6cbd0","block_type":"box","text":"standards and practice and those prepared in accordance with international accounting standards.","page_number":34,"box":{"x":89,"y":788,"width":691,"height":13}},{"id":"172b862c-c4d1-473c-8cf1-485c5f1e1e67","block_type":"box","text":"Risk of Investing in Chinese Equity Markets.","page_number":34,"box":{"x":89,"y":815,"width":313,"height":12}},{"id":"634a21a9-f240-458c-b040-f3b476fa56d6","block_type":"box","text":"There are several types of Chinese equity securities:","page_number":34,"box":{"x":411,"y":815,"width":360,"height":12}},{"id":"00142bdb-4bb5-41af-bf09-efd881a9feae","block_type":"box","text":"• H-shares, which are securities of companies incorporated in the PRC that are denominated in Hong Kong dollars","page_number":34,"box":{"x":121,"y":835,"width":819,"height":12}},{"id":"b393fa06-6ca0-4b65-8eb7-25c0534de3b0","block_type":"box","text":"and listed on the Stock Exchange of Hong Kong (“SEHK”);","page_number":34,"box":{"x":154,"y":850,"width":404,"height":13}},{"id":"74bd34b8-6214-41b1-92dc-af9e8f2a0811","block_type":"box","text":"20","page_number":34,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"7f4eab7d-c16b-4f49-b57d-09ac31b843e7","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":35,"box":{"x":121,"y":44,"width":846,"height":12}},{"id":"c5bd90bf-d1c2-4128-89ad-a69b53a8d2f0","block_type":"box","text":"the Shanghai Stock Exchange (“SSE”) and the Shenzhen Stock Exchange (“SZSE”);","page_number":35,"box":{"x":153,"y":59,"width":579,"height":12}},{"id":"b53b277c-f0ad-46d8-a397-512b7afcabde","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":35,"box":{"x":121,"y":79,"width":815,"height":13}},{"id":"7e049ee9-d194-4ed4-92ed-706da17a23f5","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":35,"box":{"x":154,"y":94,"width":692,"height":13}},{"id":"588edddb-3663-4056-9e94-9adbf5d5fcb0","block_type":"box","text":"• Red-Chips, which are Hong Kong-listed securities issued by companies that are incorporated in certain foreign","page_number":35,"box":{"x":121,"y":114,"width":803,"height":13}},{"id":"b4759238-cdf3-4215-930c-5806fc976b72","block_type":"box","text":"jurisdictions and that are controlled, directly or indirectly, by entities owned by the national government or local","page_number":35,"box":{"x":153,"y":130,"width":779,"height":12}},{"id":"88c7b82d-8e94-4c31-a587-b807496299b8","block_type":"box","text":"governments in the PRC and derive substantial revenues from or allocate substantial assets in the PRC; and","page_number":35,"box":{"x":154,"y":145,"width":748,"height":12}},{"id":"6cb5ebb7-9615-4bc3-9839-100f5eb3f2ee","block_type":"box","text":"• P-Chips, which are Hong Kong-listed securities issued by companies that are incorporated in certain foreign","page_number":35,"box":{"x":121,"y":165,"width":786,"height":12}},{"id":"cf953be7-5113-4119-b793-8856155f8b0f","block_type":"box","text":"jurisdictions and that are controlled, directly or indirectly, by individuals in the PRC and derive substantial revenues","page_number":35,"box":{"x":153,"y":180,"width":800,"height":12}},{"id":"d0ac853a-8ebf-42a0-b8d4-c1e2ebf0ced4","block_type":"box","text":"from or allocate substantial assets in the PRC.","page_number":35,"box":{"x":153,"y":195,"width":320,"height":10}},{"id":"11e9514d-58c0-4b01-9619-e0fc12690d9d","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":35,"box":{"x":88,"y":222,"width":880,"height":12}},{"id":"7a2c4ce3-f2bb-4895-8605-4fd6f42ca7f8","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":35,"box":{"x":89,"y":237,"width":867,"height":12}},{"id":"ee602ac2-0f1d-452c-b648-108911dcab6a","block_type":"box","text":"greater government restrictions, including trading suspensions, which may lead to increased liquidity risks. The B-shares","page_number":35,"box":{"x":89,"y":252,"width":843,"height":12}},{"id":"5715db67-7771-4ab7-bd7e-1856e947add1","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":35,"box":{"x":89,"y":267,"width":819,"height":12}},{"id":"db4b9cc1-7687-4589-ba10-09765c32f149","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":35,"box":{"x":89,"y":282,"width":804,"height":12}},{"id":"80f4ee22-474b-4c8a-9977-0f22f18c8602","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":35,"box":{"x":89,"y":297,"width":860,"height":12}},{"id":"b3739edf-bdfd-4164-a39c-5312c5d0bd40","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":35,"box":{"x":89,"y":312,"width":809,"height":13}},{"id":"4ab99464-d7c5-4f9f-8c5d-bba3a1cb32f9","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":35,"box":{"x":89,"y":327,"width":861,"height":13}},{"id":"4eeb0cc6-2452-408a-90dd-984295a2873a","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":35,"box":{"x":89,"y":342,"width":859,"height":13}},{"id":"9a21d0d1-de02-4d16-94e8-33b21c0bf641","block_type":"box","text":"political and economic policies in China. Market developments, adverse investor perceptions, regulatory and government","page_number":35,"box":{"x":89,"y":358,"width":847,"height":12}},{"id":"cffd4b75-96bf-405b-a38f-bbef8baf3c15","block_type":"box","text":"intervention (including the possibility of widespread trading suspensions implemented by regulators) and other factors may","page_number":35,"box":{"x":89,"y":373,"width":867,"height":12}},{"id":"b32ea123-a39c-4017-93a3-06e679f28cd1","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":35,"box":{"x":89,"y":388,"width":785,"height":12}},{"id":"4cd584ca-1623-44cf-bd85-5c448b3769ac","block_type":"box","text":"Risk of Investing in A-shares through Stock Connect","page_number":35,"box":{"x":88,"y":414,"width":362,"height":13}},{"id":"db12925c-4408-4d9e-84af-42395dcf25a6","block_type":"box","text":". A Fund that invests in A-shares does so through the Shanghai-Hong","page_number":35,"box":{"x":451,"y":414,"width":486,"height":13}},{"id":"bce8d991-6be7-4ccc-ab1d-4aaa00703305","block_type":"box","text":"Kong Stock Connect program (“Shanghai Connect”) or the Shenzhen-Hong Kong Stock Connect program (“Shenzhen","page_number":35,"box":{"x":89,"y":429,"width":826,"height":13}},{"id":"6564c9f2-6634-49a2-ba47-207f632477a7","block_type":"box","text":"Connect,” and together with Shanghai Connect, “Stock Connect”). Stock Connect is a securities trading and clearing","page_number":35,"box":{"x":89,"y":445,"width":815,"height":12}},{"id":"0e7c9274-872e-4885-8bdf-5ff7ad75d3cd","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":35,"box":{"x":89,"y":460,"width":879,"height":12}},{"id":"91a7edce-31db-416a-b33c-1c94aec6adb6","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":35,"box":{"x":89,"y":475,"width":820,"height":12}},{"id":"db1bf85b-9db4-4edc-a94b-7a427321cf40","block_type":"box","text":"Shenzhen Connect), and China Securities Depository and Clearing Corporation Limited (“CSDCC”). Under Stock Connect, a","page_number":35,"box":{"x":88,"y":490,"width":862,"height":12}},{"id":"27168c5d-f237-4203-86b1-70d20013babe","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":35,"box":{"x":89,"y":505,"width":862,"height":12}},{"id":"6c17096e-f5dd-4195-91b0-481be5dcc91d","block_type":"box","text":"brokers. Investing in A-shares through Stock Connect is subject to trading, clearance, settlement and other procedures,","page_number":35,"box":{"x":89,"y":520,"width":833,"height":12}},{"id":"71a3446d-6e1f-4f08-a1de-da324dccf747","block_type":"box","text":"which could pose risks to a Fund.","page_number":35,"box":{"x":88,"y":535,"width":233,"height":13}},{"id":"ac47b1a2-b97d-43ce-9707-2926112ee316","block_type":"box","text":"Although no individual investment quotas or licensing requirements apply to investors in Stock Connect, trading through","page_number":35,"box":{"x":88,"y":562,"width":847,"height":12}},{"id":"39b3da17-82c6-464d-921f-ed7f8d1d7587","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":35,"box":{"x":88,"y":577,"width":876,"height":12}},{"id":"36b90ea0-5c61-4156-a4e7-f610ee1b1381","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":35,"box":{"x":89,"y":592,"width":868,"height":12}},{"id":"5f388e2c-ecb5-40a3-a7c2-7667917ea0d4","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":35,"box":{"x":88,"y":607,"width":865,"height":12}},{"id":"3803f9bb-29da-4f46-9778-3282c3a70c47","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":35,"box":{"x":89,"y":622,"width":859,"height":12}},{"id":"b867f0f0-cc61-4cac-b904-528a65b99387","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":35,"box":{"x":88,"y":637,"width":875,"height":13}},{"id":"b6e4695c-e195-4360-8678-6f573bbdfa94","block_type":"box","text":"to change.","page_number":35,"box":{"x":88,"y":652,"width":73,"height":13}},{"id":"00f73c65-7dcf-4877-94ee-00b866358c20","block_type":"box","text":"A-shares purchased through Stock Connect generally may only be sold or otherwise transferred through Stock Connect and","page_number":35,"box":{"x":88,"y":679,"width":869,"height":12}},{"id":"5c6dceb8-8122-4a1f-bd5a-002e4c8ef67a","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":35,"box":{"x":89,"y":694,"width":867,"height":12}},{"id":"8516fa75-ee6e-4765-b006-39c67403782e","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":35,"box":{"x":89,"y":709,"width":816,"height":12}},{"id":"21608d03-d297-44de-857d-824681746f97","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":35,"box":{"x":89,"y":724,"width":870,"height":13}},{"id":"8fd5917b-5617-4739-adbe-4354e9d765ab","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":35,"box":{"x":89,"y":739,"width":860,"height":13}},{"id":"acbb2a31-2f04-4623-97f9-e6b8d37c7160","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":35,"box":{"x":88,"y":754,"width":879,"height":13}},{"id":"3b26dbf9-194c-4f64-a81c-6622240ed4ac","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":35,"box":{"x":89,"y":770,"width":869,"height":12}},{"id":"8e349225-861f-4eed-ae42-03c686200685","block_type":"box","text":"risk of erroneous trades, which may negatively impact the Fund.","page_number":35,"box":{"x":89,"y":785,"width":448,"height":12}},{"id":"e871955e-1c50-4114-9ab9-002419320fb1","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":35,"box":{"x":88,"y":811,"width":867,"height":12}},{"id":"ddd48192-5549-4df3-9a46-75fbb8a66b4e","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":35,"box":{"x":88,"y":826,"width":873,"height":13}},{"id":"09552d4b-e879-430e-abf8-e2baf27bf2bd","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":35,"box":{"x":89,"y":841,"width":856,"height":13}},{"id":"27d5b472-cf05-4b54-bf55-d35e83045844","block_type":"box","text":"21","page_number":35,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"eae6f115-3724-4f7a-9e30-f9d5e908c3fd","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":36,"box":{"x":89,"y":44,"width":854,"height":12}},{"id":"94542a99-8d14-4746-8438-979139013d1f","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":36,"box":{"x":89,"y":59,"width":810,"height":12}},{"id":"a5aa7c17-6eb0-4020-9cc7-45adc1d6b518","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":36,"box":{"x":89,"y":74,"width":862,"height":12}},{"id":"21c6d6f1-3054-43a2-9ce8-5909de884d03","block_type":"box","text":"Fund’s performance.","page_number":36,"box":{"x":89,"y":89,"width":143,"height":13}},{"id":"6f115e33-e700-4e72-ba20-97343d1cc18c","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":36,"box":{"x":89,"y":116,"width":853,"height":12}},{"id":"322bf2ac-6964-400b-a592-202d07eea2f9","block_type":"box","text":"and when banking services are available in both markets on the corresponding settlement days. Therefore, an investment in","page_number":36,"box":{"x":89,"y":131,"width":865,"height":12}},{"id":"1b265b97-f61e-4461-bf51-f46d782a308f","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":36,"box":{"x":88,"y":146,"width":866,"height":12}},{"id":"1e2c3c46-fe07-4a6b-bd3c-7fe229683e67","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":36,"box":{"x":89,"y":161,"width":869,"height":12}},{"id":"2eca3b4e-1505-436a-b72c-dd38f0d3955d","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":36,"box":{"x":89,"y":176,"width":846,"height":13}},{"id":"c561bc2c-6fbc-49a1-b455-faeef0b0ec98","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":36,"box":{"x":88,"y":191,"width":834,"height":13}},{"id":"4eabfcf2-7e2e-4721-b8cc-2d4eae76cdbd","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":36,"box":{"x":89,"y":206,"width":845,"height":13}},{"id":"a0bd63d2-339c-4d06-874e-69c5af7aad5e","block_type":"box","text":"manner, which could adversely affect the Fund’s performance.","page_number":36,"box":{"x":89,"y":222,"width":435,"height":12}},{"id":"f50a10fa-a53a-4ec6-8eb6-3526d32caa8d","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":36,"box":{"x":88,"y":248,"width":853,"height":12}},{"id":"0ecc21dc-e22d-468d-b61b-04992b0f302f","block_type":"box","text":"Settlement System (“CCASS”) maintained by the Hong Kong Securities Clearing Company Limited (“HKSCC”), which in turn","page_number":36,"box":{"x":88,"y":263,"width":867,"height":12}},{"id":"da290a5a-2285-474e-9475-d304c70532c2","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":36,"box":{"x":89,"y":278,"width":853,"height":13}},{"id":"5e0cb91b-beac-4f07-b3c7-b901eb006298","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":36,"box":{"x":88,"y":305,"width":853,"height":12}},{"id":"8bf10603-9ffc-46d8-8fb8-7b4320b8d1f8","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":36,"box":{"x":89,"y":320,"width":857,"height":12}},{"id":"f52b41c1-a066-48c3-8029-947c46ab621f","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":36,"box":{"x":89,"y":335,"width":850,"height":12}},{"id":"1b50d40d-c54d-42e4-8e1a-b4dfbed10770","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":36,"box":{"x":89,"y":350,"width":862,"height":12}},{"id":"6d031a5e-98dc-4b35-8aba-3f1c4b93ef3d","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":36,"box":{"x":89,"y":376,"width":829,"height":13}},{"id":"801a2676-2c8c-444f-823d-fc73c478c795","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":36,"box":{"x":88,"y":392,"width":843,"height":12}},{"id":"637b3eba-c019-4f7e-9d85-e5548712145e","block_type":"box","text":"assets of HKSCC available for general distribution to its creditors.","page_number":36,"box":{"x":89,"y":407,"width":452,"height":12}},{"id":"238ca7b8-6293-4508-877d-3eaab0b46bdd","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":36,"box":{"x":89,"y":433,"width":861,"height":13}},{"id":"8bf56c3e-f76a-4889-b301-257acf14ab42","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":36,"box":{"x":89,"y":448,"width":834,"height":13}},{"id":"500b0e0b-3dd4-4231-9a8b-2aa1a21c2e1a","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":36,"box":{"x":89,"y":463,"width":845,"height":13}},{"id":"631305e3-d273-4c04-bd90-ca6726bde739","block_type":"box","text":"HKSCC monitors the corporate actions affecting SSE Securities and SZSE Securities and keeps participants of CCASS","page_number":36,"box":{"x":89,"y":490,"width":812,"height":12}},{"id":"798cc8e7-50af-41af-b360-bc4221eef9e6","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":36,"box":{"x":89,"y":505,"width":857,"height":12}},{"id":"b2e78262-d662-4a7c-b18d-9f659aa72e94","block_type":"box","text":"will therefore depend on HKSCC for both settlement and notification and implementation of corporate actions.","page_number":36,"box":{"x":88,"y":520,"width":775,"height":12}},{"id":"fddb1b3c-b4e6-4e45-9109-ef4c8e8b9575","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":36,"box":{"x":88,"y":547,"width":866,"height":12}},{"id":"f71b0d65-e4c4-4723-8eac-5cb327d32bde","block_type":"box","text":"trades executed by Hong Kong market participants and investors. Accordingly, investors do not hold SSE Securities or SZSE","page_number":36,"box":{"x":88,"y":562,"width":860,"height":12}},{"id":"c4f21b1f-c449-4fd8-8d6a-7027c642ea26","block_type":"box","text":"Securities directly; rather, they are held through their brokers’ or custodians’ accounts with CCASS. The HKSCC and the","page_number":36,"box":{"x":88,"y":577,"width":833,"height":12}},{"id":"b869c5fd-3677-481a-b02f-a5d9b3a0a925","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":36,"box":{"x":89,"y":592,"width":865,"height":12}},{"id":"f99dc7ab-dd87-4fe8-baa0-820d8e22cfdd","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":36,"box":{"x":89,"y":607,"width":875,"height":11}},{"id":"659f6c03-4b32-4d6a-a21d-39b81a2c94e7","block_type":"box","text":"market contracts with clearing participants will be limited to assisting clearing participants in pursuing their claims against","page_number":36,"box":{"x":89,"y":622,"width":857,"height":12}},{"id":"223aee4e-e2f3-4bce-9d50-243d1f716c65","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":36,"box":{"x":88,"y":637,"width":869,"height":13}},{"id":"4f393f2a-91e3-4c5c-8311-03b5516f1711","block_type":"box","text":"the CSDCC.","page_number":36,"box":{"x":88,"y":652,"width":80,"height":10}},{"id":"0d7fddd1-5246-4f5f-8fac-011860bae9c1","block_type":"box","text":"Market participants are able to participate in Stock Connect subject to meeting certain information technology capability, risk","page_number":36,"box":{"x":89,"y":679,"width":876,"height":12}},{"id":"faa4a685-ab81-4d91-87d4-c441742f38ea","block_type":"box","text":"management and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the","page_number":36,"box":{"x":89,"y":694,"width":833,"height":12}},{"id":"c5f90182-e206-4ef3-93c5-ce3549222f22","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":36,"box":{"x":89,"y":709,"width":853,"height":12}},{"id":"f3253820-bdf2-4b55-a949-b63a3a194d28","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":36,"box":{"x":88,"y":724,"width":845,"height":13}},{"id":"dccb813c-05f7-4d95-bd8c-21b1cd5e189d","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":36,"box":{"x":89,"y":739,"width":842,"height":13}},{"id":"5e32baa4-d3f3-4774-a192-62e1bdc11cd4","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":36,"box":{"x":89,"y":754,"width":868,"height":13}},{"id":"23ec9118-70a2-43e0-b744-792dbea9309a","block_type":"box","text":"disrupted, and a Fund’s ability to achieve its investment objective may be adversely affected.","page_number":36,"box":{"x":89,"y":770,"width":644,"height":12}},{"id":"e7b6295f-59d4-43be-94c9-3d033d01e013","block_type":"box","text":"The Shanghai Connect program, launched in November 2014, and the Shenzhen Connect program, launched in December","page_number":36,"box":{"x":88,"y":796,"width":857,"height":12}},{"id":"d1b53931-3846-45c3-8417-a330b2a6a1f6","block_type":"box","text":"2016, do not have an extensive operating history. Stock Connect is subject to regulations promulgated by regulatory","page_number":36,"box":{"x":89,"y":811,"width":812,"height":12}},{"id":"c6128551-4010-4f5a-b6e8-ab6945bc6055","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":36,"box":{"x":89,"y":826,"width":850,"height":13}},{"id":"c0297700-5ba2-4fe5-bf27-438cb0c62b68","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":36,"box":{"x":89,"y":841,"width":868,"height":13}},{"id":"a16fe587-4206-4872-a52f-449e02ed32ea","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":36,"box":{"x":88,"y":856,"width":789,"height":13}},{"id":"90be1c84-de33-4a7e-a073-97f4fe863866","block_type":"box","text":"22","page_number":36,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"71cc5be6-749a-44d5-8ca6-b8f96abc6117","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":37,"box":{"x":89,"y":44,"width":855,"height":11}},{"id":"a7f3903e-69b2-4fa3-818d-8a53b7dd6cb0","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":37,"box":{"x":89,"y":59,"width":866,"height":12}},{"id":"3c9fa22a-11ee-4a7f-b6ed-532ba3559893","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":37,"box":{"x":89,"y":74,"width":863,"height":12}},{"id":"12a9d08e-a546-4664-8525-c43520818f81","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":37,"box":{"x":88,"y":89,"width":866,"height":13}},{"id":"69b25e7d-4b40-47e3-8282-d7bc60da30fd","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":37,"box":{"x":88,"y":104,"width":868,"height":13}},{"id":"e0a4717f-516a-4e8c-b9c0-6c32b8057b55","block_type":"box","text":"investment exposure.","page_number":37,"box":{"x":89,"y":120,"width":148,"height":12}},{"id":"6100972c-abb3-4f73-9b0f-5e7228267fd9","block_type":"box","text":"A-Share Market Suspension Risk","page_number":37,"box":{"x":87,"y":146,"width":229,"height":12}},{"id":"ab5af54a-63ab-448f-8733-f3f85ec5d9d1","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":37,"box":{"x":317,"y":146,"width":639,"height":12}},{"id":"d29ebbde-bbe0-44f6-8c82-e567d188373f","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":37,"box":{"x":89,"y":161,"width":848,"height":12}},{"id":"756a40e6-8003-4a4b-bac7-491cec7205dc","block_type":"box","text":"trading suspensions than many other global equity markets. Trading suspensions in certain stocks could lead to greater","page_number":37,"box":{"x":88,"y":176,"width":838,"height":13}},{"id":"d16a5e1a-8823-4fa1-9ccc-d66246f5d669","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":37,"box":{"x":89,"y":191,"width":832,"height":13}},{"id":"00c2bb78-f5f3-40ad-848c-a11207c1732e","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":37,"box":{"x":89,"y":206,"width":858,"height":13}},{"id":"7fa9f7cc-1813-4752-94b8-a36a6dca11fd","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":37,"box":{"x":88,"y":222,"width":873,"height":12}},{"id":"0ea8a608-5393-4fe3-a282-36e528c2c138","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":37,"box":{"x":89,"y":237,"width":879,"height":12}},{"id":"d5bb1fd0-5bf7-42b5-a584-a821830ec9e7","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":37,"box":{"x":89,"y":252,"width":864,"height":12}},{"id":"d81a22f1-30a4-43e0-bc88-e812a8cbd5c1","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":37,"box":{"x":88,"y":267,"width":875,"height":12}},{"id":"dfd4894e-643d-426d-b858-dc0f1a227498","block_type":"box","text":"considered volatile and unstable (with the risk of widespread trading suspensions or government intervention), the creation","page_number":37,"box":{"x":89,"y":282,"width":865,"height":12}},{"id":"83e9ea57-bd69-43ed-92e5-2717be32ae50","block_type":"box","text":"and redemption of Creation Units may also be disrupted.","page_number":37,"box":{"x":89,"y":297,"width":395,"height":12}},{"id":"7d4f9bf0-3669-4e0e-b16f-ef9cc7b2fc83","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":37,"box":{"x":89,"y":324,"width":295,"height":12}},{"id":"6b57b521-bd29-4c68-bf89-40848b82b44d","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":37,"box":{"x":393,"y":324,"width":544,"height":12}},{"id":"c9ec6d5b-ce9d-4dfb-bdb1-a125d954e841","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":37,"box":{"x":89,"y":339,"width":585,"height":12}},{"id":"173c7491-ee51-4852-8634-2e1d3e017929","block_type":"box","text":"e.g.","page_number":37,"box":{"x":675,"y":342,"width":23,"height":9}},{"id":"2b58dcba-e23d-4a97-8913-e409a79b4b35","block_type":"box","text":", the financial services sector) as the","page_number":37,"box":{"x":700,"y":339,"width":253,"height":12}},{"id":"2ec694cb-a00c-408d-84b9-e9efd9915e5f","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":37,"box":{"x":89,"y":354,"width":878,"height":12}},{"id":"b3a2f499-17a7-4f92-9107-7415f1d978ac","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":37,"box":{"x":89,"y":369,"width":847,"height":12}},{"id":"11240a1b-2c26-41ea-913b-71ad1bfb30be","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":37,"box":{"x":89,"y":384,"width":797,"height":12}},{"id":"4106cbbe-783e-4ab1-916a-50d03f3b1610","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":37,"box":{"x":89,"y":399,"width":876,"height":13}},{"id":"dbb43c96-b88f-4c22-96fb-dc13ac003099","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":37,"box":{"x":88,"y":414,"width":848,"height":13}},{"id":"ba125f42-a1bd-49f8-93d7-284f455ebb8f","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":37,"box":{"x":89,"y":429,"width":832,"height":13}},{"id":"6e94fd0b-fdb8-4b5d-ba87-30c2a0015e51","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":37,"box":{"x":89,"y":445,"width":828,"height":12}},{"id":"7b5c4184-5e95-4f2b-9d38-084ece01ed11","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":37,"box":{"x":89,"y":460,"width":876,"height":12}},{"id":"10a02fa5-ff41-43b6-aeb8-043d0ff81e17","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":37,"box":{"x":89,"y":475,"width":870,"height":12}},{"id":"31e0d03c-93ae-4dfa-a0d9-2daa0eee5079","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":37,"box":{"x":89,"y":490,"width":854,"height":12}},{"id":"4fac2f18-240b-4c65-802c-ab3c80cb0e21","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":37,"box":{"x":89,"y":505,"width":864,"height":12}},{"id":"398ab68b-ca9b-49b5-a678-1720fdb5ef33","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":37,"box":{"x":89,"y":520,"width":833,"height":12}},{"id":"dde06e8e-34ff-4a9c-926a-f539d3e6447a","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":37,"box":{"x":89,"y":535,"width":867,"height":13}},{"id":"99ff116b-46a0-43dd-8851-45229db1c9b2","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":37,"box":{"x":89,"y":550,"width":835,"height":13}},{"id":"46feb922-f93f-4787-b943-7464a64a4c8d","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":37,"box":{"x":89,"y":565,"width":848,"height":13}},{"id":"057859e9-e2e1-42c2-b433-00946ba798a6","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":37,"box":{"x":89,"y":581,"width":811,"height":12}},{"id":"601922d3-0791-458f-b96b-6e0da3a11fa0","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":37,"box":{"x":89,"y":596,"width":861,"height":12}},{"id":"a8070f64-cbca-48de-89be-7b0dcfb72d37","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":37,"box":{"x":88,"y":611,"width":820,"height":12}},{"id":"2b5f55f3-fbc6-46b6-ae24-cc13f12d1f42","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":37,"box":{"x":89,"y":626,"width":862,"height":12}},{"id":"4147ca73-6c49-44ff-a4f7-e0fb3c5c7a75","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":37,"box":{"x":89,"y":641,"width":856,"height":12}},{"id":"a63cbf2d-62f1-48b0-84b2-34a06efcbafd","block_type":"box","text":"risks, among others, may adversely affect the value of a Fund’s investments.","page_number":37,"box":{"x":89,"y":656,"width":531,"height":13}},{"id":"9df045a6-1888-4cd1-be0c-c8e350f08d56","block_type":"box","text":"Risk of Investing in Emerging Markets.","page_number":37,"box":{"x":89,"y":683,"width":276,"height":12}},{"id":"8cb9da6d-b1a0-48ec-bc34-a54645197de0","block_type":"box","text":"Investments in emerging markets are subject to a greater risk of loss than","page_number":37,"box":{"x":375,"y":683,"width":513,"height":12}},{"id":"1ba71c6c-7683-4801-ad34-0c67255d93f0","block_type":"box","text":"investments in more developed markets. In addition, emerging markets often have less uniformity in accounting and","page_number":37,"box":{"x":89,"y":698,"width":814,"height":12}},{"id":"59422fbb-5033-4386-a927-7bb63424aecb","block_type":"box","text":"reporting requirements, unreliable valuation and greater risk associated with custody. Certain emerging markets countries","page_number":37,"box":{"x":89,"y":713,"width":853,"height":12}},{"id":"99c69908-f7fe-47b9-9e31-ac61ac02f5cb","block_type":"box","text":"may also lack the infrastructure necessary to induce large amounts of foreign trade and investments. This is due to, among","page_number":37,"box":{"x":89,"y":728,"width":860,"height":12}},{"id":"a2709c68-3d39-4691-8e5c-780a3bdd64be","block_type":"box","text":"other things, the potential for greater market volatility, lower trading volume, inflation, political and economic instability,","page_number":37,"box":{"x":89,"y":743,"width":838,"height":12}},{"id":"5a5f1b4c-df0b-4308-93a5-55c332bb983b","block_type":"box","text":"greater risk of a market shutdown and more governmental limitations on foreign investments than typically found in more","page_number":37,"box":{"x":89,"y":758,"width":856,"height":13}},{"id":"b4adeb51-3bc5-433f-bdc9-eb7c4e2d004f","block_type":"box","text":"developed markets. Political risks of emerging markets may include unstable governments, nationalization, restrictions on","page_number":37,"box":{"x":89,"y":773,"width":850,"height":13}},{"id":"23cdc78a-58bb-4e10-b86a-4e9d0351fee4","block_type":"box","text":"foreign ownership and investment, laws preventing repatriation of assets and legal systems that do not adequately protect","page_number":37,"box":{"x":88,"y":788,"width":858,"height":13}},{"id":"41e2402d-2e0b-4293-9ed1-0ec8ad1b2045","block_type":"box","text":"property rights. Market risks of emerging markets may include government intervention in securities or currency markets.","page_number":37,"box":{"x":89,"y":804,"width":852,"height":12}},{"id":"868613b4-4058-44e4-9f80-0145b7fc6ec1","block_type":"box","text":"Risk of Investing in Europe.","page_number":37,"box":{"x":89,"y":830,"width":194,"height":12}},{"id":"6256bf53-3489-4756-9df9-af7d82189a90","block_type":"box","text":"Investing in European countries exposes a Fund to the economic and political risks associated","page_number":37,"box":{"x":293,"y":830,"width":656,"height":12}},{"id":"be211ed3-b891-4190-936b-5241beffc403","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":37,"box":{"x":88,"y":845,"width":838,"height":12}},{"id":"29a0322b-d452-4ac9-bd89-301373469fb1","block_type":"box","text":"countries are often closely connected and interdependent, and events in one European country can have an adverse impact","page_number":37,"box":{"x":89,"y":860,"width":865,"height":13}},{"id":"8ddc41e2-b3f9-4cde-9642-37fc5afbfe1d","block_type":"box","text":"23","page_number":37,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"1f1c60ac-34fe-4689-8668-2866d7ff362f","block_type":"box","text":"on other European countries. A Fund makes investments in securities of issuers that are domiciled in, have significant","page_number":38,"box":{"x":89,"y":44,"width":822,"height":12}},{"id":"eb2c9adb-5ef4-4b46-84ee-736ebf8b8d9f","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":38,"box":{"x":89,"y":59,"width":877,"height":12}},{"id":"18d081f2-9522-45b4-bd30-52a52dbbcd72","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":38,"box":{"x":89,"y":74,"width":825,"height":12}},{"id":"4364b829-b0d4-4fe9-84dc-70183b951a74","block_type":"box","text":"adopted the euro as their currency. Eurozone membership requires member states to comply with restrictions on inflation","page_number":38,"box":{"x":89,"y":89,"width":851,"height":13}},{"id":"22e027f9-05f8-426a-9d78-6d11a52edb67","block_type":"box","text":"rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every","page_number":38,"box":{"x":89,"y":104,"width":822,"height":13}},{"id":"467682f6-4f13-49a6-a267-0d63a9ee73af","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":38,"box":{"x":89,"y":119,"width":858,"height":13}},{"id":"ec7dc5e8-4676-48fc-b0e3-3d655b128533","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":38,"box":{"x":89,"y":135,"width":873,"height":12}},{"id":"cfe1d238-7119-4212-aea8-ca021b7a608c","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":38,"box":{"x":89,"y":150,"width":834,"height":12}},{"id":"66bbb681-5534-4bf9-b110-efe4fc1cbb9b","block_type":"box","text":"significant adverse effect on the economies of other EU member states and their trading partners, including some or all of the","page_number":38,"box":{"x":89,"y":165,"width":879,"height":12}},{"id":"8110c0a3-228a-460f-8f01-896a34fa4e30","block_type":"box","text":"MSCI ACWI Index countries. Although certain European countries are not in the eurozone, many of these countries are","page_number":38,"box":{"x":89,"y":180,"width":829,"height":12}},{"id":"d9cb4a60-a952-4a4f-989c-b51d99b40180","block_type":"box","text":"obliged to meet the criteria for joining the eurozone.","page_number":38,"box":{"x":89,"y":195,"width":363,"height":12}},{"id":"13ac6fb2-523e-406b-ab82-de58e77d2f0a","block_type":"box","text":"Consequently, these countries must comply with many of the restrictions noted above. The European financial markets have","page_number":38,"box":{"x":89,"y":222,"width":870,"height":12}},{"id":"2ddb4788-8968-4e68-99fd-41a955c181b2","block_type":"box","text":"experienced volatility and adverse trends due to concerns about economic downturns, government debt levels and the","page_number":38,"box":{"x":89,"y":237,"width":831,"height":12}},{"id":"1cec58b6-3436-4f6f-9521-0622eca1cf18","block_type":"box","text":"possible default of government debt in several European countries, including, but not limited to, Austria, Belgium, Cyprus,","page_number":38,"box":{"x":89,"y":252,"width":850,"height":12}},{"id":"70f52ec5-7700-4874-bb71-956108c308b9","block_type":"box","text":"France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. In order to prevent further economic deterioration, certain","page_number":38,"box":{"x":89,"y":267,"width":812,"height":12}},{"id":"7295d54a-9f46-485c-9545-1da96e307d84","block_type":"box","text":"countries, without prior warning, can institute “capital controls.” Countries may use these controls to restrict volatile","page_number":38,"box":{"x":89,"y":282,"width":814,"height":12}},{"id":"fa073b09-1bae-4add-98ca-26d2903d772b","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":38,"box":{"x":89,"y":297,"width":871,"height":12}},{"id":"ae087508-5d5f-46df-b3ef-683ac125c978","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":38,"box":{"x":89,"y":312,"width":848,"height":13}},{"id":"8057ea2f-adf0-45f2-a9b0-2702e6ddfb25","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":38,"box":{"x":89,"y":327,"width":862,"height":13}},{"id":"170e77ca-d796-4dbf-97c1-000c8dc52b8b","block_type":"box","text":"addition, the credit ratings of certain European countries were downgraded in the past. These events have adversely affected","page_number":38,"box":{"x":89,"y":342,"width":871,"height":13}},{"id":"24b35474-03f6-48a4-af53-860f1425f192","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":38,"box":{"x":88,"y":358,"width":860,"height":12}},{"id":"6bb78f2f-5a78-49cf-b777-18b276f5fcaa","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":38,"box":{"x":89,"y":373,"width":857,"height":12}},{"id":"e57fbb06-561d-41bf-abe4-98a63548822e","block_type":"box","text":"governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may","page_number":38,"box":{"x":89,"y":388,"width":871,"height":12}},{"id":"558d3253-bbd1-4c84-8764-978264bb23da","block_type":"box","text":"result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further","page_number":38,"box":{"x":89,"y":403,"width":864,"height":12}},{"id":"27b2d06b-4ce1-4e0f-be03-34e6c2aa6cf9","block_type":"box","text":"defaults or restructurings by governments and other entities of their debt could have additional adverse effects on","page_number":38,"box":{"x":89,"y":418,"width":796,"height":12}},{"id":"dac2803e-742a-4b9a-a1b1-3de4f2ad6769","block_type":"box","text":"economies, financial markets and asset valuations around the world. In addition, one or more countries may abandon the","page_number":38,"box":{"x":89,"y":433,"width":850,"height":13}},{"id":"5352c760-49c3-467b-addd-30f606b8df28","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":38,"box":{"x":89,"y":448,"width":856,"height":13}},{"id":"c378a24f-071d-4a04-b13c-cfb85ca74f64","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":38,"box":{"x":89,"y":463,"width":816,"height":13}},{"id":"6b8c743d-a269-48f1-8c29-e61f14e0401d","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":38,"box":{"x":88,"y":490,"width":813,"height":12}},{"id":"5d724890-c0a8-4e5b-ab0c-bdb6034414b2","block_type":"box","text":"worldwide political, regulatory, economic or market conditions and could contribute to instability in global political","page_number":38,"box":{"x":88,"y":505,"width":802,"height":12}},{"id":"8a44a918-8a30-4abb-86de-8bcfc99eb0e6","block_type":"box","text":"institutions, regulatory agencies and financial markets.","page_number":38,"box":{"x":89,"y":520,"width":382,"height":12}},{"id":"294cd0bd-d7d8-4dda-b7f8-008c817b0ddb","block_type":"box","text":"Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were","page_number":38,"box":{"x":89,"y":547,"width":863,"height":12}},{"id":"dcddc5db-6c3a-4a9a-a99e-6211c8498158","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":38,"box":{"x":88,"y":562,"width":849,"height":12}},{"id":"b5a2f685-5245-4ebf-b23a-2cee25dd44dd","block_type":"box","text":"Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example,","page_number":38,"box":{"x":89,"y":577,"width":872,"height":12}},{"id":"df10a6c5-f63d-4df4-961f-9e40858b8442","block_type":"box","text":"secessionist movements. The governments of European countries may be subject to change and such countries may","page_number":38,"box":{"x":89,"y":592,"width":818,"height":12}},{"id":"0cd5fbd2-7346-42d7-99ee-b9f3175ab9d5","block_type":"box","text":"experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and","page_number":38,"box":{"x":89,"y":607,"width":845,"height":12}},{"id":"368afc0f-7dfd-4a7e-bebb-3e4334bbdaa2","block_type":"box","text":"significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region also could impact","page_number":38,"box":{"x":89,"y":622,"width":873,"height":12}},{"id":"f662391d-eb03-418d-94b9-92506048a9a6","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":38,"box":{"x":88,"y":637,"width":876,"height":13}},{"id":"7c9722b1-6fa3-4d15-a3db-73926b2d4a60","block_type":"box","text":"the value and liquidity of a Fund’s investments.","page_number":38,"box":{"x":88,"y":652,"width":328,"height":13}},{"id":"5576e252-5d92-4952-b43e-80a3baea303e","block_type":"box","text":"Russian Invasion of Ukraine","page_number":38,"box":{"x":88,"y":679,"width":192,"height":11}},{"id":"eda63ac5-d260-43c2-b694-c65fcc25acbd","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":38,"box":{"x":281,"y":679,"width":680,"height":12}},{"id":"01b59a69-5a64-4c2f-a12e-c1e8e4e59375","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":38,"box":{"x":89,"y":694,"width":870,"height":12}},{"id":"414431c7-e9c2-4170-be78-c6d620c4f9f2","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":38,"box":{"x":88,"y":709,"width":879,"height":12}},{"id":"45b0a936-714d-46d3-9385-1a0155735bfe","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":38,"box":{"x":89,"y":724,"width":869,"height":13}},{"id":"cf8b4e86-1680-4eb6-90f2-487ee4846208","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":38,"box":{"x":89,"y":739,"width":811,"height":13}},{"id":"e40e3144-cef7-44bb-a887-0d565201c022","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":38,"box":{"x":89,"y":754,"width":862,"height":13}},{"id":"1278f657-6c5b-4f8e-8ab8-be9897c4f4a7","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":38,"box":{"x":89,"y":770,"width":863,"height":12}},{"id":"b716f2df-86c4-40c8-938e-4e361aa9fb16","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":38,"box":{"x":89,"y":785,"width":879,"height":12}},{"id":"4ad3ffe3-9510-40f7-b88b-7753856aa74e","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":38,"box":{"x":89,"y":800,"width":858,"height":12}},{"id":"b383eb37-48d3-4f25-a695-e0c5c0d98d83","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":38,"box":{"x":89,"y":815,"width":468,"height":12}},{"id":"e4e265ed-82d3-4e78-927a-d60984db2079","block_type":"box","text":"Risk of Investing in Japan.","page_number":38,"box":{"x":89,"y":841,"width":184,"height":13}},{"id":"838da2af-def4-457a-aece-c5ddda0b2824","block_type":"box","text":"Japan may be subject to political, economic, labor and other risks. Any of these risks, individually","page_number":38,"box":{"x":281,"y":841,"width":676,"height":13}},{"id":"d3477adc-de4d-42f6-b398-91bc16f0e540","block_type":"box","text":"or in the aggregate, can impact an investment made in Japan.","page_number":38,"box":{"x":89,"y":856,"width":429,"height":13}},{"id":"4f623178-9a3a-402f-969b-0bb599a54d1a","block_type":"box","text":"24","page_number":38,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d3e56473-c790-45e2-ab89-4daf74ad0607","block_type":"box","text":"Currency Risk","page_number":39,"box":{"x":89,"y":44,"width":95,"height":12}},{"id":"04a2c174-e924-4a48-a2bb-a47b1eda83c2","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":39,"box":{"x":184,"y":44,"width":763,"height":12}},{"id":"ff6002e9-7c8c-4a3c-b415-41c557e92f72","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":39,"box":{"x":88,"y":59,"width":863,"height":12}},{"id":"6fcdd863-a2b5-43b3-8ed8-a6726a5fb91b","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":39,"box":{"x":89,"y":74,"width":852,"height":12}},{"id":"8ebaeff1-625e-468b-ac7c-60fa35ee44cf","block_type":"box","text":"sharply and unpredictably and could cause losses to investors.","page_number":39,"box":{"x":89,"y":89,"width":436,"height":13}},{"id":"1dc832b4-4be8-471c-a39f-6fbde8b45c9d","block_type":"box","text":"Economic Risk","page_number":39,"box":{"x":88,"y":116,"width":101,"height":9}},{"id":"371ba5dd-fa93-4f95-8a46-8f5411f76f62","block_type":"box","text":". The growth of Japan’s economy has recently lagged that of its Asian neighbors and other major developed","page_number":39,"box":{"x":190,"y":116,"width":752,"height":12}},{"id":"f5a9eb5c-322c-43fd-ac98-8ed6ef3e56e8","block_type":"box","text":"economies. Since 2000, Japan’s economic growth rate has generally remained low relative to other advanced economies, and","page_number":39,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"12fff383-dd7c-4e30-aa5a-90c82301b04e","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":39,"box":{"x":89,"y":146,"width":857,"height":12}},{"id":"b24c91b3-4b68-4326-8709-c26c77b90871","block_type":"box","text":"affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic conditions","page_number":39,"box":{"x":89,"y":161,"width":863,"height":12}},{"id":"5002a8a2-d526-4cc3-a7bb-cb8dbc80fc1a","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":39,"box":{"x":89,"y":176,"width":853,"height":13}},{"id":"b5bf9033-2aa8-4c92-9fe2-d21e47209854","block_type":"box","text":"negative impact on the Japanese economy.","page_number":39,"box":{"x":89,"y":191,"width":298,"height":13}},{"id":"2eb0866f-b52b-49ee-93c0-6d0f7963adee","block_type":"box","text":"Geographic Risk","page_number":39,"box":{"x":89,"y":218,"width":113,"height":12}},{"id":"c9352c1c-8138-4dab-942a-15327e109e10","block_type":"box","text":". Natural disasters, such as earthquakes, volcanic eruptions, typhoons and tsunamis, could occur in Japan or","page_number":39,"box":{"x":202,"y":218,"width":756,"height":12}},{"id":"32b98f0c-e486-459a-b31d-8e3955c5801b","block_type":"box","text":"surrounding areas and could negatively affect the Japanese economy, and, in turn, could negatively affect a Fund.","page_number":39,"box":{"x":89,"y":233,"width":790,"height":12}},{"id":"283aa9c0-e93f-491f-b3cf-3cd5a9f937ea","block_type":"box","text":"Labor Risk","page_number":39,"box":{"x":88,"y":259,"width":74,"height":10}},{"id":"7c67a882-662e-47ad-a9a3-6b5ce275ae0e","block_type":"box","text":". Japan has an aging workforce and has experienced a significant population decline in recent years. Japan’s labor","page_number":39,"box":{"x":162,"y":259,"width":791,"height":13}},{"id":"96c051a6-2237-45b5-8725-4b1707ad18dc","block_type":"box","text":"market appears to be undergoing fundamental structural changes, as a labor market traditionally accustomed to lifetime","page_number":39,"box":{"x":89,"y":274,"width":845,"height":13}},{"id":"f50f869a-998c-46a9-8d8d-e002086fc94b","block_type":"box","text":"employment adjusts to meet the need for increased labor mobility, which may adversely affect Japan’s economic","page_number":39,"box":{"x":89,"y":290,"width":786,"height":12}},{"id":"19894ae1-713e-48f1-a875-7c365109b6d4","block_type":"box","text":"competitiveness.","page_number":39,"box":{"x":89,"y":306,"width":116,"height":11}},{"id":"5bc89ff2-d53c-443d-9ad4-d15a4836abfb","block_type":"box","text":"Large Government and Corporate Debt Risk","page_number":39,"box":{"x":88,"y":331,"width":306,"height":12}},{"id":"5976e2a2-434c-4b51-b5f5-0df6e35d0374","block_type":"box","text":". The Japanese economy faces several concerns, including a financial system with","page_number":39,"box":{"x":394,"y":331,"width":568,"height":12}},{"id":"2f65af35-3131-4dd7-9c19-625b2a427ccb","block_type":"box","text":"large levels of nonperforming loans, over-leveraged corporate balance sheets, extensive cross-ownership by major","page_number":39,"box":{"x":89,"y":346,"width":799,"height":13}},{"id":"b0b48ed1-e9a7-43ec-b91b-e189fabcff22","block_type":"box","text":"corporations, a changing corporate governance structure, and large government deficits. These issues may cause a","page_number":39,"box":{"x":89,"y":361,"width":806,"height":13}},{"id":"d9a2392d-01d6-4e5f-a300-26a444ca8743","block_type":"box","text":"slowdown of the Japanese economy.","page_number":39,"box":{"x":89,"y":376,"width":253,"height":13}},{"id":"f9ab8d27-fc48-4d57-afd7-bc32ce38893c","block_type":"box","text":"Political Risk","page_number":39,"box":{"x":88,"y":403,"width":88,"height":10}},{"id":"16a46f05-2bfe-4d8e-84ab-36415ffb7939","block_type":"box","text":". Historically, Japan has had unpredictable national politics and may experience frequent political turnover. Future","page_number":39,"box":{"x":176,"y":403,"width":790,"height":12}},{"id":"fe02397c-cbbc-4483-91e6-635d93848bd2","block_type":"box","text":"political developments may lead to changes in policy that might adversely affect an Underlying Fund’s investments. In","page_number":39,"box":{"x":89,"y":418,"width":823,"height":12}},{"id":"4ee9128f-aeb8-4c92-a6e2-cec994d03b02","block_type":"box","text":"addition, China has become an important trading partner with Japan. Japan’s political relationship with China, however, has","page_number":39,"box":{"x":89,"y":433,"width":860,"height":13}},{"id":"2299874e-b64d-4f17-822d-ae8847c50a1e","block_type":"box","text":"been strained. Should political tension increase, it could adversely affect the Japanese economy and destabilize the region as","page_number":39,"box":{"x":89,"y":448,"width":867,"height":13}},{"id":"7cd8ef96-4b15-461a-bdb6-831c728dda6c","block_type":"box","text":"a whole.","page_number":39,"box":{"x":89,"y":463,"width":57,"height":10}},{"id":"d3ca9c9b-ce32-42c0-b07f-e69c8880b200","block_type":"box","text":"Risk of Investing in the Middle East.","page_number":39,"box":{"x":89,"y":490,"width":255,"height":12}},{"id":"62332207-aa60-4261-9302-3a911591405f","block_type":"box","text":"Many Middle Eastern countries have little or no democratic tradition, and the political","page_number":39,"box":{"x":353,"y":490,"width":596,"height":12}},{"id":"499c3fe5-a148-410c-b478-548c827be871","block_type":"box","text":"and legal systems in such countries may have an adverse impact on a Fund or an Underlying Fund. Many economies in the","page_number":39,"box":{"x":89,"y":505,"width":859,"height":12}},{"id":"e9c1684f-d50d-4168-894e-e6e8441a1593","block_type":"box","text":"Middle East are highly reliant on income from the sale of oil and natural gas or trade with countries involved in the sale of oil","page_number":39,"box":{"x":89,"y":520,"width":868,"height":12}},{"id":"fcc46931-79a8-4c11-9bf3-0b75679a8db6","block_type":"box","text":"and natural gas, and their economies are therefore vulnerable to changes in the market for oil and natural gas and foreign","page_number":39,"box":{"x":89,"y":535,"width":850,"height":13}},{"id":"2a613e6a-69b0-4f40-853c-5b9045c74f90","block_type":"box","text":"currency values. As global demand for oil and natural gas fluctuates, many Middle Eastern economies may be significantly","page_number":39,"box":{"x":89,"y":550,"width":856,"height":13}},{"id":"231aff68-f656-492e-bc96-f136cf2c888e","block_type":"box","text":"impacted.","page_number":39,"box":{"x":89,"y":565,"width":68,"height":13}},{"id":"05afdde6-2094-4185-b46c-9adf9dccca5f","block_type":"box","text":"In addition, many Middle Eastern governments have exercised and continue to exercise substantial influence over many","page_number":39,"box":{"x":89,"y":592,"width":837,"height":12}},{"id":"24c4e806-0a50-492a-ae45-67724dff4e4f","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":39,"box":{"x":89,"y":607,"width":866,"height":12}},{"id":"31bd5e49-b4df-4ad0-8133-c96fb6baadcd","block_type":"box","text":"including some of the largest companies in the country. Accordingly, governmental actions in the future could have a","page_number":39,"box":{"x":89,"y":622,"width":819,"height":12}},{"id":"1243b128-72ca-4c1d-8e0d-453aee8db0dd","block_type":"box","text":"significant effect on economic conditions in Middle Eastern countries. This could affect private sector companies and a","page_number":39,"box":{"x":89,"y":637,"width":832,"height":13}},{"id":"eae3d236-9a14-4124-8a62-7a3b3c714fa1","block_type":"box","text":"Fund or an Underlying Fund, as well as the value of securities in the Fund’s or the Underlying Fund’s portfolio.","page_number":39,"box":{"x":89,"y":652,"width":766,"height":13}},{"id":"4292eba6-220c-45e7-aea3-9a12e658a0a8","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":39,"box":{"x":89,"y":679,"width":858,"height":12}},{"id":"37907b5e-07b1-42ee-b4fa-dacc65fe360b","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":39,"box":{"x":89,"y":694,"width":870,"height":12}},{"id":"33208a27-3e36-4272-9387-f75097be338f","block_type":"box","text":"a high concentration of investors and financial intermediaries. Brokers in Middle Eastern countries typically are fewer in","page_number":39,"box":{"x":89,"y":709,"width":832,"height":12}},{"id":"87b9dafe-6545-4fd2-98f9-21fda375c016","block_type":"box","text":"number and less capitalized than brokers in the U.S.","page_number":39,"box":{"x":89,"y":724,"width":361,"height":13}},{"id":"86920455-715f-407b-810c-7fa5b5481dd9","block_type":"box","text":"The legal systems in certain Middle Eastern countries also may have an adverse impact on a Fund or an Underlying Fund. For","page_number":39,"box":{"x":88,"y":751,"width":875,"height":12}},{"id":"7da66d5d-39a9-4d62-bfb0-817de18537c6","block_type":"box","text":"example, the potential liability of a shareholder in a U.S. corporation with respect to acts of the corporation generally is","page_number":39,"box":{"x":89,"y":766,"width":830,"height":12}},{"id":"de9b54e8-9307-4c88-890f-a25aa3085624","block_type":"box","text":"limited to the amount of the shareholder’s investment. However, the notion of limited liability is less clear in certain Middle","page_number":39,"box":{"x":89,"y":781,"width":856,"height":12}},{"id":"cff4dee6-b2c6-4a8e-b14e-da3b567a9c53","block_type":"box","text":"Eastern countries. A Fund or the Underlying Funds therefore may be liable in certain Middle Eastern countries for the acts of","page_number":39,"box":{"x":89,"y":796,"width":869,"height":12}},{"id":"6dac7a95-1da6-4d17-b7be-a564eb947a9d","block_type":"box","text":"a corporation in which it invests for an amount greater than their actual investment in that corporation. Similarly, the rights of","page_number":39,"box":{"x":89,"y":811,"width":880,"height":12}},{"id":"d8e1f710-3289-491f-9c9f-f9f7b8899795","block_type":"box","text":"investors in Middle Eastern issuers may be more limited than those of shareholders of a U.S. corporation. It may be difficult or","page_number":39,"box":{"x":89,"y":826,"width":878,"height":13}},{"id":"7a5ea722-d627-4d78-bbed-0b1aea101ed7","block_type":"box","text":"impossible to obtain or enforce a legal judgment in a Middle Eastern country. Some Middle Eastern countries prohibit or","page_number":39,"box":{"x":89,"y":841,"width":839,"height":13}},{"id":"a636687f-9009-4e2b-87b9-6082aa4bda5d","block_type":"box","text":"impose substantial restrictions on investments in their capital markets, particularly their equity markets, by foreign entities","page_number":39,"box":{"x":89,"y":856,"width":855,"height":13}},{"id":"bf349249-3651-4bb1-b43d-af237fc87d57","block_type":"box","text":"25","page_number":39,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"87846867-08d0-4b84-a9b2-39b431db4c2c","block_type":"box","text":"such as a Fund and an Underlying Fund. For example, certain countries may require governmental approval prior to","page_number":40,"box":{"x":89,"y":44,"width":806,"height":12}},{"id":"5ed1a28c-e33b-4661-9e79-b14f6b2e5690","block_type":"box","text":"investment by foreign persons or limit the amount of investment by foreign persons in a particular issuer. Certain Middle","page_number":40,"box":{"x":89,"y":59,"width":840,"height":12}},{"id":"63b12557-3722-44ab-8f16-23e032b04b51","block_type":"box","text":"Eastern countries may also limit investment by foreign persons to only a specific class of securities of an issuer that may have","page_number":40,"box":{"x":89,"y":74,"width":876,"height":12}},{"id":"cdb6dacb-20e5-4ad6-aa75-73feceb0652a","block_type":"box","text":"less advantageous terms (including price) than securities of the issuer available for purchase by nationals of the relevant","page_number":40,"box":{"x":89,"y":89,"width":841,"height":13}},{"id":"605ec4cf-f542-456f-b9c1-69970587bc50","block_type":"box","text":"Middle Eastern country.","page_number":40,"box":{"x":89,"y":104,"width":164,"height":13}},{"id":"10a5c721-5e6d-4272-8d22-146c81599827","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":40,"box":{"x":88,"y":131,"width":870,"height":12}},{"id":"5c5bd03a-f54e-4c44-91f6-a7b461fa3935","block_type":"box","text":"those investments, may have an adverse impact on the operations of a Fund or an Underlying Fund. For example, in certain","page_number":40,"box":{"x":88,"y":146,"width":861,"height":12}},{"id":"a70fd9ba-5300-468a-a8ae-372f382e7d77","block_type":"box","text":"of these countries, a Fund or the Underlying Funds may be required to invest initially through a local broker or other entity","page_number":40,"box":{"x":89,"y":161,"width":854,"height":12}},{"id":"f6d78cab-e92c-432a-beb0-d72b63df7be9","block_type":"box","text":"and then have the shares that were purchased re-registered in the name of a Fund or an Underlying Fund. Re-registration in","page_number":40,"box":{"x":89,"y":176,"width":864,"height":13}},{"id":"b9cafe88-ab1a-4945-8c9f-70510ae9d7de","block_type":"box","text":"some instances may not be possible on a timely basis. This may result in a delay during which a Fund or the Underlying","page_number":40,"box":{"x":89,"y":191,"width":834,"height":13}},{"id":"b807c765-8e08-4aa5-919b-5933645d5944","block_type":"box","text":"Funds may be denied certain of its rights as an investor, including rights as to dividends or to be made aware of certain","page_number":40,"box":{"x":89,"y":206,"width":830,"height":13}},{"id":"e0b1be40-2e0b-4250-80a4-5ebfb632b398","block_type":"box","text":"corporate actions. There also may be instances where a Fund or the Underlying Funds places a purchase order but is","page_number":40,"box":{"x":89,"y":222,"width":816,"height":12}},{"id":"e81ff226-e173-4252-9cf0-2983969e83d6","block_type":"box","text":"subsequently informed, at the time of re-registration, that the permissible allocation of the investment to foreign investors","page_number":40,"box":{"x":89,"y":237,"width":853,"height":12}},{"id":"3e6f5415-6394-4275-8889-e40a9c2ddcd6","block_type":"box","text":"has already been filled and, consequently, a Fund or the Underlying Funds may not be able to invest in the relevant company.","page_number":40,"box":{"x":89,"y":252,"width":871,"height":12}},{"id":"0de14c3b-b06b-4432-ba4e-215aa7b369f3","block_type":"box","text":"Substantial limitations may exist in certain Middle Eastern countries with respect to a Fund’s or an Underlying Fund’s ability","page_number":40,"box":{"x":88,"y":278,"width":866,"height":13}},{"id":"608596b1-f8aa-4760-a145-b554b18d9af0","block_type":"box","text":"to repatriate investment income or capital gains. A Fund and an Underlying Fund could be adversely affected by delays in, or","page_number":40,"box":{"x":88,"y":293,"width":870,"height":13}},{"id":"7473a9f9-19f2-468f-9e7d-ba381773b2e6","block_type":"box","text":"a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to a Fund and","page_number":40,"box":{"x":89,"y":308,"width":863,"height":13}},{"id":"854fbf0a-3295-4074-9859-7021c8b99a67","block_type":"box","text":"an Underlying Fund of any restrictions on investment.","page_number":40,"box":{"x":89,"y":324,"width":374,"height":12}},{"id":"834f9eb3-1bd4-49ba-a17b-f5da807ad3f1","block_type":"box","text":"Certain Middle Eastern countries may be heavily dependent upon international trade and, consequently, have been and may","page_number":40,"box":{"x":89,"y":350,"width":867,"height":12}},{"id":"0dd1d9ab-260e-4f9d-8e3b-0090858dff2b","block_type":"box","text":"continue to be negatively affected by trade barriers, exchange controls, managed adjustments in relative currency values and","page_number":40,"box":{"x":89,"y":365,"width":873,"height":12}},{"id":"27b2ed47-352c-481a-9e40-5a1fb5d341bc","block_type":"box","text":"other protectionist measures imposed or negotiated by the countries with which they trade. These countries also have been","page_number":40,"box":{"x":89,"y":380,"width":866,"height":13}},{"id":"561974d1-d979-4ac6-81ef-3d968c9a2a28","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":40,"box":{"x":89,"y":395,"width":835,"height":13}},{"id":"fb5e8125-a492-4901-a7b9-821b7e3aaea0","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":40,"box":{"x":89,"y":410,"width":859,"height":13}},{"id":"34e52451-77ba-4f79-aca1-717addaf7336","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":40,"box":{"x":89,"y":426,"width":871,"height":12}},{"id":"774c9aae-9be7-4fb5-bbf5-750d1b3654b7","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":40,"box":{"x":89,"y":441,"width":835,"height":12}},{"id":"1ba695f4-d682-4a23-8cb2-2f0328d65226","block_type":"box","text":"identified as an issuer which operates in, or has dealings with, such countries. A Fund and an Underlying Fund, as an investor","page_number":40,"box":{"x":89,"y":456,"width":876,"height":12}},{"id":"b1f6a74c-5d0b-4563-b33b-c04b271edb26","block_type":"box","text":"in such issuers, will be indirectly subject to those risks.","page_number":40,"box":{"x":89,"y":471,"width":379,"height":12}},{"id":"ceadce52-f951-496a-9dee-24a9659f4125","block_type":"box","text":"Certain Middle Eastern countries have strained relations with other Middle Eastern countries due to territorial disputes,","page_number":40,"box":{"x":89,"y":497,"width":830,"height":13}},{"id":"5f989b87-cc70-42a3-8851-b9ed517a1d4f","block_type":"box","text":"historical animosities, international alliances, defense concerns or other reasons, which may adversely affect the economies","page_number":40,"box":{"x":89,"y":513,"width":865,"height":12}},{"id":"338ea690-8b69-4716-9276-7745806a4ab4","block_type":"box","text":"of these Middle Eastern countries. Certain Middle Eastern countries experience significant unemployment, as well as","page_number":40,"box":{"x":89,"y":528,"width":814,"height":12}},{"id":"bb3c3366-48dd-4f6f-9a4f-52f38c10c0e5","block_type":"box","text":"widespread underemployment. There has also been a recent increase in recruitment efforts and an aggressive push for","page_number":40,"box":{"x":88,"y":543,"width":832,"height":12}},{"id":"2b7040ce-ad27-485e-b80e-72d1ba6d2a6f","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":40,"box":{"x":88,"y":558,"width":880,"height":12}},{"id":"b6a022df-6854-4633-aad1-f9f57f171f5f","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":40,"box":{"x":89,"y":573,"width":878,"height":12}},{"id":"00dc73d1-9cf5-4783-9ad6-d6904dbe89b2","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":40,"box":{"x":89,"y":588,"width":855,"height":12}},{"id":"6c14a80b-e365-4180-8a01-8f8c1826c3fe","block_type":"box","text":"intervention or lack of intervention, among other factors.","page_number":40,"box":{"x":89,"y":603,"width":397,"height":13}},{"id":"0aca72a8-9846-46a1-a462-e10791cc9997","block_type":"box","text":"Risk of Investing in North America.","page_number":40,"box":{"x":89,"y":630,"width":250,"height":12}},{"id":"c887f485-fe21-455e-91d5-72add49d4bb1","block_type":"box","text":"A decrease in imports or exports, changes in trade regulations or an economic recession","page_number":40,"box":{"x":348,"y":630,"width":619,"height":12}},{"id":"4efd51d2-3250-445b-88f2-f066a20d605d","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":40,"box":{"x":89,"y":645,"width":862,"height":12}},{"id":"85d11d01-5dca-4f2a-b3a9-99332d6405b8","block_type":"box","text":"all of the North American countries in which the Fund or the Fund invests.","page_number":40,"box":{"x":89,"y":660,"width":518,"height":10}},{"id":"40a80386-1060-4824-b970-9a0e2328d87d","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":40,"box":{"x":88,"y":686,"width":817,"height":13}},{"id":"de5344aa-951a-4385-88d2-77e7e60e3d0e","block_type":"box","text":"significantly affected by developments in the U.S. economy. Since the implementation of the North American Free Trade","page_number":40,"box":{"x":89,"y":702,"width":838,"height":12}},{"id":"046e11a4-486c-449f-810b-9442d246c01b","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":40,"box":{"x":88,"y":717,"width":866,"height":12}},{"id":"e0b80975-ec47-43f9-a0ab-d2117f6db44c","block_type":"box","text":"increased. However, political developments including the implementation of tariffs by the U.S., and the renegotiation of","page_number":40,"box":{"x":89,"y":732,"width":832,"height":12}},{"id":"e4fba68c-a701-48c4-a2a2-991fb0e2eb28","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":40,"box":{"x":89,"y":747,"width":877,"height":12}},{"id":"fa50e1a6-90c5-44f0-be12-9af466a67b2a","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":40,"box":{"x":89,"y":762,"width":819,"height":12}},{"id":"27d6d77d-e345-41e3-8032-8016c7b8f0f1","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":40,"box":{"x":89,"y":777,"width":872,"height":12}},{"id":"b7893958-ef8b-4135-a622-54e02b96eaa6","block_type":"box","text":"of certain securities held by a Fund or an Underlying Fund.","page_number":40,"box":{"x":89,"y":792,"width":407,"height":13}},{"id":"60d07d28-e3e0-4e92-b47b-b8588ac2474d","block_type":"box","text":"Risk of Investing in Russia.","page_number":40,"box":{"x":89,"y":819,"width":190,"height":12}},{"id":"3a806a08-6028-4aab-9f9e-91c6b2339766","block_type":"box","text":"Investing in the Russian securities market involves a high degree of risk and special","page_number":40,"box":{"x":289,"y":819,"width":578,"height":12}},{"id":"d99416b7-e6b7-49d1-b735-e565fd487def","block_type":"box","text":"considerations not typically associated with investing in the U.S. securities market, and should be considered highly","page_number":40,"box":{"x":89,"y":834,"width":808,"height":12}},{"id":"dc07b0d9-21c7-4cc4-afae-01a9dfb37985","block_type":"box","text":"speculative. Risks include: the absence of developed legal structures governing private and foreign investments and private","page_number":40,"box":{"x":89,"y":849,"width":859,"height":12}},{"id":"87c69b08-b286-412f-9f1c-25aa87d711c2","block_type":"box","text":"property; the possibility of the loss of all or a substantial portion of an Underlying Fund’s assets invested in Russia as a result","page_number":40,"box":{"x":89,"y":864,"width":869,"height":12}},{"id":"36d3b6d1-6392-4e5f-acb4-19ad1e0bee38","block_type":"box","text":"26","page_number":40,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8f71de55-ce57-423f-ac6e-55597fcbd969","block_type":"box","text":"of expropriation; certain national policies which may restrict the Fund’s investment opportunities, including, without","page_number":41,"box":{"x":89,"y":44,"width":814,"height":12}},{"id":"15f6ede6-b0a3-4daa-a412-21ad03f38984","block_type":"box","text":"limitation, restrictions on investing in issuers or industries deemed sensitive to relevant national interests; and potentially","page_number":41,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"36cdff14-6d00-43e3-8715-9ee8c7ae9d97","block_type":"box","text":"greater price volatility in, significantly smaller capitalization of, and relative illiquidity of, the Russian market. There can also be","page_number":41,"box":{"x":89,"y":74,"width":878,"height":12}},{"id":"9e52d48e-0abc-48c6-8408-8a5b2af18eab","block_type":"box","text":"no assurance that an Underlying Fund’s investments in the Russian securities market would not be expropriated, nationalized","page_number":41,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"f63b2378-95f0-4e40-a9d6-cd6f29aa91c2","block_type":"box","text":"or otherwise confiscated. In the event of the settlement of any such claims or such expropriation, nationalization or other","page_number":41,"box":{"x":89,"y":104,"width":848,"height":13}},{"id":"5cd2f1f4-8821-4fe7-8e98-97bede07fda1","block_type":"box","text":"confiscation, an Underlying Fund could lose its entire investment. In addition, it may be difficult and more costly to obtain","page_number":41,"box":{"x":89,"y":119,"width":849,"height":13}},{"id":"db4edca6-142c-4b65-b006-e60dbe9eb575","block_type":"box","text":"and enforce a judgment in the Russian court system.","page_number":41,"box":{"x":89,"y":135,"width":368,"height":12}},{"id":"2a4fb98d-1a69-4541-b9f2-e17584af8567","block_type":"box","text":"Russia may also be subject to a greater degree of economic, political and social instability than is the case in other developed","page_number":41,"box":{"x":89,"y":161,"width":873,"height":12}},{"id":"701c3f8f-aa4f-460b-925f-d4ebcb91e719","block_type":"box","text":"countries. Such instability may result from, among other things, the following: (i) an authoritarian government or military","page_number":41,"box":{"x":89,"y":176,"width":848,"height":13}},{"id":"08978a1e-8588-4508-8f60-47b1ddfb4741","block_type":"box","text":"involvement in political and economic decision-making, including changes in government through extra-constitutional","page_number":41,"box":{"x":89,"y":191,"width":832,"height":13}},{"id":"4afe5eb2-a088-4be0-8c08-159ba22209db","block_type":"box","text":"means; (ii) popular unrest associated with demands for improved political, economic and social conditions; (iii) internal","page_number":41,"box":{"x":89,"y":206,"width":834,"height":13}},{"id":"734c1579-07eb-4ded-9e18-103f3149e8b7","block_type":"box","text":"insurgencies; (iv) hostile relations, including armed conflict, with neighboring countries; and (v) ethnic, religious and racial","page_number":41,"box":{"x":89,"y":222,"width":855,"height":12}},{"id":"caf0d9f4-508d-43c6-8054-3d56b7c52e2f","block_type":"box","text":"disaffection.","page_number":41,"box":{"x":89,"y":237,"width":83,"height":9}},{"id":"2ed64ecc-1b40-4ea6-a428-e3d11383d4d5","block_type":"box","text":"The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals,","page_number":41,"box":{"x":88,"y":263,"width":842,"height":12}},{"id":"2f24f01e-07b0-43b0-9bff-344b0bc5f3fb","block_type":"box","text":"forestry products and oil and gas. Accordingly, it is strongly affected by international commodity prices and is particularly","page_number":41,"box":{"x":88,"y":278,"width":849,"height":13}},{"id":"7938a35e-14c8-4997-9063-c77d1318ac9a","block_type":"box","text":"vulnerable to any weakening in global demand for these products. Any acts of terrorism or armed conflicts in Russia or","page_number":41,"box":{"x":88,"y":293,"width":832,"height":13}},{"id":"564fab2b-2dd4-429d-a364-f3e958daad8c","block_type":"box","text":"internationally could have an adverse effect on the financial and commodities markets and the global economy. As Russia","page_number":41,"box":{"x":89,"y":308,"width":850,"height":13}},{"id":"6f129979-cd01-42f2-b43b-c7693ba1418b","block_type":"box","text":"produces and exports large amounts of crude oil and gas, any acts of terrorism or armed conflict causing disruptions of","page_number":41,"box":{"x":89,"y":324,"width":839,"height":12}},{"id":"15024101-4b3e-4f9a-9b1f-b02b9b0992d8","block_type":"box","text":"Russian oil and gas exports could negatively affect the Russian economy and, thus, adversely affect the financial condition,","page_number":41,"box":{"x":89,"y":339,"width":858,"height":12}},{"id":"dc45f9f0-65c6-4168-8a2b-5704511ce9b6","block_type":"box","text":"results of operations or prospects of related companies. Current and future economic sanctions may also adversely affect the","page_number":41,"box":{"x":89,"y":354,"width":876,"height":12}},{"id":"acfdfa7a-ad5e-40a7-8b3b-c47b2fddee0c","block_type":"box","text":"Russian oil, banking, mining, metals, rail, pipeline and gas sectors, among other sectors.","page_number":41,"box":{"x":89,"y":369,"width":614,"height":12}},{"id":"8f87f44f-5ee4-4ee8-85db-9f7b9bfc4838","block_type":"box","text":"The Russian government may exercise substantial influence over many aspects of the private sector and may own or control","page_number":41,"box":{"x":88,"y":395,"width":871,"height":13}},{"id":"c65333da-8b69-4df7-84f1-7d1c2ef572e5","block_type":"box","text":"many companies. Future government actions could have a significant effect on the economic conditions in Russia, which","page_number":41,"box":{"x":89,"y":410,"width":847,"height":13}},{"id":"7e37c852-03a3-42a6-9c52-607a04f19022","block_type":"box","text":"could have a negative impact on private sector companies. There is also the possibility of diplomatic developments that could","page_number":41,"box":{"x":89,"y":426,"width":878,"height":12}},{"id":"05ed9e05-5bff-45ff-9b07-745d01d19aa0","block_type":"box","text":"adversely affect investments in Russia. In recent years, the Russian government has begun to take bolder steps to re-assert its","page_number":41,"box":{"x":89,"y":441,"width":878,"height":12}},{"id":"6b70ff04-3c65-42e1-bf37-3c9166c24237","block_type":"box","text":"regional geopolitical influence (including military steps) and launched a large-scale invasion of Ukraine on February 24, 2022.","page_number":41,"box":{"x":89,"y":456,"width":874,"height":12}},{"id":"c9a8d3e9-32b0-4805-87b0-e828ab5c8bbe","block_type":"box","text":"Additionally, Russia is alleged to have participated in state-sponsored cyberattacks against foreign companies and foreign","page_number":41,"box":{"x":88,"y":471,"width":851,"height":12}},{"id":"ab705aba-0f32-4973-a1d5-b74651494d6d","block_type":"box","text":"governments. Such steps have increased tensions between Russia and its neighbors and Western countries and may","page_number":41,"box":{"x":89,"y":486,"width":815,"height":12}},{"id":"8f570b5e-68fe-436f-b2b0-f29fae7cab61","block_type":"box","text":"negatively affect economic growth. Actual and threatened responses by other nation-states to Russia’s alleged cyber activity","page_number":41,"box":{"x":89,"y":501,"width":871,"height":13}},{"id":"4677d0f8-a155-40d6-8352-35518262fe67","block_type":"box","text":"may have an adverse impact on the Russian economy and the Russian issuers of securities in which an Underlying Fund","page_number":41,"box":{"x":89,"y":516,"width":839,"height":13}},{"id":"3bd55410-3567-4981-b8ad-3a1359722544","block_type":"box","text":"invests. For example, the U.S. has added certain foreign technology companies to the U.S. Department of Commerce’s Bureau","page_number":41,"box":{"x":89,"y":531,"width":878,"height":13}},{"id":"efadecd8-0a32-4d3f-93a2-22fbc89c83a2","block_type":"box","text":"of Industry and Security’s “Entity List,” which is a list of companies believed to pose a national security risk to the U.S.","page_number":41,"box":{"x":89,"y":547,"width":822,"height":12}},{"id":"3fa41c60-f145-424d-bcf2-a99f1e8ec23c","block_type":"box","text":"Actions like these may have unanticipated and disruptive effects on the Russian economy.","page_number":41,"box":{"x":88,"y":562,"width":628,"height":12}},{"id":"964fa07f-c0e6-4282-a25a-e260105dae80","block_type":"box","text":"Russian invasion of Ukraine","page_number":41,"box":{"x":88,"y":588,"width":191,"height":11}},{"id":"f3b156af-804c-4869-a6a2-1df10368701e","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":41,"box":{"x":280,"y":588,"width":681,"height":12}},{"id":"b9c11545-acc7-4c3a-8a32-e32e14af673d","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":41,"box":{"x":89,"y":603,"width":870,"height":13}},{"id":"1d9291d6-5edc-43a8-8688-fd637930c9a6","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":41,"box":{"x":88,"y":618,"width":879,"height":13}},{"id":"1828d096-2f38-4ae6-918b-0348d01b3f66","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":41,"box":{"x":89,"y":633,"width":869,"height":13}},{"id":"86e1ec56-f58b-4798-8abe-6fe395dceffe","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":41,"box":{"x":89,"y":649,"width":811,"height":12}},{"id":"d9a55c1f-48bf-4cc6-b1c1-e587a195f16a","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":41,"box":{"x":89,"y":664,"width":862,"height":12}},{"id":"8de7d909-6da9-4194-a7d2-70a2dc38644e","block_type":"box","text":"individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which an Underlying Fund","page_number":41,"box":{"x":89,"y":679,"width":851,"height":12}},{"id":"128bd5c8-ad42-4882-b1db-7407949b7ec1","block_type":"box","text":"invests, or the economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact","page_number":41,"box":{"x":89,"y":694,"width":869,"height":12}},{"id":"5a1f7f91-fd3c-4b40-8a41-26a043c9370c","block_type":"box","text":"the markets for certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy,","page_number":41,"box":{"x":88,"y":709,"width":856,"height":12}},{"id":"9248cbe5-733b-4ec1-9b31-a1622865edae","block_type":"box","text":"and are likely to have collateral impacts on such sectors across Europe and globally.","page_number":41,"box":{"x":89,"y":724,"width":582,"height":13}},{"id":"06d4b3d4-6bda-494b-bdb6-e6119969b124","block_type":"box","text":"Russia Sanctions","page_number":41,"box":{"x":88,"y":751,"width":117,"height":9}},{"id":"228f1658-51e8-4047-be17-c1d9ef094df1","block_type":"box","text":". Governments in the U.S. and many other countries (collectively, the “Sanctioning Bodies”) have imposed","page_number":41,"box":{"x":207,"y":751,"width":738,"height":12}},{"id":"32e5dd95-1598-489e-ae7a-7e6255799ab1","block_type":"box","text":"economic sanctions on certain Russian individuals, including politicians, and Russian corporate and banking entities,","page_number":41,"box":{"x":89,"y":766,"width":816,"height":12}},{"id":"aa15a2ad-ced3-464a-bc30-2b5268b39162","block_type":"box","text":"including banning Russia from global payments systems that facilitate cross-border payments. The Sanctioning Bodies, or","page_number":41,"box":{"x":89,"y":781,"width":853,"height":12}},{"id":"badc21a7-349e-4879-9beb-417c528bc761","block_type":"box","text":"others, could also institute broader sanctions on Russia. These sanctions, or even the threat of further sanctions, may result","page_number":41,"box":{"x":89,"y":796,"width":865,"height":12}},{"id":"d4bc5b5a-83e2-4d67-98bc-0e040c2fbd09","block_type":"box","text":"in the decline of the value and liquidity of Russian securities, a weakening of the ruble or other adverse consequences to the","page_number":41,"box":{"x":89,"y":811,"width":867,"height":12}},{"id":"eca13fb6-dc01-4def-9749-bb42db69737c","block_type":"box","text":"Russian economy. These sanctions could also result in the immediate freeze of Russian securities and/or funds invested in","page_number":41,"box":{"x":89,"y":826,"width":854,"height":13}},{"id":"28886926-f6af-4dc7-9ab0-1a72c6468370","block_type":"box","text":"prohibited assets, impairing the ability of a Fund to buy, sell, receive or deliver those securities and/or assets. Recently, Russia","page_number":41,"box":{"x":89,"y":841,"width":875,"height":13}},{"id":"7b924e77-5ff3-4e94-a367-9e8b45dcd1ee","block_type":"box","text":"has issued a number of countersanctions, some of which restrict the distribution of profits by limited liability companies (","page_number":41,"box":{"x":89,"y":856,"width":850,"height":13}},{"id":"1ec6de11-5ccf-4af5-9e16-f672f7a2b69d","block_type":"box","text":"e.g.","page_number":41,"box":{"x":940,"y":860,"width":23,"height":9}},{"id":"350da416-301e-4b5d-907f-0f8d3c07a07e","block_type":"box","text":",","page_number":41,"box":{"x":965,"y":865,"width":2,"height":3}},{"id":"90200009-d0e1-4f0c-a2e1-164069772280","block_type":"box","text":"27","page_number":41,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"fff89ef3-115c-433a-9b46-e172ce665f42","block_type":"box","text":"dividends), and prohibits Russian persons from entering into transactions with designated persons from “unfriendly states”","page_number":42,"box":{"x":89,"y":44,"width":864,"height":12}},{"id":"6e76856c-867f-4f92-857d-7f527897f597","block_type":"box","text":"as well as the export of raw materials or other products from Russia to certain sanctioned persons.","page_number":42,"box":{"x":89,"y":59,"width":690,"height":12}},{"id":"d62c7a06-b5fe-4599-9d13-6a1c8d277e33","block_type":"box","text":"The sanctions against certain Russian issuers include prohibitions on transacting in or dealing in issuances of debt or equity","page_number":42,"box":{"x":88,"y":85,"width":868,"height":13}},{"id":"d24137aa-96c3-42f9-b99e-df5a089cb3cd","block_type":"box","text":"of such issuers. Compliance with each of these sanctions has and may continue to impair the ability of a Fund to buy, sell,","page_number":42,"box":{"x":89,"y":101,"width":851,"height":12}},{"id":"f88547d6-73dc-405e-9100-270a694908a8","block_type":"box","text":"hold, receive or deliver the affected securities or other securities of such issuers. If it becomes impracticable or unlawful for a","page_number":42,"box":{"x":89,"y":116,"width":870,"height":12}},{"id":"51fe6504-eab2-446d-ac76-82f34be8f6f0","block_type":"box","text":"Fund to hold securities subject to, or otherwise affected by, sanctions (collectively, “affected securities”), or if deemed","page_number":42,"box":{"x":89,"y":131,"width":820,"height":12}},{"id":"30356f8d-e033-4fed-81ae-bc8fad929887","block_type":"box","text":"appropriate by BFA, a Fund may prohibit in-kind deposits of the affected securities in connection with creation transactions","page_number":42,"box":{"x":89,"y":146,"width":861,"height":12}},{"id":"58d6a1ba-0e8e-43d0-973f-4962bea075e7","block_type":"box","text":"and instead require a cash deposit, which may also increase a Fund’s transaction costs. A Fund may also be legally required","page_number":42,"box":{"x":89,"y":161,"width":863,"height":12}},{"id":"5886354f-c66a-42fe-b2e7-1121c8272ccf","block_type":"box","text":"to freeze assets in a blocked account.","page_number":42,"box":{"x":88,"y":176,"width":260,"height":10}},{"id":"50d97e05-0d97-45cc-b879-9ce324a058af","block_type":"box","text":"Sanctions have resulted in Russia taking counter measures or retaliatory actions, which has impaired the value and liquidity","page_number":42,"box":{"x":88,"y":203,"width":864,"height":12}},{"id":"79faafc6-68dc-4d02-9187-c4b5279d1b98","block_type":"box","text":"of Russian securities. These retaliatory measures include the immediate freeze of Russian assets held by a Fund. Due to such","page_number":42,"box":{"x":89,"y":218,"width":870,"height":12}},{"id":"bf2d60cd-d257-40b4-a7e7-9d309ccea13f","block_type":"box","text":"a freeze of these assets, including depositary receipts, a Fund may need to liquidate non-restricted assets in order to satisfy","page_number":42,"box":{"x":89,"y":233,"width":861,"height":12}},{"id":"218c4564-bf0d-484e-85cc-a4a9c2a7d192","block_type":"box","text":"any Fund redemption orders. The liquidation of Fund assets during this time may also result in a Fund receiving substantially","page_number":42,"box":{"x":89,"y":248,"width":872,"height":12}},{"id":"3c92ba9a-9f04-4a60-9bf0-7a1ae65be6e0","block_type":"box","text":"lower prices for its securities. Russia may implement additional retaliatory measures, which may further impair the value and","page_number":42,"box":{"x":89,"y":263,"width":871,"height":12}},{"id":"ef1e6faf-a9c5-44c3-bf97-e402008d4a3b","block_type":"box","text":"liquidity of Russian securities and the ability of the Fund to receive dividend payments. Recently, Russia has issued a number","page_number":42,"box":{"x":89,"y":278,"width":869,"height":13}},{"id":"0d10f93c-02db-4de8-b6a4-340276fb6bbe","block_type":"box","text":"of countersanctions, some of which restrict the distribution of profits by limited liability companies (","page_number":42,"box":{"x":89,"y":293,"width":700,"height":13}},{"id":"710fab5f-afd2-408c-8853-528f7e2e0b5b","block_type":"box","text":"e.g.","page_number":42,"box":{"x":790,"y":296,"width":23,"height":10}},{"id":"22f4520e-e454-4b9b-b101-4264ef5a17e3","block_type":"box","text":", dividends), and","page_number":42,"box":{"x":815,"y":293,"width":114,"height":13}},{"id":"21cb2d5a-176d-454f-bc46-e8e115969483","block_type":"box","text":"prohibits Russian persons from entering into transactions with designated persons from “unfriendly states” as well as the","page_number":42,"box":{"x":89,"y":308,"width":850,"height":13}},{"id":"2d878cce-e265-4ca5-82e6-4303e9f7abfe","block_type":"box","text":"export of raw materials or other products from Russia to certain sanctioned persons. Russian companies may be unable to","page_number":42,"box":{"x":89,"y":324,"width":857,"height":12}},{"id":"9587fbd2-1e6b-4d3b-a090-1567ffce06fe","block_type":"box","text":"pay dividends and, if they pay dividends, the Fund may be unable to receive them.","page_number":42,"box":{"x":89,"y":339,"width":571,"height":12}},{"id":"08afbe2d-bdec-46a7-9098-06d0dd7342d5","block_type":"box","text":"These sanctions, the decision by Russia to suspend trading on the Moscow Exchange (MOEX) and prohibit non-resident","page_number":42,"box":{"x":88,"y":365,"width":844,"height":12}},{"id":"a2d2be5f-a51e-4ec6-888b-295d9b2c6b36","block_type":"box","text":"investors from executing security sales, and other events have led to changes in the Fund’s Underlying Index. The Fund’s","page_number":42,"box":{"x":89,"y":380,"width":844,"height":13}},{"id":"5030379d-1211-4012-8504-1d5581b68d37","block_type":"box","text":"Index Provider has removed Russian securities from the Underlying Index. To the extent that the Fund rebalances its portfolio","page_number":42,"box":{"x":89,"y":395,"width":875,"height":13}},{"id":"27620ea8-9709-484b-b568-89d6690164e9","block_type":"box","text":"and trades in non-Russian securities to seek to track the investment results of the underlying index, this may result in","page_number":42,"box":{"x":89,"y":410,"width":819,"height":13}},{"id":"add41bcf-2390-4216-b64e-956d1881e4d6","block_type":"box","text":"transaction costs and increased tracking error. The Fund is currently restricted from trading in Russian securities, including","page_number":42,"box":{"x":88,"y":426,"width":858,"height":12}},{"id":"8ed84dd5-392d-4b7c-a352-1f18ce315fb3","block_type":"box","text":"those in its portfolio, while the Underlying Index has removed Russian securities. This disparity will also lead to increased","page_number":42,"box":{"x":88,"y":441,"width":844,"height":12}},{"id":"446a9f35-9612-4da5-9f71-529d1fb19ac1","block_type":"box","text":"tracking error. The inability of the Fund to trade in Russian securities may adversely affect the Fund’s ability to meet its","page_number":42,"box":{"x":88,"y":456,"width":828,"height":12}},{"id":"bba4c224-1514-4442-8d72-8e1ca8713904","block_type":"box","text":"investment objective. It is unknown when, or if, sanctions may be lifted or the Fund’s ability to trade in Russian securities will","page_number":42,"box":{"x":89,"y":471,"width":870,"height":12}},{"id":"b27a6ac1-4907-41a8-b514-b84e980b6b65","block_type":"box","text":"resume.","page_number":42,"box":{"x":89,"y":489,"width":54,"height":7}},{"id":"88dc5a0d-a89b-44f3-a32f-fd91ea4807e8","block_type":"box","text":"Also, if an affected security is included in a Fund’s underlying index, a Fund may, where practicable, seek to eliminate its","page_number":42,"box":{"x":88,"y":513,"width":838,"height":12}},{"id":"00a59434-0805-4cef-853e-36cee17e5b2c","block_type":"box","text":"holdings of the affected security by employing or augmenting its representative sampling strategy to seek to track the","page_number":42,"box":{"x":89,"y":528,"width":824,"height":12}},{"id":"0f67defa-fc32-468c-b59f-8a2b8abd9f70","block_type":"box","text":"investment results of its underlying index. The use of (or increased use of ) a representative sampling strategy may increase a","page_number":42,"box":{"x":89,"y":543,"width":874,"height":12}},{"id":"c6a92faa-b36a-417b-81f1-4f549b07086d","block_type":"box","text":"Fund’s tracking error risk. If the affected securities constitute a significant percentage of the underlying index, a Fund may","page_number":42,"box":{"x":89,"y":558,"width":854,"height":12}},{"id":"ecba9523-cdcd-404d-9591-92b9de1c5ca8","block_type":"box","text":"not be able to effectively implement a representative sampling strategy, which may result in significant tracking error","page_number":42,"box":{"x":89,"y":573,"width":816,"height":12}},{"id":"057544b4-4d9d-4ebf-8e6b-82554768e10a","block_type":"box","text":"between a Fund’s performance and the performance of its underlying index.","page_number":42,"box":{"x":89,"y":588,"width":533,"height":12}},{"id":"1f6addbe-cb35-4e84-9910-9e6c43075b42","block_type":"box","text":"Risk of Investing in Saudi Arabia.","page_number":42,"box":{"x":89,"y":615,"width":236,"height":12}},{"id":"4a568e99-3244-4430-bb6b-8ae85c37dc74","block_type":"box","text":"The ability of foreign investors (such as the Funds) to invest in the securities of Saudi","page_number":42,"box":{"x":337,"y":615,"width":594,"height":12}},{"id":"e97cdb55-4f26-45a1-b8a1-59523cf56933","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":42,"box":{"x":88,"y":630,"width":801,"height":12}},{"id":"9bf46f59-9889-4d9f-bdf5-156add380161","block_type":"box","text":"unforeseen risks could materialize with respect to foreign ownership in such securities. In addition, the Capital Market","page_number":42,"box":{"x":89,"y":645,"width":824,"height":12}},{"id":"8f832c4a-5b0f-4dae-bab1-a3386b6da9c9","block_type":"box","text":"Authority (“CMA”) places investment limitations on the ownership of the securities of Saudi Arabian issuers by foreign","page_number":42,"box":{"x":88,"y":660,"width":828,"height":12}},{"id":"f862bff8-fd84-403d-bebe-d755658b1d92","block_type":"box","text":"investors, including a limitation on a Fund’s ownership of the securities of any single issuer listed on the Saudi Arabian Stock","page_number":42,"box":{"x":89,"y":675,"width":871,"height":12}},{"id":"b8fb9721-2f4c-4dbe-9581-d93258b670e9","block_type":"box","text":"Exchange, which may prevent a Fund from investing in accordance with its strategy and contribute to tracking error against","page_number":42,"box":{"x":89,"y":690,"width":867,"height":13}},{"id":"b5d590e1-7d78-40e6-a6dd-f2bebb0ff426","block_type":"box","text":"the Underlying Index. These restrictions may be changed or new restrictions, such as licensing requirements, special","page_number":42,"box":{"x":88,"y":705,"width":814,"height":13}},{"id":"dd2ff7db-ad9e-4fe8-9cb9-31c2ed23918f","block_type":"box","text":"approvals or additional foreign taxes, may be instituted at any time. A Fund may not be able to obtain or maintain any such","page_number":42,"box":{"x":89,"y":720,"width":860,"height":13}},{"id":"a6e26862-026d-4032-9842-acf1ddb3e116","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":42,"box":{"x":89,"y":736,"width":844,"height":12}},{"id":"53e192bc-ad52-4e55-8967-fcbefc51023f","block_type":"box","text":"could occur in the Saudi Arabian market, any of which could negatively impact a Fund. These risks may be exacerbated,","page_number":42,"box":{"x":89,"y":751,"width":838,"height":12}},{"id":"7de5a0a2-8f05-4086-9b94-ce52a220156f","block_type":"box","text":"compared to more developed markets, given the limited history of foreign investment in the Saudi Arabian market.","page_number":42,"box":{"x":89,"y":766,"width":801,"height":12}},{"id":"c1caa3bc-784d-4639-ad50-6dbd766e4885","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":42,"box":{"x":89,"y":781,"width":867,"height":12}},{"id":"02773a64-876d-4ad5-9aea-ca2c06890edc","block_type":"box","text":"imposition of restrictions on additional foreign investments and repatriation of capital. Such heightened risks may include,","page_number":42,"box":{"x":89,"y":796,"width":854,"height":12}},{"id":"4f8ac54c-3051-413d-bfc6-e22dd043d198","block_type":"box","text":"among others, restrictions on and government intervention in international trade, confiscatory taxation, political instability,","page_number":42,"box":{"x":89,"y":811,"width":859,"height":12}},{"id":"54c7b0bf-4447-44e8-8dd6-977ab00d3f3a","block_type":"box","text":"including authoritarian and/or military involvement in governmental decision making, armed conflict, crime and instability as","page_number":42,"box":{"x":89,"y":826,"width":877,"height":13}},{"id":"4b0e9cae-dd12-4ef0-bf22-94f754b9868f","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":42,"box":{"x":89,"y":841,"width":877,"height":13}},{"id":"7e55430b-711e-472f-a427-2056c7ec1528","block_type":"box","text":"certain entities and industries. Newly privatized companies may face strong competition from government-sponsored","page_number":42,"box":{"x":89,"y":856,"width":824,"height":13}},{"id":"b38a1b41-b8f5-4aa7-b8dc-3efa428ce3d7","block_type":"box","text":"28","page_number":42,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5c7ac12b-2141-49c5-ab0a-c23599676d44","block_type":"box","text":"competitors that have not been privatized. In some instances, investors in newly privatized entities have suffered losses due","page_number":43,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"86a60ada-17ef-47c9-824a-d2fde41472c1","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":43,"box":{"x":88,"y":59,"width":843,"height":12}},{"id":"a78fa629-2d2a-43c0-af05-250a79b74e25","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":43,"box":{"x":89,"y":74,"width":836,"height":12}},{"id":"bf9cbafd-d041-4b3f-a36b-d21886bbcbbf","block_type":"box","text":"losses will not recur. Saudi Arabia is highly reliant on income from the sale of petroleum and trade with other countries","page_number":43,"box":{"x":89,"y":89,"width":830,"height":13}},{"id":"bb9b04af-1dd0-4978-a340-f76be0ee6ef1","block_type":"box","text":"involved in the sale of petroleum, and its economy is therefore vulnerable to changes in foreign currency values and the","page_number":43,"box":{"x":89,"y":104,"width":834,"height":13}},{"id":"a93482b4-e59c-4028-8dba-c31760fac34a","block_type":"box","text":"market for petroleum, as well as acts targeting petroleum production or processing facilities in Saudi Arabia. As global","page_number":43,"box":{"x":89,"y":119,"width":825,"height":13}},{"id":"e82c04c5-45e0-40e6-8bc9-04f65035de52","block_type":"box","text":"demand for petroleum fluctuates, Saudi Arabia may be significantly impacted. In the recent past, the Saudi Arabian","page_number":43,"box":{"x":89,"y":135,"width":804,"height":12}},{"id":"9e0370f6-73af-4271-a416-d5605c196bc7","block_type":"box","text":"government has explored privatization and diversification of the economy in the wake of a diminished petroleum market.","page_number":43,"box":{"x":89,"y":150,"width":846,"height":12}},{"id":"db59e953-3017-4f0f-97f6-bb7f1131f7fd","block_type":"box","text":"Like most Middle Eastern governments, the government of Saudi Arabia exercises substantial influence over many aspects of","page_number":43,"box":{"x":89,"y":176,"width":876,"height":13}},{"id":"65325c47-719b-4697-a421-de915d20e75c","block_type":"box","text":"the private sector. Although liberalization in the wider economy is underway, in many areas it has lagged significantly:","page_number":43,"box":{"x":88,"y":191,"width":822,"height":13}},{"id":"8eec09b4-7db5-40b2-bed6-80746038625c","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":43,"box":{"x":89,"y":206,"width":878,"height":13}},{"id":"6c174a79-1f28-4bfd-92f4-c7fefeacac1c","block_type":"box","text":"exacerbated by the fact that Saudi Arabia is governed by an absolute monarchy. Saudi Arabia has historically experienced","page_number":43,"box":{"x":89,"y":222,"width":847,"height":12}},{"id":"f7afea02-a65c-4d00-ad23-0015064f6a2a","block_type":"box","text":"strained relations with economic partners worldwide, including other countries in the Middle East, due to geopolitical events.","page_number":43,"box":{"x":89,"y":237,"width":874,"height":12}},{"id":"c25856ef-3744-41ee-9338-771ffe53edb4","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":43,"box":{"x":89,"y":252,"width":847,"height":12}},{"id":"035f7ced-4364-4d84-9ba0-97303f35d860","block_type":"box","text":"markets and may adversely affect its economy and a Fund’s investments.","page_number":43,"box":{"x":89,"y":267,"width":510,"height":12}},{"id":"6e5c4235-43ac-48de-85f5-ab1e6f8e1747","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":43,"box":{"x":89,"y":293,"width":877,"height":13}},{"id":"258710e5-ffcd-4b81-90c2-c3c9db5eb32a","block_type":"box","text":"private sector companies and a Fund, as well as the value of securities in a Fund’s portfolio. Any economic sanctions on","page_number":43,"box":{"x":89,"y":308,"width":836,"height":13}},{"id":"1bcd28ac-8630-45d5-a2ab-f9fad0f53d9b","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":43,"box":{"x":88,"y":324,"width":872,"height":12}},{"id":"f1038bcd-3521-4182-bbb7-566c71abccef","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":43,"box":{"x":88,"y":339,"width":847,"height":12}},{"id":"8c989616-af06-4910-9431-0f700816da1d","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":43,"box":{"x":88,"y":354,"width":872,"height":12}},{"id":"44952f30-79ba-43cd-9035-6a55a0ddc3db","block_type":"box","text":"in prohibited assets, impairing the ability of a Fund to buy, sell, receive or deliver those securities and/or assets. In addition,","page_number":43,"box":{"x":89,"y":369,"width":859,"height":12}},{"id":"f155a2dd-242d-4fc0-8e5c-6428d7fb50fe","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":43,"box":{"x":88,"y":384,"width":864,"height":12}},{"id":"c090bb46-7ad3-43df-a7d6-f44de48aa866","block_type":"box","text":"an adverse effect on the economy.","page_number":43,"box":{"x":89,"y":399,"width":238,"height":13}},{"id":"9ceb40d0-2639-4713-9a41-26600f73897c","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":43,"box":{"x":88,"y":426,"width":871,"height":12}},{"id":"9d76c19c-997d-422f-ab3b-a07a0ccd5515","block_type":"box","text":"Saudi Arabia are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume,","page_number":43,"box":{"x":88,"y":441,"width":865,"height":12}},{"id":"d41b777f-038e-497d-8662-460e4fdb66ea","block_type":"box","text":"illiquidity, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control","page_number":43,"box":{"x":89,"y":456,"width":860,"height":12}},{"id":"9e2464fc-5133-4b50-a5fe-da4f0d5fc3ac","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":43,"box":{"x":89,"y":471,"width":840,"height":12}},{"id":"a5daaa2a-978b-4b1a-ba2d-7641accbe9b3","block_type":"box","text":"those of companies on exchanges in more developed markets. Such infrequent trading may adversely affect the pricing of","page_number":43,"box":{"x":88,"y":486,"width":855,"height":12}},{"id":"c6bb22ca-0c00-4350-8813-07763a045fd7","block_type":"box","text":"these securities and a Fund’s ability to sell these securities in the future.","page_number":43,"box":{"x":88,"y":501,"width":500,"height":13}},{"id":"35b7611d-b99c-4b13-bd97-8270e5d22a4b","block_type":"box","text":"Although the political situation in Saudi Arabia is largely stable, Saudi Arabia has historically experienced political instability,","page_number":43,"box":{"x":88,"y":528,"width":866,"height":12}},{"id":"7737e5aa-abd1-494f-a4cc-c7bf2a1c4cac","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":43,"box":{"x":89,"y":543,"width":872,"height":12}},{"id":"e7b71330-3bc5-4122-89f1-be6af45dd85d","block_type":"box","text":"could adversely impact the economy of Saudi Arabia. Instability may be caused by military developments, government","page_number":43,"box":{"x":89,"y":558,"width":827,"height":12}},{"id":"3c2cdee6-1188-484a-9923-c3781f54107c","block_type":"box","text":"interventions in the marketplace, terrorism, extremist attitudes, attempted social or political reforms, religious differences, or","page_number":43,"box":{"x":89,"y":573,"width":870,"height":12}},{"id":"5fc232cc-be4c-44f8-ae01-9a156b7a6c8f","block_type":"box","text":"other factors. Additionally, anti-Western views held by certain groups in the Middle East may influence government policies","page_number":43,"box":{"x":89,"y":588,"width":861,"height":12}},{"id":"d94a5da0-af03-4f08-877e-3a6351850492","block_type":"box","text":"regarding foreign investment. Further developments in U.S. relations with Saudi Arabia and other Middle-Eastern countries","page_number":43,"box":{"x":89,"y":603,"width":858,"height":13}},{"id":"b5c97953-3446-4879-9741-039a501c3836","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":43,"box":{"x":89,"y":618,"width":853,"height":13}},{"id":"3c916f14-bc03-4500-94ad-5e1ade76c078","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":43,"box":{"x":89,"y":633,"width":862,"height":13}},{"id":"a3db0a93-a9db-476d-aff9-6e610dffa445","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":43,"box":{"x":89,"y":649,"width":849,"height":12}},{"id":"0b739428-9dfe-452b-bcea-9fe9d2931863","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":43,"box":{"x":89,"y":664,"width":817,"height":12}},{"id":"70c40b01-cc53-4143-b149-cacc8e38c813","block_type":"box","text":"securities to which a Fund has exposure. Political instability in North Africa and the larger Middle East region has caused","page_number":43,"box":{"x":89,"y":679,"width":840,"height":12}},{"id":"0d658954-9aa9-4c28-8472-e72233e89434","block_type":"box","text":"significant disruptions to many industries. Continued political and social unrest in these areas may negatively affect the value","page_number":43,"box":{"x":89,"y":694,"width":874,"height":12}},{"id":"cb5e5f90-0044-4f2a-8a6e-2aad802ba984","block_type":"box","text":"of securities in a Fund’s portfolio.","page_number":43,"box":{"x":89,"y":709,"width":231,"height":12}},{"id":"6aab0f89-f0d3-4b54-9c7b-3f8913c11a73","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":43,"box":{"x":89,"y":736,"width":806,"height":12}},{"id":"a2daeb52-50a2-4651-b7bd-f9a219431cf9","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":43,"box":{"x":89,"y":751,"width":856,"height":12}},{"id":"59fb682b-0431-4522-b368-c12055999da0","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":43,"box":{"x":89,"y":766,"width":850,"height":12}},{"id":"42cc39da-3dc4-48fa-b286-caa33d47993d","block_type":"box","text":"operates in, or has dealings with, such countries. A Fund, as an investor in such issuers, will be indirectly subject to those","page_number":43,"box":{"x":89,"y":781,"width":845,"height":12}},{"id":"1b7d2455-d89b-488f-a358-efd3078f2905","block_type":"box","text":"risks.","page_number":43,"box":{"x":89,"y":796,"width":34,"height":10}},{"id":"7a74fe32-2b7e-4350-8aab-fb34904aaaed","block_type":"box","text":"Risk of Investing in the Communication Services Sector.","page_number":43,"box":{"x":89,"y":822,"width":401,"height":13}},{"id":"7f5a4b07-b3ea-43a9-9d96-b7520a4b47a7","block_type":"box","text":"The communication services sector consists of both companies in","page_number":43,"box":{"x":498,"y":822,"width":464,"height":13}},{"id":"a137f6f0-2838-48d9-b1d0-31d24e6aec39","block_type":"box","text":"the telecommunication services industry as well as those in the media and entertainment industry. Examples of companies in","page_number":43,"box":{"x":88,"y":838,"width":877,"height":12}},{"id":"a37874fa-e117-4461-85c3-954dbfd24f00","block_type":"box","text":"the telecommunication services industry group include providers of fiber-optic, fixed-line, cellular and wireless","page_number":43,"box":{"x":88,"y":853,"width":774,"height":12}},{"id":"3fdf48ec-9a5a-4ea2-ba61-bde18e8230ce","block_type":"box","text":"29","page_number":43,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"843cbb74-8853-4dfe-92ac-b5c7fc23c18a","block_type":"box","text":"telecommunications networks. Companies in the media and entertainment industry group encompass a variety of services","page_number":44,"box":{"x":88,"y":44,"width":860,"height":12}},{"id":"16c66ca7-a8de-4b55-8066-a6ce32b4c1bd","block_type":"box","text":"and products including television broadcasting, gaming products, social media, networking platforms, online classifieds,","page_number":44,"box":{"x":89,"y":59,"width":841,"height":12}},{"id":"5734d53a-67f0-4fd2-96db-ef2f3607ee87","block_type":"box","text":"online review websites, and Internet search engines. Companies in the communication services sector may be affected by","page_number":44,"box":{"x":89,"y":74,"width":851,"height":12}},{"id":"b88b7c77-19b3-40e6-adcb-3b3543e5f9cc","block_type":"box","text":"industry competition, substantial capital requirements, government regulation, and obsolescence of communications","page_number":44,"box":{"x":89,"y":89,"width":822,"height":13}},{"id":"1c2b90e3-af09-4a76-8da7-84ff3a98a7c5","block_type":"box","text":"products and services due to technological advancement. Fluctuating domestic and international demand, shifting","page_number":44,"box":{"x":89,"y":104,"width":803,"height":13}},{"id":"84049e42-63a6-4cb2-b290-66c8475de1d5","block_type":"box","text":"demographics and often unpredictable changes in consumer tastes can drastically affect a communication services","page_number":44,"box":{"x":89,"y":119,"width":808,"height":13}},{"id":"d2ca136d-91a7-4e7f-8230-97264b6c3d3c","block_type":"box","text":"company’s profitability. In addition, while all companies may be susceptible to network security breaches, certain companies","page_number":44,"box":{"x":89,"y":135,"width":870,"height":12}},{"id":"35881bee-e6d9-42c4-8c5b-84d5976355df","block_type":"box","text":"in the communication services sector may be particular targets of hacking and potential theft of proprietary or consumer","page_number":44,"box":{"x":89,"y":150,"width":848,"height":12}},{"id":"08f8da4c-1660-4ba6-91c6-22d34c665559","block_type":"box","text":"information or disruptions in service, which could have a material adverse effect on their businesses.","page_number":44,"box":{"x":89,"y":165,"width":702,"height":12}},{"id":"f9a361e0-973a-4b81-92b1-d5a4ba3f4975","block_type":"box","text":"The communication services sector of a country’s economy is often subject to extensive government regulation. The costs of","page_number":44,"box":{"x":88,"y":191,"width":879,"height":13}},{"id":"f255fa95-7d92-4085-bd7f-b5e0be0f55ab","block_type":"box","text":"complying with governmental regulations, delays or failure to receive required regulatory approvals, or the enactment of new","page_number":44,"box":{"x":89,"y":206,"width":875,"height":13}},{"id":"6b5a3b64-72b8-4ccb-a7c3-d263c01b8705","block_type":"box","text":"regulatory requirements may negatively affect the business of communications companies. Government actions around the","page_number":44,"box":{"x":89,"y":222,"width":867,"height":12}},{"id":"e0e26d60-9a50-4daa-87c0-5db680fe491b","block_type":"box","text":"world, specifically in the area of pre-marketing clearance of products and prices, can be arbitrary and unpredictable. The","page_number":44,"box":{"x":88,"y":237,"width":843,"height":12}},{"id":"6be248f3-a4d5-4589-9da3-9a062f5a130b","block_type":"box","text":"communications services industry can also be significantly affected by intense competition for market share, including","page_number":44,"box":{"x":89,"y":252,"width":828,"height":12}},{"id":"bef051c7-d54a-44b1-a091-e2500ef628e6","block_type":"box","text":"competition with alternative technologies such as wireless communications, product compatibility and standardization,","page_number":44,"box":{"x":89,"y":267,"width":837,"height":12}},{"id":"7dbf0396-f95d-43ac-9570-4696f77ffb77","block_type":"box","text":"consumer preferences, rapid product obsolescence, research and development of new products, lack of standardization or","page_number":44,"box":{"x":89,"y":282,"width":857,"height":12}},{"id":"5268de1b-8bcd-4179-996c-f82105584961","block_type":"box","text":"compatibility with existing technologies, and a dependency on patent and copyright protections. Companies in the","page_number":44,"box":{"x":89,"y":297,"width":803,"height":12}},{"id":"82953b3d-6b04-40b6-aeb6-ce65ae3ec3fe","block_type":"box","text":"communication services sector may encounter distressed cash flows due to the need to commit substantial capital to meet","page_number":44,"box":{"x":89,"y":312,"width":864,"height":13}},{"id":"ab6a0cf2-6ad7-43a2-b38a-c3887b8c8c05","block_type":"box","text":"increasing competition, particularly in developing new products and services using new technology. Technological","page_number":44,"box":{"x":89,"y":327,"width":799,"height":13}},{"id":"692298e3-9b73-4edc-994d-1e6298336483","block_type":"box","text":"innovations may make the products and services of certain communications companies obsolete.","page_number":44,"box":{"x":89,"y":342,"width":683,"height":13}},{"id":"84c5496e-ebe4-42fe-870c-e44448a43847","block_type":"box","text":"Telecommunications providers with exposure to the U.S. are generally required to obtain franchises or licenses in order to","page_number":44,"box":{"x":88,"y":369,"width":850,"height":12}},{"id":"f4dd98e8-fb16-46b5-8a9f-6b736050e96e","block_type":"box","text":"provide services in a given location. Licensing and franchise rights in the telecommunications sector are limited, which may","page_number":44,"box":{"x":89,"y":384,"width":864,"height":12}},{"id":"29ffd86e-aaeb-4cd9-936f-92cc476e31b6","block_type":"box","text":"provide an advantage to certain participants. Limited availability of such rights, high barriers to market entry and regulatory","page_number":44,"box":{"x":89,"y":399,"width":863,"height":13}},{"id":"dbe28868-b6be-4aef-8571-a3aeb1456972","block_type":"box","text":"oversight, among other factors, have led to consolidation of companies within the sector, which could lead to further","page_number":44,"box":{"x":89,"y":414,"width":818,"height":13}},{"id":"b27681e2-6d1b-491e-b926-d563c4a3eb2b","block_type":"box","text":"regulation or other negative effects in the future. Telecommunication providers investing in non-U.S. countries may be","page_number":44,"box":{"x":89,"y":429,"width":826,"height":13}},{"id":"bb794f3b-ba4a-452e-83f5-cb8f5473fbb7","block_type":"box","text":"subject to similar risks. Additional risks include those related to competitive challenges in the U.S. from non-U.S. competitors","page_number":44,"box":{"x":89,"y":445,"width":873,"height":12}},{"id":"8a6f1240-5928-4c41-bb05-3ee6d31e9551","block_type":"box","text":"engaged in strategic joint ventures with U.S. companies and in non-U.S. markets from both U.S. and non-U.S. competitors.","page_number":44,"box":{"x":89,"y":460,"width":856,"height":12}},{"id":"d944e541-7f1e-40b7-b638-035c55bc1620","block_type":"box","text":"Companies in the media and entertainment industries can be significantly affected by several factors, including competition,","page_number":44,"box":{"x":89,"y":486,"width":868,"height":12}},{"id":"da5910cf-942f-4c4b-8fec-c22446b9472d","block_type":"box","text":"particularly in formulation of products and services using new technologies, cyclicality of revenues and earnings, a potential","page_number":44,"box":{"x":89,"y":501,"width":866,"height":13}},{"id":"cc51632b-67ec-4d79-9411-e09795c7d7d0","block_type":"box","text":"decrease in the discretionary income of targeted individuals, changing consumer tastes and interests, and the potential","page_number":44,"box":{"x":89,"y":516,"width":833,"height":13}},{"id":"b10cb494-290f-49d2-8bf1-14dc13a8c58d","block_type":"box","text":"increase in government regulation. Companies in the media and entertainment industries may become obsolete quickly.","page_number":44,"box":{"x":89,"y":531,"width":840,"height":13}},{"id":"8830f071-ecff-4a76-9976-17dea1c51570","block_type":"box","text":"Advertising spending can be an important revenue source for media and entertainment companies. During economic","page_number":44,"box":{"x":88,"y":547,"width":823,"height":12}},{"id":"6cdd33bb-3d6f-44c7-bb32-b1eb517ee529","block_type":"box","text":"downturns advertising spending typically decreases and, as a result, media and entertainment companies tend to generate","page_number":44,"box":{"x":89,"y":562,"width":859,"height":12}},{"id":"4a79d220-2ac3-4de5-9253-5340a702d345","block_type":"box","text":"less revenue.","page_number":44,"box":{"x":89,"y":577,"width":88,"height":10}},{"id":"f789c841-72ff-4cd1-8805-95cae4e16652","block_type":"box","text":"Risk of Investing in the Consumer Discretionary Sector.","page_number":44,"box":{"x":89,"y":603,"width":397,"height":13}},{"id":"0c8496a0-9f71-4593-bf07-f11cfc8c7b0b","block_type":"box","text":"Companies engaged in the design, production or distribution of","page_number":44,"box":{"x":495,"y":603,"width":446,"height":13}},{"id":"85197367-78f6-4018-a25d-4392135d9395","block_type":"box","text":"products or services for the consumer discretionary sector (including, without limitation, television and radio broadcasting,","page_number":44,"box":{"x":89,"y":618,"width":861,"height":13}},{"id":"f4a83c6e-9559-4c7b-94d8-ed4ad24fa51a","block_type":"box","text":"manufacturing, publishing, recording and musical instruments, motion pictures, photography, amusement and theme parks,","page_number":44,"box":{"x":89,"y":633,"width":872,"height":13}},{"id":"63359f6a-96e8-47e0-b249-a8d617d0dad9","block_type":"box","text":"gaming casinos, sporting goods and sports arenas, camping and recreational equipment, toys and games, apparel, travel","page_number":44,"box":{"x":89,"y":649,"width":850,"height":12}},{"id":"e398f644-100e-42c7-bcb1-e03db2ea50b7","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":44,"box":{"x":89,"y":664,"width":822,"height":12}},{"id":"06691438-9130-468f-8844-eea664b2135b","block_type":"box","text":"products or services may become obsolete quickly. The success of these companies can depend heavily on disposable","page_number":44,"box":{"x":89,"y":679,"width":827,"height":12}},{"id":"6754ab67-3bc0-419d-81df-51cbe8995f07","block_type":"box","text":"household income and consumer spending. During periods of an expanding economy, the consumer discretionary sector","page_number":44,"box":{"x":89,"y":694,"width":850,"height":12}},{"id":"1630c7ac-ecf2-4d0b-9267-3e8a2d4eea83","block_type":"box","text":"may outperform the consumer staples sector, but may underperform when economic conditions worsen. Moreover, the","page_number":44,"box":{"x":89,"y":709,"width":838,"height":12}},{"id":"13620eae-4cb4-4983-ab5c-cfc3c09b264d","block_type":"box","text":"consumer discretionary sector can be significantly affected by several factors, including, without limitation, the performance","page_number":44,"box":{"x":89,"y":724,"width":870,"height":13}},{"id":"3b2e904b-0124-43a8-9adb-e42be4683af6","block_type":"box","text":"of domestic and international economies, exchange rates, changing consumer preferences, demographics, marketing","page_number":44,"box":{"x":89,"y":739,"width":823,"height":13}},{"id":"a9e3bca7-d166-4646-bea2-b1983a2e1d0c","block_type":"box","text":"campaigns, cyclical revenue generation, consumer confidence, commodity price volatility, labor relations, interest rates,","page_number":44,"box":{"x":89,"y":754,"width":834,"height":13}},{"id":"b95e6152-3bf4-420b-aa7d-2cad27607207","block_type":"box","text":"import and export controls, intense competition, technological developments and government regulation.","page_number":44,"box":{"x":89,"y":770,"width":741,"height":12}},{"id":"60b530a6-82a5-45ab-a6ae-417ef174ce5a","block_type":"box","text":"Risk of Investing in the Consumer Staples Sector.","page_number":44,"box":{"x":89,"y":796,"width":352,"height":12}},{"id":"1a74c4db-b331-40a6-843c-cec0e3cb012a","block_type":"box","text":"Companies in the consumer staples sector may be adversely affected by","page_number":44,"box":{"x":450,"y":796,"width":504,"height":12}},{"id":"cd89dfdd-2c30-4ef1-98dc-9d5d05c437bd","block_type":"box","text":"changes in the global economy, consumer spending, competition, demographics and consumer preferences, and production","page_number":44,"box":{"x":89,"y":811,"width":873,"height":12}},{"id":"69c2d107-4347-4e7c-a0ec-2c06f36a5a4d","block_type":"box","text":"spending. Companies in the consumer staples sector may also be affected by changes in global economic, environmental","page_number":44,"box":{"x":89,"y":826,"width":848,"height":13}},{"id":"4e8dfeb0-3afc-442a-9ff8-a5c9ba26ef63","block_type":"box","text":"and political events, economic conditions, the depletion of resources, and government regulation. For instance, government","page_number":44,"box":{"x":89,"y":841,"width":867,"height":13}},{"id":"30fc33b7-69c5-4c4a-8e00-d55c4fb7b1e9","block_type":"box","text":"regulations may affect the permissibility of using various food additives and production methods of companies that make","page_number":44,"box":{"x":89,"y":856,"width":850,"height":13}},{"id":"341d5bb0-315f-463a-a4af-3b2e894d626e","block_type":"box","text":"30","page_number":44,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5edb5e51-82f4-49e8-9566-57771d2ab374","block_type":"box","text":"food products, which could affect company profitability. In addition, tobacco companies may be adversely affected by the","page_number":45,"box":{"x":88,"y":44,"width":849,"height":12}},{"id":"17101a85-8ff9-4841-85b2-e37628bb62e9","block_type":"box","text":"adoption of proposed legislation and/or by litigation. Companies in the consumer staples sector also may be subject to risks","page_number":45,"box":{"x":89,"y":59,"width":869,"height":12}},{"id":"7b577ec6-b08d-45d2-acb5-c7278c3e23ac","block_type":"box","text":"pertaining to the supply of, demand for and prices of raw materials. The prices of raw materials fluctuate in response to a","page_number":45,"box":{"x":89,"y":74,"width":847,"height":12}},{"id":"489402fc-3030-42f6-a448-782ceeb89003","block_type":"box","text":"number of factors, including, without limitation, changes in government agricultural support programs, exchange rates,","page_number":45,"box":{"x":89,"y":89,"width":838,"height":13}},{"id":"450632f2-225b-4d5a-b7e8-cc73d312fad3","block_type":"box","text":"import and export controls, changes in international agricultural and trading policies, and seasonal and weather conditions.","page_number":45,"box":{"x":89,"y":104,"width":864,"height":13}},{"id":"2ad33217-ac04-4703-a8f2-259046de1cc6","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":45,"box":{"x":89,"y":119,"width":872,"height":13}},{"id":"eac0958b-547c-4089-b923-73e520c2ec9e","block_type":"box","text":"their profitability.","page_number":45,"box":{"x":88,"y":135,"width":118,"height":12}},{"id":"cff8ef25-4c9c-4004-97e8-df7fb13eaec7","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":45,"box":{"x":89,"y":161,"width":270,"height":12}},{"id":"c4a69036-0fe4-4b47-b09a-78f4883f76a9","block_type":"box","text":"Companies in the energy sector are strongly affected by the changes in and volatility","page_number":45,"box":{"x":369,"y":161,"width":590,"height":12}},{"id":"2c606c3e-652a-41f6-a45d-44d1d09eab2a","block_type":"box","text":"of global energy prices, energy supply and demand, government regulations and policies, energy production and","page_number":45,"box":{"x":89,"y":176,"width":788,"height":13}},{"id":"37a8733a-59fd-4f87-a0b5-a9279bc29d0d","block_type":"box","text":"conservation efforts, technological change, development of alternative energy sources, and other factors that they cannot","page_number":45,"box":{"x":89,"y":191,"width":853,"height":13}},{"id":"739f8fc8-d599-4b0d-a910-de964de5a074","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":45,"box":{"x":89,"y":206,"width":852,"height":13}},{"id":"9341fbf5-0192-45e5-918f-f03aca25d8a3","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":45,"box":{"x":88,"y":222,"width":822,"height":12}},{"id":"5e3ad500-bb31-4b04-92b4-44552a2c5023","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":45,"box":{"x":89,"y":237,"width":807,"height":12}},{"id":"62ae3c2c-b08b-46c4-9502-a1d17312f0d1","block_type":"box","text":"dependent on commodity prices. Prices and supplies of energy may fluctuate significantly over short and long periods of","page_number":45,"box":{"x":89,"y":252,"width":846,"height":12}},{"id":"941b0ec2-87b1-458f-8479-f9ffc2a20946","block_type":"box","text":"time due to, among other things, national and international political changes, Organization of Petroleum Exporting Countries","page_number":45,"box":{"x":88,"y":267,"width":874,"height":12}},{"id":"8dce4480-f56a-4851-8f4c-bcb9e02b4778","block_type":"box","text":"(“OPEC”) policies, changes in relationships among OPEC members and between OPEC and oil-importing nations, the","page_number":45,"box":{"x":89,"y":282,"width":820,"height":12}},{"id":"50929929-f890-4db8-a5ec-3f9b14da2d11","block_type":"box","text":"regulatory environment, taxation policies, the enactment or cessation of trade sanctions, war or other geopolitical conflicts,","page_number":45,"box":{"x":89,"y":297,"width":864,"height":12}},{"id":"64762196-deb4-4ae6-af53-024622613d3c","block_type":"box","text":"and the economies of key energy-consuming countries. Companies in the energy sector may be adversely affected by","page_number":45,"box":{"x":89,"y":312,"width":823,"height":13}},{"id":"eeba9a95-3546-4d40-a8f0-5fd0f5374f14","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":45,"box":{"x":88,"y":327,"width":870,"height":13}},{"id":"5999ba6a-4f18-4b9b-ab90-9c2a666e9817","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":45,"box":{"x":89,"y":342,"width":859,"height":13}},{"id":"c1085c5f-b0c4-490e-9dfa-d48c22d350f2","block_type":"box","text":"deposits are located in emerging markets countries where corruption and security may raise significant risks, in addition to","page_number":45,"box":{"x":89,"y":358,"width":860,"height":12}},{"id":"7362ad63-e5f7-4556-9d4b-564b6d3f07f2","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":45,"box":{"x":88,"y":373,"width":861,"height":12}},{"id":"a294338e-d509-42f7-8125-b12dc0438368","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":45,"box":{"x":89,"y":388,"width":876,"height":12}},{"id":"43ec5594-bce0-4bc6-a7f4-2a8cda50c049","block_type":"box","text":"in exchange rates, interest rates, economic conditions, tax treatment, government regulation and intervention, negative","page_number":45,"box":{"x":89,"y":403,"width":836,"height":12}},{"id":"9fe86398-0dd7-4f1f-a65c-16594a825b00","block_type":"box","text":"perception, efforts at energy conservation and world events in the regions in which the companies operate (","page_number":45,"box":{"x":89,"y":418,"width":755,"height":12}},{"id":"7569b1ab-80c0-46b8-884c-37233c116a1b","block_type":"box","text":"e.g","page_number":45,"box":{"x":845,"y":421,"width":20,"height":9}},{"id":"a59d7fdc-a8db-4564-980b-dd56c17b1fbf","block_type":"box","text":".,","page_number":45,"box":{"x":866,"y":426,"width":6,"height":3}},{"id":"862c2e5d-424e-49ff-a401-53dccb8fc26b","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":45,"box":{"x":89,"y":433,"width":849,"height":13}},{"id":"5790c644-dd75-428d-b269-fe18707bc66b","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":45,"box":{"x":89,"y":448,"width":879,"height":13}},{"id":"e59335ae-dc73-43b4-aa54-5e8939e193ea","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":45,"box":{"x":89,"y":463,"width":860,"height":13}},{"id":"7dddf7fb-fac8-4e5d-a1db-ceca7658a41d","block_type":"box","text":"entities and utilities, governmental budget constraints may have a significant impact on companies in this sector. The energy","page_number":45,"box":{"x":89,"y":479,"width":873,"height":12}},{"id":"ab342b83-6a31-4de2-b52d-7295c5ab042e","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":45,"box":{"x":89,"y":494,"width":878,"height":12}},{"id":"13673822-e922-4074-8440-c9f291b9f789","block_type":"box","text":"their operations by governmental agencies. Such regulation can change rapidly or over time in both scope and intensity.","page_number":45,"box":{"x":88,"y":509,"width":839,"height":12}},{"id":"a543098f-85d6-4f1a-8445-022732f94f08","block_type":"box","text":"Stricter laws, regulations or enforcement policies could be enacted, which would likely increase compliance costs and may","page_number":45,"box":{"x":88,"y":524,"width":858,"height":12}},{"id":"f722e6a7-b559-447b-8153-b73cbade9595","block_type":"box","text":"materially adversely affect the financial performance of companies in the energy sector.","page_number":45,"box":{"x":89,"y":539,"width":611,"height":12}},{"id":"090ffe04-4657-4697-8814-80f936cf8945","block_type":"box","text":"The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on","page_number":45,"box":{"x":88,"y":565,"width":831,"height":13}},{"id":"0765d730-0281-4478-8255-527819f85014","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":45,"box":{"x":89,"y":581,"width":843,"height":12}},{"id":"09576dc7-1f40-4048-bc8e-f86393e7a615","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":45,"box":{"x":89,"y":596,"width":853,"height":12}},{"id":"59b3ba92-4bea-4388-9c09-44dc87f8dc5f","block_type":"box","text":"and other actors have enacted various sanctions and restrictions on business dealings with Russia, which include restrictions","page_number":45,"box":{"x":89,"y":611,"width":875,"height":12}},{"id":"b3dbd337-ddc7-42d7-adfc-0ce61fe70d20","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":45,"box":{"x":89,"y":626,"width":871,"height":12}},{"id":"d95eed80-891f-464a-ad34-4f03312396f5","block_type":"box","text":"of the Russian military action, additional sanctions and associated market disruptions on the energy sector, are impossible to","page_number":45,"box":{"x":89,"y":641,"width":873,"height":12}},{"id":"6932cada-9f48-4f70-9976-142b3e93f7f0","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":45,"box":{"x":89,"y":656,"width":864,"height":13}},{"id":"0f1a4280-0d44-468b-8751-7a74be8fa757","block_type":"box","text":"may have a severe adverse effect on the performance of a Fund.","page_number":45,"box":{"x":89,"y":671,"width":445,"height":13}},{"id":"a39d9ee7-b5d3-40ca-b8f9-c3b0c8dd5ad1","block_type":"box","text":"Risk of Investing in the Financials Sector.","page_number":45,"box":{"x":89,"y":698,"width":292,"height":12}},{"id":"02b69dde-874f-4c88-bfee-c9d7e9e788f3","block_type":"box","text":"Companies in the financials sector include small, regional and money center","page_number":45,"box":{"x":391,"y":698,"width":533,"height":12}},{"id":"7075c02f-c00d-4c73-bff5-ce3b1a5be8e4","block_type":"box","text":"banks, securities brokerage firms, asset management companies, savings banks and thrift institutions, specialty finance","page_number":45,"box":{"x":89,"y":713,"width":836,"height":12}},{"id":"daa5d99c-e991-4441-8823-f73f06b5ffc4","block_type":"box","text":"companies (","page_number":45,"box":{"x":89,"y":728,"width":85,"height":12}},{"id":"3b0d8da1-ad79-43ff-81ce-7b7d43d000da","block_type":"box","text":"e.g.","page_number":45,"box":{"x":175,"y":731,"width":23,"height":9}},{"id":"fd848670-cac0-4d9a-a60d-e7b527d1397d","block_type":"box","text":", credit card, mortgage providers), insurance and insurance brokerage firms, consumer finance firms,","page_number":45,"box":{"x":200,"y":728,"width":706,"height":12}},{"id":"bfee0b21-42dc-42e1-8822-2098d6269405","block_type":"box","text":"financial conglomerates and foreign banking and financial companies.","page_number":45,"box":{"x":88,"y":743,"width":491,"height":12}},{"id":"09d77378-f1f1-4b77-836c-45dacf1ade4b","block_type":"box","text":"Most financial companies are subject to extensive governmental regulation, which limits their activities and may affect their","page_number":45,"box":{"x":89,"y":770,"width":865,"height":12}},{"id":"6db980ba-e213-4f85-9801-2905ea6d4800","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":45,"box":{"x":89,"y":785,"width":869,"height":12}},{"id":"af39263a-8b51-4fa4-b311-61ee74f2b74b","block_type":"box","text":"adverse consequences for companies in the financials sector, including effects not intended by the regulation. Direct","page_number":45,"box":{"x":89,"y":800,"width":813,"height":12}},{"id":"db248602-91be-4f0b-b355-1fadada5f258","block_type":"box","text":"governmental intervention in the operations of financial companies and financial markets may materially and adversely affect","page_number":45,"box":{"x":89,"y":815,"width":877,"height":12}},{"id":"bfbd6a0d-8fe5-4204-8f8d-5d835488e976","block_type":"box","text":"the companies in which a Fund invests, including legislation in many countries that may increase government regulation,","page_number":45,"box":{"x":88,"y":830,"width":848,"height":12}},{"id":"17619614-e658-49eb-b875-85d41915119a","block_type":"box","text":"repatriation and other intervention. The impact of governmental intervention and legislative changes on any individual","page_number":45,"box":{"x":89,"y":845,"width":827,"height":12}},{"id":"a766d673-ffe9-4577-935a-b0777a32fed3","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":45,"box":{"x":88,"y":860,"width":871,"height":13}},{"id":"4bcdbe59-4b5d-41e2-bfc8-4e4dae9a5c7e","block_type":"box","text":"31","page_number":45,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"f3c79bf4-de2d-4b5c-ab06-69b3a1d70421","block_type":"box","text":"and continues to be subject to unprecedented volatility and may be influenced by unpredictable factors, including interest","page_number":46,"box":{"x":89,"y":44,"width":853,"height":12}},{"id":"4df281a3-bed2-4a32-9a2e-e8b2bb724750","block_type":"box","text":"rate risk and sovereign debt default. Certain financial businesses are subject to intense competitive pressures, including","page_number":46,"box":{"x":89,"y":59,"width":833,"height":12}},{"id":"8e1b3477-f457-4a1e-ae9d-3b7b48e7bc14","block_type":"box","text":"market share and price competition. Financial companies in foreign countries are subject to market-specific and general","page_number":46,"box":{"x":89,"y":74,"width":839,"height":12}},{"id":"6258a662-daf7-47fa-a2d7-5098d3374762","block_type":"box","text":"regulatory and interest rate concerns. In particular, government regulation in certain foreign countries may include taxes and","page_number":46,"box":{"x":89,"y":89,"width":872,"height":13}},{"id":"701a835a-e10d-42ff-9f5d-7bfad8c316d2","block_type":"box","text":"controls on interest rates, credit availability, minimum capital requirements, bans on short sales, limits on prices and","page_number":46,"box":{"x":89,"y":104,"width":810,"height":13}},{"id":"e9402b21-e818-4e22-a781-8e8b0a254a50","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":46,"box":{"x":89,"y":119,"width":870,"height":13}},{"id":"2f9a5ad1-3a40-4eec-b921-7ae9602ac40d","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":46,"box":{"x":88,"y":135,"width":847,"height":12}},{"id":"b17929d8-97f2-4752-bc1a-97c1e0b51bfc","block_type":"box","text":"businesses.","page_number":46,"box":{"x":89,"y":150,"width":78,"height":9}},{"id":"834ce733-6214-42ba-8910-07ffbbfa5094","block_type":"box","text":"The profitability of banks, savings and loan associations and other financial companies is largely dependent on the availability","page_number":46,"box":{"x":88,"y":176,"width":879,"height":13}},{"id":"ae5f7b91-f551-489d-ba2b-77bd998870de","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":46,"box":{"x":89,"y":191,"width":863,"height":13}},{"id":"b7c4da90-d76e-415b-9477-dda5ad997240","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":46,"box":{"x":88,"y":206,"width":831,"height":13}},{"id":"2e37e716-67e0-46ea-8b66-6af3709b39f4","block_type":"box","text":"financial companies may be adversely affected in certain market cycles, including, without limitation, during periods of rising","page_number":46,"box":{"x":88,"y":222,"width":873,"height":12}},{"id":"c1125ad8-7325-4b41-9fb8-83cfc2d59853","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":46,"box":{"x":89,"y":237,"width":855,"height":12}},{"id":"fc3801de-3cde-4fc4-b8e2-884cff1a39c9","block_type":"box","text":"conditions, which may cause, among other things, credit losses due to financial difficulties of borrowers.","page_number":46,"box":{"x":89,"y":252,"width":730,"height":12}},{"id":"b3d7449b-f633-49ba-9ec3-cd3dc82e8055","block_type":"box","text":"In addition, general economic conditions are important to the operations of these companies, and financial difficulties of","page_number":46,"box":{"x":89,"y":278,"width":845,"height":13}},{"id":"434820cd-18bd-4645-a73b-b70f186518a5","block_type":"box","text":"borrowers may have an adverse effect on the profitability of financial companies. Companies in the financials sector are","page_number":46,"box":{"x":89,"y":293,"width":835,"height":13}},{"id":"c17c57f7-143a-4f44-a72e-0c49d89e83d9","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":46,"box":{"x":89,"y":308,"width":831,"height":13}},{"id":"6125e568-a74f-462d-be17-8f904f60a4b1","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":46,"box":{"x":89,"y":324,"width":850,"height":12}},{"id":"a7eda787-54c8-4a00-b44d-2a6b5b8d99af","block_type":"box","text":"financial services companies. Financial services companies may have significant exposure to the same borrowers and","page_number":46,"box":{"x":88,"y":339,"width":821,"height":12}},{"id":"6d384bdb-d7d9-40ce-b4f4-25c32cf082fd","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":46,"box":{"x":89,"y":354,"width":875,"height":12}},{"id":"1559e6e5-7adf-4633-9035-77b9859049fa","block_type":"box","text":"other companies with exposure to the same borrower or counterparty. This interconnectedness of risk, including cross","page_number":46,"box":{"x":89,"y":369,"width":836,"height":12}},{"id":"855e23df-8a1a-47ba-838f-ca5009a997f9","block_type":"box","text":"default risk, may result in significant negative impacts to the financial condition and reputation of companies with direct","page_number":46,"box":{"x":89,"y":384,"width":841,"height":12}},{"id":"7dd21864-714f-46fe-b2b6-9b7caa216e62","block_type":"box","text":"exposure to the defaulting counterparty as well as adverse cascading effects in the markets and the financials sector","page_number":46,"box":{"x":89,"y":399,"width":814,"height":13}},{"id":"b20253d0-a10d-4743-8dbf-49111260c3a9","block_type":"box","text":"generally. Financial companies can be highly dependent upon access to capital markets, and any impediments to such","page_number":46,"box":{"x":89,"y":414,"width":827,"height":13}},{"id":"892931c8-c5aa-4db5-8f52-c3e386891c92","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":46,"box":{"x":89,"y":429,"width":870,"height":13}},{"id":"317f9386-5b6d-4bc4-ac4c-1afca386494c","block_type":"box","text":"financial condition or prospects, could adversely affect its business. Deterioration of credit markets can have an adverse","page_number":46,"box":{"x":88,"y":445,"width":837,"height":12}},{"id":"ff0f27d7-116a-469f-a267-72d0b5d4c6fe","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":46,"box":{"x":89,"y":460,"width":862,"height":12}},{"id":"171d442b-8950-4e42-8414-aedbc83d1e80","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":46,"box":{"x":89,"y":475,"width":853,"height":12}},{"id":"546dab28-4df4-4e63-af4e-ee5612d2f9e6","block_type":"box","text":"capital and even cease operations. Some financial companies may also be required to accept or borrow significant amounts","page_number":46,"box":{"x":89,"y":490,"width":865,"height":12}},{"id":"b9ef0172-5375-48fc-9f6e-7c46dd998cdb","block_type":"box","text":"of capital from government sources and may face future government-imposed restrictions on their businesses or increased","page_number":46,"box":{"x":89,"y":505,"width":863,"height":12}},{"id":"222b0b5e-a635-4a2a-ba6c-3580c8627e81","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":46,"box":{"x":89,"y":520,"width":872,"height":12}},{"id":"a951c96b-9825-4d72-9168-e74727cd1ec8","block_type":"box","text":"actions may cause the securities of many companies in the financials sector to decline in value.","page_number":46,"box":{"x":89,"y":535,"width":665,"height":13}},{"id":"aeef1527-a24d-4255-8dde-d187ce0c7d80","block_type":"box","text":"Risk of Investing in the Healthcare Sector.","page_number":46,"box":{"x":89,"y":562,"width":299,"height":12}},{"id":"1680672c-f07f-492b-bc58-1ee475af1e73","block_type":"box","text":"Companies in the healthcare sector are often issuers whose profitability may be","page_number":46,"box":{"x":397,"y":562,"width":557,"height":12}},{"id":"178cf021-c70c-403b-947a-96497146fdca","block_type":"box","text":"affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising or","page_number":46,"box":{"x":89,"y":577,"width":839,"height":12}},{"id":"07bedac4-db3b-4a7c-a585-325ceb3de024","block_type":"box","text":"falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited","page_number":46,"box":{"x":88,"y":592,"width":834,"height":12}},{"id":"ef3a8ceb-ae31-474e-8c84-f459b1eb3470","block_type":"box","text":"number of products, industry innovation, changes in technologies and other market developments. Many healthcare","page_number":46,"box":{"x":89,"y":607,"width":816,"height":12}},{"id":"1f8337d4-e31c-4f00-8c3f-7f3692132940","block_type":"box","text":"companies are heavily dependent on patent protection and the actual or perceived safety and efficiency of their products.","page_number":46,"box":{"x":89,"y":622,"width":849,"height":12}},{"id":"9dff2bae-d124-478e-9f61-4aab07638cd0","block_type":"box","text":"Patents have a limited duration, and, upon expiration, other companies may market substantially similar “generic” products","page_number":46,"box":{"x":89,"y":649,"width":863,"height":12}},{"id":"8a210fb3-6ad3-4771-b4cf-92b5947978b1","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":46,"box":{"x":88,"y":664,"width":854,"height":12}},{"id":"bd8e8478-9f51-43f8-9d8a-b1c182cd3474","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":46,"box":{"x":89,"y":679,"width":860,"height":12}},{"id":"e805b215-9504-4c95-8fe2-acb892b1f6ad","block_type":"box","text":"result, the expiration of patents may adversely affect the profitability of these companies.","page_number":46,"box":{"x":89,"y":694,"width":621,"height":12}},{"id":"ff18232d-b69f-4999-b689-db82e4f82b26","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":46,"box":{"x":89,"y":720,"width":862,"height":13}},{"id":"b4a99653-d4c7-4e2e-804b-63dedcadd967","block_type":"box","text":"of many individuals, these companies are especially susceptible to extensive litigation based on product liability and similar","page_number":46,"box":{"x":89,"y":736,"width":860,"height":12}},{"id":"e77c30d7-ef70-4b4b-9f49-25857c4af4bd","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":46,"box":{"x":89,"y":751,"width":842,"height":12}},{"id":"a22741a5-d1d6-40ab-978d-c11eca8e8b17","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":46,"box":{"x":89,"y":766,"width":868,"height":12}},{"id":"77c9cf82-671d-4cbe-afd2-860dac07a80a","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":46,"box":{"x":89,"y":781,"width":867,"height":12}},{"id":"2d58a47f-7426-4872-a7f8-739ca876fc32","block_type":"box","text":"and loss of competitive advantage to the extent that rival companies have developed competing products or procedures,","page_number":46,"box":{"x":89,"y":796,"width":845,"height":12}},{"id":"8f13063b-86ba-4947-8b7e-5ccff2d7aa26","block_type":"box","text":"adversely affecting the company’s revenues and profitability. In other words, delays in the regulatory approval process may","page_number":46,"box":{"x":89,"y":811,"width":857,"height":12}},{"id":"68ecc8b7-7800-4d35-83f7-324d116a4217","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":46,"box":{"x":89,"y":826,"width":870,"height":13}},{"id":"1b44ef5d-77db-43b7-97cb-ed684a8fef7f","block_type":"box","text":"a material adverse effect on a company’s business. Healthcare companies may also be strongly affected by scientific","page_number":46,"box":{"x":89,"y":841,"width":811,"height":13}},{"id":"b983930c-ef32-4334-af80-1106fa0a348d","block_type":"box","text":"biotechnology or technological developments, and their products may quickly become obsolete. Also, many healthcare","page_number":46,"box":{"x":89,"y":856,"width":834,"height":13}},{"id":"7e4bffde-bab4-4592-a08b-8b6f1d988523","block_type":"box","text":"32","page_number":46,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"1ed6b951-e72f-4f28-ba75-16629f568996","block_type":"box","text":"companies offer products and services that are subject to governmental regulation and may be adversely affected by changes","page_number":47,"box":{"x":89,"y":44,"width":878,"height":12}},{"id":"08702853-d6cb-4200-ad32-f3f8f3c0143b","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":47,"box":{"x":89,"y":59,"width":861,"height":12}},{"id":"caa9102d-ed6b-41af-83ca-adb981fce12f","block_type":"box","text":"control, national health insurance, incentives for compensation in the provision of healthcare services, tax incentives and","page_number":47,"box":{"x":89,"y":74,"width":844,"height":12}},{"id":"86ca8e33-d380-42d9-b063-3491061345bb","block_type":"box","text":"penalties related to healthcare insurance premiums, and promotion of prepaid healthcare plans. In addition, a number of","page_number":47,"box":{"x":89,"y":89,"width":845,"height":13}},{"id":"484807ef-6838-45e5-95f6-81afbf6ef64d","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":47,"box":{"x":89,"y":104,"width":841,"height":13}},{"id":"ef6d7310-1d27-46ba-9918-671ff633314a","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":47,"box":{"x":89,"y":119,"width":793,"height":13}},{"id":"da22e015-cf82-4f8f-bd0b-4b3b0dc9d2dc","block_type":"box","text":"Additionally, the expansion of facilities by healthcare-related providers may be subject to “determinations of need” by certain","page_number":47,"box":{"x":88,"y":146,"width":872,"height":12}},{"id":"351dd283-fd99-4269-afee-54af339d6a7b","block_type":"box","text":"government authorities. This process not only generally increases the time and costs involved in these expansions, but also","page_number":47,"box":{"x":89,"y":161,"width":861,"height":12}},{"id":"e0b94885-576c-4920-91ec-f69957f65b6e","block_type":"box","text":"makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare-related facilities","page_number":47,"box":{"x":89,"y":176,"width":828,"height":13}},{"id":"783d1cd8-959b-413c-99d1-df830c98c773","block_type":"box","text":"operators and negatively affecting the prices of their securities. Moreover, in recent years, both local and national","page_number":47,"box":{"x":89,"y":191,"width":788,"height":13}},{"id":"586d5085-1482-4700-9412-46469e1a1e33","block_type":"box","text":"governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both","page_number":47,"box":{"x":89,"y":206,"width":821,"height":13}},{"id":"8397a4f7-26a7-4f86-be65-f250bcba0199","block_type":"box","text":"adversely affect regulatory processes and public funding available for healthcare products, services and facilities.","page_number":47,"box":{"x":89,"y":222,"width":786,"height":12}},{"id":"818eae88-c70b-45fa-91c3-61e05d96c692","block_type":"box","text":"Risk of Investing in the Industrials Sector.","page_number":47,"box":{"x":89,"y":248,"width":297,"height":12}},{"id":"4dfbd332-da5e-46b0-b1bb-cbc80c1a33da","block_type":"box","text":"The value of securities issued by companies in the industrials sector may be","page_number":47,"box":{"x":395,"y":248,"width":530,"height":12}},{"id":"9309cf3f-69c2-4825-9c33-5e9f3915b5f4","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":47,"box":{"x":89,"y":263,"width":869,"height":12}},{"id":"76e208f2-83fd-444c-a38f-5f34604736ef","block_type":"box","text":"general. The products of manufacturing companies may face obsolescence due to rapid technological developments and","page_number":47,"box":{"x":89,"y":278,"width":848,"height":13}},{"id":"639abb67-2d13-4a76-8e46-13806256a77b","block_type":"box","text":"frequent new product introduction. Government regulations, trade disputes, world events and economic conditions may","page_number":47,"box":{"x":88,"y":293,"width":844,"height":13}},{"id":"61bbe4b5-e585-4277-bc98-d4ef62e64aac","block_type":"box","text":"affect the performance of companies in the industrials sector. The industrials sector may also be adversely affected by","page_number":47,"box":{"x":89,"y":308,"width":824,"height":13}},{"id":"27967a68-232a-4173-9076-3973d8246554","block_type":"box","text":"changes or trends in commodity prices, which may be influenced by unpredictable factors. For example, commodity price","page_number":47,"box":{"x":89,"y":324,"width":852,"height":12}},{"id":"51f5c8ba-06b5-47b8-9aa1-534a74252dfc","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":47,"box":{"x":89,"y":339,"width":858,"height":12}},{"id":"71f6d399-d53b-43e0-9202-dcbd0790857b","block_type":"box","text":"affect the sector. Furthermore, companies in the industrials sector may be subject to liability for environmental damage,","page_number":47,"box":{"x":89,"y":354,"width":837,"height":12}},{"id":"7c575d01-18b8-4140-ae37-d4627ebedd99","block_type":"box","text":"product liability claims, depletion of resources, and mandated expenditures for safety and pollution control.","page_number":47,"box":{"x":89,"y":369,"width":751,"height":12}},{"id":"2d200aa8-2252-42bc-a84f-ec0b0788e206","block_type":"box","text":"Risk of Investing in the Materials Sector.","page_number":47,"box":{"x":89,"y":395,"width":288,"height":13}},{"id":"0d1d5281-fcd0-4f1c-939e-0cb7161a9d9e","block_type":"box","text":"Companies in the materials sector may be adversely affected by commodity price","page_number":47,"box":{"x":386,"y":395,"width":568,"height":13}},{"id":"137a0abc-d8da-4a51-a5bd-8ae5782dace0","block_type":"box","text":"volatility, exchange rate fluctuations, social and political unrest, war, import or export controls, increased competition,","page_number":47,"box":{"x":88,"y":410,"width":824,"height":13}},{"id":"9750062b-b5fd-49b5-8c8c-1a485bfc1d9d","block_type":"box","text":"depletion of resources, technical progress, labor relations and government regulations, and mandated expenditures for safety","page_number":47,"box":{"x":89,"y":426,"width":878,"height":12}},{"id":"ee1da75d-47af-4af1-99ae-90f4bd397b6f","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":47,"box":{"x":89,"y":441,"width":837,"height":12}},{"id":"cdf895a8-f82c-41a4-b945-205a33757dfd","block_type":"box","text":"Companies in the materials sector are also at risk of liability for environmental damage and product liability claims.","page_number":47,"box":{"x":89,"y":456,"width":801,"height":12}},{"id":"a834dc05-9de9-4629-94ac-9dde2e53e7a5","block_type":"box","text":"Production of materials may exceed demand as a result of market imbalances or economic downturns, leading to poor","page_number":47,"box":{"x":89,"y":471,"width":832,"height":12}},{"id":"4c18a0d0-26d4-4ac5-871d-ac04e54e286e","block_type":"box","text":"investment returns. These risks are heightened for companies in the materials sector located in foreign markets.","page_number":47,"box":{"x":89,"y":486,"width":783,"height":12}},{"id":"c0e2aa3a-aee5-4367-bff9-d5e84f927a5a","block_type":"box","text":"Risk of Investing in the Real Estate Industry.","page_number":47,"box":{"x":89,"y":513,"width":313,"height":12}},{"id":"df972a47-0f51-4176-b15b-2742d2be59dd","block_type":"box","text":"Companies in the real estate industry include companies that invest in real","page_number":47,"box":{"x":411,"y":513,"width":520,"height":12}},{"id":"0621fb05-92d2-462e-9356-08273bfc7524","block_type":"box","text":"estate, such as real estate investment trusts (“REITs”), real estate holding and operating companies or real estate","page_number":47,"box":{"x":89,"y":528,"width":789,"height":12}},{"id":"508608ca-5aa5-4f81-b720-0c0a7f229fcb","block_type":"box","text":"development companies (collectively, “Real Estate Companies”). Investing in Real Estate Companies exposes investors to the","page_number":47,"box":{"x":89,"y":543,"width":870,"height":12}},{"id":"287d8558-ed65-4caf-897c-f17206ac5364","block_type":"box","text":"risks of owning real estate directly, as well as to risks that relate specifically to the way in which Real Estate Companies are","page_number":47,"box":{"x":89,"y":558,"width":853,"height":12}},{"id":"54228edd-03b1-4f30-ac77-2d95e49e9f33","block_type":"box","text":"organized and operated. The real estate industry is highly sensitive to general and local economic conditions and","page_number":47,"box":{"x":89,"y":573,"width":788,"height":12}},{"id":"bc516734-f38c-4dcf-8a35-c17ae1897a39","block_type":"box","text":"developments, and characterized by intense competition and periodic overbuilding. Investing in Real Estate Companies","page_number":47,"box":{"x":89,"y":588,"width":830,"height":12}},{"id":"2bf6b0f5-797f-4a4e-ab7a-d755f83327eb","block_type":"box","text":"involves various risks. Some risks that are specific to Real Estate Companies are discussed in greater detail below.","page_number":47,"box":{"x":89,"y":603,"width":789,"height":13}},{"id":"4313e98a-9faf-4e94-9b5e-06a3da02525a","block_type":"box","text":"Concentration Risk.","page_number":47,"box":{"x":89,"y":630,"width":134,"height":9}},{"id":"c6ff227c-5b51-4e42-b7da-d0e456e481f2","block_type":"box","text":"Real Estate Companies may own a limited number of properties and concentrate their investments in a","page_number":47,"box":{"x":230,"y":630,"width":718,"height":12}},{"id":"4092f1e4-b6a9-433f-849e-8f0e5f94805c","block_type":"box","text":"particular geographic region or property type. Economic downturns affecting a particular region, industry or property type","page_number":47,"box":{"x":89,"y":645,"width":854,"height":12}},{"id":"723ff429-6c79-47bf-bbbb-78b281a0f430","block_type":"box","text":"may lead to a high volume of defaults within a short period.","page_number":47,"box":{"x":89,"y":660,"width":416,"height":12}},{"id":"5fa9dae5-8d38-4cf5-9916-76e6c4c29afe","block_type":"box","text":"Distressed Investment Risk.","page_number":47,"box":{"x":88,"y":686,"width":189,"height":10}},{"id":"74b0380e-0bb0-4a6a-a0ab-b1ef50cb3ccb","block_type":"box","text":"Real Estate Companies may invest in distressed, defaulted or out-of-favor bank loans.","page_number":47,"box":{"x":284,"y":686,"width":595,"height":13}},{"id":"8a2a7cb7-d033-4af2-be88-930d4d7ebfd1","block_type":"box","text":"Identification and implementation by a Real Estate Company of loan modification and restructure programs involves a high","page_number":47,"box":{"x":89,"y":702,"width":859,"height":12}},{"id":"9112cc79-8b94-40d5-947f-7c6055a4a177","block_type":"box","text":"degree of uncertainty. Even successful implementation may still require adverse compromises and may not prevent","page_number":47,"box":{"x":89,"y":717,"width":806,"height":12}},{"id":"942ba346-5ba6-495d-9c5d-3f4f0eefc781","block_type":"box","text":"bankruptcy. Real Estate Companies may also invest in other debt instruments that may become non-performing, including","page_number":47,"box":{"x":89,"y":732,"width":856,"height":12}},{"id":"369dfa37-3aeb-4f5d-b850-2153e9bfcf4b","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":47,"box":{"x":88,"y":747,"width":879,"height":12}},{"id":"38684e88-8283-4a32-8043-55dd63a2088e","block_type":"box","text":"may be less liquid and more volatile than the securities of companies not in distress.","page_number":47,"box":{"x":89,"y":762,"width":587,"height":12}},{"id":"42f37dc5-c117-4eb5-8958-bd85602e7445","block_type":"box","text":"Illiquidity Risk.","page_number":47,"box":{"x":88,"y":788,"width":98,"height":13}},{"id":"2460d431-1cf7-4fd1-9820-3cf106169f28","block_type":"box","text":"Investing in Real Estate Companies may involve risks similar to those associated with investing in small","page_number":47,"box":{"x":193,"y":788,"width":722,"height":13}},{"id":"302d1004-a53e-4d55-9b65-e555586fe6cc","block_type":"box","text":"capitalization companies. Real Estate Company securities, like the securities of small-capitalization companies, may be more","page_number":47,"box":{"x":89,"y":804,"width":867,"height":12}},{"id":"c85e418e-46d2-4e34-a394-e40559a2d8ae","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":47,"box":{"x":88,"y":819,"width":870,"height":12}},{"id":"f10816bc-1a10-48b8-a85e-311adbf55b50","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":47,"box":{"x":89,"y":834,"width":865,"height":12}},{"id":"8b9de5b4-7d5f-4c61-8cc6-7bfc91a2c8f1","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":47,"box":{"x":89,"y":849,"width":819,"height":12}},{"id":"16a8cc2e-f1ec-4738-ab5f-ec068192f4e4","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":47,"box":{"x":89,"y":864,"width":857,"height":12}},{"id":"084c8125-e668-4b87-8e7d-62d5a7e8fe05","block_type":"box","text":"33","page_number":47,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"43626768-fa42-4313-9ba6-651e763454d4","block_type":"box","text":"Interest Rate Risk.","page_number":48,"box":{"x":88,"y":44,"width":124,"height":10}},{"id":"0e19c22a-bc92-430b-8c3a-7907c9c0dac7","block_type":"box","text":"Rising interest rates could result in higher costs of capital for Real Estate Companies, which could","page_number":48,"box":{"x":218,"y":44,"width":680,"height":12}},{"id":"53366d58-149a-4ae5-82c4-49ad29adfa16","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":48,"box":{"x":89,"y":59,"width":843,"height":12}},{"id":"0f59e5c7-bed5-414b-a2f7-25d732efc844","block_type":"box","text":"increased prepayment on loans and require redeployment of capital in less desirable investments.","page_number":48,"box":{"x":89,"y":74,"width":679,"height":12}},{"id":"2131b6b7-1234-4a85-b516-1b9d421d2328","block_type":"box","text":"Leverage Risk.","page_number":48,"box":{"x":88,"y":101,"width":98,"height":12}},{"id":"30eff1c4-77c0-4618-9a20-c823108aa913","block_type":"box","text":"Real Estate Companies may use leverage (and some may be highly leveraged), which increases investment risk","page_number":48,"box":{"x":192,"y":101,"width":774,"height":12}},{"id":"633b91a9-c103-4812-86a5-006e9c5d8656","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":48,"box":{"x":89,"y":116,"width":875,"height":12}},{"id":"171b9c8c-ad6c-4f5d-9b82-b2e577ac8c58","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":48,"box":{"x":89,"y":131,"width":875,"height":12}},{"id":"79204add-b598-46c5-9bc6-2b449e1709f7","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":48,"box":{"x":89,"y":146,"width":872,"height":12}},{"id":"0efcbcd3-3aa1-46a4-a493-a7fd6ad4ce42","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":48,"box":{"x":89,"y":161,"width":857,"height":12}},{"id":"d35b754c-1f20-462a-8f21-23502c9ae2b7","block_type":"box","text":"income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements,","page_number":48,"box":{"x":89,"y":176,"width":877,"height":13}},{"id":"6e9d6b78-e7d3-4f1f-873d-6a9ae3346b89","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":48,"box":{"x":88,"y":191,"width":851,"height":13}},{"id":"19cb7aae-e2c4-46a9-8086-6d4aefcd6a6e","block_type":"box","text":"payments of any interest and principal on its debt securities will be adversely affected.","page_number":48,"box":{"x":89,"y":206,"width":599,"height":13}},{"id":"736431a3-22d3-4b8a-ac9b-a97781cf02fe","block_type":"box","text":"Loan Foreclosure Risk.","page_number":48,"box":{"x":88,"y":233,"width":154,"height":10}},{"id":"9e92578e-a099-4bf6-8d46-69096d86601f","block_type":"box","text":"Real Estate Companies may foreclose on loans that the Real Estate Company originated and/or","page_number":48,"box":{"x":249,"y":233,"width":664,"height":12}},{"id":"6aa95d44-4b2d-4d88-92a7-49dbd38c1f3c","block_type":"box","text":"acquired. Foreclosure may generate negative publicity for the underlying property that affects its market value. In addition to","page_number":48,"box":{"x":89,"y":248,"width":870,"height":12}},{"id":"a4282819-3227-469f-925c-0080cdac45d8","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":48,"box":{"x":88,"y":263,"width":819,"height":12}},{"id":"abf76400-1f62-4346-83be-8d9e99a98274","block_type":"box","text":"foreclosure proceedings. Claims and defenses asserted by borrowers or other lenders may interfere with the enforcement of","page_number":48,"box":{"x":88,"y":278,"width":868,"height":13}},{"id":"1f51619f-eea3-4819-b2b5-fb91aa498c8b","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":48,"box":{"x":89,"y":293,"width":872,"height":13}},{"id":"c6d0d1b5-06c1-49c6-ae3f-ef42cf6401f2","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":48,"box":{"x":89,"y":308,"width":796,"height":13}},{"id":"8c63c93d-36ad-49ea-9db5-ef8e330f1207","block_type":"box","text":"Management Risk.","page_number":48,"box":{"x":88,"y":335,"width":130,"height":12}},{"id":"44b3317a-76ef-4aec-bbb9-0d2a46decbb8","block_type":"box","text":"Real Estate Companies are dependent upon management skills and may have limited financial resources.","page_number":48,"box":{"x":225,"y":335,"width":733,"height":12}},{"id":"0bb5eaba-f99f-4aa7-a092-8eb5a706aabe","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":48,"box":{"x":89,"y":350,"width":872,"height":12}},{"id":"6de2cf34-aeeb-48a9-8b65-451375110281","block_type":"box","text":"and voluntary liquidation. In addition, transactions between Real Estate Companies and their affiliates may be subject to","page_number":48,"box":{"x":89,"y":365,"width":838,"height":12}},{"id":"9f0e8e4b-57f0-4b21-a063-ed82c407da5c","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":48,"box":{"x":89,"y":380,"width":875,"height":13}},{"id":"1c9b0003-001b-4ad7-ba07-f97b26303e6d","block_type":"box","text":"joint venture investments in certain of its properties, and, consequently, its ability to control decisions relating to such","page_number":48,"box":{"x":88,"y":395,"width":822,"height":13}},{"id":"2e4af107-d079-44c6-9394-474ee0ce49e7","block_type":"box","text":"properties may be limited.","page_number":48,"box":{"x":89,"y":410,"width":181,"height":13}},{"id":"145ae919-9f5a-439d-86be-53faac5c7900","block_type":"box","text":"Property Risk.","page_number":48,"box":{"x":88,"y":437,"width":94,"height":12}},{"id":"e4f7faed-e39a-4391-9d40-6a30e10a074f","block_type":"box","text":"Real Estate Companies may be subject to risks relating to functional obsolescence or reduced desirability of","page_number":48,"box":{"x":189,"y":437,"width":752,"height":12}},{"id":"93498128-d648-4452-b0bf-20acedb10140","block_type":"box","text":"properties; extended vacancies due to economic conditions and tenant bankruptcies; catastrophic events such as","page_number":48,"box":{"x":89,"y":452,"width":794,"height":12}},{"id":"f4a439da-f750-4bd3-a014-de2d341e7ce1","block_type":"box","text":"earthquakes, hurricanes and terrorist acts; and casualty or condemnation losses. Real estate income and values also may be","page_number":48,"box":{"x":89,"y":467,"width":867,"height":13}},{"id":"8fba47b4-796a-4d51-acc8-cfd8ae40a150","block_type":"box","text":"greatly affected by demographic trends, such as population shifts or changes in consumer preferences and values, or","page_number":48,"box":{"x":89,"y":482,"width":819,"height":13}},{"id":"f8542b49-c42c-4067-988b-58c7baf725f9","block_type":"box","text":"increasing vacancies or declining rents resulting from legal, cultural, technological, global or local economic developments.","page_number":48,"box":{"x":89,"y":497,"width":860,"height":13}},{"id":"17266947-aa53-4e33-9f31-b74732010cc0","block_type":"box","text":"Regulatory Risk.","page_number":48,"box":{"x":88,"y":524,"width":110,"height":12}},{"id":"6af5c500-c00d-49bf-99b8-a5ae4398e58d","block_type":"box","text":"Real estate income and values may be adversely affected by such factors as applicable domestic and foreign","page_number":48,"box":{"x":205,"y":524,"width":754,"height":12}},{"id":"6bd9402a-79a6-4d29-9dd1-88cfe85e2633","block_type":"box","text":"laws (including tax laws). Government actions, such as tax increases, zoning law changes, mandated closures or other","page_number":48,"box":{"x":89,"y":539,"width":828,"height":12}},{"id":"aa37d374-122f-43fd-8b3e-da8ce61072b1","block_type":"box","text":"commercial restrictions or environmental regulations, also may have a major impact on real estate income and values. In","page_number":48,"box":{"x":89,"y":554,"width":843,"height":12}},{"id":"b4f7aab5-753f-4c40-82c2-4792ae970a48","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":48,"box":{"x":89,"y":569,"width":854,"height":13}},{"id":"4d4bd703-a392-4b9b-9707-e2b86b73bc42","block_type":"box","text":"Real Estate Companies to liquidate or restructure otherwise attractive investments. Some countries may not recognize REITs","page_number":48,"box":{"x":89,"y":584,"width":867,"height":13}},{"id":"55ac97fd-f6f4-4219-b104-6e35960c3c5a","block_type":"box","text":"or comparable structures as a viable form of real estate funds.","page_number":48,"box":{"x":89,"y":599,"width":432,"height":13}},{"id":"262f685b-ba0e-431e-927f-c3e3b5aaace4","block_type":"box","text":"Underlying Investment Risk.","page_number":48,"box":{"x":89,"y":626,"width":192,"height":12}},{"id":"9732b8ab-2b7a-463c-b0c6-c790b09175bb","block_type":"box","text":"Real Estate Companies make investments in a variety of debt and equity instruments with","page_number":48,"box":{"x":287,"y":626,"width":626,"height":12}},{"id":"5c8eab7e-3ac6-4fd0-a35c-289a8b34c3ac","block_type":"box","text":"varying risk profiles. For instance, Real Estate Companies may invest in debt instruments secured by commercial property","page_number":48,"box":{"x":88,"y":641,"width":849,"height":12}},{"id":"6d97cde7-4ed3-447e-91a8-caf671511ac3","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":48,"box":{"x":88,"y":656,"width":877,"height":13}},{"id":"f7da4f1d-da2b-48ba-aa89-431de2dbb173","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":48,"box":{"x":88,"y":671,"width":877,"height":13}},{"id":"f60d38f1-ed5e-460c-becf-56181097eb9f","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":48,"box":{"x":89,"y":686,"width":871,"height":13}},{"id":"6adeed1f-fd78-4ecf-afbe-d568c9e33c2e","block_type":"box","text":"that involve privately negotiated structures. Subordinated debt investments, such as B-Notes and mezzanine loans, involve a","page_number":48,"box":{"x":88,"y":702,"width":868,"height":12}},{"id":"13b67a4f-8940-4b08-803c-998d68f09e1e","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":48,"box":{"x":89,"y":717,"width":867,"height":12}},{"id":"cf6c4b96-2c40-41c5-af4a-f29669242a87","block_type":"box","text":"involve a greater risk of loss than conventional debt financing due to their non-collateralized nature and subordinated","page_number":48,"box":{"x":89,"y":732,"width":821,"height":12}},{"id":"0dc41dc9-9e9c-4f48-8db2-3bd32621b101","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":48,"box":{"x":89,"y":747,"width":862,"height":12}},{"id":"3ad2b6be-59e3-4a84-9e6a-46e054f43889","block_type":"box","text":"similar proceedings. Investments in senior loans may be effectively subordinated if the senior loan is pledged as collateral.","page_number":48,"box":{"x":89,"y":762,"width":849,"height":12}},{"id":"b1b82cbc-c9c0-47d5-a074-bdc73d1c0243","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":48,"box":{"x":88,"y":777,"width":859,"height":12}},{"id":"a8a04b2a-94c4-4217-af3a-e300c52ae8e8","block_type":"box","text":"contractual arrangement, which vary considerably from transaction to transaction.","page_number":48,"box":{"x":89,"y":792,"width":578,"height":13}},{"id":"3d431140-cb89-4616-9082-2aa392a668a4","block_type":"box","text":"Risk of Investing in Technology Companies.","page_number":48,"box":{"x":89,"y":819,"width":313,"height":12}},{"id":"16fc7cf6-dd85-4ab9-81ae-b30b2efda21c","block_type":"box","text":"Technology companies and companies that rely heavily on technological","page_number":48,"box":{"x":411,"y":819,"width":509,"height":12}},{"id":"a8a25447-ec8c-4338-b0ab-4147c0801800","block_type":"box","text":"advances may have limited product lines, markets, financial resources and personnel. These companies may face rapid","page_number":48,"box":{"x":89,"y":834,"width":830,"height":12}},{"id":"603880cc-3ccc-4a95-9556-5b6a5cc1bb19","block_type":"box","text":"product obsolescence as well as unexpected risks and costs related to new product introduction and technological","page_number":48,"box":{"x":89,"y":849,"width":803,"height":12}},{"id":"ab5d4f6f-d6c9-4071-87fa-98ec45fe8ffa","block_type":"box","text":"developments, such as artificial intelligence and machine learning. Technology companies may be adversely affected by","page_number":48,"box":{"x":89,"y":864,"width":837,"height":12}},{"id":"8914e421-e00d-4d73-8123-49806864ff1d","block_type":"box","text":"34","page_number":48,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"6f7cb172-7e03-4979-9515-40e570ded3c3","block_type":"box","text":"disruptions to supply chains and distribution networks as well as issues at third-party partners. 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Only information that is clearly identified as","page_number":49,"box":{"x":89,"y":649,"width":810,"height":12}},{"id":"4ead8fa1-cf52-4dbc-af24-6e988ae9e710","block_type":"box","text":"applicable to a Fund is considered to form a part of that Fund’s SAI.","page_number":49,"box":{"x":89,"y":664,"width":471,"height":12}},{"id":"e1a4da2f-9ab8-49ed-8589-57fc793bea4f","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":49,"box":{"x":88,"y":690,"width":844,"height":13}},{"id":"a013ad5f-1504-4c92-9247-77b51c168281","block_type":"box","text":"Stewardship - Global Engagement and Voting Guidelines (the “BAIS Guidelines”). 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The index provider designed and constituted such","page_number":51,"box":{"x":89,"y":476,"width":878,"height":12}},{"id":"9c227a0e-2b0c-4e36-81fb-181bda8ec9f0","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":51,"box":{"x":89,"y":491,"width":871,"height":12}},{"id":"c16f0be7-fb5f-411e-8678-c7dc4c7e46d6","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":51,"box":{"x":89,"y":506,"width":868,"height":13}},{"id":"94f2b789-98e8-4239-a94f-3e32a6513ba7","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":51,"box":{"x":89,"y":521,"width":857,"height":13}},{"id":"64fae0af-d8de-495e-b24b-fe7fac76f2df","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":51,"box":{"x":89,"y":536,"width":863,"height":13}},{"id":"1c912b6e-b1d1-41eb-805b-c47bc5d58524","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":51,"box":{"x":89,"y":552,"width":828,"height":12}},{"id":"d1d1d194-76e4-4ee2-8113-6754c6b5d0b5","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":51,"box":{"x":89,"y":567,"width":583,"height":12}},{"id":"bebb42a4-fe5f-4c8b-8161-552b3bdc9ec5","block_type":"box","text":"The MSCI Indexes","page_number":51,"box":{"x":88,"y":594,"width":227,"height":18}},{"id":"35c9a721-fb78-4e1d-97c5-7f29b0e50e05","block_type":"box","text":"The MSCI indexes were founded in 1969 by Capital International S.A. as international performance benchmarks constructed","page_number":51,"box":{"x":88,"y":628,"width":869,"height":13}},{"id":"bd3a3f66-2bb0-436b-98d7-11b8a1ffb249","block_type":"box","text":"to facilitate comparison of world markets. The MSCI single country standard equity indexes have covered the world’s","page_number":51,"box":{"x":88,"y":644,"width":819,"height":12}},{"id":"5e4ee18e-99ac-4f61-80df-df98220453c8","block_type":"box","text":"developed markets since 1969 and in 1987 MSCI commenced coverage of emerging markets.","page_number":51,"box":{"x":89,"y":659,"width":654,"height":12}},{"id":"fc91ae50-63c2-4511-b085-c6228fabcb54","block_type":"box","text":"Local stock exchanges traditionally calculated their own indexes, which were generally not comparable with one another due","page_number":51,"box":{"x":89,"y":685,"width":875,"height":12}},{"id":"568d8524-f569-49aa-b555-329867728f83","block_type":"box","text":"to differences in the representation of the local market, mathematical formulas, base dates and methods of adjusting for","page_number":51,"box":{"x":88,"y":700,"width":843,"height":13}},{"id":"bf2d7117-4b31-4526-a803-7e7a35760735","block_type":"box","text":"capital changes. MSCI, however, applies the same calculation methodology to all markets for all single country standard","page_number":51,"box":{"x":89,"y":715,"width":838,"height":13}},{"id":"5ee96def-d5c4-49c5-8aec-d2be8a91da6c","block_type":"box","text":"equity indexes, both developed and emerging.","page_number":51,"box":{"x":89,"y":730,"width":322,"height":13}},{"id":"344d9c1c-517b-42cf-b51b-5dc8289f5b36","block_type":"box","text":"MSCI Global Investable Market Indexes","page_number":51,"box":{"x":89,"y":757,"width":281,"height":10}},{"id":"da29aad8-c522-4315-92c6-2ad913b6553c","block_type":"box","text":"MSCI’s Global Investable Market Indexes (the “MSCI GIMI”) provide coverage and non-overlapping market segmentation by","page_number":51,"box":{"x":89,"y":783,"width":867,"height":13}},{"id":"c25aac3d-ec12-4706-9910-a202d89abebc","block_type":"box","text":"market capitalization size and by style. The MSCI GIMI intend to target approximately 99% coverage of the free float-adjusted","page_number":51,"box":{"x":89,"y":799,"width":877,"height":12}},{"id":"c91604f4-d504-4fe8-bcb4-672371989f13","block_type":"box","text":"market capitalization in each market of large-, mid- and small-cap securities. In each market, MSCI creates an Investable","page_number":51,"box":{"x":89,"y":814,"width":842,"height":12}},{"id":"181613ba-ba2b-437c-a2ef-791b730f6e6e","block_type":"box","text":"Market Index, Standard Index, Large Cap Index, Mid Cap Index and Small Cap Index. The Standard Index, Large Cap Index,","page_number":51,"box":{"x":89,"y":829,"width":854,"height":12}},{"id":"30ddb15d-94f4-46e6-b1e0-c4be65bffec0","block_type":"box","text":"Mid Cap Index and Small Cap Index are each subsets of the Investable Market Index for a market. The MSCI Global Standard","page_number":51,"box":{"x":89,"y":844,"width":868,"height":12}},{"id":"5c244241-218c-4b4a-9b6b-7bc591527657","block_type":"box","text":"37","page_number":51,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"f7f7f896-aa17-49fb-880f-cce154a20bf4","block_type":"box","text":"Index is the aggregation of the Large Cap Index and Mid Cap Index and the MSCI GIMI is the aggregation of the MSCI Global","page_number":52,"box":{"x":89,"y":44,"width":871,"height":12}},{"id":"1fcf3c25-9fe4-438c-887f-ac5bf412f719","block_type":"box","text":"Standard Index and MSCI Global Small Cap Index.","page_number":52,"box":{"x":88,"y":59,"width":348,"height":12}},{"id":"c67ee45c-17d0-4e02-95be-8e124e8bc27d","block_type":"box","text":"Selection Criteria.","page_number":52,"box":{"x":88,"y":85,"width":127,"height":10}},{"id":"5c1a026d-058b-4abe-8d99-d7352a8ceea7","block_type":"box","text":"MSCI’s index construction process involves: (i) defining the equity universe; (ii) determining the market","page_number":52,"box":{"x":221,"y":85,"width":723,"height":13}},{"id":"d4d9ac61-d251-421b-85c4-1284eb71ef54","block_type":"box","text":"investable equity universe for each market; (iii) determining market capitalization size segments for each market; (iv)","page_number":52,"box":{"x":89,"y":101,"width":814,"height":12}},{"id":"687ca067-0ccd-4252-a383-6fc5ddb555f2","block_type":"box","text":"applying final size segment investability requirements; and (v) applying index continuity rules for the MSCI Global Standard","page_number":52,"box":{"x":89,"y":116,"width":860,"height":12}},{"id":"071203fb-c13a-4f5e-9921-cdf117c28d41","block_type":"box","text":"Index.","page_number":52,"box":{"x":89,"y":131,"width":41,"height":10}},{"id":"ec999370-12af-4b97-aee8-c13aba229f4b","block_type":"box","text":"Defining the Equity Universe","page_number":52,"box":{"x":89,"y":157,"width":204,"height":13}},{"id":"867d7fe1-5f37-4a1b-b2dc-164e2257082b","block_type":"box","text":". MSCI begins with securities listed in countries in the MSCI GIMI. As of August 2025, 23 are","page_number":52,"box":{"x":294,"y":157,"width":643,"height":13}},{"id":"3df7c295-c516-416d-a3f5-27c6225b9b71","block_type":"box","text":"classified as developed markets, 24 as emerging markets, and 28 as frontier markets. All listed equity securities and listed","page_number":52,"box":{"x":89,"y":172,"width":847,"height":13}},{"id":"89cc01ab-7f10-4c1c-9817-4018afa94153","block_type":"box","text":"securities that exhibit characteristics of equity securities, except mutual funds, exchange traded funds, equity derivatives,","page_number":52,"box":{"x":89,"y":188,"width":847,"height":12}},{"id":"cf6b99b3-3d38-4649-8acc-b4e05d4a1ee7","block_type":"box","text":"limited partnerships and most investment trusts, are eligible for inclusion in the equity universe. REITs in some countries and","page_number":52,"box":{"x":89,"y":203,"width":870,"height":12}},{"id":"9f3ddf9b-b2a2-4f8d-802d-ac63effae4b6","block_type":"box","text":"certain income trusts in Canada are also eligible for inclusion. Each company and its securities (","page_number":52,"box":{"x":89,"y":218,"width":667,"height":12}},{"id":"74956c00-52c3-441e-8c48-439beb3cdd5c","block_type":"box","text":"i.e","page_number":52,"box":{"x":757,"y":219,"width":15,"height":8}},{"id":"ea7436dd-3822-479d-8a36-6a221384d819","block_type":"box","text":"., share classes) are","page_number":52,"box":{"x":774,"y":218,"width":134,"height":12}},{"id":"20363e68-a38b-45c3-aa1a-7560c5202b5b","block_type":"box","text":"classified in only one country.","page_number":52,"box":{"x":89,"y":233,"width":205,"height":12}},{"id":"c7d289f8-633c-4e03-aac1-b1bf1aad770e","block_type":"box","text":"Determining the Market Investable Equity Universe for Each Market.","page_number":52,"box":{"x":89,"y":259,"width":489,"height":13}},{"id":"b9ba580f-3b0b-45ce-a47d-d1e91d9f4676","block_type":"box","text":"The equity universe in any market is derived by","page_number":52,"box":{"x":583,"y":259,"width":328,"height":13}},{"id":"f804bc1b-7f8c-41f7-bd02-d364b3d7ab4b","block_type":"box","text":"applying investability screens to individual companies and securities in that market. Some investability requirements are","page_number":52,"box":{"x":89,"y":274,"width":838,"height":13}},{"id":"5e9f9209-e7f1-4290-b4aa-3b8b191d4aa4","block_type":"box","text":"applied at the individual security level and some at the overall company level, represented by the aggregation of individual","page_number":52,"box":{"x":89,"y":290,"width":851,"height":12}},{"id":"30639be4-b085-4d86-9f76-88aa48853e50","block_type":"box","text":"securities of the company. As a result, the inclusion or exclusion of one security does not imply the automatic inclusion or","page_number":52,"box":{"x":89,"y":305,"width":852,"height":12}},{"id":"518217c5-944d-46e1-bcab-703d18462b2f","block_type":"box","text":"exclusion of other securities of the same company.","page_number":52,"box":{"x":89,"y":320,"width":353,"height":12}},{"id":"2f0a8974-6a77-4e61-ba21-1b9370639901","block_type":"box","text":"Determining Market Capitalization Size Segments for Each Market.","page_number":52,"box":{"x":89,"y":346,"width":479,"height":13}},{"id":"ec3abfde-5f1c-4057-a6e4-3483720a5c82","block_type":"box","text":"In order to create size components that can be","page_number":52,"box":{"x":574,"y":346,"width":325,"height":13}},{"id":"7dd040f8-a144-409a-815b-004bc10d17aa","block_type":"box","text":"meaningfully aggregated into composites, individual market size segments balance the following two objectives:","page_number":52,"box":{"x":89,"y":361,"width":786,"height":13}},{"id":"d3593f7e-f758-4465-96b9-62c0f0861567","block_type":"box","text":"• Achieving global size integrity by ensuring that companies of comparable and relevant sizes are included in a given size","page_number":52,"box":{"x":89,"y":382,"width":863,"height":12}},{"id":"c95ef9e0-6ca5-4f49-89b2-27967c58f7e4","block_type":"box","text":"segment across all markets in a composite index; and","page_number":52,"box":{"x":121,"y":397,"width":375,"height":12}},{"id":"c11ce541-ea34-44a3-bf48-76473926cf13","block_type":"box","text":"• Achieving consistent market coverage by ensuring that each market’s size segment is represented in its proportional","page_number":52,"box":{"x":89,"y":417,"width":846,"height":12}},{"id":"f488ab2b-2625-456c-9c36-063b4a75c14b","block_type":"box","text":"weight in the composite universe.","page_number":52,"box":{"x":121,"y":432,"width":236,"height":12}},{"id":"99e35aed-1ec6-43f8-b4b2-365d0b498ac1","block_type":"box","text":"The Standard Indexes, Large Cap Indexes, Mid Cap Indexes, and Small Cap Indexes capture the following market","page_number":52,"box":{"x":88,"y":458,"width":787,"height":13}},{"id":"eba0e843-8099-4595-aa86-1eac2a994645","block_type":"box","text":"capitalization size segments:","page_number":52,"box":{"x":89,"y":473,"width":197,"height":13}},{"id":"324a0cbd-0ebc-433a-8439-058106c3173c","block_type":"box","text":"• MSCI Global Standard Indexes cover all investable large- and mid-cap securities by including the largest issuers","page_number":52,"box":{"x":89,"y":494,"width":809,"height":12}},{"id":"7645c8a7-ae17-4624-be44-f4e2ec53c7c0","block_type":"box","text":"comprising approximately 85% of each market’s free float-adjusted market capitalization.","page_number":52,"box":{"x":121,"y":509,"width":627,"height":12}},{"id":"c40b3c4c-333e-41ab-b4e4-5688d8de5b1b","block_type":"box","text":"• MSCI Global Large Cap Indexes provide coverage of all investable large-cap securities by including the largest issuers","page_number":52,"box":{"x":89,"y":529,"width":848,"height":12}},{"id":"93d07ec2-8f48-4429-8199-b212c9c7619d","block_type":"box","text":"comprising approximately 70% of each market’s free float-adjusted market capitalization.","page_number":52,"box":{"x":121,"y":544,"width":627,"height":12}},{"id":"53b300c9-3673-4658-a416-b34169f42fee","block_type":"box","text":"• MSCI Global Mid Cap Indexes provide coverage in each market by deriving the difference between the market coverage","page_number":52,"box":{"x":89,"y":564,"width":865,"height":13}},{"id":"4a7a77e3-af0a-4061-aa1b-137b3d00a18c","block_type":"box","text":"of the MSCI Global Standard Index and the MSCI Global Large Cap Index in that market.","page_number":52,"box":{"x":121,"y":579,"width":614,"height":13}},{"id":"16b82d1b-fce6-44b0-a50c-d6bac4c385bb","block_type":"box","text":"• MSCI Global Small Cap Indexes provide coverage in each market by deriving the difference between the market coverage","page_number":52,"box":{"x":89,"y":599,"width":876,"height":13}},{"id":"aeabc330-be5a-438e-bc6f-f5b3da18ad78","block_type":"box","text":"of the Investable Market Index and the MSCI Global Standard Index in that market.","page_number":52,"box":{"x":121,"y":615,"width":577,"height":9}},{"id":"aa7874d0-b40f-4b80-bc55-d503933413d4","block_type":"box","text":"Applying Final Size Segment Investability Requirements.","page_number":52,"box":{"x":88,"y":641,"width":404,"height":12}},{"id":"458e3d54-a1f8-4294-b302-3012f8249311","block_type":"box","text":"In order to enhance replicability of the indexes, additional size","page_number":52,"box":{"x":498,"y":641,"width":430,"height":12}},{"id":"6b2b85a8-50cd-493b-911c-491ec29c6742","block_type":"box","text":"segment investability requirements are set for the MSCI GIMI and MSCI Global Standard Index. These investability","page_number":52,"box":{"x":89,"y":656,"width":796,"height":13}},{"id":"0b61d976-46cf-4117-9ea4-13f34adc0d7c","block_type":"box","text":"requirements include minimum free float-adjusted market capitalization, minimum liquidity, minimum foreign limits and","page_number":52,"box":{"x":89,"y":671,"width":842,"height":13}},{"id":"7f221a11-354f-458c-bc45-8d4199e077ba","block_type":"box","text":"minimum length of trading.","page_number":52,"box":{"x":89,"y":686,"width":192,"height":13}},{"id":"3dd54f86-f364-4b85-8ae4-d1de7863b050","block_type":"box","text":"Applying Index Continuity Rules for the Standard Index.","page_number":52,"box":{"x":88,"y":713,"width":404,"height":12}},{"id":"e25e2d02-5f2a-4525-b31f-23557ff12f51","block_type":"box","text":"In order to achieve index continuity as well as provide some basic","page_number":52,"box":{"x":498,"y":713,"width":456,"height":12}},{"id":"edb34edf-36c8-44d3-b542-f52cf26810b7","block_type":"box","text":"level of diversification within a market index, notwithstanding the effect of other index construction rules contained herein, a","page_number":52,"box":{"x":89,"y":728,"width":873,"height":12}},{"id":"49f0183a-a3fa-45b7-a10c-d07a78fcdba2","block_type":"box","text":"minimum number of five constituents will be maintained for a developed market Standard Index and a minimum number of","page_number":52,"box":{"x":89,"y":743,"width":870,"height":12}},{"id":"2beaae10-e701-41d9-8cac-11fea6775419","block_type":"box","text":"three constituents will be maintained for an emerging market Standard Index.","page_number":52,"box":{"x":88,"y":758,"width":544,"height":13}},{"id":"59b1b3b3-93b8-46df-9e76-547264209848","block_type":"box","text":"Weighting.","page_number":52,"box":{"x":88,"y":785,"width":77,"height":12}},{"id":"fd0589b4-b016-4897-999e-73ca9c43110f","block_type":"box","text":"All indexes of the MSCI GIMI are free float weighted,","page_number":52,"box":{"x":171,"y":785,"width":365,"height":12}},{"id":"f7cf819d-63cc-4e66-8de5-539806a1aec4","block_type":"box","text":"i.e.,","page_number":52,"box":{"x":541,"y":786,"width":21,"height":10}},{"id":"3d2cb831-cca4-4ed1-ad9b-cfa43d3633af","block_type":"box","text":"companies are included in the indexes at the value of","page_number":52,"box":{"x":568,"y":785,"width":373,"height":12}},{"id":"62bf1a6e-43b4-42c2-bde4-4e74ce18e28d","block_type":"box","text":"their free public float (free float multiplied by security price).","page_number":52,"box":{"x":88,"y":800,"width":420,"height":12}},{"id":"e6547585-3e00-4485-a458-2af6bed918c4","block_type":"box","text":"Regional Weights.","page_number":52,"box":{"x":89,"y":826,"width":128,"height":13}},{"id":"4678c2c0-43b2-45c1-a581-821ef704270b","block_type":"box","text":"Market capitalization-weighting, combined with a consistent target of approximately 99% of free float","page_number":52,"box":{"x":223,"y":826,"width":720,"height":13}},{"id":"1e11a8ff-14de-4f6b-8c6b-752d06a15ba6","block_type":"box","text":"adjusted market capitalization, helps ensure that each country’s weight in regional and international indexes approximates its","page_number":52,"box":{"x":89,"y":841,"width":878,"height":13}},{"id":"8a93dc65-ae82-4d64-b4f3-a46017693774","block_type":"box","text":"weight in the total universe of developing and emerging markets. A market is equivalent to a single country except for","page_number":52,"box":{"x":88,"y":856,"width":826,"height":13}},{"id":"d0617757-eb3c-414d-8418-8b5416e87a81","block_type":"box","text":"38","page_number":52,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8f5481af-0826-4eed-97b0-12cf23aae372","block_type":"box","text":"developed Europe, where all markets are aggregated into a single market for index construction purposes. Individual country","page_number":53,"box":{"x":89,"y":44,"width":873,"height":12}},{"id":"35762fec-36cf-4277-92c6-0de6b9c06378","block_type":"box","text":"indexes of the European developed markets are derived from the constituents of the MSCI GIMI Europe Index.","page_number":53,"box":{"x":89,"y":59,"width":768,"height":12}},{"id":"a37f8d84-5de7-43a5-add4-23623549aa0a","block_type":"box","text":"Free Float.","page_number":53,"box":{"x":89,"y":85,"width":73,"height":10}},{"id":"ff149c99-dc33-42a4-a8bc-b21f62dcbcb9","block_type":"box","text":"MSCI defines the free float of a security as the proportion of shares outstanding that are deemed to be available","page_number":53,"box":{"x":167,"y":85,"width":781,"height":13}},{"id":"a56b253e-c7fa-4d81-adf9-f58eff3cfdd5","block_type":"box","text":"for purchase in the public equity markets by international investors. In practice, limitations on free float available to","page_number":53,"box":{"x":88,"y":101,"width":803,"height":12}},{"id":"9e5626bb-867f-4cf6-9d5d-3d00df5030da","block_type":"box","text":"international investors include: (i) strategic and other shareholdings not considered part of available free float; and (ii) limits","page_number":53,"box":{"x":89,"y":116,"width":865,"height":12}},{"id":"a277c3f3-67f6-45a0-a369-54e8a927b7ac","block_type":"box","text":"on share ownership for foreigners.","page_number":53,"box":{"x":89,"y":131,"width":239,"height":12}},{"id":"a215c046-ecc3-4f99-b4e6-08d8e64224c3","block_type":"box","text":"MSCI calculates the free float-adjusted market capitalization of each security in the equity index universe by (i) defining and","page_number":53,"box":{"x":89,"y":157,"width":865,"height":13}},{"id":"a151830d-2894-4bbc-9c89-e26231790d6d","block_type":"box","text":"estimating the free float available to foreign investors; (ii) assigning a free float-adjustment factor to each security; and (iii)","page_number":53,"box":{"x":89,"y":172,"width":856,"height":13}},{"id":"63c95127-ff94-4b0f-8123-d6774521addc","block_type":"box","text":"calculating the free float-adjusted market capitalization of each security.","page_number":53,"box":{"x":89,"y":188,"width":503,"height":12}},{"id":"d831ba20-28ba-4fd9-a142-f613c27738dc","block_type":"box","text":"Under MSCI’s free float-adjustment methodology, a constituent’s inclusion factor is equal to its estimated free float, rounded","page_number":53,"box":{"x":89,"y":214,"width":872,"height":12}},{"id":"c19a1e8e-7ada-4320-b235-91749951f802","block_type":"box","text":"up to the closest 5% for constituents with free float equal to or exceeding 15%. For example, a constituent security with a","page_number":53,"box":{"x":89,"y":229,"width":852,"height":12}},{"id":"2d1293a2-f1da-4847-98ba-e8664c14bbb5","block_type":"box","text":"free float of 23.2% will be included in the index at 25% of its market capitalization. For securities with a free float of less than","page_number":53,"box":{"x":88,"y":244,"width":872,"height":13}},{"id":"9c316210-02a5-4147-b233-0965997544e2","block_type":"box","text":"15%, the estimated free float is adjusted to the nearest 1%.","page_number":53,"box":{"x":90,"y":259,"width":412,"height":13}},{"id":"bc4be193-eeb9-4639-8d0b-8949757f1e7d","block_type":"box","text":"Price and Exchange Rates","page_number":53,"box":{"x":89,"y":286,"width":184,"height":12}},{"id":"664736dd-3c04-4568-a2ea-73415b996622","block_type":"box","text":"Prices.","page_number":53,"box":{"x":89,"y":313,"width":46,"height":9}},{"id":"e6a8237a-2134-4877-bc2b-afbff6f910bb","block_type":"box","text":"The prices used to calculate all MSCI indexes are the official exchange closing prices or those figures accepted as","page_number":53,"box":{"x":140,"y":312,"width":791,"height":13}},{"id":"231a9e12-1ea3-4c17-b9fa-ad7f17ebdf8c","block_type":"box","text":"such. MSCI reserves the right to use an alternative pricing source on any given day.","page_number":53,"box":{"x":89,"y":327,"width":578,"height":13}},{"id":"59728661-2d3d-4279-9797-1e29d3103035","block_type":"box","text":"Exchange Rates.","page_number":53,"box":{"x":89,"y":354,"width":116,"height":12}},{"id":"78a1036d-4489-47c9-83b9-b509cde0a23d","block_type":"box","text":"MSCI uses the World Markets/Reuters Closing Spot Rates taken at 4:00 p.m. London time. In case World","page_number":53,"box":{"x":211,"y":354,"width":730,"height":12}},{"id":"fba4be92-9024-4eb6-b52d-4e93f262afdc","block_type":"box","text":"Markets/Reuters does not provide rates for specific markets on given days (for example, Christmas Day and New Year’s Day),","page_number":53,"box":{"x":89,"y":369,"width":876,"height":12}},{"id":"15cb92f2-1131-419a-b2b2-893171938fc8","block_type":"box","text":"the previous business day’s rates are normally used. MSCI independently monitors the exchange rates on all its indexes.","page_number":53,"box":{"x":88,"y":384,"width":839,"height":12}},{"id":"bae8e12e-032e-4b4e-83cc-7ac6ef92222b","block_type":"box","text":"MSCI may under exceptional circumstances elect to use alternative sources of exchange rates if the World Markets/Reuters","page_number":53,"box":{"x":89,"y":399,"width":864,"height":13}},{"id":"9bf05a70-9fe1-4464-83dd-e34eb9da6ace","block_type":"box","text":"rates are not available, or if MSCI determines that the World Markets/Reuters rates are not reflective of market circumstances","page_number":53,"box":{"x":89,"y":414,"width":877,"height":12}},{"id":"6d4d0dd5-1ef2-400b-97d6-344f44ac7383","block_type":"box","text":"for a given currency on a particular day. In such circumstances, an announcement would be sent to clients with the related","page_number":53,"box":{"x":88,"y":429,"width":859,"height":13}},{"id":"18a800c3-a04b-4e23-aed9-064a9c8df5ff","block_type":"box","text":"information. If appropriate, MSCI may conduct a consultation with the investment community to gather feedback on the","page_number":53,"box":{"x":89,"y":445,"width":845,"height":12}},{"id":"1e7ab8f7-82c8-4cf9-8000-01ddd93667f1","block_type":"box","text":"most relevant exchange rate.","page_number":53,"box":{"x":89,"y":460,"width":201,"height":12}},{"id":"f3ea0137-c4ce-4fac-88ee-b9946ecbd2b7","block_type":"box","text":"Changes to the Indexes.","page_number":53,"box":{"x":89,"y":486,"width":172,"height":12}},{"id":"0452cec1-d342-4587-9d7f-191ca1a46579","block_type":"box","text":"The MSCI GIMI are maintained with the objective of reflecting, on a timely basis, the evolution of","page_number":53,"box":{"x":266,"y":486,"width":678,"height":12}},{"id":"b981cd14-cf8e-4b2c-bb82-d5f4f5ea5f68","block_type":"box","text":"the underlying equity markets. In maintaining the MSCI indexes, emphasis is also placed on continuity, replicability and","page_number":53,"box":{"x":88,"y":501,"width":833,"height":13}},{"id":"2539c7ae-6197-4af5-b6e5-0c402ad25015","block_type":"box","text":"minimizing turnover in the indexes. Maintaining the MSCI indexes involves many aspects, including: (i) additions to, and","page_number":53,"box":{"x":89,"y":516,"width":839,"height":13}},{"id":"60c44dff-22b6-48b3-a07d-861623812a8d","block_type":"box","text":"deletions from, the indexes; (ii) changes in number of shares; and (iii) changes in inclusion factors as a result of updated free","page_number":53,"box":{"x":89,"y":531,"width":872,"height":13}},{"id":"76a2c2eb-ea51-4a2d-82bd-bf84c539cc07","block_type":"box","text":"float estimates.","page_number":53,"box":{"x":88,"y":547,"width":106,"height":9}},{"id":"dd3e035f-341b-4016-8194-776ffd255894","block_type":"box","text":"Index maintenance can be described by three broad categories of changes:","page_number":53,"box":{"x":89,"y":573,"width":524,"height":12}},{"id":"6dce8136-f70b-479e-9d96-6207c9015c0a","block_type":"box","text":"• Semi-Annual Index Reviews (“SAIRs”), conducted on a fixed semi-annual timetable that systematically reassess the","page_number":53,"box":{"x":89,"y":593,"width":841,"height":13}},{"id":"6a8c66c0-380b-41c7-af38-fc29f29bed15","block_type":"box","text":"various dimensions of the equity universe for all markets;","page_number":53,"box":{"x":121,"y":608,"width":399,"height":13}},{"id":"8f146881-f3b3-430d-ad03-5a42a937f5ad","block_type":"box","text":"• Quarterly Index Reviews (“QIRs”), aimed at promptly reflecting other significant market events; and","page_number":53,"box":{"x":89,"y":628,"width":728,"height":13}},{"id":"3cd9ffb4-648b-4455-9c0d-30694e88f62b","block_type":"box","text":"• Ongoing event-related changes, such as mergers, acquisitions, spin-offs, bankruptcies, reorganizations and other similar","page_number":53,"box":{"x":89,"y":649,"width":876,"height":12}},{"id":"548d459b-8368-4292-a1ef-d776bc1d7477","block_type":"box","text":"corporate events, which generally are implemented in the indexes as they occur.","page_number":53,"box":{"x":121,"y":664,"width":560,"height":12}},{"id":"4dce5e26-e662-490b-a2a4-fcba73b1a86d","block_type":"box","text":"Potential changes in the status of countries (stand-alone, frontier, emerging and developed) follow their own implementation","page_number":53,"box":{"x":89,"y":690,"width":876,"height":13}},{"id":"f3fd135d-8741-4d8e-a924-6645545e9b6e","block_type":"box","text":"time tables. In addition, reviews of company involvement in ESG controversies, when applicable, may differ by index and","page_number":53,"box":{"x":88,"y":705,"width":839,"height":13}},{"id":"5eb38b45-6cd2-4d28-9a64-4d6d1997eeba","block_type":"box","text":"severity of the ESG controversy as determined by MSCI.","page_number":53,"box":{"x":89,"y":720,"width":387,"height":13}},{"id":"2f148d29-bdf1-4e99-a933-f15044779615","block_type":"box","text":"MSCI conducts SAIRs generally as of the close of the last business day of May and November. During the SAIRs, MSCI","page_number":53,"box":{"x":89,"y":747,"width":823,"height":12}},{"id":"4491c1f6-e430-4c97-969d-63b218216cb8","block_type":"box","text":"updates the investable equity universe and reassesses size segmentation investability requirements. MSCI also conducts QIRs","page_number":53,"box":{"x":89,"y":762,"width":876,"height":12}},{"id":"247821ff-e540-41a6-b090-c018a75beb6b","block_type":"box","text":"generally as of the close of the last business day of February and August. During the QIRs, MSCI reflects changes in the index","page_number":53,"box":{"x":89,"y":777,"width":876,"height":12}},{"id":"e683f204-bd4c-4f11-bcfd-33c9fc2b7b13","block_type":"box","text":"that were not captured at the time of their actual occurrence, but are significant enough to be included before the next SAIR.","page_number":53,"box":{"x":88,"y":792,"width":873,"height":13}},{"id":"09ae2149-4a51-47af-b20b-4bd76c6f853f","block_type":"box","text":"The results of the SAIR and QIR are generally announced at least ten business days in advance of implementation.","page_number":53,"box":{"x":88,"y":807,"width":798,"height":13}},{"id":"9cc8f5a1-1357-4625-a050-7473f7697222","block_type":"box","text":"Creation of Sector and Industry Indexes using the Global Industry Classification Standard (GICS","page_number":53,"box":{"x":89,"y":834,"width":689,"height":12}},{"id":"76bdfe47-569a-433e-941c-ad377a8bdfda","block_type":"box","text":"®","page_number":53,"box":{"x":779,"y":832,"width":9,"height":6}},{"id":"ff38ff45-ba13-4e2e-b503-cdafa3b698fa","block_type":"box","text":")","page_number":53,"box":{"x":789,"y":834,"width":5,"height":12}},{"id":"456703e1-c251-4d57-9a1d-b1d2c3b6489f","block_type":"box","text":"39","page_number":53,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9f0b52db-b3ad-4f90-8be4-13ab7d406cb7","block_type":"box","text":"All securities in the Global Investable Equity Universe are assigned to the industry that best describes their business activities","page_number":54,"box":{"x":88,"y":44,"width":871,"height":12}},{"id":"545b7479-5345-4450-8e88-b0f06abc8423","block_type":"box","text":"using the GICS. The GICS consists of sectors, industry groups, industries and sub-industries. Under the GICS, each company","page_number":54,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"9659f68d-aa2a-4e5d-8b45-99dd0e784edb","block_type":"box","text":"is assigned to one unique sub-industry according to its principal business activity (generally defined as the business activity","page_number":54,"box":{"x":89,"y":74,"width":865,"height":12}},{"id":"c69c50f2-8bb3-416b-bfe0-59b4312003eb","block_type":"box","text":"that generates 60% or more of the company’s revenues). Narrower indexes may be derived based on industry classification,","page_number":54,"box":{"x":88,"y":89,"width":866,"height":13}},{"id":"5f79f50a-0545-4bc7-a8bb-2107ac9ab0e8","block_type":"box","text":"and may contain securities belonging to specific sectors, industry groups, industries, sub-industries or a combination thereof.","page_number":54,"box":{"x":89,"y":104,"width":878,"height":13}},{"id":"b62e439a-2d85-419c-a396-adaa782160ae","block_type":"box","text":"MSCI 25/50 Indexes","page_number":54,"box":{"x":89,"y":131,"width":147,"height":10}},{"id":"57af5cee-6ab8-419b-afa8-ee3488b43df3","block_type":"box","text":"Each of the MSCI 25/50 Indexes (the “25/50 Indexes”) is a sub-index of either an MSCI Global Standard Index or an MSCI","page_number":54,"box":{"x":89,"y":157,"width":854,"height":13}},{"id":"7779f942-28bb-4f34-ba16-f3e777946906","block_type":"box","text":"GIMI. Their construction reflects the diversification requirements applicable to RICs pursuant to Subchapter M of the Internal","page_number":54,"box":{"x":89,"y":172,"width":873,"height":13}},{"id":"dc2e2eae-9162-4f2d-aea4-418edc8acfa8","block_type":"box","text":"Revenue Code. MSCI uses the concept of “group entities” for the concentration limits of the capping methodologies in the","page_number":54,"box":{"x":89,"y":188,"width":854,"height":12}},{"id":"db786a91-b438-4ae4-9f63-3fd91cf00ac6","block_type":"box","text":"25/50 Indexes. A group entity is a group of companies that operate as an affiliated corporate group but may separately issue","page_number":54,"box":{"x":89,"y":203,"width":873,"height":12}},{"id":"cacdc652-dc8d-4543-9725-def4c6d4f2ce","block_type":"box","text":"listed securities. To determine “group entities,” MSCI analyzes financial accounts of listed companies holding stakes of 20%","page_number":54,"box":{"x":89,"y":218,"width":863,"height":12}},{"id":"0777fe90-7e64-4b5d-8638-4c6f703a61ff","block_type":"box","text":"or more in other listed companies to determine whether these stakes are controlling in nature. In certain cases, even in the","page_number":54,"box":{"x":89,"y":233,"width":857,"height":12}},{"id":"94a1b59c-ca07-4621-a9ae-a7453f88fc18","block_type":"box","text":"absence of consolidated accounts, MSCI may also consider two companies as belonging to the same group entity where","page_number":54,"box":{"x":89,"y":248,"width":845,"height":12}},{"id":"65efdfa5-5a17-4944-8c0c-0bd2f5a0efee","block_type":"box","text":"there is reasonable evidence of control based on other information. The 25/50 Indexes are free float-adjusted market","page_number":54,"box":{"x":88,"y":263,"width":821,"height":12}},{"id":"1d7ea7bf-c7c5-4a30-9134-ebabdf9a5f5e","block_type":"box","text":"capitalization-weighted indexes with a capping methodology applied to group entity weights so that no single group entity","page_number":54,"box":{"x":89,"y":278,"width":861,"height":13}},{"id":"36d4a589-708f-40d3-b877-7879c3a192f5","block_type":"box","text":"exceeds 25% of index weight, and all group entities with a weight above 5% do not cumulatively exceed 50% of the index","page_number":54,"box":{"x":89,"y":293,"width":854,"height":13}},{"id":"caade363-3378-4fd4-952a-57418b694199","block_type":"box","text":"weight. A buffer of 10% of the value of each of these caps is used in order to reduce the risk of noncompliance due to short","page_number":54,"box":{"x":88,"y":308,"width":865,"height":13}},{"id":"b04acc4c-9c56-4dd0-ba25-668b1493bcb7","block_type":"box","text":"term market movements between rebalances. As a result, at the point of constructing or rebalancing the 25/50 Indexes, the","page_number":54,"box":{"x":88,"y":324,"width":869,"height":12}},{"id":"cb7af4eb-0df2-4660-a523-8fbf4e50906b","block_type":"box","text":"weight of any single group entity cannot exceed 22.5% of the index weight and all group entities with weight above 4.5%","page_number":54,"box":{"x":88,"y":339,"width":851,"height":12}},{"id":"c37b437b-0f4b-40fd-bd82-afa5261c58bd","block_type":"box","text":"cannot exceed 45% of the index weight. A software application called the Barra Optimizer is utilized to calculate the capped","page_number":54,"box":{"x":89,"y":354,"width":865,"height":12}},{"id":"f4647bfb-1cc3-41bf-b5d3-c6733df3dd6c","block_type":"box","text":"index weights through an optimization function which is aimed at minimizing index turnover, tracking error and extreme","page_number":54,"box":{"x":89,"y":369,"width":843,"height":12}},{"id":"1a322c57-a7ba-479a-bfb9-d2f1ea1a6272","block_type":"box","text":"deviation from the uncapped index.","page_number":54,"box":{"x":89,"y":384,"width":248,"height":12}},{"id":"80260a61-8dac-440c-90eb-23efdeef362f","block_type":"box","text":"MSCI Hedged Indexes","page_number":54,"box":{"x":89,"y":410,"width":158,"height":13}},{"id":"30f34a35-60ea-4eff-b0a9-b7ccddd4a773","block_type":"box","text":"Each of the MSCI Hedged Indexes aims to represent the returns of an MSCI parent equity index with its currency risk hedged","page_number":54,"box":{"x":89,"y":437,"width":872,"height":12}},{"id":"529797b6-8208-4ba5-9be8-5c722ac4dc2f","block_type":"box","text":"back to a single “home country” currency. MSCI provides monthly and daily hedging versions, either fully or partially hedged.","page_number":54,"box":{"x":89,"y":452,"width":874,"height":12}},{"id":"a1125479-1604-417b-8d87-ba2622cdb705","block_type":"box","text":"MSCI ACWI ex USA 100% Hedged to USD Index","page_number":54,"box":{"x":89,"y":479,"width":343,"height":12}},{"id":"8088c1ef-3bf2-4175-b9f5-c4c0c08892b2","block_type":"box","text":"Number of Components: approximately 1,980","page_number":54,"box":{"x":89,"y":497,"width":331,"height":13}},{"id":"d6478901-cdee-44fc-b3e4-286d1452ba38","block_type":"box","text":"Index Description.","page_number":54,"box":{"x":89,"y":520,"width":131,"height":12}},{"id":"2a0a10a7-886c-4304-8e2f-780e737755f7","block_type":"box","text":"The MSCI ACWI ex USA 100% Hedged to USD Index (the “Underlying Index”) is based on the MSCI","page_number":54,"box":{"x":225,"y":520,"width":694,"height":12}},{"id":"b9e42d2c-427e-4e1e-adea-d123daf51ae1","block_type":"box","text":"Hedged Indexes methodology and is an MSCI Global Standard Index. The Underlying Index aims to represent the returns of","page_number":54,"box":{"x":89,"y":535,"width":864,"height":13}},{"id":"f3a69723-c73e-46b5-b644-7fe164ad8ddc","block_type":"box","text":"the MSCI ACWI ex USA Index with its currency risk hedged to the U.S. dollar on a monthly basis. The MSCI ACWI ex USA","page_number":54,"box":{"x":88,"y":550,"width":844,"height":13}},{"id":"d24e39b0-b85d-4d2e-842e-6c3980630e08","block_type":"box","text":"Index is a free float-adjusted market capitalization-weighted index designed to measure the combined equity market","page_number":54,"box":{"x":89,"y":565,"width":817,"height":13}},{"id":"3dd6a48e-ee29-4e30-b617-48dc372c9039","block_type":"box","text":"performance of developed and emerging markets countries, excluding the U.S. As of July 31, 2025, the Underlying Index","page_number":54,"box":{"x":89,"y":581,"width":837,"height":12}},{"id":"4e425d6e-5590-4aa5-970d-81813c7f2c6b","block_type":"box","text":"consisted of securities from the following countries or regions: Australia, Austria, Belgium, Brazil, Canada, Chile, China,","page_number":54,"box":{"x":89,"y":596,"width":828,"height":12}},{"id":"af2ff14b-e5e9-4171-9b1b-c79eec6bc03c","block_type":"box","text":"Colombia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Ireland,","page_number":54,"box":{"x":89,"y":611,"width":875,"height":12}},{"id":"3a8830b4-bcd2-4476-9a8c-3a851553eb0b","block_type":"box","text":"Israel, Italy, Japan, Kuwait, Malaysia, Mexico, the Netherlands, New Zealand, Norway, Peru, the Philippines, Poland, Portugal,","page_number":54,"box":{"x":89,"y":626,"width":859,"height":12}},{"id":"85bd47d5-840b-495c-95e7-415986d1ec11","block_type":"box","text":"Qatar, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, the United","page_number":54,"box":{"x":89,"y":641,"width":861,"height":12}},{"id":"9213c0d1-63f4-483b-9704-6ae75045ed07","block_type":"box","text":"Arab Emirates, and the U.K.","page_number":54,"box":{"x":88,"y":656,"width":191,"height":12}},{"id":"ec642930-2f42-4a95-88dc-f85755f54d20","block_type":"box","text":"Calculation Methodology.","page_number":54,"box":{"x":89,"y":683,"width":184,"height":12}},{"id":"29a01231-b058-4912-a3e5-4d25207804d3","block_type":"box","text":"The Fund utilizes the Underlying Index calculated with net dividends reinvested. MSCI uses the","page_number":54,"box":{"x":278,"y":683,"width":662,"height":12}},{"id":"064675de-14ca-406c-9c0d-809883bfd444","block_type":"box","text":"index constituent companies’ country of incorporation to determine the relevant dividend withholding tax rates in calculating","page_number":54,"box":{"x":89,"y":698,"width":878,"height":12}},{"id":"82ebd45f-e838-4e35-baad-d8739b8fd8b8","block_type":"box","text":"the net dividends. The regular cash dividend is reinvested after deduction of withholding tax by applying the maximum rate","page_number":54,"box":{"x":88,"y":713,"width":864,"height":12}},{"id":"63fbb861-b688-4eab-9146-5a6e31320787","block_type":"box","text":"of the company’s country of incorporation applicable to institutional investors. Net dividends means dividends after taxes","page_number":54,"box":{"x":89,"y":728,"width":849,"height":12}},{"id":"77cc4337-226a-401e-85eb-99d2910db9a7","block_type":"box","text":"withheld at the maximum rate applicable to non-resident institutional investors who do not benefit from double taxation","page_number":54,"box":{"x":88,"y":743,"width":846,"height":12}},{"id":"58c7a8e7-9ed0-426b-9623-857e06df0a22","block_type":"box","text":"treaties. Such withholding rates may differ from those applicable to U.S. residents.","page_number":54,"box":{"x":88,"y":758,"width":573,"height":13}},{"id":"d98c6ef2-c8a7-43d6-a6a8-4b52b68e0343","block_type":"box","text":"MSCI EAFE 100% Hedged to USD Index","page_number":54,"box":{"x":89,"y":785,"width":283,"height":12}},{"id":"7572fea5-3add-4a95-9254-b0aa3a7552bb","block_type":"box","text":"Number of Components: approximately 695","page_number":54,"box":{"x":89,"y":804,"width":317,"height":12}},{"id":"b04a2745-df4e-4b11-9455-7bebb83cbb7c","block_type":"box","text":"Index Description.","page_number":54,"box":{"x":89,"y":826,"width":131,"height":13}},{"id":"49936006-7c9f-4f06-a046-b21aedf3642f","block_type":"box","text":"The MSCI EAFE 100% Hedged to USD Index (the “Underlying Index”) is based on the MSCI Hedged","page_number":54,"box":{"x":225,"y":826,"width":695,"height":13}},{"id":"9689bba5-2144-427b-8bcc-b712aa767ee9","block_type":"box","text":"Indexes methodology and is an MSCI Global Standard Index. The Underlying Index aims to represent the returns of the MSCI","page_number":54,"box":{"x":89,"y":841,"width":872,"height":13}},{"id":"5ec761c0-9b8a-426b-9fe1-62bdf8608d83","block_type":"box","text":"40","page_number":54,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"17f5fe69-f88f-4789-a810-98a91fbfd3d2","block_type":"box","text":"EAFE Index with its currency risk hedged to the U.S. dollar on a monthly basis. The MSCI EAFE Index is used as a measure of","page_number":55,"box":{"x":89,"y":44,"width":870,"height":12}},{"id":"b3b102dc-b94d-4631-8e9b-4b680f84b9bb","block_type":"box","text":"international stock performance. Constituents of the Underlying Index include securities from Europe, Australasia and the Far","page_number":55,"box":{"x":89,"y":59,"width":877,"height":12}},{"id":"4209b357-a37e-4272-9e52-714004b194e5","block_type":"box","text":"East.","page_number":55,"box":{"x":89,"y":75,"width":31,"height":9}},{"id":"ce43b14f-29f8-42f4-891e-8a809ef7a077","block_type":"box","text":"Calculation Methodology.","page_number":55,"box":{"x":89,"y":101,"width":184,"height":12}},{"id":"2f3f278a-1ef7-4402-83a3-4fa991f693c5","block_type":"box","text":"The Fund utilizes the Underlying Index calculated with net dividends reinvested. MSCI uses the","page_number":55,"box":{"x":278,"y":101,"width":662,"height":12}},{"id":"d5184a49-d343-4a07-ab2d-0297f31125bd","block_type":"box","text":"index constituent companies’ country of incorporation to determine the relevant dividend withholding tax rates in calculating","page_number":55,"box":{"x":89,"y":116,"width":878,"height":12}},{"id":"d2c15d3e-a40a-4de3-bd29-f626bfc6721a","block_type":"box","text":"the net dividends. The regular cash dividend is reinvested after deduction of withholding tax by applying the maximum rate","page_number":55,"box":{"x":88,"y":131,"width":864,"height":12}},{"id":"2529d712-c2dd-4e40-8862-e13e2cb4986f","block_type":"box","text":"of the company’s country of incorporation applicable to institutional investors. Net dividends means dividends after taxes","page_number":55,"box":{"x":89,"y":146,"width":849,"height":12}},{"id":"aed3095c-6012-4e67-b675-f594d62fa2bb","block_type":"box","text":"withheld at the maximum rate applicable to non-resident institutional investors who do not benefit from double taxation","page_number":55,"box":{"x":88,"y":161,"width":846,"height":12}},{"id":"cb36e524-eab8-4cc1-be32-38692d736ab4","block_type":"box","text":"treaties. Such withholding rates may differ from those applicable to U.S. residents.","page_number":55,"box":{"x":88,"y":176,"width":573,"height":13}},{"id":"ac8ad5ff-d76b-4d4a-87b1-f43e3a200bbc","block_type":"box","text":"MSCI EAFE Small Cap 100% Hedged to USD Index","page_number":55,"box":{"x":89,"y":203,"width":360,"height":12}},{"id":"c85cce93-04c3-4b15-89a2-df12b11328b0","block_type":"box","text":"Number of Components: approximately 1,991","page_number":55,"box":{"x":89,"y":222,"width":327,"height":12}},{"id":"46a1c746-6391-406f-96a3-6e5d97db189b","block_type":"box","text":"Index Description.","page_number":55,"box":{"x":89,"y":244,"width":131,"height":13}},{"id":"75ca6d57-42b9-4623-bf03-ba4305b660f3","block_type":"box","text":"The MSCI EAFE Small Cap 100% Hedged to USD Index (the “Underlying Index”) is based on the MSCI","page_number":55,"box":{"x":225,"y":244,"width":710,"height":13}},{"id":"2eae37a7-f9e9-4687-a4fc-76685ed06d3f","block_type":"box","text":"Hedged Indexes methodology and is an MSCI Global Small Cap Index. The Underlying Index aims to represent the returns of","page_number":55,"box":{"x":89,"y":259,"width":871,"height":13}},{"id":"3eb5ef37-a6b0-4df3-98e6-0ac0f676ccd5","block_type":"box","text":"the MSCI EAFE Small Cap Index with its currency risk hedged to the U.S. dollar on a monthly basis. The MSCI EAFE Small Cap","page_number":55,"box":{"x":88,"y":274,"width":876,"height":13}},{"id":"59515775-b9a3-4cdc-a9bf-c3e856a93aab","block_type":"box","text":"Index represents the small-cap segment (","page_number":55,"box":{"x":89,"y":290,"width":290,"height":12}},{"id":"ea1ac13f-d564-4950-a31e-0dc074d4b5b3","block_type":"box","text":"i.e.","page_number":55,"box":{"x":380,"y":290,"width":18,"height":9}},{"id":"6bdbed13-ed0f-4692-a13a-8c6548a731db","block_type":"box","text":", listed securities with a market capitalization as of October 31, 2023 in the range","page_number":55,"box":{"x":400,"y":290,"width":564,"height":12}},{"id":"5d1af681-1d2f-4559-b689-4a8f9f381fb7","block_type":"box","text":"of $35 million - $9 billion of the MSCI EAFE IMI Index). Under MSCI’s GIMI methodology, the small-cap universe consists of","page_number":55,"box":{"x":89,"y":305,"width":863,"height":12}},{"id":"f583f412-cc21-495b-9e58-ab3e27a08ef9","block_type":"box","text":"securities of those companies not included in the large-cap or mid-cap segments of a particular market, which together","page_number":55,"box":{"x":89,"y":320,"width":839,"height":12}},{"id":"44f2bcbb-db90-4328-8a1a-b364f7fd7d7d","block_type":"box","text":"comprise approximately 85% of each market’s free float-adjusted market capitalization. The small-cap segment covers the","page_number":55,"box":{"x":89,"y":335,"width":858,"height":12}},{"id":"049f09ff-c862-449d-980d-5080f7867ff7","block_type":"box","text":"85%-99% range of each market’s free float-adjusted market capitalization.","page_number":55,"box":{"x":89,"y":350,"width":522,"height":12}},{"id":"e31d0faf-080f-4b10-b8a3-4bcad2898b68","block_type":"box","text":"Calculation Methodology.","page_number":55,"box":{"x":89,"y":376,"width":184,"height":13}},{"id":"40f93baf-0454-473d-88a8-0b5f65c187b0","block_type":"box","text":"The Fund utilizes the Underlying Index calculated with net dividends reinvested. MSCI uses the","page_number":55,"box":{"x":278,"y":376,"width":662,"height":13}},{"id":"91b98af7-af32-4a36-9e58-6f09da68948a","block_type":"box","text":"index constituent companies’ country of incorporation to determine the relevant dividend withholding tax rates in calculating","page_number":55,"box":{"x":89,"y":392,"width":878,"height":12}},{"id":"9763aef7-01b0-4f2d-83e4-6bb3c1f92e3f","block_type":"box","text":"the net dividends. The regular cash dividend is reinvested after deduction of withholding tax by applying the maximum rate","page_number":55,"box":{"x":88,"y":407,"width":864,"height":12}},{"id":"1cee7691-6b20-4ed7-af42-075f3fa36ddc","block_type":"box","text":"of the company’s country of incorporation applicable to institutional investors. Net dividends means dividends after taxes","page_number":55,"box":{"x":89,"y":422,"width":849,"height":12}},{"id":"0b13ca72-140b-4bda-94cc-a9784c6b4c50","block_type":"box","text":"withheld at the maximum rate applicable to non-resident institutional investors who do not benefit from double taxation","page_number":55,"box":{"x":88,"y":437,"width":846,"height":12}},{"id":"576c9a89-811a-4011-9205-78ffafb2eb72","block_type":"box","text":"treaties. Such withholding rates may differ from those applicable to U.S. residents.","page_number":55,"box":{"x":88,"y":452,"width":573,"height":12}},{"id":"a6ecbc46-e80b-4a65-9e15-e8311de355eb","block_type":"box","text":"Additional Information.","page_number":55,"box":{"x":88,"y":479,"width":168,"height":9}},{"id":"e90e61a6-5372-4f6c-accf-1f2e7c973c63","block_type":"box","text":"“MSCI,” MSCI ACWI ex USA 100% Hedged to USD Index, MSCI EAFE","page_number":55,"box":{"x":262,"y":479,"width":481,"height":12}},{"id":"763800b3-69d7-454d-88b6-7961c0636916","block_type":"box","text":"®","page_number":55,"box":{"x":744,"y":477,"width":9,"height":6}},{"id":"dff5a615-cfb6-45bd-b4ed-0a696c32ccf0","block_type":"box","text":"100% Hedged to USD Index","page_number":55,"box":{"x":759,"y":479,"width":195,"height":12}},{"id":"a36a84db-d0d1-4846-b277-2844825cec5f","block_type":"box","text":"and MSCI EAFE Small Cap 100% Hedged to USD Index are servicemarks of MSCI Inc. and have been licensed for use for","page_number":55,"box":{"x":89,"y":494,"width":837,"height":12}},{"id":"835923c2-c6d9-4dd3-8dc5-296a1b9eca1d","block_type":"box","text":"certain purposes by BFA or its affiliates. The Funds are neither sponsored, endorsed, sold nor promoted by MSCI Inc., and","page_number":55,"box":{"x":89,"y":509,"width":847,"height":12}},{"id":"2b8d018a-871a-4422-8f82-5f206b495fa7","block_type":"box","text":"MSCI Inc. makes no representation regarding the advisability of investing in any of the Funds.","page_number":55,"box":{"x":89,"y":524,"width":652,"height":12}},{"id":"78bae2d4-eb2e-4dd8-8169-30f8d41c4b6a","block_type":"box","text":"Investment Policies","page_number":55,"box":{"x":91,"y":555,"width":318,"height":23}},{"id":"0a0a81c5-3229-43a2-be64-72b878fb29f5","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":55,"box":{"x":88,"y":596,"width":835,"height":12}},{"id":"2c9e9220-824d-46c3-9c05-1a92b8ba6030","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":55,"box":{"x":88,"y":611,"width":866,"height":12}},{"id":"bcc2b3cb-4ee6-47f8-901b-a575f42a6d33","block_type":"box","text":"of the outstanding voting securities of a Fund is defined in the Investment Company Act as the lesser of (i) 67% or more of","page_number":55,"box":{"x":89,"y":626,"width":860,"height":12}},{"id":"1648d9a6-2959-4c0a-8e00-a991c9f0cb61","block_type":"box","text":"the voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities","page_number":55,"box":{"x":88,"y":641,"width":863,"height":12}},{"id":"16280420-8756-4b37-99fa-01f551a027d1","block_type":"box","text":"of the Fund are present or represented by proxy, or (ii) more than 50% of outstanding voting securities of the Fund. Each","page_number":55,"box":{"x":89,"y":656,"width":843,"height":13}},{"id":"c3d04d05-6652-44a2-8426-1030544461a3","block_type":"box","text":"Fund has also adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental","page_number":55,"box":{"x":89,"y":671,"width":853,"height":13}},{"id":"f69905aa-631c-4d10-b1fb-33c2ae4049b5","block_type":"box","text":"investment policies may be changed by the Board without shareholder approval. Therefore, each Fund may change its","page_number":55,"box":{"x":89,"y":686,"width":825,"height":13}},{"id":"61d6cdd7-c67e-4ae5-aa7e-d45635bf067b","block_type":"box","text":"investment objective and its Underlying Index without shareholder approval.","page_number":55,"box":{"x":89,"y":702,"width":533,"height":12}},{"id":"cc340400-043c-4f1c-ab77-e2a6342dbefc","block_type":"box","text":"Fundamental Investment Policies","page_number":55,"box":{"x":89,"y":728,"width":237,"height":10}},{"id":"50838ac6-7204-447c-8ca9-3b9456e3e696","block_type":"box","text":"Each Fund may not:","page_number":55,"box":{"x":89,"y":748,"width":138,"height":12}},{"id":"0c8dc910-ba5b-49d6-8cc3-aae431b1188d","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":55,"box":{"x":90,"y":768,"width":853,"height":13}},{"id":"5be9dc19-ad7e-4919-8e65-7a32a6778dde","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":55,"box":{"x":127,"y":783,"width":835,"height":13}},{"id":"f390ccda-45b3-482a-acb1-857fc50ba8a7","block_type":"box","text":"particular industry or group of industries.","page_number":55,"box":{"x":128,"y":799,"width":287,"height":12}},{"id":"ef3fbbaa-44d4-40da-a121-6b2e482b0203","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":55,"box":{"x":89,"y":819,"width":545,"height":12}},{"id":"08496efd-4f79-4071-91cf-7522073f261b","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":55,"box":{"x":89,"y":839,"width":699,"height":12}},{"id":"5ae1ef30-ee21-4276-aadd-45e90c4efbb0","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":55,"box":{"x":88,"y":859,"width":861,"height":12}},{"id":"0367692b-bfbd-4618-8963-78ba5a78633e","block_type":"box","text":"41","page_number":55,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"a079f52e-e554-4cf1-ac28-3321a676c9b8","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":56,"box":{"x":128,"y":44,"width":826,"height":12}},{"id":"ce3d2dc5-85d9-4a3b-b29b-5b6fc76809f8","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":56,"box":{"x":128,"y":59,"width":809,"height":12}},{"id":"7a76fbc3-c58f-421f-9e03-2003bb7787cf","block_type":"box","text":"securities or other instruments.","page_number":56,"box":{"x":128,"y":74,"width":218,"height":10}},{"id":"ba7fbb0d-0cbf-4b4f-abfc-bd46c0ba853a","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":56,"box":{"x":89,"y":94,"width":839,"height":13}},{"id":"3401b2b9-1682-4cca-97dd-d91a9b403373","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":56,"box":{"x":128,"y":109,"width":523,"height":13}},{"id":"8be17ccb-0bbe-48be-ab84-7cc244d018a9","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":56,"box":{"x":89,"y":130,"width":798,"height":12}},{"id":"4f2f880c-0203-4ea6-ad83-3f603d56272e","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":56,"box":{"x":89,"y":150,"width":521,"height":12}},{"id":"6e6d6311-861d-4c2c-8616-3b1db0dd2f7c","block_type":"box","text":"Notations Regarding each Fund’s Fundamental Investment Policies","page_number":56,"box":{"x":88,"y":176,"width":487,"height":13}},{"id":"afbd63ee-f118-4170-977a-13cf1bc88472","block_type":"box","text":"The following notations are not considered to be part of each Fund’s fundamental investment policies and are subject to","page_number":56,"box":{"x":88,"y":203,"width":843,"height":12}},{"id":"52f6dcad-7ccb-47df-b232-f3f52b71449c","block_type":"box","text":"change without shareholder approval.","page_number":56,"box":{"x":89,"y":218,"width":265,"height":12}},{"id":"4de0bbd1-74a2-4bd8-86d9-58c9cf890384","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":56,"box":{"x":88,"y":244,"width":853,"height":13}},{"id":"833247c1-317e-4e2a-836c-74bea77a4bc6","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":56,"box":{"x":89,"y":259,"width":855,"height":13}},{"id":"3163b1e4-3458-4c19-9528-420767f8cec6","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":56,"box":{"x":89,"y":274,"width":840,"height":13}},{"id":"dee6c28d-c39a-409b-b31e-dec90fbd7d47","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":56,"box":{"x":89,"y":290,"width":877,"height":12}},{"id":"30d7ce3c-29d4-4067-bd9c-60a074ecafe2","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":56,"box":{"x":89,"y":305,"width":856,"height":12}},{"id":"0686fd79-dfb8-4f3f-8ace-6bdd48e3a6a7","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":56,"box":{"x":88,"y":320,"width":861,"height":12}},{"id":"14c9cf3d-61c9-407a-a5a9-bb9e238a7e53","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":56,"box":{"x":89,"y":335,"width":805,"height":12}},{"id":"9a8d4988-b4c7-48df-bf36-eaf477a5da68","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":56,"box":{"x":89,"y":350,"width":848,"height":12}},{"id":"0873591f-2239-476f-ac9f-a0d049a69496","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":56,"box":{"x":89,"y":365,"width":820,"height":12}},{"id":"c3375ea7-fb93-4eb0-a079-b3e51d102d21","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":56,"box":{"x":89,"y":380,"width":809,"height":13}},{"id":"a4c1208a-e558-45e2-a922-c2da48e9e11e","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":56,"box":{"x":89,"y":395,"width":815,"height":13}},{"id":"cb07b3a8-fbdb-49d0-8210-145e27e8a39b","block_type":"box","text":"government will be considered to be a member of a separate industry. With respect to each Fund’s industry classifications,","page_number":56,"box":{"x":89,"y":410,"width":856,"height":13}},{"id":"379d777e-2d25-4442-b3c4-37c8e5d0809e","block_type":"box","text":"each Fund currently utilizes any one or more of the industry sub-classifications used by one or more widely recognized","page_number":56,"box":{"x":89,"y":426,"width":829,"height":12}},{"id":"d12f1bd8-ba6f-486c-810c-a93fcf1ed9b7","block_type":"box","text":"market indexes or rating group indexes, and/or as defined by Fund management. The policy also will be interpreted to give","page_number":56,"box":{"x":89,"y":441,"width":860,"height":12}},{"id":"a8245112-11ec-48e9-9c19-82abe066661d","block_type":"box","text":"broad authority to each Fund as to how to classify issuers within or among industries.","page_number":56,"box":{"x":89,"y":456,"width":600,"height":12}},{"id":"40fee934-1849-4de3-b200-d6d0579ac852","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":56,"box":{"x":88,"y":482,"width":844,"height":13}},{"id":"b74e7fae-a399-48d2-8cb8-cef657119def","block_type":"box","text":"permits each Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose,","page_number":56,"box":{"x":89,"y":497,"width":850,"height":13}},{"id":"70fd1dc0-b31a-4c37-bc1f-057a39f189b9","block_type":"box","text":"and to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (The Fund’s total","page_number":56,"box":{"x":89,"y":513,"width":844,"height":12}},{"id":"493f2fcd-9e52-4f3c-9ab6-c0f43d11ee54","block_type":"box","text":"assets include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires","page_number":56,"box":{"x":89,"y":528,"width":877,"height":12}},{"id":"508d44d9-6ef1-43dc-8092-beaf1a52b891","block_type":"box","text":"each Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage","page_number":56,"box":{"x":89,"y":543,"width":841,"height":12}},{"id":"22f1c754-c041-4f36-a9ac-08bb14d4336c","block_type":"box","text":"means the ratio that the value of each Fund’s total assets (including amounts borrowed), minus liabilities other than","page_number":56,"box":{"x":89,"y":558,"width":813,"height":12}},{"id":"4a0ff457-dd22-40cb-9593-e57695b90943","block_type":"box","text":"borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as","page_number":56,"box":{"x":89,"y":573,"width":857,"height":12}},{"id":"7973bf89-8a5b-417a-beff-84bb059b8c5e","block_type":"box","text":"“leveraging.” Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be","page_number":56,"box":{"x":89,"y":588,"width":851,"height":12}},{"id":"52ed0518-4ed0-4dbd-8664-320c6cbd8d43","block_type":"box","text":"borrowings or involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f","page_number":56,"box":{"x":89,"y":603,"width":878,"height":13}},{"id":"dccff64f-81ce-49dd-b857-5b2c3bbe029e","block_type":"box","text":"4 under the Investment Company Act, when each Fund engages in reverse repurchase agreements and similar financing","page_number":56,"box":{"x":88,"y":618,"width":843,"height":13}},{"id":"f31b29a1-8681-431e-a5ca-44dd76f386ec","block_type":"box","text":"transactions, the Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any","page_number":56,"box":{"x":88,"y":633,"width":845,"height":13}},{"id":"1233ecaa-28ed-4f96-aaea-17050c313715","block_type":"box","text":"other borrowings in the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule 18f-4","page_number":56,"box":{"x":89,"y":649,"width":851,"height":12}},{"id":"ae94456f-ae7a-4b19-b142-6f4c4118ea59","block_type":"box","text":"with respect to such transactions. Short-term credits necessary for the settlement of securities transactions and","page_number":56,"box":{"x":88,"y":664,"width":784,"height":12}},{"id":"b393f210-3a83-4a76-96dd-464179658216","block_type":"box","text":"arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and","page_number":56,"box":{"x":89,"y":679,"width":834,"height":12}},{"id":"0f74acbe-036c-4612-8ca8-520675a0c31e","block_type":"box","text":"investments that may involve leverage but are not considered to be borrowings are not subject to the policy.","page_number":56,"box":{"x":89,"y":694,"width":754,"height":12}},{"id":"2e97fc3b-2627-4322-8d42-e42e99ac0308","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":56,"box":{"x":88,"y":720,"width":875,"height":13}},{"id":"10b7bc0e-ddaf-452c-8a75-d0075d328d8b","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":56,"box":{"x":89,"y":736,"width":876,"height":12}},{"id":"df221e65-61ac-48fe-8c73-ea8aa98fe7a0","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":56,"box":{"x":89,"y":751,"width":876,"height":12}},{"id":"551e2529-8a28-4988-a5d4-2eaeac4f1042","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":56,"box":{"x":89,"y":766,"width":788,"height":12}},{"id":"ae5dbb91-630f-44b7-9eac-0ce10551bd94","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":56,"box":{"x":89,"y":781,"width":813,"height":11}},{"id":"3c83d9aa-276a-44dc-9932-919a95579aab","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":56,"box":{"x":89,"y":796,"width":846,"height":12}},{"id":"a5aa184d-09c7-4f03-9028-7b55f151c260","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":56,"box":{"x":89,"y":811,"width":854,"height":12}},{"id":"90ea2e40-d7c3-47e4-93df-87b1cef92172","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":56,"box":{"x":89,"y":826,"width":822,"height":13}},{"id":"54ae49df-9442-4e98-90a0-33295c319a56","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":56,"box":{"x":89,"y":841,"width":836,"height":13}},{"id":"d166485d-250d-4c9d-969c-863eca242938","block_type":"box","text":"42","page_number":56,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"643a2f4d-846c-4991-8ffd-0a2c8cb9846a","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":57,"box":{"x":89,"y":44,"width":829,"height":12}},{"id":"fa8ad520-eae6-4c12-8f39-6d131786b5f3","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":57,"box":{"x":89,"y":59,"width":860,"height":12}},{"id":"5d19a16b-dc92-4b87-92cd-1f7a7d24d297","block_type":"box","text":"law.","page_number":57,"box":{"x":89,"y":74,"width":25,"height":10}},{"id":"ba0b1308-5017-41ff-a51d-0a0e2afb21c3","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":57,"box":{"x":88,"y":101,"width":836,"height":12}},{"id":"6472e1e1-57a6-4ebe-ae3a-f043bce44dcc","block_type":"box","text":"prohibit each Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":57,"box":{"x":89,"y":116,"width":866,"height":12}},{"id":"24c6ecc4-de3d-460d-81b1-757b09ec6901","block_type":"box","text":"funds from lending more than one-third of their total assets (including lending its securities), except through the purchase of","page_number":57,"box":{"x":88,"y":131,"width":878,"height":12}},{"id":"1a501750-3971-4205-bec1-49df3a6baad4","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":57,"box":{"x":89,"y":146,"width":861,"height":12}},{"id":"62991412-5d9b-4d82-b280-a191faa341a5","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":57,"box":{"x":89,"y":161,"width":841,"height":12}},{"id":"94ee6d1e-5f49-4d36-8951-edab99eeede3","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":57,"box":{"x":89,"y":176,"width":363,"height":12}},{"id":"73d9024a-346e-493b-acb9-27a49cabb445","block_type":"box","text":"Non-Fundamental Investment Policies of the Funds.","page_number":57,"box":{"x":89,"y":203,"width":372,"height":9}},{"id":"a148fde0-9de8-4ede-aa85-fab95df321c7","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, each","page_number":57,"box":{"x":89,"y":229,"width":870,"height":12}},{"id":"37f228c4-cbc4-4c14-8c60-988cd716ec10","block_type":"box","text":"Fund may not:","page_number":57,"box":{"x":89,"y":244,"width":100,"height":13}},{"id":"d66db8dd-b2f2-499c-af63-3827648555d9","block_type":"box","text":"1. Purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on","page_number":57,"box":{"x":90,"y":264,"width":841,"height":13}},{"id":"8834044e-dc9c-43a5-9f5d-33f8b1a691d7","block_type":"box","text":"Section 12(d)(1)(F) or (G) of the Investment Company Act, at any time the Fund has knowledge that its shares are","page_number":57,"box":{"x":128,"y":279,"width":800,"height":13}},{"id":"25bf68a5-77f5-4803-b613-80d003b2a362","block_type":"box","text":"purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section","page_number":57,"box":{"x":128,"y":295,"width":785,"height":12}},{"id":"f5cb7aa0-0fa2-488f-96b8-968540208226","block_type":"box","text":"12(d)(1). The foregoing restriction does not restrict the Fund from acquiring the shares of registered open-end","page_number":57,"box":{"x":129,"y":310,"width":773,"height":12}},{"id":"17530816-9bee-460d-8ecc-f0665db8a2f4","block_type":"box","text":"investment companies to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted,","page_number":57,"box":{"x":128,"y":325,"width":793,"height":12}},{"id":"28e68c84-e24a-4c19-b0f3-b530bbf5e282","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":57,"box":{"x":128,"y":340,"width":659,"height":12}},{"id":"28f8ee6d-ecbe-4a22-b4e6-7f80058fa94a","block_type":"box","text":"2. In accordance with Rule 35d-1 under the 1940 Act, under normal circumstances, invest less than 80% of the value of its","page_number":57,"box":{"x":89,"y":360,"width":878,"height":11}},{"id":"524de746-f878-4de6-9fe7-8ceb034564f3","block_type":"box","text":"net assets, plus the amount of any borrowings for investment purposes, in the component securities (including indirect","page_number":57,"box":{"x":128,"y":375,"width":835,"height":13}},{"id":"c668e421-ab73-4ee1-9001-0769b080e7db","block_type":"box","text":"investments through the underlying fund) and other instruments of its Underlying Index or in depositary receipts","page_number":57,"box":{"x":128,"y":390,"width":790,"height":13}},{"id":"bcfb2e19-c9c5-4450-bfe2-c93aff06580d","block_type":"box","text":"representing component securities in its Underlying Index (applicable to iShares Currency Hedged MSCI ACWI ex U.S.","page_number":57,"box":{"x":128,"y":405,"width":822,"height":13}},{"id":"a64290f4-1b9b-420e-ae65-9fd9f0941364","block_type":"box","text":"ETF and iShares Currency Hedged MSCI EAFE Small-Cap ETF).","page_number":57,"box":{"x":128,"y":421,"width":436,"height":12}},{"id":"3a315f8c-e2b8-4a59-bda5-3576eeca87da","block_type":"box","text":"3. In accordance with Rule 35d-1 under the 1940 Act, under normal circumstances, at least 80% of the value of its net","page_number":57,"box":{"x":89,"y":441,"width":848,"height":11}},{"id":"133ca184-f9b8-4b71-8f9c-6796419b9cb7","block_type":"box","text":"assets, plus the amount of any borrowings for investment purposes, in the component securities in its Underlying Index","page_number":57,"box":{"x":128,"y":456,"width":837,"height":12}},{"id":"8bb375e2-7432-47e1-bc80-14778b69d709","block_type":"box","text":"or in Depositary Receipts representing component securities in its Underlying Index (applicable to iShares Currency","page_number":57,"box":{"x":128,"y":471,"width":806,"height":12}},{"id":"e2a94bd4-39ac-4a27-b1f7-37e32198b636","block_type":"box","text":"Hedged MSCI EAFE ETF).","page_number":57,"box":{"x":128,"y":486,"width":175,"height":12}},{"id":"94cb1d2e-0479-4aba-90cc-60c6129fef26","block_type":"box","text":"A Fund will notify its shareholders at least 60 days prior to any change in its restrictions described in 2 and 3 above.","page_number":57,"box":{"x":88,"y":513,"width":808,"height":12}},{"id":"02e9a88f-3003-49e7-b11b-cddf7732c775","block_type":"box","text":"Notations Regarding each Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":57,"box":{"x":88,"y":539,"width":656,"height":12}},{"id":"687d0a1d-f6c7-4a25-83ab-021cdce2d3bb","block_type":"box","text":"Unless otherwise indicated, all limitations under each Fund’s fundamental or non-fundamental investment restrictions apply","page_number":57,"box":{"x":89,"y":565,"width":871,"height":13}},{"id":"d67635ff-aac9-4698-8879-ced025ee6283","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":57,"box":{"x":89,"y":581,"width":840,"height":12}},{"id":"412666fd-2516-449e-9987-2008ab35470b","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":57,"box":{"x":89,"y":596,"width":829,"height":12}},{"id":"92af0ccf-4b70-4814-8357-0337ce3d36be","block_type":"box","text":"require the Fund to dispose of an investment.","page_number":57,"box":{"x":89,"y":611,"width":316,"height":12}},{"id":"981ffdd7-fa5c-4841-bca6-5d9decfa943d","block_type":"box","text":"Continuous Offering","page_number":57,"box":{"x":90,"y":641,"width":338,"height":30}},{"id":"1eafddf3-323a-4ddb-9504-875250a609b8","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":57,"box":{"x":88,"y":683,"width":821,"height":12}},{"id":"960ee275-b67b-456f-b7e4-078575b80adf","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":57,"box":{"x":89,"y":698,"width":873,"height":12}},{"id":"11d4b556-b7df-4d69-8781-7bd696cd59db","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":57,"box":{"x":89,"y":713,"width":849,"height":12}},{"id":"a4717349-8f06-40fc-a91b-edad05e5ee25","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":57,"box":{"x":89,"y":728,"width":849,"height":12}},{"id":"73a2fa6c-6606-487f-a0c1-6a3caadcf5be","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":57,"box":{"x":88,"y":743,"width":877,"height":12}},{"id":"6aeea2a9-c705-4d75-92f0-eece50f37987","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":57,"box":{"x":89,"y":770,"width":860,"height":12}},{"id":"17272528-4543-4d2c-8601-17b6605a9c9c","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":57,"box":{"x":89,"y":785,"width":853,"height":12}},{"id":"791a0a2c-4125-4453-ab9d-7dacc050dd1d","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":57,"box":{"x":89,"y":800,"width":868,"height":12}},{"id":"6a09ce05-1bfd-4a70-8e54-30f89660a3b7","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":57,"box":{"x":88,"y":815,"width":863,"height":12}},{"id":"7a6b66dd-6812-475e-a750-fbe1f2b1f65e","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":57,"box":{"x":88,"y":830,"width":861,"height":12}},{"id":"ef41981a-85a3-4490-bd19-88dd612046e3","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":57,"box":{"x":89,"y":845,"width":862,"height":12}},{"id":"565058da-70eb-4072-bb47-ca7c1af04eb7","block_type":"box","text":"an underwriter.","page_number":57,"box":{"x":89,"y":860,"width":105,"height":10}},{"id":"9fb9dbb5-2de5-4213-9c5e-a73c16e108aa","block_type":"box","text":"43","page_number":57,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"820f7da5-676b-4bba-bbc4-19aa1efe7c80","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":58,"box":{"x":89,"y":44,"width":817,"height":12}},{"id":"5ccbab58-14fe-4005-ab56-481cff849b59","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":58,"box":{"x":88,"y":59,"width":858,"height":12}},{"id":"b785d5bc-8679-4837-9d92-2678d8ed8fda","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":58,"box":{"x":89,"y":74,"width":875,"height":12}},{"id":"6ecba914-bd69-49c4-983b-4b5588a7c150","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":58,"box":{"x":88,"y":89,"width":831,"height":13}},{"id":"4e066327-60fd-4f76-8f94-67afa92b149d","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":58,"box":{"x":89,"y":104,"width":864,"height":13}},{"id":"e32afcd9-927a-4823-8079-fd30bc373a11","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":58,"box":{"x":88,"y":119,"width":875,"height":13}},{"id":"da6b5ec9-6d2d-4ea9-b0eb-eff707a01cba","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":58,"box":{"x":89,"y":135,"width":845,"height":12}},{"id":"15ca7684-4c2b-4bde-b224-06daed4aec18","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":58,"box":{"x":89,"y":150,"width":412,"height":12}},{"id":"5a6c6656-1ed4-4ab3-911a-23e29dc4a2c1","block_type":"box","text":"Management","page_number":58,"box":{"x":90,"y":182,"width":225,"height":28}},{"id":"c2cfaeb9-24eb-44fc-8fd1-4d814c937e56","block_type":"box","text":"Trustees and Officers.","page_number":58,"box":{"x":88,"y":222,"width":157,"height":9}},{"id":"3f959892-27d9-4fbd-a523-567c802a1e78","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Funds, including","page_number":58,"box":{"x":254,"y":222,"width":670,"height":12}},{"id":"0f0ea83e-1a22-45d8-972d-45d49ed4af11","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":58,"box":{"x":89,"y":237,"width":875,"height":12}},{"id":"66d1e3fa-cc46-427b-83ce-3901815efd2a","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":58,"box":{"x":89,"y":252,"width":817,"height":12}},{"id":"7331afc7-4414-4318-9966-fe103f7052c8","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":58,"box":{"x":89,"y":267,"width":861,"height":12}},{"id":"09e73ab6-d500-4a36-83ec-8dc039bb9109","block_type":"box","text":"Act) of the Trust are referred to as independent trustees (“Independent Trustees”).","page_number":58,"box":{"x":88,"y":282,"width":578,"height":12}},{"id":"21d22903-06ef-44bf-9c4d-7907ad010662","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":58,"box":{"x":88,"y":308,"width":867,"height":13}},{"id":"feccbe83-c14e-4c37-9433-d0c14c81bdf6","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":58,"box":{"x":89,"y":324,"width":857,"height":12}},{"id":"a7a4b072-b26f-41eb-9a1e-32d7c18609d6","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":58,"box":{"x":89,"y":339,"width":861,"height":12}},{"id":"e9d77726-e993-40d4-92e4-50441f2dc0b4","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":58,"box":{"x":89,"y":354,"width":869,"height":11}},{"id":"3fc45999-d64c-47ff-a6f1-245e4bcf9146","block_type":"box","text":"of the funds within the iShares Complex, which consists of 424 funds as of November 28, 2025. With the exception of","page_number":58,"box":{"x":89,"y":369,"width":824,"height":12}},{"id":"a975fc71-6b76-4851-99fb-1a5909028c49","block_type":"box","text":"Stephen Cohen, Robert S. Kapito and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400","page_number":58,"box":{"x":88,"y":384,"width":861,"height":12}},{"id":"1a2d1a02-02a1-4135-a326-6cbf7b37fc62","block_type":"box","text":"Howard Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson","page_number":58,"box":{"x":89,"y":399,"width":849,"height":13}},{"id":"b53c4436-44cc-468c-8c53-54bfa4e1ec5f","block_type":"box","text":"Yards, New York, NY 10001. The address of Mr. Cohen is c/o BlackRock, Inc., Drapers Gardens, 12 Throgmorton Avenue,","page_number":58,"box":{"x":88,"y":414,"width":840,"height":13}},{"id":"37fd561c-b060-441d-93b4-a26a7fdbc8f0","block_type":"box","text":"London EC2N 2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional","page_number":58,"box":{"x":89,"y":429,"width":848,"height":13}},{"id":"e5e0fb62-1e09-4ca2-a07c-59ab9d8393c5","block_type":"box","text":"information about the Funds’ Trustees and officers may be found in this SAI, which is available without charge, upon request,","page_number":58,"box":{"x":89,"y":445,"width":876,"height":12}},{"id":"5252da88-4518-4597-b3e3-a195efb154a1","block_type":"box","text":"by calling toll-free 1-800-iShares (1-800-474-2737).","page_number":58,"box":{"x":89,"y":460,"width":358,"height":12}},{"id":"e212681e-4945-4c21-a10f-cec21dd645e6","block_type":"box","text":"Interested Trustees","page_number":58,"box":{"x":89,"y":486,"width":138,"height":10}},{"id":"48f05172-c686-4ba6-8a08-b67a10d9f563","block_type":"box","text":"Name (Year of Birth) Position","page_number":58,"box":{"x":103,"y":526,"width":247,"height":10}},{"id":"f8b5df87-974f-4499-91c4-10c36f6b60cf","block_type":"box","text":"Principal Occupation(s)","page_number":58,"box":{"x":485,"y":516,"width":135,"height":10}},{"id":"94c4ef7b-a520-41f3-afc9-813c9f97b27b","block_type":"box","text":"During the Past 5 Years","page_number":58,"box":{"x":486,"y":526,"width":134,"height":10}},{"id":"1041c7a7-e51e-4b6a-b5b4-0250d74c0af9","block_type":"box","text":"Other Directorships","page_number":58,"box":{"x":780,"y":516,"width":113,"height":10}},{"id":"d050411b-384c-4465-abe5-8a236161f4e7","block_type":"box","text":"Held by Trustee","page_number":58,"box":{"x":792,"y":526,"width":89,"height":10}},{"id":"f6a63d4c-f4f7-4d34-afcd-3af182716d9a","block_type":"box","text":"Robert S. Kapito","page_number":58,"box":{"x":89,"y":548,"width":111,"height":12}},{"id":"6cb7cf8f-2da3-43d5-acee-d28649cb65f4","block_type":"box","text":"1","page_number":58,"box":{"x":202,"y":546,"width":2,"height":6}},{"id":"6ec76680-5546-425e-89b4-905bbe0a03d9","block_type":"box","text":"(1957)","page_number":58,"box":{"x":89,"y":563,"width":44,"height":12}},{"id":"4fcc9e0b-ddda-487a-a4dc-c72cc03a2c78","block_type":"box","text":"Trustee","page_number":58,"box":{"x":254,"y":549,"width":52,"height":9}},{"id":"a8ac2be9-1c28-45cd-9d56-cb7a83ad76dc","block_type":"box","text":"(since 2009).","page_number":58,"box":{"x":255,"y":563,"width":90,"height":12}},{"id":"52394160-66c6-4720-9b77-97171a369d07","block_type":"box","text":"President of BlackRock, Inc. 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(since 2020).","page_number":62,"box":{"x":706,"y":424,"width":118,"height":13}},{"id":"67aaf5d1-8bc7-4c39-b92c-6fc46f4cba0d","block_type":"box","text":"Elise Terry","page_number":62,"box":{"x":89,"y":445,"width":70,"height":12}},{"id":"adb0d63b-f705-4d2c-8112-64b05d2b5b1a","block_type":"box","text":"(1977)","page_number":62,"box":{"x":89,"y":460,"width":45,"height":12}},{"id":"5bd1e758-43a7-46cd-806a-6b886d0768a7","block_type":"box","text":"Executive Vice","page_number":62,"box":{"x":397,"y":445,"width":99,"height":9}},{"id":"edab2cbf-a241-4bca-b72d-d506093d748d","block_type":"box","text":"President (since","page_number":62,"box":{"x":397,"y":460,"width":111,"height":12}},{"id":"8504d092-be54-4709-ba01-468a41b1b624","block_type":"box","text":"2025).","page_number":62,"box":{"x":397,"y":475,"width":43,"height":12}},{"id":"ae7f3eea-31c8-48c3-882d-fd8304a5d348","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":62,"box":{"x":705,"y":445,"width":258,"height":12}},{"id":"d257fa62-5f56-4120-9572-d66f0cfd03b5","block_type":"box","text":"(since 2016); Head of U.S. iShares","page_number":62,"box":{"x":705,"y":460,"width":234,"height":12}},{"id":"c8a68cfb-a7a6-4eeb-af6e-a0a45d5ef162","block_type":"box","text":"(since 2024); Co-Head of Distribution","page_number":62,"box":{"x":705,"y":475,"width":261,"height":12}},{"id":"a2e9a00a-8f70-47a4-ae42-5eeb15263315","block_type":"box","text":"for U.S. Wealth Advisory (2023-2024);","page_number":62,"box":{"x":704,"y":490,"width":264,"height":12}},{"id":"b05410e0-f93b-436f-80a3-a6146f5b6ec6","block_type":"box","text":"National Sales Manager, Wirehouse","page_number":62,"box":{"x":705,"y":505,"width":247,"height":12}},{"id":"762e1f8d-86b0-47db-b335-329d69776e30","block_type":"box","text":"Channel (2020-2023).","page_number":62,"box":{"x":705,"y":520,"width":151,"height":12}},{"id":"0ed176ab-2f54-4e96-bc03-f2e1fdf21981","block_type":"box","text":"Daniel Prince","page_number":62,"box":{"x":89,"y":540,"width":91,"height":10}},{"id":"3962bb91-df9a-450d-afa8-46d0c6234acb","block_type":"box","text":"(1981)","page_number":62,"box":{"x":89,"y":555,"width":44,"height":13}},{"id":"f993a443-a288-42cc-a0a6-6e1ddb9ad87e","block_type":"box","text":"Executive Vice","page_number":62,"box":{"x":397,"y":541,"width":99,"height":9}},{"id":"e624d5b8-ef75-4076-8b2d-35ece4952de3","block_type":"box","text":"President (since","page_number":62,"box":{"x":397,"y":555,"width":111,"height":13}},{"id":"2a4de391-372c-4b6e-84b9-2ca30f2f9521","block_type":"box","text":"2025).","page_number":62,"box":{"x":397,"y":570,"width":43,"height":13}},{"id":"9180b06e-e525-49c0-b5de-fcb3080e8bdc","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":62,"box":{"x":705,"y":540,"width":258,"height":13}},{"id":"efb1ccde-207c-4c5d-afbe-f94d56da86ad","block_type":"box","text":"(since 2023); Director of BlackRock,","page_number":62,"box":{"x":705,"y":555,"width":249,"height":13}},{"id":"94142d7b-d45e-4800-b44f-acb366674522","block_type":"box","text":"Inc. (2015-2022); Head of U.S.","page_number":62,"box":{"x":706,"y":570,"width":207,"height":13}},{"id":"c5683559-0490-404c-aecd-bed76cefa1b0","block_type":"box","text":"iShares Product (since 2025); Head","page_number":62,"box":{"x":705,"y":586,"width":245,"height":12}},{"id":"52bb0a3e-f5af-4084-a705-ed8260403a01","block_type":"box","text":"of iShares Product Consulting","page_number":62,"box":{"x":705,"y":601,"width":207,"height":12}},{"id":"738f60e1-f7f4-4998-a213-f9c6b38c97e5","block_type":"box","text":"(2015-2025).","page_number":62,"box":{"x":705,"y":616,"width":89,"height":12}},{"id":"1519dd94-39ce-436b-88b5-57a39512d9b9","block_type":"box","text":"The Board has concluded that, based on each Trustee’s experience, qualifications, attributes or skills on an individual basis","page_number":62,"box":{"x":88,"y":649,"width":857,"height":12}},{"id":"c7543843-2537-4185-943d-9bfd0c70caf5","block_type":"box","text":"and in combination with those of the other Trustees, each Trustee should serve as a Trustee of the Board. Among the","page_number":62,"box":{"x":89,"y":664,"width":820,"height":12}},{"id":"9d250088-1bac-491f-97f3-2728e6d82cd0","block_type":"box","text":"attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to","page_number":62,"box":{"x":89,"y":679,"width":867,"height":12}},{"id":"3ded97f8-1d36-4789-826c-07eba547b4fd","block_type":"box","text":"them, to interact effectively with the Funds’ investment adviser, other service providers, counsel and the independent","page_number":62,"box":{"x":88,"y":694,"width":819,"height":12}},{"id":"0c2936bf-eb29-49c7-8ab3-5d9b5da5e503","block_type":"box","text":"registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.","page_number":62,"box":{"x":89,"y":709,"width":872,"height":12}},{"id":"34ca2e32-c043-43e4-a41f-6980d3c44b2c","block_type":"box","text":"A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s educational","page_number":62,"box":{"x":88,"y":724,"width":807,"height":13}},{"id":"9f9f6287-cdf4-48e3-a14f-7ae4359b7ccd","block_type":"box","text":"background or professional training; business, consulting, public service or academic positions; experience from service as a","page_number":62,"box":{"x":89,"y":739,"width":869,"height":13}},{"id":"fad13338-f366-4f97-9a0c-41a755991de4","block_type":"box","text":"Board member of the Funds and the other funds in the Trust (and any predecessor funds), other investment funds, public","page_number":62,"box":{"x":89,"y":754,"width":850,"height":13}},{"id":"11aaef99-cbbe-45c2-9877-e6aab6e04c5c","block_type":"box","text":"companies, or non-profit entities or other organizations; and/or other life experiences. Also, set forth below is a brief","page_number":62,"box":{"x":89,"y":770,"width":816,"height":12}},{"id":"5311f66e-b117-4d26-a7db-bccbb974c2d3","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":62,"box":{"x":89,"y":785,"width":872,"height":12}},{"id":"5617341d-cc2a-43c4-b0e5-4bd153def3bd","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":62,"box":{"x":89,"y":800,"width":383,"height":12}},{"id":"be3abb26-0c93-45fb-a8d4-b2e1a69d9011","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":62,"box":{"x":89,"y":826,"width":842,"height":13}},{"id":"b5a940a7-294e-47e8-ac90-cbe1bd302142","block_type":"box","text":"2009, a Trustee of iShares U.S. ETF Trust since 2011 and a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a","page_number":62,"box":{"x":89,"y":841,"width":832,"height":13}},{"id":"57094a47-ee6c-475a-a22e-39cb09ea5d53","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of experience as part of","page_number":62,"box":{"x":89,"y":856,"width":877,"height":13}},{"id":"d2074553-efbc-4a22-b0b7-3259a30b6d28","block_type":"box","text":"48","page_number":62,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"5c60168e-32f8-4b58-ab17-eea26aac71c1","block_type":"box","text":"BlackRock, Inc. and BlackRock’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of","page_number":63,"box":{"x":89,"y":44,"width":855,"height":12}},{"id":"8796b13c-6336-488f-9182-c52346b05dc9","block_type":"box","text":"the Global Executive Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight","page_number":63,"box":{"x":88,"y":59,"width":880,"height":12}},{"id":"691a7c1f-7c46-4b66-bf89-d0a53120ab5d","block_type":"box","text":"of BlackRock’s key operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk &","page_number":63,"box":{"x":89,"y":74,"width":865,"height":12}},{"id":"1a25a343-f638-460c-aed4-0c1edcd71466","block_type":"box","text":"Quantitative Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock,","page_number":63,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"0fc0d476-12c1-48e0-ad02-a12f11fb20b8","block_type":"box","text":"Inc. and Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio","page_number":63,"box":{"x":89,"y":104,"width":823,"height":13}},{"id":"9da2760b-ac0e-40de-b9e8-6be78dd2f8ab","block_type":"box","text":"management within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito","page_number":63,"box":{"x":89,"y":119,"width":864,"height":13}},{"id":"ce206abc-9559-4e80-9d16-2cdf8fc02bd0","block_type":"box","text":"serves as a member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of","page_number":63,"box":{"x":89,"y":135,"width":841,"height":12}},{"id":"1bb8a19d-b7f0-4a5f-a1d6-f0ca8d41d29f","block_type":"box","text":"Dean’s Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children’s Cancer Fund since","page_number":63,"box":{"x":89,"y":150,"width":853,"height":12}},{"id":"5ad7fbf7-30d2-44f2-9df8-21da78693ad4","block_type":"box","text":"2002. Mr. Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an","page_number":63,"box":{"x":89,"y":165,"width":876,"height":12}},{"id":"6c97457d-c45e-451e-a782-57e6ea955c26","block_type":"box","text":"MBA degree from Harvard Business School in 1983.","page_number":63,"box":{"x":89,"y":180,"width":360,"height":12}},{"id":"49a7dddc-4c11-499f-80ac-1113f3862d6b","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":63,"box":{"x":88,"y":206,"width":841,"height":13}},{"id":"682627d0-5ccd-4179-83c2-857cef0f8a02","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":63,"box":{"x":88,"y":222,"width":865,"height":12}},{"id":"65d4ed30-05a4-48ee-a081-fc2dd340892c","block_type":"box","text":"(UK) Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen,","page_number":63,"box":{"x":89,"y":237,"width":854,"height":12}},{"id":"7fa213c1-3628-4db4-8f36-f99c4c4a7040","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":63,"box":{"x":88,"y":252,"width":869,"height":12}},{"id":"23315171-a7e7-4dd2-a18c-cc895b21efa5","block_type":"box","text":"is responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":63,"box":{"x":89,"y":267,"width":856,"height":12}},{"id":"b92feef9-b220-44b6-a9d6-bfb1a5e4033f","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":63,"box":{"x":89,"y":282,"width":846,"height":12}},{"id":"a9e9394f-3307-4ab9-9f27-d70b0eee8778","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":63,"box":{"x":88,"y":297,"width":830,"height":12}},{"id":"d90607a3-d76f-495a-a7a5-c81fdd545886","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":63,"box":{"x":89,"y":312,"width":866,"height":13}},{"id":"5bdedbfa-0fb2-4d0c-ae36-522dc3b71d89","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":63,"box":{"x":89,"y":327,"width":857,"height":13}},{"id":"b8d0928b-66bb-47e9-b5a3-3019d2d354a0","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":63,"box":{"x":89,"y":342,"width":861,"height":13}},{"id":"d6a81513-d7b7-4893-9290-ca898ee2072c","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":63,"box":{"x":89,"y":358,"width":865,"height":12}},{"id":"1941bd22-e39d-409a-995e-5bf1da8b72d8","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":63,"box":{"x":89,"y":373,"width":861,"height":12}},{"id":"590f8a44-5684-4040-911a-8d9499f9514b","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":63,"box":{"x":89,"y":388,"width":845,"height":12}},{"id":"1e6611ed-3418-4f0a-a55e-44793f3ebe34","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":63,"box":{"x":89,"y":403,"width":844,"height":12}},{"id":"54bc527a-9ad5-4666-ad8a-794d58f28657","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":63,"box":{"x":88,"y":418,"width":862,"height":12}},{"id":"02e19474-60dc-46e0-96b9-69fd3214fd37","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":63,"box":{"x":89,"y":433,"width":410,"height":13}},{"id":"f930e86a-6e44-4da5-ba61-e2c8ee2c95f7","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":63,"box":{"x":88,"y":460,"width":858,"height":12}},{"id":"725d0761-df95-40e0-bf57-d68ae3ad904e","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":63,"box":{"x":89,"y":475,"width":849,"height":12}},{"id":"c0689c42-4290-49a5-a3a7-0ae38e4ff77d","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":63,"box":{"x":89,"y":490,"width":830,"height":12}},{"id":"2823bd64-932a-4725-a212-3b21988a2775","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":63,"box":{"x":89,"y":505,"width":822,"height":12}},{"id":"39240a50-f160-4c2a-bd7e-71355652ecc0","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":63,"box":{"x":89,"y":520,"width":842,"height":12}},{"id":"ae99c0cc-89ba-45ed-a808-c57bc895b18a","block_type":"box","text":"Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United States.","page_number":63,"box":{"x":89,"y":535,"width":861,"height":13}},{"id":"c54f75e4-c655-44d3-a7af-1850cbc5762b","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":63,"box":{"x":89,"y":550,"width":869,"height":13}},{"id":"ec94a385-7a52-4069-a2b5-c3dc5d3a60cf","block_type":"box","text":"has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder.","page_number":63,"box":{"x":89,"y":565,"width":618,"height":13}},{"id":"6b263b53-8696-4098-9844-3d89c84a11fb","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":63,"box":{"x":88,"y":592,"width":837,"height":12}},{"id":"899db8af-0f06-4904-902f-87926f94661f","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":63,"box":{"x":89,"y":607,"width":819,"height":11}},{"id":"34b24dd9-91ad-45e7-a068-79537649d925","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":63,"box":{"x":88,"y":622,"width":832,"height":12}},{"id":"70664b86-6f3f-4aa1-b696-db7139802a3d","block_type":"box","text":"served as Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head","page_number":63,"box":{"x":89,"y":637,"width":864,"height":13}},{"id":"b556d102-75ea-45dc-93d1-431115dcda90","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":63,"box":{"x":89,"y":652,"width":867,"height":13}},{"id":"e7e6d8c4-b2d0-404d-bd40-715e0e3e2fe9","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":63,"box":{"x":89,"y":668,"width":872,"height":12}},{"id":"ac11044b-7752-4200-a353-f13569777cdd","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":63,"box":{"x":89,"y":683,"width":835,"height":12}},{"id":"baafcca0-ef50-4754-b027-ae38d2f2e25c","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":63,"box":{"x":89,"y":698,"width":869,"height":12}},{"id":"e5beeda1-2aee-465d-8f9b-f2492bd4d850","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":63,"box":{"x":89,"y":713,"width":852,"height":12}},{"id":"e406e8fa-a663-4be0-ab3b-c0c0ad656005","block_type":"box","text":"and as Chair of the Audit Committee since 2020. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018,","page_number":63,"box":{"x":89,"y":728,"width":865,"height":11}},{"id":"cd884a20-9278-4612-8260-c8c39ba45495","block_type":"box","text":"Chair of the Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH","page_number":63,"box":{"x":89,"y":743,"width":876,"height":12}},{"id":"29ca44a3-aa79-4ce8-8225-8f142902c851","block_type":"box","text":"Corporation from 2012 to 2018. She previously served as a Director on the Boards of Astoria Financial Corporation and","page_number":63,"box":{"x":89,"y":758,"width":828,"height":13}},{"id":"5f909895-1aa1-4799-b049-a9a13e54d5a7","block_type":"box","text":"Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council","page_number":63,"box":{"x":88,"y":773,"width":859,"height":13}},{"id":"965d2f15-10aa-4b18-a5fd-015ca1b2281f","block_type":"box","text":"for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice","page_number":63,"box":{"x":88,"y":788,"width":854,"height":13}},{"id":"ece93aca-1787-4dee-83fb-4071a968fe9a","block_type":"box","text":"Chair and Chair of the Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from","page_number":63,"box":{"x":89,"y":804,"width":841,"height":12}},{"id":"75a60bdf-2cf2-4168-9673-f38b6e776f7b","block_type":"box","text":"State University of New York at Stony Brook and a JD degree from Benjamin N. 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Mr. Fagnani served as an Advisory Board Member of the Trust, iShares U.S. ETF Trust and iShares,","page_number":64,"box":{"x":89,"y":44,"width":864,"height":12}},{"id":"9f5edc8e-4384-4316-bd60-b9f2ae95a31a","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":64,"box":{"x":89,"y":59,"width":878,"height":12}},{"id":"6d65e1dc-1918-4cd6-b6c4-3cb4e38fbfcb","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":64,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"4d002a3e-ad0d-49d7-91c3-06003993b35e","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":64,"box":{"x":89,"y":89,"width":837,"height":13}},{"id":"da56e34b-ea9d-4143-8b8e-82ddcc76a3af","block_type":"box","text":"Andersen LLP, where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani","page_number":64,"box":{"x":88,"y":104,"width":876,"height":13}},{"id":"663600a1-9376-433d-8994-c0fb46d28247","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":64,"box":{"x":89,"y":119,"width":843,"height":13}},{"id":"5acbf085-c466-4256-95e0-9968c39a8af8","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":64,"box":{"x":88,"y":135,"width":866,"height":12}},{"id":"115bef16-6f33-4b88-a1f8-faff34229308","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":64,"box":{"x":89,"y":150,"width":871,"height":12}},{"id":"8b979870-ca78-4603-80f5-664ec773524f","block_type":"box","text":"degree in Accounting from LaSalle University.","page_number":64,"box":{"x":89,"y":165,"width":316,"height":12}},{"id":"da6a3117-9196-437f-8b60-db3f8c36a827","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":64,"box":{"x":89,"y":191,"width":866,"height":13}},{"id":"f3f7d64f-5560-426e-bdd4-f00d0c2d8bb1","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":64,"box":{"x":89,"y":206,"width":867,"height":13}},{"id":"a468a3f8-6944-413c-a37c-0dc154cd4d9d","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":64,"box":{"x":89,"y":222,"width":854,"height":12}},{"id":"f29bb8bb-86de-48fe-96ed-27018ccefbf0","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":64,"box":{"x":89,"y":237,"width":850,"height":12}},{"id":"6ae87a75-97d5-4b8d-90e8-687827b9386c","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":64,"box":{"x":90,"y":252,"width":851,"height":12}},{"id":"74ad3c1c-859a-4f5d-8c58-508470db8aee","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":64,"box":{"x":89,"y":267,"width":856,"height":11}},{"id":"82eee64f-6df5-4fcc-8f18-a8984ba90df1","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":64,"box":{"x":89,"y":282,"width":863,"height":12}},{"id":"8d63c60f-ec82-4743-9142-58c778b48c16","block_type":"box","text":"Accountant (inactive) and a member of the American Institute of Certified Public Accountants.","page_number":64,"box":{"x":88,"y":297,"width":665,"height":12}},{"id":"029b9db5-6882-4cae-9ab9-f5ad43fecbcb","block_type":"box","text":"Cecilia H. Herbert has been a Trustee of the Trust since 2005. Ms. Herbert has also served as a Director of iShares, Inc. since","page_number":64,"box":{"x":89,"y":324,"width":863,"height":11}},{"id":"52fc8d8c-fd45-49eb-9ba0-d6b5a3e7798e","block_type":"box","text":"2005, a Trustee of iShares U.S. ETF Trust since 2011 and Chair of the Trust’s Board from 2016 to 2021. Ms. Herbert served as a","page_number":64,"box":{"x":89,"y":339,"width":878,"height":11}},{"id":"4ca4a9d2-0f41-498a-aa67-175ea314b01a","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Previously, Ms. Herbert served as Trustee of the","page_number":64,"box":{"x":89,"y":354,"width":813,"height":12}},{"id":"fb8fefff-c248-4572-8a89-1a1d4bf43a47","block_type":"box","text":"Montgomery Funds from 1992 to 2003, the Pacific Select Funds from 2004 to 2005, the Forward Funds from 2009 to 2018,","page_number":64,"box":{"x":89,"y":369,"width":859,"height":12}},{"id":"656a2552-d956-43d5-855c-5ded1bcd4d35","block_type":"box","text":"the Salient Funds from 2015 to 2018 and the Thrivent Church Loan and Income Fund from 2019 to 2022. She has served as a","page_number":64,"box":{"x":88,"y":384,"width":874,"height":10}},{"id":"39cf7048-c56c-49f8-a6a0-c699b940feab","block_type":"box","text":"member of the Finance, Audit and Quality Committees and Trustee of Stanford Health Care since 2016 and became Chair of","page_number":64,"box":{"x":89,"y":399,"width":869,"height":13}},{"id":"263225db-d5a0-4916-8895-937351b83675","block_type":"box","text":"the Finance Committee of Stanford Health Care in 2019. She has served as a Trustee of WNET, New York’s public media","page_number":64,"box":{"x":88,"y":414,"width":834,"height":13}},{"id":"e33877b5-3296-4ac9-a0c2-435dfb7fb676","block_type":"box","text":"station, since 2011 and a Member of its Audit Committee since 2018. She was appointed to the Wyoming State Investment","page_number":64,"box":{"x":89,"y":429,"width":860,"height":13}},{"id":"23df1538-d63b-4109-9980-9c5e988f2475","block_type":"box","text":"Funds Committee in 2022. She became a member of the Governing Council of the Independent Directors Council in 2018.","page_number":64,"box":{"x":89,"y":445,"width":851,"height":12}},{"id":"2f6dc858-5664-4467-867b-e6f8ea3079e3","block_type":"box","text":"She served as a Director of the Senior Center of Jackson Hole from 2020 to 2023 and of the Jackson Hole Center for the Arts","page_number":64,"box":{"x":88,"y":460,"width":865,"height":11}},{"id":"e19db2dd-4644-4927-8f0a-8110b16d6fb9","block_type":"box","text":"since 2021. She was President of the Board of Catholic Charities CYO, the largest social services agency in the San Francisco","page_number":64,"box":{"x":89,"y":475,"width":864,"height":12}},{"id":"7b676810-1220-4c3f-a6f5-b6e4926d178e","block_type":"box","text":"Bay Area, from 2007 to 2011 and a member of that board from 1992 to 2013. From 1973 to 1990 she worked at J.P.","page_number":64,"box":{"x":89,"y":490,"width":801,"height":12}},{"id":"1b476a30-01b7-4fe0-a8aa-f0c447254a5b","block_type":"box","text":"Morgan/Morgan Guaranty Trust doing international corporate finance and corporate lending, retiring as Managing Director","page_number":64,"box":{"x":89,"y":505,"width":867,"height":12}},{"id":"d6574961-9b3a-49ad-b92a-c62be4bef537","block_type":"box","text":"and Head of the West Coast Office. Ms. Herbert has been on numerous non-profit boards, chairing investment and finance","page_number":64,"box":{"x":89,"y":520,"width":857,"height":12}},{"id":"e89038ff-d5d8-45d3-8998-3a8e0835efac","block_type":"box","text":"committees. She holds a double major in economics and communications from Stanford University and an MBA from","page_number":64,"box":{"x":89,"y":535,"width":824,"height":13}},{"id":"c8e1d447-7ba7-454e-b00b-1c5d7897432c","block_type":"box","text":"Harvard Business School.","page_number":64,"box":{"x":89,"y":550,"width":175,"height":10}},{"id":"da18ab66-3fe8-492b-9fd1-a4cde0b4fda9","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":64,"box":{"x":88,"y":577,"width":867,"height":11}},{"id":"ce4df733-9bac-4d25-98a7-02d9930b35ab","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":64,"box":{"x":89,"y":592,"width":857,"height":11}},{"id":"a937efa6-0e7c-498b-8ec3-7d23ed515477","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":64,"box":{"x":89,"y":607,"width":856,"height":12}},{"id":"abea8be8-65ac-4ac7-b26f-5f2f7136d323","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":64,"box":{"x":89,"y":622,"width":850,"height":12}},{"id":"738fabc0-4941-4d90-bb91-e6fe016348ff","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":64,"box":{"x":89,"y":637,"width":850,"height":13}},{"id":"d1816dde-c4c7-443c-b733-08adadf0066b","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":64,"box":{"x":88,"y":652,"width":840,"height":13}},{"id":"bcc01502-da76-4e74-af9c-c4aea11d14b4","block_type":"box","text":"Committee Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving","page_number":64,"box":{"x":89,"y":668,"width":877,"height":12}},{"id":"9ad3bdb9-7f91-4c86-a70e-9c1b3901abac","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":64,"box":{"x":89,"y":683,"width":856,"height":12}},{"id":"0d4f89f8-cd05-430b-ab1d-6f7b5a11b653","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":64,"box":{"x":89,"y":698,"width":838,"height":12}},{"id":"c4a04b70-b5a7-4cef-bc52-06c72d3f2140","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":64,"box":{"x":89,"y":713,"width":867,"height":12}},{"id":"85aaba48-fd81-4e19-bf7e-4dc9079fb21b","block_type":"box","text":"is the author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management","page_number":64,"box":{"x":89,"y":728,"width":867,"height":12}},{"id":"52813e65-baa8-42c1-9d4e-feafa2dcdbb2","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":64,"box":{"x":89,"y":743,"width":850,"height":12}},{"id":"5f11da9c-ff60-4ecf-bada-2bb90e11ba12","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":64,"box":{"x":89,"y":758,"width":860,"height":13}},{"id":"889f10d3-cf34-44c3-b1bc-3e484a8467e0","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":64,"box":{"x":89,"y":773,"width":865,"height":13}},{"id":"d8d5e1da-4046-4010-ba43-69cfbf239261","block_type":"box","text":"Los Angeles.","page_number":64,"box":{"x":89,"y":788,"width":87,"height":13}},{"id":"5a7607e1-34dc-4a74-9be0-603798fc34c1","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":64,"box":{"x":89,"y":815,"width":865,"height":10}},{"id":"795c086e-2fba-41d1-b5ca-c77bdc5fd3ca","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":64,"box":{"x":89,"y":830,"width":839,"height":11}},{"id":"8c71b1d6-e747-43a7-a4d6-0ff0b99fbdf6","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":64,"box":{"x":89,"y":845,"width":821,"height":12}},{"id":"69e474b3-3e0a-4a49-80b3-bac74c37016b","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":64,"box":{"x":89,"y":860,"width":848,"height":13}},{"id":"1e616b24-f201-4b53-8c73-37428d00cfff","block_type":"box","text":"50","page_number":64,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"023800d7-9a32-4828-b91f-2ec3f9fd287a","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":65,"box":{"x":88,"y":44,"width":870,"height":12}},{"id":"e91a91c3-b6a2-46c8-b7b9-84d81763c8af","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":65,"box":{"x":89,"y":59,"width":839,"height":12}},{"id":"3b302822-9c34-4c63-8ab1-6b06b1bc2138","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":65,"box":{"x":89,"y":74,"width":846,"height":12}},{"id":"7b382d94-b4c8-487b-9885-375676e2662a","block_type":"box","text":"Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr.","page_number":65,"box":{"x":88,"y":89,"width":844,"height":13}},{"id":"4849e626-416e-4643-9611-798c73e7d7de","block_type":"box","text":"Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity","page_number":65,"box":{"x":89,"y":104,"width":804,"height":13}},{"id":"d99483c1-b304-4761-91d4-da1e747d0526","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":65,"box":{"x":89,"y":119,"width":859,"height":13}},{"id":"7d24d69d-070e-4d05-80af-f87a291d72bd","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":65,"box":{"x":89,"y":135,"width":806,"height":12}},{"id":"9351f610-1fdb-42c5-9030-06f2968191a9","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":65,"box":{"x":88,"y":161,"width":863,"height":12}},{"id":"cd124f63-b988-46b7-b7e9-b53407e806ee","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":65,"box":{"x":89,"y":176,"width":877,"height":12}},{"id":"eae54bab-812d-40c2-8271-ddfcbd5c9653","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":65,"box":{"x":89,"y":191,"width":877,"height":13}},{"id":"8349b5ab-c6e5-4410-bc69-e3bdacaeb04e","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":65,"box":{"x":89,"y":206,"width":852,"height":13}},{"id":"6dbf93ff-2d19-4739-a003-93cea288c40e","block_type":"box","text":"consulting services to this privately held firm that develops products and strategies for homeowners in managing the equity","page_number":65,"box":{"x":89,"y":222,"width":868,"height":12}},{"id":"f2c47d94-05a0-4384-9036-2a8d829ce624","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":65,"box":{"x":89,"y":237,"width":825,"height":11}},{"id":"bc3493c7-c3cb-4e01-8dc7-869caf07dd2f","block_type":"box","text":"previously served as Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight","page_number":65,"box":{"x":89,"y":252,"width":836,"height":12}},{"id":"b7f50c8c-195e-4d0a-a7a1-da40d81144cc","block_type":"box","text":"representing BGI’s shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide","page_number":65,"box":{"x":89,"y":267,"width":817,"height":12}},{"id":"04656e92-5925-4e98-be4d-6f5b1be490d1","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":65,"box":{"x":89,"y":282,"width":848,"height":12}},{"id":"cd8b6282-6ea3-4f4c-b477-ed59d3d6f236","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":65,"box":{"x":89,"y":297,"width":867,"height":12}},{"id":"791cc949-08ef-4715-8e3f-ddb3b7f98427","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":65,"box":{"x":89,"y":312,"width":840,"height":12}},{"id":"b7eea083-f925-4f45-8247-a2982641e719","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":65,"box":{"x":88,"y":327,"width":853,"height":13}},{"id":"209971d7-56b7-460f-a512-437905c86a85","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":65,"box":{"x":89,"y":342,"width":866,"height":13}},{"id":"79ba3508-1027-4956-93b4-e8c5a7373ca8","block_type":"box","text":"University of Chicago Booth School of Business.","page_number":65,"box":{"x":89,"y":358,"width":333,"height":12}},{"id":"6ecfbf86-ae4d-405f-bb70-b356b245f5fb","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":65,"box":{"x":89,"y":384,"width":866,"height":12}},{"id":"120ceb21-7c5d-4e7c-bd58-6e5702e85944","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":65,"box":{"x":88,"y":399,"width":854,"height":13}},{"id":"0529fbff-edc9-4648-87c3-b47ed1aa5f59","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":65,"box":{"x":89,"y":414,"width":869,"height":13}},{"id":"07992e12-1f01-434a-9ad6-814296266be5","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":65,"box":{"x":89,"y":429,"width":858,"height":13}},{"id":"0daab465-0181-4269-ad3e-b787f3d40ff0","block_type":"box","text":"the University of Chicago Booth School of Business and also serves as Chair of the Board for the Center for Research in","page_number":65,"box":{"x":88,"y":445,"width":828,"height":12}},{"id":"c65f155a-043b-44f4-9690-eff4019fba94","block_type":"box","text":"Security Prices, LLC, an affiliate of the University of Chicago Booth School of Business, since 2020. He has served on the","page_number":65,"box":{"x":88,"y":460,"width":835,"height":12}},{"id":"4408d879-9524-434a-8a6b-f29e5320bc31","block_type":"box","text":"Advisory Board of C.M. Capital Corporation since 2016 and as a Director of C.M. Capital Corporation since 2020. Mr. Rajan","page_number":65,"box":{"x":88,"y":475,"width":852,"height":12}},{"id":"16683f63-74c0-4faa-ac61-932fe57faf10","block_type":"box","text":"has served as a director of WellBe Senior Medical since 2023. From 2001 to 2017, Mr. Rajan was the Robert K. Jaedicke","page_number":65,"box":{"x":89,"y":490,"width":821,"height":12}},{"id":"4de17a91-7d34-4120-92db-6d352ac7cbc7","block_type":"box","text":"Professor of Accounting at the Stanford University Graduate School of Business. In April 2017, he received the school’s Robert","page_number":65,"box":{"x":89,"y":505,"width":877,"height":12}},{"id":"857bcf6a-8b27-442f-a0d0-7c82a7303c04","block_type":"box","text":"T. Davis Award for Lifetime Achievement and Service. He has taught accounting for over 25 years to undergraduate, MBA","page_number":65,"box":{"x":88,"y":520,"width":850,"height":12}},{"id":"7acae305-edf7-48aa-ab14-f536a5851644","block_type":"box","text":"and law students, as well as to senior executives. From 2010 to 2016, Mr. Rajan served as the Senior Associate Dean for","page_number":65,"box":{"x":89,"y":535,"width":833,"height":13}},{"id":"74f68ce1-d853-4b57-bb9e-d374d5b0d977","block_type":"box","text":"Academic Affairs and head of the MBA Program at the Stanford University Graduate School of Business. Mr. Rajan served as","page_number":65,"box":{"x":88,"y":550,"width":867,"height":13}},{"id":"acbad4b5-0889-40e3-aae9-d8626de84463","block_type":"box","text":"editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost Accounting: A Managerial Emphasis,” a","page_number":65,"box":{"x":89,"y":565,"width":842,"height":13}},{"id":"28e64e24-b523-4e80-828d-4400e7882869","block_type":"box","text":"leading cost accounting textbook. From 2013 to 2018, Mr. Rajan served on the Board of Directors of Cavium Inc., a","page_number":65,"box":{"x":89,"y":581,"width":798,"height":12}},{"id":"2900b9ec-45e5-490d-b257-289cff4835c7","block_type":"box","text":"semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon University.","page_number":65,"box":{"x":89,"y":596,"width":775,"height":12}},{"id":"617f10bc-36eb-457f-a06f-37027153424f","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":65,"box":{"x":89,"y":622,"width":417,"height":12}},{"id":"7afb1631-d8e5-4267-99fe-4c30e9ddf37b","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":65,"box":{"x":89,"y":649,"width":867,"height":12}},{"id":"f6707e74-5182-46c4-806d-1a506ad30046","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":65,"box":{"x":89,"y":664,"width":855,"height":12}},{"id":"c591adda-0347-4eeb-8cea-a10e75e67692","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":65,"box":{"x":89,"y":679,"width":847,"height":12}},{"id":"96684d18-9fbb-4bab-80dd-e95231cbf9fa","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":65,"box":{"x":89,"y":694,"width":842,"height":12}},{"id":"2af5bf3e-e050-4983-91c2-94962909f68d","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":65,"box":{"x":89,"y":709,"width":872,"height":12}},{"id":"11966b01-0c12-487c-9143-3e2ad1a5d1cc","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":65,"box":{"x":89,"y":724,"width":829,"height":13}},{"id":"596307b0-8b73-485a-bfb1-e803827c805a","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":65,"box":{"x":89,"y":739,"width":819,"height":13}},{"id":"8aee8cab-62c9-4dda-986a-899ad72c9e07","block_type":"box","text":"providers to the Trust.","page_number":65,"box":{"x":89,"y":754,"width":153,"height":13}},{"id":"f86df14d-79ec-47a1-bf34-d6be5489da43","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":65,"box":{"x":88,"y":781,"width":871,"height":12}},{"id":"91749549-3bed-4105-afe7-6cc99cae4172","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":65,"box":{"x":89,"y":796,"width":872,"height":12}},{"id":"b6b4d515-5930-40e5-8d61-f1962485d208","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":65,"box":{"x":89,"y":811,"width":865,"height":12}},{"id":"a71624ec-0332-438d-9fdc-8922d79e3733","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":65,"box":{"x":89,"y":826,"width":863,"height":13}},{"id":"58cd7349-4edc-4409-bca9-1b9771ebbaea","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":65,"box":{"x":89,"y":841,"width":803,"height":13}},{"id":"2a5f8003-9819-4063-b0ce-c3515fa7854d","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":65,"box":{"x":89,"y":856,"width":862,"height":13}},{"id":"0427ffdd-0e0f-4f4f-9fe7-c0e2d7618f95","block_type":"box","text":"51","page_number":65,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"00aaf903-273e-4f7c-9c54-bcb04f57440b","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":66,"box":{"x":88,"y":44,"width":863,"height":12}},{"id":"3fcaa67c-19ab-40e9-9c97-7174e0ef8d6f","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":66,"box":{"x":88,"y":59,"width":857,"height":12}},{"id":"0f17a586-00e9-4edb-b256-1341e4d34454","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":66,"box":{"x":89,"y":74,"width":816,"height":12}},{"id":"eb15a410-0328-456a-bf0e-368878534102","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":66,"box":{"x":89,"y":89,"width":877,"height":13}},{"id":"1176f595-f1d5-45e9-a6e1-0313435fcc0a","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":66,"box":{"x":89,"y":104,"width":824,"height":13}},{"id":"f01e924a-687f-4e1f-abba-badaa1de52de","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":66,"box":{"x":89,"y":119,"width":862,"height":13}},{"id":"89c03ff6-aa70-4161-9dc1-be00450ddbcb","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":66,"box":{"x":88,"y":135,"width":798,"height":12}},{"id":"c4cec387-90ce-4a92-8518-40a57b48c3af","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":66,"box":{"x":89,"y":150,"width":823,"height":12}},{"id":"8c9bbdce-5ae9-4b8d-86f8-a112d70b06bb","block_type":"box","text":"enhance effective oversight.","page_number":66,"box":{"x":89,"y":165,"width":194,"height":12}},{"id":"668b6154-4b55-493a-bc93-67fc641d21e9","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":66,"box":{"x":89,"y":191,"width":866,"height":13}},{"id":"4a452dc6-be6c-41b1-9c21-0341e116057c","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":66,"box":{"x":88,"y":206,"width":845,"height":13}},{"id":"1551687e-d730-4b8b-9134-1d46a8e1de2c","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":66,"box":{"x":89,"y":222,"width":836,"height":12}},{"id":"065a8579-686c-4962-922b-5251787fa43a","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":66,"box":{"x":89,"y":237,"width":813,"height":12}},{"id":"52faff51-07a5-4a87-bbdd-b47aef63d334","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":66,"box":{"x":89,"y":252,"width":860,"height":12}},{"id":"cee6f821-2364-4da4-80ab-bbdd1bed2818","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":66,"box":{"x":89,"y":267,"width":831,"height":12}},{"id":"7493e2aa-58a7-42fc-ad6e-cc34a7ddbc3e","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":66,"box":{"x":89,"y":282,"width":824,"height":12}},{"id":"45999538-5d77-431d-a4cc-a7f54d95ee93","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":66,"box":{"x":89,"y":297,"width":828,"height":12}},{"id":"7bc2bdac-d507-407a-a837-31dfdd1220d9","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":66,"box":{"x":89,"y":312,"width":874,"height":13}},{"id":"f879e426-61ae-4e8e-a7f3-fa70094dc698","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":66,"box":{"x":89,"y":327,"width":871,"height":13}},{"id":"6569382f-00bc-4651-b0a2-d92bdcc069c6","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":66,"box":{"x":89,"y":342,"width":858,"height":13}},{"id":"dd3a40b1-b761-49b6-887b-5a8e1672bb2b","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":66,"box":{"x":88,"y":358,"width":848,"height":12}},{"id":"c46a2305-8441-4df6-a9b0-6e82e3e338fe","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":66,"box":{"x":89,"y":373,"width":853,"height":12}},{"id":"1ff2588c-c0f6-46d4-a91b-e9676e2facc8","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":66,"box":{"x":88,"y":388,"width":864,"height":12}},{"id":"8a11bb0f-d402-4b7f-be88-8913a9f88531","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":66,"box":{"x":89,"y":403,"width":850,"height":12}},{"id":"3f238e4a-019c-4c97-8490-dca8f7e86901","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":66,"box":{"x":89,"y":418,"width":824,"height":12}},{"id":"af5d528d-491b-49d7-b710-893ab611886b","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting each Fund, and addresses them in","page_number":66,"box":{"x":89,"y":433,"width":841,"height":13}},{"id":"5a114ba3-0745-4302-8d63-be31c8ed5a7a","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Funds’ independent registered public","page_number":66,"box":{"x":89,"y":448,"width":849,"height":13}},{"id":"76941501-561d-4e4d-9922-2e78dbfc7dde","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":66,"box":{"x":89,"y":463,"width":867,"height":13}},{"id":"b9ce6298-c83b-47fb-8a05-fdf50212c2de","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":66,"box":{"x":89,"y":479,"width":876,"height":12}},{"id":"46d4c3a5-2d22-4751-b469-830379bd0c27","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":66,"box":{"x":88,"y":494,"width":783,"height":12}},{"id":"ea005df6-ee22-4774-93c8-58f3dc445f0d","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":66,"box":{"x":89,"y":509,"width":821,"height":12}},{"id":"6da03266-83d2-4de4-967e-b4b9e9592804","block_type":"box","text":"oversight role does not make it a guarantor of the Funds’ investment performance or other activities.","page_number":66,"box":{"x":89,"y":524,"width":704,"height":12}},{"id":"7adb3cdc-0513-4024-bccc-75f548809adc","block_type":"box","text":"Committees of the Board of Trustees.","page_number":66,"box":{"x":89,"y":550,"width":268,"height":10}},{"id":"7f37eb9c-aca5-4d16-b57c-7aeae488dcf7","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":66,"box":{"x":366,"y":550,"width":555,"height":13}},{"id":"22426209-89ba-4522-8fe7-d53a5a487219","block_type":"box","text":"Fagnani (Co-Chair from January 1, 2025 to June 30, 2025), Cecilia H. Herbert and John E. Martinez, each of whom is an","page_number":66,"box":{"x":89,"y":565,"width":825,"height":13}},{"id":"3ecff9c8-0385-4ddf-a063-bd363871e9a7","block_type":"box","text":"Independent Trustee. The purposes of the Audit Committee are to assist the Board (i) in its oversight of the Trust’s","page_number":66,"box":{"x":89,"y":581,"width":800,"height":12}},{"id":"60f5200a-6447-41a4-b89f-e880753b951e","block_type":"box","text":"accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of","page_number":66,"box":{"x":89,"y":596,"width":871,"height":12}},{"id":"c9230723-5944-48f5-9bcc-318eb8f00a75","block_type":"box","text":"the Trust; (ii) in its oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating","page_number":66,"box":{"x":88,"y":611,"width":879,"height":12}},{"id":"8c8c7f0c-e2bd-4c67-aab3-f538a9d0a3c0","block_type":"box","text":"and, where deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be","page_number":66,"box":{"x":89,"y":626,"width":868,"height":12}},{"id":"24af9907-fec6-421a-a85f-98d178e1462a","block_type":"box","text":"proposed for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent","page_number":66,"box":{"x":89,"y":641,"width":805,"height":12}},{"id":"170bd37c-ccfb-4358-8584-e714b83b3689","block_type":"box","text":"accountants; (v) in complying with legal and regulatory requirements that relate to the Trust’s accounting and financial","page_number":66,"box":{"x":89,"y":656,"width":835,"height":13}},{"id":"05774638-33ce-4546-a578-d289f93483e1","block_type":"box","text":"reporting, internal controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as","page_number":66,"box":{"x":89,"y":671,"width":854,"height":13}},{"id":"a50e39b2-b8ca-4e4f-a65f-cf464e5d0e2d","block_type":"box","text":"may be delegated by the Board. The Audit Committee met five times during the fiscal year ended July 31, 2025.","page_number":66,"box":{"x":89,"y":686,"width":773,"height":13}},{"id":"94e793da-6aad-460f-a89f-8feb68e7ca3e","block_type":"box","text":"The members of the Nominating and Governance Committee are Madhav V. Rajan (Chair), Richard L. Fagnani, Laura F.","page_number":66,"box":{"x":88,"y":713,"width":830,"height":12}},{"id":"f3c3c300-d030-4eee-9299-27b9881dfdef","block_type":"box","text":"Fergerson, and Cecilia H. Herbert, each of whom is an Independent Trustee. The Nominating and Governance Committee","page_number":66,"box":{"x":89,"y":728,"width":848,"height":12}},{"id":"36d72bbf-3865-4fa2-9e36-357c43a348dc","block_type":"box","text":"nominates individuals for Independent Trustee membership on the Board and recommends appointments to the Advisory","page_number":66,"box":{"x":89,"y":743,"width":855,"height":12}},{"id":"dafb6877-27de-4050-86ad-5195335ae41a","block_type":"box","text":"Board. The Nominating and Governance Committee functions include, but are not limited to, the following: (i) reviewing the","page_number":66,"box":{"x":89,"y":758,"width":866,"height":13}},{"id":"242f4e9c-be90-4ac9-93dd-bda9856de72f","block_type":"box","text":"qualifications of any person properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the","page_number":66,"box":{"x":89,"y":773,"width":859,"height":13}},{"id":"fe44cbad-da38-4108-9d07-230bce8bfbe3","block_type":"box","text":"Board and current Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and","page_number":66,"box":{"x":89,"y":788,"width":827,"height":13}},{"id":"65fe962c-638e-4e98-bd09-67394562fa76","block_type":"box","text":"current Independent Trustees and/or for election as Independent Trustees by shareholders to fill any vacancy for a position","page_number":66,"box":{"x":89,"y":804,"width":861,"height":12}},{"id":"365ecf51-a902-46a7-a2d7-aeb9a4d63130","block_type":"box","text":"of Independent Trustee(s) on the Board; (iii) recommending to the Board and current Independent Trustees the size and","page_number":66,"box":{"x":89,"y":819,"width":839,"height":12}},{"id":"8f9f271c-2f28-46ee-801a-5ccf354a4d97","block_type":"box","text":"composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv)","page_number":66,"box":{"x":89,"y":834,"width":814,"height":12}},{"id":"71c46096-9817-445f-8d85-5239b564f658","block_type":"box","text":"recommending a current Independent Trustee to the Board and current Independent Trustees to serve as Board Chair; (v)","page_number":66,"box":{"x":89,"y":849,"width":849,"height":12}},{"id":"445b9364-bb00-4e2f-8182-b9fe5c7d9c4a","block_type":"box","text":"periodic review of the Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the","page_number":66,"box":{"x":89,"y":864,"width":820,"height":12}},{"id":"9b0f2dee-2505-4cfa-8da6-65c358821cda","block_type":"box","text":"52","page_number":66,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"792d1bec-f84b-4b43-85ff-ddd789b1efce","block_type":"box","text":"Independent Trustees for their services as Trustees, members or chairpersons of committees of the Board, Board Chair and","page_number":67,"box":{"x":89,"y":44,"width":859,"height":12}},{"id":"3015cf35-b0b6-4da2-bbdd-364b15bbbb6d","block_type":"box","text":"any other positions as the Nominating and Governance Committee considers appropriate. The Nominating and Governance","page_number":67,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"8988effd-942a-4e79-b8db-62fbba8d150f","block_type":"box","text":"Committee does not consider Board nominations recommended by shareholders (acting solely in their capacity as a","page_number":67,"box":{"x":89,"y":74,"width":812,"height":12}},{"id":"d2e0ca16-b04b-4796-8c91-4f9415c3ce4e","block_type":"box","text":"shareholder and not in any other capacity). The Nominating and Governance Committee met three times during the fiscal","page_number":67,"box":{"x":89,"y":89,"width":852,"height":13}},{"id":"9aad120e-3476-41f2-a663-1b5afb79e0ce","block_type":"box","text":"year ended July 31, 2025.","page_number":67,"box":{"x":88,"y":104,"width":173,"height":13}},{"id":"2acd96de-a0c2-4979-8be6-cf988b41f2a5","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":67,"box":{"x":89,"y":131,"width":831,"height":12}},{"id":"9c140583-8d0d-477a-a587-415d3a5aa86c","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":67,"box":{"x":89,"y":146,"width":865,"height":12}},{"id":"362d5159-faaf-458c-ab62-8437b0450e77","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":67,"box":{"x":88,"y":161,"width":823,"height":12}},{"id":"2aba9e69-d56c-4050-bc4f-46e6c49653f0","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":67,"box":{"x":89,"y":176,"width":877,"height":13}},{"id":"0c4f736d-1b2e-4d64-9f5a-e89504ad0b09","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":67,"box":{"x":88,"y":191,"width":861,"height":13}},{"id":"85165fd6-8cdb-4d6c-9fd7-a0d001214a51","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":67,"box":{"x":89,"y":206,"width":868,"height":13}},{"id":"c91dc67e-3bc1-4c5c-93ac-f45b7af46018","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":67,"box":{"x":89,"y":222,"width":847,"height":12}},{"id":"5b020a99-08b2-412d-9387-9a8d89df5b05","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended July 31, 2025.","page_number":67,"box":{"x":88,"y":237,"width":595,"height":12}},{"id":"3bcb58c0-262d-4a66-b51b-3897351b3ef0","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":67,"box":{"x":88,"y":263,"width":837,"height":12}},{"id":"f7ba061c-bf77-483b-9b87-19d29aaa2a4a","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":67,"box":{"x":89,"y":278,"width":868,"height":13}},{"id":"1eac3b5a-3b57-49e4-8b91-a678758e248e","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":67,"box":{"x":89,"y":293,"width":840,"height":13}},{"id":"45e460df-1629-4dd9-a4af-fa670ef181f0","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":67,"box":{"x":88,"y":308,"width":819,"height":13}},{"id":"33fd74ba-827a-434f-b2ca-2e141c71d20c","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":67,"box":{"x":89,"y":324,"width":877,"height":12}},{"id":"63556b18-7576-4de4-90da-ca5e2006b9fb","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":67,"box":{"x":89,"y":339,"width":854,"height":12}},{"id":"c2c0dfe1-0706-479f-b597-f8f1ef3ddaee","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":67,"box":{"x":89,"y":354,"width":869,"height":12}},{"id":"b25684aa-357d-40d6-a867-5fc77d33edbe","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":67,"box":{"x":89,"y":369,"width":855,"height":12}},{"id":"1dfb8cc0-05df-4232-b97a-d73a7a1f67ce","block_type":"box","text":"Trust’s agreement with the securities lending agent. The Securities Lending Committee met six times during the fiscal year","page_number":67,"box":{"x":88,"y":384,"width":859,"height":12}},{"id":"6d29167c-e38a-421c-8ed0-1ba895328925","block_type":"box","text":"ended July 31, 2025.","page_number":67,"box":{"x":89,"y":399,"width":138,"height":13}},{"id":"245f2f8b-e3ab-448c-9c7a-873c621980dc","block_type":"box","text":"The members of the Equity Plus Committee are John E. Martinez (Chair), Jane D. Carlin, Richard L. Fagnani, and Cecilia H.","page_number":67,"box":{"x":88,"y":426,"width":843,"height":12}},{"id":"89e398a7-134c-4ec7-9255-e86af664843f","block_type":"box","text":"Herbert, each of whom is an Independent Trustee. The principal responsibilities of the Equity Plus Committee are to support,","page_number":67,"box":{"x":89,"y":441,"width":870,"height":12}},{"id":"788c0f26-10de-44e2-b3b1-fa7b52b09651","block_type":"box","text":"oversee and organize on behalf of the Board the process for oversight of Trust performance and related matters for equity","page_number":67,"box":{"x":89,"y":456,"width":851,"height":12}},{"id":"d5b2fa25-a4e1-4b0c-bf0b-40c3a82318a5","block_type":"box","text":"funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading","page_number":67,"box":{"x":88,"y":471,"width":865,"height":12}},{"id":"4fc9d3e2-1540-453f-91e8-f4dc48e3d8e3","block_type":"box","text":"and changes in net assets to identify any matters that should be brought to the attention of the Board; and (ii) considering","page_number":67,"box":{"x":89,"y":486,"width":856,"height":12}},{"id":"7f2cc681-81d3-4f1c-8efa-4a495dde4a28","block_type":"box","text":"any performance or investment related matters as may be delegated to the Committee by the Board from time to time and","page_number":67,"box":{"x":89,"y":501,"width":856,"height":13}},{"id":"eb62328a-3a99-4b27-9111-86b21b3a2183","block_type":"box","text":"providing a report or recommendation to the Board as appropriate. The Equity Plus Committee met four times during the","page_number":67,"box":{"x":89,"y":516,"width":847,"height":13}},{"id":"f7609946-1831-43a1-ba82-89b728433212","block_type":"box","text":"fiscal year ended July 31, 2025.","page_number":67,"box":{"x":88,"y":531,"width":213,"height":13}},{"id":"d20271ce-8ec4-41f1-84c5-4661997b183f","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":67,"box":{"x":88,"y":558,"width":880,"height":12}},{"id":"5d4f4aff-0be2-4676-bff1-cbf3dc123cb8","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":67,"box":{"x":88,"y":573,"width":862,"height":12}},{"id":"49db2550-5e44-4d0e-88c3-d97dd3d581c9","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":67,"box":{"x":89,"y":588,"width":866,"height":12}},{"id":"9ba95cbd-44e3-4f50-9596-a3566ae0e0d4","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":67,"box":{"x":88,"y":603,"width":879,"height":13}},{"id":"f0b1f3ca-1ac6-4a57-927d-4f97a7e977d8","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":67,"box":{"x":89,"y":618,"width":852,"height":13}},{"id":"80db6594-21a2-4f62-aa68-a2b65e0ac149","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":67,"box":{"x":89,"y":633,"width":843,"height":13}},{"id":"8025d3be-4c85-4e6f-8092-107560423565","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":67,"box":{"x":89,"y":649,"width":833,"height":12}},{"id":"2e173358-d3de-4740-b204-011dc6228f8f","block_type":"box","text":"Committee met four times during the fiscal year ended July 31, 2025.","page_number":67,"box":{"x":89,"y":664,"width":479,"height":12}},{"id":"0b51723f-44bf-435b-b524-0d3285e60747","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":67,"box":{"x":88,"y":690,"width":838,"height":13}},{"id":"5f3ec1a9-a6b9-4bca-9147-166c16ae8894","block_type":"box","text":"2025), Cecilia H. Herbert, Drew E. Lawton and Madhav V. Rajan, each of whom is an Independent Trustee. The principal","page_number":67,"box":{"x":89,"y":705,"width":834,"height":13}},{"id":"686080c1-8f29-4ac5-b698-f6739cbe4107","block_type":"box","text":"responsibility of the Risk Committee is to consider and organize on behalf of the Board risk related matters of the Funds so","page_number":67,"box":{"x":89,"y":720,"width":856,"height":13}},{"id":"59854039-8573-4c0f-bb89-5661d652eeb0","block_type":"box","text":"the Board may most effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The","page_number":67,"box":{"x":88,"y":736,"width":850,"height":12}},{"id":"e9f53229-434e-4de3-b26f-3e094e9b35ac","block_type":"box","text":"Risk Committee met five times during the fiscal year ended July 31, 2025.","page_number":67,"box":{"x":89,"y":751,"width":508,"height":12}},{"id":"fac7d3ed-f9f9-414d-93c3-e9c66acab183","block_type":"box","text":"As the Chair of the Board, John E. Kerrigan may serve as an ex-officio member of each Committee.","page_number":67,"box":{"x":88,"y":777,"width":685,"height":12}},{"id":"e65e41ad-7d76-4fa2-8338-cc43aa9a999c","block_type":"box","text":"The following table sets forth, as of December 31, 2024, the dollar range of equity securities beneficially owned by each","page_number":67,"box":{"x":88,"y":804,"width":833,"height":12}},{"id":"0e34d124-5a94-40b3-92a6-ea5d1e976e5e","block_type":"box","text":"Trustee in the Funds and in other registered investment companies overseen by the Trustee within the same family of","page_number":67,"box":{"x":88,"y":819,"width":824,"height":12}},{"id":"06e56e1a-85a7-4be2-82fd-e0146fbe2ce9","block_type":"box","text":"investment companies as the Trust. If a fund is not listed below, the Trustee did not own any securities in that fund as of the","page_number":67,"box":{"x":89,"y":834,"width":866,"height":12}},{"id":"bf76766b-f3d8-46c7-98ed-96d458e03e56","block_type":"box","text":"date indicated above:","page_number":67,"box":{"x":89,"y":849,"width":148,"height":10}},{"id":"c58796ae-9192-4842-a9ab-cff3057d31d2","block_type":"box","text":"53","page_number":67,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"3e66cc0c-4906-4108-b9c4-b4fa2ea52493","block_type":"box","text":"Name Fund","page_number":68,"box":{"x":145,"y":105,"width":302,"height":8}},{"id":"f31c5507-29a3-434a-aa71-e5512c4b9189","block_type":"box","text":"Dollar Range of Equity","page_number":68,"box":{"x":647,"y":95,"width":128,"height":10}},{"id":"f3456c93-6489-421c-8fdb-4c2e813b87a4","block_type":"box","text":"Securities in Named Fund","page_number":68,"box":{"x":637,"y":105,"width":147,"height":8}},{"id":"d6d0ddf1-f39e-401b-97df-124f018eee66","block_type":"box","text":"Aggregate Dollar Range","page_number":68,"box":{"x":821,"y":45,"width":138,"height":9}},{"id":"2c22a94a-9603-4eb1-a2f7-3491f3fca59a","block_type":"box","text":"of Equity Securities in all","page_number":68,"box":{"x":820,"y":55,"width":140,"height":9}},{"id":"9d43997b-6045-4f74-947a-e71f75a443f9","block_type":"box","text":"Registered Investment","page_number":68,"box":{"x":826,"y":65,"width":129,"height":10}},{"id":"97ced4cf-7593-4043-86fa-ffd68a86d537","block_type":"box","text":"Companies Overseen by","page_number":68,"box":{"x":821,"y":75,"width":139,"height":10}},{"id":"aa41c6b2-4c16-42f6-aabf-6723a6f06349","block_type":"box","text":"Trustee","page_number":68,"box":{"x":868,"y":85,"width":43,"height":8}},{"id":"3083d1f2-e132-46b5-be4a-427dcdf7385d","block_type":"box","text":"in Family of","page_number":68,"box":{"x":857,"y":95,"width":67,"height":10}},{"id":"3d69a513-4fe4-40c5-afe5-2867b2f9bc8e","block_type":"box","text":"Investment Companies","page_number":68,"box":{"x":825,"y":105,"width":131,"height":10}},{"id":"976c6219-11c7-43cd-b946-992f02c7dd96","block_type":"box","text":"Robert S. 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Kapito None Not Applicable Not Applicable None","page_number":71,"box":{"x":89,"y":627,"width":846,"height":13}},{"id":"1975b99e-0eae-4882-bc17-6307a3be61ec","block_type":"box","text":"Stephen Cohen","page_number":71,"box":{"x":88,"y":642,"width":107,"height":13}},{"id":"6f127611-a036-4f3b-bb24-6f1e5bc7a0c1","block_type":"box","text":"3","page_number":71,"box":{"x":196,"y":641,"width":6,"height":6}},{"id":"8d61c62f-2784-47d1-bd53-9254b32c7e6c","block_type":"box","text":"None Not Applicable Not Applicable None","page_number":71,"box":{"x":444,"y":642,"width":491,"height":13}},{"id":"1915cd65-73d1-477f-b820-1c3f6aa3ab53","block_type":"box","text":"Independent Trustees:","page_number":71,"box":{"x":88,"y":673,"width":155,"height":12}},{"id":"f4ad122e-0655-481e-a6fe-2be3628c4397","block_type":"box","text":"Jane D. 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As such, BlackRock is or may be actively engaged in transactions in the same","page_number":73,"box":{"x":89,"y":404,"width":839,"height":13}},{"id":"b8c6bd8b-3023-47aa-9a52-af553b2730f7","block_type":"box","text":"securities, currencies, and instruments in which a Fund invests.","page_number":73,"box":{"x":89,"y":419,"width":441,"height":12}},{"id":"78be0d14-2cf3-4c6a-b809-cdeb97df2273","block_type":"box","text":"Such activities could affect the prices and availability of the securities, currencies, and instruments in which a Fund invests,","page_number":73,"box":{"x":88,"y":446,"width":859,"height":12}},{"id":"223c8494-6ef7-4923-be5e-936f6dd44976","block_type":"box","text":"which could have an adverse impact on a Fund’s performance. Such transactions, particularly in respect of most proprietary","page_number":73,"box":{"x":88,"y":461,"width":868,"height":12}},{"id":"9fa4c873-e409-4829-88fe-f81e554add0f","block_type":"box","text":"accounts or client accounts, will be executed independently of a Fund’s transactions and thus at prices or rates that may be","page_number":73,"box":{"x":89,"y":476,"width":865,"height":12}},{"id":"883bc70f-2846-444f-b362-3e201417294e","block_type":"box","text":"more or less favorable than those obtained by the Fund. In addition, the portfolio holdings of certain BlackRock-advised","page_number":73,"box":{"x":89,"y":491,"width":835,"height":12}},{"id":"9c1ebd04-5bbe-43c5-b139-8e22e41a53fd","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":73,"box":{"x":89,"y":506,"width":877,"height":13}},{"id":"c2610bc5-e62c-403d-8ef6-452c4870fff4","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":73,"box":{"x":89,"y":521,"width":842,"height":13}},{"id":"119c5ba7-03a9-4f5c-ab90-49df981c85c3","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":73,"box":{"x":89,"y":536,"width":875,"height":13}},{"id":"a8385e6f-0e86-4808-8eac-a8b452ee546f","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":73,"box":{"x":89,"y":552,"width":879,"height":12}},{"id":"3a0b1db7-2100-4455-ab00-726a73c478aa","block_type":"box","text":"such Fund based on the information received.","page_number":73,"box":{"x":89,"y":567,"width":319,"height":9}},{"id":"879b5a7d-5021-4112-8899-2ea4a62a2228","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":73,"box":{"x":88,"y":593,"width":806,"height":13}},{"id":"4e739407-1967-45db-81e2-ad5e03ab5a83","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":73,"box":{"x":89,"y":608,"width":872,"height":13}},{"id":"da1e15d1-1a18-4fed-ac10-f2cd8677b8ee","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":73,"box":{"x":89,"y":623,"width":814,"height":13}},{"id":"cc5beca1-74df-474f-90a9-9b2f52eb1b0e","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":73,"box":{"x":88,"y":639,"width":816,"height":12}},{"id":"41f337a5-5d6c-42d1-8d82-5e8a12e35480","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":73,"box":{"x":89,"y":654,"width":876,"height":12}},{"id":"d52fde05-fc56-4cf2-b02e-6291c08a998f","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":73,"box":{"x":89,"y":669,"width":855,"height":12}},{"id":"00e58d1b-4ecb-49c1-a833-be0c38618f85","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":73,"box":{"x":88,"y":684,"width":815,"height":12}},{"id":"ac3d8a00-a36e-4467-b21f-9475ac44f013","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":73,"box":{"x":89,"y":699,"width":838,"height":12}},{"id":"0286a6ca-ed7a-41a4-873f-8786c1cc2726","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":73,"box":{"x":89,"y":714,"width":874,"height":12}},{"id":"9e609d40-45c1-4100-a303-416924db04be","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":73,"box":{"x":88,"y":729,"width":835,"height":13}},{"id":"b9185355-f09a-42e3-a2ab-32fdaf64a6e1","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":73,"box":{"x":89,"y":744,"width":821,"height":13}},{"id":"a06755f3-361c-4ab8-aad7-2577b3aed2dc","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":73,"box":{"x":89,"y":759,"width":858,"height":13}},{"id":"efe7e4da-0d39-4e68-bbe6-4f8c3e7d8394","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":73,"box":{"x":89,"y":775,"width":866,"height":12}},{"id":"07eb5a65-20b8-434c-92ca-6f63ce76c690","block_type":"box","text":"so.","page_number":73,"box":{"x":89,"y":793,"width":18,"height":6}},{"id":"dc63ddeb-52c1-442c-8095-158bcd875d44","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":73,"box":{"x":89,"y":816,"width":878,"height":13}},{"id":"18589e7d-63bf-4e7c-b6f9-6ded311ea0f9","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":73,"box":{"x":89,"y":831,"width":869,"height":13}},{"id":"45fab756-80f9-4ff6-984e-56a37bf0a6c3","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":73,"box":{"x":89,"y":846,"width":874,"height":13}},{"id":"0381d24a-037a-4298-9f2c-cb2faf395e17","block_type":"box","text":"59","page_number":73,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"42af2f5c-6fa4-4241-af14-3932cb23a5aa","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":74,"box":{"x":89,"y":44,"width":879,"height":12}},{"id":"778ba628-d662-48fe-844b-d912d0afa094","block_type":"box","text":"its other accounts or funds.","page_number":74,"box":{"x":89,"y":59,"width":191,"height":10}},{"id":"02931e03-163f-4cd4-929a-b31fda51f402","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":74,"box":{"x":89,"y":85,"width":875,"height":13}},{"id":"c0fd6dea-b866-4d6e-b4a0-9ba25062c8f1","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":74,"box":{"x":88,"y":101,"width":854,"height":12}},{"id":"1c7b7090-9109-445b-850f-c4c6f247a61e","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":74,"box":{"x":89,"y":116,"width":835,"height":12}},{"id":"692aacad-be4f-470b-8e72-f40b756081d8","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":74,"box":{"x":89,"y":131,"width":861,"height":12}},{"id":"daf747b6-4643-4d9e-be64-7424e5111a2e","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":74,"box":{"x":89,"y":146,"width":850,"height":12}},{"id":"1f0b20e7-25e1-4bb8-91cb-522989ed0965","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":74,"box":{"x":89,"y":161,"width":845,"height":12}},{"id":"97b98599-6047-4dbe-a832-1bff5ba6c027","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":74,"box":{"x":89,"y":176,"width":864,"height":13}},{"id":"10c7e517-0da8-4963-872b-fe8f95afec19","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":74,"box":{"x":89,"y":191,"width":866,"height":13}},{"id":"ecd8744f-5540-4da6-9628-8061c350ef57","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":74,"box":{"x":89,"y":206,"width":831,"height":13}},{"id":"57ecc8a2-3c33-454d-9514-6936b2d17a96","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":74,"box":{"x":89,"y":222,"width":841,"height":12}},{"id":"29e9316b-44f8-4f67-943e-4d8a3a3f3851","block_type":"box","text":"behalf of the Funds.","page_number":74,"box":{"x":89,"y":237,"width":138,"height":9}},{"id":"ba420667-324d-4e5e-aa16-6cfac41b9031","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":74,"box":{"x":89,"y":263,"width":815,"height":12}},{"id":"9b74eed5-82e7-4640-b94c-c827e9c86499","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":74,"box":{"x":89,"y":278,"width":870,"height":13}},{"id":"579acef2-d5e7-47e1-8aad-2830af181889","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":74,"box":{"x":89,"y":293,"width":863,"height":13}},{"id":"df48707a-bd2e-4b16-828f-ca24778f9937","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":74,"box":{"x":89,"y":308,"width":541,"height":13}},{"id":"1161e316-9531-4777-8e63-73a32ed3593f","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":74,"box":{"x":89,"y":335,"width":827,"height":12}},{"id":"981b98c0-a879-49fa-8470-583c7b5fb883","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":74,"box":{"x":89,"y":350,"width":865,"height":12}},{"id":"a91d2579-a48d-4a27-8e1d-acfec4ffa622","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":74,"box":{"x":89,"y":365,"width":804,"height":12}},{"id":"9fc4d818-3579-4b6d-ba94-e419db588bfe","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":74,"box":{"x":89,"y":380,"width":872,"height":13}},{"id":"fc947030-0365-4fec-9a50-93c23fa9cab9","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":74,"box":{"x":89,"y":395,"width":875,"height":13}},{"id":"d91361bd-3e7e-4b94-acfa-63dc1415b4df","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":74,"box":{"x":89,"y":410,"width":788,"height":13}},{"id":"fcb3f74f-95fe-4045-a986-a3dc5e4580da","block_type":"box","text":"transactions.","page_number":74,"box":{"x":88,"y":427,"width":90,"height":8}},{"id":"be29104d-ffb7-44ca-ae6d-c81082273fea","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":74,"box":{"x":89,"y":452,"width":839,"height":12}},{"id":"bfc8ee7c-cbd1-4598-b40f-c8b590a1c0b9","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":74,"box":{"x":89,"y":467,"width":878,"height":13}},{"id":"3351075a-6ad1-4805-b4b2-a46badc9b13e","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":74,"box":{"x":89,"y":482,"width":847,"height":13}},{"id":"a30a2e81-6304-4501-a8a4-ddc7cff4641a","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":74,"box":{"x":89,"y":497,"width":667,"height":13}},{"id":"13b6c035-6361-4686-b2f2-41a91d1087e1","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":74,"box":{"x":88,"y":524,"width":874,"height":12}},{"id":"77b49570-21ad-45cb-8000-3c410d453271","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":74,"box":{"x":89,"y":539,"width":873,"height":12}},{"id":"53504679-b3e9-46c6-aea0-00dce5326980","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":74,"box":{"x":89,"y":554,"width":851,"height":12}},{"id":"7acb733f-d4ad-4b87-bc1a-5e8606512074","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":74,"box":{"x":89,"y":569,"width":859,"height":13}},{"id":"a8ed0052-83fd-489a-95d9-cd8c98b7375a","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":74,"box":{"x":88,"y":584,"width":840,"height":13}},{"id":"921fcd4a-efeb-4d20-ba65-18a4ff8b0c3e","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":74,"box":{"x":89,"y":599,"width":433,"height":13}},{"id":"98b2636a-7db8-4c8b-a8be-0eb4211945cf","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":74,"box":{"x":89,"y":626,"width":838,"height":12}},{"id":"c976021e-296d-4fde-a884-174be73587ae","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":74,"box":{"x":89,"y":641,"width":845,"height":12}},{"id":"567b0e0e-ff14-403b-851e-2842c4413705","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":74,"box":{"x":89,"y":656,"width":839,"height":13}},{"id":"8f504f36-cab6-4b5d-829b-e21addded44c","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":74,"box":{"x":88,"y":671,"width":850,"height":13}},{"id":"7b4ebf95-f47c-491f-85a3-8bd729c05606","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":74,"box":{"x":89,"y":686,"width":867,"height":13}},{"id":"9c93d029-5cd9-4556-81b0-7658f454d24a","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":74,"box":{"x":89,"y":702,"width":850,"height":12}},{"id":"a72a2988-7cdb-4054-a7d1-f1cbf77a8fe5","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":74,"box":{"x":89,"y":717,"width":860,"height":12}},{"id":"73a996fc-45a1-491f-9cc7-605d1a632306","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":74,"box":{"x":88,"y":732,"width":678,"height":12}},{"id":"3e2a1a06-d372-4093-82e5-eb3e24b89b85","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":74,"box":{"x":89,"y":758,"width":859,"height":13}},{"id":"ba619134-1a1a-4df2-813e-eb71eac21e3d","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":74,"box":{"x":88,"y":773,"width":842,"height":13}},{"id":"ec77865a-3e68-4779-a16f-67fa74db570a","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":74,"box":{"x":89,"y":788,"width":854,"height":13}},{"id":"981a5ce9-fd3d-41ae-98f9-c50442275dd0","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":74,"box":{"x":89,"y":804,"width":815,"height":12}},{"id":"4e5b1203-b5cd-4b24-ae9c-0b20657cc162","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":74,"box":{"x":89,"y":819,"width":858,"height":12}},{"id":"10091379-ff0c-4d8e-bcaa-4e48b9ac4fb5","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":74,"box":{"x":89,"y":834,"width":818,"height":12}},{"id":"f88b1475-4c38-4c30-956f-3e54150b0f9d","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":74,"box":{"x":89,"y":849,"width":845,"height":12}},{"id":"0b84c846-8310-4841-a9b4-447ae8ebfefa","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":74,"box":{"x":88,"y":864,"width":568,"height":12}},{"id":"15022462-8597-4ed6-b9ef-50f274d87282","block_type":"box","text":"60","page_number":74,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"ef045f07-07f9-49cd-aeea-eed6aa8f68cf","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":75,"box":{"x":88,"y":44,"width":852,"height":12}},{"id":"060bfc1a-ed10-4fe1-9d10-6cf59edec956","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":75,"box":{"x":89,"y":59,"width":851,"height":12}},{"id":"ba60f74c-39ed-4b4a-aba7-eeda311d69dd","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":75,"box":{"x":89,"y":74,"width":875,"height":12}},{"id":"1ae73614-2661-496c-8f81-73b5aa1201dc","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":75,"box":{"x":89,"y":89,"width":869,"height":13}},{"id":"6e1f67f8-7bda-4433-83cc-9f270fb91e93","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":75,"box":{"x":89,"y":104,"width":868,"height":13}},{"id":"2d290528-0629-4465-a4fb-4839ecc3080c","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":75,"box":{"x":89,"y":119,"width":815,"height":13}},{"id":"da935842-0e1a-4658-a577-3225affc6f81","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":75,"box":{"x":89,"y":135,"width":865,"height":12}},{"id":"19ac18f7-62c3-4877-b4b1-fcade67b1fb7","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":75,"box":{"x":88,"y":150,"width":573,"height":12}},{"id":"d0c3fc32-9467-4214-95b3-5936b8866485","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":75,"box":{"x":89,"y":176,"width":835,"height":13}},{"id":"3e386af6-b404-43e9-bb1d-df0eb443b643","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":75,"box":{"x":89,"y":191,"width":817,"height":13}},{"id":"306a69dc-2abd-48ef-8616-49f644e5c4c9","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":75,"box":{"x":89,"y":206,"width":844,"height":13}},{"id":"a069872f-b2f9-43a8-bc41-1938a24de63a","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":75,"box":{"x":89,"y":222,"width":851,"height":12}},{"id":"f380d498-3e0d-4f44-b322-65a82ce979af","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":75,"box":{"x":88,"y":237,"width":839,"height":12}},{"id":"7cffbbcb-0cb6-4341-82da-b8362e017f58","block_type":"box","text":"BlackRock.","page_number":75,"box":{"x":89,"y":252,"width":74,"height":9}},{"id":"0624eecb-0ea7-4db1-83a2-e421025f9ad3","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":75,"box":{"x":89,"y":278,"width":872,"height":13}},{"id":"1f2d1a7f-a9ea-484d-8205-cd2b8b022e7c","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":75,"box":{"x":89,"y":293,"width":848,"height":13}},{"id":"f9d13751-f47b-4db4-8c09-437bc1a5a0d1","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":75,"box":{"x":89,"y":308,"width":827,"height":13}},{"id":"46f3d7f8-bcb3-4f4d-8f5d-abfaa2843083","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":75,"box":{"x":89,"y":324,"width":847,"height":12}},{"id":"79309a3a-1186-4e93-8d79-1a81bceac980","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":75,"box":{"x":89,"y":339,"width":837,"height":12}},{"id":"b2753dd5-233c-4298-b340-b683fc16a415","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":75,"box":{"x":88,"y":354,"width":857,"height":12}},{"id":"3d0b00c2-ca51-4919-bc52-c59419343228","block_type":"box","text":"respect to these iShares ETFs and increased assets under management for BlackRock. A Fund may, subject to applicable law,","page_number":75,"box":{"x":89,"y":369,"width":870,"height":12}},{"id":"e5bde74e-2675-4f0e-8a08-c8aeb2d27ca7","block_type":"box","text":"purchase investments that are the subject of an underwriting or other distribution by BlackRock and may also enter into","page_number":75,"box":{"x":89,"y":384,"width":839,"height":12}},{"id":"90a81a6a-6c97-440b-b19f-036bec42fd52","block_type":"box","text":"transactions with other clients of BlackRock where such other clients have interests adverse to those of the Fund. At times,","page_number":75,"box":{"x":88,"y":399,"width":859,"height":11}},{"id":"ef749b07-372d-4530-a3a4-cba5e24faf5b","block_type":"box","text":"these activities may cause business units or entities within BlackRock to give advice to clients that may cause these clients to","page_number":75,"box":{"x":88,"y":414,"width":875,"height":13}},{"id":"25c393f1-9055-4dd4-bf93-4b1702eb0ed4","block_type":"box","text":"take actions adverse to the interests of the Fund. To the extent such transactions are permitted, a Fund will deal with","page_number":75,"box":{"x":88,"y":429,"width":817,"height":13}},{"id":"a3d1f8b8-4ea3-4a56-bd4d-436efa8162c7","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":75,"box":{"x":89,"y":445,"width":248,"height":12}},{"id":"3ef4620f-a020-46de-8110-cc70fe93746f","block_type":"box","text":"To the extent authorized by applicable law, BlackRock may act as broker, dealer, agent, lender or adviser or in other","page_number":75,"box":{"x":88,"y":471,"width":801,"height":12}},{"id":"863ec096-8321-4699-aba5-4652f47c0219","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":75,"box":{"x":89,"y":486,"width":836,"height":12}},{"id":"5138cda7-bd5f-425f-9ee0-6bb4f20102d4","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":75,"box":{"x":89,"y":501,"width":855,"height":13}},{"id":"2e00b63e-324b-4981-972d-8f1a0c806b5b","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":75,"box":{"x":89,"y":516,"width":854,"height":13}},{"id":"2f46ee1a-c666-4f8e-90a4-0cf4119db4e6","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":75,"box":{"x":89,"y":531,"width":855,"height":13}},{"id":"de114330-6779-4f69-bc05-1d4c5f0095c6","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":75,"box":{"x":89,"y":547,"width":858,"height":12}},{"id":"12434be5-818d-4241-ac39-d613486fa73e","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":75,"box":{"x":89,"y":562,"width":820,"height":12}},{"id":"907163ff-388b-4b2a-a144-66dc6a213e29","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":75,"box":{"x":89,"y":577,"width":329,"height":12}},{"id":"035822d1-a17c-4122-a89a-8e9fcf9bf9dc","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":75,"box":{"x":88,"y":603,"width":821,"height":13}},{"id":"91b068d0-3af4-4844-ae77-7414625fbc5d","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":75,"box":{"x":89,"y":618,"width":850,"height":13}},{"id":"9237cf32-94be-413d-b952-d982c18aef0d","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":75,"box":{"x":89,"y":633,"width":874,"height":13}},{"id":"cc7ef309-d69b-4dde-ae65-c2ea660397f0","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":75,"box":{"x":89,"y":649,"width":824,"height":12}},{"id":"4ad227ca-7c9c-492a-81ed-01e7a16beb86","block_type":"box","text":"amounts.","page_number":75,"box":{"x":89,"y":665,"width":65,"height":8}},{"id":"7aaad10c-c34a-4e7f-81d0-d2971e1634cf","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":75,"box":{"x":88,"y":690,"width":858,"height":13}},{"id":"ffb498d0-b954-47a9-a6d5-0675748d421f","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":75,"box":{"x":89,"y":705,"width":856,"height":13}},{"id":"4a4f8258-5824-4777-ba0b-c1ed984462fe","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":75,"box":{"x":89,"y":720,"width":873,"height":13}},{"id":"1d1cf2a5-47cd-4191-8715-943e7bf92760","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":75,"box":{"x":89,"y":736,"width":831,"height":12}},{"id":"f0519433-2680-4e2e-b759-d7f509ae337a","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":75,"box":{"x":89,"y":751,"width":820,"height":12}},{"id":"9f0ff097-918b-4624-88e9-96b97dd8157a","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":75,"box":{"x":89,"y":777,"width":851,"height":12}},{"id":"cd7bd142-0242-4220-a7c4-2bda977ba50e","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":75,"box":{"x":89,"y":792,"width":869,"height":13}},{"id":"aff37371-7854-4fed-bd18-0dd1ee2686c6","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":75,"box":{"x":89,"y":807,"width":850,"height":13}},{"id":"160b46c9-f14e-4c1a-951f-6712b4d31be2","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":75,"box":{"x":89,"y":822,"width":872,"height":13}},{"id":"acf8f522-c6a9-431c-8780-89f566d00b85","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":75,"box":{"x":89,"y":838,"width":837,"height":12}},{"id":"eb729abd-2738-4383-ba96-0742678a51c6","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":75,"box":{"x":89,"y":853,"width":871,"height":12}},{"id":"df8cff62-ddd9-4b7d-866f-c66e73bb21c1","block_type":"box","text":"61","page_number":75,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"9d6e635a-b921-4897-9948-a1762163d586","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":76,"box":{"x":88,"y":44,"width":825,"height":12}},{"id":"77671e33-9f41-4d57-b818-a4ed9a850ac0","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":76,"box":{"x":89,"y":59,"width":870,"height":12}},{"id":"c3b5ebb0-4f41-4e74-9000-9bf63d3177b9","block_type":"box","text":"allocation.","page_number":76,"box":{"x":89,"y":74,"width":71,"height":10}},{"id":"fabe0545-cd80-4190-8334-9979052439aa","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":76,"box":{"x":88,"y":101,"width":864,"height":12}},{"id":"02012189-ca0a-4484-9a09-275c03e1fd9a","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":76,"box":{"x":89,"y":116,"width":880,"height":12}},{"id":"29c1706a-491f-4b11-ba2e-2a6d47f7ef4a","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":76,"box":{"x":89,"y":131,"width":874,"height":12}},{"id":"e24b68ea-520d-434e-9fc4-efaedba77210","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":76,"box":{"x":89,"y":146,"width":869,"height":12}},{"id":"1cbcadb9-da0d-4388-931b-3aefd3e180a9","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":76,"box":{"x":89,"y":161,"width":848,"height":12}},{"id":"ac87ae2e-04a3-46e2-b541-b9818cf443c8","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":76,"box":{"x":89,"y":176,"width":845,"height":13}},{"id":"dfe86638-7599-44bc-a03b-5111081ff13e","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":76,"box":{"x":89,"y":191,"width":818,"height":13}},{"id":"c9f6c19e-bf31-4a70-8fe2-ef87d1f3d211","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":76,"box":{"x":89,"y":206,"width":865,"height":13}},{"id":"326a65a7-201d-41b6-aea5-cd2f728690f2","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":76,"box":{"x":89,"y":222,"width":863,"height":12}},{"id":"45658dce-649a-48c5-877d-bfb4da8bf7c4","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":76,"box":{"x":89,"y":237,"width":443,"height":12}},{"id":"5fa4acc8-ff65-44ed-bd8b-658d401bf1c0","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":76,"box":{"x":89,"y":263,"width":868,"height":12}},{"id":"44b3c024-29c0-482c-aca3-6a5aed8eb9cf","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":76,"box":{"x":89,"y":278,"width":866,"height":13}},{"id":"b0e44305-a246-45b4-9f97-9817002bc856","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":76,"box":{"x":89,"y":293,"width":865,"height":13}},{"id":"89df33c6-d06b-4678-8e94-2a8a32334de1","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":76,"box":{"x":89,"y":308,"width":866,"height":13}},{"id":"b954b0a8-fdce-449d-88c6-fbc39515de13","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":76,"box":{"x":89,"y":324,"width":857,"height":12}},{"id":"84c57f2f-0750-4a37-a474-e5f14280fe19","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":76,"box":{"x":89,"y":339,"width":422,"height":12}},{"id":"0fc22eb0-776a-40f3-8466-df2b45b8937d","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":76,"box":{"x":89,"y":365,"width":876,"height":12}},{"id":"c8bbabec-8655-4bc0-bdfe-97917f56525f","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":76,"box":{"x":89,"y":380,"width":853,"height":13}},{"id":"8d7dae9a-e198-4902-b421-c3f6805eae66","block_type":"box","text":"(","page_number":76,"box":{"x":89,"y":395,"width":4,"height":13}},{"id":"06746de2-ba57-4efc-943a-a765b584521b","block_type":"box","text":"i.e","page_number":76,"box":{"x":94,"y":396,"width":15,"height":9}},{"id":"62416c28-8fde-418f-a53c-5a312971260d","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":76,"box":{"x":110,"y":395,"width":825,"height":13}},{"id":"e63f210f-6c15-4eea-9423-1ab105412a07","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":76,"box":{"x":89,"y":410,"width":799,"height":13}},{"id":"b57653f8-c14b-4b11-bd4d-a392927bc171","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":76,"box":{"x":89,"y":426,"width":860,"height":12}},{"id":"0f635ddc-84b0-4f83-82df-0afa78444c09","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":76,"box":{"x":89,"y":441,"width":838,"height":12}},{"id":"c55c75ef-2e13-4710-a7f0-5d74c2038a9d","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":76,"box":{"x":89,"y":456,"width":836,"height":12}},{"id":"293b6bf0-dd0c-40ea-a6f3-12a814712e13","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":76,"box":{"x":89,"y":471,"width":858,"height":12}},{"id":"329f13a8-d758-4fcc-9993-2779a55f9022","block_type":"box","text":"the firm.","page_number":76,"box":{"x":88,"y":486,"width":59,"height":10}},{"id":"9de3631d-313d-4423-bf0f-70dd72590006","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":76,"box":{"x":89,"y":513,"width":875,"height":12}},{"id":"176d2e01-dcc5-491d-9df3-0dc9dc5ca95e","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":76,"box":{"x":89,"y":528,"width":848,"height":12}},{"id":"528e3a1f-1c00-4dc2-bc43-d0370b48ef38","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":76,"box":{"x":89,"y":543,"width":868,"height":12}},{"id":"79b95717-ec59-4a46-a6fd-f05e1270dd74","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":76,"box":{"x":89,"y":558,"width":864,"height":12}},{"id":"26547920-6ba9-4292-a8c5-be97c1e8fd22","block_type":"box","text":"required, or in cases involving client direction.","page_number":76,"box":{"x":89,"y":573,"width":318,"height":12}},{"id":"2c3ffe1c-dc79-4434-a1e5-18a0a9b686f6","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":76,"box":{"x":89,"y":599,"width":873,"height":13}},{"id":"55dfb589-f594-4a5d-a98d-16e967964732","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":76,"box":{"x":89,"y":615,"width":818,"height":12}},{"id":"0a119e4f-ebf0-4558-b7dd-624ba79f7c3e","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":76,"box":{"x":89,"y":630,"width":860,"height":12}},{"id":"7af75684-c0c3-4e15-9851-cfee80b06bcf","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":76,"box":{"x":88,"y":645,"width":844,"height":12}},{"id":"98341400-c8c1-4e0e-abc8-5ac1eb592d41","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":76,"box":{"x":89,"y":660,"width":470,"height":12}},{"id":"83bb3d28-7a8f-48d4-ac4d-51f3781c6de7","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":76,"box":{"x":89,"y":686,"width":847,"height":13}},{"id":"ee773214-1401-4395-88bb-953681bae11d","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":76,"box":{"x":89,"y":702,"width":864,"height":12}},{"id":"49d52d84-0f18-4fc7-9b31-0327dcb88a44","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":76,"box":{"x":89,"y":717,"width":856,"height":12}},{"id":"3aa4ce1a-177f-4c59-93de-6a8c1c858797","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":76,"box":{"x":88,"y":732,"width":844,"height":12}},{"id":"9de3328c-b953-4320-b243-93a47d660ee5","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":76,"box":{"x":89,"y":747,"width":814,"height":12}},{"id":"8ddd5b0a-d70f-49cd-917d-a2bb15c2e15f","block_type":"box","text":"BlackRock.","page_number":76,"box":{"x":89,"y":762,"width":74,"height":10}},{"id":"6830d71a-e0f4-46cc-acfc-30fd17c0ceb0","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":76,"box":{"x":88,"y":788,"width":879,"height":13}},{"id":"8360faea-b1cd-4579-833e-e65ae53f331c","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":76,"box":{"x":89,"y":804,"width":841,"height":12}},{"id":"ca374c60-c323-4744-8f6f-a8c235e7f5bb","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":76,"box":{"x":89,"y":819,"width":868,"height":12}},{"id":"b9a44e3b-3b67-46e7-8996-47f56e9999b0","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":76,"box":{"x":88,"y":834,"width":868,"height":12}},{"id":"b03a8031-19ea-4510-b23a-7605fd8f098a","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":76,"box":{"x":89,"y":849,"width":836,"height":12}},{"id":"1e386659-3acc-416c-9c58-9325cb26dcb6","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":76,"box":{"x":89,"y":864,"width":815,"height":12}},{"id":"9c3ed53a-806f-465e-ae51-50c687ba903b","block_type":"box","text":"62","page_number":76,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"f471266f-544e-46b4-ac74-a9d55cb01051","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":77,"box":{"x":89,"y":44,"width":840,"height":12}},{"id":"e9541bfe-be63-4ecb-921f-c0aeec5e6362","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":77,"box":{"x":89,"y":59,"width":875,"height":12}},{"id":"dc2cdf51-ecd3-42d2-8b0f-c35fdca38c40","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":77,"box":{"x":89,"y":74,"width":839,"height":12}},{"id":"6beb51c8-85a1-4f20-a01b-77347a7259ed","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":77,"box":{"x":89,"y":89,"width":869,"height":13}},{"id":"7d006794-ee39-40e0-a908-f7a2581eddf9","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":77,"box":{"x":89,"y":104,"width":863,"height":13}},{"id":"16887ae5-a220-4f4f-adbf-bedf432ae9fb","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":77,"box":{"x":89,"y":119,"width":841,"height":13}},{"id":"48a32e06-4d8d-4594-ab31-91615ec110c5","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":77,"box":{"x":89,"y":135,"width":861,"height":12}},{"id":"410e8c2f-5ae4-415e-a9ab-b02e7c3e026c","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":77,"box":{"x":89,"y":150,"width":867,"height":12}},{"id":"e73132e6-8b6a-45ff-b9a1-f5ff6cd1bfcc","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":77,"box":{"x":88,"y":165,"width":400,"height":12}},{"id":"07f09e04-d245-4ecb-b505-6bd052bc202c","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":77,"box":{"x":89,"y":191,"width":833,"height":13}},{"id":"bfacc727-862c-493f-9ba6-83f9f108fa17","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":77,"box":{"x":89,"y":206,"width":827,"height":13}},{"id":"95039822-7e34-4a8c-ac92-985fcdfbd69c","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":77,"box":{"x":89,"y":222,"width":845,"height":12}},{"id":"4cd43b60-c9ee-48d2-86de-76f237e62631","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":77,"box":{"x":89,"y":237,"width":850,"height":12}},{"id":"6524f1ae-52f5-4523-97de-b7445054ae5d","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":77,"box":{"x":89,"y":252,"width":870,"height":12}},{"id":"6faa94fc-930c-4668-8be4-97726f2fc51b","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":77,"box":{"x":89,"y":267,"width":845,"height":12}},{"id":"8246762d-6f08-404c-8267-246ce8f9940f","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":77,"box":{"x":89,"y":282,"width":825,"height":12}},{"id":"3afc3146-4257-4e19-97b3-79226953d2a0","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":77,"box":{"x":89,"y":297,"width":361,"height":12}},{"id":"e90bea44-d9c0-439b-a4be-a5faf8671a15","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":77,"box":{"x":89,"y":324,"width":869,"height":12}},{"id":"cf2a42d3-5955-4996-9964-f3cf45e02fab","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":77,"box":{"x":89,"y":339,"width":862,"height":12}},{"id":"e186ecdf-4617-46db-a43e-f9a1c330aef8","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":77,"box":{"x":89,"y":354,"width":845,"height":12}},{"id":"97107732-9a38-48bd-bac1-11673fb80373","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":77,"box":{"x":88,"y":369,"width":843,"height":12}},{"id":"e155cb89-2cdd-4cbb-9963-9eaeab287c9a","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":77,"box":{"x":89,"y":384,"width":845,"height":12}},{"id":"6bece951-283f-4fab-94c3-8e90df336cc1","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":77,"box":{"x":89,"y":399,"width":872,"height":13}},{"id":"fd622b0a-f846-4e50-9304-66ddf1c1aeda","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":77,"box":{"x":89,"y":414,"width":805,"height":13}},{"id":"fe5fe21a-685e-4198-ad91-daee9aa87b4d","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":77,"box":{"x":89,"y":429,"width":793,"height":13}},{"id":"312c8591-eeba-45f3-8371-480054de7a2c","block_type":"box","text":"transactions.","page_number":77,"box":{"x":88,"y":445,"width":90,"height":9}},{"id":"ed9d4793-c1cc-49bc-a185-e153c525bf8b","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":77,"box":{"x":89,"y":471,"width":821,"height":12}},{"id":"a568a8e2-3d93-4bbe-8c34-4cca41e54c50","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":77,"box":{"x":89,"y":486,"width":859,"height":12}},{"id":"de2545c5-59d5-4ff1-be39-79e47483fc6b","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":77,"box":{"x":88,"y":501,"width":870,"height":13}},{"id":"b0e72dda-f982-4b9d-8549-8cbfd04c5a21","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":77,"box":{"x":89,"y":516,"width":810,"height":13}},{"id":"1e9282ad-f044-4555-8017-1a097d7a7afd","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":77,"box":{"x":89,"y":543,"width":826,"height":12}},{"id":"65a029d3-23f4-412f-b456-6e3324e4ba55","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":77,"box":{"x":89,"y":558,"width":872,"height":12}},{"id":"9363b9e1-7053-4ef4-ad03-b6eb9b7de2bf","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":77,"box":{"x":89,"y":573,"width":876,"height":12}},{"id":"314fe3f0-c222-4499-b042-f6c362fa0e6f","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":77,"box":{"x":89,"y":588,"width":824,"height":12}},{"id":"d6315edf-e62a-4d60-b9d6-326b266d1828","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":77,"box":{"x":89,"y":603,"width":801,"height":13}},{"id":"d231158b-702f-4594-af33-9a2cc526b27e","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":77,"box":{"x":89,"y":618,"width":865,"height":13}},{"id":"574fd870-cd0f-49f9-a055-f53261292b73","block_type":"box","text":"Policies.”","page_number":77,"box":{"x":89,"y":633,"width":61,"height":10}},{"id":"92f39057-de7c-4ddf-8d99-0abdf531a2db","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":77,"box":{"x":89,"y":660,"width":819,"height":12}},{"id":"21990f4c-8642-4882-a439-b19e4ab968ed","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":77,"box":{"x":89,"y":675,"width":875,"height":12}},{"id":"7a3ca657-dcff-414e-a966-bbdd9a0ec8ea","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":77,"box":{"x":89,"y":690,"width":860,"height":13}},{"id":"be451e67-e259-41a4-a97c-a10ed6c634e7","block_type":"box","text":"the Fund’s expense ratio.","page_number":77,"box":{"x":88,"y":705,"width":174,"height":13}},{"id":"3919b164-3fdc-4829-9941-bc30337aa440","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":77,"box":{"x":89,"y":732,"width":855,"height":12}},{"id":"1a431939-1aa3-422e-91e1-926c28d743b6","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":77,"box":{"x":88,"y":747,"width":840,"height":12}},{"id":"3a121c21-0c26-49ba-acaf-c5cc2bbf181d","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":77,"box":{"x":89,"y":762,"width":855,"height":12}},{"id":"1280b841-287f-4a7b-acd9-731263b647a0","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":77,"box":{"x":89,"y":777,"width":822,"height":12}},{"id":"005e201e-f54c-4ddb-a9ea-7669c6a93bea","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":77,"box":{"x":89,"y":792,"width":872,"height":13}},{"id":"bdf82b71-d0c8-438e-9cf7-f73bb67e03ef","block_type":"box","text":"Fund.","page_number":77,"box":{"x":89,"y":807,"width":38,"height":10}},{"id":"bc9ac5cc-5ee6-4ab5-b016-30b330efa40b","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":77,"box":{"x":89,"y":834,"width":828,"height":12}},{"id":"46c49410-72bd-4698-8de9-4bad462c1eea","block_type":"box","text":"significant debt or equity investments or other interests. A Fund may also invest in issuances (such as structured notes) by","page_number":77,"box":{"x":89,"y":849,"width":857,"height":12}},{"id":"59d5f21d-2e14-4f59-a8d4-6b413a8a0490","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":77,"box":{"x":89,"y":864,"width":860,"height":12}},{"id":"73ddcfdc-98ff-40d0-8479-1cafb01a4c42","block_type":"box","text":"63","page_number":77,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"739a9959-fbe4-461a-a8d7-cceab93c6d6f","block_type":"box","text":"sale of such issuances. In making investment decisions for a Fund, BlackRock is not permitted to obtain or use material non","page_number":78,"box":{"x":89,"y":44,"width":869,"height":12}},{"id":"946e87c3-210d-400d-8545-f586f222baaf","block_type":"box","text":"public information acquired by any unit of BlackRock, in the course of these activities. In addition, from time to time, the","page_number":78,"box":{"x":89,"y":59,"width":839,"height":12}},{"id":"5754e33d-07a9-4f64-8a4b-0d6e87aa0aaa","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":78,"box":{"x":89,"y":74,"width":859,"height":12}},{"id":"dc88cafc-b8fb-4a2a-b90d-54654252c7f0","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":78,"box":{"x":89,"y":89,"width":866,"height":13}},{"id":"2f11953e-e722-4d21-974c-2263e57c917a","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":78,"box":{"x":89,"y":116,"width":856,"height":12}},{"id":"9067b569-5fba-476a-a623-97dfde9a6b96","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":78,"box":{"x":89,"y":131,"width":850,"height":12}},{"id":"8c9ac7ec-63ef-4fce-b461-7ffafd48fff8","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":78,"box":{"x":89,"y":146,"width":863,"height":12}},{"id":"4e650dce-a1d4-4929-abed-0ace3f8dfd8d","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":78,"box":{"x":89,"y":161,"width":860,"height":12}},{"id":"7c6f6720-5eaf-41e9-be72-466a08c980be","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":78,"box":{"x":88,"y":176,"width":849,"height":13}},{"id":"23446cd2-80de-41dd-b502-6bf833115aeb","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":78,"box":{"x":89,"y":191,"width":871,"height":13}},{"id":"abaac7f5-1874-4efc-b6aa-df3084c49b1f","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":78,"box":{"x":89,"y":206,"width":868,"height":13}},{"id":"37aeb527-6276-420a-b4d7-e503efcf1adb","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":78,"box":{"x":89,"y":222,"width":865,"height":12}},{"id":"9d265914-8528-4d4c-a791-70b4c553b56c","block_type":"box","text":"products.","page_number":78,"box":{"x":89,"y":237,"width":65,"height":12}},{"id":"579cb740-0d5f-4a88-9fba-d9c630af10f2","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":78,"box":{"x":88,"y":263,"width":820,"height":12}},{"id":"b3eb5c0c-5bc2-4b67-a556-b988af8746d2","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":78,"box":{"x":89,"y":278,"width":832,"height":13}},{"id":"75326e21-547e-423f-a5b6-68ffc190bd35","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":78,"box":{"x":89,"y":293,"width":845,"height":13}},{"id":"907957e1-92c8-4c5d-b4e5-9222a13be495","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":78,"box":{"x":89,"y":308,"width":876,"height":13}},{"id":"13f81cfe-28b2-48ec-aa17-199a1d1fa408","block_type":"box","text":"provide services to the Fund.","page_number":78,"box":{"x":89,"y":324,"width":200,"height":12}},{"id":"082ab095-9f1e-440b-9d57-b55e0f0fe0b1","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":78,"box":{"x":89,"y":350,"width":867,"height":12}},{"id":"aacbfab0-48f0-43ef-a094-4b564c682069","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":78,"box":{"x":88,"y":365,"width":821,"height":12}},{"id":"488dc2c5-7417-4883-99ae-5c9ef90c1f6a","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":78,"box":{"x":89,"y":380,"width":855,"height":13}},{"id":"79de20e4-f91e-4d3d-939b-28ca498032cf","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":78,"box":{"x":89,"y":395,"width":877,"height":13}},{"id":"436ead4f-379e-448a-b2a4-d8b7d4d0684d","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":78,"box":{"x":89,"y":410,"width":848,"height":13}},{"id":"5b648202-1ad0-42af-b182-3e8632ae9200","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":78,"box":{"x":88,"y":426,"width":821,"height":12}},{"id":"56cd7819-e855-4f5f-94c2-6495bd377790","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":78,"box":{"x":89,"y":441,"width":466,"height":12}},{"id":"f4345e86-465a-4b99-9ffc-0c9d1aaca366","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":78,"box":{"x":88,"y":467,"width":817,"height":13}},{"id":"96fd8351-3fe0-4ade-9ea8-949b8dfdd457","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":78,"box":{"x":89,"y":482,"width":869,"height":13}},{"id":"d547e9d9-6362-4f61-bf27-99a164b5bf3b","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":78,"box":{"x":89,"y":497,"width":851,"height":13}},{"id":"e9d9eba7-9a99-4c4c-a52f-f90d6d2ec926","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":78,"box":{"x":88,"y":513,"width":879,"height":12}},{"id":"8e977915-29c6-42ae-8024-2e2234c75635","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":78,"box":{"x":89,"y":528,"width":853,"height":12}},{"id":"615a04ef-f31f-4e7d-bbc9-86da20c540e3","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":78,"box":{"x":89,"y":543,"width":877,"height":12}},{"id":"8942bac4-0bc3-4aa1-a417-a566b67555ab","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":78,"box":{"x":89,"y":558,"width":844,"height":12}},{"id":"beb314b1-0290-4565-91e9-69c47e6f78f9","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":78,"box":{"x":89,"y":573,"width":863,"height":12}},{"id":"67ad4fef-e1ac-4255-8b8d-2f297aaefa40","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":78,"box":{"x":88,"y":588,"width":835,"height":12}},{"id":"597d1b2c-29b7-4ece-bcd3-2548a98426a3","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":78,"box":{"x":89,"y":603,"width":845,"height":13}},{"id":"e069ca09-6760-463a-a6d6-c26831cde243","block_type":"box","text":"models, fair value represents only a good faith approximation of the value of an asset or liability. The fair value of one or more","page_number":78,"box":{"x":89,"y":618,"width":876,"height":13}},{"id":"6e9224b3-ea95-4f88-8011-c8651cdaa495","block_type":"box","text":"assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the","page_number":78,"box":{"x":89,"y":633,"width":842,"height":13}},{"id":"e93a579b-2843-4382-9503-2873ce7eb1e5","block_type":"box","text":"period in which the particular fair values were used in determining a Fund’s NAV. As a result, a Fund’s sale or redemption of","page_number":78,"box":{"x":89,"y":649,"width":864,"height":12}},{"id":"5e2ba0d9-9ca2-4cb4-a278-d71bfc24806b","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":78,"box":{"x":89,"y":664,"width":873,"height":12}},{"id":"ee4cc812-73de-4dff-84df-ceb7066aae8e","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":78,"box":{"x":89,"y":679,"width":832,"height":12}},{"id":"f8634646-db2f-4587-aa65-c24b9eb295c1","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":78,"box":{"x":89,"y":694,"width":522,"height":12}},{"id":"2068bbda-c690-4d5d-a2f8-181389b3312e","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":78,"box":{"x":88,"y":720,"width":847,"height":13}},{"id":"dce58be3-a44e-4718-af71-54bf6668c2bd","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":78,"box":{"x":89,"y":736,"width":870,"height":12}},{"id":"38b56f17-806a-4ab6-b2e3-e71108cac075","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":78,"box":{"x":89,"y":751,"width":857,"height":12}},{"id":"aab3783e-12cd-4c09-9972-c333724f7f24","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":78,"box":{"x":89,"y":766,"width":831,"height":12}},{"id":"1bb859fb-18c8-4513-b03e-d5ebee5aca88","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":78,"box":{"x":89,"y":792,"width":866,"height":13}},{"id":"8b1a9edc-4c79-493b-874b-61f067499cb7","block_type":"box","text":"and may have conflicts of interest with respect to investments made on behalf of a Fund. As a result of differing trading and","page_number":78,"box":{"x":89,"y":807,"width":865,"height":13}},{"id":"3ad8e888-49d5-42fd-a375-45c720dfdcf1","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":78,"box":{"x":89,"y":822,"width":855,"height":13}},{"id":"c3b99c34-ee00-4fa2-8beb-ef3b04276c05","block_type":"box","text":"same, different from or made at different times than positions taken for the Fund. To lessen the possibility that a Fund will be","page_number":78,"box":{"x":89,"y":838,"width":872,"height":12}},{"id":"b24b533e-8418-431d-9f04-6c711b26be37","block_type":"box","text":"adversely affected by this personal trading, the Fund, BRIL and BlackRock each have adopted a Code of Ethics in compliance","page_number":78,"box":{"x":89,"y":853,"width":867,"height":12}},{"id":"fb1cbd36-ec1e-4926-81fe-1465fdd531b1","block_type":"box","text":"64","page_number":78,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9e57aeb8-7b55-4295-a79b-e05712ecda35","block_type":"box","text":"with Section 17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment","page_number":79,"box":{"x":88,"y":44,"width":847,"height":12}},{"id":"cdb1df22-a713-492e-8e72-5abc69015bce","block_type":"box","text":"professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions.","page_number":79,"box":{"x":89,"y":59,"width":841,"height":12}},{"id":"25035b72-a404-4cb6-9942-c5bf0135d5d9","block_type":"box","text":"Each Code of Ethics is also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies","page_number":79,"box":{"x":89,"y":74,"width":851,"height":12}},{"id":"59c52778-8cb9-48bc-855c-1429b65d10dc","block_type":"box","text":"may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":79,"box":{"x":89,"y":89,"width":562,"height":13}},{"id":"4c45caa2-d85b-4ff9-89c7-b5d16e5fcd4e","block_type":"box","text":"BlackRock will not purchase securities or other property from, or sell securities or other property to, a Fund, except that the","page_number":79,"box":{"x":89,"y":116,"width":861,"height":12}},{"id":"7498aec4-3f02-4d28-b006-4d1ba4b83415","block_type":"box","text":"Fund may in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with","page_number":79,"box":{"x":89,"y":131,"width":847,"height":12}},{"id":"0fee9722-fab2-4bef-83e3-331f435abd83","block_type":"box","text":"another Fund or accounts that are affiliated with the Fund as a result of common officers, directors, or investment advisers or","page_number":79,"box":{"x":89,"y":146,"width":877,"height":11}},{"id":"03809f4f-72b0-41e8-8550-57f07c3c5801","block_type":"box","text":"pursuant to exemptive orders granted to the Funds and/or BlackRock by the SEC. These transactions would be effected in","page_number":79,"box":{"x":89,"y":161,"width":852,"height":12}},{"id":"13a030b3-030b-4b8b-aa0d-8f25c1f4c616","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":79,"box":{"x":89,"y":176,"width":855,"height":13}},{"id":"951fa4f7-61c0-41f2-baec-f76e8c0990a3","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":79,"box":{"x":89,"y":191,"width":846,"height":13}},{"id":"0b7559de-dcb6-4cc9-a61d-e30330199b5e","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":79,"box":{"x":89,"y":206,"width":839,"height":13}},{"id":"747683fa-1b97-47dd-8a1d-198a839b7683","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":79,"box":{"x":89,"y":222,"width":870,"height":12}},{"id":"6ca7a6c1-220b-49f9-b1ce-b53adf442be9","block_type":"box","text":"requirements. A client not advised by BlackRock would not be subject to some of those considerations. There may be periods","page_number":79,"box":{"x":89,"y":237,"width":876,"height":12}},{"id":"f11cabd6-ee26-4e6d-812c-069beeab4173","block_type":"box","text":"when BlackRock may not initiate or recommend certain types of transactions, or may otherwise restrict or limit its advice in","page_number":79,"box":{"x":88,"y":252,"width":864,"height":12}},{"id":"02e834af-1d22-4816-b33e-121d66ae8b57","block_type":"box","text":"certain securities or instruments issued by or related to companies for which BlackRock is performing advisory or other","page_number":79,"box":{"x":89,"y":267,"width":834,"height":12}},{"id":"262ea784-295e-4d01-a545-93728600579b","block_type":"box","text":"services or has proprietary positions. 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Similar situations could arise if personnel of","page_number":79,"box":{"x":185,"y":327,"width":735,"height":13}},{"id":"2cb3dc00-6cab-4889-8f5a-7589a4eef727","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":79,"box":{"x":89,"y":342,"width":860,"height":13}},{"id":"22d05181-2134-45bb-938b-793e23532195","block_type":"box","text":"by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation","page_number":79,"box":{"x":89,"y":358,"width":860,"height":12}},{"id":"d2ca263b-2712-44f9-8801-82f6e097f68c","block_type":"box","text":"of appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies,","page_number":79,"box":{"x":89,"y":373,"width":857,"height":12}},{"id":"c651856c-c139-4bd5-bc17-c32913a39091","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":79,"box":{"x":89,"y":388,"width":863,"height":12}},{"id":"b7c97a2e-ed0a-4028-81c8-fa72a33f8cc1","block_type":"box","text":"or officers of the issuer.","page_number":79,"box":{"x":89,"y":403,"width":161,"height":10}},{"id":"92bb53c1-b4f0-42e2-956e-a1340203f0b1","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential conflicts that arise","page_number":79,"box":{"x":89,"y":429,"width":863,"height":13}},{"id":"308da0c6-1a8f-47c9-bf45-b995ff3fa879","block_type":"box","text":"in connection with the advisory services BlackRock provides to Funds and other clients. Certain BlackRock advisory personnel","page_number":79,"box":{"x":89,"y":445,"width":878,"height":12}},{"id":"4947b6a4-f71a-437d-a12a-37e9de61b345","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":79,"box":{"x":89,"y":460,"width":829,"height":12}},{"id":"abcb7d61-7281-4706-af18-133884ddeb01","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":79,"box":{"x":89,"y":475,"width":834,"height":12}},{"id":"5822871f-2ab8-4c9e-bc5c-2bc9d80382ce","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":79,"box":{"x":88,"y":490,"width":870,"height":12}},{"id":"cc0c3a7b-06e1-4655-872d-d447b3899f71","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":79,"box":{"x":88,"y":505,"width":852,"height":12}},{"id":"3e93645c-b07b-4cd9-ab38-1e49fcbc6cc3","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":79,"box":{"x":89,"y":520,"width":843,"height":12}},{"id":"cab808cf-cc3f-435d-8f31-77e1d7c2b6f3","block_type":"box","text":"obligation or other duty to do so.","page_number":79,"box":{"x":89,"y":535,"width":230,"height":13}},{"id":"bf5d98a4-f552-4ab9-9241-db364aadab7d","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":79,"box":{"x":89,"y":562,"width":838,"height":12}},{"id":"ee94848e-006a-4746-b727-505ab66dac1b","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":79,"box":{"x":89,"y":577,"width":879,"height":12}},{"id":"5a4c483f-748c-4088-b17e-a5e29998cac1","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":79,"box":{"x":88,"y":592,"width":834,"height":12}},{"id":"4b31dd92-b183-499f-a526-c5adb88d25a4","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":79,"box":{"x":89,"y":607,"width":875,"height":12}},{"id":"a8d6e5e7-18f6-41d1-8138-5fa5950f3db1","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":79,"box":{"x":89,"y":622,"width":859,"height":12}},{"id":"ac7b90e0-d961-4496-ab5b-1ed83acdd837","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":79,"box":{"x":89,"y":637,"width":875,"height":13}},{"id":"12d8d1ad-be91-4084-9843-bb2b9160d27e","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":79,"box":{"x":89,"y":652,"width":841,"height":13}},{"id":"c830b3ae-0ff0-4e87-9488-f7aae2ccdf04","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":79,"box":{"x":89,"y":668,"width":328,"height":12}},{"id":"cc1b937a-2311-4c34-ac8c-87530af539be","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":79,"box":{"x":89,"y":694,"width":875,"height":12}},{"id":"459f3f7b-6e9b-440d-9cda-9fc4a48134d4","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":79,"box":{"x":88,"y":709,"width":862,"height":12}},{"id":"0630efc7-a9e5-479d-a024-9e55515e8e6d","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":79,"box":{"x":88,"y":724,"width":873,"height":13}},{"id":"f1d27aec-c899-4c00-b9fa-b10e721ef3e0","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":79,"box":{"x":88,"y":739,"width":845,"height":13}},{"id":"4e980c7a-f131-4a4a-96ed-73c153637337","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":79,"box":{"x":89,"y":754,"width":840,"height":13}},{"id":"b02ec6c4-b3fa-4be7-a24c-c9182102a5dd","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":79,"box":{"x":89,"y":770,"width":845,"height":12}},{"id":"c6897ef4-24e9-430a-ad45-c6497271d48f","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":79,"box":{"x":89,"y":785,"width":800,"height":12}},{"id":"96199441-845d-4882-b18f-5c211143935d","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":79,"box":{"x":89,"y":800,"width":856,"height":12}},{"id":"58890450-6862-4a08-a6ec-3936bd6ee2cd","block_type":"box","text":"personnel on the other side of a barrier.","page_number":79,"box":{"x":89,"y":815,"width":274,"height":12}},{"id":"5b340c26-76ca-444e-a1df-eb46f30cbf1c","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":79,"box":{"x":88,"y":841,"width":861,"height":13}},{"id":"dd5ce2bc-4351-4c76-8618-83be52c6f0da","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":79,"box":{"x":88,"y":856,"width":803,"height":13}},{"id":"822c6599-1a73-4325-8675-5dcfd5b0526b","block_type":"box","text":"65","page_number":79,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"bc7f19ad-2692-411b-b164-d51a190fc838","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":80,"box":{"x":89,"y":44,"width":862,"height":12}},{"id":"9f31dea0-c94a-4fc1-a7f2-997cc4a93703","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":80,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"8aa67163-8ad0-4d5c-859b-07cd970b3689","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":80,"box":{"x":89,"y":74,"width":834,"height":12}},{"id":"172db297-af71-4f6f-ab32-c5f8eb1a6d28","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":80,"box":{"x":89,"y":89,"width":811,"height":13}},{"id":"2b823ec1-5b44-4737-8fa7-7562d5cc558a","block_type":"box","text":"e.g","page_number":80,"box":{"x":901,"y":92,"width":21,"height":10}},{"id":"5c6542ed-4d7b-47e1-8bc1-9b1ff012b457","block_type":"box","text":".,","page_number":80,"box":{"x":923,"y":97,"width":6,"height":4}},{"id":"69eb00b4-50f9-42fc-a088-547c1fb8df2d","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":80,"box":{"x":89,"y":104,"width":849,"height":13}},{"id":"2153a8da-61e3-4292-ba19-ac4863bda470","block_type":"box","text":"ownership restrictions (","page_number":80,"box":{"x":89,"y":119,"width":165,"height":13}},{"id":"c6981549-ab8d-4e0b-aa1b-5ea8d24a5e38","block_type":"box","text":"e.g","page_number":80,"box":{"x":255,"y":123,"width":20,"height":9}},{"id":"259215e7-dfe4-418d-afa6-ecc52f7fd2a0","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":80,"box":{"x":276,"y":119,"width":688,"height":13}},{"id":"0eb70050-61d1-45af-9e36-a31689a60b09","block_type":"box","text":"invests in certain futures and derivatives, there may be limits on the aggregate amount invested by BlackRock for its clients","page_number":80,"box":{"x":89,"y":135,"width":857,"height":12}},{"id":"c8b5d36c-bcf1-40d4-a718-e37ce3a59693","block_type":"box","text":"and BlackRock’s proprietary accounts that may not be exceeded without the grant of a license or other regulatory or","page_number":80,"box":{"x":89,"y":150,"width":815,"height":12}},{"id":"339462ba-ba3d-406e-a5d3-ab9947d0ae76","block_type":"box","text":"corporate approval, order, consent, relief, waiver or non-disapproval or, if exceeded, may cause BlackRock or its clients to be","page_number":80,"box":{"x":89,"y":165,"width":864,"height":12}},{"id":"ebf439d8-54ca-47af-befc-231c40545811","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":80,"box":{"x":89,"y":180,"width":846,"height":12}},{"id":"0665aaaa-4f98-479e-9477-1f6a2f1b4e31","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":80,"box":{"x":89,"y":195,"width":813,"height":12}},{"id":"61575ba9-2236-450e-945e-3b3dbe3d4205","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":80,"box":{"x":89,"y":210,"width":390,"height":13}},{"id":"80200348-7ff6-425c-b525-7c7c7a9496db","block_type":"box","text":"e.g","page_number":80,"box":{"x":480,"y":213,"width":20,"height":10}},{"id":"f56485d4-7b02-4575-9890-0283821c3daa","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":80,"box":{"x":501,"y":210,"width":451,"height":13}},{"id":"da251ba2-6ec3-4090-a36f-09a06a01d357","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":80,"box":{"x":89,"y":225,"width":854,"height":13}},{"id":"a6d5c2ca-e008-4175-9b65-06b5fa416b4f","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":80,"box":{"x":89,"y":240,"width":874,"height":13}},{"id":"9eba63b5-e629-4a1c-b667-71b88b254e0f","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":80,"box":{"x":89,"y":256,"width":866,"height":12}},{"id":"8af909da-9e31-4b8a-99f5-6ef33dd8f2c3","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":80,"box":{"x":89,"y":271,"width":831,"height":12}},{"id":"ad685710-3a49-409e-be86-c5af951232f1","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":80,"box":{"x":89,"y":286,"width":854,"height":12}},{"id":"9c8f5889-5c38-419f-b293-1bf39fdcde82","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":80,"box":{"x":89,"y":301,"width":547,"height":12}},{"id":"91f637d9-27aa-4460-a75f-8df38feb2315","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":80,"box":{"x":89,"y":327,"width":859,"height":13}},{"id":"8b197bad-79c5-4093-a4da-9f9c778244fe","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":80,"box":{"x":89,"y":342,"width":878,"height":13}},{"id":"47bf6ffa-454b-40fd-9dcc-9cbbb7ed7e1c","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":80,"box":{"x":89,"y":358,"width":793,"height":12}},{"id":"ae7f67b9-f1e6-4420-b6e3-deacca0ea9de","block_type":"box","text":"organizational documents or otherwise impaired. 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The","page_number":80,"box":{"x":89,"y":388,"width":852,"height":12}},{"id":"dbdbdf3e-96fe-4e79-a6e6-38c06a5d4941","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":80,"box":{"x":89,"y":403,"width":877,"height":12}},{"id":"5f21e956-8b39-40b3-8d91-487ba5008780","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":80,"box":{"x":89,"y":418,"width":810,"height":12}},{"id":"8c190cd6-c4a4-432b-b249-ff926b1cf33f","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":80,"box":{"x":89,"y":433,"width":835,"height":13}},{"id":"268bac66-8543-464b-af24-42adbec66c5e","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":80,"box":{"x":89,"y":448,"width":841,"height":13}},{"id":"1c455280-19c7-4889-bf82-95b6629ec51e","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":80,"box":{"x":89,"y":463,"width":874,"height":13}},{"id":"66afe3d1-f267-4c45-bddb-ee8cf99eb692","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":80,"box":{"x":88,"y":479,"width":876,"height":12}},{"id":"2f293dcf-f9c3-4c13-9c20-37f1374e251e","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":80,"box":{"x":89,"y":494,"width":878,"height":12}},{"id":"891e0090-f084-457c-b179-daf77856291c","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":80,"box":{"x":88,"y":509,"width":812,"height":12}},{"id":"6431f99e-526e-4cbc-92ac-09d797acb871","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":80,"box":{"x":88,"y":535,"width":867,"height":13}},{"id":"aed69c18-9db7-40d1-86f8-49c9139ea110","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":80,"box":{"x":88,"y":550,"width":840,"height":13}},{"id":"11f66417-ddb2-434b-bee2-fee1254825ef","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":80,"box":{"x":89,"y":565,"width":868,"height":13}},{"id":"11a7b7fb-8af2-4561-9b52-feb301b476a9","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":80,"box":{"x":89,"y":581,"width":829,"height":12}},{"id":"b91903a6-da7a-493e-8616-1913102f49c3","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":80,"box":{"x":89,"y":596,"width":876,"height":12}},{"id":"fe579bb3-c409-46e2-bb3a-4eec81dc93c1","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":80,"box":{"x":89,"y":611,"width":868,"height":12}},{"id":"8896b166-8e93-4270-81ab-75dfefee2869","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":80,"box":{"x":89,"y":626,"width":879,"height":12}},{"id":"4d83c0bc-f402-4a38-bb82-5a23b7ac0699","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":80,"box":{"x":89,"y":641,"width":863,"height":12}},{"id":"509cf760-2f7e-48f8-8fc6-da1ed1c12337","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":80,"box":{"x":89,"y":656,"width":874,"height":13}},{"id":"bb4daa76-797c-4480-8199-5df1820459b3","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":80,"box":{"x":89,"y":671,"width":868,"height":13}},{"id":"a95a1a76-a37f-4a31-a2de-5f7d1a466684","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":80,"box":{"x":88,"y":686,"width":875,"height":13}},{"id":"aea6a602-5ced-46b9-8568-50b98fb7cf97","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":80,"box":{"x":89,"y":702,"width":840,"height":12}},{"id":"15bf60fa-6017-450d-ad6f-87f843665b91","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":80,"box":{"x":89,"y":717,"width":872,"height":12}},{"id":"c011b2ad-71e2-4c00-8709-9411a5ac3fd0","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":80,"box":{"x":89,"y":732,"width":817,"height":12}},{"id":"d6f85fda-abc7-4a2f-a17d-fba3498d8804","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":80,"box":{"x":89,"y":747,"width":613,"height":12}},{"id":"6d6373ac-b59a-447d-8325-13994cf0cb26","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":80,"box":{"x":89,"y":773,"width":861,"height":13}},{"id":"3e412501-3bbb-48fd-944a-642cbc5efeec","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":80,"box":{"x":89,"y":788,"width":814,"height":13}},{"id":"2bbdc06d-f7c9-4ca3-b2e4-0b1b360c759f","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":80,"box":{"x":89,"y":804,"width":481,"height":12}},{"id":"40a3051c-f0db-45ee-88ac-f635e5772ca2","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":80,"box":{"x":89,"y":830,"width":872,"height":12}},{"id":"864cfbfd-7f39-44fe-9645-9301f7cf0ad4","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":80,"box":{"x":89,"y":845,"width":878,"height":12}},{"id":"6843efc0-23f5-4914-a53b-6860f5e7faf9","block_type":"box","text":"to such security or asset.","page_number":80,"box":{"x":88,"y":860,"width":174,"height":13}},{"id":"b3cc7fe8-9618-465e-aaba-8cc4cd66afa1","block_type":"box","text":"66","page_number":80,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"ab063dec-79bb-4821-91fb-2a2814fc5411","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":81,"box":{"x":89,"y":44,"width":710,"height":12}},{"id":"8d59dbcf-884c-4c5f-8211-2e8afe064e7e","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":81,"box":{"x":89,"y":70,"width":868,"height":13}},{"id":"0ccea747-0eb4-4e08-bbf9-bf4ff356043e","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":81,"box":{"x":89,"y":85,"width":873,"height":13}},{"id":"ad9ed877-e175-4a1a-812b-b03183fea167","block_type":"box","text":"Creation Units of the Fund (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":81,"box":{"x":89,"y":101,"width":831,"height":12}},{"id":"dcc14dbf-ee01-4d79-90ac-7dd9b0eef847","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":81,"box":{"x":89,"y":116,"width":845,"height":12}},{"id":"d8ea6544-d3df-45c7-a80c-3963abe532db","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":81,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"c9a10830-56b1-4aab-8427-c486b50aab36","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":81,"box":{"x":89,"y":146,"width":875,"height":12}},{"id":"c4cf641d-bf00-4eb3-8f14-766a02555175","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":81,"box":{"x":88,"y":161,"width":709,"height":12}},{"id":"c607f36d-fc66-4b3f-92c9-3891f21f8c0a","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Fund may collect certain fees","page_number":81,"box":{"x":89,"y":188,"width":859,"height":12}},{"id":"36e6b994-f1cd-4029-9300-36e78b95ed8b","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":81,"box":{"x":88,"y":203,"width":809,"height":12}},{"id":"e9d7b57c-60e0-419b-8c9f-5944a1e29ccf","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Fund in determining the rates for fees collected by the Fund","page_number":81,"box":{"x":89,"y":218,"width":877,"height":12}},{"id":"bf0f61b7-1430-4427-88b5-4b16303d7c3e","block_type":"box","text":"related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":81,"box":{"x":89,"y":233,"width":824,"height":12}},{"id":"caa74b95-363d-4c0a-9690-f942ed781ab1","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":81,"box":{"x":89,"y":248,"width":870,"height":12}},{"id":"a9a9faf9-110a-4cc9-91d9-48c502970d02","block_type":"box","text":"and/or expenses incurred by the Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":81,"box":{"x":89,"y":263,"width":869,"height":12}},{"id":"1beaeed6-5aaf-4479-8f64-cd82a52b8db0","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":81,"box":{"x":89,"y":278,"width":566,"height":13}},{"id":"bfdf8334-50ab-4655-b9b0-9792c589c525","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":81,"box":{"x":89,"y":305,"width":877,"height":12}},{"id":"e89ca754-e09f-4a8a-9e61-55128b5ea35f","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":81,"box":{"x":89,"y":320,"width":859,"height":12}},{"id":"b5dc0b01-27b8-4a4c-bef4-0bebbaec141d","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":81,"box":{"x":89,"y":335,"width":861,"height":12}},{"id":"7d6aa2bb-a232-446f-9041-8df38328fabd","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":81,"box":{"x":89,"y":350,"width":859,"height":12}},{"id":"510ce832-f8ae-47f0-83f5-0aa991a0fa55","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":81,"box":{"x":89,"y":365,"width":856,"height":12}},{"id":"e47e1cc6-740e-457e-a508-42d87c62fff3","block_type":"box","text":"BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing","page_number":81,"box":{"x":89,"y":380,"width":846,"height":13}},{"id":"7ad7d7eb-8fba-4a4e-ade5-7526290a372b","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":81,"box":{"x":89,"y":395,"width":867,"height":13}},{"id":"90cbee89-62f9-4f10-b0a9-6fd42183b9bc","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":81,"box":{"x":89,"y":410,"width":852,"height":13}},{"id":"c0b97c0d-79dc-4976-88e0-2ed3bbe5a904","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":81,"box":{"x":88,"y":426,"width":876,"height":12}},{"id":"620c8ea4-4023-40fe-992a-b7b72ecbfbab","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":81,"box":{"x":89,"y":452,"width":681,"height":12}},{"id":"4859777b-1dfb-479c-98a4-ac4f402c9d27","block_type":"box","text":"e.g","page_number":81,"box":{"x":771,"y":455,"width":20,"height":9}},{"id":"e7f7e0ac-1a25-47b6-9dda-6b41756900cc","block_type":"box","text":"., custodians,","page_number":81,"box":{"x":793,"y":452,"width":90,"height":11}},{"id":"4d0db2ab-e601-4a7d-8feb-235260556271","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":81,"box":{"x":89,"y":467,"width":846,"height":13}},{"id":"d01da58f-ce56-42bc-8878-6875f9bdae92","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":81,"box":{"x":89,"y":482,"width":853,"height":13}},{"id":"7703689d-8482-4714-bdbf-c5661c89eeb8","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":81,"box":{"x":89,"y":497,"width":858,"height":13}},{"id":"6f7783ce-95b1-42a2-b437-9c8890bdab41","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":81,"box":{"x":88,"y":513,"width":866,"height":12}},{"id":"47ddcaa4-1b5b-4e53-a901-424a06f637a6","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":81,"box":{"x":88,"y":528,"width":875,"height":12}},{"id":"84d300e2-4d71-4794-853b-306ff4ba2d5e","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":81,"box":{"x":89,"y":543,"width":825,"height":12}},{"id":"847bbeeb-46ee-47bc-af9a-c9deccce29e4","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":81,"box":{"x":89,"y":558,"width":843,"height":12}},{"id":"167382d7-6827-4ccd-abe6-cde6f866177a","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":81,"box":{"x":89,"y":573,"width":861,"height":12}},{"id":"c52a146e-3056-4d73-b417-01cd2069b657","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":81,"box":{"x":89,"y":588,"width":819,"height":12}},{"id":"c5796516-d39f-470f-a363-007f34e9d841","block_type":"box","text":"different fee structures.","page_number":81,"box":{"x":89,"y":603,"width":161,"height":10}},{"id":"894631ba-ad4f-45f5-a3f8-d10afab4eb41","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":81,"box":{"x":89,"y":630,"width":817,"height":12}},{"id":"56e85fbd-d2d1-4f24-a15d-9bf01e6b37c4","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":81,"box":{"x":89,"y":645,"width":853,"height":12}},{"id":"d29611d6-406d-48b8-9d67-6d8b0c3b5d2c","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":81,"box":{"x":89,"y":660,"width":872,"height":12}},{"id":"7649e83e-fda6-40d8-85b6-30ef83ba9611","block_type":"box","text":"client account over another.","page_number":81,"box":{"x":89,"y":675,"width":194,"height":10}},{"id":"a0c04ca0-45ab-45ce-9dc5-b36d9467f51d","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":81,"box":{"x":89,"y":702,"width":833,"height":12}},{"id":"0f1a2e20-2775-43b5-bbef-572d18202c01","block_type":"box","text":"systems used by Fund service providers. 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Performance-based","page_number":84,"box":{"x":88,"y":59,"width":879,"height":12}},{"id":"750d3b99-ceca-4076-9664-70b05647085d","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":84,"box":{"x":88,"y":74,"width":799,"height":12}},{"id":"eca995bc-492f-4355-b396-bd75400d11f7","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":84,"box":{"x":89,"y":89,"width":832,"height":13}},{"id":"441e22de-1488-424c-92df-27dabce94c96","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":84,"box":{"x":89,"y":104,"width":843,"height":13}},{"id":"90d4205d-2d16-459d-83f9-602516aed166","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":84,"box":{"x":89,"y":119,"width":872,"height":13}},{"id":"0f3b9e5b-536f-48c7-8c6c-42be90e568c5","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":84,"box":{"x":89,"y":135,"width":865,"height":12}},{"id":"0c099d8f-23d7-44d2-b5a4-59ed396bd217","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":84,"box":{"x":89,"y":150,"width":845,"height":12}},{"id":"29a0824e-3cbf-49a5-b8df-4dc551361353","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":84,"box":{"x":89,"y":165,"width":791,"height":12}},{"id":"7c2555af-4216-412d-bfad-4f34d0006a5b","block_type":"box","text":"The tables below show, for each Portfolio Manager, the number of portfolios or accounts of the types set forth in the above","page_number":84,"box":{"x":88,"y":191,"width":861,"height":13}},{"id":"6aba52fc-8985-4344-9933-711793253be8","block_type":"box","text":"tables and the aggregate of total assets in those portfolios or accounts with respect to which the investment management","page_number":84,"box":{"x":88,"y":206,"width":858,"height":13}},{"id":"0f68a4af-17a9-43e8-90cf-e34649390a7e","block_type":"box","text":"fees are based on the performance of those portfolios or accounts as of July 31, 2025:","page_number":84,"box":{"x":88,"y":222,"width":597,"height":12}},{"id":"b96bb625-fe62-4768-bb4b-8479fc1012b1","block_type":"box","text":"Orlando Montalvo","page_number":84,"box":{"x":89,"y":250,"width":130,"height":10}},{"id":"815efcce-eae4-4864-93e7-4b56947a1109","block_type":"box","text":"Types of Accounts","page_number":84,"box":{"x":88,"y":288,"width":107,"height":10}},{"id":"35564684-5b67-4fc8-b927-32c780e9f876","block_type":"box","text":"Number of Other Accounts","page_number":84,"box":{"x":643,"y":268,"width":155,"height":7}},{"id":"b64cc6ea-009f-4ac4-a5f0-8df4ac21a3ef","block_type":"box","text":"with Performance Fees","page_number":84,"box":{"x":654,"y":278,"width":132,"height":7}},{"id":"b84303c4-1d8d-43d6-b593-58e883c66b59","block_type":"box","text":"Managed by Portfolio Manager","page_number":84,"box":{"x":631,"y":288,"width":179,"height":10}},{"id":"700597cc-2275-4b9d-a619-c3ec8c8acb4f","block_type":"box","text":"Aggregate","page_number":84,"box":{"x":896,"y":278,"width":59,"height":9}},{"id":"feba08f1-028e-43a7-8a2a-5dfb1496b665","block_type":"box","text":"of Total Assets","page_number":84,"box":{"x":884,"y":288,"width":84,"height":7}},{"id":"1cfd2214-8ec6-45e9-b785-793583663131","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":84,"box":{"x":89,"y":308,"width":851,"height":13}},{"id":"00874071-0f9b-47eb-becb-58347358fe99","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":84,"box":{"x":89,"y":324,"width":851,"height":9}},{"id":"ef0f327d-2322-4c5a-b228-34a1748eabbc","block_type":"box","text":"Other Accounts 0 N/A","page_number":84,"box":{"x":89,"y":339,"width":851,"height":9}},{"id":"eb9bdfd9-f44d-4b89-9215-c2ef49f327d6","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":84,"box":{"x":88,"y":371,"width":303,"height":13}},{"id":"ef628d21-0028-4bc5-abcf-bf6951d5f353","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of July 31, 2025.","page_number":84,"box":{"x":88,"y":398,"width":628,"height":12}},{"id":"caf942c5-b2ee-4fa4-883c-3dae2f67c750","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":84,"box":{"x":89,"y":424,"width":824,"height":13}},{"id":"c5e14024-3aa0-4fd3-8fe8-42bc02a23219","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":84,"box":{"x":89,"y":439,"width":861,"height":13}},{"id":"581d3e7a-311e-457c-8b71-b5141807d32e","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":84,"box":{"x":89,"y":455,"width":836,"height":12}},{"id":"cc5942ad-6cef-4a27-ac43-cfb612012c93","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":84,"box":{"x":89,"y":470,"width":865,"height":12}},{"id":"9270cd26-f2b0-4ac9-8b81-2d1754649e1a","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":84,"box":{"x":89,"y":485,"width":496,"height":12}},{"id":"73ee7d04-c12f-4aeb-b666-d2dea1238467","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":84,"box":{"x":89,"y":511,"width":850,"height":13}},{"id":"d9ccc327-4f69-411f-a069-909838a50e02","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":84,"box":{"x":89,"y":526,"width":787,"height":13}},{"id":"8bce189c-1f1d-4083-807b-437f5961cba0","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":84,"box":{"x":89,"y":542,"width":872,"height":12}},{"id":"f53e764d-7cb2-4882-bde7-a52431e1f9a2","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":84,"box":{"x":88,"y":557,"width":856,"height":12}},{"id":"3214abbf-7ab6-43f3-a982-bc5bf7833c0f","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":84,"box":{"x":88,"y":572,"width":876,"height":12}},{"id":"b7cdb1b9-58a1-464b-9a98-e8af3d6923d7","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":84,"box":{"x":89,"y":587,"width":835,"height":12}},{"id":"cf82e2d5-1187-46b8-a363-57f0eb43da8e","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":84,"box":{"x":89,"y":602,"width":815,"height":12}},{"id":"c1d1f387-6604-48a2-8176-e2753d364b7a","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":84,"box":{"x":89,"y":617,"width":824,"height":12}},{"id":"55384ff6-a5c1-4f69-b004-1c53e066a46d","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":84,"box":{"x":89,"y":632,"width":847,"height":13}},{"id":"0792ce49-fe7b-4045-b219-139305ccb079","block_type":"box","text":"shareholders and motivate performance.","page_number":84,"box":{"x":89,"y":647,"width":284,"height":13}},{"id":"6a4f263b-979d-4601-9dd6-8517b922e903","block_type":"box","text":"As of July 31, 2025, the Portfolio Managers did not beneficially own shares of the Funds.","page_number":84,"box":{"x":88,"y":674,"width":613,"height":12}},{"id":"078d40bc-c89b-4675-a37b-870f2c0e3377","block_type":"box","text":"Codes of Ethics.","page_number":84,"box":{"x":89,"y":700,"width":114,"height":10}},{"id":"3d996c5f-22c2-466d-b7b2-d927608dd606","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":84,"box":{"x":211,"y":700,"width":751,"height":13}},{"id":"632fc496-9218-43af-b472-843555c2e881","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":84,"box":{"x":88,"y":715,"width":833,"height":13}},{"id":"9d6da0c2-f4ac-450d-b387-d9c1087502c7","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":84,"box":{"x":89,"y":730,"width":865,"height":13}},{"id":"4a3f1ad4-d24e-4834-af90-3448e44f7098","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":84,"box":{"x":88,"y":746,"width":829,"height":12}},{"id":"db14b5eb-0cf2-4b43-9a8d-d7ea9de47501","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":84,"box":{"x":89,"y":761,"width":754,"height":12}},{"id":"78b7cd84-227a-4f71-ada9-5cad347ad9c4","block_type":"box","text":"publicinfo@sec.gov.","page_number":84,"box":{"x":89,"y":776,"width":139,"height":12}},{"id":"aa80b938-db4c-45d6-9600-46df79c120cd","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":84,"box":{"x":88,"y":802,"width":282,"height":13}},{"id":"b9b950b7-4cf7-4783-9573-87f39c2f46d0","block_type":"box","text":"The Fund is subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":84,"box":{"x":379,"y":802,"width":570,"height":13}},{"id":"009dc9f1-3f10-4275-8c66-393c35763bc4","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":84,"box":{"x":89,"y":817,"width":877,"height":13}},{"id":"39fa06ec-39ca-4f4c-bd31-d76d7e0789da","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":84,"box":{"x":89,"y":833,"width":870,"height":12}},{"id":"cb01f385-75c9-492b-8840-55042a03983a","block_type":"box","text":"70","page_number":84,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"70f10610-c13c-478c-9b10-11139d4d4a6e","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":85,"box":{"x":88,"y":44,"width":860,"height":12}},{"id":"c85edc37-7698-451d-9063-1f81d36f4f6c","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":85,"box":{"x":88,"y":59,"width":807,"height":12}},{"id":"754fa3dd-42d0-4e90-aaeb-1c10f4e5268b","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":85,"box":{"x":89,"y":74,"width":367,"height":12}},{"id":"0e780f61-cd22-4253-997e-e2536d88191c","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":85,"box":{"x":88,"y":101,"width":860,"height":12}},{"id":"f55fe657-c925-4535-9f0b-9d5dd77072c7","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":85,"box":{"x":88,"y":116,"width":844,"height":12}},{"id":"299543de-8248-4481-b922-f3b1b1b034a6","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":85,"box":{"x":89,"y":131,"width":839,"height":12}},{"id":"6fde5b95-abb5-40d0-9360-aaa326142fda","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":85,"box":{"x":89,"y":146,"width":721,"height":12}},{"id":"37912fbc-2462-4faa-a9e9-35d1303e4c6b","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":85,"box":{"x":88,"y":172,"width":329,"height":13}},{"id":"b99f1fd7-19da-4c02-9e95-4864d6563913","block_type":"box","text":"Citibank serves as administrator, custodian and transfer agent for the Funds under the Master Services Agreement (the","page_number":85,"box":{"x":89,"y":199,"width":832,"height":12}},{"id":"769372d6-3ad2-4195-9368-338fb22e8662","block_type":"box","text":"“Master Services Agreement”). Citibank’s principal address is 388 Greenwich Street, New York, NY 10013. Pursuant to the","page_number":85,"box":{"x":89,"y":214,"width":849,"height":12}},{"id":"ec78860b-722c-4d97-8572-8da5bbc878b0","block_type":"box","text":"Master Services Agreement with the Trust, Citibank provides necessary administrative, tax and accounting and financial","page_number":85,"box":{"x":89,"y":229,"width":838,"height":12}},{"id":"c59359be-9fe3-4cde-ad38-4fef7554a9c6","block_type":"box","text":"reporting services for the maintenance and operations of the Trust and each Fund. In addition, Citibank makes available the","page_number":85,"box":{"x":89,"y":244,"width":863,"height":13}},{"id":"57dd54fa-44b3-49d0-ae36-e1c8479aaff5","block_type":"box","text":"office space, equipment, personnel and facilities required to provide such services. Pursuant to the Master Services","page_number":85,"box":{"x":89,"y":259,"width":802,"height":13}},{"id":"7b728765-b498-47d9-a88c-da7d697e036a","block_type":"box","text":"Agreement with the Trust, Citibank maintains, in separate accounts, cash, securities and other assets of the Trust and each","page_number":85,"box":{"x":88,"y":274,"width":861,"height":13}},{"id":"2b657f20-6556-4402-bd9f-6ec5fe0929e6","block_type":"box","text":"Fund, keeps all necessary accounts and records and provides other services. Citibank is required, upon the order of the Trust,","page_number":85,"box":{"x":89,"y":290,"width":873,"height":12}},{"id":"f9a867f6-99b7-4e60-ade1-f29bcf4b7613","block_type":"box","text":"to deliver securities held by Citibank and to make payments for securities purchased by the Trust for each Fund. Citibank is","page_number":85,"box":{"x":88,"y":305,"width":857,"height":12}},{"id":"6a40a861-da26-4152-809f-0370d8743be7","block_type":"box","text":"authorized to appoint certain foreign custodians or foreign custody managers for Fund investments outside the U.S. Pursuant","page_number":85,"box":{"x":89,"y":320,"width":878,"height":12}},{"id":"1d4bb04b-f4ca-4cfb-b181-7f4f4bb1868b","block_type":"box","text":"to the Master Services Agreement with the Trust, Citibank acts as a transfer agent for each Fund’s authorized and issued","page_number":85,"box":{"x":88,"y":335,"width":843,"height":12}},{"id":"8b5b84f1-62f2-42e7-bc32-342822bb553e","block_type":"box","text":"shares of beneficial interest, and as dividend disbursing agent of the Trust. As compensation for these services, Citibank","page_number":85,"box":{"x":89,"y":350,"width":838,"height":12}},{"id":"3f0656dc-edf5-4224-ad32-96551e86711c","block_type":"box","text":"receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by BFA.","page_number":85,"box":{"x":89,"y":365,"width":875,"height":12}},{"id":"020a223d-ea9e-4c81-b9d7-56520814cc06","block_type":"box","text":"BFA pays the compensation because it has agreed to pay these operating expenses under the Investment Advisory","page_number":85,"box":{"x":89,"y":380,"width":801,"height":13}},{"id":"eead0a6b-3185-4c43-8a85-557aa0cae345","block_type":"box","text":"Agreement as described therein.","page_number":85,"box":{"x":88,"y":395,"width":227,"height":13}},{"id":"a4b42a9a-53de-458b-83fa-dbb03e032243","block_type":"box","text":"Prior to November 10, 2025, State Street Bank and Trust Company (“State Street”) served as administrator, custodian and","page_number":85,"box":{"x":89,"y":422,"width":848,"height":12}},{"id":"5759b0f4-dc03-4570-ae2f-b5b68bf543b3","block_type":"box","text":"transfer agent for the Funds.","page_number":85,"box":{"x":88,"y":437,"width":199,"height":12}},{"id":"e4d73c7a-c809-400d-b9a7-0b58d0c96640","block_type":"box","text":"JPMorgan serves as custodian for the Funds in connection with certain securities lending activities under a Custody Services","page_number":85,"box":{"x":88,"y":463,"width":869,"height":13}},{"id":"e9c47ee3-c113-4385-9375-923621daf23b","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":85,"box":{"x":88,"y":479,"width":479,"height":12}},{"id":"c587ea66-c80d-4da7-9cec-7796bb9fa4b5","block_type":"box","text":"th","page_number":85,"box":{"x":570,"y":477,"width":10,"height":6}},{"id":"45a4e1fd-1880-4eec-af5f-91a13c662b52","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":85,"box":{"x":586,"y":479,"width":362,"height":12}},{"id":"d7fc326d-e9a7-4f35-a446-d36449dc41fc","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":85,"box":{"x":88,"y":494,"width":863,"height":12}},{"id":"5334e238-93b1-47c2-aa18-3fbb7176087a","block_type":"box","text":"lending by each Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":85,"box":{"x":89,"y":509,"width":828,"height":12}},{"id":"2bfd9950-0e3e-4586-8464-c4e616071c4d","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":85,"box":{"x":89,"y":524,"width":867,"height":12}},{"id":"17b86bad-aae2-4777-bda4-1ee4ed3f43cf","block_type":"box","text":"JPMorgan receives certain fees and expenses paid by BTC from its compensation for its services as securities lending agent.","page_number":85,"box":{"x":88,"y":539,"width":861,"height":12}},{"id":"6ed3a7ae-1662-4c4e-8cf1-f776ade452c9","block_type":"box","text":"Distributor.","page_number":85,"box":{"x":89,"y":565,"width":80,"height":10}},{"id":"a2af6211-da1b-49c4-ad53-ec2639baffdf","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":85,"box":{"x":178,"y":565,"width":783,"height":13}},{"id":"71ce3606-36dd-4c1f-b926-624078b273d3","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":85,"box":{"x":89,"y":581,"width":854,"height":12}},{"id":"0a01225d-5eeb-4d66-9b63-6a685d39f797","block_type":"box","text":"below in the","page_number":85,"box":{"x":89,"y":596,"width":85,"height":9}},{"id":"cdaa38a8-f00b-412f-8e24-e71d01ec310a","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":85,"box":{"x":179,"y":596,"width":300,"height":12}},{"id":"a1f2fadc-eb6d-48f7-90e8-9144c3e1013b","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units","page_number":85,"box":{"x":484,"y":596,"width":473,"height":9}},{"id":"229433fe-9a7a-433b-9ae1-4febd6a6f81f","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":85,"box":{"x":89,"y":611,"width":845,"height":12}},{"id":"30052b21-e3de-4d69-b9f1-4065e48460ea","block_type":"box","text":"applicable Prospectus and, upon request, this SAI to persons purchasing Creation Units and will maintain records of both","page_number":85,"box":{"x":89,"y":626,"width":846,"height":12}},{"id":"f6ae06f7-d086-4e58-ac45-d39381b9e010","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":85,"box":{"x":89,"y":641,"width":861,"height":12}},{"id":"dc74baf2-6b99-4606-a2c9-448dc8927d51","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":85,"box":{"x":89,"y":656,"width":852,"height":13}},{"id":"78ba12d1-c918-44a9-852e-b962d45462d9","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":85,"box":{"x":89,"y":671,"width":876,"height":13}},{"id":"4b824583-8b37-46c6-9a0e-59b97412b12d","block_type":"box","text":"in Puerto Rico, the U.S. Virgin Islands and the District of Columbia.","page_number":85,"box":{"x":89,"y":686,"width":462,"height":13}},{"id":"5a923f0d-bb7b-46e0-9760-55fdcdf3d636","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":85,"box":{"x":88,"y":713,"width":829,"height":12}},{"id":"7f0edcd5-d7d4-4e98-81db-296af419779a","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":85,"box":{"x":89,"y":728,"width":840,"height":12}},{"id":"106a195f-d7c8-4d4e-997a-eca6753345a9","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":85,"box":{"x":88,"y":743,"width":861,"height":12}},{"id":"336f0169-deb8-4a64-8430-b530c554819a","block_type":"box","text":"The Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":85,"box":{"x":88,"y":758,"width":811,"height":13}},{"id":"293e8a14-56c5-4f11-b637-fb06b6e5532f","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":85,"box":{"x":88,"y":785,"width":848,"height":12}},{"id":"3acc0655-1460-4d33-919b-53f85e96ebec","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":85,"box":{"x":89,"y":800,"width":818,"height":12}},{"id":"50b0bf4e-7f3f-4ac5-8969-a0018661e26f","block_type":"box","text":"participants and/or investor services organizations.","page_number":85,"box":{"x":89,"y":815,"width":357,"height":12}},{"id":"06b98228-ec24-41e1-8818-937ff12dddc7","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":85,"box":{"x":89,"y":841,"width":847,"height":13}},{"id":"b1d02ec6-90a4-493e-8a9d-7eae34960481","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":85,"box":{"x":89,"y":856,"width":743,"height":13}},{"id":"d90b9dd7-4a88-4728-909e-ba3610af7f39","block_type":"box","text":"71","page_number":85,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"30b79487-c422-4820-ba01-99951e0d34fe","block_type":"box","text":"Securities Lending.","page_number":86,"box":{"x":88,"y":44,"width":137,"height":12}},{"id":"cf768990-ff41-41f9-b52b-440fba690b59","block_type":"box","text":"To the extent that a Fund engages in securities lending, each Fund conducts its securities lending","page_number":86,"box":{"x":234,"y":44,"width":681,"height":12}},{"id":"bd71639f-8a17-4340-a798-6d6f17374949","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":86,"box":{"x":89,"y":59,"width":872,"height":12}},{"id":"14b79dae-24ca-4ceb-baca-f5c343ac682e","block_type":"box","text":"BFA, pursuant to a written agreement (the “Securities Lending Agency Agreement”).","page_number":86,"box":{"x":89,"y":74,"width":592,"height":12}},{"id":"fe1d48e7-72a9-47e7-b10c-ab153e9e8d21","block_type":"box","text":"Each Fund and Underlying Fund retains a portion of the securities lending income and remits the remaining portion to BTC as","page_number":86,"box":{"x":89,"y":101,"width":878,"height":12}},{"id":"a8c127a8-e349-47b0-a9ef-4b08abb8c5d9","block_type":"box","text":"compensation for its services as securities lending agent. Securities lending income is generally equal to the total of income","page_number":86,"box":{"x":89,"y":116,"width":864,"height":12}},{"id":"a8bcec35-bfe6-4b85-ae62-eaee3d571501","block_type":"box","text":"earned from the reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or","page_number":86,"box":{"x":89,"y":131,"width":859,"height":12}},{"id":"cac2a18b-fddd-4347-a78c-6457bf5fc32e","block_type":"box","text":"other payments to and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly","page_number":86,"box":{"x":89,"y":146,"width":837,"height":12}},{"id":"6cd1c594-4238-45a8-949e-35594ae4a23a","block_type":"box","text":"related to securities lending, including custodial costs of JPMorgan. Each Fund and Underlying Fund are responsible for fees","page_number":86,"box":{"x":89,"y":161,"width":864,"height":12}},{"id":"845f176e-2fce-4e65-ab0e-7c5139f0d2f8","block_type":"box","text":"in connection with the investment of cash collateral received for securities on loan in a money market fund managed by BFA","page_number":86,"box":{"x":89,"y":176,"width":870,"height":13}},{"id":"63bad7cb-0670-496e-9088-2e3efdc27883","block_type":"box","text":"(the “collateral investment fees”); however, BTC has agreed to reduce the amount of securities lending income it receives in","page_number":86,"box":{"x":89,"y":191,"width":860,"height":13}},{"id":"0efcd3c1-8f16-48bb-af4c-6b3272da21c4","block_type":"box","text":"order to effectively limit the collateral investment fees a Fund bears to an annual rate of 0.04%. Such money market fund","page_number":86,"box":{"x":89,"y":206,"width":845,"height":13}},{"id":"bfea480f-e997-4d8d-a447-943c868dd696","block_type":"box","text":"shares will not be subject to a sales load, redemption fee, distribution fee or service fee.","page_number":86,"box":{"x":89,"y":222,"width":608,"height":12}},{"id":"5342cdd1-aa18-4e6e-b6b3-7201f584abe7","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":86,"box":{"x":88,"y":248,"width":841,"height":12}},{"id":"28e2018d-5ffb-4de6-afe2-36ba8dad1fe5","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":86,"box":{"x":89,"y":263,"width":858,"height":12}},{"id":"493606dc-ae87-42ed-8253-61d7165706dd","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":86,"box":{"x":88,"y":278,"width":844,"height":13}},{"id":"977d328e-0be1-4a9b-b1c1-dfdc5f1bdc76","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":86,"box":{"x":88,"y":293,"width":868,"height":13}},{"id":"fdc53754-f753-42af-b262-683c82221bba","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":86,"box":{"x":89,"y":308,"width":865,"height":13}},{"id":"ef367279-df3c-46fd-b75b-80967884b9a6","block_type":"box","text":"fund’s net assets, unless the liquidity costs are de minimis (","page_number":86,"box":{"x":88,"y":324,"width":415,"height":12}},{"id":"4de7fb41-783c-4ac7-aef8-593756748112","block_type":"box","text":"i.e","page_number":86,"box":{"x":504,"y":325,"width":15,"height":8}},{"id":"c0841ff8-1084-4d6b-9fa0-f1052a359bd9","block_type":"box","text":"., less than one basis point (0.01%)). The money market fund","page_number":86,"box":{"x":520,"y":324,"width":429,"height":12}},{"id":"047f4b08-63dc-4de2-96aa-804e30c06551","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":86,"box":{"x":88,"y":339,"width":879,"height":12}},{"id":"a70ba65b-7e5c-4fc7-8608-286cdc982333","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":86,"box":{"x":88,"y":354,"width":861,"height":12}},{"id":"c215e51e-6067-47c2-ad31-c6add906d547","block_type":"box","text":"that day. There is no limit to the size of a mandatory liquidity fee. If the money market fund cannot estimate the costs of","page_number":86,"box":{"x":88,"y":369,"width":841,"height":12}},{"id":"1a546c3b-f5ec-4032-8ac5-03b2bb75677d","block_type":"box","text":"selling a pro rata amount of each portfolio security in good faith and supported by data, it is required to apply a default","page_number":86,"box":{"x":89,"y":384,"width":831,"height":12}},{"id":"3296e925-f99c-43cb-a343-97e9fdbcf916","block_type":"box","text":"liquidity fee of 1% on the value of shares redeemed on that day. The imposition of any such discretionary or mandatory","page_number":86,"box":{"x":89,"y":399,"width":835,"height":13}},{"id":"09b79b5c-d7b9-4039-90f5-37d21334204f","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":86,"box":{"x":89,"y":414,"width":464,"height":13}},{"id":"ff1f55d8-3408-46b4-95cb-6d60e2e933e1","block_type":"box","text":"Under the securities lending program, the Funds are categorized into one of several specific asset classes. The determination","page_number":86,"box":{"x":89,"y":441,"width":871,"height":12}},{"id":"4f399096-5947-46ae-95ac-04ee52a7ea9e","block_type":"box","text":"of a Fund’s asset class category (fixed-income, domestic equity, international equity or fund-of-funds), each of which may be","page_number":86,"box":{"x":89,"y":456,"width":877,"height":12}},{"id":"88580d14-6643-465c-9f74-62a69cdfd430","block_type":"box","text":"subject to a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.","page_number":86,"box":{"x":89,"y":471,"width":685,"height":12}},{"id":"5248122c-7811-4657-97a7-4ab1890a1fcd","block_type":"box","text":"Pursuant to the current Securities Lending Agency Agreement:","page_number":86,"box":{"x":89,"y":497,"width":439,"height":13}},{"id":"f147d737-9034-4f21-8ee7-79870a92f760","block_type":"box","text":"(i) fund-of-funds, such as the Funds, retain 82% of securities lending income (which excludes collateral investment fees),","page_number":86,"box":{"x":89,"y":524,"width":849,"height":12}},{"id":"760d69db-2256-46b4-bb6b-2fc5b6f9c547","block_type":"box","text":"and (ii) this amount can never be less than 70% of the sum of securities lending income plus collateral investment fees.","page_number":86,"box":{"x":89,"y":539,"width":836,"height":12}},{"id":"5a445e8f-2053-45bd-a1a9-f8c29c158c0c","block_type":"box","text":"In addition, commencing the business day following the date that the aggregate securities lending income (which includes,","page_number":86,"box":{"x":89,"y":565,"width":863,"height":13}},{"id":"5f1af803-1932-4cdc-a99f-03725708f296","block_type":"box","text":"for this purpose, collateral investment fees) earned across the iShares Complex (as defined in the","page_number":86,"box":{"x":88,"y":581,"width":679,"height":12}},{"id":"bc722f1a-5311-4c54-9e4c-ae3db0170efd","block_type":"box","text":"Management — Trustees","page_number":86,"box":{"x":772,"y":581,"width":178,"height":12}},{"id":"07802860-3927-4c01-8036-0e94af541f37","block_type":"box","text":"and Officers","page_number":86,"box":{"x":88,"y":596,"width":84,"height":11}},{"id":"5cb032c6-01ef-4375-851f-ee71c1fe28cf","block_type":"box","text":"section of this SAI) in a calendar year exceeds specified thresholds, each applicable fund-of-fund, pursuant to","page_number":86,"box":{"x":177,"y":596,"width":767,"height":12}},{"id":"e5fdcc2e-db01-449d-9c85-12065237434a","block_type":"box","text":"the current Securities Lending Agency Agreement, will receive for the remainder of that calendar year securities lending","page_number":86,"box":{"x":88,"y":611,"width":837,"height":12}},{"id":"6d494335-fba6-4cf3-bc35-f7251c2b1332","block_type":"box","text":"income as follows:","page_number":86,"box":{"x":89,"y":626,"width":128,"height":10}},{"id":"92315297-ee30-4603-ab68-e0c971b79f8a","block_type":"box","text":"(i) 85% of securities lending income (which excludes collateral investment fees) and (ii) this amount can never be less than","page_number":86,"box":{"x":89,"y":652,"width":862,"height":13}},{"id":"d9d256ad-fb76-4d64-9a53-91e2f4907b8b","block_type":"box","text":"70% of the sum of securities lending income plus collateral investment fees.","page_number":86,"box":{"x":89,"y":668,"width":532,"height":12}},{"id":"0e4df497-9a0a-40c7-be63-044f187ef407","block_type":"box","text":"The services provided to the Funds by BTC in the most recent fiscal year ended July 31, 2025 primarily included the following:","page_number":86,"box":{"x":88,"y":694,"width":874,"height":12}},{"id":"bf173f1e-2f5b-4428-995e-9bc3e2bad421","block_type":"box","text":"(1) selecting borrowers from an approved list of borrowers and executing a securities lending agreement as agent on","page_number":86,"box":{"x":109,"y":720,"width":817,"height":13}},{"id":"36c262a1-bbdc-408d-a125-4f2d02403cc6","block_type":"box","text":"behalf of the Funds with each such borrower;","page_number":86,"box":{"x":109,"y":736,"width":316,"height":11}},{"id":"d2c56b44-1b3a-43d8-be4b-6e09d947bd6b","block_type":"box","text":"(2) negotiating the terms of securities loans, including the amount of fees;","page_number":86,"box":{"x":109,"y":762,"width":519,"height":12}},{"id":"e55a8513-c105-470d-9884-14a9c566b891","block_type":"box","text":"(3) directing the delivery of loaned securities;","page_number":86,"box":{"x":109,"y":788,"width":314,"height":13}},{"id":"5f391f51-e97a-4214-9e85-e48edebc323b","block_type":"box","text":"(4) monitoring the daily value of the loaned securities and directing the payment of additional collateral or the return of","page_number":86,"box":{"x":109,"y":815,"width":836,"height":12}},{"id":"d94892bc-31f1-4ada-bd67-d9df999f33f3","block_type":"box","text":"excess collateral, as necessary;","page_number":86,"box":{"x":108,"y":830,"width":214,"height":12}},{"id":"33db22aa-a3bb-4f39-a545-3a205bc713cc","block_type":"box","text":"(5) investing cash collateral received in connection with any loaned securities;","page_number":86,"box":{"x":109,"y":856,"width":543,"height":13}},{"id":"1432901a-f911-4f42-a773-467716b1d886","block_type":"box","text":"72","page_number":86,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8766a386-ee17-4111-94de-fc3886e4a535","block_type":"box","text":"(6) monitoring distributions on loaned securities (for example, interest and dividend activity);","page_number":87,"box":{"x":109,"y":44,"width":652,"height":12}},{"id":"9db9986a-de2a-497b-bbff-b6d99b0636d2","block_type":"box","text":"(7) in the event of default by a borrower with respect to any securities loan, using the collateral or the proceeds of the","page_number":87,"box":{"x":109,"y":70,"width":821,"height":13}},{"id":"f8d235ac-737e-47af-9864-f17b73aa6ca9","block_type":"box","text":"liquidation of collateral to purchase replacement securities of the same issue, type, class and series as that of the loaned","page_number":87,"box":{"x":109,"y":85,"width":839,"height":13}},{"id":"c224b71e-114e-46c6-8fef-3a2c081d7188","block_type":"box","text":"securities; and","page_number":87,"box":{"x":108,"y":101,"width":100,"height":11}},{"id":"df849b23-2f09-4d4a-9f3d-12bb9fe2fc34","block_type":"box","text":"(8) terminating securities loans and arranging for the return of loaned securities to the Funds at loan termination.","page_number":87,"box":{"x":109,"y":127,"width":793,"height":12}},{"id":"563b0dc6-3be9-4233-8718-d89eac18318c","block_type":"box","text":"The following tables show the dollar amounts of income and fees/compensation related to the securities lending activities of","page_number":87,"box":{"x":88,"y":153,"width":878,"height":13}},{"id":"6d55c64b-9bd4-4707-92d2-9043ba949128","block_type":"box","text":"each Fund during its most recent fiscal year ended July 31, 2025.","page_number":87,"box":{"x":89,"y":169,"width":449,"height":12}},{"id":"4b4ceca1-cb2d-4a14-88a8-5cee6ba05a2c","block_type":"box","text":"Fund","page_number":87,"box":{"x":89,"y":228,"width":27,"height":8}},{"id":"0199af3c-6dd3-4cea-9477-adab3f13ae63","block_type":"box","text":"iShares Currency","page_number":87,"box":{"x":567,"y":208,"width":98,"height":10}},{"id":"d8cd220c-546e-4aa3-b0cc-04ea21162c9b","block_type":"box","text":"Hedged MSCI ACWI","page_number":87,"box":{"x":559,"y":218,"width":113,"height":10}},{"id":"ac2f8335-4591-42fd-b4b3-53238da87401","block_type":"box","text":"ex U.S. ETF","page_number":87,"box":{"x":584,"y":229,"width":63,"height":7}},{"id":"d4f2a875-be6a-4247-8a5a-6f5e86039a23","block_type":"box","text":"iShares Currency","page_number":87,"box":{"x":722,"y":208,"width":98,"height":10}},{"id":"8867e9b8-28ab-455a-aac6-4e32240de7c4","block_type":"box","text":"Hedged MSCI","page_number":87,"box":{"x":733,"y":218,"width":77,"height":10}},{"id":"0e870560-05f5-4f7f-b12c-58381fc7b402","block_type":"box","text":"EAFE ETF","page_number":87,"box":{"x":745,"y":229,"width":53,"height":7}},{"id":"f64f4384-c201-4d0e-9b87-8d0f03f2cf07","block_type":"box","text":"iShares Currency","page_number":87,"box":{"x":870,"y":198,"width":98,"height":10}},{"id":"e0c487c5-37ca-43d8-9d13-59aadbafff83","block_type":"box","text":"Hedged","page_number":87,"box":{"x":897,"y":208,"width":44,"height":10}},{"id":"5fb71791-5881-47cc-8f8d-5a33ffe86827","block_type":"box","text":"MSCI EAFE","page_number":87,"box":{"x":888,"y":219,"width":62,"height":7}},{"id":"3a5f91c4-b2e7-4486-8b29-afcc9f599a09","block_type":"box","text":"Small-Cap ETF","page_number":87,"box":{"x":877,"y":228,"width":84,"height":10}},{"id":"e7f44fd7-9fe1-42fa-9dc9-b22b33a2dfaa","block_type":"box","text":"Gross income from","page_number":87,"box":{"x":89,"y":246,"width":136,"height":10}},{"id":"7fbc685f-f6a9-4380-907f-e9a1150b0e16","block_type":"box","text":"securities","page_number":87,"box":{"x":105,"y":262,"width":68,"height":9}},{"id":"a0637071-96e7-4e5e-afd4-63b2eb435edd","block_type":"box","text":"lending activities","page_number":87,"box":{"x":105,"y":276,"width":121,"height":13}},{"id":"475098e9-f89c-4b81-afe3-dac7ecb2377f","block_type":"box","text":"$2,083,396 $ 17,111,050 $363,322","page_number":87,"box":{"x":575,"y":246,"width":378,"height":12}},{"id":"cbb2f6ff-39a0-4001-a3de-5e1325f047e0","block_type":"box","text":"Fees and/or compensation","page_number":87,"box":{"x":88,"y":311,"width":188,"height":12}},{"id":"592d6c79-1b6f-4efc-8dd1-39b924d51d90","block_type":"box","text":"for securities lending","page_number":87,"box":{"x":104,"y":326,"width":145,"height":12}},{"id":"ab34d608-12a0-4628-8325-c1e9a13d4aa1","block_type":"box","text":"activities 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Upon termination of the arrangement, the BFA Entities will make additional","page_number":88,"box":{"x":89,"y":801,"width":840,"height":12}},{"id":"fca7c26e-b63d-4c67-9968-5add52dd6ea1","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":88,"box":{"x":89,"y":816,"width":856,"height":13}},{"id":"af53b8ff-46df-4cc6-bae5-98a34d59b4fa","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":88,"box":{"x":88,"y":831,"width":529,"height":13}},{"id":"f9cf379e-3e9b-451d-bc07-49e29190a67e","block_type":"box","text":"74","page_number":88,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5736dd2f-6aa5-4205-b458-0aa46e0a4a2f","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":89,"box":{"x":89,"y":44,"width":873,"height":12}},{"id":"a56aa903-50fd-4d1a-b117-c5c37ae5130e","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":89,"box":{"x":88,"y":59,"width":824,"height":12}},{"id":"7fb5d2d3-10e2-4d4a-aa6a-b8701cc3ab81","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":89,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"6f4030a1-fa7a-4644-97aa-798558d9d413","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":89,"box":{"x":89,"y":89,"width":844,"height":13}},{"id":"697f17a7-5baf-408f-8245-102a0b539233","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":89,"box":{"x":89,"y":104,"width":871,"height":13}},{"id":"5005dbcd-0ae2-4cbb-9ca6-6e03205feeba","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":89,"box":{"x":88,"y":119,"width":850,"height":13}},{"id":"6437a9a5-873b-40a1-a388-5b61fb26c735","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":89,"box":{"x":89,"y":135,"width":863,"height":12}},{"id":"47f343bb-c169-4320-8947-531977b25a93","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":89,"box":{"x":89,"y":150,"width":864,"height":12}},{"id":"c11564c7-d581-4e5e-81af-f30b3e34bf58","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":89,"box":{"x":89,"y":165,"width":861,"height":12}},{"id":"4cfd9718-bf3f-4974-8d6f-a282823c504f","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":89,"box":{"x":89,"y":180,"width":807,"height":12}},{"id":"7b42b051-4ec8-42cf-9a26-d8bd9d966260","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":89,"box":{"x":89,"y":195,"width":871,"height":12}},{"id":"c10416a4-b144-4d26-bebe-b1bf628a947a","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":89,"box":{"x":89,"y":210,"width":875,"height":13}},{"id":"5f9a6d09-dfc8-4698-82f6-ac8a0cfe3de8","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":89,"box":{"x":89,"y":225,"width":851,"height":13}},{"id":"413aff8a-b5b2-411b-9b5c-81d8f13e3e9f","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":89,"box":{"x":89,"y":240,"width":855,"height":13}},{"id":"84efc265-9d21-4b9b-8701-815350d3c7ae","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":89,"box":{"x":88,"y":256,"width":821,"height":12}},{"id":"1d8bec34-32dc-42e2-b39d-e66fb2d8b550","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":89,"box":{"x":89,"y":271,"width":780,"height":12}},{"id":"cf75a9e2-7e50-4722-b425-94d2da9d0edc","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":89,"box":{"x":89,"y":286,"width":839,"height":12}},{"id":"8bb19a0d-0c5b-449b-a225-ea68371fd7c1","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":89,"box":{"x":89,"y":301,"width":821,"height":12}},{"id":"80db6afb-7777-4e8a-9a82-86d8597a3c01","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":89,"box":{"x":89,"y":316,"width":847,"height":12}},{"id":"d2b826c4-f993-416e-b200-aeef7cd69ff3","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":89,"box":{"x":89,"y":331,"width":858,"height":12}},{"id":"0209272d-e110-419c-b409-f9ea1f218db0","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":89,"box":{"x":89,"y":346,"width":877,"height":13}},{"id":"04ca0883-b566-4b13-9bff-38838cf3e3d7","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":89,"box":{"x":89,"y":361,"width":862,"height":13}},{"id":"6859c1dc-a615-45c3-a3c2-67758623b42d","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":89,"box":{"x":88,"y":376,"width":878,"height":13}},{"id":"41d1d71a-2954-45e3-a4d3-f2a0a6897385","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third","page_number":89,"box":{"x":88,"y":392,"width":842,"height":12}},{"id":"918ef83d-d846-40af-af76-230199c7b8cf","block_type":"box","text":"parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":89,"box":{"x":89,"y":407,"width":637,"height":12}},{"id":"2be1460f-cff5-46d0-86cb-2601784f5cc4","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":89,"box":{"x":89,"y":433,"width":861,"height":13}},{"id":"048a64cc-123b-46b3-8503-bea7cd5db491","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":89,"box":{"x":89,"y":448,"width":870,"height":13}},{"id":"17078168-b578-4611-98a7-411704eb6f92","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":89,"box":{"x":89,"y":463,"width":826,"height":13}},{"id":"db53d423-f551-4516-ab51-954e6d9cc8cd","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":89,"box":{"x":89,"y":479,"width":821,"height":12}},{"id":"a78d9dc2-760b-42f6-b442-732aa5a53ea9","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":89,"box":{"x":89,"y":494,"width":805,"height":12}},{"id":"29897384-fa43-49c5-974f-0a40252a5ee2","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":89,"box":{"x":89,"y":509,"width":862,"height":12}},{"id":"a914e150-7703-43e3-b813-fab4f488ab4d","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":89,"box":{"x":88,"y":524,"width":835,"height":12}},{"id":"18c862eb-5cd1-49b8-9708-ceb180afdabf","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":89,"box":{"x":89,"y":539,"width":823,"height":12}},{"id":"4127a31a-f0c4-41f2-8b94-c1e09a137bcd","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":89,"box":{"x":89,"y":554,"width":578,"height":12}},{"id":"48bff68e-10db-4b28-b095-cfec454ba06d","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":89,"box":{"x":88,"y":581,"width":864,"height":12}},{"id":"cf3cd527-dfe0-4b7e-a313-dcd2cfaf90fe","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":89,"box":{"x":89,"y":596,"width":814,"height":12}},{"id":"81c51a93-aedd-4360-9cb8-b1616ce6e1ab","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":89,"box":{"x":89,"y":611,"width":859,"height":12}},{"id":"ec82439a-4377-4bb8-9034-f0fe92211456","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":89,"box":{"x":88,"y":626,"width":865,"height":12}},{"id":"40efdf7c-0097-476b-a697-3be2bd3e28f5","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":89,"box":{"x":88,"y":641,"width":847,"height":12}},{"id":"6775238e-ef50-467e-b75b-72dddc4339dd","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":89,"box":{"x":89,"y":656,"width":851,"height":13}},{"id":"56d0403b-db21-429f-b824-e02a9eb44b97","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":89,"box":{"x":89,"y":671,"width":722,"height":13}},{"id":"6b0a9450-e21a-4606-a924-00915f4791c1","block_type":"box","text":"Determination of Net Asset Value","page_number":89,"box":{"x":91,"y":702,"width":558,"height":23}},{"id":"dad46082-d867-4897-a320-32aa09694cab","block_type":"box","text":"Valuation of Shares.","page_number":89,"box":{"x":88,"y":743,"width":144,"height":10}},{"id":"6af4b0d4-7eeb-4253-9ccc-250294b55a13","block_type":"box","text":"The NAV for each Fund is generally calculated as of the close of regular trading hours on the New York","page_number":89,"box":{"x":237,"y":743,"width":717,"height":12}},{"id":"a5a875e9-e7d4-48ce-a312-bb0e2b0bf87c","block_type":"box","text":"Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern Time) on each business day the NYSE is open. Valuation of assets held","page_number":89,"box":{"x":88,"y":758,"width":877,"height":13}},{"id":"aa9f47e4-30a0-4396-afc1-5033074e7a6b","block_type":"box","text":"by a Fund is as follows:","page_number":89,"box":{"x":89,"y":773,"width":159,"height":13}},{"id":"686eb5b1-bffd-4e06-bb66-1fe3e9ae183e","block_type":"box","text":"Equity Investments.","page_number":89,"box":{"x":89,"y":800,"width":139,"height":12}},{"id":"c9432ac2-cfcf-4b4b-be0e-3770d7486fe4","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":89,"box":{"x":235,"y":800,"width":429,"height":12}},{"id":"fa304d3f-dabf-4f77-90a4-941dad454fb6","block_type":"box","text":"e.g.","page_number":89,"box":{"x":665,"y":803,"width":23,"height":9}},{"id":"9ed7a01b-61bf-488d-b500-5bd867fefd00","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":89,"box":{"x":690,"y":800,"width":277,"height":12}},{"id":"201fbfda-ea1d-4448-8619-e797332c9370","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":89,"box":{"x":89,"y":815,"width":853,"height":12}},{"id":"2509c3b4-484a-42cc-ae37-e486131d943a","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":89,"box":{"x":89,"y":830,"width":869,"height":12}},{"id":"eeb33a9a-fff1-45c8-ac36-238c86f09d5e","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":89,"box":{"x":89,"y":845,"width":874,"height":12}},{"id":"c6f0fb36-0bfe-4dca-84de-67450f8bf394","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":89,"box":{"x":89,"y":860,"width":841,"height":13}},{"id":"2a212593-1098-477a-a216-1a4c1604a4aa","block_type":"box","text":"75","page_number":89,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"061f2f70-4e1c-4b40-93b6-23fc0925c06e","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":90,"box":{"x":89,"y":44,"width":872,"height":12}},{"id":"d874ae73-c7a3-4326-b74f-0685d20f2680","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":90,"box":{"x":88,"y":59,"width":838,"height":12}},{"id":"9b27d3f0-5721-47c8-955b-73dfa6321de5","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":90,"box":{"x":88,"y":74,"width":848,"height":12}},{"id":"d17f5a0e-ee70-4d6c-8cca-c0a9222fe558","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":90,"box":{"x":89,"y":89,"width":829,"height":13}},{"id":"a298db8f-2f3c-4a16-ba3f-8a61c27996cc","block_type":"box","text":"below).","page_number":90,"box":{"x":89,"y":104,"width":50,"height":13}},{"id":"a30e753b-cc05-4e46-96a0-0cff3fea4272","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":90,"box":{"x":89,"y":131,"width":337,"height":12}},{"id":"a618fa50-d357-426b-a494-623de6f3743e","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":90,"box":{"x":432,"y":131,"width":518,"height":12}},{"id":"e33e08d8-b3a7-4825-9145-b7afb3e66c06","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":90,"box":{"x":89,"y":146,"width":874,"height":12}},{"id":"bc501260-f130-4f04-b5ee-a52b3ba999fe","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":90,"box":{"x":89,"y":161,"width":868,"height":12}},{"id":"d5915c5c-5051-47c5-9841-4b19acd408d0","block_type":"box","text":"price available for such exchange traded equity option held by a Fund on a day on which a Fund values such option, the last","page_number":90,"box":{"x":89,"y":176,"width":865,"height":13}},{"id":"6c247fed-d692-406b-b495-8f6eee6a0d5b","block_type":"box","text":"bid (long positions) or ask (short positions) price, if available, will be used as the value of such option. If no bid or ask price is","page_number":90,"box":{"x":89,"y":191,"width":873,"height":13}},{"id":"ef49b812-9b1f-4d57-8bd1-47637c82ba88","block_type":"box","text":"available on a day on which a Fund values such option, the prior day’s price will be used, unless BFA determines that such","page_number":90,"box":{"x":89,"y":206,"width":850,"height":13}},{"id":"f2df06e8-a558-49a7-91bf-f480a8935ead","block_type":"box","text":"prior day’s price no longer reflects the fair value of the option, in which case such option will be treated as a Fair Value Asset.","page_number":90,"box":{"x":89,"y":222,"width":871,"height":12}},{"id":"f982e168-5faa-4774-9204-d809ddeeb12c","block_type":"box","text":"Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives, may be valued using a","page_number":90,"box":{"x":89,"y":237,"width":859,"height":12}},{"id":"976e8acb-ac93-4e4b-93bc-b01eb3ce4b42","block_type":"box","text":"mathematical model which may incorporate a number of market data factors. Financial futures contracts and options","page_number":90,"box":{"x":89,"y":252,"width":824,"height":12}},{"id":"85b9718a-0d24-4ff9-ba1b-ed721557e033","block_type":"box","text":"thereon, which are traded on exchanges, are valued at their last sale price or settle price as of the close of such exchanges.","page_number":90,"box":{"x":88,"y":267,"width":857,"height":12}},{"id":"21a22264-77a3-4c1c-bd33-3d7b5909eb59","block_type":"box","text":"Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or by a pricing","page_number":90,"box":{"x":88,"y":282,"width":874,"height":12}},{"id":"4646b9b1-4b07-416b-aa58-4de692c7f375","block_type":"box","text":"service in accordance with the Valuation Procedures.","page_number":90,"box":{"x":89,"y":297,"width":368,"height":10}},{"id":"28e30c10-fdb7-40e4-8f33-c6b3096a5d30","block_type":"box","text":"Underlying Funds.","page_number":90,"box":{"x":89,"y":324,"width":130,"height":12}},{"id":"8b0dca4a-8321-4d96-8a6c-007eb35500b8","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":90,"box":{"x":224,"y":324,"width":694,"height":12}},{"id":"72b6afa8-7e0f-435d-a6a2-51c20bf4c022","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":90,"box":{"x":89,"y":339,"width":759,"height":12}},{"id":"3816fc2e-40af-46bf-bc67-aff6d570ab28","block_type":"box","text":"General Valuation Information.","page_number":90,"box":{"x":89,"y":365,"width":222,"height":10}},{"id":"35b0e8f2-13b3-402f-bade-89972faa740d","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":90,"box":{"x":317,"y":365,"width":612,"height":12}},{"id":"d0b947f8-a0cd-4225-9cc7-a7eb3a36492f","block_type":"box","text":"makers to value a Fund’s securities and other assets and liabilities are based on information available at the time a Fund","page_number":90,"box":{"x":89,"y":380,"width":836,"height":10}},{"id":"8ad3e9dd-adab-401a-87b6-5ea80f22cb88","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":90,"box":{"x":88,"y":395,"width":853,"height":13}},{"id":"4a1e066b-d7c2-4d41-83a4-27bfc9d5d690","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":90,"box":{"x":88,"y":410,"width":813,"height":13}},{"id":"74d9dc0c-b035-4113-bf0b-9e5031768c80","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":90,"box":{"x":89,"y":426,"width":700,"height":12}},{"id":"6e5d7565-0553-4e3d-89bd-d86be69d4298","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":90,"box":{"x":88,"y":452,"width":867,"height":12}},{"id":"4cc18a1f-2f56-4849-8850-12cc84e38814","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":90,"box":{"x":89,"y":467,"width":866,"height":13}},{"id":"b7e5194b-7e5a-49d9-8209-80c4c4a84b09","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":90,"box":{"x":89,"y":482,"width":859,"height":13}},{"id":"4979ea90-83f7-4209-9236-16721c0a0a46","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":90,"box":{"x":89,"y":497,"width":846,"height":13}},{"id":"057a4083-b816-4a49-9b22-22dbb619b126","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":90,"box":{"x":89,"y":513,"width":876,"height":12}},{"id":"c941514d-0617-4a26-8f09-4e9fe4f94fa5","block_type":"box","text":"errors by pricing services or other third-party service providers.","page_number":90,"box":{"x":89,"y":528,"width":439,"height":12}},{"id":"29ca175b-2db3-47c5-9428-d42d69bd0517","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":90,"box":{"x":88,"y":554,"width":627,"height":12}},{"id":"5642223f-b81c-4ecd-a672-98dafa9984f9","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":90,"box":{"x":89,"y":581,"width":871,"height":12}},{"id":"8f4dc36f-7918-44fa-8d8f-b43b5d8f20a6","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":90,"box":{"x":88,"y":596,"width":823,"height":12}},{"id":"cca40718-6a49-47ec-b54b-e135cf7397d0","block_type":"box","text":"accordance with a method approved by BFA, each Fund’s valuation designee, as reflecting fair value. All other assets and","page_number":90,"box":{"x":89,"y":611,"width":843,"height":12}},{"id":"18daebe1-40d8-4ee6-8bd5-6f3cd0f580e2","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":90,"box":{"x":89,"y":626,"width":836,"height":12}},{"id":"f5eb2956-af97-41d8-8a40-baaebb19ae02","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":90,"box":{"x":89,"y":641,"width":862,"height":12}},{"id":"11727a8c-cd6d-4e6b-bf40-e429bc14a3c7","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":90,"box":{"x":89,"y":656,"width":805,"height":13}},{"id":"5d675860-8496-4bb6-81b9-4569322a40a6","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":90,"box":{"x":89,"y":683,"width":874,"height":12}},{"id":"4c69e6c5-b42d-4a05-84a8-7b6e59ee7052","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":90,"box":{"x":89,"y":698,"width":826,"height":12}},{"id":"5ad9472f-a656-42e9-af51-7702464df27a","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":90,"box":{"x":89,"y":713,"width":413,"height":12}},{"id":"d0ae2c01-8725-4b00-ac9e-af2b47e7ae61","block_type":"box","text":"Fair Value.","page_number":90,"box":{"x":89,"y":739,"width":73,"height":10}},{"id":"33889eef-b05a-45ff-b351-8660683bf929","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":90,"box":{"x":167,"y":739,"width":796,"height":13}},{"id":"824e0c35-289b-4d37-932c-5cf8efee7d29","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":90,"box":{"x":88,"y":754,"width":854,"height":13}},{"id":"a33c30b9-bfea-45d6-a0d9-351f8dd56a90","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":90,"box":{"x":89,"y":770,"width":820,"height":12}},{"id":"ffbc4df2-47db-49b0-9ddc-5d1f589e4623","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":90,"box":{"x":89,"y":785,"width":837,"height":12}},{"id":"b66ed0e4-ba11-429b-a792-ba2bc9a6e259","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":90,"box":{"x":89,"y":800,"width":855,"height":12}},{"id":"7b0e903b-caad-4e2f-814e-84cb16c31f03","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":90,"box":{"x":89,"y":815,"width":851,"height":12}},{"id":"52f699ff-eb82-4070-9b48-40f99e2358bc","block_type":"box","text":"unreliable (","page_number":90,"box":{"x":89,"y":830,"width":77,"height":12}},{"id":"d352b639-e79d-4aff-a607-15ab7875e4d9","block_type":"box","text":"e.g.","page_number":90,"box":{"x":167,"y":833,"width":23,"height":9}},{"id":"1e56e1f9-b345-473c-a396-91c7c7df8b83","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":90,"box":{"x":192,"y":830,"width":745,"height":12}},{"id":"d95163de-6ad7-47e2-97f6-702c944c0cfa","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":90,"box":{"x":89,"y":845,"width":839,"height":12}},{"id":"e477d144-85bd-46e4-b419-1d07f413b007","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":90,"box":{"x":88,"y":860,"width":822,"height":13}},{"id":"6c03ad23-3528-4333-ae01-628feaf2e3ee","block_type":"box","text":"76","page_number":90,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"1f498bd3-fb6e-4c84-beff-d7113c16b68a","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":91,"box":{"x":89,"y":44,"width":860,"height":12}},{"id":"fb017df7-3268-4162-a3aa-051d5f09d19c","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":91,"box":{"x":89,"y":59,"width":862,"height":12}},{"id":"3385f980-23d7-488d-b6e7-002018f7a249","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":91,"box":{"x":89,"y":74,"width":864,"height":12}},{"id":"0243fa69-246a-4311-bca0-01835565e776","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":91,"box":{"x":89,"y":89,"width":864,"height":13}},{"id":"d5403c7f-87d7-48d7-a2e8-3b265803fa53","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":91,"box":{"x":89,"y":104,"width":858,"height":13}},{"id":"5f059b1c-9735-4bba-9921-7fae90784c49","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":91,"box":{"x":89,"y":119,"width":829,"height":13}},{"id":"09e33951-5804-420d-9ed1-97d4041ba09c","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":91,"box":{"x":89,"y":135,"width":573,"height":12}},{"id":"b0bdb31d-8244-456f-b21d-f9b0defaa997","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":91,"box":{"x":89,"y":161,"width":874,"height":12}},{"id":"dc48f5ad-9089-4a40-84b1-ffff5ff9bd8e","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":91,"box":{"x":89,"y":176,"width":787,"height":13}},{"id":"b02f0d28-55ec-4dc8-ad57-78c853b04c92","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":91,"box":{"x":89,"y":191,"width":867,"height":13}},{"id":"18284cfa-4dbf-42a0-8999-3ccffb376e38","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":91,"box":{"x":89,"y":206,"width":559,"height":13}},{"id":"1db81dd3-41ee-45ca-af06-8ff0370094c9","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":91,"box":{"x":89,"y":233,"width":843,"height":12}},{"id":"33262e2c-1f01-46a2-8b50-22954bb83fb1","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":91,"box":{"x":89,"y":248,"width":874,"height":12}},{"id":"d4bd02bc-cbc3-47ff-a5bf-1da2cc8a8b23","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":91,"box":{"x":89,"y":263,"width":847,"height":12}},{"id":"1e311080-a48a-49ca-89ff-0ee2114585b4","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":91,"box":{"x":89,"y":278,"width":676,"height":13}},{"id":"49220438-9a6e-43bf-86dd-e54a13cdbdf4","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":91,"box":{"x":88,"y":305,"width":868,"height":12}},{"id":"46d138cf-6826-4860-8509-eddb34e1bad9","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":91,"box":{"x":88,"y":320,"width":838,"height":12}},{"id":"42e04c41-41cb-46a6-9906-ca4c14219eef","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":91,"box":{"x":89,"y":335,"width":847,"height":12}},{"id":"739812aa-decd-4ef0-8371-809d67af8458","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":91,"box":{"x":89,"y":350,"width":856,"height":12}},{"id":"c5905c43-fd89-4b65-840f-c8c565cbce40","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":91,"box":{"x":89,"y":365,"width":877,"height":12}},{"id":"a791ac01-0ef0-49c0-b79c-513357ba5ba6","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":91,"box":{"x":89,"y":380,"width":397,"height":13}},{"id":"94e58b29-8406-4013-8aef-ba4fbfca0385","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":91,"box":{"x":89,"y":407,"width":848,"height":12}},{"id":"8a965d4b-3a94-4fe8-9dfd-e5a60479ce85","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":91,"box":{"x":89,"y":422,"width":865,"height":12}},{"id":"76b46bef-2412-4326-9315-6fe1b8fba95d","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":91,"box":{"x":89,"y":437,"width":878,"height":12}},{"id":"20100411-bc53-4847-8371-f778f33e48b8","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":91,"box":{"x":89,"y":452,"width":795,"height":12}},{"id":"6f8da433-3ed2-431e-8e4c-782814e302cc","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":91,"box":{"x":88,"y":467,"width":839,"height":13}},{"id":"7ee5a64a-682b-4a26-b495-bfa581a5e20f","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":91,"box":{"x":89,"y":482,"width":801,"height":13}},{"id":"59051ea3-39f4-438a-a9be-3694bc7f249e","block_type":"box","text":"investment.","page_number":91,"box":{"x":89,"y":498,"width":80,"height":9}},{"id":"d7945f4f-9f67-4e40-a4e2-6b3e34fbf422","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":91,"box":{"x":88,"y":524,"width":865,"height":12}},{"id":"fc36055c-9e9a-4c9d-912f-9dcc77f6dd7c","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":91,"box":{"x":89,"y":539,"width":843,"height":12}},{"id":"c4e8928a-d298-4896-afea-d923b4243f60","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":91,"box":{"x":89,"y":554,"width":850,"height":12}},{"id":"bb5229bc-4376-41b8-8fbf-693e945a47a3","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":91,"box":{"x":89,"y":569,"width":540,"height":13}},{"id":"b81f55a6-38d8-428c-babf-62a498f45d0a","block_type":"box","text":"Each Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":91,"box":{"x":89,"y":596,"width":843,"height":12}},{"id":"76dcb643-c41d-4c1a-ba48-dbcaa9ec4a9a","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":91,"box":{"x":89,"y":611,"width":795,"height":12}},{"id":"18e52ddd-e403-4a91-bc37-7a4dcd6f2329","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":91,"box":{"x":88,"y":626,"width":838,"height":12}},{"id":"c9fdf4fa-5cf1-4fd1-803e-b55a4118e25c","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":91,"box":{"x":89,"y":641,"width":835,"height":12}},{"id":"39486972-f4ae-443b-a52b-9135605c22a3","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":91,"box":{"x":89,"y":656,"width":499,"height":13}},{"id":"4ce91a4d-9301-4baa-8cf3-87dc94650b8b","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":91,"box":{"x":89,"y":683,"width":870,"height":12}},{"id":"5bce8f9f-5205-4f3a-a3c8-987f2e9ee9bc","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":91,"box":{"x":89,"y":698,"width":839,"height":12}},{"id":"ef96866b-3973-4f25-9032-c96696d237bb","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":91,"box":{"x":88,"y":713,"width":863,"height":12}},{"id":"1282cc1c-c7b5-4d80-8172-1542fad02099","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":91,"box":{"x":88,"y":728,"width":863,"height":12}},{"id":"27f47052-d910-4bfa-9977-ddd9bcbe6024","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":91,"box":{"x":89,"y":743,"width":778,"height":12}},{"id":"87aff525-5817-49cc-91f8-46f635637982","block_type":"box","text":"Brokerage Transactions","page_number":91,"box":{"x":91,"y":774,"width":390,"height":29}},{"id":"72fbfc29-91d5-4d73-872f-b6136c6df54f","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":91,"box":{"x":88,"y":815,"width":863,"height":12}},{"id":"a4588e5e-7d0a-4fa6-b2cf-5a1f320df0cd","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":91,"box":{"x":89,"y":830,"width":835,"height":12}},{"id":"eb2e426c-8e9f-4928-81c5-2bccb39deb62","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":91,"box":{"x":89,"y":845,"width":824,"height":12}},{"id":"54ecbff0-8549-48af-ac20-7f136fe3d8ef","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":91,"box":{"x":89,"y":860,"width":877,"height":13}},{"id":"b5633fa5-d640-4cc8-b1c9-f2b4990167c0","block_type":"box","text":"77","page_number":91,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"fcc5c016-af56-4c9c-92a2-03425ac796a8","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, a Fund does not necessarily","page_number":92,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"37bd6ac9-7d6b-40f2-bef0-3a4cfd559776","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":92,"box":{"x":89,"y":59,"width":805,"height":12}},{"id":"a8859145-262d-4d23-a17a-e37360872ae4","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":92,"box":{"x":89,"y":74,"width":851,"height":12}},{"id":"88584e93-a60e-4208-af9d-d215066a970f","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":92,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"1cc14b87-6b30-48a7-bef9-c1027ce97b6f","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":92,"box":{"x":89,"y":104,"width":807,"height":13}},{"id":"6869324a-36f6-41a7-b602-2863e21c2a20","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":92,"box":{"x":89,"y":119,"width":664,"height":13}},{"id":"96332744-a353-4184-bf9e-1dbfefc7d2cd","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":92,"box":{"x":89,"y":146,"width":825,"height":12}},{"id":"c80bcaf4-07eb-49f6-a422-4173c4cd0d94","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":92,"box":{"x":89,"y":161,"width":878,"height":12}},{"id":"8e47d830-0648-4afc-b01d-8e6120db326d","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":92,"box":{"x":89,"y":176,"width":846,"height":13}},{"id":"cdd85c94-6dd5-4e33-bb65-195308e23528","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":92,"box":{"x":89,"y":191,"width":865,"height":13}},{"id":"05112bec-e5ff-4da8-b239-623aa11578dd","block_type":"box","text":"the market for the particular security or instrument, including any anticipated execution difficulties; (v) the full range of","page_number":92,"box":{"x":88,"y":206,"width":835,"height":13}},{"id":"823cd0c7-d153-4b79-b7bb-65afb95c7f69","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":92,"box":{"x":89,"y":222,"width":860,"height":12}},{"id":"1d8edadb-79df-4bf4-b6ca-d33307d6ef2c","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":92,"box":{"x":89,"y":237,"width":816,"height":12}},{"id":"1a558486-ff0a-4c4f-b223-acf82201e9db","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":92,"box":{"x":89,"y":252,"width":846,"height":12}},{"id":"9f0c9ebd-0136-4235-9f1e-0ab63ac9c08b","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":92,"box":{"x":88,"y":267,"width":870,"height":12}},{"id":"626dd715-8f1d-4c8e-8784-1559046ad6cf","block_type":"box","text":"other circumstances.","page_number":92,"box":{"x":89,"y":282,"width":146,"height":10}},{"id":"a16b5930-ccca-40ef-a714-4aa0e0db55ab","block_type":"box","text":"When transacting in securities traded on a non-U.S. exchange or in the secondary market, a Fund will generally be required","page_number":92,"box":{"x":88,"y":308,"width":861,"height":13}},{"id":"53dc0621-687c-4897-8d25-06ae61e89a44","block_type":"box","text":"to trade through a locally-licensed firm. As a result, a Fund may be more limited in the number of firms it will be able to select","page_number":92,"box":{"x":88,"y":324,"width":880,"height":12}},{"id":"2640b9a3-794e-4ac3-a537-1a82c2d6bd84","block_type":"box","text":"from in seeking to obtain the best price and most favorable execution for the Fund.","page_number":92,"box":{"x":88,"y":339,"width":581,"height":12}},{"id":"27b12ee1-6d86-47a5-841d-d32e4a54ae5b","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":92,"box":{"x":88,"y":365,"width":863,"height":12}},{"id":"6e8803d3-fa68-4f14-a295-2817adab770c","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":92,"box":{"x":89,"y":380,"width":844,"height":13}},{"id":"77f0ca43-77c5-48a7-a852-e4190fa7ac86","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":92,"box":{"x":89,"y":395,"width":871,"height":13}},{"id":"4c6af657-ba67-4cc2-9a0a-7c4f21f26a99","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":92,"box":{"x":89,"y":410,"width":839,"height":13}},{"id":"4626c96f-38a6-4241-a3ea-e910933c75c6","block_type":"box","text":"under certain conditions.","page_number":92,"box":{"x":89,"y":426,"width":174,"height":9}},{"id":"469e73b2-36c7-4575-bb04-2ed51bd2ec76","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":92,"box":{"x":89,"y":452,"width":869,"height":12}},{"id":"07ec4b8a-a755-4047-b1f8-19d6ca4bb0ed","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":92,"box":{"x":89,"y":467,"width":844,"height":13}},{"id":"500c319e-1583-41d2-9aac-6ed7dcc21455","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":92,"box":{"x":89,"y":482,"width":831,"height":13}},{"id":"7f9849f8-99f4-4c1a-a36d-ee5eba71c64b","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":92,"box":{"x":89,"y":497,"width":807,"height":13}},{"id":"d13a516f-3dd1-444c-ac3d-0dd0ed2a6639","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":92,"box":{"x":88,"y":513,"width":605,"height":12}},{"id":"7ea3344f-fd27-4495-a3f4-f8b74d3c4fec","block_type":"box","text":"The Funds anticipate that brokerage transactions involving foreign equity securities generally will be conducted primarily on","page_number":92,"box":{"x":88,"y":539,"width":868,"height":12}},{"id":"72144a81-c8d0-41ab-ae1a-df8e51ef2ba0","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":92,"box":{"x":88,"y":554,"width":849,"height":12}},{"id":"12b580a1-ddad-41c9-8608-a11419871e27","block_type":"box","text":"depositary receipts, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock","page_number":92,"box":{"x":89,"y":569,"width":857,"height":13}},{"id":"e3b66566-f2f3-4b78-b7b6-0a9240dfa386","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":92,"box":{"x":89,"y":584,"width":865,"height":13}},{"id":"a11c8ce8-d560-43e0-9e3a-9d07400deb95","block_type":"box","text":"will be subject to negotiated commission rates.","page_number":92,"box":{"x":88,"y":599,"width":330,"height":13}},{"id":"412501d2-2200-4d60-89ba-608cff7a3e5c","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":92,"box":{"x":89,"y":626,"width":842,"height":12}},{"id":"a226bb17-f5cc-46cb-8a63-2b7e98921883","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":92,"box":{"x":88,"y":641,"width":861,"height":12}},{"id":"a760dc9a-a431-4f6b-a7e3-c8ffd2b1ccb1","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":92,"box":{"x":89,"y":656,"width":811,"height":13}},{"id":"30a765ed-cbe2-40d5-a9df-522dc8787404","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":92,"box":{"x":89,"y":671,"width":853,"height":13}},{"id":"ab5f28b8-5a24-4002-a584-0bd646f33161","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":92,"box":{"x":88,"y":686,"width":875,"height":13}},{"id":"79303835-568d-48dd-a6cd-bcf705ffc508","block_type":"box","text":"the specific security at the time, and includes the dealer’s normal profit.","page_number":92,"box":{"x":88,"y":702,"width":501,"height":12}},{"id":"8b77c8c2-5604-4540-af79-de0598a75ad4","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":92,"box":{"x":89,"y":728,"width":866,"height":12}},{"id":"ad5a2efe-a26a-4b56-a977-648fbee69a7d","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":92,"box":{"x":88,"y":743,"width":820,"height":12}},{"id":"049083ce-4a07-4db7-8976-dea65544d521","block_type":"box","text":"transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the dealers","page_number":92,"box":{"x":88,"y":758,"width":845,"height":13}},{"id":"73a067b3-3b7b-4dbd-af06-5acda6b5cb00","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":92,"box":{"x":89,"y":773,"width":826,"height":13}},{"id":"5bc9e360-785a-4b15-8b6a-731a8794ff1f","block_type":"box","text":"affiliated persons in connection with such transactions. The Funds will not purchase securities during the existence of any","page_number":92,"box":{"x":89,"y":788,"width":854,"height":13}},{"id":"252f7751-84cd-4597-a637-55d730787506","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":92,"box":{"x":89,"y":804,"width":853,"height":12}},{"id":"162acc00-2c23-49eb-b212-eaa081899049","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":92,"box":{"x":88,"y":819,"width":875,"height":12}},{"id":"391af720-5ca6-4360-8019-576793882e5f","block_type":"box","text":"Act.","page_number":92,"box":{"x":88,"y":834,"width":27,"height":10}},{"id":"bc0fff67-8547-4b32-8274-fb5e1c659a63","block_type":"box","text":"78","page_number":92,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"828634e8-eb6e-4658-9459-f3cb313e4b58","block_type":"box","text":"Purchases of money market instruments by the Funds are made from dealers, underwriters and issuers. The Funds does not","page_number":93,"box":{"x":89,"y":44,"width":870,"height":12}},{"id":"80c60941-5f6b-46f7-8cec-12bbb6b918f7","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":93,"box":{"x":89,"y":59,"width":860,"height":12}},{"id":"2f606437-9c82-4d7b-9f4c-775213f584af","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":93,"box":{"x":89,"y":74,"width":855,"height":12}},{"id":"a080c309-8af2-44d5-b33e-1b0d5a436afc","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":93,"box":{"x":89,"y":89,"width":472,"height":13}},{"id":"07f924fc-4a51-4a42-8222-b636195cd14e","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":93,"box":{"x":89,"y":116,"width":831,"height":12}},{"id":"3b910f75-097d-4ec3-b729-c5110110372f","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":93,"box":{"x":89,"y":131,"width":865,"height":12}},{"id":"480e8302-9a1e-4082-950a-afd2a8c70706","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":93,"box":{"x":89,"y":146,"width":867,"height":12}},{"id":"99ab6ce5-af8a-4982-a8e3-8c99652535f9","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":93,"box":{"x":89,"y":161,"width":364,"height":12}},{"id":"875e00e7-cbd6-4e99-9e0c-910094ae12ad","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":93,"box":{"x":88,"y":188,"width":874,"height":12}},{"id":"32db2ead-4f4e-4a1b-8ab2-63a05cb721e3","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":93,"box":{"x":88,"y":203,"width":824,"height":12}},{"id":"256567d7-aa93-49fd-b2bb-b3516bf44dda","block_type":"box","text":"commissions or discounts are paid.","page_number":93,"box":{"x":89,"y":218,"width":246,"height":12}},{"id":"74ab8b73-bbf6-4d28-8b5b-ab7ce7464207","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":93,"box":{"x":89,"y":244,"width":847,"height":13}},{"id":"7cf6523a-d46f-48f5-9989-f362b6cddf97","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":93,"box":{"x":89,"y":259,"width":835,"height":13}},{"id":"72bc0cf8-f9ac-4b29-b3f8-047a18a0a437","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":93,"box":{"x":89,"y":274,"width":854,"height":13}},{"id":"913f5f95-e313-4d40-ae4e-07cea1c33c4a","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":93,"box":{"x":89,"y":290,"width":854,"height":12}},{"id":"6afdba01-73f8-43ba-90c0-6f5e165f3fea","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":93,"box":{"x":89,"y":305,"width":842,"height":12}},{"id":"a45ecbde-469d-441f-bd81-0da07fc9024c","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":93,"box":{"x":89,"y":320,"width":845,"height":12}},{"id":"2a901600-1f2b-43b4-8490-7fa5cc0260bc","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":93,"box":{"x":89,"y":335,"width":812,"height":12}},{"id":"2c8cf751-8b2f-42fb-ba0b-61d3cca5d63e","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":93,"box":{"x":89,"y":350,"width":876,"height":12}},{"id":"1a1bfcef-6391-4665-9322-34710214d404","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":93,"box":{"x":89,"y":365,"width":866,"height":12}},{"id":"514d28c9-d728-480d-8ce6-48db07385b8c","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":93,"box":{"x":89,"y":380,"width":842,"height":13}},{"id":"d015955d-e915-486b-8cf2-509b1a04699f","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":93,"box":{"x":89,"y":395,"width":871,"height":13}},{"id":"8c630f97-0290-4d7e-9bd1-4ea97fcecce0","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":93,"box":{"x":89,"y":410,"width":817,"height":13}},{"id":"8223d771-e7e6-4927-8410-de594be470c0","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":93,"box":{"x":89,"y":426,"width":862,"height":12}},{"id":"76b0e1c3-1328-4b5f-be60-3eed49151f0b","block_type":"box","text":"in which the Funds may invest.","page_number":93,"box":{"x":89,"y":441,"width":215,"height":12}},{"id":"f34e0f5b-95ff-4aa2-85c8-41aa46b78b1e","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":93,"box":{"x":89,"y":467,"width":871,"height":13}},{"id":"29d15b3f-ce0b-4948-8391-a92b48885453","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":93,"box":{"x":89,"y":482,"width":812,"height":13}},{"id":"5feb24dd-e495-4bc3-9af4-71fcce321938","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":93,"box":{"x":89,"y":497,"width":793,"height":10}},{"id":"773abeb3-313b-45e6-9d6c-f72173dc7b0c","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":93,"box":{"x":89,"y":513,"width":812,"height":12}},{"id":"29ed1b68-d756-4b1a-89ab-7710096e2a6f","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":93,"box":{"x":89,"y":528,"width":844,"height":12}},{"id":"b4c94f30-da13-4564-bfd4-5fbc981c69e8","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":93,"box":{"x":89,"y":543,"width":835,"height":12}},{"id":"bf7bcd45-55c3-47b5-a049-ae20cf1b3d0e","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":93,"box":{"x":89,"y":558,"width":859,"height":12}},{"id":"70aae89c-10f1-4732-b9c7-25576410ec5e","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":93,"box":{"x":89,"y":573,"width":863,"height":12}},{"id":"ef3ca152-09f5-4aa9-aa4d-6d18a98cdc84","block_type":"box","text":"equity securities, the country where the offering is taking place and the investment mandate of the client account. Generally,","page_number":93,"box":{"x":89,"y":588,"width":870,"height":12}},{"id":"b68ab5c4-77da-454c-86d6-c136325907f4","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":93,"box":{"x":89,"y":603,"width":856,"height":13}},{"id":"e8c88720-b972-45a0-a25a-4a20b7980f12","block_type":"box","text":"pro rata","page_number":93,"box":{"x":87,"y":620,"width":56,"height":11}},{"id":"faf7c03d-0777-41c5-a2a0-cf967e28f9e4","block_type":"box","text":"basis. This","page_number":93,"box":{"x":149,"y":618,"width":71,"height":10}},{"id":"394d97aa-6215-4ec2-a913-9b295464002b","block_type":"box","text":"pro rata","page_number":93,"box":{"x":224,"y":620,"width":56,"height":11}},{"id":"bee6b932-7a33-432e-85c5-5626fc27f3f3","block_type":"box","text":"allocation may result in a Fund receiving less of a particular security than if pro-rating had not","page_number":93,"box":{"x":285,"y":618,"width":656,"height":13}},{"id":"53a800c5-8511-47c4-a190-f97586e23515","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":93,"box":{"x":89,"y":633,"width":822,"height":13}},{"id":"f36b9893-3fb7-4454-b948-07676a3bb31a","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":93,"box":{"x":89,"y":649,"width":797,"height":12}},{"id":"b52b5ba9-2619-4538-abb5-17f326b128fb","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":93,"box":{"x":89,"y":664,"width":873,"height":12}},{"id":"a9972fa2-1ea2-41c6-bf37-63494ca23c8d","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":93,"box":{"x":88,"y":679,"width":814,"height":12}},{"id":"04949793-043a-4e4e-a24b-05e96fe1a7df","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":93,"box":{"x":89,"y":694,"width":510,"height":12}},{"id":"9e965941-0e61-4f90-8987-97d3f1ba935f","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":93,"box":{"x":89,"y":720,"width":861,"height":13}},{"id":"ec927d84-9b1a-4aa9-aea4-753091d4ceb8","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":93,"box":{"x":89,"y":736,"width":811,"height":12}},{"id":"8576cd2c-4c72-4324-9179-bac2106ed8e2","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":93,"box":{"x":89,"y":751,"width":850,"height":12}},{"id":"5460e3ee-b6f3-44d9-b1f1-74441b5cf563","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":93,"box":{"x":88,"y":766,"width":878,"height":12}},{"id":"fdf98a5d-7462-4586-b057-19dfff856966","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":93,"box":{"x":88,"y":781,"width":860,"height":12}},{"id":"a9b3f889-cada-4a71-a3e7-fbbf5163f516","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":93,"box":{"x":88,"y":796,"width":865,"height":12}},{"id":"d13a305c-6401-4b9b-b08e-dc13b7f6f4ca","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":93,"box":{"x":89,"y":811,"width":843,"height":12}},{"id":"6b992e5e-e30f-4193-937c-73ab68d32b58","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":93,"box":{"x":89,"y":826,"width":831,"height":13}},{"id":"9cad2755-d936-4aba-99e8-f9068558d87d","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":93,"box":{"x":89,"y":841,"width":854,"height":13}},{"id":"73e45906-54d4-400e-9f51-3d58e61087a3","block_type":"box","text":"insofar as feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":93,"box":{"x":89,"y":856,"width":637,"height":13}},{"id":"28f983e7-2ca6-4eb9-a5d6-6d3d32572ba0","block_type":"box","text":"79","page_number":93,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a25c7989-fb44-4cbf-b06e-1ace946ea776","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":94,"box":{"x":89,"y":44,"width":831,"height":12}},{"id":"5895e624-cc61-4312-910c-da970e013088","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":94,"box":{"x":89,"y":59,"width":869,"height":12}},{"id":"70a25883-a9d2-45f2-bc35-9a33d1663ea4","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":94,"box":{"x":89,"y":74,"width":864,"height":12}},{"id":"46ab88ba-4366-4a09-ad55-d256a739cb55","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":94,"box":{"x":89,"y":89,"width":871,"height":13}},{"id":"44a6823c-9700-4763-8d6b-dbbc74028d17","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":94,"box":{"x":89,"y":104,"width":844,"height":13}},{"id":"778c8a7d-4d56-4d1d-a6af-6abc0ceb5964","block_type":"box","text":"pro","page_number":94,"box":{"x":937,"y":107,"width":23,"height":10}},{"id":"317d042d-6315-4dca-967e-0c4566389b69","block_type":"box","text":"rata","page_number":94,"box":{"x":88,"y":121,"width":28,"height":8}},{"id":"9ae883b9-fa2c-4938-b6ad-ccdd7be9c8fb","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":94,"box":{"x":121,"y":119,"width":838,"height":13}},{"id":"3058f516-7b98-4513-a240-68490c0a29af","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":94,"box":{"x":88,"y":135,"width":857,"height":12}},{"id":"74a12b1e-22f7-48a7-bcd7-10e90abe8c33","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":94,"box":{"x":89,"y":150,"width":877,"height":12}},{"id":"deb6204a-84cd-4389-af2b-cc46ea25dce6","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":94,"box":{"x":89,"y":165,"width":845,"height":12}},{"id":"022e5d7f-2b14-4088-8d05-5867a5000f62","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":94,"box":{"x":89,"y":180,"width":869,"height":12}},{"id":"17b6ffcf-837b-4081-8a1e-4afd74905915","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":94,"box":{"x":89,"y":195,"width":828,"height":12}},{"id":"c12d4b46-ed22-458b-9e7b-641d60471991","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":94,"box":{"x":89,"y":210,"width":861,"height":13}},{"id":"da4f3652-a189-4063-8268-2b5243ffa90f","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":94,"box":{"x":89,"y":225,"width":831,"height":13}},{"id":"628feaed-b04c-4408-b4d4-fb63b61fb786","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":94,"box":{"x":89,"y":240,"width":854,"height":13}},{"id":"40d896db-3e96-44e2-80cb-9ae9b0aaa30f","block_type":"box","text":"order.","page_number":94,"box":{"x":89,"y":256,"width":38,"height":9}},{"id":"5a0daa97-e2ee-4571-9b39-77dbf5a72aea","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":94,"box":{"x":88,"y":282,"width":822,"height":12}},{"id":"5ab36e48-4e77-4f6d-9011-0b936982c7b2","block_type":"box","text":"brokerage commissions paid by a Fund from year to year are principally due to increases or decreases in the Fund’s assets","page_number":94,"box":{"x":89,"y":297,"width":852,"height":12}},{"id":"cd67ff15-b8a1-400f-b79a-cf8bc1d3f37b","block_type":"box","text":"over those periods or the magnitude of changes to the components of a Fund’s Underlying Index:","page_number":94,"box":{"x":89,"y":312,"width":682,"height":13}},{"id":"a98167b1-845c-4483-aeae-aaa603d9cdb3","block_type":"box","text":"Fund","page_number":94,"box":{"x":89,"y":385,"width":27,"height":7}},{"id":"e6ef3313-c3d8-48be-b1b8-3934a5a92e76","block_type":"box","text":"Brokerage","page_number":94,"box":{"x":518,"y":344,"width":58,"height":10}},{"id":"102b8dca-b69e-485a-876e-4a7abc784001","block_type":"box","text":"Commissions","page_number":94,"box":{"x":508,"y":355,"width":77,"height":7}},{"id":"0d210e88-f48b-4e29-8eac-11e56af21ef3","block_type":"box","text":"Paid During","page_number":94,"box":{"x":513,"y":365,"width":67,"height":9}},{"id":"c670444a-d4ba-4509-87e0-404a834fdd56","block_type":"box","text":"Fiscal Year","page_number":94,"box":{"x":517,"y":375,"width":60,"height":7}},{"id":"c458b87d-82bf-4af6-ba7d-612586e5baeb","block_type":"box","text":"Ended July 31, 2025","page_number":94,"box":{"x":491,"y":385,"width":111,"height":10}},{"id":"47355d87-1027-46ed-af44-16972b6e2945","block_type":"box","text":"Brokerage","page_number":94,"box":{"x":700,"y":344,"width":58,"height":10}},{"id":"56381d78-67a6-4fb2-8a34-f2be783f7dac","block_type":"box","text":"Commissions","page_number":94,"box":{"x":691,"y":355,"width":77,"height":7}},{"id":"f7d066f5-5594-42dc-b5b8-e1552a29c10b","block_type":"box","text":"Paid During","page_number":94,"box":{"x":696,"y":365,"width":66,"height":9}},{"id":"a2d27332-78b3-4cf3-8424-b01a7d9e3655","block_type":"box","text":"Fiscal Year","page_number":94,"box":{"x":700,"y":375,"width":59,"height":7}},{"id":"bd6d462d-2f70-42a0-b01e-7a549795836a","block_type":"box","text":"Ended July 31, 2024","page_number":94,"box":{"x":674,"y":385,"width":111,"height":10}},{"id":"6a7faa06-5c4e-4d76-a75e-5c7c65086cab","block_type":"box","text":"Brokerage","page_number":94,"box":{"x":883,"y":344,"width":58,"height":10}},{"id":"53781660-0cb9-4371-9542-ef1a96df2919","block_type":"box","text":"Commissions","page_number":94,"box":{"x":873,"y":355,"width":77,"height":7}},{"id":"f93e94b7-48c8-4f08-a067-7321e0bbbe79","block_type":"box","text":"Paid During","page_number":94,"box":{"x":878,"y":365,"width":67,"height":9}},{"id":"c2a308a0-918a-4567-9290-a005d5a368a4","block_type":"box","text":"Fiscal Year","page_number":94,"box":{"x":882,"y":375,"width":60,"height":7}},{"id":"d84ee2a5-d66b-4ece-8056-5f4fefb4338c","block_type":"box","text":"Ended July 31, 2023","page_number":94,"box":{"x":856,"y":385,"width":111,"height":10}},{"id":"8df24799-f585-4f5c-be6a-7d62b2d45307","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S.","page_number":94,"box":{"x":89,"y":407,"width":312,"height":12}},{"id":"55eff84f-fd97-4972-ac87-49ec355e1cd6","block_type":"box","text":"ETF $ 21,887 $ 16,047 $ 16,256","page_number":94,"box":{"x":109,"y":422,"width":834,"height":11}},{"id":"3ca33928-de30-4fb1-88c4-e6d71d5b2b36","block_type":"box","text":"iShares Currency Hedged MSCI EAFE ETF 350,215 213,145 295,172","page_number":94,"box":{"x":89,"y":437,"width":853,"height":12}},{"id":"192d2ca0-c2e4-44f4-b8da-db4b9c3f6a63","block_type":"box","text":"iShares Currency Hedged MSCI EAFE Small","page_number":94,"box":{"x":89,"y":452,"width":306,"height":12}},{"id":"1945e7fb-6327-483b-90c0-507eab0cb660","block_type":"box","text":"Cap ETF 12,172 7,969 10,454","page_number":94,"box":{"x":108,"y":468,"width":835,"height":12}},{"id":"f44fe15e-82df-4860-aac1-2203e01c059d","block_type":"box","text":"The Funds’ purchase and sale orders for securities may be combined with those of other investment companies, clients or","page_number":94,"box":{"x":88,"y":500,"width":855,"height":12}},{"id":"a5afd5da-f83d-4645-b94d-3c144987e1f0","block_type":"box","text":"accounts that BlackRock manages or advises. If purchases or sales of portfolio securities of the Funds and one or more other","page_number":94,"box":{"x":89,"y":515,"width":873,"height":12}},{"id":"b5f68571-4868-4c8b-9246-7294a640386e","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":94,"box":{"x":89,"y":530,"width":845,"height":13}},{"id":"942a8aaf-70f1-4439-9139-a30faea40239","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":94,"box":{"x":89,"y":545,"width":851,"height":13}},{"id":"c831d063-b8c8-492f-8957-257ce2eff372","block_type":"box","text":"procedure could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. However, in","page_number":94,"box":{"x":89,"y":560,"width":870,"height":13}},{"id":"9905f680-6585-4b99-994f-96a6636f3b79","block_type":"box","text":"other cases, it is possible that the ability to participate in volume transactions and to negotiate lower transaction costs will be","page_number":94,"box":{"x":89,"y":576,"width":875,"height":12}},{"id":"0551bb4d-0b56-48ec-ad38-891207e5f3af","block_type":"box","text":"beneficial to the Funds. BlackRock may deal, trade and invest for its own account in the types of securities in which the Funds","page_number":94,"box":{"x":89,"y":591,"width":878,"height":12}},{"id":"8f7f5f95-7e66-44af-8834-01fb68b5081c","block_type":"box","text":"may invest. BlackRock may, from time to time, effect trades on behalf of and for the account of the Funds with brokers or","page_number":94,"box":{"x":89,"y":606,"width":846,"height":12}},{"id":"5ea7fc02-2bed-4e59-8909-1045d4dc8dd9","block_type":"box","text":"dealers that are affiliated with BFA, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions,","page_number":94,"box":{"x":89,"y":621,"width":855,"height":12}},{"id":"455a55b5-b547-4fbb-8c97-6061b00c0365","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":94,"box":{"x":89,"y":636,"width":867,"height":12}},{"id":"21f5c624-fc35-4c58-96da-346d1ad4e616","block_type":"box","text":"other brokers or dealers in comparable transactions. The Funds will not deal with affiliates in principal transactions unless","page_number":94,"box":{"x":89,"y":651,"width":850,"height":12}},{"id":"f2045b87-adca-4491-baea-6c6aa6b497a7","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":94,"box":{"x":89,"y":666,"width":528,"height":13}},{"id":"9cc6a178-7595-4a77-9f38-0d1685c89456","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":94,"box":{"x":89,"y":693,"width":876,"height":12}},{"id":"98751807-687a-4eba-8829-01ab00e0f264","block_type":"box","text":"brokerage expenses. The table below sets forth the portfolio turnover rates of each Fund for the fiscal years noted:","page_number":94,"box":{"x":89,"y":708,"width":798,"height":12}},{"id":"679f3642-abfc-4d67-b404-06e38d769964","block_type":"box","text":"The table below sets forth the portfolio turnover rates of each Fund for the fiscal years noted:","page_number":94,"box":{"x":88,"y":734,"width":651,"height":13}},{"id":"d69b8827-b708-4c86-922a-616135edb2ec","block_type":"box","text":"Fund","page_number":94,"box":{"x":89,"y":774,"width":27,"height":8}},{"id":"f69edf4c-a1f2-4302-b15e-43859f4d81ed","block_type":"box","text":"Fiscal Year Ended","page_number":94,"box":{"x":673,"y":764,"width":99,"height":8}},{"id":"bee648b6-547c-4cf8-ad31-8e475af28785","block_type":"box","text":"July 31, 2025","page_number":94,"box":{"x":685,"y":774,"width":74,"height":10}},{"id":"395eefa2-b9a2-42b2-a4d6-6de2e490cf60","block_type":"box","text":"Fiscal Year Ended","page_number":94,"box":{"x":869,"y":764,"width":99,"height":8}},{"id":"515efc37-09e0-482a-91d8-b24fcc0d3222","block_type":"box","text":"July 31, 2024","page_number":94,"box":{"x":881,"y":774,"width":73,"height":10}},{"id":"f8b0b383-c028-4560-adb1-a253ad0c1be8","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S. ETF 12% 9%","page_number":94,"box":{"x":89,"y":796,"width":845,"height":12}},{"id":"8d20ab84-49ff-430c-a8e4-3950e53628fb","block_type":"box","text":"iShares Currency Hedged MSCI EAFE ETF 14% 12%","page_number":94,"box":{"x":89,"y":811,"width":845,"height":12}},{"id":"0c93243a-641b-4825-b34b-3f5b6c4b4528","block_type":"box","text":"iShares Currency Hedged MSCI EAFE Small-Cap ETF 16% 12%","page_number":94,"box":{"x":89,"y":826,"width":845,"height":13}},{"id":"eb7e7e43-457d-4732-a4b9-62bdf54410a0","block_type":"box","text":"80","page_number":94,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"7063579b-d99c-4624-9ceb-ee822961a584","block_type":"box","text":"None of the Funds paid any brokerage commissions to BRIL, an affiliate of BFA, or to any other broker-dealer that is part of","page_number":95,"box":{"x":89,"y":44,"width":857,"height":12}},{"id":"1916362d-9cf4-46d4-8f51-29cfefdd3af0","block_type":"box","text":"the BlackRock group of companies, during the fiscal year ended July 31, 2025.","page_number":95,"box":{"x":88,"y":59,"width":542,"height":12}},{"id":"4761e945-db70-4952-a5ff-2f6bd4f62f0f","block_type":"box","text":"Additional Information Concerning the Trust","page_number":95,"box":{"x":88,"y":90,"width":750,"height":29}},{"id":"2540b529-5f2a-48f2-b721-afa6b8be8e85","block_type":"box","text":"Shares.","page_number":95,"box":{"x":88,"y":131,"width":52,"height":10}},{"id":"7c3b4950-3763-4f32-baaa-59b358580578","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":95,"box":{"x":149,"y":131,"width":789,"height":12}},{"id":"1e779cfe-cab6-48c7-9858-1c6bd59e6531","block_type":"box","text":"iShares funds.","page_number":95,"box":{"x":89,"y":146,"width":97,"height":10}},{"id":"4399fe8c-f16f-49f4-ad4b-dedd2cb47f1b","block_type":"box","text":"Each share issued by a fund has a","page_number":95,"box":{"x":89,"y":172,"width":234,"height":13}},{"id":"7eec1762-3053-4043-a899-b8d757c6e648","block_type":"box","text":"pro rata","page_number":95,"box":{"x":327,"y":174,"width":56,"height":11}},{"id":"c661d5ab-f2da-427b-90c8-ae1073a92f40","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":95,"box":{"x":388,"y":172,"width":507,"height":13}},{"id":"7ab459b4-9deb-4bf5-84c9-a7d7a3c0ee95","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":95,"box":{"x":89,"y":188,"width":842,"height":12}},{"id":"370d6338-5410-488d-a733-2f1fd51598db","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":95,"box":{"x":89,"y":203,"width":835,"height":12}},{"id":"a7c4ed73-ecbb-4c7a-b3c8-3c7d00f4a2f3","block_type":"box","text":"liquidation.","page_number":95,"box":{"x":89,"y":218,"width":76,"height":12}},{"id":"885e089e-ec41-47e9-ae12-6dda74b07a44","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":95,"box":{"x":89,"y":244,"width":858,"height":13}},{"id":"6570f091-bcba-4e74-8bdd-714a14ab9e84","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":95,"box":{"x":89,"y":259,"width":821,"height":13}},{"id":"93d14927-0b4a-473c-8007-77bd615ee317","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":95,"box":{"x":88,"y":274,"width":864,"height":13}},{"id":"19ae52ac-450a-461c-bbb5-9b457956c659","block_type":"box","text":"one fund.","page_number":95,"box":{"x":89,"y":290,"width":65,"height":9}},{"id":"5f0fb791-6d18-4aed-9006-56ea66e9acb7","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":95,"box":{"x":89,"y":316,"width":861,"height":12}},{"id":"2077d0d4-d216-406b-b4a4-386f88a55c5a","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":95,"box":{"x":90,"y":331,"width":857,"height":12}},{"id":"9ce1df7c-927e-400d-8c09-d62efbebe308","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":95,"box":{"x":88,"y":346,"width":842,"height":13}},{"id":"68e6cf73-55cf-4a99-add7-caf4043b9482","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":95,"box":{"x":89,"y":361,"width":563,"height":13}},{"id":"a1ec9f59-2386-4ea1-a9c6-b826838e10c9","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":95,"box":{"x":89,"y":388,"width":837,"height":12}},{"id":"a950269b-73ad-43a7-8f5a-109c5e07ff0d","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":95,"box":{"x":88,"y":403,"width":874,"height":12}},{"id":"c8ac895e-1322-4617-8ffb-a30486347239","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":95,"box":{"x":88,"y":418,"width":862,"height":12}},{"id":"15676f70-e20f-4b62-b048-595232c7addf","block_type":"box","text":"Shareholders may make inquiries by writing to iShares Trust, c/o BlackRock Investments, LLC, 1 University Square Drive,","page_number":95,"box":{"x":88,"y":445,"width":840,"height":12}},{"id":"99248f37-c400-4538-bc29-23e07a5039b9","block_type":"box","text":"Princeton, NJ 08540.","page_number":95,"box":{"x":89,"y":460,"width":141,"height":11}},{"id":"9bf14e1f-6282-4a96-b3b2-70b6dc251524","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":95,"box":{"x":88,"y":486,"width":873,"height":12}},{"id":"8c59cbaa-7ecf-4025-9fcc-a56f72ec96ff","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":95,"box":{"x":88,"y":501,"width":876,"height":13}},{"id":"5c60f917-41ac-4161-b7e5-b7c330e1167f","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":95,"box":{"x":89,"y":516,"width":875,"height":13}},{"id":"23e0be6c-667e-4e62-a19d-2499f49b93c5","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":95,"box":{"x":89,"y":531,"width":865,"height":13}},{"id":"7c9ec71b-3aef-4fe7-b2c4-a36a044f4600","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":95,"box":{"x":89,"y":547,"width":864,"height":12}},{"id":"d918d04d-dfa0-4dea-a2fc-68498776b013","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":95,"box":{"x":89,"y":562,"width":838,"height":12}},{"id":"52edbf88-8e07-4d93-84d8-3754902bb6c8","block_type":"box","text":"guidance provided by the SEC staff.","page_number":95,"box":{"x":89,"y":577,"width":245,"height":12}},{"id":"ba9bfdde-e376-4007-aa3a-897d690ad83d","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":95,"box":{"x":89,"y":603,"width":831,"height":13}},{"id":"83bd7633-5800-49fa-aae0-a2691975307d","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":95,"box":{"x":88,"y":618,"width":844,"height":13}},{"id":"e0ddf3ea-102c-4dfe-91c5-86203874eafc","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":95,"box":{"x":89,"y":633,"width":879,"height":13}},{"id":"b0159e6a-6641-4936-9917-19164015d13c","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":95,"box":{"x":88,"y":649,"width":839,"height":12}},{"id":"4accfd5f-919d-4aad-ab19-e456135be6b3","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":95,"box":{"x":89,"y":664,"width":800,"height":12}},{"id":"0967fa21-646b-4dda-8f04-5fd5cfc08526","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":95,"box":{"x":88,"y":679,"width":839,"height":12}},{"id":"2c00aa96-fdd1-49e3-ad37-24637920d36d","block_type":"box","text":"required. Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of","page_number":95,"box":{"x":89,"y":694,"width":879,"height":12}},{"id":"8eab8c72-2c77-44ac-bb15-d27ddb8a493a","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":95,"box":{"x":88,"y":709,"width":863,"height":12}},{"id":"d2ff2057-90a1-42e8-bf15-524e369d484a","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":95,"box":{"x":88,"y":724,"width":866,"height":13}},{"id":"44f33a79-a7a6-49c3-a98b-0a100657c553","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":95,"box":{"x":89,"y":739,"width":878,"height":13}},{"id":"1211963f-a50e-4074-982b-5ddd69d594c4","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":95,"box":{"x":88,"y":754,"width":877,"height":13}},{"id":"e47ef873-e217-457e-bd8b-8ce1511dccd8","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":95,"box":{"x":89,"y":770,"width":878,"height":12}},{"id":"7ab0862b-2ac0-456b-9bf1-fa09620517ab","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":95,"box":{"x":89,"y":785,"width":480,"height":12}},{"id":"42b4966e-3f90-4e44-a6ca-76daa4765755","block_type":"box","text":"DTC as Securities Depository for Shares of the Funds.","page_number":95,"box":{"x":89,"y":811,"width":383,"height":12}},{"id":"23a3982c-f5e5-4802-a840-9d3ce7aaa1a8","block_type":"box","text":"Shares of each Fund are represented by securities registered in the","page_number":95,"box":{"x":481,"y":811,"width":465,"height":12}},{"id":"9deedba0-157e-4740-a299-f15729b7eb22","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":95,"box":{"x":89,"y":826,"width":486,"height":13}},{"id":"389570d2-e381-4899-90c1-de994d01b633","block_type":"box","text":"81","page_number":95,"box":{"x":521,"y":894,"width":12,"height":9}},{"id":"74f1ef0e-5ebf-4a75-b6db-bc7d36cdd91f","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":96,"box":{"x":89,"y":44,"width":836,"height":12}},{"id":"00749d58-0032-4e2c-ab83-7c93b5d453a4","block_type":"box","text":"NSCC was established in 1976 to provide a single settlement system for securities clearing and to serve as CCP for securities","page_number":96,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"d2868492-62b8-4d10-a907-46ff7144463e","block_type":"box","text":"trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository Trust & Clearing","page_number":96,"box":{"x":88,"y":74,"width":800,"height":12}},{"id":"098ac5ba-d5e0-4dff-b287-ec5e38a98820","block_type":"box","text":"Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is owned by the DTC","page_number":96,"box":{"x":89,"y":89,"width":852,"height":13}},{"id":"f1dd2252-9f91-42c8-b760-f45344376f11","block_type":"box","text":"Participants, but NYSE and FINRA, through subsidiaries, hold preferred shares in DTCC that provide them with the right to","page_number":96,"box":{"x":89,"y":104,"width":849,"height":13}},{"id":"a599a3aa-418a-413c-88de-538bdb480eb5","block_type":"box","text":"elect one member each to the DTCC board of directors. Access to the DTC system is available to entities, such as banks,","page_number":96,"box":{"x":89,"y":119,"width":836,"height":13}},{"id":"829d2c4a-47d9-4830-9cc4-01c9f0bf979b","block_type":"box","text":"brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a DTC Participant, either","page_number":96,"box":{"x":89,"y":135,"width":854,"height":12}},{"id":"7d28b717-8ed0-471c-9ce2-967484935435","block_type":"box","text":"directly or indirectly (“Indirect Participants”).","page_number":96,"box":{"x":89,"y":150,"width":311,"height":12}},{"id":"222d3396-ec77-4f50-8ab7-4b3ca1476af9","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":96,"box":{"x":89,"y":176,"width":873,"height":13}},{"id":"cbe1b7a7-2f45-4166-aba7-ec9f61ba9b6d","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":96,"box":{"x":89,"y":191,"width":840,"height":13}},{"id":"43e0c8ec-5be5-4ef0-91b2-699244171db9","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":96,"box":{"x":89,"y":206,"width":825,"height":13}},{"id":"6c287e90-5083-4e88-8900-9e02e8b3e4a5","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":96,"box":{"x":89,"y":222,"width":822,"height":12}},{"id":"0622af95-d70b-4200-8702-25e86514c50d","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":96,"box":{"x":89,"y":237,"width":848,"height":12}},{"id":"9692d7d9-291a-49d1-84f0-d9166905cb11","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":96,"box":{"x":89,"y":252,"width":877,"height":12}},{"id":"2595a778-9cda-4527-95f4-24203cdafb14","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":96,"box":{"x":89,"y":267,"width":872,"height":12}},{"id":"96634836-5de2-4adf-bc08-86d29b8b8961","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":96,"box":{"x":89,"y":282,"width":426,"height":12}},{"id":"8d636492-5391-4ff4-9843-d2902a822ff0","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":96,"box":{"x":89,"y":308,"width":873,"height":13}},{"id":"8e4bffc0-8166-4408-a886-6ae1a7c9e9ab","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":96,"box":{"x":89,"y":324,"width":869,"height":12}},{"id":"7f1f085f-029a-4d58-b655-fd85e23f4d27","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":96,"box":{"x":88,"y":339,"width":856,"height":12}},{"id":"d5659c4a-7fcf-45b3-80ab-e6d62bb78a7a","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":96,"box":{"x":89,"y":354,"width":807,"height":12}},{"id":"0eba5a19-0c55-4d36-b27e-7afdc5c26ecc","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":96,"box":{"x":89,"y":369,"width":877,"height":12}},{"id":"51207fc5-55e1-4cde-b26f-114bb48712ee","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":96,"box":{"x":89,"y":384,"width":803,"height":12}},{"id":"26efb648-dd69-4c1e-884d-a84131b89293","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":96,"box":{"x":89,"y":399,"width":874,"height":13}},{"id":"1ab71beb-58e6-4778-bb70-66706d8be38d","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":96,"box":{"x":89,"y":414,"width":861,"height":13}},{"id":"b07b3bb4-8ecc-40b3-a01f-755cda323ac7","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":96,"box":{"x":89,"y":429,"width":652,"height":13}},{"id":"8ed0b288-df7e-4d1e-a0d7-1354fe9c873d","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":96,"box":{"x":88,"y":456,"width":878,"height":12}},{"id":"51bf3b26-0de5-48c1-95f7-3027eff7ba73","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":96,"box":{"x":89,"y":471,"width":847,"height":12}},{"id":"7cd7802b-4959-45ff-979c-b00068a00cf8","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":96,"box":{"x":89,"y":486,"width":858,"height":12}},{"id":"bcf49614-28cc-4560-a86e-ba8e099db6b6","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":96,"box":{"x":89,"y":501,"width":836,"height":13}},{"id":"9e11aba3-abba-4697-91e0-42b11dc5220c","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":96,"box":{"x":89,"y":516,"width":877,"height":13}},{"id":"64379908-1f96-45ff-a332-05c40e92c3af","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":96,"box":{"x":89,"y":531,"width":875,"height":13}},{"id":"4c332abd-4cd2-4705-b8b0-68c4c183c75e","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":96,"box":{"x":88,"y":558,"width":813,"height":12}},{"id":"bcbb6cf7-06b0-4832-a0ab-ad12a5926995","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":96,"box":{"x":89,"y":573,"width":874,"height":12}},{"id":"044967b4-8ca4-4083-882e-1fc88698c4ba","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":96,"box":{"x":89,"y":588,"width":866,"height":12}},{"id":"0f24d08f-ccb5-43bf-a8d0-67296f7c5f84","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":96,"box":{"x":89,"y":603,"width":855,"height":13}},{"id":"68acc432-88b6-4ae8-a2cb-1ce66e904620","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":96,"box":{"x":88,"y":618,"width":876,"height":13}},{"id":"7bd3b461-25ad-4e28-a7bf-fe61e3a6827c","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":96,"box":{"x":88,"y":633,"width":855,"height":13}},{"id":"794c5330-7eca-4632-b9c6-950985a8db0e","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":96,"box":{"x":89,"y":649,"width":873,"height":12}},{"id":"b5a89b5f-0128-448f-835d-49e88cebb989","block_type":"box","text":"cost.","page_number":96,"box":{"x":89,"y":665,"width":32,"height":8}},{"id":"cc3d6924-a932-4ec9-841a-b9f9791c368d","block_type":"box","text":"Distribution of Shares.","page_number":96,"box":{"x":89,"y":690,"width":160,"height":10}},{"id":"356f5779-c4f9-4374-967d-2496a1f84b07","block_type":"box","text":"In connection with each Fund’s launch, each Fund was seeded through the sale of one or more","page_number":96,"box":{"x":259,"y":690,"width":665,"height":13}},{"id":"00d3fad5-4877-4413-8ca3-c74341a34872","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":96,"box":{"x":89,"y":705,"width":859,"height":13}},{"id":"ad518f9f-f224-4df6-b8a6-1ea599d6af86","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":96,"box":{"x":89,"y":720,"width":861,"height":13}},{"id":"8a2f9c2b-8ba2-40c6-9480-1424bd5bfc9d","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":96,"box":{"x":89,"y":736,"width":848,"height":12}},{"id":"88c42afd-a045-4c5b-989b-026756e948bd","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":96,"box":{"x":89,"y":751,"width":873,"height":12}},{"id":"3b548fbf-95dd-4c7d-85de-a2794884c0f6","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":96,"box":{"x":88,"y":766,"width":833,"height":12}},{"id":"616a5cdc-22a0-4876-a166-38494a749d96","block_type":"box","text":"shares.","page_number":96,"box":{"x":89,"y":781,"width":47,"height":10}},{"id":"827a0dd2-93a1-4449-8506-a8254df3007d","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":96,"box":{"x":88,"y":807,"width":877,"height":13}},{"id":"81230f0c-b21f-4776-9c6c-2e853cf65c09","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":96,"box":{"x":89,"y":822,"width":873,"height":13}},{"id":"71f2ce66-fd8c-4aec-b9f8-d0e48008e584","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":96,"box":{"x":88,"y":838,"width":878,"height":12}},{"id":"4881b8cc-f3f5-458f-a57b-e59136552d63","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":96,"box":{"x":88,"y":853,"width":877,"height":12}},{"id":"68aa1c02-14d7-4825-91d3-e7b1def92ad7","block_type":"box","text":"82","page_number":96,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8205be06-b3ab-4e96-a52f-1c9f858f3b79","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":97,"box":{"x":89,"y":44,"width":822,"height":12}},{"id":"6ec64f3b-ec88-400f-bae8-d0858b2ed843","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":97,"box":{"x":88,"y":59,"width":875,"height":12}},{"id":"167ee906-c4bc-4ec9-b0d3-fe056ec3a19c","block_type":"box","text":"by them through an Authorized Participant.","page_number":97,"box":{"x":89,"y":74,"width":302,"height":12}},{"id":"9f45b181-80c5-4138-829b-cf5293ff1c1f","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":97,"box":{"x":88,"y":101,"width":840,"height":12}},{"id":"9f9b651a-ec5f-4967-8f91-80c1c91fb074","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":97,"box":{"x":89,"y":116,"width":712,"height":12}},{"id":"b1591269-16b6-40e0-91ac-a38ef387206b","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":97,"box":{"x":88,"y":142,"width":871,"height":12}},{"id":"358d9221-e3e8-4db2-a630-6e98e9323302","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":97,"box":{"x":90,"y":157,"width":354,"height":13}},{"id":"d1507365-8575-4d86-84e6-b49d98b63b20","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":97,"box":{"x":90,"y":188,"width":721,"height":30}},{"id":"7c909c8c-0116-4805-9827-17d9a80ab47f","block_type":"box","text":"General.","page_number":97,"box":{"x":89,"y":229,"width":59,"height":10}},{"id":"94705b3c-e96a-4620-9619-c447239311f9","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":97,"box":{"x":156,"y":229,"width":804,"height":12}},{"id":"330abcd3-a62c-4b95-a882-1845c060e07a","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":97,"box":{"x":89,"y":244,"width":864,"height":13}},{"id":"5cc7edbb-0934-4648-befa-f46314737a85","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":97,"box":{"x":89,"y":259,"width":828,"height":13}},{"id":"2e4e3b41-09fc-4446-ac58-6dddf4441ce0","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":97,"box":{"x":89,"y":274,"width":850,"height":13}},{"id":"8c6f54a4-7028-4e9e-86ae-ad91c446e5cf","block_type":"box","text":"forth the number of shares of a Fund that constitute a Creation Unit for such Fund and the approximate value of such","page_number":97,"box":{"x":88,"y":290,"width":823,"height":12}},{"id":"a56a6d4a-4c4b-4e45-a282-070832402311","block_type":"box","text":"Creation Unit as of July 31, 2025:","page_number":97,"box":{"x":89,"y":305,"width":225,"height":12}},{"id":"c1aa0524-ff47-4ac9-9998-6501f9f6b6a0","block_type":"box","text":"Fund","page_number":97,"box":{"x":89,"y":365,"width":27,"height":7}},{"id":"d4d89c8f-bb23-49ef-969e-0b917b33ade3","block_type":"box","text":"Shares Per","page_number":97,"box":{"x":725,"y":354,"width":60,"height":8}},{"id":"30cd2b12-510e-4a14-a615-fa24a49732c9","block_type":"box","text":"Creation Unit","page_number":97,"box":{"x":717,"y":365,"width":76,"height":7}},{"id":"4a097180-86a6-48ff-98ea-6e16dd7da023","block_type":"box","text":"Approximate","page_number":97,"box":{"x":881,"y":335,"width":75,"height":9}},{"id":"32304bcc-460a-4e74-8f0f-17b99e24eed9","block_type":"box","text":"Value Per","page_number":97,"box":{"x":892,"y":344,"width":54,"height":8}},{"id":"dc414433-20b8-486f-a1fd-22b4198207a6","block_type":"box","text":"Creation","page_number":97,"box":{"x":895,"y":355,"width":48,"height":7}},{"id":"26dc5ccf-0e3b-4120-a0aa-d4e631f05b99","block_type":"box","text":"Unit (U.S.$)","page_number":97,"box":{"x":886,"y":365,"width":66,"height":9}},{"id":"b9c8fd44-2b59-49ea-a8c7-a54a641f250c","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S. ETF 10,000 $ 354,108.03","page_number":97,"box":{"x":89,"y":387,"width":878,"height":12}},{"id":"30223277-4204-4147-91c9-d70210f417dd","block_type":"box","text":"iShares Currency Hedged MSCI EAFE ETF 50,000 $1,890,921.65","page_number":97,"box":{"x":89,"y":402,"width":878,"height":12}},{"id":"2cceb137-050e-4110-8a78-8fe02f7475fb","block_type":"box","text":"iShares Currency Hedged MSCI EAFE Small-Cap ETF 10,000 $ 361,247.83","page_number":97,"box":{"x":89,"y":417,"width":878,"height":12}},{"id":"6609623a-4a89-4c2c-9c01-aa06de272234","block_type":"box","text":"In its discretion, the Trust reserves the right to increase or decrease the number of a Fund’s shares that constitute a Creation","page_number":97,"box":{"x":89,"y":450,"width":869,"height":12}},{"id":"3caa7901-dbc4-42ab-811a-2eb17ac83459","block_type":"box","text":"Unit. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of any Fund, and","page_number":97,"box":{"x":89,"y":465,"width":864,"height":12}},{"id":"d13547fb-f6c0-4f64-88ff-956852cbe82c","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":97,"box":{"x":88,"y":480,"width":874,"height":12}},{"id":"2bb3e18b-65a2-462a-8c9e-784ca4ed461f","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":97,"box":{"x":88,"y":495,"width":796,"height":12}},{"id":"2a2cfae8-b06a-4233-bab0-ab4049c05ef2","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":97,"box":{"x":88,"y":521,"width":839,"height":13}},{"id":"96d38479-e39f-4505-899f-d0255073e2dc","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":97,"box":{"x":89,"y":536,"width":837,"height":13}},{"id":"0ec0315d-6423-4064-84c2-ac080af098bd","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":97,"box":{"x":89,"y":552,"width":877,"height":12}},{"id":"12e2fd7a-ec11-49ee-801b-07c98298ff35","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":97,"box":{"x":89,"y":567,"width":821,"height":12}},{"id":"9b313d7c-b155-493a-b2c1-f863ea882cbc","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":97,"box":{"x":89,"y":582,"width":669,"height":12}},{"id":"aee46ac1-2f02-4a61-a26a-f0e45c5d6753","block_type":"box","text":"Fund Deposit.","page_number":97,"box":{"x":89,"y":608,"width":98,"height":13}},{"id":"3eecf780-1a2c-45fa-846e-7f3797eb9f67","block_type":"box","text":"The consideration for purchase of Creation Units of a Fund generally consists of Deposit Securities and the","page_number":97,"box":{"x":196,"y":608,"width":747,"height":13}},{"id":"30911312-bb96-4d6e-b50d-9f2292105951","block_type":"box","text":"Cash Component computed as described below. Together, the Deposit Securities and the Cash Component constitute the","page_number":97,"box":{"x":89,"y":623,"width":852,"height":13}},{"id":"5d59ec01-71cd-4ca7-92ee-750c01dca7ac","block_type":"box","text":"“Fund Deposit,” which, when combined with a Fund’s portfolio securities is designed to generate performance that has a","page_number":97,"box":{"x":89,"y":639,"width":847,"height":12}},{"id":"b1f26a73-3ea7-46d7-b120-196a219232ff","block_type":"box","text":"collective investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and","page_number":97,"box":{"x":89,"y":654,"width":848,"height":12}},{"id":"1ce3c4c2-55de-4ace-8f3b-87bc27222556","block_type":"box","text":"subsequent investment amount for a Creation Unit of a Fund. Such Fund Deposit is applicable, subject to any adjustments as","page_number":97,"box":{"x":89,"y":669,"width":874,"height":12}},{"id":"297bae13-47a4-41ce-b69f-e4145c4a196d","block_type":"box","text":"described below, to purchases of Creation Units of shares of a given Fund until such time as the next-announced Fund","page_number":97,"box":{"x":89,"y":684,"width":828,"height":12}},{"id":"ef079656-3bbd-4477-91e7-dcf53ae28a22","block_type":"box","text":"Deposit is made available.","page_number":97,"box":{"x":89,"y":699,"width":179,"height":12}},{"id":"9373a2fa-6638-4bc9-b7e3-ad3bd489f6fa","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":97,"box":{"x":88,"y":725,"width":839,"height":13}},{"id":"65311485-28f0-4fc2-b525-f96b31b01117","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":97,"box":{"x":89,"y":741,"width":879,"height":12}},{"id":"9e961b69-0088-4279-83e3-7e6924fe31fa","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":97,"box":{"x":89,"y":756,"width":878,"height":12}},{"id":"faaf4d90-67d3-4192-8b68-b1d15dd88faf","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":97,"box":{"x":89,"y":771,"width":872,"height":12}},{"id":"0b60a234-7663-4ca1-81d7-aa4e54e86acb","block_type":"box","text":"Participant purchasing the Creation Unit.","page_number":97,"box":{"x":89,"y":786,"width":284,"height":12}},{"id":"b07d78e9-19be-400d-a9bf-585afc4913ba","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":97,"box":{"x":88,"y":812,"width":840,"height":13}},{"id":"0b2da326-9b99-4e51-a8c6-c73e265d8c9a","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":97,"box":{"x":89,"y":828,"width":860,"height":12}},{"id":"c67f36c0-7351-4abd-b68c-7908a25bf4d8","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":97,"box":{"x":88,"y":843,"width":876,"height":12}},{"id":"937db823-12ba-4b74-9ef0-e25241774f1b","block_type":"box","text":"to the weighting or composition of the component securities constituting the relevant Underlying Index.","page_number":97,"box":{"x":88,"y":858,"width":730,"height":12}},{"id":"5206fcbf-c650-4b25-859f-5e2c4d65623f","block_type":"box","text":"83","page_number":97,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c917d73c-8a47-4fc2-8743-71632a84db91","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":98,"box":{"x":88,"y":44,"width":877,"height":12}},{"id":"91f3e62a-8b85-4813-b8bb-dd5aa86ccf99","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":98,"box":{"x":89,"y":59,"width":824,"height":12}},{"id":"fbad5432-0b10-40fd-abf8-6864a82747ac","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":98,"box":{"x":89,"y":74,"width":869,"height":12}},{"id":"81ffefdc-0564-4bf7-9791-d7d95dbd4236","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":98,"box":{"x":89,"y":89,"width":690,"height":13}},{"id":"f93b145d-8ead-433c-91cd-192008f90bda","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":98,"box":{"x":89,"y":116,"width":879,"height":12}},{"id":"2e907b7e-a4ba-43b6-a3a8-36eb6284063b","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":98,"box":{"x":89,"y":131,"width":295,"height":12}},{"id":"ceeeb129-a449-4392-b6b2-b245b57bfae9","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":98,"box":{"x":88,"y":157,"width":854,"height":13}},{"id":"9fba7492-61af-49fb-9717-fee4af675196","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":98,"box":{"x":89,"y":172,"width":870,"height":13}},{"id":"53f8c5d1-153a-4d6e-911c-9ef5797426d5","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":98,"box":{"x":89,"y":188,"width":823,"height":12}},{"id":"4f96bb57-c435-48a1-8088-ec241631f46a","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":98,"box":{"x":89,"y":203,"width":873,"height":12}},{"id":"2cb3ef87-9016-4392-aa4e-20ccefcacfef","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":98,"box":{"x":88,"y":218,"width":847,"height":12}},{"id":"da9ace5c-a087-4935-a7a9-1189cd579410","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":98,"box":{"x":89,"y":233,"width":859,"height":12}},{"id":"aa46d7a1-4033-49ea-aebe-d258691493c7","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":98,"box":{"x":89,"y":248,"width":745,"height":12}},{"id":"3a0389e0-0b81-49fe-846b-17fea7527ee2","block_type":"box","text":"Cash Purchase Method.","page_number":98,"box":{"x":89,"y":274,"width":170,"height":10}},{"id":"f3d4e2ed-b95d-452c-8177-801842d06570","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":98,"box":{"x":268,"y":274,"width":682,"height":13}},{"id":"f642bbd3-a5ba-4458-872f-676e01cb24af","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified for a Fund, they will be effected in","page_number":98,"box":{"x":88,"y":290,"width":830,"height":12}},{"id":"fa57e5be-d1f9-4545-b635-1cb7d0bbc9d0","block_type":"box","text":"essentially the same manner as in-kind purchases thereof. In the case of a partial or full cash purchase, the Authorized","page_number":98,"box":{"x":89,"y":305,"width":826,"height":12}},{"id":"fe662592-bb59-4b4f-808b-5f759650b90f","block_type":"box","text":"Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in","page_number":98,"box":{"x":89,"y":320,"width":857,"height":12}},{"id":"a37dd93e-1889-409e-bc3f-d76a0ff535a2","block_type":"box","text":"kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser.","page_number":98,"box":{"x":89,"y":335,"width":639,"height":12}},{"id":"2a8e2282-d0af-4e3e-b1f4-21189e09d8fa","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":98,"box":{"x":89,"y":361,"width":301,"height":10}},{"id":"02349391-f8b4-4524-aad4-360e4855ea19","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":98,"box":{"x":398,"y":361,"width":568,"height":13}},{"id":"0b5b205a-5725-41da-bc36-955142b455c8","block_type":"box","text":"the Funds, an entity must be: (i) a “Participating Party,”","page_number":98,"box":{"x":88,"y":376,"width":385,"height":13}},{"id":"37ef4353-82fa-488b-b298-6a66f08c5e20","block_type":"box","text":"i.e","page_number":98,"box":{"x":478,"y":377,"width":15,"height":9}},{"id":"4b6768fc-5f7a-46e2-b4f6-cb8ccf4ced74","block_type":"box","text":"., a broker-dealer or other participant in the clearing process","page_number":98,"box":{"x":494,"y":376,"width":420,"height":13}},{"id":"a6940ece-000c-47d1-868e-16c8d51ee52d","block_type":"box","text":"through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered","page_number":98,"box":{"x":88,"y":392,"width":847,"height":12}},{"id":"45f5496d-8712-4f9f-939e-ba32ed5dd34b","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":98,"box":{"x":88,"y":407,"width":863,"height":12}},{"id":"cca174da-8630-4853-a2a8-69c027e9e18e","block_type":"box","text":"and redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":98,"box":{"x":89,"y":422,"width":851,"height":12}},{"id":"8e035953-2985-4130-af60-ac71685eed3e","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":98,"box":{"x":89,"y":437,"width":866,"height":12}},{"id":"7e09f4a5-cc2b-4352-887b-dcdc33aa822c","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":98,"box":{"x":89,"y":452,"width":843,"height":12}},{"id":"e2d05423-85f6-420f-8b3b-864676576e1b","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":98,"box":{"x":89,"y":467,"width":873,"height":13}},{"id":"14b61916-1fd5-42d4-a23f-75a281c7b50f","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":98,"box":{"x":89,"y":482,"width":295,"height":13}},{"id":"96cb3580-23ef-4374-a5ba-f8e2e64289d8","block_type":"box","text":"Role of the Authorized Participant.","page_number":98,"box":{"x":89,"y":509,"width":247,"height":12}},{"id":"94c83ba9-8d48-42ff-9a4e-c16cef85d926","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":98,"box":{"x":346,"y":509,"width":570,"height":12}},{"id":"878d53bb-be95-48a0-af8f-3d8567abfcda","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":98,"box":{"x":89,"y":524,"width":870,"height":12}},{"id":"80e7e2da-9619-4fc8-bb03-09d4f592b13b","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":98,"box":{"x":89,"y":539,"width":823,"height":12}},{"id":"d6c41007-50b2-4ccf-a4cf-abb79363bd93","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":98,"box":{"x":89,"y":554,"width":875,"height":12}},{"id":"f936a510-cd72-49fd-acd2-54d05dcf8b36","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":98,"box":{"x":89,"y":569,"width":877,"height":13}},{"id":"16017561-6d48-44b9-9cea-26430d57c33e","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":98,"box":{"x":89,"y":584,"width":848,"height":13}},{"id":"aa16203b-c48d-4dd0-be0a-8fdefc834b02","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":98,"box":{"x":89,"y":599,"width":854,"height":13}},{"id":"20ff1df4-2d36-4e4c-a36e-ec658a8d1e4d","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":98,"box":{"x":88,"y":615,"width":844,"height":12}},{"id":"7884b638-6e0a-4359-855e-02afcd9ff294","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":98,"box":{"x":89,"y":630,"width":842,"height":12}},{"id":"b73a1caa-164e-4bf5-9646-0e30eab8618f","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":98,"box":{"x":89,"y":645,"width":878,"height":12}},{"id":"1fc7ec50-1f8b-4cad-beb5-fb7c7b3cc8a2","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":98,"box":{"x":89,"y":660,"width":800,"height":12}},{"id":"54144388-35fe-4303-b911-9f40f19f5a0e","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":98,"box":{"x":89,"y":675,"width":870,"height":12}},{"id":"6a2b0c01-ae5a-4a41-bc38-458293299872","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":98,"box":{"x":88,"y":690,"width":820,"height":13}},{"id":"1d4fccd0-ed93-4aea-8400-6ed9a2af8f45","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":98,"box":{"x":89,"y":705,"width":840,"height":13}},{"id":"f80b07bf-4384-4169-ba24-c9c4d397ed99","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":98,"box":{"x":89,"y":720,"width":818,"height":13}},{"id":"f34173f3-d9c9-46a1-b5db-51b095a39977","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":98,"box":{"x":89,"y":736,"width":863,"height":12}},{"id":"7400998b-8283-4f50-936b-fdafa0d70ea5","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":98,"box":{"x":88,"y":751,"width":867,"height":12}},{"id":"5165cfcd-9a15-4da4-80b8-f633bc52aeba","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":98,"box":{"x":88,"y":766,"width":872,"height":12}},{"id":"d11874cc-ae69-488b-83ed-742e62d7541e","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":98,"box":{"x":89,"y":781,"width":820,"height":12}},{"id":"2fd26578-042f-42fe-83df-913b6fb41306","block_type":"box","text":"Participant Agreement.","page_number":98,"box":{"x":89,"y":797,"width":160,"height":11}},{"id":"1252cf99-e483-4310-b188-743d200283ed","block_type":"box","text":"Purchase Orders.","page_number":98,"box":{"x":89,"y":822,"width":122,"height":10}},{"id":"b5aa99cc-b7e2-449f-a7a3-c502808576ea","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":98,"box":{"x":224,"y":822,"width":708,"height":13}},{"id":"e2e326c2-5b47-4984-a51d-4ec094358742","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":98,"box":{"x":89,"y":838,"width":837,"height":12}},{"id":"ee1af4e7-cd5e-4a6c-af02-94aa610ae058","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":98,"box":{"x":89,"y":853,"width":832,"height":12}},{"id":"9d490aee-dabc-46ed-8eaa-470f7b9c049e","block_type":"box","text":"84","page_number":98,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"57aa81bd-6463-49e2-97bf-e5db072c0383","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":99,"box":{"x":89,"y":44,"width":868,"height":12}},{"id":"08938df7-0a9c-4210-bdde-7383bdcee5b2","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":99,"box":{"x":89,"y":59,"width":873,"height":12}},{"id":"d7da06a5-5ae6-4b6a-ac71-a04e252bd910","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":99,"box":{"x":88,"y":74,"width":862,"height":12}},{"id":"a2dde827-39c5-4f11-b67f-35f2144d9089","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":99,"box":{"x":89,"y":89,"width":842,"height":13}},{"id":"4399ca43-3311-41cf-9061-1fbc130a48fd","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":99,"box":{"x":89,"y":104,"width":878,"height":13}},{"id":"1c0aa56d-4abe-482e-9635-93e45df10fc5","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":99,"box":{"x":88,"y":119,"width":854,"height":13}},{"id":"eae4a1e6-deb9-4162-b7f5-30d906e6068d","block_type":"box","text":"such Business Day.","page_number":99,"box":{"x":89,"y":135,"width":131,"height":12}},{"id":"6b43dffc-0ee0-44c6-b625-32ce986cba6a","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":99,"box":{"x":88,"y":161,"width":861,"height":12}},{"id":"74987a94-a6ca-4471-949f-b4ff4751b652","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":99,"box":{"x":88,"y":176,"width":875,"height":13}},{"id":"d21bcbdb-4405-4e3c-8e0f-ac206a4ce9e5","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":99,"box":{"x":89,"y":191,"width":851,"height":13}},{"id":"314bc055-69d8-4f1f-bee3-79908f1bb204","block_type":"box","text":"orders should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or","page_number":99,"box":{"x":89,"y":206,"width":861,"height":13}},{"id":"3c722cd4-1a21-442c-9b1e-151a79398dad","block_type":"box","text":"depositary institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than","page_number":99,"box":{"x":89,"y":222,"width":860,"height":12}},{"id":"801168bb-9090-4fd6-8370-464cb0c9e788","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":99,"box":{"x":88,"y":237,"width":862,"height":12}},{"id":"edb2e85d-240d-4fe9-aa22-3ec638960e32","block_type":"box","text":"shares placed with it to be in the particular form required by the individual Authorized Participant.","page_number":99,"box":{"x":89,"y":252,"width":681,"height":12}},{"id":"334726b7-333c-49ae-9886-15faaa561a7e","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":99,"box":{"x":88,"y":278,"width":879,"height":13}},{"id":"d4b83344-b5a8-44f7-8dc9-241e82495348","block_type":"box","text":"amounts, in connection with any purchase order.","page_number":99,"box":{"x":89,"y":293,"width":342,"height":13}},{"id":"fe9cbef3-4c51-44a9-a91b-c7673ea8a884","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":99,"box":{"x":88,"y":320,"width":304,"height":12}},{"id":"2ca2ebe4-f7b5-4347-a3e9-ed2607423d53","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":99,"box":{"x":401,"y":320,"width":554,"height":12}},{"id":"f2f4c1b3-d246-4af6-955f-302e9ea59779","block_type":"box","text":"of the 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":99,"box":{"x":89,"y":335,"width":864,"height":12}},{"id":"14a9e692-c02a-4150-8b78-e72c7bc9e8f6","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":99,"box":{"x":89,"y":350,"width":878,"height":12}},{"id":"0b0b4e22-dd8f-4fe9-a80b-efbcfb8a8db1","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":99,"box":{"x":89,"y":365,"width":859,"height":12}},{"id":"463da4e5-50d8-489b-bbc2-a82f080ac643","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":99,"box":{"x":89,"y":380,"width":875,"height":13}},{"id":"05093da8-d630-4d56-8e3f-fb843ac5099e","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":99,"box":{"x":88,"y":395,"width":850,"height":13}},{"id":"99548978-5160-4643-958d-6b4ab6a3ea90","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":99,"box":{"x":88,"y":410,"width":852,"height":13}},{"id":"5e162ef3-b9e4-431c-87cf-3b03815fac34","block_type":"box","text":"specified above for the submission of purchase orders is referred to as the Fund’s “Cutoff Time.” The Distributor or its agent,","page_number":99,"box":{"x":89,"y":426,"width":870,"height":12}},{"id":"98937cc7-4bff-4dc3-90c9-32336d799680","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":99,"box":{"x":89,"y":441,"width":849,"height":12}},{"id":"3d21f140-dc81-425a-9a28-7944b20faab5","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":99,"box":{"x":88,"y":456,"width":869,"height":12}},{"id":"1f9bace9-17a5-4118-830c-45e6d8fa5156","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":99,"box":{"x":88,"y":471,"width":867,"height":12}},{"id":"88a04094-2056-459c-bb1b-46761761170b","block_type":"box","text":"accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance with the","page_number":99,"box":{"x":89,"y":486,"width":852,"height":12}},{"id":"76d347f8-ee12-4091-98d2-a3bed7b82ddf","block_type":"box","text":"Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.","page_number":99,"box":{"x":89,"y":501,"width":690,"height":13}},{"id":"2bfda5dd-dbca-4c33-afcf-124b5fe45763","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":99,"box":{"x":88,"y":528,"width":293,"height":12}},{"id":"40bffc06-1718-469b-bde0-6b03f8c2b333","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":99,"box":{"x":394,"y":528,"width":507,"height":12}},{"id":"0d613503-7833-4099-85f5-d6e7b81431f9","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":99,"box":{"x":89,"y":543,"width":871,"height":12}},{"id":"a7fff57c-e2e3-4005-9609-68d565fed2ff","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":99,"box":{"x":88,"y":558,"width":858,"height":12}},{"id":"b72a34d2-5289-4562-a07d-72ca8bb51a49","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":99,"box":{"x":89,"y":573,"width":865,"height":12}},{"id":"ee410f48-5732-4d85-ab70-622d5c7ee28c","block_type":"box","text":"as set forth below.","page_number":99,"box":{"x":89,"y":588,"width":126,"height":10}},{"id":"384a44df-661d-4822-8a9b-3188ca38348b","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":99,"box":{"x":89,"y":615,"width":815,"height":12}},{"id":"6b03defc-1cb7-4005-8736-343cd1c9cc25","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":99,"box":{"x":89,"y":630,"width":812,"height":12}},{"id":"29153cb3-abfe-430c-bf39-8962079b5800","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":99,"box":{"x":89,"y":645,"width":552,"height":12}},{"id":"a5a86840-47e1-4ec0-84a8-e63bd11a11b5","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":99,"box":{"x":89,"y":671,"width":870,"height":13}},{"id":"2e2719fb-6747-47cf-ad48-191206ad6bea","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":99,"box":{"x":89,"y":686,"width":860,"height":13}},{"id":"abc182ea-cf73-49b8-acee-cf822cd6fff5","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":99,"box":{"x":89,"y":702,"width":877,"height":12}},{"id":"c3aed566-7143-4305-a312-db62e5da1eb4","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":99,"box":{"x":89,"y":717,"width":853,"height":12}},{"id":"5d192ba1-2835-4605-90c4-da028392bb2b","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":99,"box":{"x":89,"y":732,"width":876,"height":12}},{"id":"37e22792-1bed-4d0f-b2f1-ba23d3cdf085","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":99,"box":{"x":89,"y":747,"width":820,"height":12}},{"id":"1c590656-139e-48d8-b1ef-4a5b44a54f3b","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":99,"box":{"x":89,"y":762,"width":810,"height":12}},{"id":"5a868f4b-2158-47c4-9d98-f3dbcf78ad6c","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":99,"box":{"x":89,"y":777,"width":852,"height":12}},{"id":"159714a1-733a-48d2-b72e-12fe4daf7632","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Funds, Citibank, the sub-custodian and the","page_number":99,"box":{"x":89,"y":792,"width":863,"height":13}},{"id":"1b489b48-59d9-4a6f-a125-7db16dc9872e","block_type":"box","text":"Distributor or its agent are under no duty, however, to give notification of any defects or irregularities in the delivery of Fund","page_number":99,"box":{"x":89,"y":807,"width":864,"height":13}},{"id":"76560d88-3bcf-42fa-9995-6d37ad1aaa17","block_type":"box","text":"Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":99,"box":{"x":89,"y":822,"width":583,"height":13}},{"id":"e13d5fb6-e620-461e-92f4-93d39bb80b0d","block_type":"box","text":"85","page_number":99,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"11272a76-e492-4995-983f-fcaccd9b204e","block_type":"box","text":"Issuance of a Creation Unit.","page_number":100,"box":{"x":89,"y":44,"width":197,"height":10}},{"id":"d10e0de7-4378-4eaa-b8c0-88c2662ca1fa","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to","page_number":100,"box":{"x":300,"y":44,"width":645,"height":12}},{"id":"0416b9b8-5933-402b-b9b7-0216ab7ecec8","block_type":"box","text":"the applicable Fund of the Deposit Securities and the payment of the Cash Component have been completed. When the sub","page_number":100,"box":{"x":88,"y":59,"width":874,"height":12}},{"id":"cf146f09-48b7-454c-9179-3d3771d89faa","block_type":"box","text":"custodian has confirmed to the custodian that the securities included in the Fund Deposit (or the cash value thereof ) have","page_number":100,"box":{"x":89,"y":74,"width":857,"height":12}},{"id":"7ae4a558-d06e-4d5a-922d-c60a76e6dfee","block_type":"box","text":"been delivered to the account of the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be","page_number":100,"box":{"x":89,"y":89,"width":862,"height":13}},{"id":"c0920549-54e5-433d-940d-eb063cac904d","block_type":"box","text":"notified of such delivery and the applicable Fund will issue and cause the delivery of the Creation Unit.","page_number":100,"box":{"x":89,"y":104,"width":712,"height":13}},{"id":"7d2dbc80-3eb9-491e-a884-1fed11bd8a2a","block_type":"box","text":"Creation Units are generally issued on a “T+1 basis” (i.e., one Business Day after trade date). However, each Fund reserves the","page_number":100,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"c9390364-fab6-41e2-9b92-ffe9abed9635","block_type":"box","text":"right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the circumstances and","page_number":100,"box":{"x":89,"y":146,"width":821,"height":12}},{"id":"0f14d22b-1a2d-408c-be44-ad18926cac88","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":100,"box":{"x":89,"y":161,"width":857,"height":12}},{"id":"86b68a10-0f10-4d75-be67-78e700bbd317","block_type":"box","text":"schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and ex-dividend","page_number":100,"box":{"x":89,"y":176,"width":875,"height":13}},{"id":"85b4622c-3b01-40cc-865e-181006bb27e4","block_type":"box","text":"dates (i.e., the last day the holder of a security can sell the security and still receive dividends payable on the security).","page_number":100,"box":{"x":89,"y":191,"width":822,"height":13}},{"id":"0baa188a-5206-45d0-9b37-382d2bdc0669","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, each Fund will issue Creation Units","page_number":100,"box":{"x":88,"y":218,"width":873,"height":12}},{"id":"6b14eace-830b-4fec-a10f-e170c39e8d81","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":100,"box":{"x":88,"y":233,"width":847,"height":12}},{"id":"e10c2992-8594-4084-9f5a-1749a4a299ff","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":100,"box":{"x":89,"y":248,"width":876,"height":12}},{"id":"5a6fd6f1-42df-4b1f-b982-4855a6fa9e9c","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":100,"box":{"x":89,"y":263,"width":878,"height":12}},{"id":"6aaebd31-ac8c-4ba9-8418-14d78ed053ab","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":100,"box":{"x":88,"y":278,"width":874,"height":13}},{"id":"dcee43b9-6a6f-4daf-8337-f45e7521775d","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":100,"box":{"x":88,"y":293,"width":850,"height":13}},{"id":"95905555-3604-46e2-90c8-e62efaa606bb","block_type":"box","text":"settlement date. Information concerning the Funds’ current procedures for collateralization of missing Deposit Securities is","page_number":100,"box":{"x":89,"y":308,"width":859,"height":13}},{"id":"5992a568-0955-4a3e-b57f-f9874e21ae3f","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":100,"box":{"x":89,"y":324,"width":851,"height":12}},{"id":"a5c2724e-99ee-4636-8879-914834d58532","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":100,"box":{"x":89,"y":339,"width":865,"height":12}},{"id":"625f3f01-08ae-4d23-94bf-07addf22b131","block_type":"box","text":"Funds of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":100,"box":{"x":89,"y":354,"width":875,"height":12}},{"id":"d9058156-ad9a-482e-8b8b-522cad0188ab","block_type":"box","text":"and other charges.","page_number":100,"box":{"x":89,"y":369,"width":130,"height":12}},{"id":"e4f28f03-0218-42e0-85fa-47363db34ef9","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":100,"box":{"x":89,"y":395,"width":809,"height":13}},{"id":"31e2e0c7-03ff-45b7-8f63-3352378a8d5d","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":100,"box":{"x":89,"y":410,"width":811,"height":13}},{"id":"50eb5b27-e603-4275-811c-80ab18a4d9ad","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":100,"box":{"x":88,"y":426,"width":869,"height":12}},{"id":"854d41ab-b7c9-4bc2-a2c7-65e7f9908f59","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":100,"box":{"x":88,"y":441,"width":876,"height":12}},{"id":"7f3225c8-f5f5-44e4-988d-6b519847c582","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":100,"box":{"x":89,"y":456,"width":837,"height":12}},{"id":"e2661bff-233e-4f22-9ecf-201208ef7049","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":100,"box":{"x":89,"y":482,"width":325,"height":10}},{"id":"e5a3c095-ae6e-404a-ba43-561a0df4f976","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":100,"box":{"x":426,"y":482,"width":505,"height":13}},{"id":"bb345b7c-6a45-4035-9853-abd86a1b9f28","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. Under an ETF Services Agreement, the Fund has","page_number":100,"box":{"x":89,"y":497,"width":834,"height":13}},{"id":"7f414ffa-9c42-47c6-84b9-a6dff9c00feb","block_type":"box","text":"retained BRIL, an affiliate of BFA, to perform the ETF Services. BRIL will receive from an Authorized Participant a standard","page_number":100,"box":{"x":89,"y":513,"width":842,"height":12}},{"id":"c7e0c1f7-59fb-47a1-af39-0387d07ae856","block_type":"box","text":"transaction fee on each creation order, which consists of (1) a fee for providing the ETF Services (the “ETF Servicing Fee”)","page_number":100,"box":{"x":88,"y":528,"width":849,"height":12}},{"id":"ae264344-59a5-4fc8-b019-46dc43d451b0","block_type":"box","text":"and (2) transfer, processing and other transaction costs charged by the Funds custodian in connection with the issuance of","page_number":100,"box":{"x":89,"y":543,"width":864,"height":12}},{"id":"39583113-ffae-4178-9519-7beca586d4f7","block_type":"box","text":"Creation Units for such creation order (“Custody Transaction Costs”). BRIL is entitled to retain the ETF Servicing Fee pursuant","page_number":100,"box":{"x":89,"y":558,"width":876,"height":12}},{"id":"368bf2ed-c4f0-4517-8a6e-727dfa88013a","block_type":"box","text":"to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs to the applicable Fund custodian","page_number":100,"box":{"x":88,"y":573,"width":840,"height":12}},{"id":"aa7419d7-12f3-4601-9a28-4cdc680fd0c0","block_type":"box","text":"according to the amounts invoiced by such custodian.","page_number":100,"box":{"x":89,"y":588,"width":378,"height":12}},{"id":"95f1c81f-3c96-4596-9794-9263b7019864","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":100,"box":{"x":88,"y":615,"width":862,"height":12}},{"id":"b2de9b0f-6018-42c7-bf39-5c3714fe0d9f","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":100,"box":{"x":88,"y":630,"width":879,"height":12}},{"id":"8e1a57d7-471d-47e4-9f67-be5ad530c026","block_type":"box","text":"instruments included in each Fund’s Creation Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":100,"box":{"x":89,"y":645,"width":859,"height":12}},{"id":"57da39f8-9ce1-410b-ae16-19f397d28583","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":100,"box":{"x":89,"y":660,"width":874,"height":12}},{"id":"d70100b2-5542-49f6-a2bb-ea9d0a734e89","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":100,"box":{"x":89,"y":675,"width":877,"height":12}},{"id":"064672eb-1960-41eb-8080-18e9b589778a","block_type":"box","text":"Unit. The following table sets forth, for each Fund, either the actual creation transaction fee that was charged on November","page_number":100,"box":{"x":89,"y":690,"width":863,"height":13}},{"id":"05983a2e-a9a4-404a-a91c-25783f83137e","block_type":"box","text":"10, 2025 or an estimate of the creation transaction fee that would have been charged if the Funds had issued a Creation Unit","page_number":100,"box":{"x":90,"y":705,"width":871,"height":13}},{"id":"385359b8-41ed-49b0-99e6-973b14615499","block_type":"box","text":"on that date. The actual fee charged to an Authorized Participant in connection with a creation order will vary over time","page_number":100,"box":{"x":89,"y":720,"width":835,"height":13}},{"id":"df038642-6e9c-47da-bcad-d3afb78bc023","block_type":"box","text":"depending on the factors discussed above, and may be higher than the fee set forth below.","page_number":100,"box":{"x":89,"y":736,"width":634,"height":12}},{"id":"622fea40-9403-4c47-bc18-100b08c26efb","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":100,"box":{"x":89,"y":762,"width":869,"height":12}},{"id":"dfa530e3-e911-405f-ad80-f3e2dd50e0ac","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":100,"box":{"x":89,"y":777,"width":845,"height":12}},{"id":"8f1ade67-87a2-4d73-ad01-0081214d7ccd","block_type":"box","text":"shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the execution of","page_number":100,"box":{"x":89,"y":792,"width":864,"height":13}},{"id":"5d6a1365-bec2-4c6f-94a8-d4b33ffb641f","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":100,"box":{"x":88,"y":807,"width":845,"height":13}},{"id":"6a94eb0f-6636-45ca-b696-5176aea406fc","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":100,"box":{"x":89,"y":822,"width":853,"height":13}},{"id":"189a26a2-0158-4ff9-8b93-a7e092099730","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":100,"box":{"x":88,"y":838,"width":836,"height":12}},{"id":"71874fae-23ca-4c22-9f8e-33bc706dc2e5","block_type":"box","text":"identical securities to the securities identified by BlackRock in estimating these transaction and other costs and expenses. In","page_number":100,"box":{"x":89,"y":853,"width":866,"height":12}},{"id":"310833f9-9137-4ec3-801e-0e618202e4de","block_type":"box","text":"86","page_number":100,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d88e2e22-ba2b-4ebc-ac1a-4304a858a772","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":101,"box":{"x":89,"y":44,"width":834,"height":12}},{"id":"45ff7127-cda4-490d-846a-95a7c1431d1d","block_type":"box","text":"maximum amounts shown below.","page_number":101,"box":{"x":89,"y":59,"width":237,"height":10}},{"id":"99d2aca6-765f-466f-8adb-421208d833e5","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Funds. Certain fees/costs","page_number":101,"box":{"x":88,"y":85,"width":817,"height":13}},{"id":"a3e505cc-9d80-4410-995a-2d03206e8f03","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":101,"box":{"x":89,"y":101,"width":866,"height":12}},{"id":"c392cc27-8c9e-4522-b003-e9f66f05c740","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":101,"box":{"x":89,"y":116,"width":636,"height":12}},{"id":"a8c73afe-6c16-496c-aebd-5ce7e3b0752b","block_type":"box","text":"The following table sets forth each Fund’s estimated creation transaction fee based on data as of November 10, 2025 and","page_number":101,"box":{"x":88,"y":142,"width":850,"height":12}},{"id":"f36fd72f-2152-458f-815d-9b346d243514","block_type":"box","text":"maximum additional charge (as described above):","page_number":101,"box":{"x":89,"y":157,"width":350,"height":13}},{"id":"309d07b6-2cd3-49e3-a662-2e1ce011e456","block_type":"box","text":"Fund","page_number":101,"box":{"x":89,"y":197,"width":27,"height":8}},{"id":"7882a4eb-4b90-4cfe-bad5-4619f731d950","block_type":"box","text":"Standard Creation","page_number":101,"box":{"x":665,"y":187,"width":103,"height":8}},{"id":"d69b6b28-c17c-4996-9b88-2c7b04fe888c","block_type":"box","text":"Transaction Fee","page_number":101,"box":{"x":671,"y":197,"width":91,"height":8}},{"id":"6b4dcc78-17b0-4aa7-a542-30d7141f2558","block_type":"box","text":"Maximum Additional","page_number":101,"box":{"x":847,"y":187,"width":120,"height":8}},{"id":"9b803359-77a0-421b-ae48-05f4aa997a18","block_type":"box","text":"Charge*","page_number":101,"box":{"x":883,"y":197,"width":48,"height":10}},{"id":"abc705e8-a379-42c2-b7b9-e275b293458b","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S. ETF $151.25** 3.0%","page_number":101,"box":{"x":89,"y":219,"width":843,"height":12}},{"id":"873f14d9-b16b-44fc-a052-334135fa4e3b","block_type":"box","text":"iShares Currency Hedged MSCI EAFE ETF 301.25** 3.0%","page_number":101,"box":{"x":89,"y":234,"width":843,"height":12}},{"id":"4c4a9694-1db3-43bb-9328-1fed469f037f","block_type":"box","text":"iShares Currency Hedged MSCI EAFE Small-Cap ETF 151.25** 3.0%","page_number":101,"box":{"x":89,"y":249,"width":843,"height":13}},{"id":"d2695d49-4488-4179-8c44-81478658a736","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":101,"box":{"x":118,"y":289,"width":329,"height":10}},{"id":"e7c5dff0-7847-41f6-8363-840cf8d37a05","block_type":"box","text":"** Estimated fees.","page_number":101,"box":{"x":118,"y":304,"width":98,"height":8}},{"id":"6f24809b-c9c1-4201-bbee-24e9eed59b4e","block_type":"box","text":"Redemption of Creation Units.","page_number":101,"box":{"x":89,"y":327,"width":216,"height":13}},{"id":"c775bcff-62fd-4f42-b3ea-940dd41c0110","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":101,"box":{"x":88,"y":354,"width":836,"height":12}},{"id":"980f1e6b-581d-4a96-81a9-2b6689206d4d","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":101,"box":{"x":89,"y":369,"width":869,"height":12}},{"id":"3a68c3b3-99cd-4d7a-9882-ebf561c2089f","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":101,"box":{"x":89,"y":384,"width":873,"height":12}},{"id":"c040b6ae-23d6-4c2d-aa28-3d0c903babeb","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":101,"box":{"x":89,"y":399,"width":855,"height":13}},{"id":"0b41a32c-9d06-45a1-9599-5877714fb84a","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":101,"box":{"x":89,"y":414,"width":878,"height":13}},{"id":"21c3309e-4c81-4f57-b873-18a9964b5d0f","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":101,"box":{"x":89,"y":429,"width":649,"height":13}},{"id":"a2af6386-5e2d-4778-89b0-fea6e5db065c","block_type":"box","text":"The Fund generally redeems Creation Units for Fund Securities (as defined below). Please see the","page_number":101,"box":{"x":88,"y":456,"width":680,"height":12}},{"id":"8ddf0596-e7ad-4038-93ac-490d4316e71c","block_type":"box","text":"Cash Redemption Method","page_number":101,"box":{"x":773,"y":456,"width":183,"height":12}},{"id":"5b93a2cc-5173-4538-b488-8600dec27001","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming Creation","page_number":101,"box":{"x":89,"y":471,"width":864,"height":12}},{"id":"f6f45838-ecf8-4807-94fe-17cc942e3794","block_type":"box","text":"Units of the Funds.","page_number":101,"box":{"x":89,"y":486,"width":130,"height":10}},{"id":"2bccea2e-263a-427a-8e8a-1b5f48bf4b1f","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":101,"box":{"x":89,"y":513,"width":853,"height":12}},{"id":"eca4a9ce-5da1-45fa-b4a9-a2581ebb4b65","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":101,"box":{"x":89,"y":528,"width":849,"height":12}},{"id":"288d75cf-2f8e-48cd-832c-da44ebedd1d5","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":101,"box":{"x":88,"y":543,"width":841,"height":12}},{"id":"d016dfde-4fe1-4802-b836-92ea6dd5c605","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":101,"box":{"x":89,"y":558,"width":863,"height":12}},{"id":"e6274a89-608f-4b46-8bea-7b0dbaccf64d","block_type":"box","text":"next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash","page_number":101,"box":{"x":89,"y":573,"width":833,"height":12}},{"id":"4846041c-8fbc-4984-93d0-8c0284a70c07","block_type":"box","text":"Amount are subject to possible amendment or correction. Fund Securities received on redemption may not be identical to","page_number":101,"box":{"x":88,"y":588,"width":855,"height":12}},{"id":"6896c8da-7f6a-4ace-a3a8-252a4e4ef5cc","block_type":"box","text":"Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption","page_number":101,"box":{"x":89,"y":603,"width":843,"height":13}},{"id":"de246b45-07c7-4b0d-a972-57c6f7c616b3","block_type":"box","text":"transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":101,"box":{"x":88,"y":618,"width":738,"height":13}},{"id":"dcdd3216-1db4-4a54-b039-cccaccf325c3","block_type":"box","text":"Unless cash redemptions are available or specified for a Fund, the redemption proceeds for a Creation Unit generally consist","page_number":101,"box":{"x":89,"y":645,"width":866,"height":12}},{"id":"36f81b65-5282-4cd5-97ae-8362b46154f0","block_type":"box","text":"of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the NAV of the shares being","page_number":101,"box":{"x":89,"y":660,"width":861,"height":12}},{"id":"b9fabd06-6649-45ad-8e21-e3200f0726f0","block_type":"box","text":"redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less","page_number":101,"box":{"x":89,"y":675,"width":873,"height":12}},{"id":"829d8ae1-6a83-4839-aa4a-050aa6fc7fbc","block_type":"box","text":"a redemption transaction fee (as described below).","page_number":101,"box":{"x":89,"y":690,"width":355,"height":13}},{"id":"1330fdef-24c8-4930-ad71-fcddffc9f510","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":101,"box":{"x":88,"y":717,"width":874,"height":12}},{"id":"3402810c-e525-494e-8fa9-e91dff13b937","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":101,"box":{"x":89,"y":732,"width":825,"height":12}},{"id":"2c384943-5f34-430f-8014-794d01a4adbb","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":101,"box":{"x":88,"y":747,"width":823,"height":12}},{"id":"8fbd361a-a969-4d71-89ad-20d619e712a1","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":101,"box":{"x":89,"y":762,"width":863,"height":12}},{"id":"47ce8486-43ae-4e36-ba78-f728f14e0791","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":101,"box":{"x":88,"y":777,"width":880,"height":12}},{"id":"022fc574-9922-4f11-ac01-2d7b0b108684","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":101,"box":{"x":89,"y":792,"width":868,"height":13}},{"id":"4353a276-f104-4da1-b59b-c9fce0172fb5","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":101,"box":{"x":89,"y":807,"width":867,"height":13}},{"id":"fc9d1f7f-d10b-40c9-8ab9-48ea28fb2dcb","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":101,"box":{"x":89,"y":822,"width":855,"height":13}},{"id":"334580ad-11e9-4859-ba5d-aa5a184e2f9f","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":101,"box":{"x":88,"y":838,"width":815,"height":12}},{"id":"b2e15fc7-7ba9-45b4-ad66-0335bf41db65","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":101,"box":{"x":89,"y":853,"width":874,"height":12}},{"id":"b8769d21-2117-46a5-afa2-a24f9ed5564a","block_type":"box","text":"87","page_number":101,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9fddd421-41a8-4b09-b133-9366176d440f","block_type":"box","text":"redeems Creation Units for Fund Securities, but each Fund reserves the right to utilize a cash option for redemption of","page_number":102,"box":{"x":89,"y":44,"width":825,"height":12}},{"id":"96f6220e-0fab-4da4-8fee-c8bba87abbec","block_type":"box","text":"Creation Units. Each Fund may, in its sole discretion, provide such redeeming Authorized Participant a portfolio of securities","page_number":102,"box":{"x":89,"y":59,"width":862,"height":12}},{"id":"d290ab51-93b5-4108-8363-c3ca9c95aed1","block_type":"box","text":"that differs from the exact composition of the Fund Securities, but does not differ in NAV. The Redemption Basket may also","page_number":102,"box":{"x":88,"y":74,"width":860,"height":12}},{"id":"9fc4ed36-c4d0-40a6-8eb7-3014cfa3fc06","block_type":"box","text":"be modified to minimize the Cash Component by redistributing the cash to the Fund Securities portion of the Redemption","page_number":102,"box":{"x":89,"y":89,"width":852,"height":13}},{"id":"5ab96bae-1ab8-4299-93cd-44e6ec44db8a","block_type":"box","text":"Basket through systematically rounding. The rounding methodology allows position sizes of securities in the Fund Securities","page_number":102,"box":{"x":89,"y":104,"width":869,"height":13}},{"id":"fa3fb41f-5a9c-422d-9672-4c8da5935137","block_type":"box","text":"to be “rounded up,” while limiting the maximum allowed percentage change in weight and share quantity of any given","page_number":102,"box":{"x":88,"y":119,"width":830,"height":13}},{"id":"1b062f27-8557-46b6-82ae-10dc54306def","block_type":"box","text":"security in the Redemption Basket. Redemption Baskets may also be modified to position a fund towards a forward index","page_number":102,"box":{"x":89,"y":135,"width":846,"height":12}},{"id":"5e05ee42-7796-4c14-8a3d-c6eeeaac1b08","block_type":"box","text":"rebalance to reflect revisions that account for index additions, deletions, and re-weights.","page_number":102,"box":{"x":89,"y":150,"width":617,"height":12}},{"id":"101b1888-838c-4df1-882d-1a1e07fe5aa8","block_type":"box","text":"Cash Redemption Method.","page_number":102,"box":{"x":89,"y":176,"width":191,"height":13}},{"id":"7ed89a06-de5e-4dd4-8b20-6ef277a1a4be","block_type":"box","text":"Although the Trust does not generally permit partial or full cash redemptions of Creation Units","page_number":102,"box":{"x":293,"y":176,"width":661,"height":13}},{"id":"7036ea83-24f2-402e-9c3b-9f48677d5bd4","block_type":"box","text":"of its funds, when partial or full cash redemptions of Creation Units are available or specified for the Fund, they will be","page_number":102,"box":{"x":89,"y":191,"width":823,"height":13}},{"id":"397334db-43b3-4e8c-bea0-3102e518b24b","block_type":"box","text":"effected in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the","page_number":102,"box":{"x":89,"y":206,"width":845,"height":13}},{"id":"91d5c7b0-f066-4b52-9db9-050f6a63837c","block_type":"box","text":"Authorized Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind","page_number":102,"box":{"x":88,"y":222,"width":837,"height":12}},{"id":"63a4031a-396e-4c98-8821-00d6553e573d","block_type":"box","text":"redemption, plus the same Cash Amount to be paid to an in-kind redeemer.","page_number":102,"box":{"x":89,"y":237,"width":528,"height":12}},{"id":"57553f06-0509-49c8-8b82-a97ccf581ee7","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":102,"box":{"x":89,"y":263,"width":351,"height":12}},{"id":"026ea387-e63b-4cf0-aef6-eecf4880c5b0","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the","page_number":102,"box":{"x":88,"y":290,"width":866,"height":12}},{"id":"aa17e331-5fff-4b34-a351-512794ad624a","block_type":"box","text":"relevant Fund. Under an ETF Services Agreement, the Fund has retained BRIL, an affiliate of BFA, to perform the ETF Services.","page_number":102,"box":{"x":89,"y":305,"width":873,"height":12}},{"id":"87e17cd0-b87d-425f-a304-53a80aef2fdc","block_type":"box","text":"BRIL will receive from an Authorized Participant a standard transaction fee on each creation order, which consists of (1) a fee","page_number":102,"box":{"x":89,"y":320,"width":873,"height":12}},{"id":"406bc282-930f-4fb7-acf1-fe70cf0b6bf7","block_type":"box","text":"for providing the ETF Services (the “ETF Servicing Fee”) and (2) transfer, processing and other transaction costs charged by","page_number":102,"box":{"x":88,"y":335,"width":863,"height":12}},{"id":"5aa716ca-f88d-46c2-8277-0542051cb4db","block_type":"box","text":"the Funds custodian in connection with the issuance of Creation Units for such creation order (“Custody Transaction Costs”).","page_number":102,"box":{"x":88,"y":350,"width":878,"height":12}},{"id":"0cd35547-b999-4133-b441-2cc30e4c8cf0","block_type":"box","text":"BRIL is entitled to retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any Custody","page_number":102,"box":{"x":89,"y":365,"width":867,"height":12}},{"id":"fb831a38-7492-4ab4-8f74-0d5f0172d19d","block_type":"box","text":"Transaction Costs to the applicable Fund custodian according to the amounts invoiced by such custodian.","page_number":102,"box":{"x":88,"y":380,"width":743,"height":13}},{"id":"89808f44-2e50-41e9-98ae-8dfce92e996f","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":102,"box":{"x":88,"y":407,"width":862,"height":12}},{"id":"5d81bb3a-ce08-45df-9278-f3aaa60b1720","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":102,"box":{"x":88,"y":422,"width":879,"height":12}},{"id":"f11874b9-b962-4607-b8df-e46ea4cd64b9","block_type":"box","text":"instruments included in each Fund’s Creation Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":102,"box":{"x":89,"y":437,"width":859,"height":12}},{"id":"c4c39ad3-810e-4ce2-8ad7-1baa8b90b3fb","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":102,"box":{"x":89,"y":452,"width":874,"height":12}},{"id":"9ac34a00-85eb-43c1-bebd-750f830b3cee","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":102,"box":{"x":89,"y":467,"width":877,"height":13}},{"id":"1df5ccde-1b53-44e8-9440-775aa6777ae2","block_type":"box","text":"Unit. The following table sets forth, for each Fund, either the actual creation transaction fee that was charged on November","page_number":102,"box":{"x":89,"y":482,"width":863,"height":13}},{"id":"fc528a02-dc54-46a7-8791-e00300c3943a","block_type":"box","text":"10, 2025 or an estimate of the creation transaction fee that would have been charged if the Funds had issued a Creation Unit","page_number":102,"box":{"x":90,"y":497,"width":871,"height":13}},{"id":"2e66d69b-6b2e-47c1-8c1c-d483aa92f496","block_type":"box","text":"on that date. The actual fee charged to an Authorized Participant in connection with a creation order will vary over time","page_number":102,"box":{"x":89,"y":513,"width":835,"height":12}},{"id":"84f087f1-ac26-43da-848f-69f4c5b43b0e","block_type":"box","text":"depending on the factors discussed above, and may be higher than the fee set forth below.","page_number":102,"box":{"x":89,"y":528,"width":634,"height":12}},{"id":"35c60118-117b-45a5-a9ae-f7955fc8f69f","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a redemption","page_number":102,"box":{"x":89,"y":554,"width":810,"height":12}},{"id":"c1c4ef7b-4ebd-44d7-884d-b80dae7ac4ff","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":102,"box":{"x":88,"y":569,"width":869,"height":13}},{"id":"e9e822c3-0ae3-45ce-8781-2e6377ca25c5","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":102,"box":{"x":89,"y":584,"width":831,"height":13}},{"id":"4ed0fdbe-085d-41e5-9847-018a5fac63ce","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":102,"box":{"x":89,"y":599,"width":853,"height":13}},{"id":"240bc26b-75df-4f43-acd0-0ed94b20f3c2","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":102,"box":{"x":88,"y":615,"width":873,"height":12}},{"id":"fce1e273-1e71-4126-869c-9f614c99d29a","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":102,"box":{"x":89,"y":630,"width":859,"height":12}},{"id":"15cba2d6-2e2e-43a6-8e54-d0121e55992f","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":102,"box":{"x":88,"y":645,"width":817,"height":12}},{"id":"f7b8219e-d450-49d9-8e67-16bcaa4396cd","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":102,"box":{"x":89,"y":660,"width":824,"height":12}},{"id":"daf57c92-1724-4555-8da6-39548bb65b49","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":102,"box":{"x":89,"y":675,"width":338,"height":12}},{"id":"f27f1099-7361-4c83-98ad-2535d7bcb9a9","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":102,"box":{"x":88,"y":702,"width":850,"height":12}},{"id":"8f34bd38-5bf7-46d0-bd32-bf49444cb877","block_type":"box","text":"order. Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who","page_number":102,"box":{"x":89,"y":717,"width":852,"height":12}},{"id":"33b94c25-c3c2-4fec-9ca5-a9775ee2fb8f","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":102,"box":{"x":89,"y":732,"width":870,"height":12}},{"id":"96189cd6-aaa0-438b-9f35-0eb632dbf942","block_type":"box","text":"The following table sets forth each Fund’s estimated redemption transaction fee based on data as of November 10, 2025 and","page_number":102,"box":{"x":88,"y":758,"width":874,"height":13}},{"id":"a613983d-4d2d-4bdf-abfd-7201ce280d0d","block_type":"box","text":"maximum additional charge (as described above):","page_number":102,"box":{"x":89,"y":773,"width":350,"height":13}},{"id":"225f5a49-ed01-4d25-b255-66cb7e36b29a","block_type":"box","text":"Fund","page_number":102,"box":{"x":89,"y":813,"width":27,"height":8}},{"id":"ccd79f2f-a1ff-484b-bc50-4b18bee3862d","block_type":"box","text":"Standard Redemption","page_number":102,"box":{"x":643,"y":803,"width":125,"height":10}},{"id":"8092bab8-7e90-468a-934d-15b55df28592","block_type":"box","text":"Transaction Fee","page_number":102,"box":{"x":660,"y":814,"width":91,"height":7}},{"id":"495c675e-ba9e-4811-a127-49df5b850296","block_type":"box","text":"Maximum Additional","page_number":102,"box":{"x":847,"y":803,"width":120,"height":8}},{"id":"05d43f59-aa4d-45ca-a539-46201a85b137","block_type":"box","text":"Charge*","page_number":102,"box":{"x":883,"y":813,"width":48,"height":10}},{"id":"cb38d300-0956-44b1-87ff-d230448e0f93","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S. ETF $151.25** 2.0%","page_number":102,"box":{"x":89,"y":835,"width":843,"height":12}},{"id":"69ef5bcd-1bb9-43ec-99c2-6b4d49551271","block_type":"box","text":"iShares Currency Hedged MSCI EAFE ETF 301.25** 2.0%","page_number":102,"box":{"x":89,"y":850,"width":843,"height":13}},{"id":"3d31819f-b344-4f36-b4f0-4c06a3c70e49","block_type":"box","text":"88","page_number":102,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"eacef450-9f85-4dcf-b6de-d6c4513593ed","block_type":"box","text":"Fund","page_number":103,"box":{"x":89,"y":55,"width":27,"height":7}},{"id":"32fb141b-bde2-4fed-a5d7-b3d8e6621f6f","block_type":"box","text":"Standard Redemption","page_number":103,"box":{"x":643,"y":45,"width":125,"height":9}},{"id":"e3548b83-e780-4267-ae8b-5de828c80d7e","block_type":"box","text":"Transaction Fee","page_number":103,"box":{"x":660,"y":55,"width":91,"height":7}},{"id":"65bf4883-8a36-43b7-93e0-b22f99fd7674","block_type":"box","text":"Maximum Additional","page_number":103,"box":{"x":847,"y":45,"width":120,"height":7}},{"id":"85185d57-9173-4531-8d90-ce992680908b","block_type":"box","text":"Charge*","page_number":103,"box":{"x":883,"y":55,"width":48,"height":9}},{"id":"eef54d07-3c4a-403a-960c-35bea2f15d04","block_type":"box","text":"iShares Currency Hedged MSCI EAFE Small-Cap ETF 151.25** 2.0%","page_number":103,"box":{"x":89,"y":77,"width":843,"height":12}},{"id":"b6544fe9-55b3-437b-a7e7-ecb86dc98d77","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee.","page_number":103,"box":{"x":118,"y":116,"width":628,"height":10}},{"id":"4e388c29-a991-4ae3-b912-407fe6b20068","block_type":"box","text":"** Estimated fees.","page_number":103,"box":{"x":118,"y":131,"width":98,"height":8}},{"id":"ee1f66b8-b4aa-4c28-9239-74e97b2e3d50","block_type":"box","text":"Placement of Redemption Orders.","page_number":103,"box":{"x":89,"y":155,"width":243,"height":12}},{"id":"740d09ff-b715-433a-9936-dfe4ac262bf2","block_type":"box","text":"Redemption requests for Creation Units of the Fund must be submitted to the Distributor","page_number":103,"box":{"x":342,"y":155,"width":623,"height":12}},{"id":"932910dd-9ba4-497c-b9a6-6d7586990d16","block_type":"box","text":"or its agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem","page_number":103,"box":{"x":89,"y":170,"width":877,"height":12}},{"id":"5e8249d8-9880-456a-aebc-9cac8a25da8a","block_type":"box","text":"shares of the Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. On days","page_number":103,"box":{"x":89,"y":185,"width":860,"height":12}},{"id":"3580a456-0907-44d5-8ba5-259c38b24ace","block_type":"box","text":"when the Listing Exchange closes earlier than normal, a Fund may require orders to redeem Creation Units to be placed","page_number":103,"box":{"x":88,"y":200,"width":836,"height":12}},{"id":"a011d41d-79ab-48d6-bdfd-154cf5e3975a","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":103,"box":{"x":89,"y":215,"width":842,"height":13}},{"id":"59c8e2a5-cad8-4a51-b552-6612229e8d59","block_type":"box","text":"request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized","page_number":103,"box":{"x":89,"y":230,"width":851,"height":13}},{"id":"976d2ebd-f687-4687-b4d9-7a27e6349df3","block_type":"box","text":"Participants upon request.","page_number":103,"box":{"x":89,"y":246,"width":182,"height":12}},{"id":"eca47dc2-40b1-4216-bf0e-a752cec1d8b5","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":103,"box":{"x":88,"y":272,"width":867,"height":12}},{"id":"e8dbfc28-b598-467a-8840-005b8c685d54","block_type":"box","text":"its agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that","page_number":103,"box":{"x":89,"y":287,"width":854,"height":12}},{"id":"e0563e10-6a69-413c-8197-3af857a71d97","block_type":"box","text":"their particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":103,"box":{"x":88,"y":302,"width":862,"height":12}},{"id":"c78ee921-8782-4236-b477-3edffa7bd103","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":103,"box":{"x":89,"y":317,"width":823,"height":13}},{"id":"6a49dff7-203a-4da3-a4b7-dfb1297d48e3","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":103,"box":{"x":88,"y":332,"width":861,"height":13}},{"id":"755e7dad-dcba-4b08-80d8-8d5442260446","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":103,"box":{"x":88,"y":348,"width":877,"height":12}},{"id":"8d38b542-e2fe-4139-8185-8158e6d0df40","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":103,"box":{"x":89,"y":363,"width":857,"height":12}},{"id":"31a6ef49-330c-42b9-9e80-02449aa049e1","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to the Fund’s transfer agent; such","page_number":103,"box":{"x":89,"y":378,"width":857,"height":12}},{"id":"1590e229-d84b-4981-a249-bd6acee0def6","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":103,"box":{"x":89,"y":393,"width":842,"height":12}},{"id":"6eafe8fb-eaae-426b-91f9-9cdad2bb519c","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":103,"box":{"x":89,"y":408,"width":585,"height":12}},{"id":"d2ef4f41-8e5f-4bfa-af76-990ffc107162","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":103,"box":{"x":88,"y":434,"width":850,"height":13}},{"id":"f097639a-0763-4ece-804e-57e67b05ecfd","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":103,"box":{"x":88,"y":450,"width":829,"height":12}},{"id":"398ddf50-1aea-4762-a3e0-e44ae597b3bd","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":103,"box":{"x":89,"y":465,"width":833,"height":12}},{"id":"a4e0b1e0-3860-453d-bf45-e17c8f7472df","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":103,"box":{"x":89,"y":480,"width":866,"height":12}},{"id":"b9276a3b-f6b1-40ef-a030-5edd41a58513","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":103,"box":{"x":89,"y":495,"width":848,"height":12}},{"id":"49256406-f891-424a-90e1-11ceef98e1e5","block_type":"box","text":"forth in the Authorized Participant Agreement are properly followed.","page_number":103,"box":{"x":88,"y":510,"width":477,"height":12}},{"id":"a4fbada0-b364-40dc-be10-722c23bc882c","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":103,"box":{"x":89,"y":536,"width":843,"height":13}},{"id":"8ca288db-0899-4bfc-a2a7-b905d17f01da","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":103,"box":{"x":89,"y":552,"width":850,"height":12}},{"id":"585570e2-144b-4eea-b499-6b2b2001b69d","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":103,"box":{"x":89,"y":567,"width":876,"height":12}},{"id":"7bfcf56c-3192-4fbd-a538-9ccbe2e01357","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":103,"box":{"x":88,"y":582,"width":869,"height":12}},{"id":"af97dbea-672d-462b-afaf-086336f69e36","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":103,"box":{"x":89,"y":597,"width":831,"height":12}},{"id":"5c349107-a931-40f9-9c00-230639865d50","block_type":"box","text":"Participant submitting the redemption request.","page_number":103,"box":{"x":89,"y":612,"width":327,"height":12}},{"id":"ff436d18-254e-443e-ad6f-4c676a5d4548","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":103,"box":{"x":88,"y":639,"width":854,"height":12}},{"id":"bc44f3fa-670b-42ef-b789-4412e1008e96","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":103,"box":{"x":89,"y":654,"width":837,"height":12}},{"id":"d7fc73bf-9d3d-4c43-9422-1d39ce4c9c4c","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":103,"box":{"x":88,"y":669,"width":836,"height":12}},{"id":"6278fe5b-f2cb-40d7-bad2-00d0ee6a0b9d","block_type":"box","text":"Deliveries of redemption proceeds are generally made within one Business Day (i.e., “T+1”). However, each Fund reserves the","page_number":103,"box":{"x":89,"y":695,"width":873,"height":13}},{"id":"6f3bb7a4-8f36-4971-94cf-55204c617121","block_type":"box","text":"right to settle deliveries of redemption proceeds on a different basis, if necessary or appropriate under the circumstances and","page_number":103,"box":{"x":89,"y":710,"width":875,"height":13}},{"id":"6fb49ded-d645-4ab0-b9df-baa03033352d","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":103,"box":{"x":89,"y":725,"width":857,"height":13}},{"id":"c724adea-7bac-4620-95e4-f4ea1562cd03","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":103,"box":{"x":89,"y":741,"width":853,"height":12}},{"id":"b3aed8e5-8d52-4373-887f-60f8c1f14d27","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":103,"box":{"x":89,"y":756,"width":851,"height":12}},{"id":"b8ab0e47-d02e-4fd9-95d4-42762da65c24","block_type":"box","text":"If neither the Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has","page_number":103,"box":{"x":89,"y":782,"width":826,"height":12}},{"id":"ee64ee8f-4572-4688-8ac1-3ec9d84523ae","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":103,"box":{"x":89,"y":797,"width":856,"height":13}},{"id":"94d61c27-60ce-47f3-bc6e-02467310cd86","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":103,"box":{"x":89,"y":812,"width":877,"height":13}},{"id":"88ef4874-313e-4be8-92cb-dd7506b3f7af","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":103,"box":{"x":89,"y":828,"width":824,"height":12}},{"id":"9516eb67-e5ea-4936-937a-5437acd30b25","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":103,"box":{"x":89,"y":843,"width":868,"height":12}},{"id":"4f18bf8d-3672-4f04-b8e5-b1ac77ab69e5","block_type":"box","text":"based on the NAV of the Fund next determined after the redemption request is received in proper form (minus a redemption","page_number":103,"box":{"x":89,"y":858,"width":869,"height":12}},{"id":"e952988c-1a32-4add-86b2-c110e44ef635","block_type":"box","text":"89","page_number":103,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"eee0b5a7-e0ad-4e9b-9210-bdac5a742801","block_type":"box","text":"transaction fee and additional charges specified above to offset the Fund’s brokerage and other transaction costs associated","page_number":104,"box":{"x":88,"y":44,"width":870,"height":12}},{"id":"fe38369f-c1a0-4a74-8829-461b211ccbe6","block_type":"box","text":"with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with","page_number":104,"box":{"x":88,"y":59,"width":822,"height":12}},{"id":"d45decf9-f373-470e-bfad-e48a70fb2d89","block_type":"box","text":"applicable U.S. federal and state securities laws and each Fund (whether or not it otherwise permits cash redemptions)","page_number":104,"box":{"x":89,"y":74,"width":831,"height":12}},{"id":"04e25e73-9328-4a3e-92ee-bb88ab4f239f","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":104,"box":{"x":89,"y":89,"width":812,"height":13}},{"id":"e2da34a5-70e5-4a0e-9660-af17dbd9c7f7","block_type":"box","text":"Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws.","page_number":104,"box":{"x":88,"y":104,"width":746,"height":13}},{"id":"c8a1c364-97c6-4f8c-ab50-d6713b5cce8e","block_type":"box","text":"Although the Trust does not ordinarily permit cash redemptions of Creation Units, in the event that cash redemptions are","page_number":104,"box":{"x":88,"y":131,"width":849,"height":12}},{"id":"d7f6a3d7-b489-48f7-8437-0afbd26fcbef","block_type":"box","text":"permitted or required by the Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as","page_number":104,"box":{"x":89,"y":146,"width":804,"height":12}},{"id":"d95a1f43-d156-4c1b-8a9d-c32cd59f86d2","block_type":"box","text":"practicable after the date of redemption (within seven calendar days thereafter). If a Fund includes a foreign investment in its","page_number":104,"box":{"x":89,"y":161,"width":874,"height":12}},{"id":"ae1e265d-8378-4932-baea-54c1910100bb","block_type":"box","text":"basket, and if a local market holiday, or series of consecutive holidays, or the extended delivery cycles for transferring foreign","page_number":104,"box":{"x":89,"y":176,"width":870,"height":13}},{"id":"4017348e-e762-4bfb-8e82-65381389b961","block_type":"box","text":"investments to redeeming Authorized Participants prevents timely delivery of the foreign investment in response to a","page_number":104,"box":{"x":89,"y":191,"width":816,"height":13}},{"id":"09d89b16-e537-4f5d-b0dd-3af219628d6d","block_type":"box","text":"redemption request, a Fund may delay delivery of the foreign investment more than seven days if a Fund delivers the foreign","page_number":104,"box":{"x":89,"y":206,"width":867,"height":13}},{"id":"1bfe1770-884a-473b-86d3-fd8457828241","block_type":"box","text":"investment as soon as practicable, but in no event later than 15 days.","page_number":104,"box":{"x":89,"y":222,"width":482,"height":12}},{"id":"395c22d6-c045-4c7f-ae2b-ccfdb9b5be7e","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":104,"box":{"x":88,"y":248,"width":825,"height":12}},{"id":"600132c8-77b7-46d4-b04e-58c4bb9137a4","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":104,"box":{"x":88,"y":263,"width":872,"height":12}},{"id":"e82750d5-b1b9-4006-b2d3-1a9ff86cc795","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":104,"box":{"x":89,"y":278,"width":868,"height":13}},{"id":"9f9d5e1f-3ea1-4f21-b5a8-00ba55958cbe","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":104,"box":{"x":89,"y":293,"width":863,"height":13}},{"id":"8886ec52-0fe0-44dc-bc94-47b95ffdc2ce","block_type":"box","text":"undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":104,"box":{"x":89,"y":308,"width":825,"height":13}},{"id":"7fb6be6e-94b2-4a3c-b7c4-e7e6ea64a01c","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":104,"box":{"x":89,"y":324,"width":851,"height":12}},{"id":"8db68107-8b10-46a7-aa83-784bfd2410b8","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":104,"box":{"x":89,"y":339,"width":875,"height":12}},{"id":"881d9829-2e3c-4ebd-9197-6f9c903bd779","block_type":"box","text":"after the date of submission of such redemption request and shall be held by Citibank and marked-to-market daily. The fees","page_number":104,"box":{"x":89,"y":354,"width":866,"height":12}},{"id":"3e2389d4-5253-4b99-a1a7-80292e0e95f3","block_type":"box","text":"of Citibank and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall be payable by","page_number":104,"box":{"x":89,"y":369,"width":872,"height":12}},{"id":"44f1d34d-fe6a-49af-a095-cca4c3f3e5d9","block_type":"box","text":"the Authorized Participant. The Authorized Participant Agreement permits the Funds to acquire shares of the Funds at any","page_number":104,"box":{"x":88,"y":384,"width":857,"height":12}},{"id":"b47c697a-689e-4ce6-be70-3ccbe9a338ac","block_type":"box","text":"time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the Funds of","page_number":104,"box":{"x":88,"y":399,"width":855,"height":13}},{"id":"5059e244-3ec6-4f4c-83c6-a70cfcbb1c5f","block_type":"box","text":"purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability for related","page_number":104,"box":{"x":89,"y":414,"width":860,"height":13}},{"id":"fbb89894-628e-4da3-8bdd-e45828ed3cdf","block_type":"box","text":"brokerage and other charges.","page_number":104,"box":{"x":89,"y":429,"width":204,"height":13}},{"id":"f0b6298a-3d54-458b-992b-1f3e458dc67f","block_type":"box","text":"Because the portfolio securities of a Fund may trade on exchange(s) on days that the Listing Exchange is closed or are","page_number":104,"box":{"x":89,"y":456,"width":826,"height":12}},{"id":"dace4942-cd9b-4651-9706-e252676a95fa","block_type":"box","text":"otherwise not Business Days for such Fund, shareholders may not be able to redeem their shares of such Fund or purchase","page_number":104,"box":{"x":89,"y":471,"width":861,"height":12}},{"id":"b7a8615f-9948-4b5d-880f-5c3e5e9cba54","block_type":"box","text":"or sell shares of such Fund on the Listing Exchange on days when the NAV of such a Fund could be significantly affected by","page_number":104,"box":{"x":89,"y":486,"width":864,"height":12}},{"id":"c9c4ab3f-2b8c-46b2-a151-418670b6eaaf","block_type":"box","text":"events in the relevant non-U.S. markets.","page_number":104,"box":{"x":89,"y":501,"width":277,"height":10}},{"id":"5b834570-cd14-4e21-b801-2852f4e12bb7","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":104,"box":{"x":88,"y":528,"width":852,"height":12}},{"id":"c9b6442b-6422-4210-a483-8c2fd7e70868","block_type":"box","text":"during which the applicable Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any","page_number":104,"box":{"x":89,"y":543,"width":844,"height":12}},{"id":"275bf80e-4d3a-4a80-90a5-40405873b12c","block_type":"box","text":"period during which trading on the applicable Listing Exchange is suspended or restricted; (iii) for any period during which an","page_number":104,"box":{"x":89,"y":558,"width":878,"height":12}},{"id":"8da503a1-e43f-416e-b67c-99c49bbacdf3","block_type":"box","text":"emergency exists as a result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is","page_number":104,"box":{"x":89,"y":573,"width":859,"height":12}},{"id":"ead464cc-c1e8-467e-a9fb-7af68b59ff6e","block_type":"box","text":"not reasonably practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":104,"box":{"x":89,"y":588,"width":619,"height":12}},{"id":"9f769008-4014-4a4c-b29f-a206b37c93de","block_type":"box","text":"Custom Baskets.","page_number":104,"box":{"x":89,"y":615,"width":118,"height":9}},{"id":"87311602-a7e4-4d2f-9f00-7d474b3aa14e","block_type":"box","text":"Creation and Redemption baskets may differ and each Fund may accept “custom baskets.” A custom","page_number":104,"box":{"x":216,"y":615,"width":706,"height":12}},{"id":"7fa6ed4d-49a6-4292-8b05-a4198c258aeb","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":104,"box":{"x":89,"y":630,"width":868,"height":12}},{"id":"90106dc3-b8be-4536-b011-8368c95e5150","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":104,"box":{"x":89,"y":645,"width":873,"height":12}},{"id":"12ae791a-132a-4a0a-b635-8b61b6a44e76","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":104,"box":{"x":89,"y":660,"width":877,"height":12}},{"id":"f17f82d2-3e7a-4ec9-8ccc-795c86c42f4f","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":104,"box":{"x":89,"y":675,"width":865,"height":12}},{"id":"442b2c85-7db1-4735-be38-f54993b56058","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":104,"box":{"x":89,"y":690,"width":823,"height":13}},{"id":"d3fa0ab4-60f3-4158-850b-01acf4ed0c60","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":104,"box":{"x":89,"y":705,"width":859,"height":13}},{"id":"20b760ec-4c89-42c9-82c1-5b2b78e4df39","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":104,"box":{"x":89,"y":720,"width":871,"height":13}},{"id":"f02eb19d-d932-4a60-a353-37aa87aa8b11","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of a","page_number":104,"box":{"x":89,"y":736,"width":854,"height":12}},{"id":"eae44851-5c2c-4645-b3ae-1b064d064c51","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":104,"box":{"x":89,"y":751,"width":870,"height":12}},{"id":"becb4114-a28c-4f50-9f89-b8418d988eaa","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":104,"box":{"x":89,"y":766,"width":856,"height":12}},{"id":"afe62229-1c79-4ddc-86d2-aaee400f6288","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":104,"box":{"x":89,"y":781,"width":877,"height":12}},{"id":"6ef60489-322f-47ce-984c-39a698b5417d","block_type":"box","text":"process to oversee basket compliance for the Funds, as set forth in each Fund’s policies and procedures.","page_number":104,"box":{"x":89,"y":796,"width":728,"height":12}},{"id":"934bb112-d8b9-4408-84cd-1b64a1352496","block_type":"box","text":"90","page_number":104,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"63ee5d3c-9d2c-46e6-9427-709c42a2dc50","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":105,"box":{"x":88,"y":44,"width":418,"height":12}},{"id":"d3650b2e-7034-4e3c-bbf1-dc7584f616ac","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":105,"box":{"x":519,"y":44,"width":445,"height":12}},{"id":"c837be3e-f42a-4e18-87b4-b68c91be7127","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":105,"box":{"x":89,"y":59,"width":864,"height":12}},{"id":"a043b1fe-7ac4-4c6e-a81d-ea84cc2b52a7","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":105,"box":{"x":88,"y":74,"width":869,"height":12}},{"id":"59c3a313-5dd4-4b1b-aa08-8824a3206ae1","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":105,"box":{"x":89,"y":89,"width":870,"height":13}},{"id":"f8b54683-71cc-4dc3-a7c0-3e4e80df1530","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":105,"box":{"x":88,"y":104,"width":753,"height":13}},{"id":"f857b260-b421-42e6-bec2-4d09dc375113","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":105,"box":{"x":89,"y":131,"width":829,"height":12}},{"id":"138691af-338c-46ea-b5f2-5b60a3e1febf","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":105,"box":{"x":89,"y":146,"width":861,"height":12}},{"id":"fa1ca126-fd7f-4562-be8b-44f7ee2f4d51","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":105,"box":{"x":89,"y":161,"width":859,"height":12}},{"id":"d1f1de96-f407-4ac9-b607-10a78a12cc1f","block_type":"box","text":"assets.","page_number":105,"box":{"x":89,"y":177,"width":45,"height":9}},{"id":"e393b5f3-35fd-489a-a959-1e2d83b1e45c","block_type":"box","text":"91","page_number":105,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"ee075998-5722-4d12-bf64-e2eafcfd138f","block_type":"box","text":"Taxes","page_number":106,"box":{"x":88,"y":46,"width":94,"height":22}},{"id":"bc88a926-d266-4118-847c-be458f3d2eed","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":106,"box":{"x":88,"y":85,"width":878,"height":13}},{"id":"46fb7a5a-cb11-4d24-b392-0848f717371f","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":106,"box":{"x":89,"y":101,"width":847,"height":12}},{"id":"456ba851-55db-4b1d-9968-7ece640f8952","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":106,"box":{"x":88,"y":116,"width":867,"height":12}},{"id":"336bf3eb-99f7-4eed-a4bc-4c60fed96e83","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":106,"box":{"x":89,"y":131,"width":868,"height":12}},{"id":"3802b86f-5b8c-45bb-a137-81d92205d32b","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":106,"box":{"x":89,"y":146,"width":845,"height":12}},{"id":"af5c1d0d-d060-4aee-8fae-def1ab2a36d8","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":106,"box":{"x":89,"y":161,"width":846,"height":12}},{"id":"87842948-9fc1-4bd7-9325-aff5d390cfef","block_type":"box","text":"References to the Fund will also generally apply to the Underlying Fund as well.","page_number":106,"box":{"x":89,"y":176,"width":552,"height":13}},{"id":"9082c0af-6a48-45e9-a9d3-fa678736a91b","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":106,"box":{"x":89,"y":203,"width":338,"height":12}},{"id":"07efa33d-bc5f-4be7-a6f8-e5d8ce955277","block_type":"box","text":"Each Fund intends to qualify for treatment as a separate RIC under","page_number":106,"box":{"x":437,"y":203,"width":465,"height":12}},{"id":"6ca42591-26bb-494d-904f-76b61029fef0","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":106,"box":{"x":88,"y":218,"width":852,"height":12}},{"id":"89e9cde9-e8ed-4dc5-bbe7-b35f6ed354a2","block_type":"box","text":"90% of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and","page_number":106,"box":{"x":89,"y":233,"width":847,"height":12}},{"id":"d39c356d-e2fd-4046-b0fb-2a61c653da30","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":106,"box":{"x":89,"y":248,"width":858,"height":12}},{"id":"a38e881a-70be-4fd0-b540-e4c7d2b62f8a","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":106,"box":{"x":89,"y":263,"width":839,"height":12}},{"id":"0d03a961-4a65-4765-8a89-79db774237db","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":106,"box":{"x":89,"y":278,"width":878,"height":13}},{"id":"02aba7bc-dec4-4098-a909-517dcae841a2","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":106,"box":{"x":88,"y":293,"width":868,"height":13}},{"id":"e7fbd750-66f4-45e6-abcf-c36d7dbf545f","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":106,"box":{"x":89,"y":308,"width":502,"height":13}},{"id":"923ab1f2-da55-4417-a034-555544519102","block_type":"box","text":"i.e.,","page_number":106,"box":{"x":592,"y":309,"width":22,"height":11}},{"id":"1481ac58-dc46-48b8-9c3e-52b0b2696c7c","block_type":"box","text":"partnerships that are traded on an established","page_number":106,"box":{"x":620,"y":308,"width":322,"height":13}},{"id":"738b279b-a781-4807-bb9b-029bcc531b51","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":106,"box":{"x":89,"y":324,"width":857,"height":12}},{"id":"d2ec5bf6-88ba-4212-bbb0-633df036ce1f","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":106,"box":{"x":89,"y":339,"width":856,"height":12}},{"id":"a2026144-90ee-49e8-83b0-c6792dd8599a","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":106,"box":{"x":89,"y":354,"width":856,"height":12}},{"id":"f3e9f222-61be-4611-b294-f1a0ca66afc4","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":106,"box":{"x":89,"y":369,"width":879,"height":12}},{"id":"82af09f1-0ff2-44f6-af70-c64c2a0e1973","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":106,"box":{"x":89,"y":384,"width":853,"height":12}},{"id":"7ee92ad8-7715-4f6d-9f88-ac53d34537de","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":106,"box":{"x":89,"y":399,"width":868,"height":13}},{"id":"84e2cb90-122d-4d7f-9899-cdf7196e5db1","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":106,"box":{"x":88,"y":414,"width":852,"height":13}},{"id":"51aec420-2aed-4233-9587-bd930b885530","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":106,"box":{"x":89,"y":429,"width":865,"height":13}},{"id":"f504a998-14a2-4148-ad5b-1df2f5aba019","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":106,"box":{"x":89,"y":445,"width":875,"height":12}},{"id":"1b9fba92-4776-4c99-89af-f2ed290a7617","block_type":"box","text":"partnerships.","page_number":106,"box":{"x":89,"y":460,"width":90,"height":12}},{"id":"745c6a1d-a760-47da-9647-46c18441755a","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":106,"box":{"x":88,"y":486,"width":836,"height":12}},{"id":"c148b2e4-88fc-4bec-9952-658313694291","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":106,"box":{"x":89,"y":501,"width":858,"height":13}},{"id":"fc33fb29-5cc2-4faa-bfad-ba1064d782a6","block_type":"box","text":"year, a Fund fails one of these tests and does not timely cure the failure, the Fund will be taxed in the same manner as an","page_number":106,"box":{"x":88,"y":516,"width":844,"height":13}},{"id":"1062597d-40ba-4f7a-9126-278387a289b1","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by the Fund in computing its taxable income.","page_number":106,"box":{"x":89,"y":531,"width":876,"height":13}},{"id":"a505d499-032e-4f65-bd7b-59df5ebac407","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":106,"box":{"x":88,"y":558,"width":854,"height":12}},{"id":"60b0604e-d8a0-4d20-b58b-8019b654c247","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. A Fund’s investments in partnerships,","page_number":106,"box":{"x":88,"y":573,"width":871,"height":12}},{"id":"736a2c0e-e862-452c-823d-cd1de3076890","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":106,"box":{"x":89,"y":588,"width":856,"height":12}},{"id":"02dd6c1c-aed2-48bc-9e29-9dabbe31fdc4","block_type":"box","text":"franchise or withholding tax liabilities.","page_number":106,"box":{"x":88,"y":603,"width":265,"height":13}},{"id":"71484b7b-0d73-4a25-9c05-cc389d66dd24","block_type":"box","text":"Taxation of RICs.","page_number":106,"box":{"x":88,"y":630,"width":121,"height":10}},{"id":"82445a49-4bc7-414a-b777-8c23426ca159","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":106,"box":{"x":218,"y":630,"width":710,"height":12}},{"id":"83802eb3-99b9-46e1-b037-07a1b9cd7170","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":106,"box":{"x":89,"y":645,"width":871,"height":12}},{"id":"2e029c81-21b4-4c0c-8423-ea09032ff449","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":106,"box":{"x":88,"y":660,"width":871,"height":12}},{"id":"596fa122-0d83-47f6-b91a-47b6764fca75","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":106,"box":{"x":89,"y":675,"width":853,"height":12}},{"id":"30a0e4e8-db0c-4a69-8f3e-bd1256a1f16f","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":106,"box":{"x":89,"y":690,"width":847,"height":13}},{"id":"90472d29-4efa-4f39-801b-0e16643924a9","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":106,"box":{"x":88,"y":705,"width":863,"height":13}},{"id":"4c0249c8-8bc0-4b08-ada6-e0e56c0bd67f","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":106,"box":{"x":89,"y":720,"width":792,"height":13}},{"id":"733a62db-e03c-475e-bd42-b40cdf3b0608","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":106,"box":{"x":89,"y":736,"width":859,"height":12}},{"id":"18f2d54f-3fc9-40e2-97ef-aaddabfb6e6e","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":106,"box":{"x":89,"y":751,"width":849,"height":12}},{"id":"03768148-3f8a-48f6-97a8-8a1b44cf7408","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":106,"box":{"x":89,"y":766,"width":833,"height":12}},{"id":"ea1820a7-7e14-4f05-afc7-af3e1de5a0e1","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":106,"box":{"x":89,"y":781,"width":873,"height":12}},{"id":"a766c01c-779d-445d-b56f-a9193a928cdd","block_type":"box","text":"the dividends received deduction. Although each Fund intends to distribute substantially all of its net investment income and","page_number":106,"box":{"x":88,"y":796,"width":875,"height":12}},{"id":"8515e13d-b841-441c-877f-61b7ede5dda7","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":106,"box":{"x":89,"y":811,"width":869,"height":12}},{"id":"8047c8fa-fc91-4103-a53d-1853b538f071","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":106,"box":{"x":88,"y":826,"width":874,"height":13}},{"id":"fbb8a912-8929-4bf5-bfa6-3e9675a74fb4","block_type":"box","text":"92","page_number":106,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"046f7919-0eba-4340-ace1-1c1fed6fb715","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":107,"box":{"x":89,"y":44,"width":822,"height":12}},{"id":"bb1cab42-f9df-4d61-bd8e-a8679427a79b","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":107,"box":{"x":89,"y":59,"width":865,"height":12}},{"id":"81c8a1b9-7842-4e54-8697-ddbd8f295856","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":107,"box":{"x":89,"y":74,"width":877,"height":12}},{"id":"7d16b9c2-1084-4475-887c-8b9629bd72eb","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":107,"box":{"x":89,"y":89,"width":836,"height":13}},{"id":"f5452e54-44d6-4f53-b20c-7030c05328aa","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":107,"box":{"x":89,"y":104,"width":873,"height":13}},{"id":"065564e5-1ee2-497c-8084-9f7668a0347b","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":107,"box":{"x":89,"y":119,"width":840,"height":13}},{"id":"fa005e7a-4c1d-4bff-b838-ce75421e92c9","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":107,"box":{"x":89,"y":135,"width":774,"height":12}},{"id":"5ce51626-bd3a-41cd-96cd-823c89e4255c","block_type":"box","text":"Excise Tax.","page_number":107,"box":{"x":89,"y":162,"width":77,"height":9}},{"id":"16ea8c8c-af2d-4a56-bb2c-7ae7b9d24cd4","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":107,"box":{"x":175,"y":161,"width":716,"height":12}},{"id":"6beeb84d-393a-480c-9e75-750826deaa13","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":107,"box":{"x":89,"y":176,"width":867,"height":13}},{"id":"a46b9692-57aa-4d55-b470-6b03d577ef59","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":107,"box":{"x":89,"y":191,"width":870,"height":13}},{"id":"5ccbbd9c-fb00-44d4-af98-770e0e8a1b66","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":107,"box":{"x":89,"y":206,"width":847,"height":13}},{"id":"0e6d4c93-eb9b-47af-8f2c-8d007a31597f","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":107,"box":{"x":88,"y":222,"width":869,"height":12}},{"id":"9f520f91-83f6-43c1-b13d-15e4a6cb1d6f","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":107,"box":{"x":89,"y":237,"width":735,"height":12}},{"id":"630b9cfb-f523-4d44-a29f-c7c1eaf76a0d","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":107,"box":{"x":89,"y":263,"width":227,"height":12}},{"id":"89202383-7303-443a-bc93-319047413bfe","block_type":"box","text":"Net capital loss carryforwards may be applied against any net realized capital gains in each","page_number":107,"box":{"x":326,"y":263,"width":632,"height":12}},{"id":"ca87e98f-e5bc-4926-b6fe-fe0c19dd4930","block_type":"box","text":"succeeding year, until they have been reduced to zero.","page_number":107,"box":{"x":89,"y":278,"width":376,"height":13}},{"id":"f389fefa-5562-4fd3-9c42-a6af1c0e7b79","block_type":"box","text":"In the event that a Fund were to experience an ownership change as defined under the Internal Revenue Code, the loss","page_number":107,"box":{"x":89,"y":305,"width":831,"height":12}},{"id":"c8fd82f3-9ba9-438f-8867-0b64684cdf78","block_type":"box","text":"carryforwards and other favorable tax attributes of a Fund and the Underlying Fund, if any, may be subject to limitation.","page_number":107,"box":{"x":89,"y":320,"width":834,"height":12}},{"id":"45fd1d6a-c63e-4b52-8d0b-e1205c3edc0d","block_type":"box","text":"The Funds had net capital loss carryforwards as set forth in the table below as of July 31, 2025, the tax year-end for the","page_number":107,"box":{"x":88,"y":346,"width":830,"height":13}},{"id":"4143f366-ceae-4f74-a913-afe45ba4d9eb","block_type":"box","text":"Funds:","page_number":107,"box":{"x":89,"y":361,"width":45,"height":10}},{"id":"bb35ffc8-2610-4ce9-bce0-4405b2ddd404","block_type":"box","text":"Fund","page_number":107,"box":{"x":312,"y":411,"width":28,"height":8}},{"id":"46e2f8b8-fbcb-4623-a5e9-e99544e58ab9","block_type":"box","text":"Non-Expiring","page_number":107,"box":{"x":667,"y":391,"width":75,"height":10}},{"id":"1ae031fc-8847-4b3e-b578-772dad601d83","block_type":"box","text":"Capital Loss","page_number":107,"box":{"x":670,"y":401,"width":69,"height":10}},{"id":"3660297b-a155-44b8-8630-8ef33794ae97","block_type":"box","text":"Carryforward","page_number":107,"box":{"x":666,"y":411,"width":76,"height":10}},{"id":"dc7a16ac-5809-48b5-a966-5b7de42da64a","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex","page_number":107,"box":{"x":312,"y":433,"width":271,"height":13}},{"id":"f10547a5-2c53-4782-aa10-e21c4480671c","block_type":"box","text":"U.S. ETF","page_number":107,"box":{"x":328,"y":449,"width":54,"height":9}},{"id":"a993e282-e12b-4aca-9149-090dadae1e5a","block_type":"box","text":"$ 8,385,019","page_number":107,"box":{"x":654,"y":433,"width":90,"height":12}},{"id":"e6daa8cf-0928-41d9-aa43-56926b483520","block_type":"box","text":"iShares Currency Hedged MSCI EAFE","page_number":107,"box":{"x":312,"y":463,"width":248,"height":13}},{"id":"26e9d330-7b5a-4d65-aafa-da4474b2bee5","block_type":"box","text":"ETF","page_number":107,"box":{"x":328,"y":479,"width":24,"height":9}},{"id":"b029021d-a3ed-4bea-ad86-5a6f5df3e1cd","block_type":"box","text":"402,639,212","page_number":107,"box":{"x":662,"y":464,"width":82,"height":11}},{"id":"9870a353-c16c-473a-8a10-d9590debe43e","block_type":"box","text":"iShares Currency Hedged MSCI EAFE","page_number":107,"box":{"x":312,"y":494,"width":248,"height":12}},{"id":"d8dc0500-2072-4140-b3f6-8ebf92dc027e","block_type":"box","text":"Small-Cap ETF","page_number":107,"box":{"x":327,"y":509,"width":98,"height":12}},{"id":"699321a8-ce2a-410b-a528-34da46590442","block_type":"box","text":"10,610,973","page_number":107,"box":{"x":673,"y":494,"width":71,"height":11}},{"id":"8dce93f9-a815-4dff-af56-084f5dcbdb92","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":107,"box":{"x":88,"y":542,"width":216,"height":9}},{"id":"6098bd88-6c3c-4a4d-9fcf-940fbf5c1226","block_type":"box","text":"Dividends and other distributions by a Fund are generally treated under the Internal Revenue","page_number":107,"box":{"x":318,"y":542,"width":647,"height":12}},{"id":"f554ae00-4d90-4216-86e0-331f91b4dcca","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":107,"box":{"x":89,"y":557,"width":861,"height":12}},{"id":"60dbec4f-4fa9-47bb-9281-f84e3dfe1a9e","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":107,"box":{"x":89,"y":572,"width":834,"height":12}},{"id":"75a0ee65-73e4-47c7-b8b4-7cc2b8259654","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":107,"box":{"x":89,"y":587,"width":876,"height":12}},{"id":"f91bcaaf-d7fe-4e21-bef0-288909a756a7","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":107,"box":{"x":88,"y":602,"width":876,"height":12}},{"id":"9c2db21c-8604-4220-8506-d2ecfba129d7","block_type":"box","text":"during January of the following calendar year.","page_number":107,"box":{"x":89,"y":617,"width":316,"height":12}},{"id":"bb1f2c97-7548-424f-9222-d13924b968af","block_type":"box","text":"Each Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":107,"box":{"x":89,"y":644,"width":860,"height":12}},{"id":"1c5099ba-0041-44ae-ab07-80a2074a339b","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":107,"box":{"x":89,"y":659,"width":808,"height":12}},{"id":"7edd82df-4c9d-4d39-a183-8bf574f9d141","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":107,"box":{"x":89,"y":674,"width":870,"height":12}},{"id":"7986d18c-5d02-4902-ad36-72c7247733e4","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":107,"box":{"x":89,"y":689,"width":871,"height":12}},{"id":"bfbb57e8-adb9-4e6f-bbb6-15850d99794a","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":107,"box":{"x":89,"y":704,"width":872,"height":12}},{"id":"ccfd4b53-0e73-43de-9db3-168e424786a2","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":107,"box":{"x":88,"y":719,"width":864,"height":13}},{"id":"848822d5-e67f-4c60-964d-98c8033de053","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":107,"box":{"x":89,"y":734,"width":877,"height":13}},{"id":"8fb54aa1-80f4-41ed-a309-288f6246a811","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":107,"box":{"x":89,"y":749,"width":810,"height":13}},{"id":"082e4fc0-b197-4afb-9941-2cea4e8b97d4","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":107,"box":{"x":89,"y":765,"width":870,"height":12}},{"id":"16cf4fa8-f00c-491d-897e-aedb87c165ca","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":107,"box":{"x":89,"y":780,"width":875,"height":12}},{"id":"c4c8a17a-944f-4952-849f-819fd2757752","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":107,"box":{"x":89,"y":795,"width":871,"height":12}},{"id":"49ce2615-9964-45e5-a311-0d3b33d6892c","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":107,"box":{"x":88,"y":810,"width":824,"height":12}},{"id":"e0899c6b-4c36-44ad-b3d6-0833169990ec","block_type":"box","text":"entitled to a refund of their","page_number":107,"box":{"x":89,"y":825,"width":188,"height":10}},{"id":"30ffa25d-870d-40c8-81d5-4f162c59d182","block_type":"box","text":"pro rata","page_number":107,"box":{"x":280,"y":826,"width":56,"height":11}},{"id":"db7b6984-2e32-4873-91a8-87551128f3ec","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or claims for refund","page_number":107,"box":{"x":341,"y":825,"width":617,"height":12}},{"id":"f9a477bf-aed2-4d0e-99c3-49d3b120fec4","block_type":"box","text":"with the IRS.","page_number":107,"box":{"x":88,"y":840,"width":87,"height":10}},{"id":"dd564bb2-b408-4992-90cd-a4ad20ddfba7","block_type":"box","text":"93","page_number":107,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"3bd3e812-e13c-4c04-a2ea-f302df4368db","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":108,"box":{"x":89,"y":44,"width":870,"height":12}},{"id":"c2a76e05-115f-404a-8753-0b5aa74b520b","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":108,"box":{"x":88,"y":59,"width":861,"height":12}},{"id":"84919496-ec42-406b-a6fd-e4c24bd925e9","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":108,"box":{"x":88,"y":74,"width":870,"height":12}},{"id":"7b26ae1b-4065-41f7-8927-5de2de1a30d4","block_type":"box","text":"and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of qualified","page_number":108,"box":{"x":89,"y":89,"width":821,"height":13}},{"id":"4cc16771-5f1c-4415-8b80-ffaabdf2448d","block_type":"box","text":"dividend income below. Because the Fund is expected to invest in an Underlying Fund, the Fund’s realized losses on sales of","page_number":108,"box":{"x":89,"y":104,"width":865,"height":13}},{"id":"1ea65fb4-d6b0-4743-bed5-5545735aa3d2","block_type":"box","text":"shares of an Underlying Fund may be indefinitely or permanently deferred as “wash sales.” Distributions of short-term capital","page_number":108,"box":{"x":89,"y":119,"width":877,"height":13}},{"id":"a1e2322b-07c2-44a0-86a3-462de6afb4a5","block_type":"box","text":"gains by an Underlying Fund will be recognized as ordinary income by the Fund and would not be offset by the Fund’s capital","page_number":108,"box":{"x":89,"y":135,"width":873,"height":12}},{"id":"82247e65-3757-401c-bf49-605929b84881","block_type":"box","text":"loss carryforwards, if any. Capital loss carryforwards of an Underlying Fund, if any, would not offset net capital gains of the","page_number":108,"box":{"x":89,"y":150,"width":854,"height":12}},{"id":"10b161f9-f4ee-49b8-98ab-f909d279adc9","block_type":"box","text":"Fund. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non-corporate shareholders,","page_number":108,"box":{"x":89,"y":165,"width":850,"height":12}},{"id":"5900f624-0177-4446-bd02-7f72aa6dff39","block_type":"box","text":"depending on whether their income exceeds certain threshold amounts.","page_number":108,"box":{"x":89,"y":180,"width":505,"height":12}},{"id":"22d07e3b-be71-44f4-8bb7-a69a568f5fbf","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":108,"box":{"x":89,"y":206,"width":857,"height":13}},{"id":"bfe8dcc3-c958-458f-8eec-10e5508136be","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":108,"box":{"x":89,"y":222,"width":846,"height":12}},{"id":"f4ada7e5-43bb-4e07-81dd-3361ae39a365","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":108,"box":{"x":88,"y":237,"width":850,"height":12}},{"id":"55f03275-5936-4032-b556-89bb48c73bcc","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":108,"box":{"x":89,"y":252,"width":876,"height":12}},{"id":"1687596a-87f4-4bfd-b9a2-9429a6a2e8e8","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":108,"box":{"x":89,"y":267,"width":840,"height":12}},{"id":"e3b92309-4ca7-4b8d-9913-9bd688a6ead0","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":108,"box":{"x":89,"y":282,"width":863,"height":12}},{"id":"dfe9b184-3c52-4823-90bf-0058e340284b","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":108,"box":{"x":89,"y":297,"width":558,"height":12}},{"id":"235cde07-4221-44c5-bb47-ce9ad8cce531","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":108,"box":{"x":89,"y":324,"width":868,"height":12}},{"id":"112561bc-c495-4ba7-ad3d-7b5d1454e87c","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":108,"box":{"x":88,"y":339,"width":855,"height":12}},{"id":"01c3fcb5-7dde-46ed-acf7-a1b8905a5d7a","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":108,"box":{"x":89,"y":354,"width":802,"height":12}},{"id":"f882edc6-34a8-47f1-b844-e027398416dd","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":108,"box":{"x":89,"y":369,"width":842,"height":12}},{"id":"4742b9e7-9035-4674-91e4-2faa25df0311","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":108,"box":{"x":89,"y":384,"width":847,"height":12}},{"id":"deb7c8d3-ab75-41c9-8859-76330fdacb0e","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":108,"box":{"x":88,"y":399,"width":867,"height":13}},{"id":"d5cacec5-ea4f-4768-8470-d9ba46d64791","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":108,"box":{"x":89,"y":414,"width":878,"height":13}},{"id":"d5dd1b2b-930f-4d51-bdfa-80f2c73a11f1","block_type":"box","text":"such amount.","page_number":108,"box":{"x":89,"y":429,"width":95,"height":10}},{"id":"867a6712-ec16-447d-a9f3-b1d15faf2f06","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":108,"box":{"x":88,"y":456,"width":854,"height":12}},{"id":"4a0c40e6-0b5b-449d-9d18-8a08b836e5cf","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":108,"box":{"x":89,"y":471,"width":858,"height":12}},{"id":"a1d54788-8e5b-422d-8dd4-aed6b1b20cd9","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":108,"box":{"x":88,"y":486,"width":269,"height":12}},{"id":"653af527-f769-477d-b01f-c6f78e3fc446","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":108,"box":{"x":89,"y":513,"width":851,"height":12}},{"id":"f25c7ba1-ab7f-465e-9319-5c7bd30ac236","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":108,"box":{"x":89,"y":528,"width":864,"height":12}},{"id":"35b1b44d-964e-4ed0-8a98-7deb163ff9db","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":108,"box":{"x":89,"y":543,"width":849,"height":12}},{"id":"c7369a43-0474-4783-a0ff-3c11c7e8c854","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":108,"box":{"x":89,"y":558,"width":866,"height":12}},{"id":"dc53db88-bbc3-49af-99b7-f004db29adef","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":108,"box":{"x":89,"y":573,"width":698,"height":12}},{"id":"32214ef3-7bf2-4f4d-abc3-e0ef7576e32e","block_type":"box","text":"i.e.","page_number":108,"box":{"x":789,"y":574,"width":17,"height":9}},{"id":"6023843b-0347-409f-8ca2-30038a8de1eb","block_type":"box","text":", the date on which a","page_number":108,"box":{"x":808,"y":573,"width":146,"height":11}},{"id":"5d48a402-20ea-43fb-9f6b-91230469b453","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":108,"box":{"x":89,"y":588,"width":866,"height":12}},{"id":"97690dce-2797-44cf-a254-c36a94107c0e","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":108,"box":{"x":89,"y":603,"width":863,"height":13}},{"id":"f1d236ca-0c6e-4bbb-8d12-4fb9da59f357","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":108,"box":{"x":89,"y":618,"width":862,"height":13}},{"id":"a170c96b-9848-4c4e-a904-8fe70ac8c06c","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":108,"box":{"x":89,"y":645,"width":843,"height":12}},{"id":"10dc67f5-af16-41ed-b72b-37d0d1d7733b","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":108,"box":{"x":89,"y":660,"width":859,"height":12}},{"id":"1d0f8ddf-b7f5-4da8-b721-e3b3aac67754","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":108,"box":{"x":89,"y":675,"width":855,"height":12}},{"id":"aaeab327-3b98-4ab7-bd40-6bdc4417363e","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":108,"box":{"x":89,"y":690,"width":868,"height":13}},{"id":"f39f022b-ac9a-4918-b33f-d90882d9d9d0","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":108,"box":{"x":89,"y":705,"width":845,"height":13}},{"id":"92bea3b7-e19b-466a-a812-1835bc34be76","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":108,"box":{"x":89,"y":720,"width":870,"height":13}},{"id":"40ad07bc-8b21-4704-b66a-7fb625d0caf8","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":108,"box":{"x":89,"y":736,"width":504,"height":12}},{"id":"c978aec9-8854-4bf6-9c8f-9ed46cc6ab4d","block_type":"box","text":"Sales of Shares.","page_number":108,"box":{"x":88,"y":762,"width":113,"height":10}},{"id":"d0b5735d-8f59-463f-add4-bb96dc663075","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":108,"box":{"x":210,"y":762,"width":743,"height":12}},{"id":"5f1123f4-67c2-41dd-b83d-bb37420faf81","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":108,"box":{"x":89,"y":777,"width":868,"height":12}},{"id":"5a24bc26-cc26-4192-9db5-c80a11c68101","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":108,"box":{"x":88,"y":792,"width":876,"height":13}},{"id":"b794cf8c-072d-4002-8512-873aa62e928b","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":108,"box":{"x":89,"y":807,"width":866,"height":13}},{"id":"9dec0dc4-e70b-4b9e-a374-0b7ef5338100","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":108,"box":{"x":88,"y":822,"width":863,"height":13}},{"id":"7fdfcb44-1880-4a2a-817d-ad685946d188","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":108,"box":{"x":88,"y":838,"width":875,"height":12}},{"id":"78f4122e-5a23-46f2-ae65-e4e16b7859df","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":108,"box":{"x":89,"y":853,"width":860,"height":12}},{"id":"37f88893-1841-420c-899a-22e01280874d","block_type":"box","text":"94","page_number":108,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"5353669a-6aad-4516-98b3-f4ac5e37a036","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":109,"box":{"x":89,"y":44,"width":810,"height":12}},{"id":"4485101e-12e5-4f1b-bdba-2cfbd0161e6d","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":109,"box":{"x":89,"y":59,"width":871,"height":12}},{"id":"71d45871-5d92-460f-a822-1e6fadae7d71","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":109,"box":{"x":88,"y":74,"width":841,"height":12}},{"id":"7fbf5290-e1f0-4571-9552-23f3af02ff81","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":109,"box":{"x":89,"y":89,"width":865,"height":13}},{"id":"58de6ad1-c8a0-4a16-a3f0-537ef26ba347","block_type":"box","text":"Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":109,"box":{"x":89,"y":104,"width":557,"height":13}},{"id":"bf2bde08-4be9-4e12-9493-514e34f62084","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":109,"box":{"x":89,"y":131,"width":864,"height":12}},{"id":"ffd76674-a13f-4212-9ed4-e30c59ba7f0b","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":109,"box":{"x":89,"y":146,"width":854,"height":12}},{"id":"67767a79-e962-49b7-b504-c0e430de6f40","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":109,"box":{"x":89,"y":161,"width":368,"height":12}},{"id":"70f43c02-677c-4882-8b42-6fe6ce2e07bb","block_type":"box","text":"e.g.","page_number":109,"box":{"x":458,"y":164,"width":23,"height":9}},{"id":"f0d783f0-7db0-497c-8c0d-93e93502bf1f","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":109,"box":{"x":483,"y":161,"width":463,"height":12}},{"id":"d9934e3e-1c38-4924-aad8-3d3feb5d12b6","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":109,"box":{"x":89,"y":176,"width":875,"height":13}},{"id":"421b28f4-3e32-4431-ae64-96272b95bf8e","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":109,"box":{"x":89,"y":191,"width":870,"height":13}},{"id":"ea8fa210-3be5-4ba8-b4ea-c5fd7bd36235","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":109,"box":{"x":89,"y":206,"width":839,"height":13}},{"id":"27159c8b-ca5a-4d50-b103-a545c9f1a5ee","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":109,"box":{"x":89,"y":222,"width":874,"height":12}},{"id":"bd37ff98-2e47-48b5-b91f-253a4cc72d7a","block_type":"box","text":"mutual funds.","page_number":109,"box":{"x":89,"y":237,"width":96,"height":9}},{"id":"6c97ed59-216c-4e8a-b09f-5f8003f5c80b","block_type":"box","text":"Backup Withholding.","page_number":109,"box":{"x":89,"y":263,"width":150,"height":12}},{"id":"0fe977bf-fc87-45a8-a9ff-64b5870388b3","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":109,"box":{"x":249,"y":263,"width":707,"height":12}},{"id":"ec7ad5e1-aee4-40bb-83b5-835b6511ab69","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":109,"box":{"x":89,"y":278,"width":868,"height":13}},{"id":"c89b2286-84e3-4fc4-a01d-f1dea56e0107","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":109,"box":{"x":89,"y":293,"width":828,"height":13}},{"id":"b08368c9-0acc-4d7a-ba26-341179a28e08","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":109,"box":{"x":89,"y":308,"width":874,"height":13}},{"id":"865b0da7-f014-48f2-b8da-6027f9eeb87d","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":109,"box":{"x":89,"y":324,"width":853,"height":12}},{"id":"fd98bcda-3d93-4e04-be19-e91de2a094fa","block_type":"box","text":"income tax liability.","page_number":109,"box":{"x":89,"y":339,"width":132,"height":12}},{"id":"51331620-af3b-4e3d-b9de-2ea8e5267a75","block_type":"box","text":"Sections 351 and 362.","page_number":109,"box":{"x":88,"y":365,"width":159,"height":10}},{"id":"aae16823-64f5-47b0-8b1b-0320152f2baf","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":109,"box":{"x":256,"y":365,"width":675,"height":12}},{"id":"5a09bde5-4eaf-4f83-b611-d0724b7f606d","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":109,"box":{"x":89,"y":380,"width":824,"height":13}},{"id":"73049071-cc4c-4a69-9b5c-d3e7c88fe77d","block_type":"box","text":"outstanding shares of a given Fund and if, pursuant to Sections 351 and 362 of the Internal Revenue Code, the Fund would","page_number":109,"box":{"x":89,"y":395,"width":859,"height":13}},{"id":"077ee6c0-b6c9-4e4a-9cb5-5cd2092faf0b","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":109,"box":{"x":89,"y":410,"width":841,"height":13}},{"id":"ac021eb7-3778-493e-a1a7-5543504c8429","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":109,"box":{"x":89,"y":426,"width":865,"height":12}},{"id":"778d5787-93fc-497d-97a4-365f08146293","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":109,"box":{"x":88,"y":441,"width":861,"height":12}},{"id":"83120a0b-dc9f-435d-bcdb-7e1cd3064406","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":109,"box":{"x":89,"y":456,"width":858,"height":12}},{"id":"015d2868-68e9-48a4-b0a0-d2b7744b1188","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":109,"box":{"x":88,"y":471,"width":841,"height":12}},{"id":"1e8a509e-a2be-4eb9-b2fd-7e09665d6386","block_type":"box","text":"require information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":109,"box":{"x":89,"y":486,"width":776,"height":12}},{"id":"aa9c4269-4504-45ce-b112-da96036d7483","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":109,"box":{"x":88,"y":513,"width":225,"height":9}},{"id":"a8ddf159-bcb5-49fc-ba59-84dbc58c365f","block_type":"box","text":"An Underlying Fund’s transactions in zero coupon securities, non-U.S. currencies, forward","page_number":109,"box":{"x":322,"y":513,"width":628,"height":12}},{"id":"5e58226b-906f-46e6-a981-8724553681f0","block_type":"box","text":"contracts, options and futures contracts (including options and futures contracts on non-U.S. currencies), to the extent","page_number":109,"box":{"x":89,"y":528,"width":835,"height":12}},{"id":"44ebc377-5dab-4c52-a3c5-4cdf52f6699f","block_type":"box","text":"permitted, will be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging","page_number":109,"box":{"x":89,"y":543,"width":824,"height":12}},{"id":"2efae50f-ec0d-4749-82a7-44528e14c0db","block_type":"box","text":"transactions” and “straddles”) that, among other consequences, may affect the character of gains and losses realized by the","page_number":109,"box":{"x":88,"y":558,"width":869,"height":12}},{"id":"4bf4a64e-775f-493f-8b2a-cb7b2d6431db","block_type":"box","text":"Fund (","page_number":109,"box":{"x":89,"y":573,"width":44,"height":12}},{"id":"8036f999-d9fc-472c-9c14-c572998582a7","block_type":"box","text":"i.e.","page_number":109,"box":{"x":134,"y":574,"width":18,"height":9}},{"id":"767710b5-703c-4276-8129-9951e95f8a42","block_type":"box","text":", may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer","page_number":109,"box":{"x":154,"y":573,"width":809,"height":12}},{"id":"ee2c8952-07cc-4369-982e-d7c4e2b5eb50","block_type":"box","text":"Fund losses. These rules could therefore affect the character, amount and timing of distributions to shareholders. These","page_number":109,"box":{"x":89,"y":588,"width":837,"height":12}},{"id":"ff99a503-f04f-4fd1-bc1a-f726f9cfe17e","block_type":"box","text":"provisions also (a) will require an Underlying Fund to mark-to-market certain types of the positions in its portfolio (","page_number":109,"box":{"x":89,"y":603,"width":805,"height":13}},{"id":"724673a3-3b63-4014-a7f8-627c6a53f6c1","block_type":"box","text":"i.e.","page_number":109,"box":{"x":895,"y":604,"width":18,"height":9}},{"id":"40929d73-b15c-418e-8e68-bd377343b394","block_type":"box","text":", treat","page_number":109,"box":{"x":915,"y":605,"width":40,"height":10}},{"id":"954f8ca2-1ce2-4d37-b634-7c649c930974","block_type":"box","text":"them as if they were closed out at the end of each year) and (b) may cause an Underlying Fund to recognize income without","page_number":109,"box":{"x":88,"y":618,"width":872,"height":13}},{"id":"faa7d1bc-2d51-4093-8c20-f95eeadf9052","block_type":"box","text":"receiving cash with which to pay dividends or make distributions in amounts necessary to satisfy the distribution","page_number":109,"box":{"x":89,"y":633,"width":790,"height":13}},{"id":"ebe4a5c6-58b7-4e08-9ded-32c733f5b199","block_type":"box","text":"requirements for avoiding income and excise taxes. Each Underlying Fund will monitor its transactions, will make the","page_number":109,"box":{"x":89,"y":649,"width":817,"height":12}},{"id":"e18c0154-0a9f-4e11-8c4c-8510cbb3daf8","block_type":"box","text":"appropriate tax elections and will make the appropriate entries in its books and records when it acquires any zero coupon","page_number":109,"box":{"x":89,"y":664,"width":848,"height":12}},{"id":"ca32b7f2-eb9f-4ba5-abd0-5c1d068ab1e9","block_type":"box","text":"security, non-U.S. currency, forward contract, option, futures contract or hedged investment in order to mitigate the effect of","page_number":109,"box":{"x":89,"y":679,"width":872,"height":12}},{"id":"dcdf732c-c0e1-40ee-9e03-94786f3e478c","block_type":"box","text":"these rules and prevent disqualification of an Underlying Fund as a RIC.","page_number":109,"box":{"x":88,"y":694,"width":498,"height":12}},{"id":"955c6030-0d4b-463b-8cbb-7a2ac7a31eb4","block_type":"box","text":"An Underlying Fund’s investments in so-called “Section 1256 contracts,” such as regulated futures contracts, most non-U.S.","page_number":109,"box":{"x":88,"y":720,"width":870,"height":13}},{"id":"4a7118c0-ded1-4f5e-a7b2-da3df077ec07","block_type":"box","text":"currency forward contracts traded in the interbank market and options on most security indexes, are subject to special tax","page_number":109,"box":{"x":89,"y":736,"width":856,"height":12}},{"id":"451c43cc-d357-4367-851b-c72448106d54","block_type":"box","text":"rules. All Section 1256 contracts held by an Underlying Fund at the end of its taxable year are required to be marked to their","page_number":109,"box":{"x":89,"y":751,"width":865,"height":12}},{"id":"0327c53c-224b-4e59-9cd3-9c1f9fb11dec","block_type":"box","text":"market value, and any unrealized gain or loss on those positions will be included in an Underlying Fund’s income as if each","page_number":109,"box":{"x":89,"y":766,"width":856,"height":12}},{"id":"21d1d5ba-cd97-4db2-94d5-8cc7c96837db","block_type":"box","text":"position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be combined with","page_number":109,"box":{"x":89,"y":781,"width":874,"height":12}},{"id":"30488c4a-b9cb-4f6a-8d20-fb105012aed7","block_type":"box","text":"any gain or loss realized by an Underlying Fund from positions in Section 1256 contracts closed during the taxable year.","page_number":109,"box":{"x":89,"y":796,"width":834,"height":12}},{"id":"1fc47743-aef8-45ac-b995-e0d7e3b9e14f","block_type":"box","text":"Provided such positions were held as capital assets and were not part of a “hedging transaction” nor part of a “straddle,”","page_number":109,"box":{"x":89,"y":811,"width":844,"height":12}},{"id":"20e8016c-584f-4046-8992-038683b8a4e7","block_type":"box","text":"60% of the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss will be","page_number":109,"box":{"x":89,"y":826,"width":874,"height":13}},{"id":"5a1df6c3-dbb4-49c9-a8d6-cd26553d0321","block_type":"box","text":"treated as short-term capital gain or loss, regardless of the period of time the positions were actually held by an Underlying","page_number":109,"box":{"x":88,"y":841,"width":861,"height":13}},{"id":"2e0e5a01-a93d-44cc-97aa-2b5d0c4080c2","block_type":"box","text":"Fund.","page_number":109,"box":{"x":89,"y":856,"width":38,"height":10}},{"id":"f9ae1830-714e-4b33-aa90-f2d91d6ae6a6","block_type":"box","text":"95","page_number":109,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8f4b6829-6fcf-40ff-b156-125c11e7fcd1","block_type":"box","text":"As a result of entering into swap contracts, an Underlying Fund may make or receive periodic net payments. An Underlying","page_number":110,"box":{"x":88,"y":44,"width":860,"height":12}},{"id":"c2a38cae-0cad-408a-baed-fe319ff0681d","block_type":"box","text":"Fund may also make or receive a payment when a swap is terminated prior to maturity through an assignment of the swap","page_number":110,"box":{"x":89,"y":59,"width":861,"height":12}},{"id":"65a889ed-59d8-4b75-8a8c-04f4194df45c","block_type":"box","text":"or other closing transaction. Periodic net payments will generally constitute ordinary income or deductions, while","page_number":110,"box":{"x":89,"y":74,"width":793,"height":12}},{"id":"22262e2d-1fca-4d08-bb2b-346156011a20","block_type":"box","text":"termination of a swap will generally result in capital gain or loss (which will be a long-term capital gain or loss if an","page_number":110,"box":{"x":88,"y":89,"width":803,"height":13}},{"id":"c0ee31f2-6dde-48f5-a25b-29b42d4eab9f","block_type":"box","text":"Underlying Fund has been a party to the swap for more than one year). With respect to certain types of swaps, an Underlying","page_number":110,"box":{"x":89,"y":104,"width":875,"height":13}},{"id":"b8b561cb-1703-49cb-b140-a75a75207f15","block_type":"box","text":"Fund may be required to currently recognize income or loss with respect to future payments on such swaps or may elect","page_number":110,"box":{"x":89,"y":119,"width":844,"height":13}},{"id":"9dce7b9c-6726-4772-8c2f-87507d7c418a","block_type":"box","text":"under certain circumstances to mark such swaps to market annually for tax purposes as ordinary income or loss.","page_number":110,"box":{"x":89,"y":135,"width":791,"height":12}},{"id":"1b4d0ccf-2c38-46cf-8937-be47b000ffe6","block_type":"box","text":"Qualified Dividend Income.","page_number":110,"box":{"x":89,"y":161,"width":196,"height":11}},{"id":"b51da910-cc4a-448b-836f-536f5a1e7c8d","block_type":"box","text":"Distributions by a Fund of investment company taxable income (including any short-term","page_number":110,"box":{"x":294,"y":161,"width":627,"height":12}},{"id":"b74f9633-71db-46d3-9224-bd34b68d2e41","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":110,"box":{"x":89,"y":176,"width":861,"height":13}},{"id":"35c32c3c-1470-4559-b7aa-22ae1f43ba52","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":110,"box":{"x":88,"y":191,"width":850,"height":13}},{"id":"37ecbfc4-707e-4897-9edb-36a5d2e5f77d","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":110,"box":{"x":89,"y":206,"width":861,"height":13}},{"id":"7b6e8547-3435-40f3-8285-64d5989fdcde","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":110,"box":{"x":89,"y":222,"width":831,"height":12}},{"id":"e6be443c-221d-4351-a81e-8011cc7bd8fc","block_type":"box","text":"e.g.","page_number":110,"box":{"x":921,"y":225,"width":23,"height":9}},{"id":"b094c8bd-fe83-4832-abce-c727cca3c6dc","block_type":"box","text":",","page_number":110,"box":{"x":946,"y":230,"width":2,"height":3}},{"id":"ad9cfcf8-ba33-41ec-8441-7df64ed07f9e","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":110,"box":{"x":89,"y":237,"width":872,"height":12}},{"id":"b8a78e1b-4b2d-4700-b69d-e0487227155c","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":110,"box":{"x":89,"y":252,"width":848,"height":12}},{"id":"95b86048-9bd8-4119-a67e-010e405e7b24","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":110,"box":{"x":89,"y":267,"width":879,"height":12}},{"id":"3fb75de9-4a0a-4d98-a209-0d175cf1379f","block_type":"box","text":"by a Fund will not be qualified dividend income.","page_number":110,"box":{"x":89,"y":282,"width":332,"height":12}},{"id":"0cdbefc4-af21-4605-b426-9f4ad9f4b748","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":110,"box":{"x":88,"y":308,"width":855,"height":13}},{"id":"1b2389c7-3d8f-4f98-b751-380bc61db33e","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":110,"box":{"x":88,"y":324,"width":838,"height":12}},{"id":"1bd12af2-a7a6-42d2-824b-8e41a14ce4b4","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":110,"box":{"x":89,"y":339,"width":823,"height":12}},{"id":"31244f02-f588-4a52-a494-7fecc8b3740a","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":110,"box":{"x":89,"y":354,"width":866,"height":12}},{"id":"51b8996c-7672-45be-9680-9e0c9d0824c6","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":110,"box":{"x":89,"y":369,"width":860,"height":12}},{"id":"7ecc8212-a689-49e8-9ae2-6b0c93f9c3fe","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":110,"box":{"x":88,"y":384,"width":847,"height":12}},{"id":"0e1a30e5-3145-465f-a170-3f14a963637a","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":110,"box":{"x":89,"y":399,"width":872,"height":13}},{"id":"f4b20c32-634f-4380-ac0d-a6ac0093ca54","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":110,"box":{"x":89,"y":414,"width":843,"height":13}},{"id":"24c7b014-8ece-4646-98b7-a50aa6de9341","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":110,"box":{"x":88,"y":429,"width":867,"height":13}},{"id":"b0869e22-5d63-4edc-a7fd-3f0acbea4cd3","block_type":"box","text":"as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend income","page_number":110,"box":{"x":89,"y":445,"width":825,"height":12}},{"id":"d9291717-0417-43f8-9b3a-e7a593d5cba3","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":110,"box":{"x":89,"y":460,"width":807,"height":12}},{"id":"3216f205-51a1-46f3-a753-18515720338d","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":110,"box":{"x":89,"y":475,"width":843,"height":12}},{"id":"8d63bda8-a2b0-44f8-b8bb-8fb75d606758","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":110,"box":{"x":89,"y":490,"width":864,"height":12}},{"id":"1f0850b2-eb78-4518-8d96-ac2f7ecae8f0","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":110,"box":{"x":89,"y":505,"width":877,"height":12}},{"id":"59d04f84-739e-4d4b-9110-1ef92d0e1dfa","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":110,"box":{"x":89,"y":520,"width":832,"height":12}},{"id":"545063c7-e2f4-47bc-8ec0-8fb3b8971a3b","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":110,"box":{"x":89,"y":535,"width":870,"height":13}},{"id":"c50c2c53-46e3-47ed-9623-40e69e16a344","block_type":"box","text":"income.","page_number":110,"box":{"x":89,"y":551,"width":54,"height":9}},{"id":"c5095820-2c44-4f61-b238-812e453ae4bd","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":110,"box":{"x":89,"y":577,"width":300,"height":12}},{"id":"93c2eb3a-136b-4311-ae53-e50a68748e7a","block_type":"box","text":"Dividends paid by the Fund that are attributable to dividends received by an","page_number":110,"box":{"x":399,"y":577,"width":526,"height":12}},{"id":"71730f2d-2ac9-482a-ab81-02466ef2b58b","block_type":"box","text":"Underlying Fund from U.S. corporations may qualify for the U.S. federal dividends received deduction for corporations. A 46-","page_number":110,"box":{"x":89,"y":592,"width":869,"height":12}},{"id":"6fb89212-9c4f-43cf-85c2-bba553da3883","block_type":"box","text":"day minimum holding period during the 90-day period that begins 45 days prior to ex-dividend date (or 91-day minimum","page_number":110,"box":{"x":89,"y":607,"width":850,"height":12}},{"id":"2cd5f9bd-5e01-4a57-b741-da1d34b9f537","block_type":"box","text":"holding period during the 180 period beginning 90 days prior to ex-dividend date for certain preference dividends) during","page_number":110,"box":{"x":89,"y":622,"width":850,"height":12}},{"id":"0e2c2801-d3cc-45cb-ac75-710f918890a8","block_type":"box","text":"which risk of loss may not be diminished is required for the applicable shares, at both the Fund and shareholder level, for a","page_number":110,"box":{"x":88,"y":637,"width":857,"height":13}},{"id":"9113bfad-1bb8-4d04-bf12-11b7f0a4fc83","block_type":"box","text":"dividend to be eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is","page_number":110,"box":{"x":89,"y":652,"width":865,"height":13}},{"id":"0ec3c10c-4520-441c-acec-ed6301a8525e","block_type":"box","text":"attributable to the investment.","page_number":110,"box":{"x":89,"y":668,"width":211,"height":9}},{"id":"d17c1b72-079f-4d47-90ab-013f19afc43a","block_type":"box","text":"Excess Inclusion Income.","page_number":110,"box":{"x":89,"y":694,"width":180,"height":10}},{"id":"10fdd65e-2ab9-41ce-8f73-77b24faafba2","block_type":"box","text":"Under current law, the Funds serve to block unrelated business taxable income (“UBTI”) from","page_number":110,"box":{"x":278,"y":694,"width":652,"height":12}},{"id":"57327154-03b5-4116-b9c9-8eafc05e0ac0","block_type":"box","text":"being realized by their tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI","page_number":110,"box":{"x":89,"y":709,"width":872,"height":12}},{"id":"1fb5826d-6226-44a6-94f5-77281cb17149","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":110,"box":{"x":89,"y":724,"width":859,"height":13}},{"id":"abd679a1-52af-4e20-9239-6c20a3e853b3","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":110,"box":{"x":89,"y":739,"width":865,"height":13}},{"id":"9d55b3dc-9900-4f01-89f3-bf7542df579c","block_type":"box","text":"from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the Fund to","page_number":110,"box":{"x":88,"y":754,"width":864,"height":13}},{"id":"c285901f-b101-46bf-99d2-ccbae1d5e42b","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":110,"box":{"x":89,"y":770,"width":873,"height":12}},{"id":"bb8af319-519d-43f8-9501-c3548000a20e","block_type":"box","text":"(i) constitute taxable income, as UBTI for those shareholders who would otherwise be tax-exempt such as individual","page_number":110,"box":{"x":89,"y":785,"width":814,"height":12}},{"id":"ecec5676-0505-44c5-99ca-8e08ab32d2bc","block_type":"box","text":"retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset by","page_number":110,"box":{"x":89,"y":800,"width":816,"height":12}},{"id":"bc33fcb8-e942-407f-a5d2-97cc53e00668","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":110,"box":{"x":89,"y":815,"width":860,"height":12}},{"id":"51e2a2f8-1dd1-4362-b219-ce6717942557","block_type":"box","text":"even from tax treaty countries; and (iv) cause the Fund or Underlying Fund to be subject to tax if certain “disqualified","page_number":110,"box":{"x":89,"y":830,"width":817,"height":12}},{"id":"6d7460d4-b4d4-4e89-b91c-2e5c694dbf07","block_type":"box","text":"96","page_number":110,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"11d4e5fb-a51e-4645-aa36-b76f10341db0","block_type":"box","text":"organizations,” as defined by the Internal Revenue Code, are Fund shareholders. If a charitable remainder annuity trust or a","page_number":111,"box":{"x":89,"y":44,"width":859,"height":12}},{"id":"9e6da76d-1f89-440b-89e6-742c189ba0d9","block_type":"box","text":"charitable remainder unitrust (each as defined in Section 664 of the Internal Revenue Code) has UBTI for a taxable year, a","page_number":111,"box":{"x":89,"y":59,"width":847,"height":12}},{"id":"db8a2ec9-aea9-483f-9097-93d7db46f56b","block_type":"box","text":"100% excise tax on the UBTI is imposed on the trust.","page_number":111,"box":{"x":90,"y":74,"width":367,"height":12}},{"id":"1d8d5f03-f024-417c-96ab-b73e32bfbda3","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":111,"box":{"x":88,"y":101,"width":874,"height":12}},{"id":"c3203095-6310-48e5-8d76-444724a6d08e","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":111,"box":{"x":89,"y":116,"width":868,"height":12}},{"id":"9a2a010d-3866-47a2-b395-ebe9bae263fd","block_type":"box","text":"may change its investment program, a Fund may not be successful in avoiding the consequences described above.","page_number":111,"box":{"x":89,"y":131,"width":802,"height":12}},{"id":"9ae63d40-c21f-4a01-a3a5-ccefb5bb3e66","block_type":"box","text":"Avoidance of investments in REITs that generate excess inclusion income may require a Fund to forego otherwise attractive","page_number":111,"box":{"x":88,"y":146,"width":863,"height":12}},{"id":"ec802fde-ccbc-430a-b608-3fe0bb49d097","block_type":"box","text":"investment opportunities.","page_number":111,"box":{"x":89,"y":162,"width":179,"height":11}},{"id":"8966ad04-9009-440e-84fc-e1b6b99dbb57","block_type":"box","text":"Non-U.S. Investments.","page_number":111,"box":{"x":89,"y":188,"width":159,"height":9}},{"id":"70e1041f-4fa2-40b8-99b5-bad9e67f0b46","block_type":"box","text":"Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in","page_number":111,"box":{"x":257,"y":188,"width":656,"height":12}},{"id":"55832b1f-a509-4021-a2a9-27316cbd7561","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":111,"box":{"x":89,"y":203,"width":877,"height":12}},{"id":"e619a0f8-8c0f-4adf-b719-0e736de3328f","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":111,"box":{"x":89,"y":218,"width":834,"height":12}},{"id":"aef337e9-d3c8-41ff-a45c-f790e872f2d3","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":111,"box":{"x":89,"y":233,"width":850,"height":12}},{"id":"0c43b42f-b527-4a49-bced-88040dd1ab53","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":111,"box":{"x":89,"y":248,"width":811,"height":12}},{"id":"6d99105c-f867-42e1-91bc-3fbd8d832be9","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":111,"box":{"x":89,"y":263,"width":830,"height":12}},{"id":"7048a369-fe58-41ee-b869-fb2e51bdfe5c","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":111,"box":{"x":89,"y":278,"width":823,"height":13}},{"id":"1c4103a6-891b-4984-97b5-558f200a1b59","block_type":"box","text":"fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss","page_number":111,"box":{"x":88,"y":293,"width":842,"height":13}},{"id":"8caca15b-c801-4098-aa04-01f28aa4bd1c","block_type":"box","text":"unless a Fund was to elect otherwise.","page_number":111,"box":{"x":89,"y":308,"width":260,"height":10}},{"id":"aca3362b-b8f2-4abf-8bba-8b7b9d19549b","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":111,"box":{"x":89,"y":335,"width":850,"height":12}},{"id":"f16c2fb2-7b5d-4e3b-ac4f-d3b53be20e7e","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":111,"box":{"x":89,"y":350,"width":825,"height":12}},{"id":"b899600e-e857-4188-b452-ea59c23f8e62","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":111,"box":{"x":89,"y":365,"width":853,"height":12}},{"id":"6b88c472-6cc3-42b5-b24a-11ae4563f0f5","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":111,"box":{"x":89,"y":380,"width":873,"height":13}},{"id":"0386513b-65c5-47ab-9994-6a8bf4047dff","block_type":"box","text":"distribution will (i) include in gross income, even though not actually received, the investor’s","page_number":111,"box":{"x":89,"y":395,"width":644,"height":13}},{"id":"d4b7b725-9b6e-4830-87e3-3f11d545e52b","block_type":"box","text":"pro rata","page_number":111,"box":{"x":737,"y":397,"width":56,"height":11}},{"id":"6b028b40-ebdd-4fa9-8510-1ba6aca0aef2","block_type":"box","text":"share of the Fund’s","page_number":111,"box":{"x":798,"y":395,"width":133,"height":10}},{"id":"be127802-6634-4d9c-af72-fad3211dfb12","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":111,"box":{"x":89,"y":410,"width":840,"height":13}},{"id":"62ad41ce-0d47-448c-9449-3ba4b50484a9","block_type":"box","text":"deductions on their personal tax returns) or credit (in calculating U.S. federal income tax) the investor’s","page_number":111,"box":{"x":89,"y":426,"width":722,"height":12}},{"id":"761c7a1f-1d4e-4dc8-998f-2a47d5324b6c","block_type":"box","text":"pro rata","page_number":111,"box":{"x":815,"y":427,"width":56,"height":11}},{"id":"7e74d04f-ab95-44b5-a6a5-0104cdd3688e","block_type":"box","text":"share of the","page_number":111,"box":{"x":875,"y":426,"width":83,"height":9}},{"id":"c1a0da6c-8177-4ee6-bdea-f678cfffdd62","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 a","page_number":111,"box":{"x":89,"y":441,"width":861,"height":12}},{"id":"4cc575a1-0234-4fe4-b865-327a9dc07c4c","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":111,"box":{"x":89,"y":456,"width":878,"height":12}},{"id":"f9563aea-acdb-4a50-a33d-b12084fe0d04","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":111,"box":{"x":89,"y":471,"width":841,"height":12}},{"id":"6303aeef-8c6d-4b03-8634-df1a753990da","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":111,"box":{"x":88,"y":486,"width":855,"height":12}},{"id":"146318c3-0abf-4bbc-a828-283223da5a84","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":111,"box":{"x":89,"y":501,"width":876,"height":13}},{"id":"d21e2eb5-da51-4539-90bd-7f62cdd32288","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":111,"box":{"x":89,"y":516,"width":860,"height":13}},{"id":"cc78a49b-a266-4bc2-b296-5443e78f4e6e","block_type":"box","text":"non-U.S. taxes paid by the Fund and (ii) the portion of any dividend paid by the Fund that represents income derived from","page_number":111,"box":{"x":89,"y":531,"width":850,"height":13}},{"id":"9ac5d91e-6644-434f-8117-e3f81989eb80","block_type":"box","text":"non-U.S. sources; the Fund’s gain from the sale of securities will generally be treated as U.S.-source income. Certain","page_number":111,"box":{"x":89,"y":547,"width":808,"height":12}},{"id":"709e74ab-d607-452a-8f34-be9a043dedc7","block_type":"box","text":"limitations will be imposed to the extent to which the non-U.S. tax credit may be claimed. If your Fund shares are loaned","page_number":111,"box":{"x":89,"y":562,"width":841,"height":12}},{"id":"505eb2e0-abd3-46d2-836b-4b1f76583155","block_type":"box","text":"pursuant to securities lending arrangements, you may lose the ability to use any non-U.S. tax credits passed through by a","page_number":111,"box":{"x":89,"y":577,"width":847,"height":12}},{"id":"1982778b-7354-48a6-8843-1a617027d3db","block_type":"box","text":"Fund or to treat Fund dividends (paid while the shares are held by the borrower) as qualified dividends. Regarding a short sale","page_number":111,"box":{"x":89,"y":592,"width":879,"height":12}},{"id":"5f474e8a-24ec-482e-bb2e-a7cf397027ad","block_type":"box","text":"with respect to shares of a Fund, substitute payments made to the lender of such shares may not be deductible under certain","page_number":111,"box":{"x":88,"y":607,"width":877,"height":12}},{"id":"78d62641-9624-4dac-b3a9-9ab0223bf67c","block_type":"box","text":"circumstances. Consult your financial intermediary or tax advisor.","page_number":111,"box":{"x":89,"y":622,"width":457,"height":12}},{"id":"35971e8f-1343-4553-9423-b753ab97592a","block_type":"box","text":"Each Underlying Fund, if invested in non-U.S. positions, may be subject to non-U.S. income taxes and non-U.S. financial","page_number":111,"box":{"x":89,"y":649,"width":835,"height":12}},{"id":"e3fa7130-b1fa-4e80-9c33-c5996c6cd992","block_type":"box","text":"transactions taxes. Each Underlying Fund that is permitted to do so may elect to “pass through” to its investors, including the","page_number":111,"box":{"x":88,"y":664,"width":878,"height":12}},{"id":"f1de536d-9dfe-4f89-84a5-805314492cd4","block_type":"box","text":"Fund, the amount of non-U.S. income taxes paid by the Underlying Fund. If more than 50% of the total assets of an","page_number":111,"box":{"x":89,"y":679,"width":806,"height":12}},{"id":"c136f302-8735-4dcb-b414-f6d7df518624","block_type":"box","text":"Underlying Fund at the close of a year consist of non-U.S. stocks or securities (generally for this purposes, depositary","page_number":111,"box":{"x":89,"y":694,"width":818,"height":12}},{"id":"425e7cd7-61d6-45de-a67e-827fa726f74e","block_type":"box","text":"receipts, no matter where traded, of non-U.S. companies are treated as “non-U.S.”) (and 50% of the total assets of the Fund","page_number":111,"box":{"x":89,"y":709,"width":868,"height":12}},{"id":"b2358a29-280d-453d-94fa-ae3c591009dd","block_type":"box","text":"at the close of the year consists of non-U.S. securities, or, at the close of each quarter, shares of Underlying Funds), the Funds","page_number":111,"box":{"x":89,"y":724,"width":876,"height":13}},{"id":"032ecc0e-d2e6-4c09-9178-ec4d753635a8","block_type":"box","text":"may be eligible to elect to “pass through” such amounts to their stockholders and may do so, depending upon","page_number":111,"box":{"x":89,"y":739,"width":772,"height":13}},{"id":"76faccf9-7a99-497f-8ad4-4a4d3cc8c818","block_type":"box","text":"circumstances.","page_number":111,"box":{"x":89,"y":755,"width":104,"height":9}},{"id":"dd06eb07-5bab-4228-a507-460672ebe6a0","block_type":"box","text":"Passive Foreign Investment Companies.","page_number":111,"box":{"x":89,"y":781,"width":284,"height":12}},{"id":"e178661f-5770-4c08-a854-8e4a0d83a0df","block_type":"box","text":"If an Underlying Fund purchases shares in PFICs, it may be subject to U.S. federal","page_number":111,"box":{"x":383,"y":781,"width":563,"height":12}},{"id":"95b7e178-cb4a-4d91-91cd-5bc0ed085b26","block_type":"box","text":"income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is","page_number":111,"box":{"x":89,"y":796,"width":826,"height":12}},{"id":"bc534388-bc68-4da0-91f2-b8dbf2bf2715","block_type":"box","text":"distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed","page_number":111,"box":{"x":89,"y":811,"width":875,"height":12}},{"id":"fbdc3184-22d3-4d06-85f0-03bac4eef8b0","block_type":"box","text":"on the Fund in respect of deferred taxes arising from such distributions or gains.","page_number":111,"box":{"x":89,"y":826,"width":561,"height":13}},{"id":"50274f6d-35b8-40cc-b783-2649d396f4b4","block_type":"box","text":"97","page_number":111,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"2f16d81e-40f8-4ef1-9ef5-9cb1a866d044","block_type":"box","text":"If an Underlying Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Internal","page_number":112,"box":{"x":89,"y":44,"width":838,"height":12}},{"id":"751d5b4a-c9b1-4def-98fe-a511b2369806","block_type":"box","text":"Revenue Code, in lieu of the foregoing requirements, an Underlying Fund might be required to include in income each year a","page_number":112,"box":{"x":89,"y":59,"width":869,"height":12}},{"id":"e80d9ff5-2f6b-4c57-ae22-f87cde78da6c","block_type":"box","text":"portion of the ordinary earnings and net capital gains of the qualified electing fund, even if not distributed to a Fund, and","page_number":112,"box":{"x":89,"y":74,"width":845,"height":12}},{"id":"20871ea5-3425-4d76-bb24-7c67e1bf3fd4","block_type":"box","text":"such amounts would be subject to the 90% and excise tax distribution requirements described above. In order to make this","page_number":112,"box":{"x":89,"y":89,"width":863,"height":13}},{"id":"2ff03258-bd4f-4201-ba52-03cadf1f732f","block_type":"box","text":"election, a Fund would be required to obtain certain annual information from the PFICs in which it invests, which may be","page_number":112,"box":{"x":89,"y":104,"width":843,"height":13}},{"id":"1ae01e3a-27df-4e41-bcec-395cf61c0757","block_type":"box","text":"difficult or impossible to obtain.","page_number":112,"box":{"x":89,"y":119,"width":220,"height":13}},{"id":"ee4f9552-3ddc-4804-8b96-223f09f9ac24","block_type":"box","text":"Alternatively, an Underlying Fund may make a mark-to-market election that would result in a Fund being treated as if it had","page_number":112,"box":{"x":88,"y":146,"width":864,"height":12}},{"id":"958dbf5b-3163-4d9b-a1fb-ae85f01da477","block_type":"box","text":"sold and repurchased its PFIC stock at the end of each year. In such case, an Underlying Fund would report any such gains as","page_number":112,"box":{"x":89,"y":161,"width":874,"height":12}},{"id":"0e9c6ec1-6d90-4082-8775-4c401b02db46","block_type":"box","text":"ordinary income and would deduct any such losses as ordinary losses to the extent of previously recognized gains. The","page_number":112,"box":{"x":89,"y":176,"width":832,"height":13}},{"id":"f2f9dd3d-8721-46dd-b808-6c99b67c3f35","block_type":"box","text":"election must be made separately for each PFIC owned by an Underlying Fund and, once made, would be effective for all","page_number":112,"box":{"x":89,"y":191,"width":841,"height":13}},{"id":"19dfbea9-1eb4-4db5-bb05-7a855177912f","block_type":"box","text":"subsequent taxable years, unless revoked with the consent of the IRS. By making the election, an Underlying Fund could","page_number":112,"box":{"x":89,"y":206,"width":840,"height":13}},{"id":"5b9b4592-10f7-414e-9cd2-41eaf633e715","block_type":"box","text":"potentially ameliorate the adverse tax consequences with respect to its ownership of shares in a PFIC, but in any particular","page_number":112,"box":{"x":89,"y":222,"width":856,"height":12}},{"id":"675a6ddf-b9b5-4677-8224-e4f8c98ea648","block_type":"box","text":"year may be required to recognize income in excess of the distributions it receives from PFICs and its proceeds from","page_number":112,"box":{"x":88,"y":237,"width":809,"height":12}},{"id":"2b941f5a-c01f-4825-86a0-3a1877b7b9b8","block_type":"box","text":"dispositions of PFIC stock. An Underlying Fund may have to distribute this “phantom” income and gain to satisfy the 90%","page_number":112,"box":{"x":89,"y":252,"width":853,"height":12}},{"id":"91c954f9-fa7c-459d-8efd-30b3be5eebd5","block_type":"box","text":"distribution requirement and to avoid imposition of the 4% excise tax.","page_number":112,"box":{"x":89,"y":267,"width":488,"height":12}},{"id":"c7f4ee83-421b-4c3d-825a-2634f9a5e102","block_type":"box","text":"An Underlying Fund will make the appropriate tax elections, if possible, and take any additional steps that are necessary to","page_number":112,"box":{"x":88,"y":293,"width":857,"height":13}},{"id":"89787298-cb21-474e-9974-ff5278760222","block_type":"box","text":"mitigate the effects of these rules.","page_number":112,"box":{"x":89,"y":308,"width":236,"height":13}},{"id":"675db13c-ef78-43b1-82e3-63137a9abee6","block_type":"box","text":"Reporting.","page_number":112,"box":{"x":89,"y":336,"width":74,"height":11}},{"id":"b5469177-2cd8-42ce-be17-71730939e826","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":112,"box":{"x":173,"y":335,"width":720,"height":12}},{"id":"aad46ba3-3de8-4a4f-bb6b-665d2883372e","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":112,"box":{"x":89,"y":350,"width":871,"height":12}},{"id":"2189aa2c-4fe1-4973-9428-789f2645c91b","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":112,"box":{"x":89,"y":365,"width":855,"height":12}},{"id":"9d7acf6e-81e9-42ec-ac53-1801b408d444","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":112,"box":{"x":89,"y":380,"width":797,"height":13}},{"id":"06050d92-291f-4b68-acd8-9a7aedf92ee8","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":112,"box":{"x":89,"y":395,"width":851,"height":13}},{"id":"afcdd0b8-95a6-42fc-97c1-14e18fb58520","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":112,"box":{"x":89,"y":410,"width":868,"height":13}},{"id":"4df65df8-bfa6-4d33-9448-457af6f73429","block_type":"box","text":"Other Taxes.","page_number":112,"box":{"x":89,"y":437,"width":89,"height":10}},{"id":"36a4b6f9-e0c7-4080-bad5-22049da601a1","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":112,"box":{"x":188,"y":437,"width":758,"height":12}},{"id":"d6dfb31b-40fd-42f5-9be8-9d97ae37228e","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":112,"box":{"x":88,"y":452,"width":414,"height":12}},{"id":"e94d90c7-b324-4fa4-b77b-2276ecb55f07","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":112,"box":{"x":88,"y":479,"width":252,"height":9}},{"id":"adbe18af-4319-4eaa-bb57-1cdece85e182","block_type":"box","text":"Dividends paid by a Fund to non-U.S. shareholders are generally subject to withholding","page_number":112,"box":{"x":350,"y":479,"width":608,"height":12}},{"id":"c702f0e7-25d3-47ec-8c6f-cc0458bf3dd5","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":112,"box":{"x":88,"y":494,"width":879,"height":12}},{"id":"87bda5de-de92-43b3-a593-dea1079002ba","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":112,"box":{"x":89,"y":509,"width":869,"height":12}},{"id":"ed4c1692-511d-460e-a1da-76bc7e21a5bc","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":112,"box":{"x":89,"y":524,"width":869,"height":12}},{"id":"216c6215-4965-4e5d-b860-71a3f8a80b5f","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":112,"box":{"x":88,"y":539,"width":864,"height":12}},{"id":"91908432-b7a6-4921-af8e-6a5d2f78b67a","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":112,"box":{"x":88,"y":554,"width":868,"height":12}},{"id":"74da0b12-b088-4062-8e46-8ce3174fbc68","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":112,"box":{"x":89,"y":569,"width":852,"height":13}},{"id":"df3dd00d-73a7-4f19-b314-90dc3278645d","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":112,"box":{"x":88,"y":584,"width":828,"height":13}},{"id":"e24b0f01-76bf-4cff-b584-289e736b41bb","block_type":"box","text":"shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch","page_number":112,"box":{"x":89,"y":599,"width":837,"height":13}},{"id":"12c4de62-3359-438d-ba61-ff565d32e67c","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":112,"box":{"x":89,"y":615,"width":876,"height":12}},{"id":"60bdb7cc-0bd3-4632-9e15-c7832c4a3de2","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":112,"box":{"x":89,"y":630,"width":751,"height":12}},{"id":"31818425-c7b2-4a4f-9db9-d803a456d945","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the","page_number":112,"box":{"x":89,"y":656,"width":860,"height":13}},{"id":"f4219409-0917-489f-93a3-e6cf906c1209","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":112,"box":{"x":89,"y":671,"width":827,"height":13}},{"id":"e0d1f847-eb59-4c24-8a94-7c7a44b0b9e3","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":112,"box":{"x":89,"y":686,"width":835,"height":13}},{"id":"03b08805-e0c0-484a-b790-7c3c348d8cac","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":112,"box":{"x":89,"y":702,"width":867,"height":12}},{"id":"16a0de34-1784-4c56-97dc-6f57ff93c476","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":112,"box":{"x":89,"y":717,"width":866,"height":12}},{"id":"ff4eace1-a301-4a76-86f6-0ea2ed56602f","block_type":"box","text":"taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible","page_number":112,"box":{"x":88,"y":732,"width":837,"height":12}},{"id":"ea91f292-6025-4c1f-bf5a-811033b92850","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":112,"box":{"x":89,"y":747,"width":870,"height":12}},{"id":"7a1ba639-893e-43ec-a58b-842cfa3ccc16","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":112,"box":{"x":89,"y":762,"width":856,"height":12}},{"id":"c53dadd5-1144-4a78-b3c8-57b17dcb5d4a","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":112,"box":{"x":89,"y":777,"width":853,"height":12}},{"id":"f64fe8ba-7da9-45f1-9ed5-fe6c4a1f60b2","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":112,"box":{"x":89,"y":792,"width":838,"height":13}},{"id":"4abb1947-6232-43a1-bd60-1e503f21d9b6","block_type":"box","text":"intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or","page_number":112,"box":{"x":89,"y":807,"width":818,"height":13}},{"id":"836969b7-921c-41ee-964b-9ed75b33a022","block_type":"box","text":"qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of","page_number":112,"box":{"x":89,"y":822,"width":878,"height":13}},{"id":"7b75b02e-4ac8-466b-acf2-61b334ec3976","block_type":"box","text":"these rules to their accounts.","page_number":112,"box":{"x":88,"y":838,"width":203,"height":9}},{"id":"d659964d-9339-40b2-b690-b2b38fd2136a","block_type":"box","text":"98","page_number":112,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"0b60c589-5abf-40d2-aba2-b2fdba134d58","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":113,"box":{"x":88,"y":44,"width":862,"height":12}},{"id":"a850f641-bffb-4d26-a19b-17b462a55a1b","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":113,"box":{"x":89,"y":59,"width":864,"height":12}},{"id":"8524fb8c-4ed6-4b88-b736-a222eababdf8","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":113,"box":{"x":89,"y":74,"width":850,"height":12}},{"id":"df63e78b-eae7-4cf3-b788-9f5f294586bf","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":113,"box":{"x":89,"y":89,"width":870,"height":13}},{"id":"ee6a3484-2f1e-497f-a4d9-518b4ce1ce3c","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":113,"box":{"x":88,"y":104,"width":875,"height":13}},{"id":"9d730c6d-4022-4e64-8222-24172aa5c46f","block_type":"box","text":"the distribution. If the foreign shareholder held at least 5% of the Fund’s shares, the distribution would be treated as income","page_number":113,"box":{"x":88,"y":119,"width":869,"height":13}},{"id":"7d00a18a-4825-4c02-99d2-f5a20beca010","block_type":"box","text":"effectively connected with a trade or business within the U.S. and the foreign shareholder would be subject to withholding","page_number":113,"box":{"x":89,"y":135,"width":854,"height":12}},{"id":"61487abf-751f-48e4-bd71-295961a446aa","block_type":"box","text":"tax at a rate of 21% and would generally be required to file a U.S. federal income tax return.","page_number":113,"box":{"x":88,"y":150,"width":638,"height":12}},{"id":"ae5190b5-15c0-4e2d-b70e-7efb596eff5c","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":113,"box":{"x":88,"y":176,"width":846,"height":13}},{"id":"c8b48753-4851-48e8-98df-6033eb4c81c6","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":113,"box":{"x":89,"y":191,"width":860,"height":13}},{"id":"ec05ce2a-5d8b-4a1f-a560-fb115219fd01","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":113,"box":{"x":88,"y":206,"width":881,"height":13}},{"id":"10ed2b67-40e2-4022-816f-84bd74db5443","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":113,"box":{"x":89,"y":222,"width":857,"height":12}},{"id":"555cab59-2ebb-487f-a0b7-d348236c1c50","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":113,"box":{"x":89,"y":237,"width":870,"height":12}},{"id":"21bc7189-763f-477f-b275-47befa6361dd","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":113,"box":{"x":88,"y":252,"width":664,"height":12}},{"id":"30a59d3a-d626-40a5-a510-623092a0f6aa","block_type":"box","text":"The rules laid out in the previous two paragraphs, other than the withholding rules, will apply notwithstanding certain of the","page_number":113,"box":{"x":88,"y":278,"width":870,"height":13}},{"id":"f216eab7-f33b-48ae-82cc-f77fbde6fd0a","block_type":"box","text":"Fund’s participation in a wash sale transaction or its payment of a substitute dividend.","page_number":113,"box":{"x":89,"y":293,"width":601,"height":13}},{"id":"70308b4c-b88e-4bed-a551-dd172282b0ca","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":113,"box":{"x":88,"y":320,"width":825,"height":12}},{"id":"b9f616b3-c7cb-419b-a4a6-0d5f42ea9b48","block_type":"box","text":"particular tax consequences to them of an investment in a Fund.","page_number":113,"box":{"x":89,"y":335,"width":450,"height":12}},{"id":"53733340-f9d7-40ca-aa16-f219b8c25165","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":113,"box":{"x":88,"y":361,"width":871,"height":13}},{"id":"e588af20-ee1d-4ece-a1b5-a52f1d0d0076","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":113,"box":{"x":88,"y":376,"width":822,"height":13}},{"id":"eaaebd5a-9871-4f64-a871-12f38d3cf970","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":113,"box":{"x":89,"y":392,"width":866,"height":12}},{"id":"ece135c0-aec1-4b3e-988a-7e8f63196955","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":113,"box":{"x":89,"y":407,"width":846,"height":12}},{"id":"4d0aa881-df95-44cf-9c13-f840432b8b1f","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":113,"box":{"x":89,"y":422,"width":841,"height":12}},{"id":"700184e5-0a89-47a2-8334-815bf21ae52b","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":113,"box":{"x":89,"y":437,"width":817,"height":12}},{"id":"a3b076a3-5fea-4998-a67c-57a83e1d6895","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":113,"box":{"x":89,"y":452,"width":830,"height":12}},{"id":"4df491f5-dfbe-4333-9906-c352fd7133e5","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":113,"box":{"x":89,"y":467,"width":861,"height":13}},{"id":"95778888-08b9-4d77-87bf-fd28cef79fc8","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":113,"box":{"x":89,"y":482,"width":835,"height":13}},{"id":"e54cf88c-965b-4b52-b2e1-f3c781941613","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":113,"box":{"x":89,"y":497,"width":873,"height":13}},{"id":"da9c2522-f2c9-4824-b180-8081974050dc","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":113,"box":{"x":89,"y":513,"width":849,"height":12}},{"id":"602b6d29-43d0-4e04-b0dc-4e8595286e0e","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":113,"box":{"x":89,"y":528,"width":862,"height":12}},{"id":"48ada4ae-377b-4da8-9399-71ac36d62e8c","block_type":"box","text":"unless certain exceptions apply.","page_number":113,"box":{"x":89,"y":543,"width":220,"height":12}},{"id":"682a35be-8139-440c-ac70-d6559aacd57b","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":113,"box":{"x":88,"y":569,"width":857,"height":13}},{"id":"0ed4fc7d-fb10-475b-a257-b727ef1e5d34","block_type":"box","text":"estate tax.","page_number":113,"box":{"x":89,"y":586,"width":70,"height":8}},{"id":"a4f7b7c9-9273-4ef0-8682-45d18781b7cf","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":113,"box":{"x":88,"y":611,"width":872,"height":12}},{"id":"b2c7c211-62b3-404f-9d8e-e03e3bb93824","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":113,"box":{"x":89,"y":626,"width":864,"height":12}},{"id":"157cacdd-3880-4898-bdf6-1dbfff1b1dd0","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":113,"box":{"x":89,"y":641,"width":874,"height":12}},{"id":"68d9827b-2294-4082-8bff-227d6161c83b","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":113,"box":{"x":89,"y":656,"width":782,"height":13}},{"id":"6f6387e4-1ff9-4d49-af21-a9dd01b4460c","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":113,"box":{"x":89,"y":671,"width":826,"height":13}},{"id":"42241c5b-2fbc-474c-940f-143f2946f695","block_type":"box","text":"discussed above, and such changes often occur.","page_number":113,"box":{"x":89,"y":686,"width":336,"height":13}},{"id":"dc91f358-6bb5-4e4c-832d-a2f95070e238","block_type":"box","text":"Financial Statements","page_number":113,"box":{"x":91,"y":717,"width":348,"height":23}},{"id":"ddf64ebb-8b45-4ecb-b08e-1dfc9670ee3e","block_type":"box","text":"Each Fund’s audited Financial Statements, including the Financial Highlights, appearing in the applicable Annual Report to","page_number":113,"box":{"x":89,"y":758,"width":855,"height":13}},{"id":"7ed1ad54-b652-4938-b272-335d9e9b314e","block_type":"box","text":"Shareholders and the report therein of PricewaterhouseCoopers LLP, an independent registered public accounting firm, are","page_number":113,"box":{"x":88,"y":773,"width":861,"height":13}},{"id":"06123515-596f-4122-908c-87bc2e25c22e","block_type":"box","text":"hereby incorporated by reference in this SAI. The applicable Annual Report to Shareholders, which contains the referenced","page_number":113,"box":{"x":89,"y":788,"width":855,"height":13}},{"id":"e7d02a58-64eb-44fe-84fb-71a3080003a0","block_type":"box","text":"audited financial statements, is available upon request and without charge.","page_number":113,"box":{"x":89,"y":804,"width":524,"height":12}},{"id":"bfe071b9-3fba-4fbd-8273-edb93cfafb07","block_type":"box","text":"99","page_number":113,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"946d585c-6544-4a1d-b30c-bafd123dff7a","block_type":"box","text":"Miscellaneous Information","page_number":114,"box":{"x":90,"y":44,"width":446,"height":24}},{"id":"cc1a991b-a7b8-4360-ac8c-c59c6d83d5cd","block_type":"box","text":"Counsel.","page_number":114,"box":{"x":89,"y":85,"width":61,"height":10}},{"id":"20e3e1a8-3566-4236-95dd-b94a20061b39","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":114,"box":{"x":159,"y":85,"width":733,"height":13}},{"id":"1783d73c-8ec0-4f8e-9f85-47b1f2fe4c69","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":114,"box":{"x":89,"y":112,"width":349,"height":12}},{"id":"9110ed86-ecfe-469a-aec6-fc947b28c8ab","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":114,"box":{"x":448,"y":112,"width":488,"height":12}},{"id":"c2e44c42-d1ed-4937-b54a-2a3b4c530934","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Funds’","page_number":114,"box":{"x":89,"y":127,"width":867,"height":12}},{"id":"8b9bd094-c061-4dfe-aa0f-351a6653a9d2","block_type":"box","text":"financial statements, and may perform other services.","page_number":114,"box":{"x":88,"y":142,"width":377,"height":12}},{"id":"d993b8c7-2771-44bc-9502-c2ad683b626e","block_type":"box","text":"Shareholder Communications to the Board.","page_number":114,"box":{"x":88,"y":169,"width":313,"height":9}},{"id":"0b748d54-74e2-49e3-8620-785761cb7692","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":114,"box":{"x":409,"y":169,"width":555,"height":12}},{"id":"1396e8ca-baba-4af4-971c-784dfe0b5989","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":114,"box":{"x":89,"y":184,"width":863,"height":12}},{"id":"e8d1211b-9fe9-461e-8fe5-c5e1d5e3a681","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":114,"box":{"x":89,"y":199,"width":796,"height":11}},{"id":"3cca6766-a7ea-4422-9bf4-1c668ecbb5e4","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":114,"box":{"x":89,"y":214,"width":868,"height":12}},{"id":"b4fba9ae-a744-42e5-8b74-11d1274c2642","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":114,"box":{"x":89,"y":229,"width":863,"height":12}},{"id":"629511c3-1b47-4881-9f79-8e0ff0f24fd0","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":114,"box":{"x":89,"y":244,"width":814,"height":13}},{"id":"534516ad-7b37-403a-89f9-df9943c6cb00","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":114,"box":{"x":89,"y":259,"width":867,"height":13}},{"id":"49ac6764-02ca-4590-b75b-2c7784ceec02","block_type":"box","text":"Trust and reported to the Board.","page_number":114,"box":{"x":88,"y":274,"width":224,"height":13}},{"id":"74e5e777-1087-4419-93ca-f81a2c64ae4f","block_type":"box","text":"Investors’ Rights.","page_number":114,"box":{"x":89,"y":301,"width":122,"height":12}},{"id":"663ee055-f143-4387-8872-1aa197992794","block_type":"box","text":"The Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":114,"box":{"x":220,"y":301,"width":662,"height":12}},{"id":"1500d4d6-43df-4129-8d4b-2f6c08d9615e","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":114,"box":{"x":89,"y":316,"width":859,"height":12}},{"id":"c3604e35-a3f7-4bcf-9356-b5c5ec97ca91","block_type":"box","text":"out in this SAI. Investors who acquire shares of the Fund are not parties to the relevant agreement with these service","page_number":114,"box":{"x":89,"y":331,"width":814,"height":12}},{"id":"db13ff6c-9574-4817-8acf-a2501a03222b","block_type":"box","text":"providers and do not have express contractual rights against the Fund or its service providers, except certain institutional","page_number":114,"box":{"x":89,"y":346,"width":845,"height":13}},{"id":"2e4c69c5-8201-47ed-a615-3899a3403b2b","block_type":"box","text":"investors that are Authorized Participants may have certain express contractual rights with respect to the Distributor under","page_number":114,"box":{"x":89,"y":361,"width":859,"height":13}},{"id":"5091fdce-a886-4d89-97bb-c9dca253ddeb","block_type":"box","text":"the terms of the relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law","page_number":114,"box":{"x":88,"y":376,"width":876,"height":13}},{"id":"ff9af527-a5d2-4541-be4c-1f622ac509c1","block_type":"box","text":"against the Fund or its service providers. In the event that an investor considers that it may have a claim against the Fund, or","page_number":114,"box":{"x":89,"y":392,"width":870,"height":12}},{"id":"36f84d05-e884-4d53-b2d6-728baede27d8","block_type":"box","text":"against any service provider in connection with its investment in the Fund, such investor should consult its own legal advisor.","page_number":114,"box":{"x":89,"y":407,"width":874,"height":12}},{"id":"75820145-74db-4aa3-b101-c2df9fbf14e7","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":114,"box":{"x":89,"y":433,"width":872,"height":13}},{"id":"dbce294e-9a67-4af4-b001-a0d16c60c0c2","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":114,"box":{"x":89,"y":448,"width":829,"height":13}},{"id":"e0a8d55e-bc62-4c5e-b572-197c6d13ace9","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":114,"box":{"x":88,"y":463,"width":828,"height":13}},{"id":"7ff9aef6-d283-4c65-9f8f-e728cde954a8","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":114,"box":{"x":89,"y":479,"width":567,"height":12}},{"id":"0c793fd2-8ee4-473d-a202-13d5359074a2","block_type":"box","text":"100","page_number":114,"box":{"x":517,"y":894,"width":24,"height":9}},{"id":"70a0612a-fc86-4212-9265-bc00200f78ca","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":115,"box":{"x":88,"y":44,"width":578,"height":30}},{"id":"3a389520-9767-4a19-a8f2-7ace574834e2","block_type":"box","text":"A-1","page_number":115,"box":{"x":515,"y":894,"width":23,"height":9}},{"id":"87445db8-aedd-410e-88bd-5ac80431eb7d","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":116,"box":{"x":122,"y":44,"width":812,"height":30}},{"id":"a97099c1-938f-45a5-90a9-8affe3eadfdf","block_type":"box","text":"Proxy Voting Policy","page_number":116,"box":{"x":364,"y":77,"width":331,"height":30}},{"id":"93c6c5a8-033c-4f42-9272-e13d0b26da47","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":116,"box":{"x":88,"y":121,"width":484,"height":12}},{"id":"44b6d797-8f6a-4ede-a880-dbd4c31b1075","block_type":"box","text":"Effective Date: January 1, 2025","page_number":116,"box":{"x":89,"y":147,"width":218,"height":13}},{"id":"3be61925-a4ce-420f-9a25-8f51fe079fed","block_type":"box","text":"________________________________________","page_number":116,"box":{"x":88,"y":184,"width":326,"height":1}},{"id":"f46418db-ed25-4ed8-8d85-08a70f5bebaf","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":116,"box":{"x":88,"y":200,"width":507,"height":12}},{"id":"70575115-192c-405a-a214-4dae3d143d85","block_type":"box","text":"□","page_number":116,"box":{"x":89,"y":227,"width":14,"height":12}},{"id":"05df789a-93e2-4cfa-bd50-907418a59746","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":116,"box":{"x":110,"y":227,"width":391,"height":12}},{"id":"44bdcb16-2890-427c-bec9-2de5d0cf8b0a","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":116,"box":{"x":109,"y":253,"width":596,"height":12}},{"id":"3d9182f1-8d8f-4d9a-bad0-909b73fbdfbc","block_type":"box","text":"□","page_number":116,"box":{"x":89,"y":280,"width":14,"height":11}},{"id":"1e2bda7d-df77-4207-bad5-3e5388dc416b","block_type":"box","text":"Money Market Funds","page_number":116,"box":{"x":109,"y":279,"width":148,"height":13}},{"id":"cb936ec6-fc1f-43fc-83f0-e300c17eb37c","block_type":"box","text":"□","page_number":116,"box":{"x":89,"y":307,"width":14,"height":11}},{"id":"96818876-1070-47b9-8d38-e41b70b210a3","block_type":"box","text":"Closed-End Funds","page_number":116,"box":{"x":109,"y":306,"width":126,"height":10}},{"id":"e2f3bc15-c851-4fd9-9df7-5140129db311","block_type":"box","text":"□","page_number":116,"box":{"x":89,"y":333,"width":14,"height":11}},{"id":"1058e4f0-f79c-4f55-a0f2-d6e161e3fa45","block_type":"box","text":"Other","page_number":116,"box":{"x":109,"y":332,"width":40,"height":10}},{"id":"81dd93ed-9d21-4a67-baf6-59740da8a0a5","block_type":"box","text":"________________________________________","page_number":116,"box":{"x":88,"y":369,"width":326,"height":1}},{"id":"da4b0c2c-f84f-478d-a832-0e5a63a6dad1","block_type":"box","text":"Objective and Scope","page_number":116,"box":{"x":89,"y":385,"width":146,"height":13}},{"id":"c0ee0a44-2493-4d28-9d99-b5ac4c932911","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":116,"box":{"x":88,"y":412,"width":623,"height":12}},{"id":"a94ad1d6-b6c3-49aa-8dbe-66053122bd29","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":116,"box":{"x":89,"y":438,"width":356,"height":13}},{"id":"1961f23d-9890-4390-81a9-d992d1b44631","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":116,"box":{"x":88,"y":465,"width":873,"height":12}},{"id":"7a973beb-66ca-430c-82d5-bd8493407c3d","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":116,"box":{"x":89,"y":480,"width":835,"height":12}},{"id":"adf8cdfa-789a-4726-b630-e79acf6b1a86","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":116,"box":{"x":89,"y":495,"width":853,"height":12}},{"id":"c4272115-96ee-48b8-9115-c5e4fafb2781","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":116,"box":{"x":88,"y":510,"width":878,"height":12}},{"id":"3533f27c-ed22-4641-b3d5-059c1132fea1","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":116,"box":{"x":88,"y":525,"width":850,"height":12}},{"id":"0ef15a06-2e54-4aa4-bad0-cdd9f1dfe174","block_type":"box","text":"agreements.","page_number":116,"box":{"x":89,"y":542,"width":85,"height":11}},{"id":"d497695f-a7c0-4c5e-90ad-0631082c59e8","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":116,"box":{"x":89,"y":567,"width":849,"height":12}},{"id":"5024e2d8-c6b3-40e2-8726-48670680fdcb","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":116,"box":{"x":88,"y":582,"width":821,"height":12}},{"id":"b9f83bc8-1532-4879-9fc5-a41127ffbf88","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":116,"box":{"x":89,"y":597,"width":874,"height":12}},{"id":"bf7d7307-fecf-425e-82ec-31f5ddc358d5","block_type":"box","text":"any.","page_number":116,"box":{"x":89,"y":615,"width":25,"height":9}},{"id":"d7016bc0-e548-48fe-8171-a3bdb4906584","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":116,"box":{"x":89,"y":639,"width":876,"height":12}},{"id":"14f2013c-56e7-467b-8cc3-01ca5b5814a6","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":116,"box":{"x":89,"y":654,"width":611,"height":12}},{"id":"b5cbcc55-a5bd-42c7-99af-50ecb6ad8f59","block_type":"box","text":"Conflicts Management","page_number":116,"box":{"x":89,"y":680,"width":164,"height":12}},{"id":"f0277a6d-1d21-4a07-a0c8-44b6413b4ca6","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":116,"box":{"x":89,"y":707,"width":860,"height":12}},{"id":"cbf763bb-a0a0-4eb5-8d3c-275891d5f617","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":116,"box":{"x":89,"y":722,"width":775,"height":12}},{"id":"44afd374-118c-4362-9b9b-11a39627dc32","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":116,"box":{"x":89,"y":737,"width":851,"height":12}},{"id":"9050af31-05c1-4776-b0b9-2084b76b7374","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":116,"box":{"x":89,"y":752,"width":875,"height":12}},{"id":"34502e4d-1b50-4417-bf27-1c302046b8ac","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":116,"box":{"x":89,"y":767,"width":844,"height":12}},{"id":"71213a43-8b50-45d6-8a3c-d19215344dc9","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":116,"box":{"x":89,"y":782,"width":646,"height":12}},{"id":"db016dc7-31a8-4ee3-b7a9-dd611463cabb","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":116,"box":{"x":89,"y":809,"width":769,"height":12}},{"id":"b08bafe1-f191-4c15-8169-705d41504c31","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":116,"box":{"x":89,"y":824,"width":784,"height":12}},{"id":"d344a30b-fd62-48a5-a091-a4ebad855a9d","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":116,"box":{"x":89,"y":839,"width":452,"height":12}},{"id":"266a2961-a6df-4306-9b29-19d694c9e025","block_type":"box","text":"A-2","page_number":116,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"93e56449-a2e1-45ec-b256-3122715741dc","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":117,"box":{"x":88,"y":44,"width":869,"height":12}},{"id":"5b432d0a-f9eb-418f-aab4-4ef2a59a912e","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":117,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"7b0e2141-c02e-49d8-baae-1bb9546f207f","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":117,"box":{"x":88,"y":74,"width":764,"height":12}},{"id":"c0c62913-1c87-46f2-8521-b6382dd083ea","block_type":"box","text":"Reports to the Board","page_number":117,"box":{"x":89,"y":101,"width":147,"height":12}},{"id":"31fb0d1f-2e47-4a37-a083-48248cb542bf","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":117,"box":{"x":89,"y":127,"width":860,"height":12}},{"id":"d836cfc4-9755-4102-a275-c240885c673b","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":117,"box":{"x":89,"y":142,"width":863,"height":12}},{"id":"642fa15c-bdc5-4b93-b98e-a22e5b3e074d","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":117,"box":{"x":89,"y":157,"width":854,"height":13}},{"id":"8fdcc42e-e5b9-424f-a1b0-c1c939c3bfee","block_type":"box","text":"that have not previously been reported.","page_number":117,"box":{"x":88,"y":172,"width":275,"height":13}},{"id":"4d636683-ff2e-44cb-b788-5aa5f22693b9","block_type":"box","text":"Appendix A","page_number":117,"box":{"x":88,"y":199,"width":85,"height":12}},{"id":"b3a894a0-32f2-4e07-8e6f-ceb754ed72e4","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":117,"box":{"x":89,"y":225,"width":336,"height":10}},{"id":"c702a863-0406-4d8d-895b-05fbadc24345","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":117,"box":{"x":89,"y":252,"width":402,"height":9}},{"id":"4e933d8b-2662-45d6-ba15-8bd56ba30a27","block_type":"box","text":"A-3","page_number":117,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"61841a06-6e63-424a-a3d3-91d29d354005","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":118,"box":{"x":168,"y":44,"width":721,"height":30}},{"id":"d59215a6-b8a5-4b99-af90-b23e8705d5e5","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":118,"box":{"x":89,"y":88,"width":303,"height":12}},{"id":"e52d60c8-7493-43ef-85ff-f4508392ec32","block_type":"box","text":"Effective as of January 2025","page_number":118,"box":{"x":106,"y":114,"width":197,"height":13}},{"id":"364745e0-f9a1-45f5-b5f0-a2b4de12d743","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":118,"box":{"x":170,"y":177,"width":716,"height":9}},{"id":"2283e1af-22f0-4414-a72e-eac7676c4224","block_type":"box","text":"Introduction to BlackRock","page_number":118,"box":{"x":171,"y":195,"width":180,"height":10}},{"id":"84fd3768-3ac8-4b68-9383-d7c057306350","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":118,"box":{"x":356,"y":196,"width":530,"height":9}},{"id":"ff8482f4-3187-4c88-8a3c-fce94d013c63","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":118,"box":{"x":170,"y":214,"width":340,"height":12}},{"id":"77f5e1cc-4036-49d1-aeb5-6ea51ec31f40","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":118,"box":{"x":512,"y":214,"width":374,"height":10}},{"id":"f4e63810-71d0-404c-94b9-434e68d0f0f0","block_type":"box","text":"Our approach to stewardship within active equities","page_number":118,"box":{"x":170,"y":233,"width":356,"height":12}},{"id":"ece495e5-c2df-4c70-8c25-61a8547af5e8","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":118,"box":{"x":532,"y":233,"width":354,"height":10}},{"id":"2602a9ec-332d-4018-9cfb-f311a2f70148","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":118,"box":{"x":170,"y":252,"width":347,"height":12}},{"id":"623b5168-be9e-41f7-b8cf-e9d4712ac9a1","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":118,"box":{"x":519,"y":252,"width":367,"height":9}},{"id":"0b439eab-c426-4eb4-a431-91e4022daa8c","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":118,"box":{"x":171,"y":271,"width":715,"height":9}},{"id":"4c137f61-f7f2-4067-b9d7-0e91c3af91f2","block_type":"box","text":"Executive compensation","page_number":118,"box":{"x":171,"y":290,"width":169,"height":12}},{"id":"ccdccdd4-01b2-45fc-a492-58b93b828d63","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8","page_number":118,"box":{"x":343,"y":290,"width":543,"height":9}},{"id":"247533d8-0864-47cc-ba58-2af6efa53002","block_type":"box","text":"Non-executive director compensation","page_number":118,"box":{"x":171,"y":308,"width":263,"height":13}},{"id":"58effc0a-6359-41b7-ad44-45433a74c073","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":118,"box":{"x":440,"y":309,"width":446,"height":9}},{"id":"8d675b03-6e51-42ed-a83e-9d399a7611b4","block_type":"box","text":"Capital structure","page_number":118,"box":{"x":170,"y":327,"width":116,"height":13}},{"id":"199d885b-ea42-4489-8e69-251718fa65f7","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":118,"box":{"x":290,"y":328,"width":596,"height":9}},{"id":"96322489-6477-4ce3-9541-bd16569337fa","block_type":"box","text":"Transactions and special situations","page_number":118,"box":{"x":169,"y":346,"width":245,"height":13}},{"id":"7be0d720-358d-49bf-a8ee-a299117eea3d","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":118,"box":{"x":421,"y":347,"width":465,"height":9}},{"id":"b4bed33e-d6e7-4910-b9d9-c55cb35d6f51","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":118,"box":{"x":170,"y":365,"width":341,"height":12}},{"id":"dbddfed2-56d3-489d-be3b-43fd271c2a04","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":118,"box":{"x":512,"y":366,"width":371,"height":9}},{"id":"a7c89e8f-7373-4a0b-9613-6c5d40665e97","block_type":"box","text":"Shareholder rights and protections","page_number":118,"box":{"x":170,"y":384,"width":243,"height":12}},{"id":"685820d8-a856-4054-99f6-f6a9b72f3d11","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":118,"box":{"x":421,"y":385,"width":465,"height":9}},{"id":"517ea091-1927-482d-ae68-65c26d9aeaaa","block_type":"box","text":"Shareholder proposals","page_number":118,"box":{"x":170,"y":403,"width":156,"height":12}},{"id":"204f0154-d4f6-420c-b6c2-9b24f6adcbf1","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":118,"box":{"x":329,"y":403,"width":557,"height":10}},{"id":"ddb57025-be9d-42d3-80b5-0153d1acc504","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":118,"box":{"x":170,"y":422,"width":716,"height":12}},{"id":"260f4085-e9cb-4af2-8a4c-5d6fb7885460","block_type":"box","text":"Sustainability, or environmental and social, considerations","page_number":118,"box":{"x":170,"y":441,"width":405,"height":12}},{"id":"2f1166da-22b4-4bff-ba06-9402b5c46635","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":118,"box":{"x":577,"y":441,"width":309,"height":9}},{"id":"13e2e610-8274-423b-8364-96e238445d24","block_type":"box","text":"Key stakeholders","page_number":118,"box":{"x":171,"y":460,"width":116,"height":12}},{"id":"25e95cc3-63b5-47c8-9502-724d3628f42c","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":118,"box":{"x":290,"y":460,"width":596,"height":9}},{"id":"f5f749c9-8028-44c1-bd4b-f1d45a0de6d0","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":118,"box":{"x":170,"y":479,"width":357,"height":12}},{"id":"4b50d8a6-c0dd-4680-89cc-655208d1c4db","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":118,"box":{"x":532,"y":479,"width":354,"height":9}},{"id":"21fd1d63-7b30-466d-97df-f8b26eb4c530","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":118,"box":{"x":170,"y":497,"width":621,"height":13}},{"id":"7ae85964-a30c-44c7-9ee1-10accd3bb230","block_type":"box","text":". . . . . . . . . .A-14","page_number":118,"box":{"x":793,"y":498,"width":93,"height":9}},{"id":"82b77219-a6d2-4e14-be61-9d404218fe6e","block_type":"box","text":"Overview","page_number":118,"box":{"x":89,"y":531,"width":67,"height":9}},{"id":"73634b9e-0cd2-43b3-b72e-19ceeb6cbb87","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":118,"box":{"x":88,"y":557,"width":828,"height":12}},{"id":"b9e548ad-a55f-4ea9-a198-c8c46297c2e6","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with issuers. BAIS works in","page_number":118,"box":{"x":89,"y":572,"width":864,"height":12}},{"id":"50d2b4aa-1297-4ec4-b98f-054232a9f34e","block_type":"box","text":"partnership with BlackRock’s investment teams, excluding index equity, providing expertise on investment stewardship,","page_number":118,"box":{"x":89,"y":587,"width":834,"height":12}},{"id":"2dfc4ddb-b3c2-4866-a2a9-f81f428cacd5","block_type":"box","text":"engaging with companies on behalf of those teams when appropriate, and assisting in recommending, operationalizing and","page_number":118,"box":{"x":89,"y":602,"width":867,"height":12}},{"id":"f4763d00-21ce-4543-bd86-a7165c65af28","block_type":"box","text":"reporting on voting decisions. The guidance informs BAIS’ voting recommendations to BlackRock’s active portfolio","page_number":118,"box":{"x":89,"y":617,"width":802,"height":12}},{"id":"4c719efe-3318-45af-aecf-8831302cd205","block_type":"box","text":"managers. It applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions","page_number":118,"box":{"x":89,"y":632,"width":873,"height":13}},{"id":"a2be002c-f362-4869-83ea-e82d241fddaa","block_type":"box","text":"strategies. It also may apply to holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies","page_number":118,"box":{"x":89,"y":647,"width":878,"height":13}},{"id":"b7a6a36b-c6db-4fd2-aec1-03bed327113d","block_type":"box","text":"hold voting securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have","page_number":118,"box":{"x":89,"y":662,"width":864,"height":13}},{"id":"78af87c0-781c-4e76-9e79-4e7abc9e1f42","block_type":"box","text":"discretion as to how they integrate these guidelines within their investment processes in light of their clients’ or funds’","page_number":118,"box":{"x":89,"y":678,"width":827,"height":12}},{"id":"3824c35f-78f2-4475-824e-1033b0bf4800","block_type":"box","text":"investment objectives. There are separate, independently developed principles and voting policies that are applied to","page_number":118,"box":{"x":89,"y":693,"width":813,"height":12}},{"id":"c1195db1-878b-4825-aede-2681863c9ae2","block_type":"box","text":"BlackRock’s index equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":118,"box":{"x":89,"y":708,"width":792,"height":12}},{"id":"fe506b75-1c3b-46e7-b788-c9bbf2ae3428","block_type":"box","text":"Introduction to BlackRock","page_number":118,"box":{"x":89,"y":734,"width":187,"height":10}},{"id":"88f2f60f-5b58-434d-a4cc-c0fc8ff6ae0f","block_type":"box","text":"BlackRock’s purpose is to help more and more people experience financial well-being. We manage assets on behalf of","page_number":118,"box":{"x":89,"y":761,"width":825,"height":12}},{"id":"cec8fa6c-9042-424f-81ea-d76a9fc88e2b","block_type":"box","text":"institutional and individual clients, across a full spectrum of investment strategies, asset classes, and regions. Our client base","page_number":118,"box":{"x":89,"y":776,"width":871,"height":12}},{"id":"9f640c75-fdb5-4a75-b92e-327b831f1892","block_type":"box","text":"includes pension plans, endowments, foundations, charities, official institutions, insurers, and other financial institutions, as","page_number":118,"box":{"x":89,"y":791,"width":865,"height":12}},{"id":"6de2e38f-dedc-439a-926a-4f6c0365bede","block_type":"box","text":"well as individuals around the world.","page_number":118,"box":{"x":88,"y":806,"width":255,"height":10}},{"id":"bd8b28f0-7b9f-44cc-b859-8ddebcf701c6","block_type":"box","text":"A-4","page_number":118,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"bcca6982-80b7-4441-a4ad-81cd1e3c8753","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":119,"box":{"x":88,"y":44,"width":351,"height":12}},{"id":"2566de6c-d2db-4013-b1b0-c1144b5d589f","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":119,"box":{"x":89,"y":70,"width":861,"height":13}},{"id":"b836d6fa-09e2-49a2-9ba7-3620214adffc","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":119,"box":{"x":89,"y":85,"width":822,"height":13}},{"id":"36e57e6c-27e9-405e-8d40-e65a17fcfe9b","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":119,"box":{"x":89,"y":101,"width":861,"height":12}},{"id":"279026e8-7b09-4ced-bcfc-25252a35dddd","block_type":"box","text":"these Global Engagement and Voting Guidelines (“the Guidelines”) and insights from active investment analysts and portfolio","page_number":119,"box":{"x":88,"y":116,"width":879,"height":12}},{"id":"8344b576-580b-4e90-83a4-c12eb6c65bfc","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":119,"box":{"x":89,"y":131,"width":697,"height":12}},{"id":"2df0dcc6-b63b-44a9-a65f-45853598e0c1","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":119,"box":{"x":89,"y":157,"width":857,"height":13}},{"id":"c4647c70-b664-4d35-b733-ecf0c6944166","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":119,"box":{"x":88,"y":172,"width":862,"height":13}},{"id":"dd843953-0b9a-43c0-8ea4-c9b8a19f2122","block_type":"box","text":"opportunities to deliver durable, risk adjusted financial returns. Generally, portfolio managers and stewardship specialists","page_number":119,"box":{"x":89,"y":188,"width":844,"height":12}},{"id":"fe243d7a-9b1f-42a8-86d3-86e3254585c2","block_type":"box","text":"engage jointly on substantive matters. Our discussions focus on topics relevant to a company’s success over time including","page_number":119,"box":{"x":89,"y":203,"width":863,"height":12}},{"id":"7d7f3878-3531-4cd8-ba87-449634b1eed0","block_type":"box","text":"governance and leadership, corporate strategy, capital structure and financial performance, operations and sustainability","page_number":119,"box":{"x":89,"y":218,"width":850,"height":12}},{"id":"4278eca4-8b66-4e1e-ae9f-3f5daa033ca6","block_type":"box","text":"related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to be constructive investors and are","page_number":119,"box":{"x":89,"y":233,"width":837,"height":12}},{"id":"65b8fdb7-a497-4e08-9847-e200e0c75414","block_type":"box","text":"generally supportive of management teams that have a track record of financial value creation. We aim to build and maintain","page_number":119,"box":{"x":89,"y":248,"width":873,"height":12}},{"id":"402247ba-b0c5-4bc0-b065-55b67a537275","block_type":"box","text":"strong relationships with company leadership based on open dialogue and mutual respect.","page_number":119,"box":{"x":89,"y":263,"width":635,"height":12}},{"id":"6cdb1ea0-f048-47a2-b505-a35651aa01ae","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude the portfolio","page_number":119,"box":{"x":89,"y":290,"width":850,"height":12}},{"id":"ab6d175b-3455-4187-b6eb-e550393c2426","block_type":"box","text":"manager has to make independent voting decisions aligned with their portfolio objectives and investment strategy. For","page_number":119,"box":{"x":89,"y":305,"width":830,"height":12}},{"id":"3e044019-dbf4-4e07-9dc6-7fa4f6b87983","block_type":"box","text":"example, BAIS will generally vote the holdings in Systematic Active Equity portfolios in accordance with these guidelines. We","page_number":119,"box":{"x":89,"y":320,"width":870,"height":12}},{"id":"d94e56ef-d424-403f-9273-3cf1d0ce073c","block_type":"box","text":"provide voting recommendations to fundamental equity portfolio managers, who may determine to vote differently based on","page_number":119,"box":{"x":89,"y":335,"width":874,"height":12}},{"id":"11d9c848-02e0-4c88-8db9-222db3fbc29a","block_type":"box","text":"their portfolio investment objectives and strategy.","page_number":119,"box":{"x":88,"y":350,"width":346,"height":12}},{"id":"a968f819-6340-4385-9362-da45f8672f91","block_type":"box","text":"These guidelines discuss corporate governance topics on which we may engage with management teams and board","page_number":119,"box":{"x":88,"y":376,"width":818,"height":13}},{"id":"7013ecd5-acea-4ef3-8b84-579c92452f63","block_type":"box","text":"directors","page_number":119,"box":{"x":89,"y":392,"width":60,"height":9}},{"id":"f65484ce-5de4-4f4e-9d92-e28c60f85969","block_type":"box","text":"(1)","page_number":119,"box":{"x":151,"y":390,"width":14,"height":8}},{"id":"7dac3831-cded-4831-ba90-7d000bab99b5","block_type":"box","text":"and matters that routinely come to a shareholder vote. We recognize that accepted corporate governance norms","page_number":119,"box":{"x":170,"y":392,"width":789,"height":12}},{"id":"58669d60-bbc4-4d1a-b9aa-df7390c4482b","block_type":"box","text":"can differ across markets, and believe these guidelines represent globally applicable elements of governance that support a","page_number":119,"box":{"x":89,"y":407,"width":860,"height":12}},{"id":"95d802d7-2830-4a0d-b1a7-201d53f9d244","block_type":"box","text":"company’s ability to manage material risks and opportunities and deliver financial returns to investors. Generally, we believe","page_number":119,"box":{"x":89,"y":422,"width":865,"height":12}},{"id":"86a16931-5429-4e6c-bfa7-6237be8526a7","block_type":"box","text":"companies should observe accepted corporate governance norms within their local markets or, particularly in markets","page_number":119,"box":{"x":89,"y":437,"width":827,"height":12}},{"id":"0410f56e-dd24-4fda-ab9b-f2c438a9756c","block_type":"box","text":"without well-established norms, aspire to widely recognized international best practices. As one of many minority","page_number":119,"box":{"x":88,"y":452,"width":796,"height":12}},{"id":"e4384025-259f-4951-80dc-3ec1439290c4","block_type":"box","text":"shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. We look to","page_number":119,"box":{"x":89,"y":467,"width":820,"height":13}},{"id":"4975b9fb-eabd-4942-b268-dde71aaa7f25","block_type":"box","text":"companies to provide disclosures that explain how their approach to corporate governance best aligns with the financial","page_number":119,"box":{"x":89,"y":482,"width":842,"height":13}},{"id":"89f67cd0-192b-4c69-8ba9-ddef50e0cc57","block_type":"box","text":"interests of their investors.","page_number":119,"box":{"x":89,"y":497,"width":184,"height":10}},{"id":"adfefcad-b121-45b5-905f-f301150c89de","block_type":"box","text":"Our approach to stewardship within active equities","page_number":119,"box":{"x":89,"y":524,"width":368,"height":12}},{"id":"12cd12a5-faff-4d4e-8e96-08f857c443f9","block_type":"box","text":"As shareholders of public companies, BlackRock’s clients have certain fundamental rights, including the right to vote on","page_number":119,"box":{"x":88,"y":550,"width":838,"height":13}},{"id":"d076b8ff-ea4d-4405-a41c-863f0a6973b2","block_type":"box","text":"proposals put forth by a company’s management or its shareholders. The voting rights attached to these clients’ holdings are","page_number":119,"box":{"x":89,"y":565,"width":876,"height":13}},{"id":"b0993d2a-83b9-4aa3-aa36-d269d745eab1","block_type":"box","text":"an important mechanism for investors to express support for, or concern about, a company’s performance. As a fiduciary,","page_number":119,"box":{"x":89,"y":581,"width":850,"height":12}},{"id":"0bc05ccd-ab8c-4672-91b3-ab04b4123063","block_type":"box","text":"BlackRock is legally required to make proxy voting determinations, on behalf of clients who have delegated voting authority","page_number":119,"box":{"x":89,"y":596,"width":863,"height":12}},{"id":"f5e0a18d-a0b2-435b-bd66-19b3c7c0b4a5","block_type":"box","text":"to us, in a manner that is consistent with their investment objectives.","page_number":119,"box":{"x":88,"y":611,"width":482,"height":12}},{"id":"895efa88-5bd3-433b-9208-14c0ae0753c8","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":119,"box":{"x":89,"y":637,"width":876,"height":13}},{"id":"037732a0-ead2-4834-b39a-c90e53f4c6ff","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":119,"box":{"x":88,"y":652,"width":821,"height":13}},{"id":"d1f2e909-a7bc-4dde-b632-64db5054b54d","block_type":"box","text":"interests of our clients as their shareholders. We take a globally consistent approach to voting but consider the different","page_number":119,"box":{"x":89,"y":668,"width":835,"height":12}},{"id":"1d628704-1c1f-4b84-b716-d51cc7956694","block_type":"box","text":"corporate governance regulations and norms in various markets. Votes are determined on a case-by-case basis, in the","page_number":119,"box":{"x":89,"y":683,"width":825,"height":12}},{"id":"e1cf2e45-d371-4b0e-8af4-cbcc2a3d6b61","block_type":"box","text":"context of a company’s situation and the investment mandate we have from clients. Please see page 16 for more information","page_number":119,"box":{"x":89,"y":698,"width":874,"height":12}},{"id":"3b238979-09d4-4926-8588-6388a440d504","block_type":"box","text":"about how we fulfil and oversee BlackRock’s non-index equity investment stewardship responsibilities.","page_number":119,"box":{"x":89,"y":713,"width":716,"height":12}},{"id":"c4aab514-3083-45d5-a16b-34a60de2b036","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":119,"box":{"x":89,"y":739,"width":358,"height":13}},{"id":"ade851d5-f70b-4298-a1ce-a98d719326de","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":119,"box":{"x":88,"y":766,"width":880,"height":12}},{"id":"646af870-1e56-428b-aa8b-fab0e060fa70","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly those with sustainability objectives in addition to financial","page_number":119,"box":{"x":88,"y":781,"width":834,"height":12}},{"id":"71868777-f4d0-49aa-b639-3962297d55c8","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":119,"box":{"x":89,"y":796,"width":843,"height":12}},{"id":"68f5e8f3-2856-42ef-94fe-9ccfd426efc5","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":119,"box":{"x":89,"y":811,"width":873,"height":12}},{"id":"ed673537-a035-4000-bfcf-a3242449405b","block_type":"box","text":"(1) References to the board, board directors or non-executive directors should be understood to include supervisory boards and their members, where","page_number":119,"box":{"x":89,"y":856,"width":854,"height":10}},{"id":"928a3f12-e218-45e4-bd0d-560b49e59c98","block_type":"box","text":"relevant.","page_number":119,"box":{"x":121,"y":868,"width":47,"height":8}},{"id":"5a2ab4a9-1a0c-42bd-80b8-e1d51b8d2636","block_type":"box","text":"A-5","page_number":119,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"3e3de546-b271-4d39-bca3-412e798c8e52","block_type":"box","text":"income investment teams can help inform an issuer’s approach to structuring specialist issuances, such as green bonds, and","page_number":120,"box":{"x":89,"y":44,"width":872,"height":12}},{"id":"900456bb-b3b1-47a3-ae50-a0d4fc0cb10a","block_type":"box","text":"the standard terms and information in bond documentation.","page_number":120,"box":{"x":88,"y":59,"width":424,"height":10}},{"id":"3ab6e185-c444-4055-9a87-99e32b0ac49a","block_type":"box","text":"Boards of Directors","page_number":120,"box":{"x":89,"y":85,"width":138,"height":10}},{"id":"31c63057-306d-4fa2-a79b-6b296158c926","block_type":"box","text":"Roles and responsibilities","page_number":120,"box":{"x":106,"y":112,"width":181,"height":12}},{"id":"295a93ed-7de6-4be7-ae44-39b3d14b13b4","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":120,"box":{"x":88,"y":138,"width":852,"height":13}},{"id":"9eb84451-c2cb-485f-9fa4-3ec723f711a3","block_type":"box","text":"able to advise and supervise management in an independent and objective manner","page_number":120,"box":{"x":89,"y":153,"width":583,"height":13}},{"id":"5d3a8e3f-a213-4430-af20-3bdc909341d7","block_type":"box","text":"(2)","page_number":120,"box":{"x":673,"y":151,"width":14,"height":9}},{"id":"0ef69e32-5079-4fb7-b00e-d920ce93b5cc","block_type":"box","text":".","page_number":120,"box":{"x":688,"y":162,"width":2,"height":1}},{"id":"9d34b0d8-20d6-424f-b386-9b5a26081eac","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":120,"box":{"x":88,"y":180,"width":850,"height":12}},{"id":"1ad94c98-1938-40b6-b918-f2860a1f96c3","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":120,"box":{"x":89,"y":195,"width":835,"height":12}},{"id":"01601fab-289b-4acb-92c8-0bcaae574d4e","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":120,"box":{"x":89,"y":210,"width":833,"height":13}},{"id":"9a60f5c9-7878-47b0-ad7f-46a8c057dd43","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":120,"box":{"x":89,"y":225,"width":772,"height":13}},{"id":"67cb6fab-8ac9-42a0-b4f9-085d9a9350fb","block_type":"box","text":"In promoting the success of the company, the board ensures the necessary resources, policies and procedures are in place to","page_number":120,"box":{"x":89,"y":252,"width":873,"height":12}},{"id":"94a41786-a208-47b4-aeb5-157e06c3a5d5","block_type":"box","text":"help management meet its strategic objectives within an agreed risk tolerance.","page_number":120,"box":{"x":89,"y":267,"width":550,"height":12}},{"id":"aa4af13a-236b-4609-9d9f-26456c2fb538","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":120,"box":{"x":89,"y":293,"width":848,"height":13}},{"id":"6df2001b-99a4-4208-81c3-76536bb6ce2b","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":120,"box":{"x":89,"y":308,"width":848,"height":13}},{"id":"db3b058f-4269-4114-bc59-32dc0e51d20f","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":120,"box":{"x":89,"y":324,"width":850,"height":12}},{"id":"ee98e3e4-3f3e-4e1b-8c64-ec311bab7a7e","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":120,"box":{"x":89,"y":339,"width":463,"height":12}},{"id":"7ca69302-aa1f-44cd-b093-6e0031cdbedb","block_type":"box","text":"Composition and effectiveness","page_number":120,"box":{"x":89,"y":365,"width":221,"height":12}},{"id":"a84f2dc8-65b7-4f51-8724-44d8eb73ce0c","block_type":"box","text":"Appointment process","page_number":120,"box":{"x":104,"y":392,"width":156,"height":12}},{"id":"da4e4184-1797-4b94-b509-c74a89c864fe","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":120,"box":{"x":88,"y":418,"width":823,"height":12}},{"id":"011f70ac-87a1-4f2f-9c24-a9135a0e92dc","block_type":"box","text":"composed of directors with the appropriate mix of skills and experience. The board or a sub-committee should determine","page_number":120,"box":{"x":89,"y":433,"width":852,"height":13}},{"id":"a9f02566-7c05-426d-b6ac-977bb621e750","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":120,"box":{"x":88,"y":448,"width":829,"height":13}},{"id":"690de771-6939-4234-a8d4-3c55d3c0325f","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":120,"box":{"x":89,"y":463,"width":850,"height":13}},{"id":"a1bc875a-3fa5-4419-96d8-6212dab3eccf","block_type":"box","text":"companies to review the skills and experience of incumbent directors to identify any gaps and whether a director candidate’s","page_number":120,"box":{"x":89,"y":479,"width":875,"height":12}},{"id":"87ee49da-36a2-4962-804e-79f533fe2416","block_type":"box","text":"characteristics would be additive. We welcome disclosures that explain how the board considered different skills,","page_number":120,"box":{"x":89,"y":494,"width":787,"height":12}},{"id":"1eeb0a62-5313-4204-995e-2addc310d7e4","block_type":"box","text":"backgrounds and experience to ensure the directors collectively can be effective in fulfilling their responsibilities. We assess a","page_number":120,"box":{"x":89,"y":509,"width":872,"height":12}},{"id":"9f0072c8-67be-4f0c-bf6d-60ea7cc9d9f5","block_type":"box","text":"company’s board composition against that of its peer group and local market requirements.","page_number":120,"box":{"x":89,"y":524,"width":642,"height":12}},{"id":"bb8b0c08-278a-4f02-b51f-1e00a740b198","block_type":"box","text":"Shareholders periodically vote to elect, remove and nominate directors to serve on the board. We may vote against the","page_number":120,"box":{"x":88,"y":550,"width":829,"height":13}},{"id":"ef4a5934-9631-46ce-af52-56c673d03bf9","block_type":"box","text":"election of the most senior independent director, or the chair of the relevant committee, where a company has not","page_number":120,"box":{"x":89,"y":565,"width":800,"height":13}},{"id":"347781c3-c8ed-4621-914c-c859db03ffa0","block_type":"box","text":"demonstrated it has an appointment process that results in a high functioning board with the appropriate complement of","page_number":120,"box":{"x":89,"y":581,"width":853,"height":12}},{"id":"b2ed4872-3314-4b61-913b-70c4eec5c7d8","block_type":"box","text":"skills, backgrounds and experience amongst the directors to support strong financial performance over time. We may vote","page_number":120,"box":{"x":89,"y":596,"width":856,"height":12}},{"id":"8b94f6f0-4129-4899-b25c-7b165a79517d","block_type":"box","text":"against newly nominated directors who do not seem to have the appropriate skills or experience to contribute to the board’s","page_number":120,"box":{"x":89,"y":611,"width":871,"height":12}},{"id":"1108aaea-b61e-4476-9fd5-fa8816033b37","block_type":"box","text":"effectiveness.","page_number":120,"box":{"x":89,"y":626,"width":92,"height":10}},{"id":"9ea872d8-6134-4184-b8fc-b1c69cbc16f1","block_type":"box","text":"Independence","page_number":120,"box":{"x":106,"y":652,"width":101,"height":13}},{"id":"f3290e36-96e6-4e91-8119-8c4e25d6abe4","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":120,"box":{"x":89,"y":679,"width":871,"height":12}},{"id":"0bebd592-2f9a-4679-91a6-7f4597753e57","block_type":"box","text":"of paramount importance to the protection of the interests of minority shareholders such as BlackRock’s clients. At least half","page_number":120,"box":{"x":89,"y":694,"width":874,"height":12}},{"id":"2e88573b-002a-4320-89e1-4ffd886665a3","block_type":"box","text":"of the directors should be independent and free from conflicts of interest or undue influence","page_number":120,"box":{"x":89,"y":709,"width":646,"height":12}},{"id":"15953b48-b6e8-4988-bf78-1959c051eba9","block_type":"box","text":"(3)","page_number":120,"box":{"x":736,"y":707,"width":14,"height":8}},{"id":"d5293e6c-a6bb-4d0f-a335-3c055b51bbd2","block_type":"box","text":". This ensures sufficient","page_number":120,"box":{"x":752,"y":709,"width":164,"height":10}},{"id":"54aec576-a1ad-44f2-bef6-f2f009f29be8","block_type":"box","text":"independent directors to have appropriately independent board committees. Companies domiciled in markets with a higher","page_number":120,"box":{"x":89,"y":724,"width":866,"height":13}},{"id":"38b36736-5f1f-4bf5-a840-c643864bc90e","block_type":"box","text":"threshold for board independence should meet those requirements.","page_number":120,"box":{"x":88,"y":739,"width":474,"height":13}},{"id":"fecad852-1e56-4c0c-88f8-24ae60c7cef9","block_type":"box","text":"(2) See the Corporate Governance Codes of Germany, Japan, and the UK, as well as the corporate governance principles of the US Business Roundtable as","page_number":120,"box":{"x":89,"y":803,"width":871,"height":10}},{"id":"d12cb94c-90aa-4a52-ad6c-bcab1c8ac59e","block_type":"box","text":"examples.","page_number":120,"box":{"x":121,"y":816,"width":55,"height":9}},{"id":"5aef557b-36cf-4e7f-ab7b-454b29d46563","block_type":"box","text":"(3) Common impediments to independence may include but are not limited to: current or recent employment at the company or a subsidiary; being, or","page_number":120,"box":{"x":89,"y":831,"width":860,"height":10}},{"id":"85797018-01b6-4021-8800-fc222ea73b20","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":120,"box":{"x":121,"y":843,"width":809,"height":10}},{"id":"8588f87b-8db5-492c-8b88-d8709880059c","block_type":"box","text":"rest,","page_number":120,"box":{"x":931,"y":844,"width":23,"height":8}},{"id":"abeae288-dbc5-436f-9746-ab91859c7748","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":120,"box":{"x":121,"y":856,"width":800,"height":10}},{"id":"9d3215ce-0880-425d-8602-d71abe3d800f","block_type":"box","text":"terests","page_number":120,"box":{"x":922,"y":857,"width":37,"height":7}},{"id":"1fb8afb4-3cda-4448-8915-92e4c21e18e8","block_type":"box","text":"of the company and shareholders.","page_number":120,"box":{"x":121,"y":868,"width":190,"height":10}},{"id":"bda58363-a199-48e4-a7ed-781c346c74fd","block_type":"box","text":"A-6","page_number":120,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"2e58c43f-f9ed-45f0-bb8e-790ab328ac32","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":121,"box":{"x":88,"y":44,"width":789,"height":12}},{"id":"6ac4243d-ba65-4fbe-9bed-8eac52e2535d","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":121,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"24c34498-f8a8-449a-a717-8678427baa2c","block_type":"box","text":"is a perennial issue.","page_number":121,"box":{"x":89,"y":74,"width":134,"height":12}},{"id":"45edb872-6aed-4805-9ba3-a49a73b3ed3b","block_type":"box","text":"Independent board leadership","page_number":121,"box":{"x":106,"y":101,"width":216,"height":12}},{"id":"aacd7b36-2e63-4614-9456-fdd3bdfa96d5","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":121,"box":{"x":89,"y":127,"width":804,"height":12}},{"id":"ce49d200-68de-4134-942b-7f1085dbc8f3","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":121,"box":{"x":89,"y":142,"width":856,"height":12}},{"id":"7659f577-b258-456d-947d-c602c19cf0d6","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":121,"box":{"x":89,"y":157,"width":853,"height":13}},{"id":"6ce98542-3b99-4c09-8bbf-dea29fb7a323","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":121,"box":{"x":89,"y":172,"width":851,"height":13}},{"id":"7f6ed04d-7814-4d15-a062-d868cfccb2fb","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":121,"box":{"x":88,"y":188,"width":858,"height":12}},{"id":"e828b48f-f4ed-4bcb-a59c-c1db09091e4f","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":121,"box":{"x":89,"y":203,"width":819,"height":12}},{"id":"af2ba179-1329-4e90-baf5-f6db06155b93","block_type":"box","text":"available to investors to discuss board governance matters such as CEO succession, executive pay, and board performance.","page_number":121,"box":{"x":89,"y":218,"width":860,"height":12}},{"id":"b3409f58-e090-4508-83b2-021d51d0ba87","block_type":"box","text":"We look to boards to explain their independent board leadership model and how it serves the interests of shareholders.","page_number":121,"box":{"x":88,"y":233,"width":832,"height":12}},{"id":"9fd45f08-3d03-4172-bbc5-80a3c84b5011","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":121,"box":{"x":88,"y":259,"width":873,"height":13}},{"id":"68e1f78b-b264-4faf-aa36-6f578e959206","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":121,"box":{"x":89,"y":274,"width":837,"height":13}},{"id":"156ac2e8-53f6-40da-ae7f-f50e3d7ee31d","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":121,"box":{"x":89,"y":290,"width":566,"height":12}},{"id":"44302fcd-1986-4de7-acc3-99db90eba691","block_type":"box","text":"Tenure and succession","page_number":121,"box":{"x":104,"y":316,"width":165,"height":10}},{"id":"b0beeda8-8b0e-4066-824c-c990f5e9a969","block_type":"box","text":"Boards should establish the length of time a director would normally be expected to serve, in line with market norms where","page_number":121,"box":{"x":89,"y":342,"width":863,"height":13}},{"id":"90d386f5-ee32-4fca-886c-fdfd1ef198c2","block_type":"box","text":"those exist. In such markets, we find it helpful when companies disclose their approach to director tenure particularly around","page_number":121,"box":{"x":88,"y":358,"width":875,"height":12}},{"id":"b5821b08-42c0-466d-8ace-013a88482e6e","block_type":"box","text":"the contributions of directors who have served for longer periods than provided for in local practices. In our experience, long","page_number":121,"box":{"x":88,"y":373,"width":877,"height":12}},{"id":"7d819b1f-f522-44ad-84b3-74e179d4c17b","block_type":"box","text":"serving directors could become less independent given their relationship with management and involvement in past board","page_number":121,"box":{"x":89,"y":388,"width":857,"height":12}},{"id":"ad753955-497e-4a71-a4a8-63d4f69032d4","block_type":"box","text":"decisions.","page_number":121,"box":{"x":89,"y":403,"width":67,"height":10}},{"id":"ae0d0b47-dc2d-4089-9405-40a067ea0975","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":121,"box":{"x":88,"y":429,"width":851,"height":13}},{"id":"f7f03772-f68c-4bd7-ae34-64653e47cfa5","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":121,"box":{"x":89,"y":445,"width":872,"height":12}},{"id":"bddc415b-1a0d-4df2-ab74-7673001270e0","block_type":"box","text":"long-term knowledge of the board and company.","page_number":121,"box":{"x":89,"y":460,"width":343,"height":12}},{"id":"b0dae0ac-a44e-4cf6-8001-f576ee184ef6","block_type":"box","text":"In markets where there is not specific director tenure guidance, we may vote against the election of the chair of the","page_number":121,"box":{"x":89,"y":486,"width":806,"height":12}},{"id":"01ab66db-454d-4d16-aa7c-c4c89b615ae3","block_type":"box","text":"committee responsible for board composition if there is not a clearly disclosed approach to director tenure and board","page_number":121,"box":{"x":89,"y":501,"width":820,"height":13}},{"id":"fd06cbc8-ec34-4103-b8bf-f9a26c75f928","block_type":"box","text":"renewal. We may vote against the election of directors who have served for longer duration than typical in markets with","page_number":121,"box":{"x":89,"y":516,"width":836,"height":13}},{"id":"0d2237b9-3985-444d-bff8-92c8a11a0c58","block_type":"box","text":"specific guidance, where the case for their continued service is not evident.","page_number":121,"box":{"x":89,"y":531,"width":524,"height":13}},{"id":"f20bc89d-56d2-4b42-a3d6-64727b9790e2","block_type":"box","text":"Capacity","page_number":121,"box":{"x":105,"y":558,"width":62,"height":12}},{"id":"e2ec99e7-9492-4ddd-bf35-c14b4b566953","block_type":"box","text":"To be effective and engaged, directors must commit appropriate time and energy to the role. A board should assess the","page_number":121,"box":{"x":88,"y":584,"width":836,"height":13}},{"id":"f3eb795c-d72e-4ebe-a56c-afcf73254d18","block_type":"box","text":"ability of its members to maintain an appropriate focus on board matters and the company taking into consideration","page_number":121,"box":{"x":89,"y":599,"width":816,"height":13}},{"id":"9d03bf9c-a9d1-4623-ba17-ef2d3c5107ea","block_type":"box","text":"competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and required time","page_number":121,"box":{"x":89,"y":615,"width":873,"height":12}},{"id":"7ecf2c34-1985-474a-ba8e-caa0b87324b3","block_type":"box","text":"commitment but note that they are generally more intensive than a standard directorship. We will take local norms and","page_number":121,"box":{"x":89,"y":630,"width":833,"height":12}},{"id":"bb49ec8c-e045-4b13-ae2e-1959fededf6d","block_type":"box","text":"practices into consideration when making our voting determinations across markets.","page_number":121,"box":{"x":89,"y":645,"width":594,"height":12}},{"id":"2cb20a8f-ccb9-47e4-b03e-cc38a93e8410","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":121,"box":{"x":88,"y":671,"width":859,"height":13}},{"id":"7c1a9c3f-d167-4f90-84c4-19dd99ed5809","block_type":"box","text":"the board and company.","page_number":121,"box":{"x":88,"y":686,"width":169,"height":13}},{"id":"d0e10a54-a931-4868-bb91-224e9af122a6","block_type":"box","text":"Director elections","page_number":121,"box":{"x":106,"y":713,"width":126,"height":10}},{"id":"84739326-a38b-4d75-a897-88a21282dbd5","block_type":"box","text":"In support of director accountability to shareholders, directors should stand for election on a regular basis, ideally annually. A","page_number":121,"box":{"x":89,"y":739,"width":874,"height":13}},{"id":"f29ce09e-6ab7-4323-b067-a74385b8d001","block_type":"box","text":"classified board structure may be justified by a company when it needs consistency and stability during a time of transition,","page_number":121,"box":{"x":89,"y":754,"width":862,"height":13}},{"id":"861570ad-ad93-4da3-a0ae-155e694e4fd7","block_type":"box","text":"or on the basis of its business model, e.g., a non-operating company such as closed-end funds.","page_number":121,"box":{"x":89,"y":770,"width":664,"height":12}},{"id":"d38158fd-f3cb-4c13-9078-cbbcb0e35209","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":121,"box":{"x":88,"y":796,"width":876,"height":12}},{"id":"7829d955-4dff-4374-8cd5-38bc2274b2ea","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":121,"box":{"x":88,"y":811,"width":856,"height":12}},{"id":"f03b7274-dd4f-4fa4-979d-425424d152a5","block_type":"box","text":"capabilities and suitability. We will not support the election of directors whose names and biographical details have not been","page_number":121,"box":{"x":89,"y":826,"width":869,"height":13}},{"id":"90c008cb-e3ea-4d88-a167-424ae9ab2d51","block_type":"box","text":"disclosed sufficiently in advance of the shareholder meeting.","page_number":121,"box":{"x":89,"y":841,"width":422,"height":13}},{"id":"8c6b9d61-9011-41ce-b77c-0e13124fd273","block_type":"box","text":"A-7","page_number":121,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"97abf799-875c-479d-9947-8a12e7ea20bc","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":122,"box":{"x":89,"y":44,"width":817,"height":12}},{"id":"87dfff5c-29b7-4285-9472-433087be3f5c","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":122,"box":{"x":89,"y":59,"width":858,"height":12}},{"id":"689473b6-0dc5-4abf-bb6f-4a8d3e819571","block_type":"box","text":"best serves investors’ interests.","page_number":122,"box":{"x":89,"y":74,"width":215,"height":10}},{"id":"d5e9a2f4-b1b1-468e-a814-99fcc685443c","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":122,"box":{"x":88,"y":101,"width":846,"height":12}},{"id":"89411f85-260a-4b78-a67d-64de2ea7b94c","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":122,"box":{"x":89,"y":116,"width":849,"height":12}},{"id":"d6e50129-e006-414e-9ae0-230c0d532c30","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":122,"box":{"x":89,"y":131,"width":581,"height":12}},{"id":"df5f703a-108f-4425-87bc-2b1c041fc60c","block_type":"box","text":"Committees","page_number":122,"box":{"x":105,"y":158,"width":86,"height":9}},{"id":"cfd3d2ee-3f7c-4aba-889a-a1bfb8e4aa46","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":122,"box":{"x":89,"y":184,"width":859,"height":12}},{"id":"1239cbe4-4e5c-46b4-a0e5-a9a04cd0837f","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":122,"box":{"x":89,"y":199,"width":855,"height":12}},{"id":"a68f828f-7d2b-453f-9c78-607a2d543d55","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":122,"box":{"x":88,"y":214,"width":798,"height":12}},{"id":"a8cf37d6-ccc5-4fdc-98a1-ba94174fe516","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":122,"box":{"x":89,"y":229,"width":847,"height":12}},{"id":"13b4f6d3-f0bb-49ba-aa5f-da52d7a947f7","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":122,"box":{"x":89,"y":244,"width":840,"height":13}},{"id":"2174895f-d293-4825-bc9e-47ad6b23b0cd","block_type":"box","text":"committees. The board should disclose to shareholders the structure, membership, proportion of independent directors, and","page_number":122,"box":{"x":89,"y":259,"width":872,"height":13}},{"id":"f9378a35-e8f1-4397-b5ed-6afb284ca7c9","block_type":"box","text":"responsibilities of each committee. The responsibilities we typically see assigned to the three most common committees","page_number":122,"box":{"x":89,"y":274,"width":843,"height":13}},{"id":"722fcd76-65fb-4297-8d50-2dc22a20a6ca","block_type":"box","text":"include:","page_number":122,"box":{"x":89,"y":290,"width":53,"height":9}},{"id":"31195c38-81f5-4715-89c6-65e81f87cbd8","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":122,"box":{"x":121,"y":310,"width":830,"height":12}},{"id":"351e693e-c800-4ef0-af00-e966b70c4aef","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":122,"box":{"x":153,"y":325,"width":807,"height":12}},{"id":"0ac7e5a0-4d91-4820-954a-46e0f6600aa7","block_type":"box","text":"whistleblowing mechanisms.","page_number":122,"box":{"x":153,"y":340,"width":203,"height":12}},{"id":"1ac8fa5a-4fde-4b65-9850-c8bf4f5f946d","block_type":"box","text":"• Nominating, governance and human capital – ensures appropriate corporate governance principles and practices","page_number":122,"box":{"x":121,"y":360,"width":826,"height":12}},{"id":"a0d3d1c3-0bdc-4865-a0b7-bc849fca8f11","block_type":"box","text":"including the periodic review of board performance; responsible for succession planning for CEO and key board","page_number":122,"box":{"x":154,"y":375,"width":779,"height":13}},{"id":"a3ac3ae8-2b2d-4358-994e-47fc6a3be895","block_type":"box","text":"roles, as well as the director appointment process; may also have oversight responsibilities for human capital","page_number":122,"box":{"x":154,"y":390,"width":759,"height":13}},{"id":"adb68356-d1e6-459c-9e7a-d4179fb56736","block_type":"box","text":"management strategies including corporate culture and purpose.","page_number":122,"box":{"x":154,"y":405,"width":456,"height":13}},{"id":"dcf0be21-ff1f-494e-8126-6b6366664fc4","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":122,"box":{"x":121,"y":426,"width":817,"height":12}},{"id":"3eda2962-fc38-468a-90bb-3d6ea6471c3a","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":122,"box":{"x":154,"y":441,"width":808,"height":12}},{"id":"81025456-40d5-426c-840a-673853854cf5","block_type":"box","text":"wide compensation policies.","page_number":122,"box":{"x":153,"y":456,"width":199,"height":12}},{"id":"caa87b3a-f404-4f13-b8bd-19301c7d210b","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":122,"box":{"x":88,"y":482,"width":866,"height":13}},{"id":"b4b79958-d7e3-4711-92a6-f5e19bb791b3","block_type":"box","text":"our concerns and provide feedback on how a committee has undertaken its responsibilities. We may vote against the election","page_number":122,"box":{"x":89,"y":497,"width":877,"height":13}},{"id":"72a964fd-92fa-4a64-8802-fc58ab26d0d5","block_type":"box","text":"of the most senior non-executive director if there is not a clearly disclosed approach to board committees.","page_number":122,"box":{"x":89,"y":513,"width":742,"height":12}},{"id":"449bc2e2-3a71-4824-9a10-9013f800bbb0","block_type":"box","text":"Board and director evaluation","page_number":122,"box":{"x":106,"y":539,"width":212,"height":10}},{"id":"cfc36f44-a135-4a5c-9f15-36618cd9adaf","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":122,"box":{"x":88,"y":565,"width":853,"height":13}},{"id":"f8cf3072-c9af-4c72-8c32-93cb1b0fa5ad","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":122,"box":{"x":88,"y":581,"width":853,"height":12}},{"id":"98a2968c-8ffa-4e43-a0d0-01c257499870","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":122,"box":{"x":89,"y":596,"width":871,"height":12}},{"id":"2920960c-2233-4df4-b00b-23860e5d1ef0","block_type":"box","text":"and objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":122,"box":{"x":89,"y":611,"width":661,"height":12}},{"id":"515e240b-e037-44ce-8333-da9ce8d1d06c","block_type":"box","text":"Access to independent advice","page_number":122,"box":{"x":104,"y":637,"width":216,"height":13}},{"id":"38d43b04-7d9f-4a46-ac52-83d3c2aebb56","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":122,"box":{"x":88,"y":664,"width":840,"height":12}},{"id":"da3bc8b4-7251-4bbf-905f-4578e26802b8","block_type":"box","text":"independent advice. When circumstances warrant, boards should be able to retain independent third parties to advise on","page_number":122,"box":{"x":89,"y":679,"width":846,"height":12}},{"id":"7f9e6e4d-cf45-4f4a-a3c9-fa3a37215acd","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":122,"box":{"x":89,"y":694,"width":843,"height":12}},{"id":"23778a89-f08d-4012-9f38-0ec4c36ea73f","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":122,"box":{"x":89,"y":709,"width":841,"height":12}},{"id":"f2c0590d-92e6-4be4-acba-c03ee39ba489","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":122,"box":{"x":89,"y":724,"width":805,"height":13}},{"id":"b3a98436-9d3b-4f0c-8d94-c4083743d67a","block_type":"box","text":"succession planning.","page_number":122,"box":{"x":89,"y":739,"width":145,"height":13}},{"id":"9858c275-914a-4ad9-8733-a0b27dbf7c04","block_type":"box","text":"Executive compensation","page_number":122,"box":{"x":89,"y":766,"width":174,"height":12}},{"id":"afa1b7af-57c8-4708-ad5a-47d5f234066b","block_type":"box","text":"Boards should establish compensation arrangements that enable the company to recruit, retain and reward the caliber of","page_number":122,"box":{"x":89,"y":792,"width":848,"height":13}},{"id":"c4950278-ce51-4bb2-811a-bdeb2f2c7648","block_type":"box","text":"executive management necessary to lead and operate the company to deliver superior financial returns over time. We focus","page_number":122,"box":{"x":89,"y":807,"width":864,"height":13}},{"id":"cd65c5f0-6102-49f3-845d-a71a2fbfd225","block_type":"box","text":"on alignment between variable pay and a company’s financial performance.","page_number":122,"box":{"x":89,"y":822,"width":529,"height":13}},{"id":"cb37e1b7-70d6-4d38-b408-f8bdd914c12f","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":122,"box":{"x":89,"y":849,"width":787,"height":12}},{"id":"9b332769-db6b-4a9d-bf9f-e3bd6bfaa670","block_type":"box","text":"performance against short-term metrics, share-based incentives that reward performance against long-term metrics, and","page_number":122,"box":{"x":89,"y":864,"width":851,"height":12}},{"id":"377d9c74-5bdd-4493-a92b-518c7aa42f2a","block_type":"box","text":"A-8","page_number":122,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"f3f0884e-a024-4752-a0e4-3fdb403b30c0","block_type":"box","text":"pensions and benefits. In our observation, base salary, pensions and benefits are largely set relative to market norms and","page_number":123,"box":{"x":89,"y":44,"width":842,"height":12}},{"id":"b60e164a-3834-40e6-88e1-585087959e84","block_type":"box","text":"benchmarks. The annual bonus and share-based incentive, or variable pay plans, tend to be tailored to the company, its","page_number":123,"box":{"x":89,"y":59,"width":834,"height":12}},{"id":"9addd4f8-0203-496f-9dd4-bf8b5333830c","block_type":"box","text":"sector and long-term strategy, as well as the individuals the board is seeking to recruit and motivate.","page_number":123,"box":{"x":89,"y":74,"width":701,"height":12}},{"id":"f424873f-f84f-4f12-a8e6-0c2d32e65491","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":123,"box":{"x":89,"y":101,"width":819,"height":12}},{"id":"ce2d604d-1cad-46db-953f-5321be6909a3","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":123,"box":{"x":89,"y":116,"width":836,"height":12}},{"id":"6a89e0bc-639b-438d-9440-7474b8a3dbe7","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":123,"box":{"x":89,"y":131,"width":825,"height":12}},{"id":"14cfd7e9-34eb-442e-b8be-0388cf1b3da1","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":123,"box":{"x":89,"y":146,"width":673,"height":12}},{"id":"5200dde4-c39f-4ac1-9755-dbebf433224a","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":123,"box":{"x":121,"y":166,"width":823,"height":12}},{"id":"f907b8cf-7adc-4fd0-bb7a-ac4ae85a1bf3","block_type":"box","text":"company’s size, sector and market.","page_number":123,"box":{"x":154,"y":181,"width":244,"height":13}},{"id":"674f74e5-5bf3-4779-a809-fc40bf687df6","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":123,"box":{"x":121,"y":201,"width":840,"height":13}},{"id":"4689ca41-d5e5-4695-835f-19e030b1ba07","block_type":"box","text":"objectives.","page_number":123,"box":{"x":154,"y":216,"width":72,"height":13}},{"id":"2be9afa9-7d15-48af-a463-d763579900f8","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":123,"box":{"x":121,"y":237,"width":637,"height":12}},{"id":"64baa68e-42bd-4078-a2f7-e4d076cd8687","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":123,"box":{"x":121,"y":257,"width":805,"height":12}},{"id":"6cfb4a32-156f-4635-b57a-b7152edf0a17","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":123,"box":{"x":154,"y":272,"width":778,"height":12}},{"id":"3e8cfe95-cee1-4abc-a750-806bd16b4f51","block_type":"box","text":"• Outcomes that are consistent with the returns to investors over the relevant time period.","page_number":123,"box":{"x":121,"y":292,"width":651,"height":12}},{"id":"50585dfc-cd98-488c-a0a9-0e62e4469034","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":123,"box":{"x":121,"y":312,"width":752,"height":13}},{"id":"6fa5b471-06e4-47de-9bc4-bedf4dca934c","block_type":"box","text":"transparently.","page_number":123,"box":{"x":153,"y":327,"width":94,"height":13}},{"id":"50e73de1-9dc7-43be-814f-169a1f4c0379","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":123,"box":{"x":121,"y":348,"width":822,"height":12}},{"id":"6f635798-61dc-44ae-a141-94fabaa1d826","block_type":"box","text":"company within a defined time period, as determined by the board.","page_number":123,"box":{"x":154,"y":363,"width":470,"height":12}},{"id":"99bb6f55-37cc-4bdd-9739-ecb65fbc205a","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":123,"box":{"x":121,"y":383,"width":737,"height":12}},{"id":"38fdea55-b750-4c51-a2f9-5e58e880ed99","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":123,"box":{"x":121,"y":403,"width":774,"height":12}},{"id":"dcbc4df4-c1bf-4063-9f52-1ea6e122a763","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":123,"box":{"x":154,"y":418,"width":805,"height":12}},{"id":"d72019ba-80bd-46ec-bf8d-fbb4c8f89ba7","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":123,"box":{"x":121,"y":438,"width":756,"height":13}},{"id":"f299111b-e613-4c46-896f-1e674fe9967e","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":123,"box":{"x":88,"y":465,"width":857,"height":12}},{"id":"3b81e517-9aae-4bf0-92d2-ae1beb509204","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":123,"box":{"x":89,"y":480,"width":825,"height":12}},{"id":"89e7bb47-9777-49fb-951c-c1ffedec88c6","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":123,"box":{"x":88,"y":495,"width":804,"height":12}},{"id":"4eaff688-faf6-46d7-b255-eee261a49443","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":123,"box":{"x":89,"y":510,"width":874,"height":12}},{"id":"9876114f-8dd7-4298-b56c-d2b2af74ba38","block_type":"box","text":"independent director.","page_number":123,"box":{"x":89,"y":525,"width":148,"height":12}},{"id":"66e3ffe8-ea51-49d5-8707-833c6ab3ca46","block_type":"box","text":"Non-executive director compensation","page_number":123,"box":{"x":89,"y":552,"width":272,"height":12}},{"id":"62667dca-a0ca-4537-a382-b3db39534679","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":123,"box":{"x":89,"y":578,"width":875,"height":12}},{"id":"d8dfc3b3-6351-44c5-b4ed-89815afbea6a","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":123,"box":{"x":89,"y":593,"width":845,"height":13}},{"id":"27e458b5-ec7e-467d-9a43-06a466976e23","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":123,"box":{"x":89,"y":608,"width":832,"height":13}},{"id":"d0fbeaaf-8b8b-4065-8ff7-8b43283fc4ee","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":123,"box":{"x":89,"y":623,"width":501,"height":13}},{"id":"d47cd638-2ea5-4b6e-95c5-7513448d1b86","block_type":"box","text":"Capital structure","page_number":123,"box":{"x":89,"y":650,"width":119,"height":12}},{"id":"5c17634d-9654-48bc-9de1-2e7adecc6c1d","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":123,"box":{"x":89,"y":676,"width":859,"height":13}},{"id":"d75b462f-ef5b-4b15-83b6-4d3f65ec1001","block_type":"box","text":"capital allocation and management in support of long-term financial resilience.","page_number":123,"box":{"x":89,"y":691,"width":553,"height":13}},{"id":"7bd0563e-8198-4cd4-afbb-ce3df321c3f3","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":123,"box":{"x":88,"y":718,"width":876,"height":12}},{"id":"ffdc2a84-0c6a-414c-bc9c-3707da6c5c3e","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities or","page_number":123,"box":{"x":88,"y":733,"width":875,"height":12}},{"id":"9aa7e9d3-54dc-4a09-a2c1-2430a9e753a2","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":123,"box":{"x":88,"y":748,"width":873,"height":12}},{"id":"aae813f8-d26e-49e6-b8d1-add51dbc2988","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":123,"box":{"x":89,"y":763,"width":838,"height":13}},{"id":"6d5facaf-7f42-4296-9a7b-1e7e33255c5d","block_type":"box","text":"Share issuance","page_number":123,"box":{"x":105,"y":790,"width":107,"height":9}},{"id":"39d78277-6913-4839-a2be-398654bfc35c","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":123,"box":{"x":88,"y":816,"width":807,"height":13}},{"id":"f840b5f5-34f5-4831-9013-8aa8ddb8e339","block_type":"box","text":"authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights. Companies should","page_number":123,"box":{"x":89,"y":831,"width":868,"height":13}},{"id":"e35c649f-78ff-403b-bca3-3dad0eef270a","block_type":"box","text":"seek regular approval of these authorities to allow shareholders to take into consideration how prior authorities were used, as","page_number":123,"box":{"x":89,"y":846,"width":877,"height":13}},{"id":"e5ac2a3d-c388-4948-9aef-2db4f9788476","block_type":"box","text":"well as the current circumstances of the company and the market environment.","page_number":123,"box":{"x":88,"y":862,"width":558,"height":12}},{"id":"84afaf1a-9c9a-490a-ade1-92bd73e4ab4b","block_type":"box","text":"A-9","page_number":123,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"df94b7e4-e5df-4cec-93fe-4b5d65a66913","block_type":"box","text":"Share buybacks","page_number":124,"box":{"x":105,"y":44,"width":113,"height":12}},{"id":"f24dc6bc-7629-4b6a-8b2f-101cbf72ed41","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":124,"box":{"x":88,"y":70,"width":786,"height":13}},{"id":"6e096dbb-3ae0-4620-a128-33dbb4c46d0a","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":124,"box":{"x":89,"y":85,"width":844,"height":13}},{"id":"8acde315-b7dd-435f-87f6-2ac2bf0d33f4","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":124,"box":{"x":89,"y":101,"width":872,"height":12}},{"id":"8becfad3-9b21-45e9-bb9b-b726f9e2c77d","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":124,"box":{"x":89,"y":116,"width":858,"height":12}},{"id":"f901d62b-8c84-43d5-bf3e-1c276dc64631","block_type":"box","text":"price. Companies should seek regular approval of these authorities to allow shareholders to take into consideration how prior","page_number":124,"box":{"x":89,"y":131,"width":876,"height":12}},{"id":"30fe5063-0d1b-4d46-b112-33343d0cb55e","block_type":"box","text":"authorities were used, as well as the current circumstances of the company and the market environment.","page_number":124,"box":{"x":89,"y":146,"width":735,"height":12}},{"id":"b65c8fd6-1d84-442a-a68b-4eb6346bdd6e","block_type":"box","text":"We would normally expect companies to cancel repurchased shares. If a company plans to retain them as treasury shares,","page_number":124,"box":{"x":88,"y":172,"width":854,"height":13}},{"id":"18a9e67a-8013-4d78-a50e-5b539234f035","block_type":"box","text":"management should provide a detailed rationale in the context of the disclosed capital management strategy.","page_number":124,"box":{"x":89,"y":188,"width":767,"height":12}},{"id":"62de21d0-1270-46ea-bea7-d8d3bd2deaee","block_type":"box","text":"Dividends","page_number":124,"box":{"x":106,"y":214,"width":70,"height":10}},{"id":"d150d888-eeb0-4c8c-a785-5d776f1b55b6","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":124,"box":{"x":88,"y":240,"width":852,"height":13}},{"id":"c291f039-1c3f-4c66-b3ee-70c950d5e112","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":124,"box":{"x":89,"y":256,"width":534,"height":12}},{"id":"da1df509-f881-4f53-aa35-497ceb9ba5ae","block_type":"box","text":"Differentiated voting rights","page_number":124,"box":{"x":106,"y":282,"width":193,"height":12}},{"id":"1cc6fbbd-65f4-42bc-a2ca-640f9bf1c62b","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":124,"box":{"x":88,"y":308,"width":862,"height":13}},{"id":"3b970d1e-3b25-4c33-a655-5aa17b3d6f82","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":124,"box":{"x":89,"y":324,"width":875,"height":12}},{"id":"a4c110c0-5f72-4041-964f-d595c1910a51","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":124,"box":{"x":89,"y":339,"width":860,"height":12}},{"id":"43e6fecc-8ed9-4384-a647-f3010ff42b6c","block_type":"box","text":"periodic basis.","page_number":124,"box":{"x":89,"y":354,"width":98,"height":12}},{"id":"fea355f9-659a-4292-b669-668661cad8e5","block_type":"box","text":"Transactions and special situations","page_number":124,"box":{"x":88,"y":380,"width":253,"height":13}},{"id":"621c2416-a951-4c34-b0e9-aad0b2a98bb7","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":124,"box":{"x":88,"y":407,"width":813,"height":12}},{"id":"8521ef76-8c03-47b4-9514-8464f50d0cea","block_type":"box","text":"proposals.","page_number":124,"box":{"x":89,"y":422,"width":70,"height":12}},{"id":"fc9e99f0-c3dd-46a6-b77d-835dd34d3a99","block_type":"box","text":"Mergers and acquisitions","page_number":124,"box":{"x":105,"y":448,"width":182,"height":13}},{"id":"c59e8408-33e1-4e3e-a1b1-414fa4dac31c","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":124,"box":{"x":88,"y":475,"width":856,"height":12}},{"id":"2ebacf8d-2d85-4f08-a091-389b325f8623","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":124,"box":{"x":89,"y":490,"width":846,"height":12}},{"id":"8e1a671a-32d3-4250-8a1f-178861063be5","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":124,"box":{"x":89,"y":505,"width":861,"height":12}},{"id":"d336abd4-7a07-457a-bc06-de22e525e973","block_type":"box","text":"the transaction enhances shareholder value. The board should consider establishing an ad hoc transaction committee to","page_number":124,"box":{"x":88,"y":520,"width":845,"height":12}},{"id":"e4ae7ed7-39d7-454d-aae9-a355abe3c3d1","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":124,"box":{"x":89,"y":535,"width":855,"height":13}},{"id":"aaee0495-1abf-41b4-bd67-96228f72d46c","block_type":"box","text":"shareholders.","page_number":124,"box":{"x":89,"y":550,"width":93,"height":10}},{"id":"bd473ee5-77d5-40a6-a3f4-5c41adf9b5ef","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":124,"box":{"x":88,"y":577,"width":727,"height":12}},{"id":"f5a15503-8415-4f7b-a4e0-55eaa8735fdf","block_type":"box","text":"Anti-takeover defenses","page_number":124,"box":{"x":104,"y":603,"width":167,"height":10}},{"id":"14e545b9-7e9a-4c89-8f9e-96bd4d277ba7","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":124,"box":{"x":89,"y":630,"width":842,"height":12}},{"id":"f041af4c-df3d-47e5-a459-c1e537c40677","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":124,"box":{"x":89,"y":645,"width":867,"height":12}},{"id":"e8aa05fd-b7a8-43ce-bde5-68d17a1c5a3e","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":124,"box":{"x":89,"y":660,"width":865,"height":12}},{"id":"e39b4419-ad17-4075-8967-8f09e2f0b271","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":124,"box":{"x":89,"y":675,"width":832,"height":12}},{"id":"a7ceb411-67ad-4c78-8f86-a5d1401b016f","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":124,"box":{"x":89,"y":690,"width":856,"height":13}},{"id":"9f8e6f19-c121-47f9-800b-a6ebd6bdc87c","block_type":"box","text":"should be limited in term and threshold, and also be closely monitored by the independent members of the board. We look","page_number":124,"box":{"x":89,"y":705,"width":859,"height":13}},{"id":"ceb38853-7505-4e47-b2df-e015d7473cf1","block_type":"box","text":"for a shareholder vote for any mechanisms expected to be in place for more than 12 months.","page_number":124,"box":{"x":88,"y":720,"width":650,"height":13}},{"id":"4bf470da-e196-4b5b-adf0-bb414cb52f2a","block_type":"box","text":"Shareholder activism","page_number":124,"box":{"x":105,"y":747,"width":151,"height":10}},{"id":"b70a5c1d-ef4c-4bd3-8c3a-89b6f96c1856","block_type":"box","text":"When companies are the focus of an activism campaign, we may engage with the activist to understand their analysis and","page_number":124,"box":{"x":88,"y":773,"width":857,"height":13}},{"id":"9153c033-0db8-4b78-a918-be33e3ac8240","block_type":"box","text":"objectives, once they have gone public. We will also engage with company management and possibly board members,","page_number":124,"box":{"x":89,"y":788,"width":829,"height":13}},{"id":"d23d3238-91ac-407f-bd5c-290e0679e9c7","block_type":"box","text":"especially those the activist may be seeking to replace. In our assessment, we evaluate various factors, including the","page_number":124,"box":{"x":89,"y":804,"width":811,"height":12}},{"id":"8bea9cda-3c33-4151-83e2-05a0135fd0bb","block_type":"box","text":"concerns raised by the activist and the case for change; the quality of both the activist’s and management’s plans; and the","page_number":124,"box":{"x":89,"y":819,"width":855,"height":12}},{"id":"445e9aa3-6fc0-4231-bd84-af6e437352b0","block_type":"box","text":"qualifications of each party’s candidates. We evaluate each contested situation by assessing the potential financial outcome","page_number":124,"box":{"x":89,"y":834,"width":866,"height":12}},{"id":"374d6565-f5a4-43a5-8b6f-1679ed11c119","block_type":"box","text":"for our clients as minority shareholders.","page_number":124,"box":{"x":88,"y":849,"width":278,"height":12}},{"id":"87530d8f-bec8-4b1f-95e5-5ef0003aef59","block_type":"box","text":"A-10","page_number":124,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"bd71e369-4851-4750-977c-b2ef3ffe5758","block_type":"box","text":"We may support board candidates nominated by a shareholder activist if the activist has demonstrated that their case for","page_number":125,"box":{"x":88,"y":44,"width":849,"height":12}},{"id":"290f1854-f7c3-4708-beb6-900937ef51d3","block_type":"box","text":"change enhances shareholder value, or if the incumbent board members do not demonstrate the relevant skills and expertise","page_number":125,"box":{"x":89,"y":59,"width":876,"height":12}},{"id":"7281f384-21b8-4a2e-a2da-27261da3bdd2","block_type":"box","text":"or have a poor track record of protecting shareholders’ interests.","page_number":125,"box":{"x":89,"y":74,"width":449,"height":12}},{"id":"fa67f8cc-afeb-48f3-8e68-dddc3cc28432","block_type":"box","text":"Significant shareholders and related party transactions","page_number":125,"box":{"x":105,"y":101,"width":396,"height":12}},{"id":"451d52c6-e4a9-458c-93fb-b03461ba7c9d","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should be able to demonstrate that the interests of all","page_number":125,"box":{"x":89,"y":127,"width":804,"height":12}},{"id":"5983e7f7-8f17-41e9-b241-dcdeeaa635c8","block_type":"box","text":"shareholders are given equitable consideration.","page_number":125,"box":{"x":89,"y":142,"width":329,"height":12}},{"id":"e70b4bab-c8b0-48e1-9830-01a98332e2a3","block_type":"box","text":"Transactions with related parties, such as significant shareholders or companies connected with the public company, should","page_number":125,"box":{"x":88,"y":169,"width":871,"height":12}},{"id":"d5360c8a-defe-4395-a71e-a2f1769b4c32","block_type":"box","text":"be disclosed in detail and conducted on terms similar to what would objectively have been agreed with a non-related party.","page_number":125,"box":{"x":89,"y":184,"width":861,"height":12}},{"id":"420044dc-0178-495a-8363-89802fd0c922","block_type":"box","text":"Such transactions should be reviewed and approved by the independent members of the board, and if voted on, only","page_number":125,"box":{"x":88,"y":199,"width":818,"height":12}},{"id":"42518691-37c4-4d9b-a759-775435e336a2","block_type":"box","text":"disinterested shareholders should vote.","page_number":125,"box":{"x":89,"y":214,"width":273,"height":10}},{"id":"227c092d-bd4d-4cde-a81b-fdbad7cf29f7","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":125,"box":{"x":89,"y":240,"width":352,"height":13}},{"id":"67956c55-a3ed-4ee7-9419-f85b2b4fcc48","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":125,"box":{"x":89,"y":267,"width":783,"height":12}},{"id":"d017479b-bd51-40df-870d-669071244d2f","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":125,"box":{"x":89,"y":282,"width":868,"height":12}},{"id":"b4d12942-53f5-4555-84cc-f2c5d996f8d3","block_type":"box","text":"the company to create shareholder value over time. The board should oversee corporate reporting and the policies and","page_number":125,"box":{"x":88,"y":297,"width":831,"height":12}},{"id":"7a396f40-ada1-4310-84d8-a0d2c32b9886","block_type":"box","text":"procedures underpinning the internal audit function and external audit.","page_number":125,"box":{"x":89,"y":312,"width":499,"height":13}},{"id":"20e6771a-69e1-4acd-9744-2d705fa9332c","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors and other stakeholders on its","page_number":125,"box":{"x":88,"y":339,"width":829,"height":12}},{"id":"8f5f915e-ac6b-4c7c-94b6-65cce3d30c99","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":125,"box":{"x":88,"y":354,"width":879,"height":12}},{"id":"11a2398d-c53f-42a3-8182-6d50a569307f","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":125,"box":{"x":89,"y":369,"width":862,"height":12}},{"id":"27cb2de5-7076-49ee-9cf4-7f0c0c7882a4","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":125,"box":{"x":89,"y":384,"width":864,"height":12}},{"id":"6e3560af-a86a-4151-b1cc-3ebe6b874bbd","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":125,"box":{"x":89,"y":399,"width":862,"height":13}},{"id":"0a720d86-1ee0-4895-bab6-c893720ab0e2","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":125,"box":{"x":89,"y":414,"width":862,"height":13}},{"id":"a1381f37-01d9-4411-b082-71eeaa3ebd97","block_type":"box","text":"and the implications of these, disclosed.","page_number":125,"box":{"x":89,"y":429,"width":279,"height":13}},{"id":"f76904ee-ab6a-4ed4-8968-1cc450c98f7f","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":125,"box":{"x":89,"y":456,"width":819,"height":12}},{"id":"ba499d28-130a-4a83-803b-6a55bfb16739","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, nonfinancial information, internal","page_number":125,"box":{"x":89,"y":471,"width":844,"height":12}},{"id":"610df333-c0a5-4972-b9a5-9b439d305521","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":125,"box":{"x":89,"y":486,"width":863,"height":12}},{"id":"86fecd10-6848-455b-a4ab-9861ad931693","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":125,"box":{"x":88,"y":501,"width":878,"height":13}},{"id":"871c96ee-ab48-4c76-8beb-5db04388674d","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":125,"box":{"x":88,"y":516,"width":840,"height":13}},{"id":"089656a8-ec7a-48b3-8f69-61bd42c9f1ac","block_type":"box","text":"external audit process annually.","page_number":125,"box":{"x":89,"y":531,"width":219,"height":13}},{"id":"27c398ef-f988-47a5-9f3c-dacad08544e4","block_type":"box","text":"Similarly, material sustainability-related factors that are integral to how a company manages risks or generates revenue","page_number":125,"box":{"x":88,"y":558,"width":834,"height":12}},{"id":"e11d8f02-1fc2-4230-9734-e1ab9932b4d1","block_type":"box","text":"should be disclosed. In our view, the standards developed by the International Sustainability Standards Board, can be helpful","page_number":125,"box":{"x":89,"y":573,"width":867,"height":12}},{"id":"16cc2369-3b53-467c-8fe1-95001288385b","block_type":"box","text":"to companies in preparing such reports","page_number":125,"box":{"x":88,"y":588,"width":275,"height":12}},{"id":"0181d33a-7805-4068-87c9-286642e14e5c","block_type":"box","text":"(4)","page_number":125,"box":{"x":365,"y":586,"width":14,"height":8}},{"id":"e5546afc-d443-4cb0-8e59-2406788e413b","block_type":"box","text":".","page_number":125,"box":{"x":381,"y":596,"width":2,"height":2}},{"id":"4fa3637e-d78b-4e27-bdc5-67894a5d8b1b","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":125,"box":{"x":89,"y":615,"width":868,"height":12}},{"id":"ef1b714a-6755-4650-99b5-27c0a6909521","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":125,"box":{"x":89,"y":630,"width":797,"height":12}},{"id":"8cd931f1-2130-4fbc-81de-76a17b61cab7","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":125,"box":{"x":89,"y":645,"width":813,"height":12}},{"id":"2c870d89-6983-4d03-94a9-736eebb7d7da","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":125,"box":{"x":89,"y":660,"width":532,"height":12}},{"id":"acfdcc5d-b6b0-473f-949d-7162e8e7079d","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":125,"box":{"x":88,"y":686,"width":879,"height":13}},{"id":"e3802eec-e32d-4107-acd3-44aff2429131","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":125,"box":{"x":89,"y":702,"width":856,"height":12}},{"id":"275b0292-0d33-48a4-8a08-14106655660e","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":125,"box":{"x":89,"y":717,"width":850,"height":12}},{"id":"e23c7494-e209-4a6c-8767-59a4a466edf8","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":125,"box":{"x":89,"y":732,"width":867,"height":12}},{"id":"2708827f-e271-4c09-a60d-ba4199e68073","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":125,"box":{"x":88,"y":747,"width":837,"height":12}},{"id":"497a4986-5c72-4900-a068-1eea5e67f65c","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":125,"box":{"x":89,"y":762,"width":618,"height":12}},{"id":"57e72884-dbd4-495a-87eb-bbe004ebab39","block_type":"box","text":"(4) The objective of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information is to require an entity to disclos","page_number":125,"box":{"x":89,"y":818,"width":813,"height":10}},{"id":"86bea9fd-6aa2-4c31-9e11-e8cbae734dc6","block_type":"box","text":"e informa","page_number":125,"box":{"x":903,"y":818,"width":57,"height":8}},{"id":"2c6200f5-49a2-4289-96c7-dedc2471c5b9","block_type":"box","text":"tion about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decis","page_number":125,"box":{"x":121,"y":831,"width":794,"height":10}},{"id":"a0fd9931-b572-472e-a731-1e7f55660609","block_type":"box","text":"ions","page_number":125,"box":{"x":916,"y":831,"width":22,"height":7}},{"id":"0b508131-d148-493e-8d0b-b68e2bb4e822","block_type":"box","text":"relating to providing resources to the entity. The objective of IFRS S2 Climate-related Disclosures is to require an entity to disclose information a","page_number":125,"box":{"x":121,"y":843,"width":804,"height":10}},{"id":"7459a44c-5564-4ef8-a944-a373295ca89b","block_type":"box","text":"bout its","page_number":125,"box":{"x":926,"y":843,"width":41,"height":8}},{"id":"70ec3243-c3e1-496a-95cb-b3d3e84dda8f","block_type":"box","text":"climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to provi","page_number":125,"box":{"x":121,"y":856,"width":798,"height":10}},{"id":"3ea6fe34-bb35-445c-a4a6-957430328eb2","block_type":"box","text":"ding","page_number":125,"box":{"x":921,"y":856,"width":23,"height":10}},{"id":"b8cdfe6d-97ac-4f69-9e12-dcd5a4a12045","block_type":"box","text":"resources to the entity.","page_number":125,"box":{"x":121,"y":868,"width":127,"height":10}},{"id":"fcaeb01d-cae7-43aa-bda2-acfebbf87b4f","block_type":"box","text":"A-11","page_number":125,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"1b8bf765-dc8d-4250-a4d5-67a706bbddf7","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":126,"box":{"x":88,"y":44,"width":824,"height":12}},{"id":"af81bebe-d392-4ffe-bc4f-589171b413de","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":126,"box":{"x":89,"y":59,"width":826,"height":12}},{"id":"e548849e-c9f5-43f1-a7e0-c3bcd577edce","block_type":"box","text":"statements or the discharge of the board when we are concerned about the quality of the reporting or the audit. We may","page_number":126,"box":{"x":89,"y":74,"width":845,"height":12}},{"id":"4853c84f-f26e-45a3-aef0-4ee492b323fa","block_type":"box","text":"vote against proposals to appoint the auditor, ratify the audit report, or approve the audit fee if we are concerned about the","page_number":126,"box":{"x":88,"y":89,"width":861,"height":13}},{"id":"bed9abf2-6950-40fb-80e4-4652243a347c","block_type":"box","text":"auditor’s independence, the quality of the audit, or there are material misstatements in financial reports and the board has","page_number":126,"box":{"x":89,"y":104,"width":855,"height":13}},{"id":"3f8e9965-9e08-4c74-8ddc-2a55202ab8d4","block_type":"box","text":"not established reasonable remediation plans.","page_number":126,"box":{"x":89,"y":119,"width":320,"height":13}},{"id":"41a2328e-1004-48ab-b56d-efbcdb550605","block_type":"box","text":"Shareholder rights and protections","page_number":126,"box":{"x":88,"y":146,"width":252,"height":12}},{"id":"b5c0c203-ea13-417d-857a-d15486f54167","block_type":"box","text":"General shareholder meetings","page_number":126,"box":{"x":105,"y":172,"width":217,"height":13}},{"id":"2ebb49aa-75bf-4eda-9ae9-ec377a7db129","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":126,"box":{"x":89,"y":199,"width":875,"height":12}},{"id":"0e486c91-607b-4f38-b24f-b5527e7291c2","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":126,"box":{"x":89,"y":214,"width":831,"height":12}},{"id":"24ce728b-f4ac-4f98-923c-0b7f9f91473b","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":126,"box":{"x":89,"y":229,"width":846,"height":12}},{"id":"beaa73b0-e730-4400-b655-73dc13244263","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":126,"box":{"x":88,"y":244,"width":823,"height":13}},{"id":"abc8d0ee-0caf-42a3-a9de-96ab1852e600","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":126,"box":{"x":88,"y":259,"width":774,"height":13}},{"id":"aab7754d-3523-408a-82fe-def1ce5c1f6e","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":126,"box":{"x":88,"y":286,"width":877,"height":12}},{"id":"d7620453-65a5-4a22-aaa5-ffc643a69b02","block_type":"box","text":"manner or do not provide sufficient information for us to take an informed voting decision. We may vote against directors if","page_number":126,"box":{"x":89,"y":301,"width":865,"height":12}},{"id":"db292d51-80fc-4e0b-baf5-294978f324fc","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":126,"box":{"x":88,"y":316,"width":704,"height":12}},{"id":"00c307d7-609a-4e8a-a230-9fbb0f915bbc","block_type":"box","text":"Bylaw amendments","page_number":126,"box":{"x":106,"y":342,"width":140,"height":13}},{"id":"401edb0f-695d-4b15-afaa-b995f62c172d","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":126,"box":{"x":88,"y":369,"width":860,"height":12}},{"id":"2f1326ab-1642-427f-aa87-36f54ed10ad2","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":126,"box":{"x":89,"y":384,"width":873,"height":12}},{"id":"40531fdd-74ec-4bcf-ad21-1065d4702bab","block_type":"box","text":"to a shareholder vote.","page_number":126,"box":{"x":88,"y":399,"width":151,"height":10}},{"id":"54d050d0-075d-45eb-9675-6c33d8becfcd","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections. We may vote against directors if","page_number":126,"box":{"x":88,"y":426,"width":853,"height":12}},{"id":"45c7714b-1fa2-4d1c-84c8-2b6e3a62b340","block_type":"box","text":"material changes are made to the bylaws without shareholder approval.","page_number":126,"box":{"x":89,"y":441,"width":501,"height":12}},{"id":"02c4b630-4d10-4cdd-b5c0-18c2729f7288","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":126,"box":{"x":89,"y":467,"width":876,"height":13}},{"id":"5a3833a8-aeb9-45cf-992a-75dade55c7f0","block_type":"box","text":"meaningful shareholding the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":126,"box":{"x":89,"y":482,"width":864,"height":13}},{"id":"5b6e09ca-4836-4bda-b3b9-1311e0fb53fe","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":126,"box":{"x":89,"y":497,"width":579,"height":13}},{"id":"2a4ed4ac-2d6c-4c33-aa60-39d808a11356","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":126,"box":{"x":89,"y":524,"width":876,"height":12}},{"id":"dac20bdd-edcb-4138-8843-71afd8022c9c","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":126,"box":{"x":89,"y":539,"width":859,"height":12}},{"id":"ea460e46-ba20-4d01-8f1d-f1f19143acee","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":126,"box":{"x":89,"y":554,"width":756,"height":12}},{"id":"772d010c-1ce8-4a68-8a4e-4af7c6d487d2","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":126,"box":{"x":88,"y":581,"width":878,"height":12}},{"id":"48f9071e-595d-4c13-84b8-94ea9381d8b5","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":126,"box":{"x":88,"y":596,"width":696,"height":12}},{"id":"7fe2463d-1a10-4ef7-ad03-4f6dcce4aa9b","block_type":"box","text":"Change of domicile","page_number":126,"box":{"x":105,"y":622,"width":139,"height":12}},{"id":"873fa0ad-556f-43db-b9ea-bf79f80bb8a6","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":126,"box":{"x":88,"y":649,"width":842,"height":12}},{"id":"5ce71af0-062e-464c-8802-1ba555de236e","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":126,"box":{"x":89,"y":664,"width":754,"height":12}},{"id":"77d4b47f-5e98-4cfb-b89d-41c48922ac19","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":126,"box":{"x":88,"y":690,"width":878,"height":13}},{"id":"a3eefeae-7a15-4fcf-b84f-3a61d57c2fed","block_type":"box","text":"financial interests.","page_number":126,"box":{"x":88,"y":705,"width":126,"height":10}},{"id":"d838b984-c5e9-4f32-89e3-5e85379137a8","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":126,"box":{"x":105,"y":732,"width":446,"height":12}},{"id":"71b6a2ee-7a9e-4e63-9dae-75ee1cecaa08","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":126,"box":{"x":89,"y":758,"width":826,"height":13}},{"id":"5c8962ae-6e60-407e-8fbb-cf2be5506ca1","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":126,"box":{"x":89,"y":773,"width":823,"height":13}},{"id":"eddf4929-b075-47fd-81b1-4e3876da60b7","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":126,"box":{"x":89,"y":788,"width":455,"height":13}},{"id":"d445b47c-1697-466f-a07b-9f0979030ce1","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":126,"box":{"x":88,"y":815,"width":871,"height":12}},{"id":"4d499633-4246-43a2-82e6-e8a4c5931022","block_type":"box","text":"not provided a credible argument for change.","page_number":126,"box":{"x":89,"y":830,"width":316,"height":12}},{"id":"a38ac780-a026-47e8-8f53-9c019b0b0cdb","block_type":"box","text":"A-12","page_number":126,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"48536a20-6421-400f-a63e-81ea163131a6","block_type":"box","text":"Shareholder proposals","page_number":127,"box":{"x":88,"y":44,"width":163,"height":12}},{"id":"2315c378-3712-441e-a67d-5d7acce093ef","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":127,"box":{"x":88,"y":70,"width":813,"height":13}},{"id":"24f3e616-7cbb-4d07-b09a-fc09a31100bd","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":127,"box":{"x":89,"y":85,"width":846,"height":13}},{"id":"17807ce4-8488-4af1-a313-25d52911e509","block_type":"box","text":"majority of votes cast at the meeting. The topics raised address a range of governance, social and environmental matters that","page_number":127,"box":{"x":89,"y":101,"width":879,"height":12}},{"id":"bd5e74ee-f4ee-46d0-8a76-5f406512443c","block_type":"box","text":"may be relevant to a company’s business. Shareholder proposals are considered by many investors to be an escalation tool","page_number":127,"box":{"x":89,"y":116,"width":857,"height":12}},{"id":"f3153612-8b21-448b-b2b5-e5d243de38ff","block_type":"box","text":"when a company is unresponsive to their engagement.","page_number":127,"box":{"x":88,"y":131,"width":384,"height":12}},{"id":"e68e3a93-e33e-4dc9-9cd5-94f674d83ca1","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":127,"box":{"x":88,"y":157,"width":877,"height":13}},{"id":"f50257ea-c540-4337-a7bc-cc2965d9011f","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":127,"box":{"x":89,"y":172,"width":861,"height":13}},{"id":"b17dc267-bb57-43c1-8e07-3d28e24b9cfc","block_type":"box","text":"being acted upon might have on financial performance.","page_number":127,"box":{"x":89,"y":188,"width":388,"height":12}},{"id":"80f910fa-9cbd-4f12-b02f-3d2b03c3ccbd","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":127,"box":{"x":89,"y":214,"width":861,"height":12}},{"id":"ef54d7b2-fcfd-4f68-a39e-e577876444b8","block_type":"box","text":"understand the apparent difference in perspective. If we continue to believe the company is not acting in shareholders’","page_number":127,"box":{"x":89,"y":229,"width":829,"height":12}},{"id":"6e9b08ad-e8df-4ea7-b3f1-54e8202f3d7d","block_type":"box","text":"financial interests, we may vote against the election of directors. We may support a relevant shareholder proposal if doing so","page_number":127,"box":{"x":88,"y":244,"width":871,"height":13}},{"id":"857ab15f-00ad-4277-8cef-153e1e404a79","block_type":"box","text":"reinforces the points made in our engagement or is aligned with our clients’ financial interests. We generally do not support","page_number":127,"box":{"x":89,"y":259,"width":865,"height":13}},{"id":"6d2b07ca-af38-4516-9d99-f6c5fa5cb293","block_type":"box","text":"shareholder proposals that are legally binding on the company, seek to alter a company’s strategy or direct its operations, or","page_number":127,"box":{"x":89,"y":274,"width":868,"height":13}},{"id":"d2c0b8e3-44e2-4f1a-bf53-be6376c38555","block_type":"box","text":"are unrelated to how a company manages risk or generates financial returns.","page_number":127,"box":{"x":89,"y":290,"width":537,"height":12}},{"id":"0a7f48eb-33cc-44f7-b3c1-ebb2dad5aa87","block_type":"box","text":"BlackRock is subject to legal and regulatory requirements in the U.S. that place restrictions and limitations on how we can","page_number":127,"box":{"x":89,"y":316,"width":851,"height":12}},{"id":"4f34063a-b8eb-46f1-9462-ad0bcc767495","block_type":"box","text":"interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals.","page_number":127,"box":{"x":89,"y":331,"width":876,"height":12}},{"id":"19fd1577-a644-4b57-8bb6-066ac18c9652","block_type":"box","text":"We can vote on behalf of clients who authorize us to do so, on proposals put forth by others.","page_number":127,"box":{"x":88,"y":346,"width":647,"height":13}},{"id":"d94181cc-fcc9-4c3c-bf5d-bfd41bf6f408","block_type":"box","text":"Corporate political activities","page_number":127,"box":{"x":89,"y":373,"width":202,"height":12}},{"id":"7220557c-92e2-4d0e-8d72-78a1b4c2b83c","block_type":"box","text":"We seek to understand how companies ensure that their direct and indirect engagement in the policy making process is","page_number":127,"box":{"x":88,"y":399,"width":841,"height":13}},{"id":"7170c483-aa54-4607-a562-604af9cc7ba8","block_type":"box","text":"consistent with their public statements on policy matters important to the company’s long-term strategy. The board should","page_number":127,"box":{"x":89,"y":414,"width":865,"height":13}},{"id":"7dc20db9-5d7b-44e8-8921-6e668daaaff5","block_type":"box","text":"be aware of the approach taken to corporate political activities as there can be reputational risks arising from inconsistencies.","page_number":127,"box":{"x":89,"y":429,"width":876,"height":13}},{"id":"4f90ad9d-3a0f-4f40-bdb0-41032be72625","block_type":"box","text":"Companies should, as a minimum, meet all regulatory disclosure requirements on political activities, and ideally, provide","page_number":127,"box":{"x":89,"y":445,"width":839,"height":12}},{"id":"7a2bb0cd-5499-46e0-b39f-a8f46e7e004e","block_type":"box","text":"accessible and clear disclosures to shareholders on policy positions, public policy engagement activities and political","page_number":127,"box":{"x":89,"y":460,"width":814,"height":12}},{"id":"dfc40a46-d1ce-4b23-b923-419ccfa9963c","block_type":"box","text":"donations. To mitigate the risk of inconsistencies, companies can usefully assess the alignment between their policy priorities","page_number":127,"box":{"x":89,"y":475,"width":878,"height":12}},{"id":"5c3e185f-4519-418e-8709-3c4b49c26bcd","block_type":"box","text":"and the policy positions of the trade associations of which they are active members and any engagements undertaken by","page_number":127,"box":{"x":89,"y":490,"width":849,"height":12}},{"id":"979d86ad-24e7-42ec-a69b-2b8139599542","block_type":"box","text":"trade associations on behalf of members.","page_number":127,"box":{"x":88,"y":505,"width":289,"height":10}},{"id":"0ea35461-7b77-4441-8ed8-9b023e9e79e0","block_type":"box","text":"Generally, this is an engagement matter, although we may support a relevant shareholder proposal, or vote against directors,","page_number":127,"box":{"x":89,"y":531,"width":872,"height":13}},{"id":"8e35aa97-35c4-489a-9da6-8cd9f59deffe","block_type":"box","text":"where a company’s disclosures are insufficient, or it becomes public that there is a material contradiction in a company’s","page_number":127,"box":{"x":88,"y":547,"width":845,"height":12}},{"id":"88b9bd31-f2ef-40f5-b83b-72317cf02496","block_type":"box","text":"public policy positions and its policy engagement.","page_number":127,"box":{"x":89,"y":562,"width":348,"height":12}},{"id":"562c2a11-8eea-4c70-a224-18efaa44e9a4","block_type":"box","text":"Sustainability, or environmental and social, considerations","page_number":127,"box":{"x":88,"y":588,"width":421,"height":12}},{"id":"fe7f7771-a9cb-415f-81f5-e19b7854e2ff","block_type":"box","text":"We seek to understand how companies manage the risks and opportunities inherent in their business operations. In our","page_number":127,"box":{"x":88,"y":615,"width":840,"height":12}},{"id":"4bc955fc-8910-42cb-bddd-34c6b1243373","block_type":"box","text":"experience, sustainability-related factors","page_number":127,"box":{"x":89,"y":630,"width":282,"height":12}},{"id":"a3f7b29e-5d23-433a-8c47-9b5114ca0be7","block_type":"box","text":"(5)","page_number":127,"box":{"x":373,"y":628,"width":14,"height":8}},{"id":"123f3e84-c1af-4afd-95ad-0345968c76c8","block_type":"box","text":"that are relevant to a company’s business or material to its financial performance,","page_number":127,"box":{"x":392,"y":630,"width":571,"height":12}},{"id":"cf282320-4618-47f6-b3f0-a410a21a58f6","block_type":"box","text":"are generally operational considerations embedded into day-to-day management systems. Certain sustainability issues may","page_number":127,"box":{"x":89,"y":645,"width":867,"height":12}},{"id":"cf5463e4-492a-4a85-bc28-ab240d3be48e","block_type":"box","text":"also inform long-term strategic planning, for example, investing in product innovation in anticipation of changing consumer","page_number":127,"box":{"x":89,"y":660,"width":868,"height":12}},{"id":"12da03a7-1a56-4f80-998b-70cd20ff3d97","block_type":"box","text":"demand or adapting supply chains in response to changing regulatory requirements.","page_number":127,"box":{"x":89,"y":675,"width":593,"height":12}},{"id":"d8ad5118-42bf-495d-bc0e-8a558aab0ab4","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":127,"box":{"x":88,"y":702,"width":864,"height":12}},{"id":"9246ff81-def0-453c-9817-84cb931c3b6f","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":127,"box":{"x":89,"y":717,"width":862,"height":12}},{"id":"9fb86ab6-487f-45b1-bdb5-75f24e31f238","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":127,"box":{"x":89,"y":732,"width":783,"height":12}},{"id":"8fc3e073-aac1-47fa-9364-6e4bea7860e0","block_type":"box","text":"(5) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mod","page_number":127,"box":{"x":89,"y":793,"width":831,"height":10}},{"id":"b1f5884b-9352-4e79-906d-3298f279eeba","block_type":"box","text":"el that","page_number":127,"box":{"x":922,"y":793,"width":34,"height":8}},{"id":"3a34a1e3-096d-4433-8f8e-7eaa341f12ca","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":127,"box":{"x":121,"y":805,"width":826,"height":10}},{"id":"dd3d92d3-ce5a-4d92-91cd-f8f4912b44e5","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":127,"box":{"x":121,"y":818,"width":832,"height":10}},{"id":"472d2eca-a2c8-4bb3-9ded-f2df92cc1caa","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":127,"box":{"x":121,"y":831,"width":818,"height":10}},{"id":"d88808f7-88d7-474e-8d8a-1581a22b5b2a","block_type":"box","text":"e","page_number":127,"box":{"x":940,"y":833,"width":5,"height":5}},{"id":"1fd5e858-d3d2-4702-87cd-12a2e5f2b722","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":127,"box":{"x":121,"y":843,"width":823,"height":10}},{"id":"608e28eb-1b73-46bc-a43a-8fc68e0a42cd","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":127,"box":{"x":121,"y":856,"width":785,"height":10}},{"id":"f21b8399-0192-4b4c-a9db-48a1bb8f01e7","block_type":"box","text":"onsider","page_number":127,"box":{"x":907,"y":856,"width":46,"height":8}},{"id":"bad5288f-8e9f-428c-b05f-f7cc8c06cff7","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":127,"box":{"x":121,"y":868,"width":323,"height":10}},{"id":"e7d26a32-6731-47b8-9c0e-cd034ac01c61","block_type":"box","text":"A-13","page_number":127,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"aa268115-3453-419e-972e-18969645f12b","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":128,"box":{"x":89,"y":44,"width":871,"height":12}},{"id":"2d009a3f-3a25-43e2-ac22-544efd74079f","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":128,"box":{"x":89,"y":59,"width":810,"height":12}},{"id":"ecb815ff-5632-4900-81d1-69de917cb86e","block_type":"box","text":"investment.","page_number":128,"box":{"x":89,"y":75,"width":80,"height":9}},{"id":"8d315035-5ff5-4553-9348-509fec59c376","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":128,"box":{"x":88,"y":101,"width":834,"height":12}},{"id":"928e524a-a642-40fa-8c07-53d5b73e442e","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":128,"box":{"x":89,"y":116,"width":762,"height":12}},{"id":"5b16ddd5-e468-428c-8e58-95e8e83adb18","block_type":"box","text":"Key stakeholders","page_number":128,"box":{"x":89,"y":142,"width":121,"height":12}},{"id":"703f31ff-2b61-4927-8895-d2ec6792a466","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":128,"box":{"x":89,"y":169,"width":842,"height":12}},{"id":"3a1498ad-ac1e-4c8d-9604-877d43e95e0e","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":128,"box":{"x":89,"y":184,"width":858,"height":12}},{"id":"e39472a6-d3c5-4692-95b0-a5a8074b1349","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":128,"box":{"x":88,"y":199,"width":843,"height":12}},{"id":"20eb3fb4-ee50-4048-a172-13dccaf79919","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":128,"box":{"x":89,"y":214,"width":872,"height":12}},{"id":"1896aa4b-df75-4587-bc40-771fef4ddc2f","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":128,"box":{"x":89,"y":229,"width":865,"height":12}},{"id":"f0229b71-2871-4a3c-b6ea-9d99fc771ad0","block_type":"box","text":"be financially resilient over time.","page_number":128,"box":{"x":89,"y":244,"width":223,"height":13}},{"id":"6d681e45-baa2-4990-9d5a-ad1011838326","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":128,"box":{"x":89,"y":271,"width":367,"height":12}},{"id":"e4abb8c7-0785-4194-a3ea-9f3623734569","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":128,"box":{"x":89,"y":297,"width":847,"height":12}},{"id":"2e39ee5d-3a60-4fcd-80c7-3666457dd4a2","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":128,"box":{"x":88,"y":312,"width":875,"height":13}},{"id":"1006541d-a38f-49d4-b9ba-5c323425ed7e","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":128,"box":{"x":89,"y":327,"width":864,"height":13}},{"id":"1e748ddf-5018-4576-8216-85618110ca9b","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":128,"box":{"x":88,"y":342,"width":878,"height":13}},{"id":"d8f5f824-1427-4da0-ac4e-fb8aeee54b62","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":128,"box":{"x":88,"y":358,"width":849,"height":12}},{"id":"9464326c-5fe2-4906-9503-fef2041a6780","block_type":"box","text":"levels. This approach is only taken following BlackRock receiving the explicit approval from the applicable fund board.","page_number":128,"box":{"x":89,"y":373,"width":820,"height":12}},{"id":"4c22709a-55f3-4bd2-8c41-6406b72da81a","block_type":"box","text":"The decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":128,"box":{"x":88,"y":399,"width":859,"height":13}},{"id":"aba40a26-240d-4f89-9604-ee08f9ab4a79","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":128,"box":{"x":88,"y":414,"width":867,"height":13}},{"id":"14341d39-c9c1-4aa0-9ddf-4b2663870d47","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":128,"box":{"x":89,"y":429,"width":872,"height":13}},{"id":"6cb3221e-7df1-47e4-8e68-216d40bd90b6","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization.","page_number":128,"box":{"x":88,"y":445,"width":842,"height":12}},{"id":"de272782-4d68-4568-8d1d-aa83ec806ba9","block_type":"box","text":"These disclosures should include an explanation of the decarbonization scenarios a company is using in its near- and long","page_number":128,"box":{"x":88,"y":460,"width":862,"height":12}},{"id":"8b0a24b3-f4cb-4b9f-94e6-1890edbba59e","block_type":"box","text":"term planning, as well as its scope 1, scope 2 and material scope 3 greenhouse gas (GHG) emissions and reduction targets","page_number":128,"box":{"x":88,"y":475,"width":860,"height":12}},{"id":"68b9218c-1ac9-4cd8-b2c1-e8e6b81e85b9","block_type":"box","text":"for scope 1 and 2 emissions. As with the BAIS benchmark policies, we consider the climate-risk reporting standard issued by","page_number":128,"box":{"x":88,"y":490,"width":873,"height":12}},{"id":"22d17e6d-bd79-4df3-8ccf-9203d8ef4f19","block_type":"box","text":"the International Sustainability Standards Board, IFRS S2, a useful reference for such reporting.","page_number":128,"box":{"x":88,"y":505,"width":661,"height":12}},{"id":"078bcebf-a753-4b41-81f6-3b1bdc5f7cc0","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":128,"box":{"x":89,"y":531,"width":875,"height":13}},{"id":"460c8f95-1ffc-450d-a5a3-6335d97aa069","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately addressing or disclosing material climate","page_number":128,"box":{"x":89,"y":547,"width":838,"height":12}},{"id":"b85def53-74a5-4515-b8f1-f6771fabe317","block_type":"box","text":"related risks. We may recommend supporting shareholder proposals seeking information relevant to a company’s stated low","page_number":128,"box":{"x":89,"y":562,"width":876,"height":12}},{"id":"180a687f-b186-4324-ae64-19ca94d06577","block_type":"box","text":"carbon transition strategy and targets that the company does not currently provide and that would be helpful to investment","page_number":128,"box":{"x":89,"y":577,"width":866,"height":12}},{"id":"8b666af3-07c2-4edd-8efb-8a2129578db2","block_type":"box","text":"decision-making. As under the BAIS benchmark approach, the active portfolio managers are ultimately responsible for voting","page_number":128,"box":{"x":89,"y":592,"width":875,"height":12}},{"id":"9446d5e3-731b-4f89-b32c-74d437a687a3","block_type":"box","text":"consistent with their investment mandate and fund objectives.","page_number":128,"box":{"x":89,"y":607,"width":437,"height":12}},{"id":"8081491b-2114-49ca-b5a5-4af6843eff4a","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":128,"box":{"x":88,"y":633,"width":643,"height":13}},{"id":"01cb9f66-1f6b-4a45-a41b-2b2e8cf9a3d4","block_type":"box","text":"Oversight","page_number":128,"box":{"x":105,"y":660,"width":69,"height":12}},{"id":"c6c0674e-4577-4dc5-bcec-18f2ba2ba729","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":128,"box":{"x":88,"y":686,"width":865,"height":13}},{"id":"4008121f-6f07-430c-9cec-ce47d0be51bb","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (“the Guidelines”), which","page_number":128,"box":{"x":88,"y":702,"width":835,"height":12}},{"id":"38e220a9-1dad-4ed9-92ae-b95be81285c2","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":128,"box":{"x":89,"y":717,"width":878,"height":12}},{"id":"fafc79f5-47dd-4f26-a9b9-cccdaf51c5dc","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":128,"box":{"x":88,"y":732,"width":868,"height":12}},{"id":"30ae08f0-7c96-4058-ac2d-83407f0f2bdf","block_type":"box","text":"reporting lines, and oversight.","page_number":128,"box":{"x":89,"y":747,"width":207,"height":12}},{"id":"29d6ef43-4c06-455a-b43e-c1611c35c616","block_type":"box","text":"The Active Investment Stewardship Oversight Committee, comprised of senior representatives of the active investment, legal","page_number":128,"box":{"x":88,"y":773,"width":873,"height":13}},{"id":"38342f44-9223-409d-9a32-001f8159858a","block_type":"box","text":"and risk teams, reviews and advises on amendments to BAIS’ Global Engagement and Voting Guidelines. The Committee also","page_number":128,"box":{"x":89,"y":788,"width":878,"height":13}},{"id":"49409d00-a091-4edc-a2e6-fb8c13045b6b","block_type":"box","text":"considers developments in corporate governance, related public policy, and market norms and how these might influence","page_number":128,"box":{"x":89,"y":804,"width":852,"height":12}},{"id":"d43ac3a8-ada1-4034-b263-2210480d1a8a","block_type":"box","text":"BAIS’ policies and practices. The Committee does not determine voting decisions, which are the responsibility of BAIS and","page_number":128,"box":{"x":89,"y":819,"width":853,"height":12}},{"id":"4a4dcf95-1aac-46f9-bd35-fa281089fb5b","block_type":"box","text":"the relevant active equity investors.","page_number":128,"box":{"x":88,"y":834,"width":246,"height":12}},{"id":"5bf372a1-4b49-44c2-9ab7-61cb368221b3","block_type":"box","text":"A-14","page_number":128,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"f7d3ad98-0ae1-46ba-86a1-a41e982c4fd6","block_type":"box","text":"In addition, there is a standing advisory group of senior active investors who counsel BAIS on complex or high-profile votes","page_number":129,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"bbdcfdcc-8322-440c-bcef-0a79ec19f5d2","block_type":"box","text":"before a recommendation is finalized and escalated to the portfolio managers with holdings in the company under","page_number":129,"box":{"x":89,"y":59,"width":801,"height":12}},{"id":"ca2f53cf-fa16-4698-a56e-088be0b141bb","block_type":"box","text":"consideration. This group also formally reviews any revisions to the Engagement and Voting Guidelines proposed by BAIS as","page_number":129,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"9a0c98db-31fb-4823-8a8b-4a41589218c1","block_type":"box","text":"part of its annual review.","page_number":129,"box":{"x":89,"y":89,"width":170,"height":13}},{"id":"68be0a74-767a-42fc-827c-0b8a8c3ad9d5","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":129,"box":{"x":89,"y":116,"width":862,"height":12}},{"id":"45d94166-4662-4deb-962b-c828941b94ba","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":129,"box":{"x":89,"y":131,"width":873,"height":12}},{"id":"0b794b38-b1aa-419a-a2a1-18e8cc75262e","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":129,"box":{"x":89,"y":146,"width":874,"height":12}},{"id":"9d11e7cb-2e33-4cd7-87a4-2482624203a2","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":129,"box":{"x":89,"y":161,"width":878,"height":12}},{"id":"d67d53e5-cff2-468b-ae3c-7a5ac6888e3d","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":129,"box":{"x":89,"y":176,"width":807,"height":13}},{"id":"eefcf299-9a18-4a3c-a565-57b919b8d741","block_type":"box","text":"Voting guidelines and vote execution","page_number":129,"box":{"x":104,"y":203,"width":267,"height":12}},{"id":"b8f69992-84a0-4652-93ac-6389a995b476","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":129,"box":{"x":89,"y":229,"width":866,"height":12}},{"id":"7067a1d0-9198-47ac-90d7-f9347131b2a9","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":129,"box":{"x":88,"y":244,"width":863,"height":13}},{"id":"dde0663d-205c-4249-ad74-44b3a3fe584d","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":129,"box":{"x":88,"y":259,"width":863,"height":13}},{"id":"d676a121-4ea5-4dde-b873-3b49408c2547","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":129,"box":{"x":88,"y":274,"width":877,"height":13}},{"id":"48ee56a7-027f-49d4-8759-722a71764cbd","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":129,"box":{"x":88,"y":290,"width":848,"height":12}},{"id":"c4ec0fff-83f2-434c-8eef-4c1ae7d9d5cb","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":129,"box":{"x":89,"y":305,"width":841,"height":12}},{"id":"0ffcd004-2207-4de0-a455-7d2c535286d2","block_type":"box","text":"below).","page_number":129,"box":{"x":89,"y":320,"width":50,"height":12}},{"id":"f9ec55f7-b918-49af-8428-1a9d0f0795c6","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":129,"box":{"x":88,"y":346,"width":859,"height":13}},{"id":"aa2b7ad7-86f0-4098-9d68-fa22f52c9b9a","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":129,"box":{"x":89,"y":361,"width":846,"height":13}},{"id":"c48130fa-e642-48e4-8874-c110f40f9559","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":129,"box":{"x":89,"y":376,"width":619,"height":13}},{"id":"5be223a1-aa88-424d-914e-a602cfec7ed6","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":129,"box":{"x":88,"y":403,"width":862,"height":12}},{"id":"568431a9-aadf-47dc-b416-04dc17e14a89","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":129,"box":{"x":89,"y":418,"width":863,"height":12}},{"id":"3c7f2f57-6bb0-4163-8f47-2e2d5eb955bc","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":129,"box":{"x":89,"y":433,"width":827,"height":13}},{"id":"8087e570-2696-4a77-9231-bef238e0def7","block_type":"box","text":"insight into how we typically approach issues that commonly arise on corporate ballots. The Guidelines are reviewed","page_number":129,"box":{"x":89,"y":448,"width":815,"height":13}},{"id":"e7d03bb2-a53a-4162-8dd1-bf8a5fa14cb6","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":129,"box":{"x":89,"y":463,"width":826,"height":13}},{"id":"732e7d68-72f2-4d75-be0d-9ddd41e6051f","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":129,"box":{"x":88,"y":479,"width":854,"height":12}},{"id":"c46b2097-7cca-4b13-98f0-e931cee9999a","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":129,"box":{"x":89,"y":494,"width":452,"height":12}},{"id":"cc9ffa12-cbdc-4086-96bd-54975e476035","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":129,"box":{"x":89,"y":520,"width":846,"height":12}},{"id":"470e6408-2ae9-4a60-ae0c-58bb1cf18983","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":129,"box":{"x":89,"y":535,"width":867,"height":13}},{"id":"73e1df80-28f4-4d65-a7f7-9535b5019d25","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":129,"box":{"x":89,"y":550,"width":804,"height":13}},{"id":"e4b46dd6-7ea4-4777-b2e2-2ba260af8c59","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some","page_number":129,"box":{"x":89,"y":565,"width":820,"height":13}},{"id":"5cbb2f07-b4e2-494e-bafc-386c94f012f8","block_type":"box","text":"specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory","page_number":129,"box":{"x":89,"y":581,"width":830,"height":12}},{"id":"bdac99c4-b793-4ae3-af51-f78784c23f33","block_type":"box","text":"constraints; and vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting","page_number":129,"box":{"x":89,"y":596,"width":788,"height":12}},{"id":"ed9bbda2-175f-4b25-b9ca-8c4f7938248a","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":129,"box":{"x":89,"y":611,"width":807,"height":12}},{"id":"bb683f06-505f-4ee3-8e2f-6ecb646e9300","block_type":"box","text":"burdensome administrative requirements.","page_number":129,"box":{"x":89,"y":626,"width":292,"height":12}},{"id":"fe5a6aea-d90a-4f3a-9300-7dfd7f22a0f6","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":129,"box":{"x":89,"y":652,"width":878,"height":13}},{"id":"49a62a87-cf9d-4b66-b7e6-857dd3f703ea","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":129,"box":{"x":89,"y":668,"width":869,"height":12}},{"id":"a2924654-3f8d-4d40-943b-b4ee53d0af57","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":129,"box":{"x":89,"y":683,"width":878,"height":12}},{"id":"d84460d9-514e-47ec-b7a3-d56b33c62694","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":129,"box":{"x":89,"y":698,"width":397,"height":12}},{"id":"9617d5ce-a815-41a2-9be7-40766557e25f","block_type":"box","text":"Voting Choice","page_number":129,"box":{"x":104,"y":724,"width":101,"height":13}},{"id":"55c4b1ce-fd0e-4619-b4d6-4ec5dab27b8a","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":129,"box":{"x":89,"y":751,"width":855,"height":12}},{"id":"149bc928-056c-4857-a53c-9a505226550d","block_type":"box","text":"voting process where legally and operationally viable.","page_number":129,"box":{"x":88,"y":766,"width":373,"height":12}},{"id":"f23d8e14-cf4c-4235-ba78-1fb7f1b933f7","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":129,"box":{"x":88,"y":792,"width":823,"height":13}},{"id":"44ee38a4-c3f7-481a-8515-52eeda9f96e0","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":129,"box":{"x":89,"y":807,"width":832,"height":13}},{"id":"c9ec334c-397d-465f-88d7-c575d12bb0a8","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies","page_number":129,"box":{"x":89,"y":822,"width":756,"height":13}},{"id":"a419f832-febb-49f5-bb3c-c26a4e555e85","block_type":"box","text":"(6)","page_number":129,"box":{"x":847,"y":820,"width":14,"height":8}},{"id":"d654cea9-9078-463b-8d3f-c97765dd0acc","block_type":"box","text":".","page_number":129,"box":{"x":863,"y":831,"width":2,"height":1}},{"id":"9323de55-100a-4e53-9f92-02db6e46e20d","block_type":"box","text":"(6) With Voting Choice, SMAs have the ability to select from a set of voting policies from third-party proxy advisers the policy that best aligns with th","page_number":129,"box":{"x":89,"y":856,"width":844,"height":10}},{"id":"dc52cb4f-565c-49ce-9ecb-9857ff1afe87","block_type":"box","text":"eir","page_number":129,"box":{"x":934,"y":857,"width":13,"height":7}},{"id":"55987eef-13df-4fb7-bb14-20e4ba7e1973","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":129,"box":{"x":121,"y":868,"width":752,"height":10}},{"id":"5e22f990-f2fa-4b64-ac1a-882ea04da168","block_type":"box","text":"A-15","page_number":129,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"9fad47b1-f65c-471d-937d-baeee7a869fa","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":130,"box":{"x":88,"y":44,"width":880,"height":12}},{"id":"0171a1d9-e4ec-40cc-969c-9210b0edfdcc","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":130,"box":{"x":89,"y":59,"width":833,"height":12}},{"id":"681e3b8a-0c31-4841-809c-ce81798db77b","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":130,"box":{"x":89,"y":74,"width":863,"height":12}},{"id":"bb0a1dab-cdb1-4853-8229-6f4c5a3c74cd","block_type":"box","text":"because of Voting Choice. BlackRock does not disclose client information, including a client’s selection of proxy policy,","page_number":130,"box":{"x":89,"y":89,"width":826,"height":13}},{"id":"2a225e41-6859-4c92-a1eb-670cbfa642d6","block_type":"box","text":"without client consent.","page_number":130,"box":{"x":88,"y":104,"width":160,"height":10}},{"id":"1a2142b9-9bd8-41f8-8b79-c22d386be745","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":130,"box":{"x":105,"y":131,"width":400,"height":12}},{"id":"56da9799-c52e-429b-9c33-2801f5efcb74","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":130,"box":{"x":88,"y":157,"width":877,"height":13}},{"id":"2df7ab95-3dec-4658-8209-d8f6ceff9af6","block_type":"box","text":"as voting infrastructure. As mentioned previously, BlackRock contracts primarily with the vote services provider ISS and","page_number":130,"box":{"x":89,"y":172,"width":833,"height":13}},{"id":"5e7c63f8-499d-4dea-bd60-2b4683cbff48","block_type":"box","text":"leverages its online platform to supply research and support voting, record keeping, and reporting processes. We also use","page_number":130,"box":{"x":89,"y":188,"width":848,"height":12}},{"id":"da2ec709-2e05-4d85-91cb-e5830a51de8c","block_type":"box","text":"Glass Lewis’ research and analysis as an input into our voting process. It is important to note that, although proxy research","page_number":130,"box":{"x":89,"y":203,"width":858,"height":12}},{"id":"576a83e5-c398-44b6-acf8-a60215af156a","block_type":"box","text":"firms provide important data and analysis, BAIS does not rely solely on their information or follow their voting","page_number":130,"box":{"x":88,"y":218,"width":767,"height":12}},{"id":"7a5cd609-9171-4706-a4e8-1c8ceedf09db","block_type":"box","text":"recommendations. A company’s disclosures, our past engagements and voting, investment colleagues’ insights and our","page_number":130,"box":{"x":89,"y":233,"width":840,"height":12}},{"id":"2d2e0c86-0371-498b-8b39-ba16be05e345","block_type":"box","text":"voting guidelines are important inputs into our voting decisions on behalf of clients.","page_number":130,"box":{"x":88,"y":248,"width":586,"height":12}},{"id":"64f20c69-7c82-486f-ac04-12675dcb95b6","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":130,"box":{"x":89,"y":274,"width":824,"height":13}},{"id":"bf31fec6-81c7-4bbf-9ffb-55d592436259","block_type":"box","text":"process by making voting recommendations based on BAIS’ voting guidelines when the items on a shareholder meeting","page_number":130,"box":{"x":89,"y":290,"width":840,"height":12}},{"id":"3988a824-e0ea-4815-8eed-b825149cf0fd","block_type":"box","text":"agenda are routine. Agenda items that are not routine are referred back to BAIS to assess, escalate as necessary to the","page_number":130,"box":{"x":89,"y":305,"width":826,"height":12}},{"id":"2bd478e9-f1f2-4542-8baa-58d7afe8de48","block_type":"box","text":"relevant portfolio managers and vote. BAIS reviews and can override the recommendations of the vote services provider at","page_number":130,"box":{"x":89,"y":320,"width":856,"height":12}},{"id":"be98a9e1-0688-418c-b84c-6e83684c05b9","block_type":"box","text":"any time prior to the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research","page_number":130,"box":{"x":89,"y":335,"width":833,"height":12}},{"id":"b62647ea-6772-4dd8-9b51-5baf7b915a82","block_type":"box","text":"reports, company announcements, and direct communications from companies to ensure awareness of supplemental","page_number":130,"box":{"x":89,"y":350,"width":826,"height":12}},{"id":"dfad9bb6-a432-40cc-880f-17e05998c529","block_type":"box","text":"disclosures and proxy materials that may require a modification of votes.","page_number":130,"box":{"x":89,"y":365,"width":508,"height":12}},{"id":"210c7dfc-2aa2-4b29-9ebb-9aba3de1f646","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":130,"box":{"x":89,"y":392,"width":850,"height":12}},{"id":"870d5426-ad26-4f4a-b2c3-918ada64ac82","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":130,"box":{"x":89,"y":407,"width":872,"height":12}},{"id":"32c02895-b4e8-4cd2-b243-d92ba540f200","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":130,"box":{"x":89,"y":422,"width":869,"height":12}},{"id":"4379cb1a-2f6e-47dd-a60f-ecca513f4ecd","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":130,"box":{"x":89,"y":437,"width":584,"height":12}},{"id":"dda369c1-19b2-445a-8629-25f58698eaf3","block_type":"box","text":"Conflicts management policies and procedures","page_number":130,"box":{"x":105,"y":463,"width":340,"height":13}},{"id":"11a3fa5c-5f08-4c35-925b-df87c617ccc2","block_type":"box","text":"BAIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such","page_number":130,"box":{"x":89,"y":490,"width":833,"height":12}},{"id":"441f5422-eefc-4431-9322-401e305c0af9","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":130,"box":{"x":89,"y":505,"width":829,"height":12}},{"id":"557b5b37-625b-45d7-ba10-eda7f573e0e6","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. 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In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":130,"box":{"x":154,"y":783,"width":777,"height":13}},{"id":"23773805-ecee-444a-9e37-afcaeed6fd5e","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":130,"box":{"x":154,"y":799,"width":797,"height":12}},{"id":"e5ed24d6-8391-4b9d-a129-797676bffa13","block_type":"box","text":"with such parties. Clients or business partners are not given special treatment or differentiated access. BAIS","page_number":130,"box":{"x":153,"y":814,"width":752,"height":12}},{"id":"b17f13b4-680e-44a4-8b05-99a85506b3c4","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":130,"box":{"x":154,"y":829,"width":803,"height":12}},{"id":"ebb3380e-8079-46fb-bc0f-45f3b5389961","block_type":"box","text":"a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for","page_number":130,"box":{"x":154,"y":844,"width":802,"height":12}},{"id":"618cc2fe-431f-4292-87a2-34be47dfaa22","block_type":"box","text":"the economic value of the company. Within the normal course of business, BAIS may engage directly with","page_number":130,"box":{"x":153,"y":859,"width":741,"height":12}},{"id":"d4720355-eda5-4f31-b9b8-c7841ebd6eae","block_type":"box","text":"A-16","page_number":130,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"3ca12fca-3249-4761-9c54-04a02dec93da","block_type":"box","text":"BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management,","page_number":131,"box":{"x":154,"y":44,"width":798,"height":12}},{"id":"f1a0073f-a5be-4f7f-bd04-778cf42f54b0","block_type":"box","text":"or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance","page_number":131,"box":{"x":154,"y":59,"width":803,"height":12}},{"id":"c376a28a-807d-4dc4-b59b-be4670ae9981","block_type":"box","text":"matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":131,"box":{"x":154,"y":74,"width":741,"height":12}},{"id":"25e11d20-f611-4d2e-8bf2-3a2089fb7dfe","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":131,"box":{"x":121,"y":94,"width":846,"height":13}},{"id":"b2dd1024-0deb-48bd-ba07-1d033c3381a4","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":131,"box":{"x":154,"y":109,"width":784,"height":13}},{"id":"07cb37dc-a031-4dbe-a4ca-148d6bf2f2c1","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":131,"box":{"x":154,"y":125,"width":780,"height":12}},{"id":"35f73ed2-03c9-497e-9c09-689aee07c149","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":131,"box":{"x":154,"y":140,"width":793,"height":12}},{"id":"8cc8a5ab-798d-4081-925f-5e7502bfe8b1","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":131,"box":{"x":154,"y":155,"width":799,"height":12}},{"id":"561cf214-ca3f-41a4-a6ae-8b73b32cf0f9","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":131,"box":{"x":154,"y":170,"width":790,"height":12}},{"id":"3c1eee2b-f928-429c-b898-ed39ef14f4dc","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for:","page_number":131,"box":{"x":154,"y":185,"width":693,"height":12}},{"id":"ec2ea873-cd5a-4168-bb34-c9986daf4b06","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":131,"box":{"x":187,"y":205,"width":592,"height":12}},{"id":"559fad66-bff5-41ad-9905-260a40f59a8d","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":131,"box":{"x":187,"y":225,"width":761,"height":13}},{"id":"dcfc2184-f81b-44e8-b4c2-88cea6ada384","block_type":"box","text":"the board of directors","page_number":131,"box":{"x":218,"y":240,"width":152,"height":10}},{"id":"aabb8864-701a-427e-b9e7-59258ad7f848","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":131,"box":{"x":187,"y":261,"width":646,"height":12}},{"id":"62a8c0d3-8d24-4d81-8920-5ee26d0763f3","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":131,"box":{"x":187,"y":281,"width":513,"height":12}},{"id":"fc0f3293-3727-4994-a896-ea6f91041c7c","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":131,"box":{"x":187,"y":301,"width":764,"height":12}},{"id":"1f204799-d144-4145-87a3-7e2145c01338","block_type":"box","text":"party voting service provider","page_number":131,"box":{"x":219,"y":316,"width":199,"height":12}},{"id":"53fdc1b6-7ef5-441d-a08d-e3248925913c","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":131,"box":{"x":89,"y":342,"width":873,"height":13}},{"id":"fb99a243-dadc-4c90-bfc7-3c616200cd60","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":131,"box":{"x":89,"y":358,"width":826,"height":12}},{"id":"54677b75-e030-41ff-90ea-5d8ca71c47a9","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":131,"box":{"x":89,"y":373,"width":836,"height":12}},{"id":"3a6ad87b-ca68-42c0-a7eb-e76b2e0ed5ff","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":131,"box":{"x":89,"y":388,"width":829,"height":12}},{"id":"e0ca7716-8c35-4865-ac2e-b323acd846ae","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. The Active","page_number":131,"box":{"x":89,"y":403,"width":804,"height":12}},{"id":"44dbb1c7-cbd2-464d-9a9e-881f9b5d00de","block_type":"box","text":"Investment Stewardship Oversight Committee appoints and reviews the performance of the independent third-party voting","page_number":131,"box":{"x":89,"y":418,"width":863,"height":12}},{"id":"5b86bc90-e43b-4e65-9c67-a2c98d542a0a","block_type":"box","text":"service providers, generally on an annual basis.","page_number":131,"box":{"x":89,"y":433,"width":327,"height":13}},{"id":"8b4315d0-ba8b-4078-a59f-3d81f4afa2ad","block_type":"box","text":"Securities lending","page_number":131,"box":{"x":105,"y":460,"width":128,"height":12}},{"id":"bb67c39d-6960-4264-bf76-d69deca7956c","block_type":"box","text":"When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. Securities lending is a well-regulated","page_number":131,"box":{"x":88,"y":486,"width":855,"height":12}},{"id":"cf08663d-7e04-4b45-8617-7daedd003585","block_type":"box","text":"practice that contributes to capital market efficiency. It also enables funds to generate additional returns while allowing fund","page_number":131,"box":{"x":89,"y":501,"width":870,"height":13}},{"id":"8512a112-3936-464c-99c6-ef8b1f94f62f","block_type":"box","text":"providers to keep fund expenses lower.","page_number":131,"box":{"x":89,"y":516,"width":270,"height":13}},{"id":"8e4d2039-b8aa-4a8c-ad01-7f577d0cb7fe","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":131,"box":{"x":88,"y":543,"width":867,"height":12}},{"id":"97cc8408-dc7b-4558-b31e-2a00c40a2a13","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":131,"box":{"x":89,"y":558,"width":827,"height":12}},{"id":"2e9f9782-3049-40a7-931b-cfbc8d05889e","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":131,"box":{"x":89,"y":573,"width":866,"height":12}},{"id":"60e74806-5980-4211-acdf-450bb7b0a572","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":131,"box":{"x":89,"y":588,"width":853,"height":12}},{"id":"c4d5f2a8-b2da-4c7c-b2af-35971e1d1bea","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":131,"box":{"x":89,"y":603,"width":838,"height":13}},{"id":"38fe7d09-99a2-4a7f-b028-4eb099facf71","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration). BAIS works with","page_number":131,"box":{"x":89,"y":618,"width":844,"height":13}},{"id":"42020bc8-1b3d-47fa-a66c-b6ac5f96b8e9","block_type":"box","text":"active portfolio managers, as well as colleagues in the Securities Lending and Risk and Quantitative Analysis teams, to","page_number":131,"box":{"x":89,"y":633,"width":825,"height":13}},{"id":"d780e665-1e06-4782-9dff-6fd078372014","block_type":"box","text":"evaluate the costs and benefits to clients of recalling shares on loan.","page_number":131,"box":{"x":89,"y":649,"width":475,"height":12}},{"id":"12a862ff-6903-47d5-b7c3-4434aea06c66","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":131,"box":{"x":89,"y":675,"width":851,"height":12}},{"id":"123a7371-93d7-4c40-891a-9a5fb639575d","block_type":"box","text":"not warrant recalling securities on loan. However, in certain instances, BlackRock may determine, in our independent","page_number":131,"box":{"x":89,"y":690,"width":816,"height":13}},{"id":"50c826c1-09bd-4580-b54b-ce2e28cf25c9","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":131,"box":{"x":89,"y":705,"width":867,"height":13}},{"id":"00c1e7e2-6dd5-4907-a909-6be6f664497b","block_type":"box","text":"therefore recall shares to be voted in those instances.","page_number":131,"box":{"x":88,"y":720,"width":372,"height":10}},{"id":"325ea3ef-ae05-43f8-9ce8-de6d1fdd5ac9","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":131,"box":{"x":89,"y":747,"width":840,"height":12}},{"id":"1b683ff1-4208-4ade-abb5-df7a39249713","block_type":"box","text":"modify it as necessary.","page_number":131,"box":{"x":89,"y":762,"width":156,"height":12}},{"id":"6ad68dc2-6e6a-419c-b4e6-f7ee155b8aef","block_type":"box","text":"Reporting and vote transparency","page_number":131,"box":{"x":106,"y":788,"width":236,"height":13}},{"id":"f28c56c4-e0ed-4b58-ad1a-1661ca8029f7","block_type":"box","text":"BAIS is committed to transparency in the stewardship work we do on behalf of clients. 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All rights reserved.","page_number":132,"box":{"x":89,"y":165,"width":289,"height":12}},{"id":"dfb3bbd7-783b-408f-87d8-0a6652a4252e","block_type":"box","text":"BLACKROCK","page_number":132,"box":{"x":384,"y":165,"width":89,"height":10}},{"id":"a5982870-c0e3-487b-ba4f-fd66f0d28ede","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":132,"box":{"x":478,"y":165,"width":450,"height":11}},{"id":"b966a443-549d-41a0-8ac1-c59f7f208f88","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":132,"box":{"x":88,"y":180,"width":558,"height":12}},{"id":"c451798c-c6c1-46d6-961f-d619a64809e0","block_type":"box","text":"A-18","page_number":132,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"1ea8827c-8e47-4cf5-baee-8e707e44dfb8","block_type":"box","text":"Index Equity Fund Proxy Voting Policy","page_number":133,"box":{"x":203,"y":44,"width":653,"height":30}},{"id":"41cd0604-08a3-4b89-969c-86d7555191ab","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":133,"box":{"x":89,"y":88,"width":483,"height":12}},{"id":"482435ff-9ab6-4089-aa13-a0566f048bf5","block_type":"box","text":"Effective Date: January 1, 2025","page_number":133,"box":{"x":106,"y":114,"width":217,"height":13}},{"id":"8435aeb0-7e73-44ee-b482-96b06772175b","block_type":"box","text":"________________________________________","page_number":133,"box":{"x":88,"y":151,"width":326,"height":1}},{"id":"eef68f4c-1b0d-4cc0-aa3e-bdd12955e0b5","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":133,"box":{"x":88,"y":167,"width":507,"height":13}},{"id":"3a3dfd95-3c09-4873-91f5-7edfe9e4b2a4","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":133,"box":{"x":110,"y":194,"width":391,"height":12}},{"id":"edab26ed-86a2-4b51-88a0-5d0573ec7cb3","block_type":"box","text":"□","page_number":133,"box":{"x":89,"y":221,"width":14,"height":11}},{"id":"a0654885-5618-4318-a0c1-9bbdde3d95d9","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":133,"box":{"x":109,"y":220,"width":596,"height":13}},{"id":"6c267e4c-fd84-45e4-b5b6-b8f90a188c64","block_type":"box","text":"□","page_number":133,"box":{"x":89,"y":247,"width":14,"height":12}},{"id":"b60ac5fe-5c71-4208-a030-e815bd6d42ef","block_type":"box","text":"Money Market Funds","page_number":133,"box":{"x":109,"y":247,"width":148,"height":12}},{"id":"cb2fd7e7-e7a5-497f-87bf-675552d492dd","block_type":"box","text":"□","page_number":133,"box":{"x":89,"y":274,"width":14,"height":11}},{"id":"1cca262f-c28c-4066-8e20-60c3bc0f1fbf","block_type":"box","text":"Closed-End 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to the principles outlined in this Policy, as part of BlackRock’s authority","page_number":133,"box":{"x":88,"y":477,"width":878,"height":13}},{"id":"5af4644b-e62a-44e1-8414-e041976e16b9","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":133,"box":{"x":88,"y":492,"width":850,"height":13}},{"id":"d7a9645d-7451-4f8a-91ba-526c055a2e1b","block_type":"box","text":"agreements.","page_number":133,"box":{"x":89,"y":509,"width":85,"height":11}},{"id":"239f1460-3d08-4c34-b4c5-eb8bfcef8998","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Benchmark Policy(“Guidelines”) (as from time to time","page_number":133,"box":{"x":89,"y":534,"width":869,"height":12}},{"id":"904f648a-9426-451d-923d-8b344e48f42b","block_type":"box","text":"amended, the “Guidelines”) governing proxy voting by index equity Funds managed by BlackRock, except for the 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In addition, BlackRock has adopted guidelines and procedures (as from time to time amended, the","page_number":133,"box":{"x":89,"y":564,"width":822,"height":13}},{"id":"9a430d58-d164-4c07-a050-927a074cd825","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":133,"box":{"x":89,"y":579,"width":818,"height":13}},{"id":"d0ad94ba-4609-45ef-8dd7-57d233560a67","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":133,"box":{"x":89,"y":594,"width":689,"height":13}},{"id":"5f892b12-6a6e-4925-9f47-5622dc26d015","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":133,"box":{"x":89,"y":621,"width":876,"height":12}},{"id":"9ac9c47d-a484-4f5f-91e7-1da5fdfc3b92","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines and the BlackRock Climate and","page_number":133,"box":{"x":89,"y":636,"width":829,"height":12}},{"id":"3da10d44-e03e-44b7-a21d-6d7585d15e21","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":133,"box":{"x":89,"y":651,"width":384,"height":12}},{"id":"b40cb86e-fe39-4351-a159-2a0f0c1252c4","block_type":"box","text":"Conflicts Management","page_number":133,"box":{"x":89,"y":678,"width":164,"height":12}},{"id":"153325b7-c51a-48eb-9aa6-dcb2ff79071d","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":133,"box":{"x":89,"y":704,"width":824,"height":12}},{"id":"ffc51e97-0b27-461a-b649-3dad97149bbd","block_type":"box","text":"BlackRock’s proxy voting activity and to mitigate material conflicts of interest in the exercise of proxy voting responsibilities.","page_number":133,"box":{"x":89,"y":719,"width":865,"height":13}},{"id":"a1b3c81b-33cc-4d89-bac0-670f970e7fa9","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":133,"box":{"x":89,"y":734,"width":831,"height":13}},{"id":"b2a92ef1-ed79-4457-81c6-f70a7d54c218","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":133,"box":{"x":89,"y":749,"width":803,"height":13}},{"id":"4891f042-3dec-4ce7-81cd-c75c5114d794","block_type":"box","text":"employees, or a Fund or a Fund’s affiliates. BlackRock has taken certain steps to mitigate potential conflicts, which are","page_number":133,"box":{"x":89,"y":765,"width":825,"height":12}},{"id":"bccc7194-c18d-4125-ac67-cd852007fbd1","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BIS will adhere to the Guidelines.","page_number":133,"box":{"x":89,"y":780,"width":635,"height":12}},{"id":"0a7351d4-e99e-4506-a51a-c032090fcc1b","block_type":"box","text":"In certain instances, BIS will engage an independent third-party voting service provider to make proxy voting","page_number":133,"box":{"x":89,"y":806,"width":758,"height":12}},{"id":"b2dc4804-e2c9-4196-af13-004467482fb8","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":133,"box":{"x":89,"y":821,"width":784,"height":13}},{"id":"2ff2c22a-ddd7-481c-8c59-885c51185b46","block_type":"box","text":"requirements, or as may be otherwise required by applicable 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.A-21","page_number":135,"box":{"x":531,"y":233,"width":353,"height":10}},{"id":"f55a280a-4f1c-41e6-b045-dacd72f703cd","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":135,"box":{"x":170,"y":252,"width":717,"height":12}},{"id":"cb0d2289-61f2-4a3d-8272-1844ceedb20e","block_type":"box","text":"Shareholder rights","page_number":135,"box":{"x":169,"y":271,"width":128,"height":12}},{"id":"2ee080dc-7e1c-4822-99b7-8dd43047e6fa","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":135,"box":{"x":303,"y":271,"width":584,"height":9}},{"id":"58b2118f-5d20-49a8-885c-1a04be88e6ef","block_type":"box","text":"Stewardship in practice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":135,"box":{"x":169,"y":290,"width":718,"height":12}},{"id":"9373b000-c1f8-42d8-93d9-3b20f8ed3a61","block_type":"box","text":"Key themes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":135,"box":{"x":170,"y":308,"width":717,"height":13}},{"id":"025321fa-c51c-4aca-99fb-6acc77877d65","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":135,"box":{"x":170,"y":327,"width":717,"height":10}},{"id":"5361336c-68fe-4d69-a5b8-2357a5dbc6ea","block_type":"box","text":"Auditors and audit-related 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":135,"box":{"x":270,"y":498,"width":617,"height":9}},{"id":"4f0592b6-ed5e-44f5-a857-0861b4942b05","block_type":"box","text":"Conflicts management policies and procedures","page_number":135,"box":{"x":169,"y":516,"width":330,"height":13}},{"id":"bf3d0e08-87da-4488-b0c3-e930d49536dd","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-33","page_number":135,"box":{"x":505,"y":517,"width":382,"height":9}},{"id":"c99012ae-67b7-418a-978e-6754e0361ed5","block_type":"box","text":"Securities lending","page_number":135,"box":{"x":169,"y":535,"width":123,"height":13}},{"id":"9a3b18f3-0a16-4a64-b350-b87dfd0deda8","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":135,"box":{"x":296,"y":536,"width":591,"height":9}},{"id":"d99b79cf-f10b-4b30-be67-ae8accd22295","block_type":"box","text":"Reporting and vote transparency","page_number":135,"box":{"x":170,"y":554,"width":228,"height":12}},{"id":"16ea0fd5-cc82-4685-a5cb-139ff87970ed","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":135,"box":{"x":401,"y":555,"width":486,"height":9}},{"id":"79e7511c-3e8c-4a42-ae0d-9f5f85001550","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":135,"box":{"x":89,"y":587,"width":365,"height":12}},{"id":"319f2277-1949-4159-b831-5e3b92c1ccd7","block_type":"box","text":"BlackRock’s clients depend on us to help them meet their varied investment goals. 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BlackRock Investment Stewardship (BIS) is a","page_number":135,"box":{"x":89,"y":644,"width":873,"height":12}},{"id":"38bb5b83-3c80-48ef-93bd-4143d63ae963","block_type":"box","text":"dedicated function within BlackRock, which is responsible for engaging with public companies on behalf of index strategies.","page_number":135,"box":{"x":89,"y":659,"width":867,"height":12}},{"id":"49f6605e-9238-49e1-a3c7-0e013ed03367","block_type":"box","text":"Investment Stewardship is one of the ways we fulfill our fiduciary responsibilities as an asset manager to our clients. Our sole","page_number":135,"box":{"x":89,"y":674,"width":874,"height":12}},{"id":"b7f29c96-aed3-4f2b-acf7-fef9e350f151","block_type":"box","text":"objective when conducting our stewardship program is to advance our clients’ long-term financial interests.","page_number":135,"box":{"x":89,"y":689,"width":755,"height":12}},{"id":"f5b1d069-7821-4e96-af21-fdf5f3fa0392","block_type":"box","text":"(1)","page_number":135,"box":{"x":846,"y":687,"width":14,"height":8}},{"id":"1a8bc48a-640c-4c6a-b0b7-8ddda1591c9f","block_type":"box","text":"BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the majority of our clients.","page_number":135,"box":{"x":89,"y":715,"width":856,"height":13}},{"id":"183c39e4-bef7-4aa6-a8b3-453744bc9162","block_type":"box","text":"BIS does this through:","page_number":135,"box":{"x":89,"y":730,"width":152,"height":13}},{"id":"cd1754e6-b2e6-45ac-91fb-b50a14de118b","block_type":"box","text":"1. Engaging with companies in a two-way dialogue to build our understanding of a company’s practices and inform our","page_number":135,"box":{"x":90,"y":751,"width":859,"height":12}},{"id":"078416ba-f9f9-48d2-8226-0d22dafc59d9","block_type":"box","text":"voting decisions.","page_number":135,"box":{"x":127,"y":766,"width":117,"height":12}},{"id":"ef788f58-f392-4b42-a1a4-46777b302656","block_type":"box","text":"(1) BIS’ Benchmark Policies, and the vote decisions made consistent with these policies, take a financial materiality-based approach and are focuse","page_number":135,"box":{"x":89,"y":805,"width":834,"height":10}},{"id":"5c3a58e8-adda-417a-9f4e-6812ced37f25","block_type":"box","text":"d solely","page_number":135,"box":{"x":924,"y":805,"width":42,"height":10}},{"id":"d4c7acb1-fe4a-427f-a408-3d04757f1892","block_type":"box","text":"on advancing clients’ financial interests. BIS’ Benchmark Policies– comprised of the BIS Global Principles, regional voting guidelines, and engag","page_number":135,"box":{"x":121,"y":818,"width":798,"height":10}},{"id":"19c5b962-b885-4e97-97ee-e1d10da0363c","block_type":"box","text":"ement","page_number":135,"box":{"x":920,"y":819,"width":36,"height":7}},{"id":"23fadd72-7a9c-423c-9517-90c5c4978b00","block_type":"box","text":"priorities – apply to clients’ assets invested through index strategies and provide guidance on our position on common corporate governance matters","page_number":135,"box":{"x":121,"y":831,"width":837,"height":10}},{"id":"fd7e76c0-d930-44ac-9407-4399ca109c23","block_type":"box","text":".","page_number":135,"box":{"x":960,"y":837,"width":1,"height":1}},{"id":"5cbd0122-076a-4654-81c8-a8d9556a8adf","block_type":"box","text":"We take a globally consistent approach, while recognizing the unique markets and sectors in which companies operate. BlackRock offers a wide range","page_number":135,"box":{"x":121,"y":843,"width":840,"height":10}},{"id":"5b033f9b-7bd8-49e3-ac01-95ba646c6198","block_type":"box","text":"of investment products and funds to support our clients’ unique and varied investment objectives. Other materials on the BIS website might also pro","page_number":135,"box":{"x":121,"y":856,"width":836,"height":10}},{"id":"0a7db987-053f-41eb-97fc-1a99fd79115c","block_type":"box","text":"vide useful context.","page_number":135,"box":{"x":121,"y":868,"width":108,"height":8}},{"id":"e1581026-a492-4f0e-b604-3f30d362605c","block_type":"box","text":"A-21","page_number":135,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"6e0f46ba-59b8-4ee9-8a61-b1b24ff0f632","block_type":"box","text":"2. Voting at shareholder meetings on management and shareholder proposals on behalf of clients who have delegated","page_number":136,"box":{"x":89,"y":44,"width":852,"height":12}},{"id":"7a89fb8a-b45a-4c73-9c3f-1ef8cd47d283","block_type":"box","text":"voting authority to BlackRock.","page_number":136,"box":{"x":127,"y":59,"width":210,"height":12}},{"id":"a00dcdd6-f1ec-4f33-95e8-7a508bc8c06d","block_type":"box","text":"3. Contributing to industry dialogue on stewardship to share our perspectives on matters that may impact our clients’","page_number":136,"box":{"x":89,"y":79,"width":845,"height":13}},{"id":"ceb881db-d183-4a48-8632-6fcaef004e1e","block_type":"box","text":"investments.","page_number":136,"box":{"x":128,"y":95,"width":87,"height":9}},{"id":"127ef6d2-f7a4-4be5-9fb5-ed898e3f2d76","block_type":"box","text":"4. Reporting on our activities to inform clients about our stewardship efforts on their behalf through a range of","page_number":136,"box":{"x":88,"y":114,"width":798,"height":13}},{"id":"d9036806-36cb-4f90-ae28-443925d7739d","block_type":"box","text":"publications and direct reporting.","page_number":136,"box":{"x":128,"y":130,"width":232,"height":12}},{"id":"00a6582b-65b6-4ed7-b218-7233f1ee026e","block_type":"box","text":"Philosophy on investment stewardship","page_number":136,"box":{"x":89,"y":156,"width":278,"height":12}},{"id":"1f64d890-6c59-47d1-ba34-b24cd4d11cb5","block_type":"box","text":"Sound governance is critical to the success of a company, the protection of investors’ interests, and long-term financial value","page_number":136,"box":{"x":88,"y":182,"width":874,"height":13}},{"id":"212b926e-b111-4652-999e-7ff3267410c9","block_type":"box","text":"creation. Research indicates that high-performing companies will effectively evaluate and address risks and opportunities","page_number":136,"box":{"x":89,"y":198,"width":848,"height":12}},{"id":"6fb9a75d-1f96-4d91-9be9-87767ba06a2e","block_type":"box","text":"relevant to their businesses, which supports durable, long-term financial value creation.","page_number":136,"box":{"x":89,"y":213,"width":612,"height":12}},{"id":"e8cbebfd-7f8d-4a02-affa-1cca11434351","block_type":"box","text":"(2)","page_number":136,"box":{"x":703,"y":211,"width":14,"height":8}},{"id":"a52e034f-1415-4300-bb29-897b81b52bf0","block_type":"box","text":"Setting, executing, and overseeing strategy are the responsibility of management and the board. As one of many minority","page_number":136,"box":{"x":88,"y":239,"width":851,"height":13}},{"id":"a31c3eef-e755-4dcf-8e4f-2e9233f1daec","block_type":"box","text":"shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. Our role, on behalf","page_number":136,"box":{"x":89,"y":254,"width":877,"height":13}},{"id":"e3c35f45-7793-44ec-9819-d9f4b6f047ff","block_type":"box","text":"of BlackRock’s clients as long-term investors, is to better understand how corporate leadership is managing material risks","page_number":136,"box":{"x":89,"y":269,"width":851,"height":13}},{"id":"26c35ac3-dc5d-4691-b63a-de458f05b386","block_type":"box","text":"and capitalizing on opportunities to help protect and enhance the company’s ability to deliver long-term financial returns. We","page_number":136,"box":{"x":89,"y":285,"width":877,"height":12}},{"id":"1ee4bda8-18dd-4341-8673-cbccce89fdbf","block_type":"box","text":"aim to take a globally consistent approach, while recognizing the unique markets and sectors in which companies operate.","page_number":136,"box":{"x":89,"y":300,"width":858,"height":12}},{"id":"232bd5d6-5b38-489e-b4e1-81429f51fed1","block_type":"box","text":"Shareholder rights","page_number":136,"box":{"x":88,"y":326,"width":134,"height":12}},{"id":"9741842f-36dc-4c89-a77f-6599ec7af2d9","block_type":"box","text":"Corporate law, regulations and listing rules in most markets establish certain fundamental rights attached to shareholding.","page_number":136,"box":{"x":89,"y":353,"width":857,"height":12}},{"id":"d0cdbb13-3271-44c9-8fdb-880d2e4bf27e","block_type":"box","text":"Shareholders should have the right to:","page_number":136,"box":{"x":88,"y":368,"width":266,"height":12}},{"id":"c2c854ab-c8bd-4061-b223-e5c7973c6757","block_type":"box","text":"• Elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter or by","page_number":136,"box":{"x":89,"y":388,"width":868,"height":12}},{"id":"31bd024c-3630-4b57-9403-5574147f6583","block_type":"box","text":"laws.","page_number":136,"box":{"x":122,"y":403,"width":33,"height":10}},{"id":"54883e87-8ecc-4896-ace2-ce5280d504b9","block_type":"box","text":"• Vote on key board decisions that are material to the protection of their investment, including but not limited to, changes","page_number":136,"box":{"x":89,"y":423,"width":872,"height":12}},{"id":"e77e78d1-8ed0-4ddb-8493-1af4fd50404b","block_type":"box","text":"to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital","page_number":136,"box":{"x":121,"y":438,"width":783,"height":13}},{"id":"a5b342ed-757d-49de-bef1-fd6dfade95d9","block_type":"box","text":"structure.","page_number":136,"box":{"x":121,"y":455,"width":66,"height":8}},{"id":"6f2c73f5-c583-4e42-8eb4-d97e27c912c5","block_type":"box","text":"• Access sufficient and timely information on material governance, strategic, and business matters to make informed","page_number":136,"box":{"x":89,"y":473,"width":840,"height":13}},{"id":"875498a3-bd57-4675-888c-d3ea4df7a5cc","block_type":"box","text":"decisions.","page_number":136,"box":{"x":121,"y":489,"width":68,"height":9}},{"id":"d99a10ae-a7cc-432c-ae1b-68f0abbc5179","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":136,"box":{"x":88,"y":515,"width":844,"height":12}},{"id":"224a2651-1ae5-414f-aee4-8840d7e129bc","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":136,"box":{"x":89,"y":530,"width":823,"height":13}},{"id":"060f9fff-00fe-45f6-80d1-da514d122f99","block_type":"box","text":"Stewardship in practice","page_number":136,"box":{"x":88,"y":557,"width":169,"height":12}},{"id":"68ca9eaf-8d18-4e55-9440-f5f00cb0fd4d","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":136,"box":{"x":88,"y":583,"width":821,"height":12}},{"id":"ea44c281-1e39-4281-9b16-e5d7904ab262","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":136,"box":{"x":89,"y":598,"width":872,"height":13}},{"id":"ca3fabd8-edb8-4fce-893e-1825ffe08628","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":136,"box":{"x":88,"y":613,"width":873,"height":13}},{"id":"002b54fe-f939-44d5-bc74-e5d661d05ca1","block_type":"box","text":"of whom are saving for long-term goals, such as retirement.","page_number":136,"box":{"x":89,"y":628,"width":419,"height":13}},{"id":"2e2bdd69-2f0f-4b0b-a317-cbfba537f070","block_type":"box","text":"As shareholders of public companies, our clients have the right to vote on matters proposed by a company’s management or","page_number":136,"box":{"x":88,"y":655,"width":875,"height":12}},{"id":"40d4d98d-456b-46b3-8a9e-20099ba0c897","block_type":"box","text":"its shareholders. Voting is an important mechanism for investors to express support for, or concern about, a company’s","page_number":136,"box":{"x":89,"y":670,"width":834,"height":12}},{"id":"2d614e3d-8d67-4b1c-b841-6e9f93a57f6f","block_type":"box","text":"performance and most of our clients authorize BlackRock to exercise this right on their behalf. For those clients, and as a","page_number":136,"box":{"x":89,"y":685,"width":842,"height":12}},{"id":"0ea0e290-ad2f-4700-b1d0-8b31b6ae472e","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with their","page_number":136,"box":{"x":88,"y":700,"width":813,"height":13}},{"id":"e1c8670a-e7ab-4948-baf2-c01825baf849","block_type":"box","text":"investment objectives. BIS does this by casting votes in favor of proposals that, in our assessment, will promote stronger","page_number":136,"box":{"x":89,"y":715,"width":840,"height":13}},{"id":"35753dc9-78e2-4b0d-8c78-fe068542242e","block_type":"box","text":"governance and better operating practices and, in turn, potentially enhance long-term shareholder value. Our vote decisions","page_number":136,"box":{"x":89,"y":730,"width":869,"height":13}},{"id":"01e70e6c-6775-49df-ac38-18bc4c3055e8","block_type":"box","text":"are informed by our in-depth analysis of company disclosures, engagement with boards and management teams, third-party","page_number":136,"box":{"x":89,"y":746,"width":875,"height":12}},{"id":"e8503b69-afd7-4094-9b97-e14f0b6ad447","block_type":"box","text":"research, and comparisons against a company’s industry peers.","page_number":136,"box":{"x":89,"y":761,"width":443,"height":12}},{"id":"b5b02ef7-13b8-4dcf-a2fe-707826f73924","block_type":"box","text":"BIS takes a constructive, long-term approach to our engagement with companies, reflecting the investment horizons of the","page_number":136,"box":{"x":89,"y":787,"width":861,"height":13}},{"id":"14ca35a0-1159-424f-b4d5-d1ee67667463","block_type":"box","text":"majority of our clients. An engagement is a meeting between BIS and a company’s board and management that helps","page_number":136,"box":{"x":89,"y":802,"width":825,"height":13}},{"id":"0c887595-56e8-43da-ab28-1326b9ea0b56","block_type":"box","text":"improve our understanding of the company’s business model and material risks and opportunities, to inform our voting","page_number":136,"box":{"x":89,"y":817,"width":836,"height":13}},{"id":"c845d5ce-9c87-479d-877e-17da8c8ae210","block_type":"box","text":"(2) PwC, “The 3 things all high-performing companies do”. Harvard Business Review, “6 Strategic Concepts That Set High-Performing Companies Apart”","page_number":136,"box":{"x":89,"y":856,"width":866,"height":10}},{"id":"458dcbf5-73d0-4110-a75f-a4739df3da30","block_type":"box","text":",","page_number":136,"box":{"x":955,"y":862,"width":2,"height":3}},{"id":"7706ba24-2d84-4e14-9819-6b45b77aaaf2","block_type":"box","text":"March 2024.","page_number":136,"box":{"x":121,"y":868,"width":69,"height":8}},{"id":"f6dc404d-d349-4126-b872-d35572414e9c","block_type":"box","text":"A-22","page_number":136,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"6dc26f3a-a109-4e03-a7d8-0bd26de0df26","block_type":"box","text":"decisions on behalf of clients who authorize us to vote on their behalf. In these two-way conversations, we listen to and learn","page_number":137,"box":{"x":89,"y":44,"width":874,"height":12}},{"id":"dc9d131d-920c-4e2d-9779-1806d4e3e95b","block_type":"box","text":"directly from company directors and executives and ask questions relevant to their business. Either a company or BIS can","page_number":137,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"8fb86a56-0cd5-4007-a4b5-57ffcb943282","block_type":"box","text":"request an engagement. Many of the engagements are initiated by companies to discuss their long-term strategy, risk and","page_number":137,"box":{"x":89,"y":74,"width":855,"height":12}},{"id":"844d7c69-9507-4735-90b9-2126d11a27e5","block_type":"box","text":"opportunity set, and management’s plan to deliver financial returns through business cycles. The ongoing, multiyear nature","page_number":137,"box":{"x":89,"y":89,"width":866,"height":13}},{"id":"362b9195-415b-44a9-80f7-a7d0338aff79","block_type":"box","text":"of our engagements allows us to build strong relationships with company leadership and mutual understanding on key","page_number":137,"box":{"x":89,"y":104,"width":835,"height":13}},{"id":"aa2f09b9-63db-4121-a948-7644b83d5770","block_type":"box","text":"matters of corporate governance and the drivers of long-term financial performance.","page_number":137,"box":{"x":89,"y":119,"width":593,"height":13}},{"id":"63188060-0f28-4315-a190-24786d7feeb6","block_type":"box","text":"Generally, we support the vote recommendations of the board of directors and management. In case of concerns, we","page_number":137,"box":{"x":89,"y":146,"width":819,"height":12}},{"id":"52f80748-3d2a-4569-8950-c6503f6a520d","block_type":"box","text":"typically raise these through dialogue with board members and management teams first. When we determine it is in our","page_number":137,"box":{"x":88,"y":161,"width":844,"height":12}},{"id":"ad52a78c-4fb1-4fc4-8e3b-f2f3f68ee92c","block_type":"box","text":"clients’ financial interests to convey concern to companies through voting, we do so in two forms: we might not support the","page_number":137,"box":{"x":89,"y":176,"width":869,"height":13}},{"id":"df329a09-bda1-40f9-82fe-690b5e792d1d","block_type":"box","text":"election of directors or other management proposals, or we might not support management’s voting recommendation on a","page_number":137,"box":{"x":89,"y":191,"width":867,"height":13}},{"id":"e3c5c246-8bc6-4353-8483-f61ae67ef807","block_type":"box","text":"shareholder proposal.","page_number":137,"box":{"x":89,"y":206,"width":151,"height":13}},{"id":"087bf164-01f8-4cb3-bcfd-7a2de7129161","block_type":"box","text":"Key themes","page_number":137,"box":{"x":89,"y":233,"width":82,"height":12}},{"id":"cfa75995-5bbb-4f5e-b495-524edd201a09","block_type":"box","text":"While accepted standards and norms of corporate governance can differ between markets, in our experience, there are","page_number":137,"box":{"x":88,"y":259,"width":833,"height":13}},{"id":"ac5ff04c-4be9-4a9b-94ee-f4f8866f5339","block_type":"box","text":"certain globally applicable fundamental elements of corporate governance that contribute to a company’s ability to create","page_number":137,"box":{"x":89,"y":274,"width":853,"height":13}},{"id":"b970429c-be4e-42ed-98cc-5c576629779f","block_type":"box","text":"long-term financial value for shareholders. These global themes are set out in this overarching set of principles (the","page_number":137,"box":{"x":89,"y":290,"width":806,"height":12}},{"id":"a28ff436-a5f9-4232-8b94-65626138f520","block_type":"box","text":"“Principles”), which are anchored in transparency and accountability.","page_number":137,"box":{"x":89,"y":305,"width":482,"height":12}},{"id":"f65d59c8-f7fc-46a0-894b-ad83b11c8349","block_type":"box","text":"At a minimum, it is our view that companies should observe the accepted corporate governance standards in their domestic","page_number":137,"box":{"x":88,"y":331,"width":871,"height":12}},{"id":"80487c16-e0d5-44c0-8d60-92763090259e","block_type":"box","text":"market,","page_number":137,"box":{"x":89,"y":346,"width":52,"height":12}},{"id":"15b84d59-a6f8-466a-9e6c-26717239fda0","block_type":"box","text":"(3)","page_number":137,"box":{"x":142,"y":344,"width":14,"height":8}},{"id":"99727f8c-db7f-4039-bc8b-5bd8bc41d049","block_type":"box","text":"and we ask that, if they do not, they explain how their approach better supports durable, long-term financial value","page_number":137,"box":{"x":162,"y":346,"width":799,"height":13}},{"id":"f56f080a-4517-428a-8b54-e0978ee806b7","block_type":"box","text":"creation.","page_number":137,"box":{"x":89,"y":362,"width":59,"height":9}},{"id":"9189a8ab-e5d6-4c8c-9ff7-866d5d8c5189","block_type":"box","text":"These Principles cover seven key subjects:","page_number":137,"box":{"x":104,"y":388,"width":304,"height":12}},{"id":"b5129e0f-bd7b-47d0-8747-0b0758370c38","block_type":"box","text":"• Boards and directors","page_number":137,"box":{"x":89,"y":408,"width":176,"height":10}},{"id":"367b6e65-ff78-46b5-8a37-486bc2a4bee2","block_type":"box","text":"• Auditors and audit-related issues","page_number":137,"box":{"x":89,"y":428,"width":264,"height":10}},{"id":"2f347132-b40e-4df0-9a34-9799f53385f7","block_type":"box","text":"• Capital structure, mergers, asset sales, and other special transactions","page_number":137,"box":{"x":89,"y":448,"width":515,"height":13}},{"id":"f65f1aa2-b7fa-4cbe-81c3-1bdcca156c58","block_type":"box","text":"• Executive compensation","page_number":137,"box":{"x":89,"y":469,"width":202,"height":12}},{"id":"52022ebf-e3fe-40a2-bf5d-0be9786f3a6d","block_type":"box","text":"• Material sustainability-related risks and opportunities","page_number":137,"box":{"x":89,"y":489,"width":405,"height":12}},{"id":"02ec71b8-bea8-40f1-b9f2-647b3615e5c7","block_type":"box","text":"• Other corporate governance matters and shareholder protections","page_number":137,"box":{"x":89,"y":509,"width":491,"height":12}},{"id":"f77d550f-d645-4ef3-8efc-ee4a42e7baa2","block_type":"box","text":"• Shareholder proposals","page_number":137,"box":{"x":89,"y":529,"width":188,"height":12}},{"id":"2a470e71-46d4-47cd-b83c-93ee34d3657e","block_type":"box","text":"Our regional and market-specific voting guidelines explain how these Principles inform our voting decisions in relation to","page_number":137,"box":{"x":89,"y":555,"width":846,"height":13}},{"id":"f611a0ef-1cd4-4774-aa0d-930b01cddd38","block_type":"box","text":"common ballot items for shareholder meetings in those markets. Alongside the Principles and regional voting guidelines, BIS","page_number":137,"box":{"x":89,"y":570,"width":872,"height":13}},{"id":"0168d1e3-c690-4f46-a57d-9c207e82fdac","block_type":"box","text":"publishes our engagement priorities which reflect the five themes on which we most frequently engage companies, where","page_number":137,"box":{"x":89,"y":586,"width":857,"height":12}},{"id":"8504e8aa-8b50-44cd-a815-282788b9fd4e","block_type":"box","text":"they are relevant, as these can be a source of material business risk or opportunity. Collectively, these BIS policies set out the","page_number":137,"box":{"x":88,"y":601,"width":869,"height":12}},{"id":"0e09dccc-9442-4bdc-a47b-88e8150d53a0","block_type":"box","text":"core elements of corporate governance that guide our investment stewardship program globally and within each market. The","page_number":137,"box":{"x":89,"y":616,"width":878,"height":12}},{"id":"a3ac6edc-52cd-452b-8a99-3b770051266b","block_type":"box","text":"BIS policies are not prescriptive, applied on a pragmatic, case-by-case basis, taking into consideration a number of factors,","page_number":137,"box":{"x":89,"y":631,"width":855,"height":12}},{"id":"b0e52062-f2f9-479d-8706-f0b61565d6ad","block_type":"box","text":"including the sector, market, and business environment within which a company is operating.","page_number":137,"box":{"x":89,"y":646,"width":654,"height":12}},{"id":"c64b76c3-1a74-4fc7-83f6-fe216377c837","block_type":"box","text":"Boards and directors","page_number":137,"box":{"x":89,"y":673,"width":148,"height":9}},{"id":"f7629de5-8e12-4c70-82af-e8bee106363f","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":137,"box":{"x":89,"y":699,"width":829,"height":12}},{"id":"524366a2-8b11-4cb6-9fff-b1cb6d3bdcb2","block_type":"box","text":"relevant to a company’s business enhance the ability of the board to add value and be the voice of shareholders in board","page_number":137,"box":{"x":89,"y":714,"width":842,"height":12}},{"id":"251d88e0-6760-44f4-be20-abb914092c90","block_type":"box","text":"discussions. A strong board gives a company a competitive advantage, providing valuable oversight and contributing to the","page_number":137,"box":{"x":89,"y":729,"width":863,"height":13}},{"id":"efebb660-fc1a-4f28-a64b-0e2bd223a9c3","block_type":"box","text":"most important management decisions that support long-term financial performance. As part of their responsibilities, board","page_number":137,"box":{"x":89,"y":744,"width":871,"height":13}},{"id":"619bc1cf-b0d4-4e33-86d5-733f18504061","block_type":"box","text":"members have a fiduciary duty to shareholders to oversee the strategic direction, operations, and risk management of a","page_number":137,"box":{"x":89,"y":759,"width":837,"height":13}},{"id":"bf1532f9-2244-4781-8362-3bc39b27eed7","block_type":"box","text":"company. This is why our investment stewardship efforts have always started with the performance of the board of directors,","page_number":137,"box":{"x":89,"y":775,"width":873,"height":12}},{"id":"029d2d23-ad2c-444e-9611-a73831883e00","block_type":"box","text":"and why we see engagement with, and the election of, directors as one of our most important responsibilities. We engage, as","page_number":137,"box":{"x":89,"y":790,"width":875,"height":12}},{"id":"45307597-c8bd-4e2e-b847-59d6abfdcc37","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":137,"box":{"x":89,"y":805,"width":867,"height":12}},{"id":"db423277-00e7-420d-8eff-7ec6c717b7d8","block_type":"box","text":"(3) Our regional voting guidelines, which we publish on the BIS website, reflect these different market standards and norms. Depending on the market,","page_number":137,"box":{"x":89,"y":856,"width":856,"height":10}},{"id":"eda2beb6-e7ba-4d10-bf87-0aea87f5b59f","block_type":"box","text":"generally accepted practice is informed by corporate law, market regulation, best practices, and industry initiatives, amongst other factors.","page_number":137,"box":{"x":121,"y":868,"width":774,"height":10}},{"id":"a8d336dc-5c88-4303-bfdd-0623605daedc","block_type":"box","text":"A-23","page_number":137,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"c0f8b342-83fe-4fed-ac34-e52d4e1cf84e","block_type":"box","text":"and board composition are appropriate given a company’s business model and we take into consideration a number of","page_number":138,"box":{"x":89,"y":44,"width":834,"height":12}},{"id":"ae1547ee-34ff-44f3-bd5c-d5a866cddc52","block_type":"box","text":"factors, including the sector, market, and business environment within which a company is operating.","page_number":138,"box":{"x":88,"y":59,"width":711,"height":12}},{"id":"e4991f2f-ce3c-4180-b202-3da1529f9177","block_type":"box","text":"We view it as good practice when the board establishes and maintains a framework of robust and effective governance","page_number":138,"box":{"x":88,"y":85,"width":832,"height":13}},{"id":"360b8a21-4406-4f3f-b9e4-5787a9af7e51","block_type":"box","text":"mechanisms to support its oversight of the company’s strategy and operations consistent with the long-term economic","page_number":138,"box":{"x":89,"y":101,"width":838,"height":12}},{"id":"9f5ad095-5538-492c-94c7-71a73468a47d","block_type":"box","text":"interests of investors. There should be clear descriptions of the role of the board and the committees of the board and how","page_number":138,"box":{"x":89,"y":116,"width":859,"height":12}},{"id":"6412d8fc-6092-454e-939f-8289f0a7563a","block_type":"box","text":"directors engage with and oversee management. Disclosure of material risks that may affect a company’s long-term strategy","page_number":138,"box":{"x":89,"y":131,"width":874,"height":12}},{"id":"3f2e21b1-ab4e-4c54-88f0-fb6baa20ab85","block_type":"box","text":"and financial value creation, including material sustainability-related factors when relevant, is helpful for investors to","page_number":138,"box":{"x":89,"y":146,"width":813,"height":12}},{"id":"551426c0-418b-43f4-ab56-8fc3426994cd","block_type":"box","text":"appropriately understand and assess how effectively management is identifying, managing, and mitigating such risks.","page_number":138,"box":{"x":89,"y":161,"width":825,"height":12}},{"id":"586262be-f31e-4773-ac5d-c2a7d4dca654","block_type":"box","text":"We seek to understand management’s long-term strategy and the milestones against which investors should assess its","page_number":138,"box":{"x":88,"y":188,"width":835,"height":12}},{"id":"c2d427a0-1919-4acf-8c00-387255fe7a21","block_type":"box","text":"implementation. If any strategic targets are significantly missed or materially restated, we find it helpful when company","page_number":138,"box":{"x":89,"y":203,"width":834,"height":12}},{"id":"74437514-d743-4cdc-b821-6f5e431e2b0a","block_type":"box","text":"disclosures provide a detailed explanation of the changes and an indication of the board’s role in reviewing the revised","page_number":138,"box":{"x":89,"y":218,"width":827,"height":12}},{"id":"1c38ff82-e8a9-4614-8b0b-e3fff96ddc07","block_type":"box","text":"targets. We look to the board to articulate the effectiveness of these mechanisms in overseeing the management of business","page_number":138,"box":{"x":88,"y":233,"width":872,"height":12}},{"id":"4e268a8e-b177-4ba3-a770-296df367bc71","block_type":"box","text":"risks and opportunities and the fulfillment of the company’s strategy.","page_number":138,"box":{"x":89,"y":248,"width":481,"height":12}},{"id":"41fa23c0-29d5-4870-af56-6d3da71d50a6","block_type":"box","text":"Where a company has not adequately disclosed and demonstrated that its board has fulfilled these corporate governance","page_number":138,"box":{"x":88,"y":274,"width":851,"height":13}},{"id":"acbbf1e4-1f68-412d-a32e-36aead0e3c47","block_type":"box","text":"and risk oversight responsibilities, we may consider voting against the election of directors who, on our assessment, have","page_number":138,"box":{"x":89,"y":290,"width":848,"height":12}},{"id":"c62f4345-0f9e-4285-b757-c899539ea051","block_type":"box","text":"particular responsibility for the issues. We assess director performance on a case-by-case basis and in light of each","page_number":138,"box":{"x":89,"y":305,"width":801,"height":12}},{"id":"1d9cfa13-de7d-4a0f-8599-b7ed99c7c312","block_type":"box","text":"company’s circumstances, taking into consideration its governance, business practices that support durable, long-term","page_number":138,"box":{"x":89,"y":320,"width":834,"height":12}},{"id":"56e24e27-cfd3-47a9-bf6e-8a5df892acc3","block_type":"box","text":"financial value creation, and performance. Set out below are factors we may take into consideration.","page_number":138,"box":{"x":88,"y":335,"width":701,"height":12}},{"id":"c2698524-6915-4830-814d-74a09a4260bb","block_type":"box","text":"Regular accountability through director elections","page_number":138,"box":{"x":106,"y":361,"width":354,"height":13}},{"id":"187a8d96-9f7c-4777-8092-017131754fc0","block_type":"box","text":"To ensure accountability for their actions on behalf of shareholders, directors should stand for election on a regular basis,","page_number":138,"box":{"x":88,"y":388,"width":849,"height":12}},{"id":"3c526fa3-0227-4e60-b788-bf568ac00315","block_type":"box","text":"ideally annually.","page_number":138,"box":{"x":89,"y":403,"width":109,"height":12}},{"id":"b611090f-c5b3-426a-9d99-28f27f5708cd","block_type":"box","text":"(4)","page_number":138,"box":{"x":200,"y":401,"width":14,"height":8}},{"id":"d0b59e96-f596-4ccb-807e-5a7effe3e873","block_type":"box","text":"Annual director elections allow shareholders to reaffirm their support for board members and/or hold","page_number":138,"box":{"x":219,"y":403,"width":713,"height":12}},{"id":"06a83d0b-9893-4779-989e-02f7b80e13b8","block_type":"box","text":"them accountable for their decisions in a timely manner. When board members are not elected annually, in our experience, it","page_number":138,"box":{"x":88,"y":418,"width":873,"height":12}},{"id":"ddbd5e23-f65c-47a7-addb-ed4c1f6fe23a","block_type":"box","text":"is good practice for boards to have a rotation policy to ensure that, through a board cycle, all directors have had their","page_number":138,"box":{"x":89,"y":433,"width":816,"height":13}},{"id":"9c3ff791-c709-46bd-8ebd-6b7316b534de","block_type":"box","text":"appointment re-confirmed, with a proportion of directors being put forward for election at each annual general meeting.","page_number":138,"box":{"x":89,"y":448,"width":843,"height":13}},{"id":"78122ae0-fa55-4ea0-b358-3c1227995068","block_type":"box","text":"Effective board composition","page_number":138,"box":{"x":105,"y":475,"width":201,"height":12}},{"id":"6bdd4f3b-6467-45b8-a8c8-c069a09308c3","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":138,"box":{"x":89,"y":501,"width":794,"height":13}},{"id":"b7a02be2-25d6-4208-8ffa-7e1ec752cde0","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":138,"box":{"x":89,"y":516,"width":839,"height":13}},{"id":"98231bd2-b949-41a4-a0fd-d53219cbd242","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":138,"box":{"x":89,"y":531,"width":819,"height":13}},{"id":"07b64a9d-0903-4107-9992-2512e5b0ea64","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":138,"box":{"x":89,"y":547,"width":850,"height":12}},{"id":"f386c26e-c33a-4242-94e8-368f02e5329f","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":138,"box":{"x":89,"y":562,"width":723,"height":12}},{"id":"50a6c7da-6ab7-429a-9b7b-71a2b919a09e","block_type":"box","text":"We encourage companies to regularly review the effectiveness of their board (including its size), and assess directors","page_number":138,"box":{"x":88,"y":588,"width":817,"height":12}},{"id":"6500e128-937b-4f30-87c8-f65e6d5d134a","block_type":"box","text":"nominated for election in the context of the composition of the board as a whole. In our view, the company’s assessment","page_number":138,"box":{"x":89,"y":603,"width":848,"height":13}},{"id":"23acf337-f7d2-40a5-baf2-db762ec4ec5d","block_type":"box","text":"should consider a number of factors, including each director’s independence and time commitments, as well as the breadth","page_number":138,"box":{"x":89,"y":618,"width":867,"height":13}},{"id":"4e2c44f7-9e83-4d7b-8029-54f6d3e17c54","block_type":"box","text":"and relevance of director experiences and skillsets, and how these collectively contribute to the board’s effectiveness in","page_number":138,"box":{"x":89,"y":633,"width":832,"height":13}},{"id":"209b9c88-9201-462c-bf9c-d8e54315c384","block_type":"box","text":"advising and overseeing management in delivering long-term financial returns.","page_number":138,"box":{"x":89,"y":649,"width":551,"height":12}},{"id":"14ce7b7f-4f06-4571-99e0-a2de6b1a954d","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties – is a central tenet of sound","page_number":138,"box":{"x":89,"y":675,"width":857,"height":12}},{"id":"f435e204-4786-47f5-b1e1-9326d84654a4","block_type":"box","text":"corporate governance across markets.","page_number":138,"box":{"x":89,"y":690,"width":267,"height":13}},{"id":"6067b8ec-1055-4694-9e1b-48e3252d57ce","block_type":"box","text":"(5)","page_number":138,"box":{"x":357,"y":688,"width":15,"height":8}},{"id":"55b53112-bb96-4a0f-bc1e-609b4e4e9bcd","block_type":"box","text":"We encourage boards to have a sufficient number of independent directors, free","page_number":138,"box":{"x":377,"y":690,"width":559,"height":13}},{"id":"a6e89e60-fe80-48c1-8c12-c13478fb2b8d","block_type":"box","text":"from conflicts of interest or undue influence, to ensure objectivity in the decision-making of the board and its ability to","page_number":138,"box":{"x":88,"y":705,"width":829,"height":13}},{"id":"450b54cf-5965-42c9-b627-f69572b5e706","block_type":"box","text":"oversee management. We generally consider it good practice for independent directors to make a majority of the board, or in","page_number":138,"box":{"x":89,"y":720,"width":874,"height":13}},{"id":"560c6612-e584-427d-a10b-8fd3a00b9951","block_type":"box","text":"the case of controlled companies, at least one-third.","page_number":138,"box":{"x":88,"y":736,"width":364,"height":12}},{"id":"ace7ca5b-bad4-4a71-84d5-05887c409b97","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":138,"box":{"x":89,"y":762,"width":528,"height":12}},{"id":"f55748af-ba9a-4ddf-9d82-1afd2f76efa0","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":138,"box":{"x":89,"y":782,"width":465,"height":12}},{"id":"ba4598d0-9d44-45d3-b861-a592f2359ae5","block_type":"box","text":"(4) In most markets directors stand for re-election on an annual or triennial basis, as determined by corporate law, market regulation or voluntary be","page_number":138,"box":{"x":89,"y":828,"width":843,"height":10}},{"id":"3407e4ba-915e-47e0-b172-061e9047251c","block_type":"box","text":"st","page_number":138,"box":{"x":933,"y":829,"width":9,"height":7}},{"id":"ed7a6ef6-aeb2-4d4b-927a-62c606ab2747","block_type":"box","text":"practice.","page_number":138,"box":{"x":121,"y":842,"width":47,"height":9}},{"id":"62ec5238-246c-4a9a-aaf7-505f80ca6af7","block_type":"box","text":"(5) Please see: Tokyo Stock Exchange. “Japan’s Corporate Governance Code.” June 11, 2021; Financial Reporting Council. “UK Corporate Governance","page_number":138,"box":{"x":89,"y":856,"width":841,"height":10}},{"id":"fb242c81-b37d-49c1-b504-02fdbe4f5887","block_type":"box","text":"Code.” July 16, 2018; Investor Stewardship Group. “Corporate Governance Principles for US Listed Companies.”","page_number":138,"box":{"x":121,"y":868,"width":619,"height":10}},{"id":"b82972db-ce66-4f2f-9bae-193b619f3ea4","block_type":"box","text":"A-24","page_number":138,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"98bab61e-4526-48a4-9fe3-035dc2dce205","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":139,"box":{"x":89,"y":44,"width":627,"height":12}},{"id":"b21715c8-0e9c-432d-938e-30428a174947","block_type":"box","text":"• Interlocking directorships","page_number":139,"box":{"x":89,"y":64,"width":210,"height":12}},{"id":"e8b69021-8532-42b8-9e9d-a28a3933b858","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":139,"box":{"x":89,"y":84,"width":853,"height":13}},{"id":"df0b1a53-34e7-4b30-af9f-27e9534248ed","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":139,"box":{"x":122,"y":99,"width":646,"height":13}},{"id":"0205c2aa-6c32-4f8c-9b9a-932633c7845f","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":139,"box":{"x":89,"y":126,"width":848,"height":12}},{"id":"f7638835-a10b-40a5-afbf-37fda5c4f6fa","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":139,"box":{"x":89,"y":141,"width":838,"height":12}},{"id":"c9d5e716-8270-4ef7-bc24-fe80de4bb824","block_type":"box","text":"designated as a lead independent director. The role of this director is to enhance the effectiveness of the independent","page_number":139,"box":{"x":89,"y":156,"width":821,"height":12}},{"id":"8664c294-7620-437f-ba10-3c7812070352","block_type":"box","text":"members of the board through shaping the agenda, ensuring adequate information is provided to the board, and","page_number":139,"box":{"x":89,"y":171,"width":790,"height":12}},{"id":"4a6d5eeb-f9a0-4dbe-89a9-0cc871a72b89","block_type":"box","text":"encouraging independent director participation in board deliberations. The lead independent director or another appropriate","page_number":139,"box":{"x":89,"y":186,"width":871,"height":13}},{"id":"cbc0de44-03b0-4416-8979-45d6e94032fc","block_type":"box","text":"director should be available to meet with shareholders in those situations where an independent director is best placed to","page_number":139,"box":{"x":89,"y":201,"width":851,"height":13}},{"id":"3e621286-4df2-49e5-84b2-bbe629a43ef6","block_type":"box","text":"explain and contextualize a company’s approach.","page_number":139,"box":{"x":89,"y":216,"width":343,"height":13}},{"id":"34ff524e-333e-4d2b-99e1-5a1d7b2571d1","block_type":"box","text":"There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated","page_number":139,"box":{"x":88,"y":243,"width":863,"height":12}},{"id":"480d9e64-ea29-40ea-bc6a-2182f96c2b41","block_type":"box","text":"directors or require additional focus. It is our view that objective oversight of such matters is best achieved when the board","page_number":139,"box":{"x":89,"y":258,"width":858,"height":12}},{"id":"94adf8d1-0521-48e5-93b1-a697c04d9793","block_type":"box","text":"forms committees with a majority of independent directors, depending on market norms and a company’s ownership","page_number":139,"box":{"x":88,"y":273,"width":825,"height":13}},{"id":"b50b9f9c-db7c-4a02-b418-4b20183e0e65","block_type":"box","text":"structure. In many markets, these committees of the board specialize in audit, director nominations, and compensation","page_number":139,"box":{"x":89,"y":288,"width":833,"height":13}},{"id":"447dc422-1b8d-4209-b2f7-839fe3be7b4c","block_type":"box","text":"matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one involving a related","page_number":139,"box":{"x":89,"y":303,"width":855,"height":13}},{"id":"c1202da2-6780-4888-b913-b4a45ddadd82","block_type":"box","text":"party, or to investigate a significant adverse event.","page_number":139,"box":{"x":89,"y":319,"width":348,"height":12}},{"id":"e2b83c57-686b-4d3c-aed2-3ee732f29e4d","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":139,"box":{"x":88,"y":345,"width":877,"height":12}},{"id":"c10de6b4-a24c-40b8-abf4-c46ee166c99b","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":139,"box":{"x":89,"y":360,"width":854,"height":12}},{"id":"e1daf1b3-625d-4bdf-8198-9597d8b53de9","block_type":"box","text":"composition. These disclosures should give an understanding of how the collective experience and expertise of the board, as","page_number":139,"box":{"x":89,"y":375,"width":873,"height":13}},{"id":"b7d7143f-8902-4e67-9053-14f352a6a778","block_type":"box","text":"well as the particular skill sets of individual directors, aligns with the company’s long-term strategy and business model.","page_number":139,"box":{"x":88,"y":390,"width":839,"height":13}},{"id":"2a463efe-8f1c-4b45-b257-83578796c65c","block_type":"box","text":"Highly qualified, engaged directors with professional characteristics relevant to a company’s business and strategy enhance","page_number":139,"box":{"x":89,"y":405,"width":865,"height":13}},{"id":"fdb91c56-443f-4d22-b1d7-5945281118dc","block_type":"box","text":"the ability of the board to add value and be the voice of shareholders in board discussions.","page_number":139,"box":{"x":88,"y":421,"width":631,"height":12}},{"id":"8cbbbd80-cbfd-428f-80ea-c2cac274c7ae","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":139,"box":{"x":89,"y":447,"width":860,"height":12}},{"id":"69d6d21b-02b1-454a-9c83-eac0d42f497b","block_type":"box","text":"as a means of promoting diversity of thought to avoid “group think” in the board’s exercise of its responsibilities to advise","page_number":139,"box":{"x":89,"y":462,"width":849,"height":12}},{"id":"f72e9df2-cad7-48c0-b961-14a3d3c960ba","block_type":"box","text":"and oversee management.","page_number":139,"box":{"x":89,"y":477,"width":185,"height":13}},{"id":"9fa8e7ca-73fc-482e-b233-f7bfe2205494","block_type":"box","text":"In assessing board composition, we take a case-by-case approach based on a company’s board size, business model,","page_number":139,"box":{"x":89,"y":504,"width":817,"height":12}},{"id":"5042ec0a-7452-4686-9fdb-c467ac354640","block_type":"box","text":"strategy, location and market capitalization. We look for companies to explain how their approach to board composition","page_number":139,"box":{"x":89,"y":519,"width":838,"height":12}},{"id":"954523dc-3aba-495c-9219-41a6e6e04be1","block_type":"box","text":"supports the company’s governance practices.","page_number":139,"box":{"x":89,"y":534,"width":325,"height":12}},{"id":"013018ef-f094-4b01-83ef-95f7ac0ee797","block_type":"box","text":"We note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":139,"box":{"x":88,"y":560,"width":857,"height":13}},{"id":"19a96240-0ccf-40b6-97e0-10f18843b628","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned. We ask boards to disclose, consistent with local laws,","page_number":139,"box":{"x":89,"y":576,"width":876,"height":12}},{"id":"e73f832f-fbe6-44fe-ac80-ae64f5edf895","block_type":"box","text":"how diversity, including professional and personal characteristics, is considered in board composition, given the company’s","page_number":139,"box":{"x":89,"y":591,"width":861,"height":12}},{"id":"c3751e82-d585-434a-adcf-1105b666cb00","block_type":"box","text":"long-term strategy and business model.","page_number":139,"box":{"x":89,"y":606,"width":278,"height":12}},{"id":"8bbf6620-d50d-4c46-9790-eaec143e3fd0","block_type":"box","text":"(6)","page_number":139,"box":{"x":369,"y":604,"width":14,"height":8}},{"id":"e24b6b43-8b27-4a7a-81ad-b155a43430c2","block_type":"box","text":"Sufficient capacity","page_number":139,"box":{"x":105,"y":632,"width":133,"height":13}},{"id":"e006759a-746e-4e43-845e-571c7bfeec50","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":139,"box":{"x":88,"y":659,"width":836,"height":12}},{"id":"32d7bbf3-5bb1-46c1-837c-830eef52d618","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":139,"box":{"x":89,"y":674,"width":806,"height":12}},{"id":"b012ef73-e7f6-40a0-8123-b553cdebcb1b","block_type":"box","text":"responsibilities - including when there are unforeseen events – and therefore, they should not take on an excessive number of","page_number":139,"box":{"x":89,"y":689,"width":880,"height":12}},{"id":"03066097-26b9-4bf5-a3b2-be919cdbccef","block_type":"box","text":"roles that would impair their ability to fulfill their duties.","page_number":139,"box":{"x":89,"y":704,"width":387,"height":12}},{"id":"02dc4487-9c14-4009-843d-9d6e43da5934","block_type":"box","text":"Auditors and audit-related issues","page_number":139,"box":{"x":88,"y":730,"width":240,"height":10}},{"id":"0617c060-c695-4597-ae9b-74f21bb161f9","block_type":"box","text":"BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a","page_number":139,"box":{"x":89,"y":757,"width":821,"height":12}},{"id":"a0d8c9af-b578-4b9e-accf-7d789bbe6738","block_type":"box","text":"company’s financial condition. Accordingly, we look for the assumptions made by management and reviewed by the auditor","page_number":139,"box":{"x":89,"y":772,"width":870,"height":12}},{"id":"8e34d9d1-f683-463e-a210-1168267e4787","block_type":"box","text":"in preparing the financial statements to be reasonable and justified.","page_number":139,"box":{"x":89,"y":787,"width":471,"height":13}},{"id":"b4a820cf-b590-4a3d-bb11-a75c73682bf7","block_type":"box","text":"The accuracy of financial statements, inclusive of financial and non-financial information as required or permitted under","page_number":139,"box":{"x":88,"y":814,"width":843,"height":12}},{"id":"097e386d-70af-493e-ada8-49d4bd80c04b","block_type":"box","text":"market-specific accounting rules, is of paramount importance to BlackRock. Investors increasingly recognize that a broader","page_number":139,"box":{"x":89,"y":829,"width":862,"height":12}},{"id":"ffa274d0-88e0-4faf-ade6-410aaac41472","block_type":"box","text":"(6) Personal characteristics may include, but are not limited to, gender; race/ethnicity; disability; veteran status; LGBTQ+; and national, Indig","page_number":139,"box":{"x":89,"y":856,"width":795,"height":10}},{"id":"65d33b14-21ad-4336-9088-fe867d724508","block_type":"box","text":"enous, reli","page_number":139,"box":{"x":885,"y":856,"width":61,"height":9}},{"id":"bf03bf44-943d-40ee-a77d-d04c6ba3c646","block_type":"box","text":"gious, or cultural identity.","page_number":139,"box":{"x":121,"y":868,"width":141,"height":10}},{"id":"5bfc044b-ba14-4a2c-af12-e125cf12998c","block_type":"box","text":"A-25","page_number":139,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"6e566bb3-6493-4641-a496-d25802bf3bb2","block_type":"box","text":"range of risks and opportunities have the potential to materially impact financial performance. Over time, we anticipate","page_number":140,"box":{"x":89,"y":44,"width":833,"height":12}},{"id":"e8ec4d00-fc32-43b2-aad3-754c1475b4d4","block_type":"box","text":"investors and other users of company reporting will increasingly seek to understand and scrutinize the assumptions","page_number":140,"box":{"x":89,"y":59,"width":810,"height":12}},{"id":"217c00f8-aeb4-4786-9568-08426b62ae8f","block_type":"box","text":"underlying financial statements, particularly those that pertain to the impact of the transition to a low-carbon economy on a","page_number":140,"box":{"x":89,"y":74,"width":870,"height":12}},{"id":"aa71eb63-4319-4f9b-8a56-e3dc8bca1c6c","block_type":"box","text":"company’s business model and asset mix. We recognize that this is an area of evolving practice and note that international","page_number":140,"box":{"x":89,"y":89,"width":856,"height":13}},{"id":"8e6776d2-b98d-4b5b-ab7c-4b2fb37fb263","block_type":"box","text":"standards setters, such as the International Financial Reporting Standards (IFRS) Board and the International Auditing and","page_number":140,"box":{"x":89,"y":104,"width":854,"height":13}},{"id":"fcd10d78-eefe-422f-b8e6-689d89bcb1b7","block_type":"box","text":"Assurance Standards Board (IAASB), continue to develop their guidance to companies.","page_number":140,"box":{"x":88,"y":119,"width":608,"height":13}},{"id":"eecae1da-3292-442a-8e0f-c9e649fb0444","block_type":"box","text":"(7)","page_number":140,"box":{"x":698,"y":117,"width":14,"height":8}},{"id":"fbf70002-b2b5-42f1-8b36-011426e68e9c","block_type":"box","text":"In this context, audit committees, or equivalent, play a vital role in a company’s financial reporting system by providing","page_number":140,"box":{"x":89,"y":146,"width":828,"height":12}},{"id":"1c5fa16c-58bf-41da-9b6c-5077c6e1e04d","block_type":"box","text":"independent oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial","page_number":140,"box":{"x":89,"y":161,"width":795,"height":12}},{"id":"003d0d66-53df-4eb3-b2e1-52ab6ed176bf","block_type":"box","text":"information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these committees can","page_number":140,"box":{"x":89,"y":176,"width":871,"height":12}},{"id":"48865f0d-2ba8-4a64-ae84-029aa62f857c","block_type":"box","text":"provide oversight of Enterprise Risk Management systems.","page_number":140,"box":{"x":89,"y":191,"width":409,"height":13}},{"id":"dc8ef4d2-9557-4f8e-96b2-de28b09734c9","block_type":"box","text":"(8)","page_number":140,"box":{"x":500,"y":189,"width":14,"height":8}},{"id":"7e217f26-b5cd-4f39-9ab4-6bab7cef7468","block_type":"box","text":"In our view, effective audit committee oversight strengthens the","page_number":140,"box":{"x":520,"y":191,"width":446,"height":13}},{"id":"cf82b6ac-13bb-4857-a1d6-f0ffc4430b4b","block_type":"box","text":"quality and reliability of a company’s financial statements and provides an important level of reassurance to shareholders.","page_number":140,"box":{"x":89,"y":206,"width":850,"height":13}},{"id":"e6be78ed-2e56-4d7a-a81f-3f26fe89eac1","block_type":"box","text":"Audit committees or equivalent should have clearly articulated charters that set out their responsibilities and have a rotation","page_number":140,"box":{"x":88,"y":233,"width":869,"height":12}},{"id":"a8c18e66-2c2d-4841-9ffa-ec96c863aeff","block_type":"box","text":"plan in place that allows for a periodic refreshment of the committee membership to introduce fresh perspectives to audit","page_number":140,"box":{"x":89,"y":248,"width":853,"height":12}},{"id":"c39d8253-dee2-4e0f-813c-d70e7a190452","block_type":"box","text":"oversight. We recognize that audit committees will rely on management, internal audit, and the independent auditor in","page_number":140,"box":{"x":89,"y":263,"width":829,"height":12}},{"id":"93a49405-eeac-418c-89d0-26338a5cbbfa","block_type":"box","text":"fulfilling their responsibilities but look to committee members to demonstrate they have relevant expertise to monitor and","page_number":140,"box":{"x":88,"y":278,"width":854,"height":13}},{"id":"7cb0d340-9934-4c9e-a17c-0438e5b9435f","block_type":"box","text":"oversee the audit process and related activities.","page_number":140,"box":{"x":89,"y":293,"width":329,"height":13}},{"id":"49dd3270-1d9e-4da3-a71a-8f9ab84c8d4e","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":140,"box":{"x":88,"y":320,"width":871,"height":12}},{"id":"884c2c1f-4309-48ca-8382-e9dc6d78d1c6","block_type":"box","text":"or ad hoc notifications of material financial weakness. In this respect, audit committees should provide timely disclosure on","page_number":140,"box":{"x":89,"y":335,"width":863,"height":12}},{"id":"10307d64-f49b-46a2-a103-7b4cbb94206c","block_type":"box","text":"the remediation of Key and Critical Audit Matters identified either by the external auditor or internal audit function.","page_number":140,"box":{"x":88,"y":350,"width":802,"height":12}},{"id":"5c951691-5476-4802-9671-97335894d76c","block_type":"box","text":"The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on","page_number":140,"box":{"x":88,"y":376,"width":853,"height":13}},{"id":"40793929-3fa2-46de-afdc-9a677f8515a5","block_type":"box","text":"management. To that end, it is important that auditors are, and are seen to be, independent. Where an audit firm provides","page_number":140,"box":{"x":89,"y":392,"width":853,"height":12}},{"id":"3af3fe59-15a5-431c-9d40-1fae661f16d4","block_type":"box","text":"services to the company in addition to the audit, we look for the fees earned to be disclosed and explained. We look for Audit","page_number":140,"box":{"x":89,"y":407,"width":874,"height":12}},{"id":"dbaf9b90-27f8-4028-87a2-1aabdf4ed64f","block_type":"box","text":"committees to have in place a procedure for assessing annually the independence of the auditor and the quality of the","page_number":140,"box":{"x":89,"y":422,"width":827,"height":12}},{"id":"b70cf71a-0e5b-408a-8c7c-6a7f29082c8b","block_type":"box","text":"external audit process.","page_number":140,"box":{"x":89,"y":437,"width":157,"height":12}},{"id":"8f2c1764-f67d-40c9-a048-6c915e46ed5d","block_type":"box","text":"Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management","page_number":140,"box":{"x":89,"y":463,"width":817,"height":13}},{"id":"497cdc82-af89-4d16-a4db-8e7c18ba7183","block_type":"box","text":"practices and, more broadly, the quality of the board’s oversight. We look to the audit or risk committee to periodically review","page_number":140,"box":{"x":89,"y":479,"width":876,"height":12}},{"id":"38eedbe5-749d-4280-a8ac-1cb9720be9ec","block_type":"box","text":"the company’s risk assessment and risk management policies and the significant risks and exposures identified by","page_number":140,"box":{"x":88,"y":494,"width":800,"height":12}},{"id":"6fd9f36c-d696-44e2-820a-d60acef81700","block_type":"box","text":"management, the internal auditors or the independent auditors and management’s steps to address them. In the absence of","page_number":140,"box":{"x":89,"y":509,"width":873,"height":12}},{"id":"d4d2d2ec-3c10-44e2-a954-b8aa83c1c570","block_type":"box","text":"detailed disclosures, we may reasonably conclude that companies are not adequately managing risk.","page_number":140,"box":{"x":89,"y":524,"width":704,"height":12}},{"id":"60a53ae3-1e22-4c13-afd8-3349c358fced","block_type":"box","text":"Capital structure, mergers, asset sales, and other special transactions","page_number":140,"box":{"x":89,"y":550,"width":500,"height":13}},{"id":"dd9b1239-5dd7-4d55-8d99-d36ae77129b1","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":140,"box":{"x":88,"y":577,"width":853,"height":12}},{"id":"f4aff866-af28-44e0-8b4b-4d4c6ef3e482","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":140,"box":{"x":88,"y":592,"width":841,"height":12}},{"id":"35288476-dd7f-4b49-bceb-5573fe068675","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":140,"box":{"x":89,"y":607,"width":351,"height":12}},{"id":"1cdce131-da38-46c9-b053-2af08f0dfc8c","block_type":"box","text":"Effective voting rights are basic rights of share ownership and a core principle of effective governance. Shareholders, as the","page_number":140,"box":{"x":89,"y":633,"width":858,"height":13}},{"id":"a72d41a6-daf5-4f12-aa55-a3287b64aff5","block_type":"box","text":"residual claimants, have the strongest interest in protecting the financial value of the company, and voting rights should","page_number":140,"box":{"x":89,"y":649,"width":837,"height":12}},{"id":"62eb8339-1cca-4b39-95ef-e2a1522e014c","block_type":"box","text":"match economic exposure, i.e., one share, one vote.","page_number":140,"box":{"x":89,"y":664,"width":361,"height":12}},{"id":"413a5b3c-35af-4fc9-ba46-8b4e21536ab2","block_type":"box","text":"In principle, we disagree with the creation of a share class with equivalent economic exposure and preferential, differentiated","page_number":140,"box":{"x":89,"y":690,"width":872,"height":13}},{"id":"2f08323d-110b-4ed0-bd33-eb24a88787bc","block_type":"box","text":"voting rights. In our view, this structure violates the fundamental corporate governance principle of proportionality and","page_number":140,"box":{"x":88,"y":705,"width":833,"height":13}},{"id":"22c91a06-3473-41e7-9c6f-3283fc73f2dd","block_type":"box","text":"results in a concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and","page_number":140,"box":{"x":89,"y":720,"width":815,"height":13}},{"id":"a843a83d-eaac-4a78-a49e-1390f6a41108","block_type":"box","text":"amplifying any potential conflicts of interest. However, we recognize that in certain markets, at least for a period of time,","page_number":140,"box":{"x":89,"y":736,"width":839,"height":12}},{"id":"66a3d9f6-4996-43b4-bce8-2a621ef8fa1e","block_type":"box","text":"companies may have a valid argument for listing dual classes of shares with differentiated voting rights. In our view, such","page_number":140,"box":{"x":89,"y":751,"width":845,"height":12}},{"id":"bf2696fb-622d-4d90-99e1-973351be0fc3","block_type":"box","text":"companies should review these share class structures on a regular basis or as company circumstances change. Additionally,","page_number":140,"box":{"x":89,"y":766,"width":867,"height":12}},{"id":"7b04309f-ca2d-4cb7-b06e-b24af2bf3108","block_type":"box","text":"(7) IFRS, “IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information”, June 2023, and IAASB, “IAASB Launches Pu","page_number":140,"box":{"x":89,"y":803,"width":833,"height":10}},{"id":"d2448bd5-d310-4178-a55c-4a453cb338bf","block_type":"box","text":"blic","page_number":140,"box":{"x":923,"y":803,"width":18,"height":8}},{"id":"816e6b3f-92a9-4ddf-9c68-1760e18e5b3a","block_type":"box","text":"Consultation on Landmark Proposed Global Sustainability Assurance Standard”, August 2023.","page_number":140,"box":{"x":121,"y":816,"width":525,"height":9}},{"id":"75a05f8e-ba95-4e08-851a-bfca12d1cdd0","block_type":"box","text":"(8) Enterprise risk management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setti","page_number":140,"box":{"x":89,"y":831,"width":833,"height":10}},{"id":"35c65efc-a2c3-4603-bc95-1efba82f1f7d","block_type":"box","text":"ng and","page_number":140,"box":{"x":924,"y":831,"width":37,"height":10}},{"id":"7571fbb4-1faa-4a72-a321-36a9ae10492a","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":140,"box":{"x":121,"y":843,"width":818,"height":10}},{"id":"9ebec5eb-a4c8-41cb-a5dd-af91c7166aef","block_type":"box","text":"son","page_number":140,"box":{"x":940,"y":846,"width":24,"height":5}},{"id":"504ff3d7-b2c8-4999-99ba-f24cc63189d0","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see the Committee of Sponsoring Organizations of the Treadway Commission (COSO),","page_number":140,"box":{"x":121,"y":856,"width":842,"height":10}},{"id":"0b00ccd0-9602-41a1-b9db-5f74f4b1cae3","block_type":"box","text":"“Enterprise Risk Management”, 2023.","page_number":140,"box":{"x":121,"y":868,"width":208,"height":10}},{"id":"ac5196b2-e333-48eb-a304-3bbbda29267f","block_type":"box","text":"A-26","page_number":140,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"0cdc4123-6183-4558-b7b1-cf812ecad9f1","block_type":"box","text":"they should seek shareholder approval of their capital structure on a periodic basis via a management proposal at the","page_number":141,"box":{"x":88,"y":44,"width":822,"height":12}},{"id":"9f3b7734-a85b-4fa2-889c-e0dc7a4132f3","block_type":"box","text":"company’s shareholder meeting. The proposal should give unaffiliated shareholders the opportunity to affirm the current","page_number":141,"box":{"x":89,"y":59,"width":847,"height":12}},{"id":"e9d4bf0e-4168-4110-95de-0495c399c349","block_type":"box","text":"structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs","page_number":141,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"f674a2f5-e9d9-4b06-bc18-db72d8e6bbec","block_type":"box","text":"to shareholders.","page_number":141,"box":{"x":88,"y":89,"width":112,"height":10}},{"id":"0076cd65-8ada-4266-bf03-cdb18f5a1005","block_type":"box","text":"In assessing mergers, asset sales, or other special transactions, BlackRock’s primary consideration is the long-term economic","page_number":141,"box":{"x":89,"y":116,"width":875,"height":12}},{"id":"0fe3c196-4568-4912-9749-c9d1e5df7fc5","block_type":"box","text":"interests of our clients as shareholders. Boards proposing a transaction should clearly explain the economic and strategic","page_number":141,"box":{"x":89,"y":131,"width":847,"height":12}},{"id":"12af23b9-8a28-48b7-8f45-5bda47c0b57d","block_type":"box","text":"rationale behind it. We will review a proposed transaction to determine the degree to which it can enhance long-term","page_number":141,"box":{"x":89,"y":146,"width":820,"height":12}},{"id":"8fc7bd09-c93f-4be5-b3f1-6a29b52f1c60","block_type":"box","text":"shareholder value. We find long-term investors like our clients typically benefit when proposed transactions have the","page_number":141,"box":{"x":89,"y":161,"width":815,"height":12}},{"id":"0b195d9a-79a4-4537-b6e4-821763dd492d","block_type":"box","text":"unanimous support of the board and have been negotiated at arm’s length. We may seek reassurance from the board that","page_number":141,"box":{"x":89,"y":176,"width":854,"height":13}},{"id":"8bd6b609-5441-4ee2-93b4-042ef8091344","block_type":"box","text":"the financial interests of executives and/or board members in a given transaction have not adversely affected their ability to","page_number":141,"box":{"x":88,"y":191,"width":865,"height":13}},{"id":"f42c290f-f9f3-4910-89b2-17a9fb7ed02a","block_type":"box","text":"place shareholders’ interests before their own. Where the transaction involves related parties, the recommendation to","page_number":141,"box":{"x":89,"y":206,"width":821,"height":13}},{"id":"cbaad811-b1e8-46fe-82d1-21631ab0e87c","block_type":"box","text":"support should come from the independent directors, a best practice in most markets, and ideally, the terms should have","page_number":141,"box":{"x":89,"y":222,"width":846,"height":12}},{"id":"37aa914f-3309-4ed2-ac7e-100ccbe9f115","block_type":"box","text":"been assessed through an independent appraisal process. In addition, it is good practice that it be approved by a separate","page_number":141,"box":{"x":89,"y":237,"width":849,"height":12}},{"id":"50888f45-dd21-4cc7-a021-171c256e6e04","block_type":"box","text":"vote of the non-conflicted parties.","page_number":141,"box":{"x":88,"y":252,"width":237,"height":12}},{"id":"28e2f7e0-2634-4909-a776-3a5ee4bce66c","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":141,"box":{"x":88,"y":278,"width":827,"height":13}},{"id":"226ec586-a525-4ed2-be7b-0ea04421b322","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":141,"box":{"x":89,"y":293,"width":877,"height":13}},{"id":"782a50bc-9cf2-4169-9e71-e1b67f173e99","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":141,"box":{"x":89,"y":308,"width":863,"height":13}},{"id":"fbebf2a1-2a04-4925-88cc-5207027ee4f5","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":141,"box":{"x":89,"y":324,"width":819,"height":12}},{"id":"d0bb5639-f19c-4442-9a27-16dd21c8e616","block_type":"box","text":"encourage any so-called “shareholder rights plans” proposed by a board to be subject to shareholder approval upon","page_number":141,"box":{"x":89,"y":339,"width":811,"height":12}},{"id":"9d9a1a0a-7148-4bee-84fe-c9faa5b3a24f","block_type":"box","text":"introduction and periodically thereafter.","page_number":141,"box":{"x":89,"y":354,"width":276,"height":12}},{"id":"ff9e0f1f-bd28-4aed-b47f-62a7906e2058","block_type":"box","text":"Executive compensation","page_number":141,"box":{"x":89,"y":381,"width":174,"height":12}},{"id":"9294e730-6243-425f-a4b2-c14b315c6e18","block_type":"box","text":"In most markets, one of the most important roles for a company’s board of directors is to put in place a compensation","page_number":141,"box":{"x":89,"y":407,"width":826,"height":12}},{"id":"a369f7f0-09e0-4618-adb0-20bb617b96a9","block_type":"box","text":"structure that incentivizes and rewards executives appropriately. Executive compensation is an important tool used by","page_number":141,"box":{"x":89,"y":422,"width":824,"height":12}},{"id":"5361a2be-e906-46f8-ac70-9653987e2951","block_type":"box","text":"companies to support long-term financial value creation. In our experience, well-structured compensation policies reward","page_number":141,"box":{"x":89,"y":437,"width":853,"height":12}},{"id":"6413a8fb-bae5-4c03-b998-9c6a2d3e505b","block_type":"box","text":"the successful delivery of strategic, operational, and/or financial goals, encourage an appropriate risk appetite, and align the","page_number":141,"box":{"x":88,"y":452,"width":870,"height":12}},{"id":"7094bf58-87ac-47de-a60f-7cc0f731d948","block_type":"box","text":"interests of shareholders and executives through equity ownership.","page_number":141,"box":{"x":89,"y":467,"width":469,"height":13}},{"id":"f3d9dfd4-2a16-4189-939c-d5075bf0bdce","block_type":"box","text":"We look for there to be a clear link between variable pay and operational and financial performance. Performance metrics","page_number":141,"box":{"x":88,"y":494,"width":848,"height":12}},{"id":"b2b389c7-573c-4240-8c1d-c54f1ad58337","block_type":"box","text":"should be stretching and aligned with a company’s strategy and business model. BIS does not have a position on whether","page_number":141,"box":{"x":89,"y":509,"width":852,"height":12}},{"id":"2ecf586c-0c4f-4c73-9a1a-15805e83982b","block_type":"box","text":"companies should use sustainability-related criteria in compensation structures, but, where they are included, we look to","page_number":141,"box":{"x":89,"y":524,"width":846,"height":12}},{"id":"c190bfb6-7442-486a-aa01-0dc5091bab4c","block_type":"box","text":"companies to be as rigorous as they would be in setting other financial or operational targets. Long-term incentive plans","page_number":141,"box":{"x":89,"y":539,"width":843,"height":12}},{"id":"ce6b4a0e-e590-44c9-9777-c76871e538d0","block_type":"box","text":"should encompass timeframes that 1) are distinct from annual executive compensation structures and metrics, and 2)","page_number":141,"box":{"x":89,"y":554,"width":828,"height":12}},{"id":"f8b42abc-507e-47a1-8350-0f105a0cd93e","block_type":"box","text":"encourage the delivery of strong financial results over a period of years.","page_number":141,"box":{"x":89,"y":569,"width":498,"height":13}},{"id":"c64ba7ae-0e7b-4ed7-b3ee-cdd55abc8acb","block_type":"box","text":"When designing, reviewing, and approving executive compensation policies, board compensation committees – or board","page_number":141,"box":{"x":88,"y":596,"width":847,"height":12}},{"id":"805734cf-b6e2-418d-a782-341e360a5e98","block_type":"box","text":"members responsible for setting executive compensation – should carefully consider the company’s specific circumstances,","page_number":141,"box":{"x":89,"y":611,"width":866,"height":12}},{"id":"c9b625eb-043e-4643-a0c8-0b85e2164151","block_type":"box","text":"such as its risk profile, the environment in which it operates, and the individuals the board is trying to attract, retain and","page_number":141,"box":{"x":89,"y":626,"width":835,"height":12}},{"id":"edaa2445-ddf4-475b-b2b3-ad6894f039f5","block_type":"box","text":"incentivize. We look to the compensation committees to guard against contractual arrangements that would entitle","page_number":141,"box":{"x":89,"y":641,"width":808,"height":12}},{"id":"3e0e8ea5-d38a-469b-99e3-8ca9369a54f3","block_type":"box","text":"executives to material compensation for early termination of their employment. Finally, pension contributions and other","page_number":141,"box":{"x":89,"y":656,"width":839,"height":13}},{"id":"7c528db9-8a07-48c6-b28c-bd3c2bfffcb6","block_type":"box","text":"deferred compensation arrangements should be reasonable in light of market practices or the company’s business and","page_number":141,"box":{"x":89,"y":671,"width":831,"height":13}},{"id":"a0b79d66-acd7-4a47-9a83-7851d9bf9036","block_type":"box","text":"executive compensation strategies.","page_number":141,"box":{"x":89,"y":687,"width":245,"height":12}},{"id":"b8e6099e-f8aa-4e9b-87c2-132d3c4fac7d","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":141,"box":{"x":88,"y":713,"width":862,"height":12}},{"id":"5490ae94-7f10-4d94-99f8-e6c76ce50ad5","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":141,"box":{"x":89,"y":728,"width":874,"height":12}},{"id":"8c5611ed-2563-4f2a-8233-22953d8eb72c","block_type":"box","text":"was used, and how the adjusted outcome is aligned with the interests of shareholders. We acknowledge that the use of peer","page_number":141,"box":{"x":88,"y":743,"width":871,"height":12}},{"id":"ca385e81-6f7f-4849-a49e-fb61c29cf6ac","block_type":"box","text":"group evaluation by compensation committees can help ensure competitive pay; however, we are concerned when the","page_number":141,"box":{"x":89,"y":758,"width":830,"height":13}},{"id":"5fdfd4a0-e3e1-4172-b917-562378c5a0d3","block_type":"box","text":"rationale for increases in total compensation at a company is solely based on peer benchmarking, rather than also","page_number":141,"box":{"x":89,"y":773,"width":797,"height":13}},{"id":"deabb358-9687-48bf-b181-7d89bc215b8c","block_type":"box","text":"considering rigorous measures of outperformance. We encourage companies to clearly explain how compensation outcomes","page_number":141,"box":{"x":89,"y":788,"width":878,"height":13}},{"id":"cbca8c4f-51c0-4c09-899c-0e5ef007ec17","block_type":"box","text":"have rewarded performance.","page_number":141,"box":{"x":89,"y":804,"width":199,"height":12}},{"id":"2c7191ba-0a7f-4a27-8fc3-ea96d97ee75a","block_type":"box","text":"We encourage boards to consider building clawback provisions into incentive plans such that companies could clawback","page_number":141,"box":{"x":88,"y":830,"width":846,"height":12}},{"id":"07bbdac9-9f32-46f0-8088-40723923e863","block_type":"box","text":"compensation or require executives to forgo awards when compensation was based on faulty financial statements or","page_number":141,"box":{"x":89,"y":845,"width":821,"height":12}},{"id":"00d77720-b39f-4739-9acd-ef4648c44a35","block_type":"box","text":"deceptive business practices. We also favor recoupment from or the foregoing of the grant of any awards by any senior","page_number":141,"box":{"x":89,"y":860,"width":831,"height":13}},{"id":"024c4550-2a79-4536-b66b-b0aa13b0d09d","block_type":"box","text":"A-27","page_number":141,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"f9b64e22-f118-4093-aa26-3e2800b95da6","block_type":"box","text":"executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or","page_number":142,"box":{"x":89,"y":44,"width":834,"height":12}},{"id":"3ea11884-9d9f-4c2e-8d63-370d14cdf4e6","block_type":"box","text":"resulted in a criminal investigation, even if such actions did not ultimately result in a material restatement of past results.","page_number":142,"box":{"x":89,"y":59,"width":843,"height":12}},{"id":"bf1f4b94-614d-4c62-a363-53b0bf3df4bc","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":142,"box":{"x":89,"y":85,"width":839,"height":13}},{"id":"6cd9dc5d-f7d3-4bcc-9dd7-84da88e24449","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":142,"box":{"x":89,"y":101,"width":832,"height":12}},{"id":"32502603-529a-4c2b-baba-ec65cf52be16","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":142,"box":{"x":89,"y":116,"width":868,"height":12}},{"id":"dd92953c-ed24-40d0-ab06-4a3c7d50b296","block_type":"box","text":"charged with overseeing.","page_number":142,"box":{"x":89,"y":131,"width":174,"height":12}},{"id":"74ed4d18-0ad4-49e0-a4b0-f22fa4543a51","block_type":"box","text":"BIS may convey concerns through not supporting management’s proposals to approve compensation, where they are on the","page_number":142,"box":{"x":89,"y":157,"width":874,"height":13}},{"id":"5da059cc-93e4-4e6e-ac6a-f11b0c15a456","block_type":"box","text":"agenda. We may also vote against members of the compensation committee or equivalent board members for poor","page_number":142,"box":{"x":89,"y":172,"width":810,"height":13}},{"id":"413ec9bf-053b-4891-96de-6d4cd5773431","block_type":"box","text":"compensation practices or structures.","page_number":142,"box":{"x":89,"y":188,"width":264,"height":12}},{"id":"3b31e539-ea15-4517-a113-a5e21523ea38","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":142,"box":{"x":89,"y":214,"width":387,"height":12}},{"id":"8ce2cc6d-894d-4f99-915e-82ec069d5b7a","block_type":"box","text":"It is our view that well-managed companies will effectively evaluate and manage material sustainability-related risks and","page_number":142,"box":{"x":89,"y":240,"width":842,"height":13}},{"id":"c59c20dd-616e-410c-a1f0-b3fd0e3f0f85","block_type":"box","text":"opportunities relevant to their businesses.","page_number":142,"box":{"x":89,"y":256,"width":292,"height":12}},{"id":"df1160fb-f4be-422c-be26-9856f9a6fd23","block_type":"box","text":"(9)","page_number":142,"box":{"x":383,"y":254,"width":14,"height":8}},{"id":"f8d3eb1e-1221-414f-82c3-cb36cfb2c69c","block_type":"box","text":"As with all risks and opportunities in a company’s business model, appropriate","page_number":142,"box":{"x":402,"y":256,"width":550,"height":12}},{"id":"0b3dad92-a8a8-46fa-b509-b2844fc33bc0","block_type":"box","text":"oversight of material sustainability considerations is a core component of having an effective governance framework that","page_number":142,"box":{"x":89,"y":271,"width":848,"height":12}},{"id":"2b7b0ae4-f8ba-4221-b77c-0424d9f6a168","block_type":"box","text":"supports durable, long-term financial value creation.","page_number":142,"box":{"x":89,"y":286,"width":366,"height":12}},{"id":"242dbefa-7310-403e-a780-2f73b9cd06db","block_type":"box","text":"Robust disclosure allows investors to effectively evaluate companies’ strategy and business practices related to material","page_number":142,"box":{"x":89,"y":312,"width":835,"height":13}},{"id":"d820812f-bde0-41fb-8450-2daed7deb118","block_type":"box","text":"sustainability-related risks and opportunities. We find it helpful when companies’ disclosures demonstrate that they have a","page_number":142,"box":{"x":89,"y":327,"width":858,"height":13}},{"id":"a5bf9271-8d60-45d3-a8c4-6aac7a426981","block_type":"box","text":"resilient business model that integrates material sustainability-related risks and opportunities into their strategy, risk","page_number":142,"box":{"x":89,"y":342,"width":813,"height":13}},{"id":"3287bd0e-af3d-4798-9a28-e1d39e807c0d","block_type":"box","text":"management, and metrics and targets, including industry-specific metrics. The International Sustainability Standards Board","page_number":142,"box":{"x":89,"y":358,"width":865,"height":12}},{"id":"61a85354-ff40-4fa5-b1b9-4e1e9173d3e9","block_type":"box","text":"(ISSB) standards, IFRS S1 and S2","page_number":142,"box":{"x":89,"y":373,"width":227,"height":12}},{"id":"d1506fae-b33e-4758-9874-61cd974230a1","block_type":"box","text":"(10)","page_number":142,"box":{"x":318,"y":371,"width":21,"height":8}},{"id":"0e27d862-126d-4d8d-a1f9-1d1e22973128","block_type":"box","text":"may prove helpful to companies in preparing this disclosure. The standards build on the","page_number":142,"box":{"x":345,"y":373,"width":613,"height":12}},{"id":"c1d1d2f8-1d98-4a36-9ee0-f528b6515c94","block_type":"box","text":"Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the","page_number":142,"box":{"x":88,"y":388,"width":838,"height":12}},{"id":"89a072d9-f03d-4947-abde-5fcb9ea417d9","block_type":"box","text":"Sustainability Accounting Standards Board (SASB), which have both converged under the ISSB. We recognize that companies","page_number":142,"box":{"x":88,"y":403,"width":876,"height":12}},{"id":"5f89ee44-f654-4d24-b607-d549806537f3","block_type":"box","text":"may phase in reporting aligned with the ISSB standards over several years. We also recognize that some companies may","page_number":142,"box":{"x":89,"y":418,"width":839,"height":12}},{"id":"3b36e8a7-a8e4-4bbd-86eb-a522333be134","block_type":"box","text":"report using different standards, which may be required by regulation, or one of a number of voluntary standards. In such","page_number":142,"box":{"x":89,"y":433,"width":849,"height":13}},{"id":"0120c117-9769-42e5-9464-4bb1d69cc8b3","block_type":"box","text":"cases, we ask that companies highlight the metrics that are industry- or company-specific.","page_number":142,"box":{"x":89,"y":448,"width":634,"height":13}},{"id":"bddf299f-1a62-4e96-9ee1-5b8428089982","block_type":"box","text":"We note that climate and other sustainability-related disclosures often require companies to collect and aggregate data from","page_number":142,"box":{"x":88,"y":475,"width":874,"height":12}},{"id":"b6c7b956-f263-42a2-a0c2-519e4080bea0","block_type":"box","text":"various internal and external sources. We recognize that the practical realities of data collection and reporting may not line up","page_number":142,"box":{"x":88,"y":490,"width":879,"height":12}},{"id":"09e3ea97-b37b-4dfd-8dd5-0551a68f5d52","block_type":"box","text":"with financial reporting cycles and companies may require additional time after their fiscal year-end to accurately collect,","page_number":142,"box":{"x":88,"y":505,"width":847,"height":12}},{"id":"2582f09e-fbe8-4073-b52a-f84e95c99c64","block_type":"box","text":"analyze, and report this data to investors. That said, while we do not prescribe timelines regarding when companies make","page_number":142,"box":{"x":89,"y":520,"width":850,"height":12}},{"id":"1cfb4636-9fad-45e8-b2a0-53b246523f02","block_type":"box","text":"these disclosures, we encourage them to produce climate and other sustainability-related disclosures sufficiently in advance","page_number":142,"box":{"x":88,"y":535,"width":870,"height":13}},{"id":"a72dbecb-c39b-43dc-a2b7-9d99d57d629e","block_type":"box","text":"of their annual meeting, to the best of their abilities to provide investors with time to assess the data and make informed","page_number":142,"box":{"x":89,"y":550,"width":842,"height":13}},{"id":"270087bb-f7ba-4bc6-88f2-fa0cea5209af","block_type":"box","text":"decisions.","page_number":142,"box":{"x":89,"y":565,"width":67,"height":10}},{"id":"1617a52d-cba5-43b7-b961-dc4e5306035f","block_type":"box","text":"Companies may also choose to adopt or refer to guidance on sustainable and responsible business conduct issued by","page_number":142,"box":{"x":89,"y":592,"width":823,"height":12}},{"id":"95c14866-27d5-495b-929e-4dcf7bc8d43c","block_type":"box","text":"supranational organizations such as the United Nations or the Organization for Economic Cooperation and Development.","page_number":142,"box":{"x":89,"y":607,"width":847,"height":12}},{"id":"b2e78ada-e75c-4b35-bf00-44ea4bada5ea","block_type":"box","text":"Further, industry initiatives on managing specific operational risks may provide useful guidance to companies on best","page_number":142,"box":{"x":89,"y":622,"width":822,"height":12}},{"id":"953b4eba-3d04-45ac-9a97-358a0100373d","block_type":"box","text":"practices and disclosures. While not a voting item, we find it helpful to our understanding of investment risk when companies","page_number":142,"box":{"x":89,"y":637,"width":879,"height":13}},{"id":"3a05cccd-84ee-4733-b598-3c3a3d40e24e","block_type":"box","text":"disclose any relevant global climate and other sustainability-related standards adopted, the industry initiatives in which they","page_number":142,"box":{"x":89,"y":652,"width":868,"height":13}},{"id":"cd831839-948f-4c67-b065-f9fbaa496061","block_type":"box","text":"participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their","page_number":142,"box":{"x":89,"y":668,"width":831,"height":12}},{"id":"7dbd5b57-99ce-4591-bdae-a0ee626486bf","block_type":"box","text":"approach to sustainable and responsible business practices.","page_number":142,"box":{"x":89,"y":683,"width":418,"height":12}},{"id":"c8b8de77-8708-4192-8d0a-8c0d5324e7fe","block_type":"box","text":"(9) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mod","page_number":142,"box":{"x":89,"y":765,"width":831,"height":10}},{"id":"ab141844-13e3-4e28-af43-4225afce02ce","block_type":"box","text":"el that","page_number":142,"box":{"x":922,"y":765,"width":34,"height":8}},{"id":"d6b2c8ce-3fbd-42dd-a4d3-b19f2d64cd83","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":142,"box":{"x":121,"y":778,"width":826,"height":10}},{"id":"0c749afc-636b-471e-a2eb-cedcd416aa14","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":142,"box":{"x":121,"y":790,"width":832,"height":10}},{"id":"3d2a6014-b5f5-4af1-917d-3b0f871eaef1","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":142,"box":{"x":121,"y":803,"width":443,"height":10}},{"id":"0f7c1d23-6085-4a97-909d-a0bb32aa1381","block_type":"box","text":"(10) The objective of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information is to require an entity to disclo","page_number":142,"box":{"x":89,"y":818,"width":807,"height":10}},{"id":"84dc46ab-e575-4033-a2f5-7922e30c9a17","block_type":"box","text":"se informa","page_number":142,"box":{"x":897,"y":818,"width":63,"height":8}},{"id":"fccc1da3-b97e-4abd-922c-bb04cac60814","block_type":"box","text":"tion about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decis","page_number":142,"box":{"x":121,"y":831,"width":794,"height":10}},{"id":"3fb5b7f6-922c-43c0-9d3b-c60ced527622","block_type":"box","text":"ions","page_number":142,"box":{"x":916,"y":831,"width":22,"height":7}},{"id":"ed9bcc1b-b96f-4de9-82c0-2840a834dfb2","block_type":"box","text":"relating to providing resources to the entity. The objective of IFRS S2 Climate-related Disclosures is to require an entity to disclose information a","page_number":142,"box":{"x":121,"y":843,"width":804,"height":10}},{"id":"9fadd227-4112-4aea-b3a5-afa14c8d23f9","block_type":"box","text":"bout its","page_number":142,"box":{"x":926,"y":843,"width":41,"height":8}},{"id":"12db6026-4f4a-4fd9-8870-ad9f1de621bf","block_type":"box","text":"climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to provi","page_number":142,"box":{"x":121,"y":856,"width":798,"height":10}},{"id":"48a0a760-ce9f-4f0e-b350-7299a908f6c7","block_type":"box","text":"ding","page_number":142,"box":{"x":921,"y":856,"width":23,"height":10}},{"id":"b57e641c-9304-4559-af3e-8e212f456115","block_type":"box","text":"resources to the entity.","page_number":142,"box":{"x":121,"y":868,"width":127,"height":10}},{"id":"6f1d5432-2f10-4a18-b2bb-ee365ccf2224","block_type":"box","text":"A-28","page_number":142,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"55caedd4-cdcd-4913-bd8c-86616ef5202f","block_type":"box","text":"Climate and nature-related risk","page_number":143,"box":{"x":105,"y":44,"width":225,"height":10}},{"id":"bf235d9b-4617-499f-813d-8108a4b727c7","block_type":"box","text":"In our view, the transition to a low-carbon economy is one of several mega forces reshaping markets.","page_number":143,"box":{"x":89,"y":70,"width":707,"height":13}},{"id":"ded5bcc3-27fd-4a01-9507-6224ee0a78f2","block_type":"box","text":"(11)","page_number":143,"box":{"x":798,"y":68,"width":19,"height":8}},{"id":"d22c09f4-52e5-4411-935c-ee16b82791be","block_type":"box","text":"Our research shows","page_number":143,"box":{"x":823,"y":70,"width":139,"height":10}},{"id":"d2c017f5-8083-4c1e-a8a8-6f1cf69fc0b7","block_type":"box","text":"that the low-carbon transition is a structural shift in the global economy that will be shaped by changes in government","page_number":143,"box":{"x":88,"y":85,"width":832,"height":13}},{"id":"beeba213-0953-4af7-a50f-6bd4f1164ac0","block_type":"box","text":"policies, technology, and consumer and investor preferences, which may be material for many companies.","page_number":143,"box":{"x":89,"y":101,"width":742,"height":12}},{"id":"1565e43f-ebb9-4361-bebe-5fcce4238fca","block_type":"box","text":"(12)","page_number":143,"box":{"x":832,"y":99,"width":21,"height":8}},{"id":"31935bb8-ce75-4ec6-9348-da225834d060","block_type":"box","text":"Yet the path to","page_number":143,"box":{"x":858,"y":101,"width":101,"height":12}},{"id":"119189f7-36be-4a1d-ac7a-d66bdf85440a","block_type":"box","text":"a low-carbon economy is uncertain and uneven, with different parts of the economy moving at different speeds. BIS","page_number":143,"box":{"x":89,"y":116,"width":809,"height":12}},{"id":"f7a964c3-c9a3-456c-8c7f-a418f0ef1f29","block_type":"box","text":"recognizes that it can be challenging for companies to predict the impact of climate-related risk and opportunity on their","page_number":143,"box":{"x":89,"y":131,"width":845,"height":12}},{"id":"e74ce33f-b76e-4284-adc6-8b06dd54ef5a","block_type":"box","text":"businesses and operating environments. Many companies are assessing how to navigate the low-carbon transition while","page_number":143,"box":{"x":89,"y":146,"width":845,"height":12}},{"id":"284f2cee-855c-42eb-be48-cf7f5e5d4894","block_type":"box","text":"delivering long-term financial value to investors. At companies where these climate-related risks are material, we find it","page_number":143,"box":{"x":89,"y":161,"width":834,"height":12}},{"id":"a2d973c3-41d4-4f58-9bd0-943a1ab493d9","block_type":"box","text":"helpful when they publicly disclose, consistent with their business model and sector, how they intend to deliver long-term","page_number":143,"box":{"x":89,"y":176,"width":852,"height":13}},{"id":"75a9fe86-35cb-465c-a80b-e60f39fc3d65","block_type":"box","text":"financial performance through the transition to a low-carbon economy, including where available, their transition plan.","page_number":143,"box":{"x":88,"y":191,"width":830,"height":13}},{"id":"2013d797-eff7-4363-9bf9-46a27e0a724d","block_type":"box","text":"(13)","page_number":143,"box":{"x":920,"y":189,"width":20,"height":8}},{"id":"292a6934-bbd2-4f7f-9617-b5463862d4a0","block_type":"box","text":"In our experience, disclosure consistent with the ISSB standards or the TCFD framework can help investors assess company","page_number":143,"box":{"x":89,"y":218,"width":871,"height":12}},{"id":"0f14c017-9fd9-4a29-ac85-f0719303f129","block_type":"box","text":"specific climate-related risks and opportunities, and inform investment decisions.","page_number":143,"box":{"x":89,"y":233,"width":568,"height":12}},{"id":"8eb0bbc1-bb97-4ef1-8c48-eed21066ba07","block_type":"box","text":"(14)","page_number":143,"box":{"x":659,"y":231,"width":20,"height":8}},{"id":"31aa5c27-36f0-426f-8183-13f478b2f13b","block_type":"box","text":"Such disclosures also provide investors","page_number":143,"box":{"x":684,"y":233,"width":272,"height":12}},{"id":"8a81e679-322c-4573-93bb-b0f7bb4afc58","block_type":"box","text":"with insights into how companies are managing the risks associated with climate change by managing their own carbon","page_number":143,"box":{"x":88,"y":248,"width":846,"height":12}},{"id":"bb32188f-3ad6-4894-bce3-5829e7c22826","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable. Recognizing the value of these disclosures, in some","page_number":143,"box":{"x":89,"y":263,"width":854,"height":12}},{"id":"83a4fe35-7237-44af-89f7-c81d96345909","block_type":"box","text":"jurisdictions, like the U.K, large companies must disclose such climate-related financial information on a mandatory basis,","page_number":143,"box":{"x":88,"y":278,"width":852,"height":13}},{"id":"03444b7b-2d87-493b-a4c3-105aea2ae997","block_type":"box","text":"while in other jurisdictions these disclosures are viewed as best practice in the market.","page_number":143,"box":{"x":88,"y":293,"width":603,"height":13}},{"id":"a91496cf-1387-4777-a6e5-1abf311383bd","block_type":"box","text":"Consistent with the ISSB standards and the TCFD framework, we seek to understand, from company disclosures and","page_number":143,"box":{"x":89,"y":320,"width":816,"height":12}},{"id":"21adb17b-4366-44f3-90ef-1eff94d52ec0","block_type":"box","text":"engagement, the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":143,"box":{"x":89,"y":335,"width":832,"height":12}},{"id":"ca442ff3-cb03-4821-b820-d10d7d461740","block_type":"box","text":"business model associated with a range of climate-related scenarios. This includes a scenario in which global warming is","page_number":143,"box":{"x":89,"y":350,"width":845,"height":12}},{"id":"631cd828-0168-4948-b72c-f2a061334758","block_type":"box","text":"limited to well below 2°C, considering ambitions to achieve a limit of 1.5°C, the temperature goal recently reaffirmed by G20","page_number":143,"box":{"x":89,"y":365,"width":867,"height":12}},{"id":"6dde444e-26ff-4c6d-ba3b-869dcc9f57c3","block_type":"box","text":"members as part of the 2024 Leader’s Declaration.","page_number":143,"box":{"x":89,"y":380,"width":352,"height":13}},{"id":"2cdf543f-8e2a-4809-beb1-533d43bff468","block_type":"box","text":"(15)","page_number":143,"box":{"x":443,"y":378,"width":20,"height":8}},{"id":"85e2f3a1-b137-4639-8150-1a2292c64767","block_type":"box","text":"These frameworks also contemplate disclosures on how companies are setting short-, medium- and long-term targets,","page_number":143,"box":{"x":88,"y":407,"width":836,"height":12}},{"id":"80c07f00-4aa7-486e-9304-1361f24c42ca","block_type":"box","text":"ideally science-based where these are available for their sector, for scope 1 and 2 greenhouse gas emissions (GHG)","page_number":143,"box":{"x":89,"y":422,"width":803,"height":12}},{"id":"fa13cda2-f8c1-4861-af96-6776106d06de","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":143,"box":{"x":89,"y":437,"width":833,"height":12}},{"id":"48b6c963-9555-401a-8935-b972f17bc061","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":143,"box":{"x":88,"y":463,"width":871,"height":13}},{"id":"dde3b2c5-9768-4306-9e0b-420e700df9a7","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":143,"box":{"x":89,"y":479,"width":824,"height":12}},{"id":"54ac0b71-8627-44db-847a-6210d79ed17f","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments companies choose to","page_number":143,"box":{"x":89,"y":494,"width":868,"height":12}},{"id":"a1374a69-0a47-418d-83b1-9a8f89fcbffd","block_type":"box","text":"make regarding material scope 3 emissions and recognize these are provided on a good-faith basis as methodology develops.","page_number":143,"box":{"x":89,"y":509,"width":879,"height":12}},{"id":"690c4e5d-009f-4959-9afa-91eaa7d52a35","block_type":"box","text":"Our publicly available commentary provides more information on our approach to climate-related risks and opportunities.","page_number":143,"box":{"x":89,"y":524,"width":853,"height":12}},{"id":"9b7a588d-84fe-4d4c-a8c4-679b12716982","block_type":"box","text":"In addition to climate-related risks and opportunities, the management of nature-related factors is increasingly a component","page_number":143,"box":{"x":89,"y":550,"width":874,"height":13}},{"id":"36dd62e0-5c37-41dd-8ea5-eb89d31250b5","block_type":"box","text":"of some companies’ ability to generate durable, long-term financial returns for shareholders, particularly where a company’s","page_number":143,"box":{"x":89,"y":565,"width":869,"height":13}},{"id":"a5487357-a2dc-49ac-8860-d7c74856adb5","block_type":"box","text":"(11) BlackRock Investment Institute, “Mega forces: An investment opportunity”, 2023.","page_number":143,"box":{"x":89,"y":619,"width":485,"height":10}},{"id":"99f89116-352b-4ba7-8cbd-bedcb05b9e00","block_type":"box","text":"(12) BlackRock Investment Institute, “Tracking the low-carbon transition”, July 2023.","page_number":143,"box":{"x":89,"y":634,"width":476,"height":10}},{"id":"82f4a775-3776-43fa-9be3-a40942de5ed9","block_type":"box","text":"(13) We have observed that more companies are developing such plans, and public policymakers in a number of markets are signaling their intentions to","page_number":143,"box":{"x":89,"y":649,"width":861,"height":10}},{"id":"6a460c9a-4984-4bbe-a3f9-e0e3c3507cc1","block_type":"box","text":"require them or already have requirements in place, such as Australia, Brazil, and the European Union. We view transition plans as a method for a com","page_number":143,"box":{"x":121,"y":662,"width":843,"height":10}},{"id":"e7445bc4-44cc-4753-9867-c6e3225a4d3b","block_type":"box","text":"pany to both internally assess and externally communicate its long-term strategy, ambition, objectives, and actions to create financial value thro","page_number":143,"box":{"x":121,"y":674,"width":807,"height":10}},{"id":"798cd874-c6d2-4099-9ab4-967df720887d","block_type":"box","text":"ugh","page_number":143,"box":{"x":929,"y":674,"width":21,"height":10}},{"id":"4af71393-5af1-4c27-bee4-a4ca09aae738","block_type":"box","text":"the global transition towards a low-carbon economy. Transition plans are building momentum internationally, with increased focus from policy make","page_number":143,"box":{"x":121,"y":687,"width":834,"height":10}},{"id":"992884b3-98ec-4108-bd24-b02f207be07b","block_type":"box","text":"rs","page_number":143,"box":{"x":956,"y":689,"width":9,"height":6}},{"id":"a8ea139a-6861-4e2d-8c67-faa52a692ed5","block_type":"box","text":"and supervisors, including in the EU, UK, G7, G20, and from the financial industry. While many initiatives across jurisdictions outline a framework fo","page_number":143,"box":{"x":121,"y":700,"width":816,"height":10}},{"id":"5b21593f-b4c9-46b3-a2ed-180dc6d10026","block_type":"box","text":"for","page_number":143,"box":{"x":937,"y":702,"width":11,"height":5}},{"id":"0208680a-b143-4e96-8247-935b72e92804","block_type":"box","text":"transition plans, there is no consensus on the key elements these plans should contain. We view useful disclosure as one that communicates a compa","page_number":143,"box":{"x":121,"y":712,"width":845,"height":10}},{"id":"1dabd6ca-6df5-4518-ad72-67e58a7185f4","block_type":"box","text":"ny’s approach to managing financially material business relevant risks and opportunities – including climate-related risks – to deliver long-term","page_number":143,"box":{"x":121,"y":725,"width":801,"height":10}},{"id":"ef254ffd-7d04-4452-9da9-712846ef5429","block_type":"box","text":"finan","page_number":143,"box":{"x":926,"y":725,"width":33,"height":8}},{"id":"82b0ff64-0a43-4f1c-9cdd-f6e0e20b77c0","block_type":"box","text":"cial performance, which allows investors to make more informed decisions. While transition plans can be helpful disclosure, BIS does not make the","page_number":143,"box":{"x":121,"y":737,"width":821,"height":10}},{"id":"55153b75-3605-4fae-9f45-0f3816475f87","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":143,"box":{"x":121,"y":750,"width":835,"height":10}},{"id":"56fbfb7b-7d3c-41a6-97ba-cde64cd63bb6","block_type":"box","text":"their planned actions and resource implications.","page_number":143,"box":{"x":121,"y":763,"width":269,"height":10}},{"id":"15299332-3562-4d52-a848-0d15aa6c9936","block_type":"box","text":"(14) BlackRock, “Global perspectives on investing in the low-carbon transition”, June 2023. We recognize that companies may phase in reporting alig","page_number":143,"box":{"x":89,"y":778,"width":835,"height":10}},{"id":"c27e0e66-4aa3-4e48-9808-eeb5c6179816","block_type":"box","text":"ned","page_number":143,"box":{"x":926,"y":778,"width":20,"height":8}},{"id":"47077b8b-9b79-4257-899a-050308a38676","block_type":"box","text":"with the ISSB standards over several years, depending on local requirements. We also recognize and respect that some companies may report using","page_number":143,"box":{"x":121,"y":790,"width":826,"height":10}},{"id":"b9bae0b9-e844-484f-aef8-e26ee4a3d37e","block_type":"box","text":"different local standards, which may be required by regulation, or one of a number of voluntary standards. In such cases, we ask that companies dis","page_number":143,"box":{"x":121,"y":803,"width":831,"height":10}},{"id":"cb38188a-2577-4aa6-9c25-8591de41e3b3","block_type":"box","text":"close their rationale for reporting in line with the specific disclosure framework chosen and highlight the metrics that are industry- or company","page_number":143,"box":{"x":121,"y":816,"width":805,"height":9}},{"id":"2c45b65d-720d-44da-8fdd-0dabb01bc555","block_type":"box","text":"specific.","page_number":143,"box":{"x":121,"y":828,"width":44,"height":10}},{"id":"4b05e0ca-17a5-4e1b-9751-c476f9a0b175","block_type":"box","text":"(15) In November 2024, G20 members reaffirmed the Paris Agreement temperature goal as part of the Leader’s Declaration. G20 members include the","page_number":143,"box":{"x":89,"y":843,"width":846,"height":10}},{"id":"6984eca0-36c7-4413-a3ab-d5d59b633f8c","block_type":"box","text":"world’s major economies (19 countries and two regional bodies, the European Union and African Union), representing 85% of global Gross Domestic","page_number":143,"box":{"x":121,"y":856,"width":836,"height":10}},{"id":"7a3f735d-faaa-4559-bf9c-f14ad7cd9a7f","block_type":"box","text":"Product, over 75% of international trade, and about two-thirds of the world population.","page_number":143,"box":{"x":122,"y":868,"width":488,"height":10}},{"id":"38299766-23a8-486c-af89-b3749403fa9e","block_type":"box","text":"A-29","page_number":143,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"28b9b641-b362-4077-84ec-9e0b3770f9c3","block_type":"box","text":"strategy is heavily reliant on the availability of natural capital, or whose supply chains are exposed to locations with nature","page_number":144,"box":{"x":89,"y":44,"width":859,"height":12}},{"id":"cf55ac69-45f3-4beb-bbb0-34736a323f4f","block_type":"box","text":"related risks. We look for such companies to disclose how they manage any reliance and impact on, as well as use of, natural","page_number":144,"box":{"x":89,"y":59,"width":870,"height":12}},{"id":"03fdbff5-fe34-4bd4-a874-4ddca515eb6d","block_type":"box","text":"capital, including appropriate risk oversight and relevant metrics and targets, to understand how these factors are integrated","page_number":144,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"e8d074b6-9d95-4fea-9738-1f1a92a7596e","block_type":"box","text":"into strategy. We will evaluate these disclosures to inform our view of how a company is managing material nature-related","page_number":144,"box":{"x":89,"y":89,"width":856,"height":13}},{"id":"f30e832f-8a7b-44c1-ab0a-b8ca438d75df","block_type":"box","text":"risks and opportunities. We rely on company disclosures when determining how to vote on shareholder proposals addressing","page_number":144,"box":{"x":89,"y":104,"width":876,"height":13}},{"id":"0df99b09-330e-43ac-8f43-51bb85b45126","block_type":"box","text":"natural capital issues. Our publicly available commentary provides more information on our approach to natural capital.","page_number":144,"box":{"x":89,"y":119,"width":836,"height":13}},{"id":"69afea20-7c1a-471c-8f96-05aac8c38dd8","block_type":"box","text":"(16)","page_number":144,"box":{"x":927,"y":117,"width":21,"height":8}},{"id":"4ba91e9e-bb58-4a62-a25d-fe9b0dcd64a5","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":144,"box":{"x":105,"y":146,"width":519,"height":12}},{"id":"09f76b7c-7af9-483e-8bd8-7fd5357e9dfd","block_type":"box","text":"In order to advance long-term shareholders’ interests, companies should consider the interests of the various parties on","page_number":144,"box":{"x":89,"y":172,"width":837,"height":13}},{"id":"4166ca57-874f-4c94-aad7-d68b7ec7b0c3","block_type":"box","text":"whom they depend for their success over time. It is for each company to determine their key stakeholders based on what is","page_number":144,"box":{"x":88,"y":188,"width":863,"height":12}},{"id":"c8efc17f-c32e-405e-809d-c8e80fc55972","block_type":"box","text":"material to their business and long-term financial performance. For many companies, key stakeholders include employees,","page_number":144,"box":{"x":89,"y":203,"width":857,"height":12}},{"id":"8696b24c-5696-4427-9616-f6028428d925","block_type":"box","text":"business partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they","page_number":144,"box":{"x":89,"y":218,"width":877,"height":12}},{"id":"c80a43c3-2435-4a52-8563-1087939e1b5e","block_type":"box","text":"operate.","page_number":144,"box":{"x":89,"y":234,"width":56,"height":11}},{"id":"b89b04b2-656a-4b2f-9bea-48c57de451fd","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":144,"box":{"x":88,"y":259,"width":844,"height":13}},{"id":"a84c1de9-2186-41f4-9924-1a310f8eac73","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":144,"box":{"x":88,"y":274,"width":837,"height":13}},{"id":"c7016a5b-c1b3-44ae-b129-9994ae4f45ab","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":144,"box":{"x":89,"y":290,"width":870,"height":12}},{"id":"13ea813a-1285-4999-85a3-c46e4b19ba10","block_type":"box","text":"and the skills required for their future business strategy. We are also interested to understand how the board monitors and","page_number":144,"box":{"x":89,"y":305,"width":854,"height":12}},{"id":"73b4d361-1388-4cb1-8d02-5e3c2375a2f1","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":144,"box":{"x":89,"y":320,"width":860,"height":12}},{"id":"e34510ba-ecc4-4265-bcbe-d66b3d29b575","block_type":"box","text":"aligns with the company’s strategy.","page_number":144,"box":{"x":89,"y":335,"width":245,"height":12}},{"id":"df6568da-5a15-4787-bb97-a5b953c7bfd7","block_type":"box","text":"Companies should articulate how they address material adverse impacts that could arise from their business practices and","page_number":144,"box":{"x":89,"y":361,"width":857,"height":13}},{"id":"b318ea4c-fb29-4adb-9f50-becba3ee1385","block_type":"box","text":"affect critical relationships with their stakeholders. We encourage companies to implement, to the extent appropriate,","page_number":144,"box":{"x":89,"y":376,"width":822,"height":13}},{"id":"720677fb-d6fb-4724-98f8-5200a609b638","block_type":"box","text":"monitoring processes (often referred to as due diligence) to identify and mitigate potential adverse impacts and grievance","page_number":144,"box":{"x":89,"y":392,"width":854,"height":12}},{"id":"9d1ca20c-d701-4f16-a134-8f90c2d8f886","block_type":"box","text":"mechanisms to remediate any actual adverse material impacts. In our view, maintaining trust within these relationships can","page_number":144,"box":{"x":89,"y":407,"width":864,"height":12}},{"id":"955b93e1-8201-489e-8df6-6ddd2f72d133","block_type":"box","text":"contribute to a company’s long-term success.","page_number":144,"box":{"x":89,"y":422,"width":320,"height":12}},{"id":"b8aeccbc-3dc6-4806-a2c3-fb0097316a08","block_type":"box","text":"Other corporate governance matters and shareholder protections","page_number":144,"box":{"x":89,"y":448,"width":473,"height":13}},{"id":"c3e0469d-0c99-443b-bf78-f9a4355227ab","block_type":"box","text":"In our view, shareholders have a right to material and timely information on the financial performance and viability of the","page_number":144,"box":{"x":89,"y":475,"width":846,"height":12}},{"id":"9368c3cb-aa22-4ee9-916c-2ff37ae3368a","block_type":"box","text":"companies in which they invest. In addition, companies should publish information on the governance structures in place","page_number":144,"box":{"x":89,"y":490,"width":850,"height":12}},{"id":"1ee5b231-e071-45b1-96dd-189c3d7139c9","block_type":"box","text":"and the rights of shareholders to influence these structures. The reporting and disclosure provided by companies help","page_number":144,"box":{"x":89,"y":505,"width":824,"height":12}},{"id":"2353b5fb-8be9-4026-b6a0-ccb998e25551","block_type":"box","text":"shareholders assess the effectiveness of the board’s oversight of management and whether investors’ economic interests","page_number":144,"box":{"x":89,"y":520,"width":848,"height":12}},{"id":"5bfcf95d-8364-4075-98e8-88b433fa495f","block_type":"box","text":"have been protected. As a general principle, we believe shareholders should have the right to vote on key corporate","page_number":144,"box":{"x":89,"y":535,"width":805,"height":13}},{"id":"8be2fe1a-ba90-4ba9-a9b1-e4c9ee89ef4f","block_type":"box","text":"governance matters, including changes to governance mechanisms, to submit proposals to the shareholders’ meeting, and","page_number":144,"box":{"x":89,"y":550,"width":862,"height":13}},{"id":"10f8faf0-c95f-46c6-a0cd-aadcd15af2fd","block_type":"box","text":"to call special meetings of shareholders.","page_number":144,"box":{"x":88,"y":565,"width":280,"height":13}},{"id":"26ada6d4-e2dc-4f8f-a10d-9d2fc873715d","block_type":"box","text":"Corporate form","page_number":144,"box":{"x":105,"y":592,"width":110,"height":12}},{"id":"3c09b682-c161-4640-a1e9-e67634a601fb","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":144,"box":{"x":89,"y":618,"width":875,"height":13}},{"id":"2e7dde3e-9d3f-4c4b-9698-dfb9a373991b","block_type":"box","text":"purpose and business model.","page_number":144,"box":{"x":89,"y":633,"width":204,"height":13}},{"id":"2739cc2d-504a-4b8d-b04a-7cc8d1ac3c84","block_type":"box","text":"(17)","page_number":144,"box":{"x":295,"y":631,"width":19,"height":9}},{"id":"5f1464bc-8b38-456e-8816-973df8c12b5d","block_type":"box","text":"Companies proposing to change their corporate form to a public benefit corporation or","page_number":144,"box":{"x":320,"y":633,"width":611,"height":13}},{"id":"d10e5360-844f-4f1f-9a55-0b3ba49615a1","block_type":"box","text":"similar entity should put it to a shareholder vote if not already required to do so under applicable law. We appreciate when","page_number":144,"box":{"x":89,"y":649,"width":852,"height":12}},{"id":"5c14e546-064f-4360-b75c-64249bf941d8","block_type":"box","text":"supporting documentation from companies or shareholder proponents proposing to alter the corporate form clearly explains","page_number":144,"box":{"x":89,"y":664,"width":876,"height":12}},{"id":"eb6764c1-27af-440b-8b11-7f73c9a7d3a9","block_type":"box","text":"how the interests of shareholders and different stakeholders would be impacted as well as the accountability and voting","page_number":144,"box":{"x":89,"y":679,"width":838,"height":12}},{"id":"16d5466a-2072-45f6-8e2d-39979331ac7c","block_type":"box","text":"mechanisms that would be available to shareholders. We generally support management proposals if our analysis indicates","page_number":144,"box":{"x":89,"y":694,"width":863,"height":12}},{"id":"3099f6d2-10df-4f77-a124-4ec1d54613fa","block_type":"box","text":"that shareholders’ economic interests are adequately protected. Relevant shareholder proposals are evaluated on a case-by","page_number":144,"box":{"x":88,"y":709,"width":868,"height":12}},{"id":"ae65a10f-702d-4f79-bfd3-75cad619b5f8","block_type":"box","text":"case basis.","page_number":144,"box":{"x":89,"y":724,"width":73,"height":10}},{"id":"427c877c-3eda-4bba-a60b-6e217082f00d","block_type":"box","text":"(16) Given the growing awareness of the materiality of these issues for certain businesses, enhanced reporting on a company’s natural capital depend","page_number":144,"box":{"x":89,"y":816,"width":845,"height":9}},{"id":"f9a39010-b777-4456-bfa3-7f859a816c95","block_type":"box","text":"en","page_number":144,"box":{"x":935,"y":818,"width":17,"height":5}},{"id":"b38bf8bc-ecd7-4193-93ba-b923c26cb603","block_type":"box","text":"cies and impacts would aid investors’ understanding. In our view, the final recommendations of the Taskforce on Nature-related Financial Disclosur","page_number":144,"box":{"x":121,"y":828,"width":825,"height":10}},{"id":"a7d93d82-8556-482d-b610-508b75b1ece1","block_type":"box","text":"es","page_number":144,"box":{"x":946,"y":831,"width":12,"height":5}},{"id":"c8696dad-a81a-46a2-827b-c7738ce0d6ca","block_type":"box","text":"(TNFD) may prove useful to some companies. We recognize that some companies may report using different standards, which may be required by","page_number":144,"box":{"x":121,"y":841,"width":820,"height":10}},{"id":"3a86236c-5c69-4963-98cc-f0fbee13f241","block_type":"box","text":"regulation, or one of a number of other private sector standards. TNFD-aligned reporting is not a voting issue.","page_number":144,"box":{"x":121,"y":853,"width":615,"height":10}},{"id":"aa07d59c-3344-494e-a4a2-e4bce06b5391","block_type":"box","text":"(17) Corporate form refers to the legal structure by which a business is organized.","page_number":144,"box":{"x":89,"y":868,"width":462,"height":10}},{"id":"674edcfb-79ba-45f8-a176-8367e81b2304","block_type":"box","text":"A-30","page_number":144,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"629d258f-ed58-41b2-a7a2-23bdc7656d48","block_type":"box","text":"Shareholder proposals","page_number":145,"box":{"x":88,"y":44,"width":163,"height":12}},{"id":"1624d3f2-6e13-41c5-bc0a-d60de4bb7e48","block_type":"box","text":"In most markets in which BlackRock invests on behalf of clients, shareholders have the right to submit proposals to be voted","page_number":145,"box":{"x":89,"y":70,"width":869,"height":13}},{"id":"2650dd1b-7add-4891-b35f-2311fc752989","block_type":"box","text":"on at a company’s annual or extraordinary meeting, as long as eligibility and procedural requirements are met. The matters","page_number":145,"box":{"x":89,"y":85,"width":861,"height":13}},{"id":"7709d45a-9d39-4143-953b-f030e9b83569","block_type":"box","text":"that we see put forward by shareholders address a wide range of topics, including governance reforms, capital management,","page_number":145,"box":{"x":88,"y":101,"width":874,"height":12}},{"id":"085513bf-9541-446d-9c62-ff3962064f56","block_type":"box","text":"and improvements in the management or disclosure of sustainability-related risks.","page_number":145,"box":{"x":89,"y":116,"width":576,"height":12}},{"id":"968e23f3-23fd-4d7a-b1bc-e085048eb3c6","block_type":"box","text":"BlackRock is subject to legal and regulatory requirements in the U.S. that place restrictions and limitations on how BlackRock","page_number":145,"box":{"x":89,"y":142,"width":874,"height":12}},{"id":"f03465e7-b141-4d55-9a46-66002c1a00da","block_type":"box","text":"can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder","page_number":145,"box":{"x":89,"y":157,"width":830,"height":13}},{"id":"69a3b950-d098-49f5-a42e-146a5a50381a","block_type":"box","text":"proposals. We can vote, on behalf of clients who authorize us to do so, on proposals put forth by others.","page_number":145,"box":{"x":89,"y":172,"width":726,"height":13}},{"id":"f9b6a220-6297-4705-9345-1f6369496461","block_type":"box","text":"When assessing shareholder proposals, we evaluate each proposal on its merit, considering the company’s individual","page_number":145,"box":{"x":88,"y":199,"width":819,"height":12}},{"id":"682b8755-c024-4ab4-92b4-18708ddc89ce","block_type":"box","text":"circumstances and maintaining a singular focus on the proposal’s implications for long-term financial value creation. BIS’","page_number":145,"box":{"x":89,"y":214,"width":848,"height":12}},{"id":"7427ff43-d145-4065-abc7-09d2d296238b","block_type":"box","text":"evaluation considers whether a shareholder proposal addresses a material risk that, if left unmanaged, may impact a","page_number":145,"box":{"x":89,"y":229,"width":815,"height":12}},{"id":"f1ed4040-afd4-48e5-b1a6-460d09650254","block_type":"box","text":"company’s long-term performance. We look for consistency between the specific request formally made in the proposal, the","page_number":145,"box":{"x":89,"y":244,"width":870,"height":13}},{"id":"905ee5fe-92fd-4481-999e-599f9d2e153e","block_type":"box","text":"supporting documentation, and the proponents’ other communications on the issues. We also assess the company’s","page_number":145,"box":{"x":89,"y":259,"width":818,"height":13}},{"id":"8f2bdcc6-2aba-46bf-bcf0-4a943915bab1","block_type":"box","text":"practices and disclosures and the costs and benefits to the company of meeting the request made in the proposal. We take","page_number":145,"box":{"x":89,"y":274,"width":859,"height":13}},{"id":"a6d420da-dc07-45a5-b8fc-7dc31d563fe6","block_type":"box","text":"into consideration a company’s governance practices and disclosures against those of their peers.","page_number":145,"box":{"x":89,"y":290,"width":684,"height":12}},{"id":"aeca432c-f1d3-4393-8729-8c874776108c","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":145,"box":{"x":89,"y":316,"width":857,"height":12}},{"id":"d9e095a9-2a7d-4b6f-9dc1-e92a94e4d0af","block_type":"box","text":"advised on the proposal.","page_number":145,"box":{"x":89,"y":331,"width":170,"height":12}},{"id":"7460f1bc-f602-406e-a6b6-d3322babd6b3","block_type":"box","text":"We would not support proposals that we believe would result in over-reaching into the basic business decisions of the","page_number":145,"box":{"x":88,"y":358,"width":826,"height":12}},{"id":"4eaf7e13-d363-459e-8373-bbb5d51c1dcf","block_type":"box","text":"company, are unduly prescriptive or constraining on management. We take into consideration the legal effect of the proposal,","page_number":145,"box":{"x":89,"y":373,"width":877,"height":12}},{"id":"138ea0e2-5883-4965-ac51-036f924db809","block_type":"box","text":"as shareholder proposals may be advisory or legally binding depending on the jurisdiction, while others may make requests","page_number":145,"box":{"x":89,"y":388,"width":862,"height":12}},{"id":"9fc5896d-a433-4c56-a5d9-28ca0452c065","block_type":"box","text":"that would be deemed illegal in a given jurisdiction.","page_number":145,"box":{"x":88,"y":403,"width":359,"height":12}},{"id":"ebbd61dd-44ea-488b-9e71-20e81443a49a","block_type":"box","text":"BIS is likely to support shareholder proposals that request disclosures that help us, as long-term investors on behalf of our","page_number":145,"box":{"x":89,"y":429,"width":853,"height":13}},{"id":"820709c0-cc65-4333-98d4-554bf87626d8","block_type":"box","text":"clients, better understand the material risks and opportunities companies face and how they are managing them, especially","page_number":145,"box":{"x":89,"y":445,"width":865,"height":12}},{"id":"83cf5a3a-23c7-44ed-a17f-2f09a9298836","block_type":"box","text":"where this information is additive given the company’s existing disclosures. We may also support shareholder proposals that","page_number":145,"box":{"x":88,"y":460,"width":872,"height":12}},{"id":"7e20e8d8-e735-4d0c-ad7f-a5b2006a0b96","block_type":"box","text":"are focused on a material business risk that we agree needs to be addressed and the intended outcome is consistent with","page_number":145,"box":{"x":89,"y":475,"width":850,"height":12}},{"id":"f2c81457-bab9-4ed0-9056-ea984bb8dd80","block_type":"box","text":"long-term financial value creation.","page_number":145,"box":{"x":89,"y":490,"width":239,"height":12}},{"id":"eb6fe481-a905-42f6-9a13-c20a365d8320","block_type":"box","text":"We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the proponent’s supporting","page_number":145,"box":{"x":88,"y":516,"width":861,"height":13}},{"id":"aff561a9-0d5f-4dfb-b021-14cc41e2ad84","block_type":"box","text":"statement may refer to topics that are not directly related to the request made in the proposal. In voting on behalf of clients,","page_number":145,"box":{"x":89,"y":531,"width":866,"height":13}},{"id":"e47218c0-5f8f-4b82-83da-ccd89e68fb07","block_type":"box","text":"we do not submit or edit proposals or the supporting statements – we must vote yes or no on the proposal as phrased by the","page_number":145,"box":{"x":88,"y":547,"width":876,"height":12}},{"id":"d347eee2-b6cd-43d6-87d8-91017888dbc9","block_type":"box","text":"proponent. Therefore, when we vote in support of a proposal, we are not necessarily endorsing every element of the proposal","page_number":145,"box":{"x":89,"y":562,"width":877,"height":12}},{"id":"b9c38676-31a6-46df-bc6f-6d633fd7e9e1","block_type":"box","text":"or the reasoning, objectives, or supporting statement of the proponent. We may support a proposal for different reasons from","page_number":145,"box":{"x":89,"y":577,"width":878,"height":12}},{"id":"e86bfde9-eb8e-461b-86e9-f09e0b9c878d","block_type":"box","text":"those put forth by the proponent, when we believe that, overall, it can advance our clients’ long-term financial interests. We","page_number":145,"box":{"x":88,"y":592,"width":863,"height":12}},{"id":"3ebb0383-227b-4e06-be0f-cfd4ab807205","block_type":"box","text":"typically explain to the company our rationale for supporting such proposals.","page_number":145,"box":{"x":88,"y":607,"width":538,"height":12}},{"id":"11906b09-5e7e-4cf2-ace1-e937bb6e7c14","block_type":"box","text":"Alternatively, or in addition, we may vote against the election of one or more directors if, in our assessment, the board has","page_number":145,"box":{"x":88,"y":633,"width":852,"height":13}},{"id":"d8d78008-372b-48f2-85fb-ea1bb6ee58e0","block_type":"box","text":"not responded sufficiently or with an appropriate sense of urgency to a material risk. We may also support a proposal if","page_number":145,"box":{"x":89,"y":649,"width":835,"height":12}},{"id":"60964b0e-a4f6-4102-b843-c8267427c085","block_type":"box","text":"management is on track, but we believe that voting in favor might accelerate efforts to address a material risk.","page_number":145,"box":{"x":89,"y":664,"width":769,"height":12}},{"id":"ff11055e-b28a-44f0-95ba-967978524713","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":145,"box":{"x":89,"y":690,"width":441,"height":13}},{"id":"b808de6e-4f97-48c8-a3be-09ca53c56d63","block_type":"box","text":"Oversight","page_number":145,"box":{"x":105,"y":717,"width":69,"height":12}},{"id":"16763e13-37ec-4ead-af0a-1f08cc4f10b3","block_type":"box","text":"BlackRock maintains advisory committees (Stewardship Advisory Committees), generally consisting of senior BlackRock","page_number":145,"box":{"x":89,"y":743,"width":843,"height":12}},{"id":"30cb477b-abf4-4bc2-887b-296b39df394c","block_type":"box","text":"index investment professionals and/or senior employees with practical boardroom experience. The Stewardship Advisory","page_number":145,"box":{"x":89,"y":758,"width":849,"height":13}},{"id":"585ed6e1-ee2c-41c8-ad87-8d4b0edd9cbd","block_type":"box","text":"Committees review and advise on amendments to BIS regional proxy voting guidelines (the Guidelines). The advisory","page_number":145,"box":{"x":89,"y":773,"width":820,"height":13}},{"id":"057526fc-0adc-4751-8168-a4307a31029c","block_type":"box","text":"committees do not determine voting decisions, which are the responsibility of BIS.","page_number":145,"box":{"x":89,"y":788,"width":574,"height":13}},{"id":"25ef08ce-a36a-40f2-8684-bcf3e57a9b1d","block_type":"box","text":"In addition to the Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (Global","page_number":145,"box":{"x":89,"y":815,"width":827,"height":12}},{"id":"e9d69798-dfdb-4340-a828-92e423455a2a","block_type":"box","text":"Oversight Committee) is a risk-focused committee, comprised of the Global Head of Investment Stewardship (Global Head),","page_number":145,"box":{"x":89,"y":830,"width":868,"height":12}},{"id":"d7d91ad8-d625-4bc9-a2a5-be70621b52e1","block_type":"box","text":"and senior BlackRock executives with legal, risk and other experience relevant to team oversight. The Global Committee does","page_number":145,"box":{"x":89,"y":845,"width":875,"height":12}},{"id":"0b160456-9006-4cc0-b5f1-933d737fc699","block_type":"box","text":"not determine voting decisions, which are the responsibility of BIS.","page_number":145,"box":{"x":89,"y":860,"width":464,"height":13}},{"id":"5630f949-06b4-4131-93b9-84cc37cde2e6","block_type":"box","text":"A-31","page_number":145,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"b00c4ebb-8c60-460b-9bab-ac66caacb012","block_type":"box","text":"The Global Head has primary oversight of the activities of BIS, including voting in accordance with the Guidelines, which","page_number":146,"box":{"x":88,"y":44,"width":841,"height":12}},{"id":"975b848b-4432-4712-8e19-157b683b548a","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances. The Global","page_number":146,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"214e830e-9cb1-47d0-bf6f-ec6a9461dc15","block_type":"box","text":"Committee reviews and approves amendments to these Principles. The Global Committee also reviews and approves","page_number":146,"box":{"x":89,"y":74,"width":817,"height":12}},{"id":"75ba3a54-2347-4705-a92c-7cd39767fdb7","block_type":"box","text":"amendments to the regional Guidelines.","page_number":146,"box":{"x":89,"y":89,"width":279,"height":13}},{"id":"530704f6-518b-4ca3-9bbb-be2902811854","block_type":"box","text":"In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as updates on","page_number":146,"box":{"x":89,"y":116,"width":876,"height":12}},{"id":"d0fc2350-c798-48c2-bd1b-9cd29c4d67aa","block_type":"box","text":"material process issues, procedural changes, and other risk oversight considerations. The Global Committee reviews these","page_number":146,"box":{"x":89,"y":131,"width":855,"height":12}},{"id":"0dbf2756-ebe6-4dc8-87f5-ebe8a103c8ce","block_type":"box","text":"reports in an oversight capacity as informed by the Guidelines.","page_number":146,"box":{"x":89,"y":146,"width":435,"height":12}},{"id":"bc3c7d2f-ca3e-4fe2-b504-40fb40002cb7","block_type":"box","text":"BIS carries out engagement with companies, executes proxy votes, and conducts vote operations (including maintaining","page_number":146,"box":{"x":89,"y":172,"width":843,"height":13}},{"id":"ec733fe0-6c39-4d61-99ce-6a0523f8f6a4","block_type":"box","text":"records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate","page_number":146,"box":{"x":89,"y":188,"width":805,"height":12}},{"id":"1589c50b-aa54-464b-ba4c-cc243a106e78","block_type":"box","text":"governance issues and participates in industry discussions to contribute to and keep abreast of important developments in","page_number":146,"box":{"x":89,"y":203,"width":859,"height":12}},{"id":"168eb1a7-a101-4240-8cf2-4179e19abdb9","block_type":"box","text":"the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of","page_number":146,"box":{"x":88,"y":218,"width":859,"height":12}},{"id":"e97bc657-43b3-4ba2-badd-5d9ae0ff6d95","block_type":"box","text":"those third parties. BIS may discuss complicated or particularly controversial matters with senior specialists internally, on an","page_number":146,"box":{"x":88,"y":233,"width":866,"height":12}},{"id":"16913df5-75b3-46ce-b678-13f10bcbc37f","block_type":"box","text":"advisory basis, prior to making a voting decision.","page_number":146,"box":{"x":89,"y":248,"width":340,"height":12}},{"id":"b4319bcb-3e5c-414d-b489-d3874f3ef295","block_type":"box","text":"Voting guidelines and vote execution","page_number":146,"box":{"x":88,"y":274,"width":267,"height":13}},{"id":"8460c848-9b18-4575-80fd-7ff9e1f0d754","block_type":"box","text":"BlackRock votes on proxy issues when our clients authorize us to do so. We carefully consider proxies submitted to funds and","page_number":146,"box":{"x":89,"y":301,"width":877,"height":12}},{"id":"0eb153e0-dea3-4b62-8d78-10536a191048","block_type":"box","text":"other fiduciary account(s) (Fund or Funds) for which we have voting authority. BlackRock votes (or refrains from voting)","page_number":146,"box":{"x":89,"y":316,"width":841,"height":12}},{"id":"f43245e7-65a4-430e-aa2d-f173bb9ff626","block_type":"box","text":"proxies for each Fund for which we have voting authority based on our evaluation of the alignment of the voting items with","page_number":146,"box":{"x":89,"y":331,"width":862,"height":12}},{"id":"0762ae69-29ef-47f3-ad49-270a4a419555","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":146,"box":{"x":88,"y":346,"width":877,"height":13}},{"id":"403018db-cff2-40e5-9a93-41a0c49a83fa","block_type":"box","text":"the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s","page_number":146,"box":{"x":88,"y":361,"width":853,"height":13}},{"id":"8bf2d758-0edd-41f4-a12f-3859bbabc55a","block_type":"box","text":"affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and","page_number":146,"box":{"x":89,"y":376,"width":828,"height":13}},{"id":"759e6558-6d55-4232-9ae9-2c3532638ed8","block_type":"box","text":"procedures,” below).","page_number":146,"box":{"x":89,"y":392,"width":144,"height":12}},{"id":"cab87fa6-1127-4d38-8dd9-37ab8da420d8","block_type":"box","text":"When exercising voting rights, BIS will normally vote on specific proxy issues in accordance with the Guidelines for the","page_number":146,"box":{"x":88,"y":418,"width":828,"height":12}},{"id":"d4f14a75-6070-4857-a013-9e3d78d1af34","block_type":"box","text":"relevant market, as well as the Principles. The voting guidelines published for each region/country in which we vote are","page_number":146,"box":{"x":89,"y":433,"width":834,"height":13}},{"id":"29032ae0-d410-4b86-870a-af1414058d77","block_type":"box","text":"intended to summarize BlackRock’s general philosophy and approach to issues that may commonly arise in the proxy voting","page_number":146,"box":{"x":89,"y":448,"width":869,"height":13}},{"id":"5311652f-3c6b-4f61-9a67-7fe23600ed54","block_type":"box","text":"context in each market where we invest. The Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a","page_number":146,"box":{"x":89,"y":463,"width":851,"height":13}},{"id":"54c8ce38-8cfb-4d21-bbf4-f75c993d07eb","block_type":"box","text":"case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As","page_number":146,"box":{"x":89,"y":479,"width":858,"height":12}},{"id":"2c09f5d6-94af-43c1-99ed-fc20686ac751","block_type":"box","text":"such, the Guidelines do not indicate how BIS will vote in every instance. Rather, they reflect our view about corporate","page_number":146,"box":{"x":89,"y":494,"width":817,"height":12}},{"id":"ffa26770-e34d-4368-bba9-a28e1fa45f41","block_type":"box","text":"governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate","page_number":146,"box":{"x":89,"y":509,"width":850,"height":12}},{"id":"84a5efb6-5766-4836-92a6-6aeb7f3cf516","block_type":"box","text":"ballots. The Guidelines are reviewed annually and updated as necessary to reflect changes in market practices, developments","page_number":146,"box":{"x":89,"y":524,"width":875,"height":12}},{"id":"2566f2a4-d17b-4cd0-805e-cd43eaf76f3f","block_type":"box","text":"in corporate governance and feedback from companies and clients. In this way, BIS aims to maintain policies that explain our","page_number":146,"box":{"x":89,"y":539,"width":874,"height":12}},{"id":"b7bda44f-e868-43a0-bc40-c58f745a24fe","block_type":"box","text":"approach to governance practices most aligned with clients’ long-term financial interests. BIS analysts may exercise their","page_number":146,"box":{"x":89,"y":554,"width":846,"height":12}},{"id":"5dfb92a7-4518-4b2f-a8c7-392137718ad1","block_type":"box","text":"professional judgment in determining how to vote if they conclude that the Guidelines do not cover the specific matter raised","page_number":146,"box":{"x":89,"y":569,"width":877,"height":13}},{"id":"64894190-52dc-4c65-b6b4-d93cffec4bc1","block_type":"box","text":"by a ballot item or that an exception to the Guidelines would be in the long-term economic interests of BlackRock’s clients.","page_number":146,"box":{"x":89,"y":584,"width":858,"height":13}},{"id":"817d422f-bcc1-4d2b-a97b-eca81cd68e6f","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BIS’ ability to vote such proxies, as well as the","page_number":146,"box":{"x":89,"y":611,"width":835,"height":12}},{"id":"e48ebf9e-52c1-4988-964b-1937bf1f049d","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":146,"box":{"x":89,"y":626,"width":867,"height":12}},{"id":"88446aaf-6a5c-4dcb-a6ef-3533607faf6b","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":146,"box":{"x":89,"y":641,"width":804,"height":12}},{"id":"3f8fb6b9-2e34-4b1e-956a-7aa792962e41","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some","page_number":146,"box":{"x":89,"y":656,"width":820,"height":13}},{"id":"cb8c45af-c374-4f18-8376-6c9fcd104b7f","block_type":"box","text":"specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory","page_number":146,"box":{"x":89,"y":671,"width":830,"height":13}},{"id":"24a6aae7-503a-4b47-83ac-994c3675d30a","block_type":"box","text":"constraints; and vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting","page_number":146,"box":{"x":89,"y":686,"width":788,"height":13}},{"id":"2f058777-9daa-45b7-bcb9-3b8fb02761ab","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":146,"box":{"x":89,"y":702,"width":807,"height":12}},{"id":"6f17a801-5e85-4e0c-b68a-ca1ca43f6448","block_type":"box","text":"burdensome administrative requirements.","page_number":146,"box":{"x":89,"y":717,"width":292,"height":12}},{"id":"5c334409-446a-47d0-9110-83d09166020a","block_type":"box","text":"BlackRock votes proxies in these situations on a “best-efforts” basis. In addition, BIS may determine that it is generally in the","page_number":146,"box":{"x":89,"y":743,"width":867,"height":12}},{"id":"ed95cbfa-17d7-46ec-9720-54e57cafcf9b","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":146,"box":{"x":89,"y":758,"width":869,"height":13}},{"id":"435752a5-feff-4af8-91d3-4aca0826a73d","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":146,"box":{"x":89,"y":773,"width":878,"height":13}},{"id":"e8e45587-124b-4724-84ed-6d657f061f7e","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":146,"box":{"x":89,"y":788,"width":397,"height":13}},{"id":"2d2eef3d-4b8b-4f90-8e26-6baf9e7be804","block_type":"box","text":"Voting Choice","page_number":146,"box":{"x":88,"y":815,"width":101,"height":12}},{"id":"6431c456-1a71-455e-99c5-50caa14f9610","block_type":"box","text":"BlackRock offers Voting Choice a program that provides eligible clients with more opportunities to participate in the proxy","page_number":146,"box":{"x":89,"y":841,"width":851,"height":13}},{"id":"3003295b-c185-4550-9857-2bf1c80df341","block_type":"box","text":"voting process where legally and operationally viable.","page_number":146,"box":{"x":88,"y":856,"width":373,"height":13}},{"id":"c11a734d-9669-4a4f-a3e1-57268584a134","block_type":"box","text":"A-32","page_number":146,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"ec006fe8-15c5-450f-a514-5f7c9904d498","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, Ireland, and","page_number":147,"box":{"x":88,"y":44,"width":879,"height":12}},{"id":"0bff50ad-7957-4b7a-863a-d3ac82218297","block_type":"box","text":"Canada that utilize certain equity index investment strategies, as well as eligible clients in certain institutional pooled funds in","page_number":147,"box":{"x":89,"y":59,"width":874,"height":12}},{"id":"0a6da323-ce51-48d0-98ae-ce14f7db76be","block_type":"box","text":"the U.S., UK, and Canada that use systematic active equity (SAE) strategies. In addition, institutional clients in separately","page_number":147,"box":{"x":88,"y":74,"width":840,"height":12}},{"id":"d14ba661-290c-477a-ad1c-5128a2dc1ae5","block_type":"box","text":"managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":147,"box":{"x":89,"y":89,"width":840,"height":13}},{"id":"5f5044cb-5f96-4487-8afe-ab1b88964f02","block_type":"box","text":"(18)","page_number":147,"box":{"x":931,"y":87,"width":20,"height":8}},{"id":"01b8072d-309b-4515-9148-fb1c45ce9a4e","block_type":"box","text":"BlackRock also launched a U.S. Program to offer proxy voting to eligible shareholder accounts in a U.S. Fund.","page_number":147,"box":{"x":89,"y":104,"width":758,"height":13}},{"id":"20b7b56b-a3b4-44f6-a072-d31f0ec36930","block_type":"box","text":"(19)","page_number":147,"box":{"x":848,"y":102,"width":21,"height":8}},{"id":"fe9e381a-98d8-4077-afcf-842e63d79703","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":147,"box":{"x":88,"y":131,"width":880,"height":12}},{"id":"5f6c3274-a08d-4713-893b-b85d61e45986","block_type":"box","text":"clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third-party policy, or have","page_number":147,"box":{"x":89,"y":146,"width":876,"height":12}},{"id":"c2c3d976-e651-47a7-90f4-5d0985ae04e3","block_type":"box","text":"elected to vote shares in accordance with their own policy. Our clients have greater control over proxy voting because of","page_number":147,"box":{"x":89,"y":161,"width":841,"height":12}},{"id":"b943e7b7-5dc8-4943-971a-023d3088bb4f","block_type":"box","text":"Voting Choice. BlackRock does not disclose client information, including a client’s selection of proxy policy, without client","page_number":147,"box":{"x":88,"y":176,"width":848,"height":13}},{"id":"8fc13f29-e750-40f8-9625-08cde23790fc","block_type":"box","text":"consent.","page_number":147,"box":{"x":89,"y":193,"width":58,"height":8}},{"id":"238da79b-ed03-4ce7-95d2-5ec131e1501d","block_type":"box","text":"Conflicts management policies and procedures","page_number":147,"box":{"x":89,"y":218,"width":340,"height":12}},{"id":"2dd51f45-d725-4e5b-a94c-7a2f2bf13d99","block_type":"box","text":"BIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such","page_number":147,"box":{"x":89,"y":244,"width":822,"height":13}},{"id":"e552463a-5dcb-4e08-b810-17c9959f5ac0","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":147,"box":{"x":89,"y":259,"width":829,"height":13}},{"id":"5307bbb3-c442-418e-82e7-f82622aa9dd4","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. The following are","page_number":147,"box":{"x":89,"y":274,"width":855,"height":13}},{"id":"76ceefa5-c05b-448c-906a-2b98dacc4225","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":147,"box":{"x":89,"y":290,"width":459,"height":12}},{"id":"aec5d3ab-395b-4544-9125-708d3cf72e6c","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":147,"box":{"x":121,"y":310,"width":676,"height":12}},{"id":"e2be82d1-4208-48c7-b429-745d6b84958c","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":147,"box":{"x":121,"y":330,"width":781,"height":12}},{"id":"72358edf-9626-456b-8872-1aa17444069f","block_type":"box","text":"resolutions","page_number":147,"box":{"x":154,"y":345,"width":76,"height":10}},{"id":"3fd72ee8-ea94-4af8-bfa5-325674014815","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":147,"box":{"x":121,"y":365,"width":785,"height":12}},{"id":"bf660d33-881f-4553-80d0-64edfa48dd2f","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":147,"box":{"x":121,"y":385,"width":780,"height":13}},{"id":"12e55dfb-7760-4ba4-ad31-62ef74d763e4","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":147,"box":{"x":121,"y":405,"width":714,"height":13}},{"id":"b4ce3f3f-ad6d-416e-822d-819d85cd1303","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":147,"box":{"x":121,"y":426,"width":801,"height":12}},{"id":"113134cb-bfe9-4bc3-8b33-1804c477a032","block_type":"box","text":"managed by BlackRock","page_number":147,"box":{"x":154,"y":441,"width":162,"height":12}},{"id":"01d17dff-32d1-40f6-8c73-3585ab240319","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":147,"box":{"x":89,"y":467,"width":839,"height":13}},{"id":"c2c633aa-edb3-4d6f-9370-3c8731891432","block_type":"box","text":"• Adopted the Guidelines which are designed to advance our clients’ long-term economic interests in the companies","page_number":147,"box":{"x":121,"y":487,"width":838,"height":13}},{"id":"a7786787-a884-4e75-aef6-2ed800af571a","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":147,"box":{"x":154,"y":502,"width":294,"height":10}},{"id":"94f849c1-afbe-4052-a4f3-ee6bd6f11931","block_type":"box","text":"• Established a reporting structure that separates BIS from employees with sales, vendor management, or business","page_number":147,"box":{"x":121,"y":523,"width":824,"height":12}},{"id":"2cfeadca-92e8-474e-8c62-e28810a3a98c","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":147,"box":{"x":154,"y":538,"width":777,"height":12}},{"id":"b937f873-1d93-4d2c-991b-09ab42d253ef","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":147,"box":{"x":154,"y":553,"width":797,"height":12}},{"id":"97796574-a040-43e1-aca1-7953df7acc2f","block_type":"box","text":"with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS","page_number":147,"box":{"x":153,"y":568,"width":786,"height":12}},{"id":"aada1fa0-c438-4a4d-a576-c625b8cc1c0d","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":147,"box":{"x":154,"y":583,"width":803,"height":12}},{"id":"d3d41a90-a4cc-4151-b0a9-c08da68e26ca","block_type":"box","text":"a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for","page_number":147,"box":{"x":154,"y":598,"width":802,"height":13}},{"id":"fee8584f-40d6-4170-abd2-e3b2569a81b9","block_type":"box","text":"the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock","page_number":147,"box":{"x":153,"y":613,"width":807,"height":13}},{"id":"94cc3821-04fc-404b-a5c7-5dcce744b05e","block_type":"box","text":"clients, business partners and/or third parties, and/or with employees with sales, vendor management, or business","page_number":147,"box":{"x":154,"y":628,"width":806,"height":13}},{"id":"aab1064e-c66e-4361-8ca0-413175f4bb7f","block_type":"box","text":"partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters,","page_number":147,"box":{"x":154,"y":644,"width":781,"height":12}},{"id":"b2d86817-b023-4db0-844f-53e1a040d0d9","block_type":"box","text":"client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":147,"box":{"x":154,"y":659,"width":679,"height":12}},{"id":"94e69010-27a6-47a1-b5bb-512ee4a0f9b0","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":147,"box":{"x":121,"y":679,"width":846,"height":12}},{"id":"10fbcde0-bd85-40c2-ac08-52123b5ce51e","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":147,"box":{"x":154,"y":694,"width":784,"height":12}},{"id":"46cc27c6-b47c-4291-9de4-456556b59722","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":147,"box":{"x":154,"y":709,"width":780,"height":12}},{"id":"07d29bb7-101b-40a3-b3b5-2518e901863d","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":147,"box":{"x":154,"y":724,"width":793,"height":13}},{"id":"86c777e0-5ee1-4142-8449-c1e29076afe5","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":147,"box":{"x":154,"y":739,"width":799,"height":13}},{"id":"9628e8c3-2965-4d92-928c-3b4ef8f71edd","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":147,"box":{"x":154,"y":754,"width":790,"height":13}},{"id":"3c92b1f6-369c-48b0-aa8e-933ad38ae442","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for:","page_number":147,"box":{"x":154,"y":770,"width":693,"height":12}},{"id":"1bd0a89d-6b35-4ee9-b6ae-cf41fa84a683","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":147,"box":{"x":187,"y":790,"width":592,"height":12}},{"id":"4453ef8c-9b83-401b-bf09-e950031ff6ca","block_type":"box","text":"(18) With Voting Choice, SMAs have the ability to select from a set of voting policies from third-party proxy advisers the policy that best aligns with t","page_number":147,"box":{"x":89,"y":841,"width":837,"height":10}},{"id":"1e8b1495-5394-4e9a-9fc9-9f4964203d8a","block_type":"box","text":"heir","page_number":147,"box":{"x":927,"y":841,"width":20,"height":8}},{"id":"a39300f6-e74b-460e-b74d-53ae42e80955","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":147,"box":{"x":121,"y":853,"width":752,"height":10}},{"id":"df895944-185f-441d-bb7b-e8a1b1e7eb54","block_type":"box","text":"(19) Read more about BlackRock Voting Choice on our website.","page_number":147,"box":{"x":89,"y":868,"width":360,"height":10}},{"id":"dab9c5ec-97da-486f-9d0b-d0a2fcf9e580","block_type":"box","text":"A-33","page_number":147,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"00084c12-e89d-41eb-adf7-a7fd229e0df5","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":148,"box":{"x":187,"y":44,"width":761,"height":12}},{"id":"f2715c8e-91e1-47ac-b301-384b03e689e2","block_type":"box","text":"the board of directors","page_number":148,"box":{"x":218,"y":59,"width":152,"height":10}},{"id":"3e21e63b-698f-4137-8c15-76e27c313f3e","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":148,"box":{"x":187,"y":79,"width":646,"height":13}},{"id":"df5d8519-af46-4220-a9fe-6a0faaed58b9","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":148,"box":{"x":187,"y":99,"width":513,"height":13}},{"id":"6a0cb8af-d9b1-4c93-a649-7aa000f99b8a","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":148,"box":{"x":187,"y":119,"width":764,"height":13}},{"id":"7c4668f9-d250-4afd-b967-8eb42628030a","block_type":"box","text":"party voting service provider","page_number":148,"box":{"x":219,"y":135,"width":199,"height":12}},{"id":"3a9ecb4b-5d98-47df-98a1-e2bb602221ef","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":148,"box":{"x":89,"y":161,"width":873,"height":12}},{"id":"139c0afc-472e-48d4-b938-2c0111015b20","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":148,"box":{"x":89,"y":176,"width":826,"height":13}},{"id":"0bf66ddd-35d8-42b8-bddc-ebe96a6b05ee","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":148,"box":{"x":89,"y":191,"width":836,"height":13}},{"id":"9d454ced-ad9c-4a23-b269-a28703401ce1","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":148,"box":{"x":89,"y":206,"width":829,"height":13}},{"id":"34b392cb-ec84-4cc6-8d3a-b815212e65cc","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. The Global","page_number":148,"box":{"x":89,"y":222,"width":804,"height":12}},{"id":"2e1c51ec-77f1-424f-aeff-fdbf105ebc57","block_type":"box","text":"Committee appoints and reviews the performance of the independent third-party voting service providers, generally on an","page_number":148,"box":{"x":89,"y":237,"width":855,"height":12}},{"id":"279e3b4d-2226-4ed0-b23f-b329cfe2b41e","block_type":"box","text":"annual basis.","page_number":148,"box":{"x":89,"y":252,"width":89,"height":9}},{"id":"a9427f0e-ac29-4764-b6f4-e2451fb7811b","block_type":"box","text":"Securities lending","page_number":148,"box":{"x":88,"y":278,"width":128,"height":13}},{"id":"9a800ca8-f825-40ae-8602-6ee39c82621b","block_type":"box","text":"When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. Securities lending is a well-regulated","page_number":148,"box":{"x":88,"y":305,"width":855,"height":12}},{"id":"7a926503-08e0-4e49-a80e-65cd644c0b35","block_type":"box","text":"practice that contributes to capital market efficiency. It also enables funds to generate additional returns while allowing fund","page_number":148,"box":{"x":89,"y":320,"width":870,"height":12}},{"id":"a8544846-37c4-47cc-b4f9-5200121da598","block_type":"box","text":"providers to keep fund expenses lower.","page_number":148,"box":{"x":89,"y":335,"width":270,"height":12}},{"id":"80edeaf0-f471-42f8-81db-5cca8dac645f","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":148,"box":{"x":88,"y":361,"width":867,"height":13}},{"id":"18c9b41b-04a8-4cdf-9750-d7228a51f903","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":148,"box":{"x":89,"y":376,"width":827,"height":13}},{"id":"345171f1-f05c-48af-a48a-556f24ca662c","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":148,"box":{"x":89,"y":392,"width":866,"height":12}},{"id":"aa85010b-30a5-4315-ad8f-0793c7f6d1d3","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":148,"box":{"x":89,"y":407,"width":853,"height":12}},{"id":"cc64825c-8b5f-4852-96dd-996e830782aa","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":148,"box":{"x":89,"y":422,"width":838,"height":12}},{"id":"91a14736-b711-48ad-909c-1bccffa30497","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":148,"box":{"x":89,"y":437,"width":726,"height":12}},{"id":"41beb671-d9ad-4b60-8375-c8161a980996","block_type":"box","text":"(20)","page_number":148,"box":{"x":816,"y":435,"width":21,"height":8}},{"id":"ab058392-4de6-4a49-b5d0-868792aa1594","block_type":"box","text":"BIS works with","page_number":148,"box":{"x":843,"y":437,"width":102,"height":10}},{"id":"394612e1-bec5-4c0e-beed-8e8499a2a34c","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":148,"box":{"x":89,"y":452,"width":873,"height":12}},{"id":"80c08e26-7966-459c-bf30-d69dd9e85afb","block_type":"box","text":"recalling shares on loan.","page_number":148,"box":{"x":89,"y":467,"width":167,"height":13}},{"id":"6404074f-673f-47cd-9034-52a7ae90cce1","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to the Fund of voting shares would","page_number":148,"box":{"x":89,"y":494,"width":868,"height":12}},{"id":"5e3a8c43-1b8b-436d-897f-63671b67efd3","block_type":"box","text":"be less than the potential revenue the loan may provide the Fund. However, in certain instances, BlackRock may determine, in","page_number":148,"box":{"x":89,"y":509,"width":876,"height":12}},{"id":"7304321f-6767-4d04-b4e6-64731c802ec6","block_type":"box","text":"our independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":148,"box":{"x":89,"y":524,"width":860,"height":12}},{"id":"3d396b70-618d-4e9d-a6d8-5afd0f84b8cf","block_type":"box","text":"clients and would therefore recall shares to be voted in those instances.","page_number":148,"box":{"x":89,"y":539,"width":499,"height":10}},{"id":"d067e8bc-9f4b-4246-a8e8-a0ba6e9a9594","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":148,"box":{"x":89,"y":565,"width":840,"height":13}},{"id":"dab48fea-3c44-4ce1-83d6-5bfda84a68fb","block_type":"box","text":"modify it as necessary.","page_number":148,"box":{"x":89,"y":581,"width":156,"height":12}},{"id":"cb27a8ce-614d-44be-96e8-f92807806996","block_type":"box","text":"Reporting and vote transparency","page_number":148,"box":{"x":89,"y":607,"width":236,"height":12}},{"id":"059f8f14-0356-4840-b5d5-ffc5a0ddaac0","block_type":"box","text":"We are committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our","page_number":148,"box":{"x":88,"y":633,"width":804,"height":13}},{"id":"a62ee247-9ebc-49f3-96c6-03932346ce9d","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website.","page_number":148,"box":{"x":89,"y":649,"width":819,"height":12}},{"id":"66b5c0d4-b69d-41ae-acf5-c05a2ddcc4f4","block_type":"box","text":"Additionally, we make public our regional proxy voting guidelines for the benefit of clients and the companies in which we","page_number":148,"box":{"x":88,"y":664,"width":854,"height":12}},{"id":"29a2a692-dd5d-4e0f-893b-1240c283e269","block_type":"box","text":"invest on their behalf. We also publish commentaries to share our perspective on market developments and emerging key","page_number":148,"box":{"x":89,"y":679,"width":852,"height":12}},{"id":"7f81d770-7922-41b4-bf84-18fa969751d9","block_type":"box","text":"themes.","page_number":148,"box":{"x":88,"y":694,"width":55,"height":10}},{"id":"9414e9ed-450d-41a5-8bfd-adb6d23ba793","block_type":"box","text":"At a more granular level, on a quarterly basis, we publish our vote record for each company that held a shareholder meeting","page_number":148,"box":{"x":88,"y":720,"width":866,"height":13}},{"id":"a5f47798-7be3-4831-82b9-d4d41eb4713e","block_type":"box","text":"during the period, showing how BIS voted on each proposal and providing our rationale for any votes against management","page_number":148,"box":{"x":89,"y":736,"width":861,"height":12}},{"id":"2f2e6579-ca55-4bf3-9549-a5f532e4c7b8","block_type":"box","text":"proposals and on shareholder proposals. For shareholder meetings where a vote might be high profile or of significant","page_number":148,"box":{"x":89,"y":751,"width":826,"height":12}},{"id":"4fa65ea8-8b32-4f01-b4c7-ffe4f011c660","block_type":"box","text":"(20) Recalling securities on loan can be impacted by the timing of record dates. In the U.S., for example, the record date of a shareholder meeting typic","page_number":148,"box":{"x":89,"y":805,"width":848,"height":10}},{"id":"2e40601c-6944-408c-b3da-8d53c5f410f3","block_type":"box","text":"ally","page_number":148,"box":{"x":938,"y":805,"width":18,"height":10}},{"id":"f2b4a75e-265f-4ecf-b189-59186547b099","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":148,"box":{"x":121,"y":818,"width":817,"height":10}},{"id":"ff9faa17-7ab6-423b-8090-6927034b1622","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":148,"box":{"x":121,"y":831,"width":831,"height":10}},{"id":"3533e1a6-1016-406f-8c3d-5418a5da091f","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":148,"box":{"x":121,"y":843,"width":810,"height":10}},{"id":"eccc4677-0fa9-4dcf-913b-dae56cc11629","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":148,"box":{"x":121,"y":856,"width":832,"height":10}},{"id":"9f2ebedb-ff07-40eb-b2aa-00825e6b25a6","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":148,"box":{"x":121,"y":868,"width":745,"height":10}},{"id":"baa4e641-e8d4-4cba-ab1d-f64d872a4d9f","block_type":"box","text":"A-34","page_number":148,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"ee338111-7e67-457e-8d08-1d013557ae9a","block_type":"box","text":"interest to clients, we may publish a vote bulletin after the meeting, disclosing and explaining our vote on key proposals. We","page_number":149,"box":{"x":89,"y":44,"width":866,"height":12}},{"id":"ba72672d-434d-40ef-933a-50ce01e8cb12","block_type":"box","text":"also publish a quarterly list of all companies with which we engaged and the key topics addressed in the engagement","page_number":149,"box":{"x":89,"y":59,"width":822,"height":12}},{"id":"ac121d5e-93ea-43cc-9557-6debfc7d7646","block_type":"box","text":"meeting.","page_number":149,"box":{"x":89,"y":75,"width":60,"height":11}},{"id":"1faf868c-c7b0-4342-8b68-15b74367a0c3","block_type":"box","text":"In this way, we help inform our clients about the work we do on their behalf in promoting the governance and business","page_number":149,"box":{"x":89,"y":101,"width":833,"height":12}},{"id":"f1cf40ce-b118-47c8-bd8a-60c0819c196c","block_type":"box","text":"practices that support durable, long-term financial value creation by companies.","page_number":149,"box":{"x":89,"y":116,"width":560,"height":12}},{"id":"0384a5ab-164d-4921-a658-c589f212abc1","block_type":"box","text":"Want to know more?","page_number":149,"box":{"x":88,"y":142,"width":149,"height":10}},{"id":"30caf2fe-5ad0-4951-9a1b-5a02abb0471a","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":149,"box":{"x":89,"y":169,"width":464,"height":12}},{"id":"f0d3defd-03a0-445c-abc3-bbf7ec5c8e16","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":149,"box":{"x":88,"y":195,"width":827,"height":12}},{"id":"4733a692-ee5f-4cdc-b8c9-376525cfd622","block_type":"box","text":"principal.","page_number":149,"box":{"x":89,"y":210,"width":62,"height":13}},{"id":"e74542a8-59ab-4a67-bb7b-976d8052863b","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":149,"box":{"x":89,"y":237,"width":190,"height":12}},{"id":"f70ca075-b033-4aaf-8ea8-095147627c41","block_type":"box","text":"©2024 BlackRock, Inc. All rights reserved.","page_number":149,"box":{"x":89,"y":263,"width":289,"height":12}},{"id":"90f5b558-f998-41b4-adf9-fc687b256e9a","block_type":"box","text":"BLACKROCK","page_number":149,"box":{"x":384,"y":264,"width":89,"height":9}},{"id":"624e633e-2058-42f8-9200-e946cceda1b4","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":149,"box":{"x":478,"y":263,"width":450,"height":11}},{"id":"2d032cd4-aea5-44d9-b408-54a961c16807","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":149,"box":{"x":88,"y":278,"width":558,"height":13}},{"id":"2efa2581-7c75-496f-a6e1-247d491850c6","block_type":"box","text":"A-35","page_number":149,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"34fa2f9f-df94-4c2b-b462-c460b76f5846","block_type":"box","text":"BlackRock Investment Stewardship","page_number":150,"box":{"x":227,"y":44,"width":604,"height":30}},{"id":"6c26cc92-7535-4a1d-8f3c-4c42364be39a","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":150,"box":{"x":89,"y":88,"width":382,"height":12}},{"id":"d516c884-2814-48da-8c92-b4f7f92f67e5","block_type":"box","text":"Published July 2024","page_number":150,"box":{"x":106,"y":114,"width":139,"height":13}},{"id":"7099789c-ac45-462e-87e2-49a594ca526d","block_type":"box","text":"BlackRock climate and decarbonization stewardship guidelines","page_number":150,"box":{"x":89,"y":141,"width":454,"height":12}},{"id":"b3440703-3dd9-43ef-8880-cee60f748bdc","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":150,"box":{"x":89,"y":167,"width":365,"height":13}},{"id":"12e9844f-8a66-4d3e-a23a-45bbdd2dfc8f","block_type":"box","text":"BlackRock’s clients depend on us to help them meet their varied investment goals. We consider it one of our responsibilities","page_number":150,"box":{"x":89,"y":194,"width":863,"height":12}},{"id":"501d07c0-e13d-40db-8690-f10642b748b6","block_type":"box","text":"to be an informed, engaged shareholder on their behalf, given the business decisions that companies make have a direct","page_number":150,"box":{"x":88,"y":209,"width":844,"height":12}},{"id":"b2a24c50-3b3e-4b9c-ad3b-5c688c62d9fe","block_type":"box","text":"impact on our clients’ long-term investment outcomes and financial well-being. BlackRock Investment Stewardship (BIS) is a","page_number":150,"box":{"x":89,"y":224,"width":873,"height":12}},{"id":"352c0d4c-4148-4db2-8f71-e7e6ccb8cddf","block_type":"box","text":"dedicated function within BlackRock, which serves as a link between BlackRock’s clients and the companies we invest in on","page_number":150,"box":{"x":89,"y":239,"width":862,"height":13}},{"id":"b27ec313-d5e3-4406-8476-f1a100b7e03b","block_type":"box","text":"their behalf. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the majority of","page_number":150,"box":{"x":88,"y":254,"width":865,"height":13}},{"id":"ada913a1-fa2b-40e9-af6a-07437d088325","block_type":"box","text":"our clients. BIS does this through:","page_number":150,"box":{"x":89,"y":269,"width":234,"height":13}},{"id":"311bc629-14a5-419e-9a96-1ae9bdf18ea7","block_type":"box","text":"1.","page_number":150,"box":{"x":90,"y":290,"width":10,"height":9}},{"id":"6ce2af0a-4142-4e79-a2d1-128c43d0f587","block_type":"box","text":"Engaging with companies","page_number":150,"box":{"x":128,"y":290,"width":186,"height":12}},{"id":"b87bf623-2a98-4ec4-b469-dee7199a5b59","block_type":"box","text":"in a two-way dialogue to build our understanding of a company’s practices and inform our","page_number":150,"box":{"x":320,"y":290,"width":634,"height":12}},{"id":"f984aef2-825b-4195-808f-f56d8f494c06","block_type":"box","text":"voting decisions.","page_number":150,"box":{"x":127,"y":305,"width":117,"height":12}},{"id":"9a663232-7586-41d0-abce-0a9fa7cbd626","block_type":"box","text":"2.","page_number":150,"box":{"x":89,"y":325,"width":11,"height":10}},{"id":"65e1a0ca-582e-49de-a704-a48c686b3ee9","block_type":"box","text":"Voting at shareholder meetings","page_number":150,"box":{"x":127,"y":325,"width":227,"height":12}},{"id":"fb63443f-3534-4c01-9d7d-43a0b8903f8f","block_type":"box","text":"on management and shareholder proposals on behalf of clients who have delegated","page_number":150,"box":{"x":359,"y":325,"width":589,"height":12}},{"id":"ac2087fa-677a-44b4-a46a-78f070ba8209","block_type":"box","text":"voting authority to BlackRock.","page_number":150,"box":{"x":127,"y":340,"width":210,"height":12}},{"id":"e1d795ae-4cb8-4e3d-88f0-db09703bbaec","block_type":"box","text":"3.","page_number":150,"box":{"x":89,"y":361,"width":11,"height":9}},{"id":"c9c625c0-caf4-4f5c-b619-a21ec8b47cf3","block_type":"box","text":"Contributing to industry dialogue on stewardship","page_number":150,"box":{"x":128,"y":360,"width":356,"height":12}},{"id":"e7a6e1e6-7897-44be-b32d-dbe1eb70b8c3","block_type":"box","text":"to share our perspectives on matters that may impact our clients’","page_number":150,"box":{"x":489,"y":360,"width":457,"height":12}},{"id":"8b66501e-fd0a-45c1-9fd6-67adb5c2aeb9","block_type":"box","text":"investments.","page_number":150,"box":{"x":128,"y":376,"width":87,"height":9}},{"id":"07751889-c79a-4729-8fe5-4f988eda19e8","block_type":"box","text":"4.","page_number":150,"box":{"x":88,"y":396,"width":12,"height":9}},{"id":"e23eaecd-9668-40f1-82bd-f9da448a0bd7","block_type":"box","text":"Reporting on our activities","page_number":150,"box":{"x":128,"y":396,"width":190,"height":12}},{"id":"973a0d6a-519d-47aa-b0f7-6776c2c64709","block_type":"box","text":"to inform clients about our stewardship efforts on their behalf through a range of","page_number":150,"box":{"x":323,"y":395,"width":570,"height":13}},{"id":"1a046381-b6a4-4467-9f75-2f483e34eb58","block_type":"box","text":"publications and direct reporting.","page_number":150,"box":{"x":128,"y":410,"width":232,"height":13}},{"id":"48d3dbf8-b6bd-413f-98a1-12da2c837cb6","block_type":"box","text":"Stewardship for clients with investment objectives relating to the low-carbon transition","page_number":150,"box":{"x":88,"y":437,"width":629,"height":12}},{"id":"33af61ca-9ba1-43f2-a6e2-0f543c37bd41","block_type":"box","text":"BlackRock offers a wide range of investment products and funds to support our clients’ unique and varied investment","page_number":150,"box":{"x":89,"y":463,"width":822,"height":13}},{"id":"451af6fe-01f6-4947-8ffa-310b1559630d","block_type":"box","text":"objectives, and in February 2024, BlackRock announced it would be launching a new decarbonization stewardship option for","page_number":150,"box":{"x":89,"y":479,"width":870,"height":12}},{"id":"55186b36-7163-41f6-a936-35568b8b5a94","block_type":"box","text":"those clients who explicitly direct BlackRock to invest their assets with decarbonization investment objectives. An increasing","page_number":150,"box":{"x":88,"y":494,"width":868,"height":12}},{"id":"20b61387-8b7b-4f22-92be-3446ef3d2596","block_type":"box","text":"number of clients are seeking to minimize the financial risk, and maximize the financial opportunities, associated with the","page_number":150,"box":{"x":89,"y":509,"width":850,"height":12}},{"id":"b72a3254-1a38-4c4d-801c-b502917f084d","block_type":"box","text":"transition to a low-carbon economy, and thus are interested in sustainable and transition investing, with some including","page_number":150,"box":{"x":88,"y":524,"width":839,"height":12}},{"id":"cdbbc0d6-d700-4ccf-8686-e48e86b39bae","block_type":"box","text":"decarbonization as an investment objective in their mandates with BlackRock. In Europe for example, all of our largest,","page_number":150,"box":{"x":89,"y":539,"width":827,"height":12}},{"id":"58e95656-8675-4462-ab4b-da70e58b8bb4","block_type":"box","text":"strategic relationship clients have net zero commitments for their organizations, and globally a growing number have made","page_number":150,"box":{"x":89,"y":554,"width":862,"height":12}},{"id":"466ef989-f703-4baf-a2e8-d77ef9881041","block_type":"box","text":"similar commitments, which those clients believe, will shape financial opportunities in the transition to a low-carbon","page_number":150,"box":{"x":89,"y":569,"width":814,"height":13}},{"id":"1194ec08-f278-43f6-8a0b-4021eaeee03b","block_type":"box","text":"economy. A survey of 200 institutional investors globally, representing nearly $9tn in assets under management, indicated","page_number":150,"box":{"x":89,"y":584,"width":853,"height":13}},{"id":"dea81e87-1acb-4a00-84a4-473a9dc7520f","block_type":"box","text":"that 98% of them have set some kind of transition investment objective for their portfolios.","page_number":150,"box":{"x":88,"y":599,"width":636,"height":13}},{"id":"1e53273b-7867-4b83-9901-46c557099f6b","block_type":"box","text":"These guidelines set out BIS’ approach to voting at companies’ shareholder meetings on behalf of funds with explicit","page_number":150,"box":{"x":88,"y":626,"width":818,"height":12}},{"id":"27a799f5-fd7c-4d4f-895c-065f8f2fb442","block_type":"box","text":"decarbonization or climate-related investment objectives, and, when appropriate, engagement with corporate leadership to","page_number":150,"box":{"x":89,"y":641,"width":864,"height":12}},{"id":"44a1e145-8aa6-4627-a416-da222dde4ab6","block_type":"box","text":"support our voting on clients’ behalf. In addition, clients in separately managed accounts may instruct BlackRock to apply","page_number":150,"box":{"x":89,"y":656,"width":850,"height":13}},{"id":"f030c931-eb8f-446f-9b25-a1bc617f6b29","block_type":"box","text":"these guidelines to their holdings. Both in the case of funds and separately managed accounts, these guidelines are only","page_number":150,"box":{"x":88,"y":671,"width":842,"height":13}},{"id":"68d601f7-52a4-4fb2-b127-8aa27b7f52db","block_type":"box","text":"implemented upon explicit selection and approval by the applicable fund board or client.","page_number":150,"box":{"x":89,"y":686,"width":617,"height":13}},{"id":"37690ff0-2ea7-4129-bb09-0c0295232fdb","block_type":"box","text":"These guidelines should be read in conjunction with BIS’ benchmark policies and are focused on matters related to climate","page_number":150,"box":{"x":88,"y":713,"width":860,"height":12}},{"id":"40b47eb3-11cf-4025-bd85-a83397a9d688","block_type":"box","text":"risks and the transition to a low-carbon economy at companies that are held by funds and clients who have selected these","page_number":150,"box":{"x":89,"y":728,"width":856,"height":12}},{"id":"751d1e7b-95b5-4a0c-acdb-61352477cbe1","block_type":"box","text":"guidelines. These guidelines differ from the benchmark policies in that they consider, in addition to financial considerations","page_number":150,"box":{"x":89,"y":743,"width":860,"height":12}},{"id":"314c3e7b-af28-4c79-8c12-c46da96e32dc","block_type":"box","text":"and consistent with the investment objective of each fund or account that has selected these guidelines, the alignment of","page_number":150,"box":{"x":89,"y":758,"width":852,"height":13}},{"id":"215e35e4-60dc-4b2a-affa-c75f9d1346c5","block_type":"box","text":"companies’ business model and strategies with the financial opportunities presented by the transition to a low-carbon","page_number":150,"box":{"x":89,"y":773,"width":827,"height":13}},{"id":"8c55862f-f734-4d81-b104-232dbd53e0b9","block_type":"box","text":"economy and the more ambitious goal of the Paris Agreement, namely to limit average temperature rise to 1.5°C above pre","page_number":150,"box":{"x":89,"y":788,"width":867,"height":13}},{"id":"dc1a59d0-f8ca-4b79-8605-8462f2a966eb","block_type":"box","text":"industrial levels.","page_number":150,"box":{"x":89,"y":804,"width":110,"height":9}},{"id":"b7b68124-38a8-49e3-a885-e1de325cdb92","block_type":"box","text":"These guidelines will apply to companies which produce goods and services that contribute to real world decarbonization or","page_number":150,"box":{"x":88,"y":830,"width":873,"height":12}},{"id":"dd2516b0-f3b8-4cef-85d8-e6bbac08e4f3","block_type":"box","text":"have a carbon intensive business model and face outsized impacts from the low-carbon transition, based on reported and","page_number":150,"box":{"x":89,"y":845,"width":851,"height":12}},{"id":"302d9d8a-b23a-488a-86b6-c0bef52a6f8d","block_type":"box","text":"estimated scopes 1, 2, and 3 greenhouse gas emissions. We estimate these companies represent the vast majority of the","page_number":150,"box":{"x":89,"y":860,"width":843,"height":13}},{"id":"d80a0cb9-23e5-41d4-b852-c2fe8d9904ad","block_type":"box","text":"A-36","page_number":150,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"a958e03a-fc57-4f1a-92ca-64c32beda926","block_type":"box","text":"value chain emissions of the companies held by funds and clients that have selected these guidelines. For all other companies","page_number":151,"box":{"x":88,"y":44,"width":879,"height":12}},{"id":"89597d59-823d-4ea8-9896-96ade1810ab8","block_type":"box","text":"held by these funds and clients, BIS’ benchmark voting guidelines apply.","page_number":151,"box":{"x":89,"y":59,"width":502,"height":12}},{"id":"acdfa238-5426-4484-8152-a4f21acc5a62","block_type":"box","text":"On other matters not related to climate risks and the transition to a low-carbon economy, BIS will apply our benchmark","page_number":151,"box":{"x":89,"y":85,"width":835,"height":13}},{"id":"eb268cfd-df15-49e4-88f7-7ef59d06505f","block_type":"box","text":"policies.","page_number":151,"box":{"x":89,"y":101,"width":55,"height":12}},{"id":"8a4bffe5-a75e-42e7-8924-5aef266c1d30","block_type":"box","text":"For clients who have not directed BlackRock to prioritize climate risks and decarbonization as an investment objective, BIS will","page_number":151,"box":{"x":89,"y":127,"width":878,"height":12}},{"id":"d411eeb2-cbfa-44d5-a6ad-5c77a5975de1","block_type":"box","text":"continue to undertake our stewardship responsibilities in line with our benchmark policies, with a sole focus on advancing","page_number":151,"box":{"x":89,"y":142,"width":854,"height":12}},{"id":"06386e22-0132-48c8-a621-f2873e344fdb","block_type":"box","text":"those clients’ long-term economic interests. This will include consideration of climate-related risks and opportunities in a","page_number":151,"box":{"x":88,"y":157,"width":848,"height":13}},{"id":"78d4d1c7-c852-4ae8-add8-36d6c7807f00","block_type":"box","text":"company’s business model, where material to the company’s ability to deliver long-term financial returns.","page_number":151,"box":{"x":89,"y":172,"width":738,"height":13}},{"id":"bd7a9224-f05e-4fa0-b538-0d01fef2234e","block_type":"box","text":"Please see appendix 2, which sets out the key differences between the BIS benchmark and decarbonization policies on items","page_number":151,"box":{"x":89,"y":199,"width":870,"height":12}},{"id":"6fe3e159-bda7-4613-9b8c-da464e4efd6a","block_type":"box","text":"related to climate risk and the transition to a low-carbon economy.","page_number":151,"box":{"x":89,"y":214,"width":466,"height":12}},{"id":"6bdf4590-6760-4b23-a4f4-4682ef7eb528","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":151,"box":{"x":89,"y":240,"width":621,"height":13}},{"id":"17943af3-158c-41fa-9b3d-669040f74ab0","block_type":"box","text":"Research from the BlackRock Investment Institute (BII) highlights that changing government policy, technology, and","page_number":151,"box":{"x":89,"y":267,"width":811,"height":12}},{"id":"839bbc0d-5ae2-47a1-b059-845d6dcdff73","block_type":"box","text":"consumer and investor preferences are driving the transition to a low-carbon economy, but these forces are moving at","page_number":151,"box":{"x":89,"y":282,"width":827,"height":12}},{"id":"b19a7620-39fb-4cab-97c7-8952de5a1e3b","block_type":"box","text":"uneven speeds across sectors and regions. For example—some technologies like renewable power are already being","page_number":151,"box":{"x":89,"y":297,"width":813,"height":12}},{"id":"50175c5d-5950-4ce4-9758-69787b8b0fda","block_type":"box","text":"deployed at scale in some regions, while in other sectors and regions less cost-effective low-carbon alternatives exist. We","page_number":151,"box":{"x":89,"y":312,"width":846,"height":13}},{"id":"a382550b-0235-41a1-b49d-b42502e11def","block_type":"box","text":"have heard from certain clients that they see the low-carbon transition as a series of shifts over decades that will reshape","page_number":151,"box":{"x":89,"y":327,"width":846,"height":13}},{"id":"a5deb7c6-3498-4e95-8077-7d14161528d8","block_type":"box","text":"production and consumption, spur significant capital investment and create risks, opportunities and a wider range of","page_number":151,"box":{"x":89,"y":342,"width":820,"height":13}},{"id":"0c34bf16-dc1c-4d23-859e-741dc0a6edfe","block_type":"box","text":"financial and competitive outcomes for companies.","page_number":151,"box":{"x":88,"y":358,"width":359,"height":12}},{"id":"875d323f-ccde-4296-8243-dbb17f849c53","block_type":"box","text":"For clients interested in investing in the transition to a low-carbon economy and understanding its corresponding risks and","page_number":151,"box":{"x":89,"y":384,"width":860,"height":12}},{"id":"657b2b9d-7ae1-4634-ad07-46bc019847cd","block_type":"box","text":"opportunities, we have developed the BlackRock Investment Institute Transition Scenario (BIITS), powered by Aladdin","page_number":151,"box":{"x":89,"y":399,"width":820,"height":13}},{"id":"0529366f-fef0-4dc5-a7ea-3bec913b218f","block_type":"box","text":"®","page_number":151,"box":{"x":911,"y":398,"width":9,"height":6}},{"id":"090bb00c-76f2-4ffe-a4c8-0abd609bbdd5","block_type":"box","text":"technology. BIITS is a research-based, analytical forecast of how the low-carbon transition is most likely to play out based on","page_number":151,"box":{"x":88,"y":414,"width":871,"height":13}},{"id":"e118351f-856f-4608-ad5b-0f91f4722c90","block_type":"box","text":"what we know and expect today. It can help inform a top-down assessment of a company’s business risk arising from the","page_number":151,"box":{"x":88,"y":429,"width":852,"height":13}},{"id":"5afe7561-b32b-4ff0-aa15-f63fc44db7d2","block_type":"box","text":"transition. BII based its key assumptions on rigorous research, and the input of BlackRock’s portfolio managers and other","page_number":151,"box":{"x":88,"y":445,"width":848,"height":12}},{"id":"534e803f-9e5b-4e1e-8bc8-7be4e7968051","block_type":"box","text":"experts.","page_number":151,"box":{"x":89,"y":461,"width":54,"height":11}},{"id":"fd3fa8a7-e097-4cee-be64-2c85c10c171a","block_type":"box","text":"For client assets with explicit investment objectives related to the transition to a low-carbon economy, BIS will draw on the","page_number":151,"box":{"x":89,"y":486,"width":855,"height":12}},{"id":"6f1a6bc0-33a2-48cb-93c8-0b593da3f4c7","block_type":"box","text":"insights generated by BIITS and Aladdin","page_number":151,"box":{"x":89,"y":501,"width":277,"height":13}},{"id":"556599cf-4d43-4923-a818-2f8b77184b70","block_type":"box","text":"®","page_number":151,"box":{"x":368,"y":500,"width":9,"height":6}},{"id":"d4f160ec-3fdf-483c-b33f-c4dee80b2d32","block_type":"box","text":"Climate, as well as our own analysis and engagement, in applying these guidelines.","page_number":151,"box":{"x":382,"y":501,"width":580,"height":13}},{"id":"cd2ebca0-5a03-47ef-920d-096c1027ae4f","block_type":"box","text":"In doing so, we will take into consideration the fact that the necessary data to assess individual companies currently has","page_number":151,"box":{"x":89,"y":516,"width":840,"height":13}},{"id":"2b492186-6b63-43b6-b0f4-b8e89841fd99","block_type":"box","text":"limitations, but is improving as a result of disclosure requirements in an increasing number of jurisdictions.","page_number":151,"box":{"x":89,"y":531,"width":746,"height":13}},{"id":"7f8805b3-3780-4fd7-9808-ec9c3682abeb","block_type":"box","text":"Decarbonization stewardship guidelines design principles","page_number":151,"box":{"x":89,"y":558,"width":416,"height":12}},{"id":"6ffa503b-fe06-45ff-adde-f14f9b3bcf63","block_type":"box","text":"The framework of these guidelines is designed to:","page_number":151,"box":{"x":88,"y":584,"width":348,"height":13}},{"id":"43c5da00-7bab-485c-89d7-6398b7bb5e61","block_type":"box","text":"•","page_number":151,"box":{"x":89,"y":608,"width":4,"height":3}},{"id":"58c878d4-e1fa-42b8-a76e-f47dc100cbe5","block_type":"box","text":"Prioritize sectors and companies that are critical to the transition to a low-carbon economy:","page_number":151,"box":{"x":122,"y":605,"width":661,"height":12}},{"id":"121ece3a-897d-445f-9db9-a779ebf56238","block_type":"box","text":"This includes companies","page_number":151,"box":{"x":788,"y":605,"width":172,"height":12}},{"id":"ca212c16-05ac-4021-ba53-d8af186f1fff","block_type":"box","text":"which produce goods and services that contribute to real world decarbonization or have a carbon intensive business","page_number":151,"box":{"x":121,"y":620,"width":815,"height":12}},{"id":"5267ce64-020c-4fcb-b9de-c6890e6116f5","block_type":"box","text":"model and face outsized impacts from the low-carbon transition.","page_number":151,"box":{"x":122,"y":635,"width":453,"height":12}},{"id":"abad2d8d-f13a-4cec-8ba9-749ec4cd6940","block_type":"box","text":"•","page_number":151,"box":{"x":89,"y":659,"width":4,"height":3}},{"id":"2d6e5b77-5a46-4b5c-924f-3a160e70d8a3","block_type":"box","text":"Apply a sectoral approach to our analysis that acknowledges the unevenness of the low-carbon transition across","page_number":151,"box":{"x":121,"y":655,"width":816,"height":12}},{"id":"f49fae32-2166-4723-8487-3056a3e2f1f9","block_type":"box","text":"sectors and markets:","page_number":151,"box":{"x":121,"y":670,"width":149,"height":10}},{"id":"11f92475-514a-4419-bce2-c90fba1373b5","block_type":"box","text":"We take into consideration the varying speeds at which sectors and markets can decarbonize","page_number":151,"box":{"x":275,"y":670,"width":652,"height":12}},{"id":"31439c3a-3b25-4eb4-8e7e-4fb36ddccb7f","block_type":"box","text":"based on technological feasibility, consumer demand, government policy, regulatory frameworks and other factors.","page_number":151,"box":{"x":122,"y":685,"width":805,"height":12}},{"id":"724cbc0a-e2c3-47fc-ae76-4ffb681dc6ec","block_type":"box","text":"Further, we recognize that these factors are uncertain and dynamic, which will require that we evolve our approach as","page_number":151,"box":{"x":122,"y":700,"width":823,"height":13}},{"id":"54f2f891-1dd0-4fd9-b13d-08659081b186","block_type":"box","text":"necessary.","page_number":151,"box":{"x":122,"y":718,"width":70,"height":10}},{"id":"0342d8d5-b4cb-411c-be61-5426cd2661c4","block_type":"box","text":"•","page_number":151,"box":{"x":89,"y":739,"width":4,"height":3}},{"id":"b068f576-fccc-4951-9f03-7017de15f864","block_type":"box","text":"Take a long-term, pragmatic approach that favors a transition that minimizes disruption to companies and their key","page_number":151,"box":{"x":121,"y":736,"width":835,"height":12}},{"id":"884d9a77-0052-4a89-a385-7ed73a0477bd","block_type":"box","text":"stakeholders:","page_number":151,"box":{"x":121,"y":751,"width":95,"height":9}},{"id":"815a0c08-d81d-43c9-92e6-90954c8816fa","block_type":"box","text":"Our approach recognizes the challenges that many companies face in adapting their business models. It is","page_number":151,"box":{"x":222,"y":751,"width":743,"height":12}},{"id":"8928a26d-6242-410e-9b1e-7bfd0ffd8c45","block_type":"box","text":"premised on the views of interested clients that a transition where companies adapt and continue to deliver financial","page_number":151,"box":{"x":121,"y":766,"width":816,"height":12}},{"id":"af6255fb-59a7-4941-ad50-527916c1288d","block_type":"box","text":"returns throughout, is a better long-term investment outcome for them, and less disruptive to a company’s other key","page_number":151,"box":{"x":122,"y":781,"width":818,"height":12}},{"id":"9509f8dd-fbc4-40ce-bbed-e54a1a377c99","block_type":"box","text":"stakeholders, than a transition that is uneven. Further, we consider the differences between the actions and outcomes","page_number":151,"box":{"x":121,"y":796,"width":824,"height":11}},{"id":"93836824-4bfd-467d-afc1-3025367ae4d5","block_type":"box","text":"over which company management has influence, and those it does not.","page_number":151,"box":{"x":121,"y":811,"width":501,"height":12}},{"id":"b3ef3163-be08-447c-9eff-adf628e1c817","block_type":"box","text":"•","page_number":151,"box":{"x":89,"y":835,"width":4,"height":3}},{"id":"9db66588-77b3-4707-888f-40f1b0c789b6","block_type":"box","text":"Focus on useful, contextualized disclosures that help inform investors views, while recognizing data limitations:","page_number":151,"box":{"x":122,"y":831,"width":803,"height":13}},{"id":"f45b3594-2516-464f-b74f-a69d095d614a","block_type":"box","text":"The","page_number":151,"box":{"x":930,"y":831,"width":26,"height":10}},{"id":"e9df03dc-d435-4a2c-81c9-21476bcc0650","block_type":"box","text":"policy will seek disclosures that outline key milestones and dependencies underpinning the company’s low-carbon","page_number":151,"box":{"x":121,"y":846,"width":802,"height":13}},{"id":"29e81fd0-55ab-46c4-b118-6c26f33012a5","block_type":"box","text":"transition strategy; explain the trade-offs required to adapt the business model; and include relevant data and narrative.","page_number":151,"box":{"x":121,"y":862,"width":836,"height":12}},{"id":"1ef1e759-b875-49ba-86d2-2843574c0e56","block_type":"box","text":"A-37","page_number":151,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"4c80b2c2-47a2-4a86-8290-13c13e85167b","block_type":"box","text":"•","page_number":152,"box":{"x":89,"y":47,"width":4,"height":4}},{"id":"79ffbf1a-0ac3-4c7a-9742-12daac2dcd53","block_type":"box","text":"Be consistent with our position as a minority investor on behalf of our clients:","page_number":152,"box":{"x":122,"y":44,"width":559,"height":12}},{"id":"71fdf2b5-5ca0-4089-b728-e714bd6f6c60","block_type":"box","text":"The boards and executive leadership of","page_number":152,"box":{"x":686,"y":44,"width":276,"height":12}},{"id":"ffa13dd3-9656-4003-a3d6-e9d4572e1a15","block_type":"box","text":"companies determine a company’s strategy and its implementation. We make decisions on how to engage companies","page_number":152,"box":{"x":121,"y":59,"width":827,"height":12}},{"id":"0986d3ee-03f1-4344-b804-a14a3b73f9fd","block_type":"box","text":"and vote proxies independently, based on our professional judgment of the priorities and outcomes most aligned with","page_number":152,"box":{"x":121,"y":74,"width":825,"height":12}},{"id":"cb53a53d-d13d-4d18-a4ce-939534d3f207","block_type":"box","text":"clients’ investment objectives.","page_number":152,"box":{"x":121,"y":89,"width":208,"height":13}},{"id":"7cdec554-85ff-4f5e-bde4-a0fe90ca6851","block_type":"box","text":"Voting guidelines","page_number":152,"box":{"x":88,"y":116,"width":125,"height":12}},{"id":"3a9ab09a-8714-40f7-a7df-58beae057a85","block_type":"box","text":"Consistent with the investment objective of each fund or client that has selected these guidelines, BIS will look to companies","page_number":152,"box":{"x":89,"y":142,"width":870,"height":12}},{"id":"bde44552-7ebc-456b-924e-7df1c0245e0f","block_type":"box","text":"to demonstrate the following:","page_number":152,"box":{"x":88,"y":157,"width":207,"height":13}},{"id":"5de7979a-0c4f-41dc-8de3-1895adbb876b","block_type":"box","text":"Corporate Disclosures","page_number":152,"box":{"x":105,"y":184,"width":160,"height":12}},{"id":"9eda5a1c-e472-46a0-84ea-753a4388d403","block_type":"box","text":"In the context of these guidelines, we look for companies to provide sufficient corporate disclosure to allow us to determine","page_number":152,"box":{"x":89,"y":210,"width":865,"height":13}},{"id":"09417fd4-29be-4b32-b134-c31e88744f0f","block_type":"box","text":"the extent to which decarbonization and the low-carbon transition are strategic priorities. As a general point, we would","page_number":152,"box":{"x":88,"y":225,"width":834,"height":13}},{"id":"6c9dff3c-3fcc-4095-980f-eb1e48421502","block_type":"box","text":"expect companies that have disclosed their aim to participate in the transition to a low-carbon economy to make disclosures","page_number":152,"box":{"x":89,"y":240,"width":872,"height":13}},{"id":"65febbc2-a292-46b2-af2b-fa6af4cb48af","block_type":"box","text":"that help explain the strategy and governance systems they have determined most appropriate, which may include:","page_number":152,"box":{"x":88,"y":256,"width":809,"height":12}},{"id":"1266f689-95a2-44a6-8f22-4ac2518d7ddc","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit global average temperature","page_number":152,"box":{"x":89,"y":276,"width":866,"height":12}},{"id":"c2748a85-535f-4b77-998a-3f390eb3c84f","block_type":"box","text":"rise to 1.5°C above pre-industrial levels. This would normally mean that they have a long-term strategy to achieve net","page_number":152,"box":{"x":128,"y":291,"width":827,"height":12}},{"id":"389a067e-92a8-4107-97eb-74baea9d851f","block_type":"box","text":"zero greenhouse gas (GHG) emissions by 2050, with appropriate near- and medium-term milestones to assess their","page_number":152,"box":{"x":127,"y":306,"width":813,"height":12}},{"id":"77f5192f-b09e-49b3-ade9-fdc4faf1b5ec","block_type":"box","text":"progress.","page_number":152,"box":{"x":128,"y":324,"width":63,"height":9}},{"id":"d5ce9304-f35f-4dda-b9d5-95e961e2882a","block_type":"box","text":"(2) low-carbon transition-related reporting consistent with the standards developed by the International Sustainability","page_number":152,"box":{"x":89,"y":341,"width":842,"height":13}},{"id":"8d101b24-39ec-4a48-89c9-c42bd31b4d9c","block_type":"box","text":"Standards Board (ISSB). IFRS S1 addresses the general requirements of sustainability reporting and IFRS S2 sets out the","page_number":152,"box":{"x":128,"y":356,"width":834,"height":13}},{"id":"ae1dc6b4-b0b3-43a1-9dbe-180af11ad5bc","block_type":"box","text":"disclosures that would provide investors with decision-useful information about a company’s most significant climate","page_number":152,"box":{"x":128,"y":371,"width":830,"height":13}},{"id":"583e1eff-c04c-45e5-8b78-9f6ab5284468","block_type":"box","text":"and low-carbon transition-related risks and opportunities. As audit and assurance standards are developed, it would be","page_number":152,"box":{"x":128,"y":387,"width":834,"height":12}},{"id":"49b9a0b6-1438-4488-ba00-7fbf4a22e0cc","block_type":"box","text":"helpful to investors’ confidence in such disclosures for companies to seek independent, third-party assurance.","page_number":152,"box":{"x":128,"y":402,"width":769,"height":12}},{"id":"91a13f3a-cfca-4473-ad9d-583161e0619e","block_type":"box","text":"(3) scope 1 and scope 2, and material scope 3 GHG emissions. In addition, we look to companies to disclose their","page_number":152,"box":{"x":89,"y":422,"width":809,"height":12}},{"id":"cc198589-7929-4671-9865-93824272a584","block_type":"box","text":"reduction targets for scope 1 and 2 emissions, science-based where possible. We welcome disclosure of targets or","page_number":152,"box":{"x":128,"y":437,"width":800,"height":12}},{"id":"d6add8cc-d573-429f-8f66-f326a53895a2","block_type":"box","text":"indicative goals, where companies have set them, for scope 3 emissions reductions, recognizing that these would be","page_number":152,"box":{"x":128,"y":452,"width":814,"height":12}},{"id":"d2605864-68d4-4744-8532-64aebe99bde8","block_type":"box","text":"provided on a ‘best efforts’ basis given the methodological challenges these currently present for reporters. Scope 3","page_number":152,"box":{"x":128,"y":467,"width":807,"height":13}},{"id":"69dc8cba-1bf3-4401-a439-854c988d3945","block_type":"box","text":"information, including how a company is working with its value chain to accelerate reductions in GHG intensity,","page_number":152,"box":{"x":128,"y":482,"width":780,"height":13}},{"id":"64ef7ea1-954e-4e3a-9513-f3373ca22aba","block_type":"box","text":"provides useful insight to investors focused on investing in the low-carbon transition and understanding the impact of","page_number":152,"box":{"x":128,"y":497,"width":828,"height":13}},{"id":"8346b88e-bdb8-47f9-962c-2bf4018805f7","block_type":"box","text":"their investments on their decarbonization goals. However, we recognize that companies have varying ability to","page_number":152,"box":{"x":127,"y":513,"width":777,"height":12}},{"id":"52e04e22-fdb4-4c49-a765-8549e4c9d47b","block_type":"box","text":"influence the emissions across the different parts of their value chain and it is helpful when disclosures explain the","page_number":152,"box":{"x":128,"y":528,"width":798,"height":12}},{"id":"2b8de385-0325-4135-ab62-a402cdc3b12c","block_type":"box","text":"implications for the achievement of their decarbonization targets.","page_number":152,"box":{"x":128,"y":543,"width":457,"height":12}},{"id":"f2613409-8a87-4337-a7a9-bebd9a1c4582","block_type":"box","text":"Transition plans","page_number":152,"box":{"x":104,"y":569,"width":116,"height":13}},{"id":"898445a9-e3d9-4ce7-8351-b9a9f364e1c5","block_type":"box","text":"Some companies have published a transition plan that explains how the company intends to implement its low-carbon","page_number":152,"box":{"x":88,"y":596,"width":832,"height":12}},{"id":"55e6000f-1021-4e06-9033-4cc448921cc8","block_type":"box","text":"transition strategy by, as defined by the ISSB, “lay[ing] out the entity’s targets, actions or resources for its transition towards a","page_number":152,"box":{"x":88,"y":611,"width":879,"height":12}},{"id":"a6b85328-7b9f-46c7-8974-c5144f97c318","block_type":"box","text":"lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see appendix 1).","page_number":152,"box":{"x":89,"y":626,"width":754,"height":12}},{"id":"675a4197-9812-4482-91e8-bd8cf03bf2d4","block_type":"box","text":"We note the work being undertaken in a number of jurisdictions on establishing a common approach in a market to","page_number":152,"box":{"x":88,"y":652,"width":811,"height":13}},{"id":"cc869555-a366-48a7-8482-68484f66bded","block_type":"box","text":"corporate transition plans. Given this work continues, for the near-term, BIS will not make preparation and production of","page_number":152,"box":{"x":89,"y":668,"width":845,"height":12}},{"id":"3ce62589-4c5b-42e2-aea1-bef214c3b7cf","block_type":"box","text":"transition plans a voting issue. BIS may engage companies that have chosen to publish a transition plan to understand their","page_number":152,"box":{"x":88,"y":683,"width":865,"height":12}},{"id":"6dd1e515-ce9f-4473-b12d-c618b2b2f069","block_type":"box","text":"planned actions and resource implications in accordance with anticipated requirements.","page_number":152,"box":{"x":89,"y":698,"width":617,"height":12}},{"id":"c3290fd5-8ad9-48d8-adf5-a61a9e1a0a57","block_type":"box","text":"Boards and directors","page_number":152,"box":{"x":106,"y":724,"width":148,"height":10}},{"id":"efb8ffe5-e866-4efc-8e4b-0fac04a03b67","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":152,"box":{"x":88,"y":751,"width":847,"height":12}},{"id":"d307da69-0a23-4f03-a0fb-3290c2aa21c4","block_type":"box","text":"management and strategic initiatives is critical to the company’s ability to deliver on its low-carbon transition strategy.","page_number":152,"box":{"x":89,"y":766,"width":827,"height":12}},{"id":"1286f568-4735-4506-9751-1ecb1da3d6fd","block_type":"box","text":"In assessing the role and effectiveness of the board in this regard, we seek to understand whether:","page_number":152,"box":{"x":89,"y":792,"width":685,"height":13}},{"id":"1c46e88d-a45b-43ac-9f4c-ff65fd115ec3","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":152,"box":{"x":89,"y":812,"width":877,"height":13}},{"id":"c33ab926-b774-4c54-b635-6d3dda7de081","block_type":"box","text":"company’s business model. We consider the whole board to have responsibility for oversight of the company’s long","page_number":152,"box":{"x":121,"y":828,"width":813,"height":12}},{"id":"7f6e6082-0ac8-4a01-973b-502ab9cd2ce4","block_type":"box","text":"term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":152,"box":{"x":121,"y":843,"width":622,"height":12}},{"id":"79f76e4a-d587-4479-9696-415932d019c9","block_type":"box","text":"A-38","page_number":152,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"04cf7bf4-1819-4aa0-a66e-b5f09988e0ed","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":153,"box":{"x":89,"y":44,"width":779,"height":12}},{"id":"996143ed-4cbe-4050-9f9e-440095dd2ab5","block_type":"box","text":"accountability for delivery by senior executives.","page_number":153,"box":{"x":121,"y":59,"width":329,"height":12}},{"id":"d724c815-3bb8-412e-acc3-278821b9a56b","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":153,"box":{"x":89,"y":79,"width":867,"height":13}},{"id":"3aecd1c0-2877-48fb-8318-2535444ab902","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the low-carbon transition strategy.","page_number":153,"box":{"x":122,"y":94,"width":805,"height":13}},{"id":"0966cfe7-b763-4ece-bae0-1b3bd4437359","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":153,"box":{"x":89,"y":114,"width":828,"height":13}},{"id":"331ad353-5d04-4154-85be-2ad6708d6a3e","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":153,"box":{"x":121,"y":130,"width":454,"height":12}},{"id":"2a2183c7-cd77-4191-9093-500f8608a216","block_type":"box","text":"• The company has set scope 1 & 2 GHG emissions reduction targets, science-based and independently verified where","page_number":153,"box":{"x":89,"y":150,"width":850,"height":12}},{"id":"11c7560b-f34e-4bc5-a768-04e781414e79","block_type":"box","text":"possible, against a baseline, that are consistent with the ambition to limit average temperature rise to no more than","page_number":153,"box":{"x":121,"y":165,"width":807,"height":12}},{"id":"299c26b7-c746-4537-97de-934854855924","block_type":"box","text":"1.5°C above pre-industrial levels.","page_number":153,"box":{"x":123,"y":180,"width":226,"height":12}},{"id":"5499f4cf-eab8-4bd7-9e90-ee7e7e75aec2","block_type":"box","text":"• There is a clear link between the company’s scope 1 & 2 GHG emissions reduction targets over time and its long-term","page_number":153,"box":{"x":89,"y":200,"width":856,"height":12}},{"id":"3416301a-d58a-486e-97ac-b391c89ad255","block_type":"box","text":"low-carbon transition strategy.","page_number":153,"box":{"x":122,"y":215,"width":213,"height":13}},{"id":"c6305537-8150-4233-8210-7815b9ba5fa5","block_type":"box","text":"• The company is monitoring its material scope 3 emissions and disclosing these where it is confident in the data. Given","page_number":153,"box":{"x":89,"y":235,"width":860,"height":13}},{"id":"2a0ad335-08f9-45dd-abb9-4b052c7dec61","block_type":"box","text":"forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":153,"box":{"x":121,"y":250,"width":783,"height":13}},{"id":"e2428373-4913-42a1-9d38-3b720d123056","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":153,"box":{"x":121,"y":266,"width":778,"height":12}},{"id":"3d77bf3b-a976-4333-a5d8-a3d2bb731b66","block_type":"box","text":"constituents in their value chain.","page_number":153,"box":{"x":121,"y":281,"width":227,"height":9}},{"id":"0b4cc741-0836-4d1b-8101-d72495009645","block_type":"box","text":"• The board oversees, and management has a formalized approach to, the company’s lobbying activities, including trade","page_number":153,"box":{"x":89,"y":301,"width":862,"height":12}},{"id":"3d043c5e-a299-4f84-9e55-5a66b5abc7a1","block_type":"box","text":"association memberships. Policy engagement should be consistent with a company’s stated strategic policy objectives,","page_number":153,"box":{"x":121,"y":316,"width":834,"height":12}},{"id":"a5c2ce06-2b13-466f-a87b-f449b12f33a9","block_type":"box","text":"including those related to the low-carbon transition.","page_number":153,"box":{"x":122,"y":331,"width":364,"height":12}},{"id":"afc07041-fc61-47ac-9d0e-b0cd4b80bf03","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":153,"box":{"x":104,"y":358,"width":413,"height":12}},{"id":"a3f0f551-3c55-4453-9bce-3b96143a4669","block_type":"box","text":"In implementing these guidelines, BIS will generally support non-executive directors standing for election where, in BIS’","page_number":153,"box":{"x":89,"y":384,"width":833,"height":12}},{"id":"060cbfe3-e5a6-4921-a33d-7fc71ac8b2bc","block_type":"box","text":"assessment based on company disclosures and engagement, a company is executing on its commitment to align with the","page_number":153,"box":{"x":89,"y":399,"width":854,"height":13}},{"id":"50776c89-13ad-4aff-856f-8dfc74823119","block_type":"box","text":"transition to a low-carbon economy, as defined above. Where BIS determines this is not the case, we may vote against the","page_number":153,"box":{"x":88,"y":414,"width":853,"height":13}},{"id":"2a512a84-7809-4f9a-b622-0bea72bc528a","block_type":"box","text":"election of one or more directors who have responsibility for the issue. The directors most likely to be in focus are the chair of","page_number":153,"box":{"x":89,"y":429,"width":878,"height":13}},{"id":"9595b2a8-4b02-408e-9ff8-478ed0504689","block_type":"box","text":"the board sub-committee with low-carbon transition, climate or sustainability risk oversight responsibilities, other members","page_number":153,"box":{"x":88,"y":445,"width":867,"height":12}},{"id":"e13d3553-08fe-4c7a-a88f-566d467080ec","block_type":"box","text":"of the relevant committee, the lead independent director or the non-executive chair of the board. In certain markets, we may","page_number":153,"box":{"x":89,"y":460,"width":872,"height":12}},{"id":"c6f7e9c5-f6ca-4f40-af04-20597c4ae97e","block_type":"box","text":"withhold support for the discharge of the supervisory board or equivalent.","page_number":153,"box":{"x":88,"y":475,"width":518,"height":12}},{"id":"1186c9cc-4bd4-4792-ae09-c27b1bb66779","block_type":"box","text":"Where we have not supported director elections over climate concerns in a prior year, and the company has not subsequently","page_number":153,"box":{"x":88,"y":501,"width":880,"height":13}},{"id":"4f8c2ab7-f652-49ba-886d-3bd95435ba3e","block_type":"box","text":"made progress towards aligning with the transition to a low-carbon economy, we may escalate by voting against the re","page_number":153,"box":{"x":89,"y":516,"width":839,"height":13}},{"id":"c3a7cc25-f284-45b7-a588-23bdb05806d5","block_type":"box","text":"election of additional responsible directors to signal our heightened concerns.","page_number":153,"box":{"x":89,"y":531,"width":544,"height":13}},{"id":"e5fe9540-8192-4f3d-9257-b1b37d2a8e72","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":153,"box":{"x":105,"y":558,"width":521,"height":12}},{"id":"256693d2-3324-45bb-8648-07cbcd62e7d3","block_type":"box","text":"In certain markets, company management may submit proposals asking shareholders to approve their climate action plans","page_number":153,"box":{"x":89,"y":584,"width":862,"height":13}},{"id":"5671777a-1dff-4d4b-8bb5-c7398e0cfaec","block_type":"box","text":"or progress reports, sometimes known as “Say on Climate.” BIS will generally support management’s climate strategy","page_number":153,"box":{"x":89,"y":599,"width":824,"height":13}},{"id":"6418092d-a324-42c1-897b-deb0e18ec955","block_type":"box","text":"proposal if, in our assessment based on these guidelines, the strategy is aligned with the low-carbon transition. Similarly, we","page_number":153,"box":{"x":89,"y":615,"width":868,"height":12}},{"id":"f771f73d-854a-4b43-9c22-38b042426955","block_type":"box","text":"will generally support management’s proposal on a progress report if the company has clearly explained its progress against,","page_number":153,"box":{"x":88,"y":630,"width":874,"height":12}},{"id":"db224856-2d77-4f7e-be7d-ba85491492a4","block_type":"box","text":"and any deviations from or changes to, its stated transition plan and targets.","page_number":153,"box":{"x":89,"y":645,"width":533,"height":12}},{"id":"a5cf77e7-7517-443a-9010-8d042a6e834e","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":153,"box":{"x":105,"y":671,"width":494,"height":13}},{"id":"7ca49d00-39a8-430a-8289-5ebf513aa012","block_type":"box","text":"Shareholder proposals on a company’s approach to the low-carbon transition or climate risk will be considered on their","page_number":153,"box":{"x":88,"y":698,"width":836,"height":12}},{"id":"a25d5e4a-3d87-45ec-b55f-5ffb69b1c780","block_type":"box","text":"merit. Our assessment will take into consideration the implications for, and the relevance to, the company’s stated low","page_number":153,"box":{"x":89,"y":713,"width":833,"height":12}},{"id":"1679904c-d540-44c8-a5e0-ed794d8fc68b","block_type":"box","text":"carbon transition strategy and targets. We may support shareholder proposals that, for example, ask a company to:","page_number":153,"box":{"x":89,"y":728,"width":806,"height":12}},{"id":"c2504e8c-e72b-4eb6-8b62-50ccdc3d8a6a","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average temperature","page_number":153,"box":{"x":187,"y":748,"width":776,"height":12}},{"id":"54bc2396-ef58-4a93-9fbe-b57da1249666","block_type":"box","text":"rise to no more than 1.5°C above pre-industrial levels","page_number":153,"box":{"x":219,"y":763,"width":371,"height":13}},{"id":"5013f395-73e8-4dee-94c3-ef27726d9413","block_type":"box","text":"• Align their scope 1 and 2 GHG emissions reduction targets to, and/or discuss how their targets align with,","page_number":153,"box":{"x":187,"y":783,"width":775,"height":13}},{"id":"c6734cf1-92ee-4247-a491-f29bf03e35b9","block_type":"box","text":"a long-term goal of the company achieving net zero GHG emissions by 2050","page_number":153,"box":{"x":219,"y":799,"width":533,"height":12}},{"id":"e655a0ab-86ee-478e-a5e3-5c78f818091c","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most material to a company’s business model","page_number":153,"box":{"x":187,"y":819,"width":707,"height":12}},{"id":"92e22321-e2cb-4800-8eea-bcc2ded6190c","block_type":"box","text":"• Improve disclosures on how a company’s climate-related lobbying (including trade association","page_number":153,"box":{"x":187,"y":839,"width":694,"height":12}},{"id":"2ecf3741-4c9d-4bd7-a17f-3cad98ca6160","block_type":"box","text":"memberships and other indirect lobbying) is aligned with its strategic policy positions.","page_number":153,"box":{"x":219,"y":854,"width":603,"height":12}},{"id":"046031ef-5eeb-49e4-a1e3-48af3d49e13d","block_type":"box","text":"A-39","page_number":153,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"43df89ef-fe87-48c3-b627-090a1edb8cbe","block_type":"box","text":"We would not support shareholder proposals that seek to constrain board or management decision-making or direct specific","page_number":154,"box":{"x":88,"y":44,"width":876,"height":12}},{"id":"53c289df-d3c9-4923-b055-1f5993cc6cd7","block_type":"box","text":"business or strategic decisions. This includes proposals that seek to change a company’s articles of association or charter to","page_number":154,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"87459f6a-58d6-4ca5-acd0-fc95fb1f2bfd","block_type":"box","text":"require commitments or actions related to climate risk or the low-carbon transition.","page_number":154,"box":{"x":89,"y":74,"width":585,"height":12}},{"id":"3c144aa2-f915-4f7d-ad08-afe71a070814","block_type":"box","text":"Related matters","page_number":154,"box":{"x":89,"y":101,"width":112,"height":9}},{"id":"7a6909b5-209f-44bd-8b06-c7dcb23bd0b1","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":154,"box":{"x":88,"y":127,"width":870,"height":12}},{"id":"61718ef9-95fa-4d23-b166-70e3c625d045","block_type":"box","text":"to the transition to a low-carbon economy. Under these guidelines, BIS is most likely to engage, where appropriate, if we seek","page_number":154,"box":{"x":88,"y":142,"width":877,"height":12}},{"id":"7c9f6c2d-a385-43a6-8bd4-bcf894352c68","block_type":"box","text":"to enhance our understanding of a company’s approach. Generally, our voting on these matters would be covered by BIS’","page_number":154,"box":{"x":88,"y":157,"width":848,"height":13}},{"id":"b1719915-66de-419c-83c9-83566b3a0ba5","block_type":"box","text":"benchmark guidelines.","page_number":154,"box":{"x":89,"y":172,"width":157,"height":13}},{"id":"ca0c023f-f5e9-4ac9-9892-ea9be403852f","block_type":"box","text":"Executive compensation","page_number":154,"box":{"x":106,"y":199,"width":173,"height":12}},{"id":"b2daf87b-6e89-44dc-ace2-f25fc02c1b27","block_type":"box","text":"We look to company boards to put in place a compensation structure that incentivizes and rewards executives appropriately.","page_number":154,"box":{"x":88,"y":225,"width":871,"height":13}},{"id":"451e7a2f-bc5b-4eb5-a611-302e37892c47","block_type":"box","text":"Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions reduction targets or low","page_number":154,"box":{"x":88,"y":240,"width":878,"height":13}},{"id":"07145c40-611d-4bc2-af1f-f9bfa70c6d5c","block_type":"box","text":"carbon transition-related metrics in their incentive plans. In such cases, BIS would engage to understand the alignment","page_number":154,"box":{"x":89,"y":256,"width":834,"height":12}},{"id":"98ff89dc-85d0-4e5a-bcad-d5ec84c5b6df","block_type":"box","text":"between those metrics and the company’s stated climate strategy.","page_number":154,"box":{"x":89,"y":271,"width":463,"height":12}},{"id":"f4aba513-a202-4973-97f4-fc184d156275","block_type":"box","text":"Auditors and audit-related issues","page_number":154,"box":{"x":104,"y":297,"width":240,"height":10}},{"id":"912371db-22ed-495a-aeb0-0eac9382deb1","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, BIS is interested to","page_number":154,"box":{"x":89,"y":324,"width":809,"height":12}},{"id":"4dbadffd-8156-46be-a448-d6134fa7e68f","block_type":"box","text":"understand whether the company considers and, if relevant, quantifies, and accounts for material climate-related risks in its","page_number":154,"box":{"x":89,"y":339,"width":866,"height":12}},{"id":"5f913b6c-8e64-43f1-96f6-9e004caa9a9d","block_type":"box","text":"financial statements, including if the company explains such risks within the context of its audit report. We note that work is","page_number":154,"box":{"x":88,"y":354,"width":870,"height":12}},{"id":"ab6cb65e-a67c-40ea-a3af-95e8ac33505c","block_type":"box","text":"being undertaken to develop audit and assurance standards in relation to climate and transition reporting, which may impact","page_number":154,"box":{"x":89,"y":369,"width":876,"height":12}},{"id":"a9e71e12-709c-4323-8d3b-9c0a757af731","block_type":"box","text":"the future reporting requirements of companies. We note that assurance of corporate disclosures related to climate risk and","page_number":154,"box":{"x":88,"y":384,"width":867,"height":12}},{"id":"b3a5da0d-4224-4360-93a4-ff0516b0cf9f","block_type":"box","text":"the transition to a low-carbon economy is still nascent.","page_number":154,"box":{"x":88,"y":399,"width":384,"height":13}},{"id":"5b0b2be8-f4c5-42b3-915a-db6aaf18946a","block_type":"box","text":"Mergers, acquisitions, asset sales, and other special situations","page_number":154,"box":{"x":105,"y":426,"width":448,"height":12}},{"id":"6555e45a-ce6e-475e-b32b-84b3337e3b3c","block_type":"box","text":"Special situations will be considered on their financial merits, but BIS may engage on climate-related factors under these","page_number":154,"box":{"x":88,"y":452,"width":844,"height":12}},{"id":"43c838aa-8d0b-432f-b74d-8345ac9d417c","block_type":"box","text":"guidelines where a transaction may significantly alter a company’s climate strategy or a shareholder activist has proposed","page_number":154,"box":{"x":89,"y":467,"width":852,"height":13}},{"id":"0ac44767-dfe9-47a0-9250-a691823ed3e5","block_type":"box","text":"governance, strategic or operational changes that may impact its climate strategy. BIS does not promote changes in","page_number":154,"box":{"x":89,"y":482,"width":810,"height":13}},{"id":"a960c6bc-41c2-4010-984d-7bfc4b46aa7c","block_type":"box","text":"corporate control, nor does it invoke formal governance mechanisms that rise to the level of shareholder activism.","page_number":154,"box":{"x":89,"y":497,"width":797,"height":13}},{"id":"4e55586f-a8a1-4060-a266-b44b8047856d","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":154,"box":{"x":105,"y":524,"width":499,"height":12}},{"id":"def7fe0b-b691-4caf-99d6-a9448e89efd2","block_type":"box","text":"Climate risk and the transition to a low-carbon economy are interconnected with a number of other sustainability-related","page_number":154,"box":{"x":89,"y":550,"width":849,"height":13}},{"id":"b2b1c408-1410-4e51-87ba-a3c512f1314f","block_type":"box","text":"risks and opportunities that may be relevant to a company’s business model and long-term performance. These include a","page_number":154,"box":{"x":89,"y":565,"width":850,"height":13}},{"id":"c50c31aa-1d92-4eb2-96b9-f1549bed4a46","block_type":"box","text":"company’s impacts or dependencies on natural capital and key stakeholders. In the context of these guidelines, we may","page_number":154,"box":{"x":89,"y":581,"width":838,"height":12}},{"id":"06a9e8c8-83b3-4851-a315-5dfa0af186f4","block_type":"box","text":"engage companies to better understand how they are managing the impact on people (e.g., employees, suppliers, customers","page_number":154,"box":{"x":89,"y":596,"width":875,"height":12}},{"id":"aad7de22-f41e-4ab1-9611-1451b26f8967","block_type":"box","text":"and communities) of any strategic or operational changes they are making in relation to their transition to a low-carbon","page_number":154,"box":{"x":89,"y":611,"width":838,"height":12}},{"id":"a4d0d29e-e67c-4245-84f3-e513ef6a140f","block_type":"box","text":"economy. Similarly, we may engage companies that face risks and opportunities related to land use and deforestation, access","page_number":154,"box":{"x":89,"y":626,"width":876,"height":12}},{"id":"2646157b-35ea-4bff-9243-2a6a18ffdf08","block_type":"box","text":"to fresh water, or the ability to secure scarce resources critical to the transition to a low-carbon economy.","page_number":154,"box":{"x":88,"y":641,"width":735,"height":12}},{"id":"5f210905-2604-41ff-aa30-76da0f627de5","block_type":"box","text":"Appendix 1","page_number":154,"box":{"x":88,"y":668,"width":80,"height":12}},{"id":"26886622-6d3a-44f4-862e-d3278d24cb21","block_type":"box","text":"Terminology","page_number":154,"box":{"x":104,"y":694,"width":92,"height":12}},{"id":"4c16b0bb-493c-4f3c-ac0d-0543367519ef","block_type":"box","text":"We understand the key concepts referred to within these guidelines as follows:","page_number":154,"box":{"x":88,"y":720,"width":550,"height":13}},{"id":"d64e89e3-9e1b-4307-90e9-9fdb0d5260af","block_type":"box","text":"Climate risk:","page_number":154,"box":{"x":89,"y":747,"width":88,"height":10}},{"id":"84c31d9f-bdb8-437d-b3cd-1577de173a80","block_type":"box","text":"Includes physical risk, the increased risk to companies’ assets and activities caused by the direct impact of","page_number":154,"box":{"x":183,"y":747,"width":743,"height":12}},{"id":"d1da7c73-ecbc-430f-92f5-a321ca9708aa","block_type":"box","text":"changing weather patterns and natural catastrophes, and transition risk, the impact of the transition to a low-carbon","page_number":154,"box":{"x":89,"y":762,"width":816,"height":12}},{"id":"c8a81ada-6050-4a4d-8c5d-1365971b4338","block_type":"box","text":"economy on a company’s long-term profitability.","page_number":154,"box":{"x":89,"y":777,"width":340,"height":12}},{"id":"09962fa7-0856-4518-a3e3-05e24b2487d9","block_type":"box","text":"Transition to a low-carbon economy (“low-carbon transition”):","page_number":154,"box":{"x":88,"y":804,"width":455,"height":12}},{"id":"b257a03e-88d9-4608-bca0-ed4620d162aa","block_type":"box","text":"The global economic shift toward lower emissions across","page_number":154,"box":{"x":547,"y":804,"width":401,"height":12}},{"id":"864013ea-b1ac-440c-98ef-e9b3e3de03a6","block_type":"box","text":"many sectors and business models. The economic transformation is being driven by changes in government policy,","page_number":154,"box":{"x":89,"y":819,"width":806,"height":12}},{"id":"3ad65bc5-4c0c-4b41-9cba-029204605231","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":154,"box":{"x":88,"y":834,"width":877,"height":12}},{"id":"b6bc9068-89b3-4ebc-aafe-99cf6601cf20","block_type":"box","text":"and can potentially have a material impact on clients’ investments and portfolios.","page_number":154,"box":{"x":89,"y":849,"width":567,"height":12}},{"id":"7552ba50-7ee4-4040-aeb1-aff219751cfe","block_type":"box","text":"A-40","page_number":154,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"911999ac-264c-41aa-af5b-d75bc2cfa29b","block_type":"box","text":"Decarbonization:","page_number":155,"box":{"x":89,"y":44,"width":121,"height":10}},{"id":"ff7428a1-93a0-480d-8fcb-138f67c0baf3","block_type":"box","text":"the process of reducing or eliminating emissions of carbon dioxide (CO2) from human activity and","page_number":155,"box":{"x":215,"y":44,"width":691,"height":12}},{"id":"524dfe61-d8eb-4299-a112-66f070fa64ba","block_type":"box","text":"removing carbon currently in the atmosphere. This can be carried out by countries, companies and even individual","page_number":155,"box":{"x":89,"y":59,"width":801,"height":12}},{"id":"152ac6fb-304e-4180-8336-6cc64ce2319a","block_type":"box","text":"consumers. Sometimes the concept is understood to include the reduction and elimination of other GHG, e.g., methane.","page_number":155,"box":{"x":89,"y":74,"width":842,"height":12}},{"id":"bb72a2df-4de4-4800-b287-3e4b7638a299","block_type":"box","text":"Climate-related risks and opportunities:","page_number":155,"box":{"x":89,"y":101,"width":286,"height":12}},{"id":"beeeedc2-f4a7-4ba6-ac7f-4de9278004eb","block_type":"box","text":"The investment opportunities and risks associated with the transition to a low","page_number":155,"box":{"x":380,"y":101,"width":551,"height":12}},{"id":"b2051a29-8602-458f-bcce-3c9805cd82ed","block_type":"box","text":"carbon economy, including transition risks and opportunities and physical risks and opportunities in adapting to physical","page_number":155,"box":{"x":89,"y":116,"width":844,"height":12}},{"id":"bb04bf19-5aec-44ce-8ecc-71ec417e9fcc","block_type":"box","text":"climate change.","page_number":155,"box":{"x":89,"y":131,"width":109,"height":12}},{"id":"febf4cda-2c6d-4965-98b8-30fe13ff5615","block_type":"box","text":"Climate-related transition plan: “","page_number":155,"box":{"x":89,"y":157,"width":235,"height":13}},{"id":"169ada2f-c4b2-4ff5-a41e-1599a3210d9c","block_type":"box","text":"An aspect of an entity’s overall strategy that lays out the entity’s targets, actions or","page_number":155,"box":{"x":325,"y":157,"width":580,"height":13}},{"id":"cd5dff40-1740-4347-a8d3-44372b959224","block_type":"box","text":"resources for its transition towards a lower-carbon economy, including actions such as reducing its greenhouse gas","page_number":155,"box":{"x":89,"y":172,"width":808,"height":13}},{"id":"b73bd068-ae82-46a0-9eb2-7681faec8db5","block_type":"box","text":"emissions.”","page_number":155,"box":{"x":89,"y":188,"width":79,"height":9}},{"id":"059662a9-ad42-4bf9-8a1e-47dbb5f6209d","block_type":"box","text":"Science-based GHG emissions reduction targets:","page_number":155,"box":{"x":88,"y":214,"width":352,"height":12}},{"id":"6d664896-e938-46fe-8f31-fc96a0f843bc","block_type":"box","text":"Targets that “","page_number":155,"box":{"x":445,"y":214,"width":94,"height":12}},{"id":"98deb8fe-d6fd-4978-b0dc-1ccfb42e4030","block_type":"box","text":"are in line with what the latest climate science deems","page_number":155,"box":{"x":549,"y":214,"width":373,"height":10}},{"id":"c6acd3f5-6ac1-48a9-bf56-1201e3050fb1","block_type":"box","text":"necessary to meet the goals of the Paris Agreement – limiting global warming to 1.5°C above pre-industrial levels. Science","page_number":155,"box":{"x":89,"y":229,"width":859,"height":12}},{"id":"809a3089-690b-4b8b-ae60-369a54142985","block_type":"box","text":"based targets give companies a clearly defined path to reduce greenhouse gas emissions in line with limiting global warming","page_number":155,"box":{"x":89,"y":244,"width":872,"height":13}},{"id":"2e8672d6-4254-46cd-b897-267b8a9fa8db","block_type":"box","text":"to 1.5°C. They define how much and how quickly a business must reduce its emissions to be in line with the Paris Agreement","page_number":155,"box":{"x":88,"y":259,"width":878,"height":13}},{"id":"a353b8ca-851d-4d5e-b1d3-4789a824b70e","block_type":"box","text":"goals.”","page_number":155,"box":{"x":89,"y":274,"width":46,"height":13}},{"id":"39b513eb-2ed8-47fa-a75e-49e2168dfdda","block_type":"box","text":"Appendix 2","page_number":155,"box":{"x":88,"y":301,"width":82,"height":12}},{"id":"64bcee70-0554-485c-ab5d-d76b226182de","block_type":"box","text":"Comparison of key differences between how the BIS benchmark considers climate-related risks, where appropriate, and","page_number":155,"box":{"x":89,"y":327,"width":866,"height":13}},{"id":"428a939a-c748-4832-8746-24d68ffe7428","block_type":"box","text":"the decarbonization guidelines","page_number":155,"box":{"x":88,"y":342,"width":222,"height":13}},{"id":"8a2407ed-a2fe-4c87-afd0-c1b363728b5e","block_type":"box","text":"BIS Benchmark Policy 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